UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549




FORM 20-F




(Mark One)





[  ]
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934OR[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year endedDecember 31, 2012OR[  ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from _________________ to _________________OR[  ]
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934Date of event requiring this shell company report _________________





Commission file number 001-33179





AEGEAN MARINE PETROLEUM NETWORK INC.(Exact name of Registrant as specified in its charter)(Translation of Registrant's name into English)The Republic of the Marshall Islands(Jurisdiction of incorporation or organization)10 Akti Kondili, Piraeus 185 45 Athens, Greece(Address of principal executive offices)E. Nikolas Tavlarios, Tel: (203) 595-5184, investor@ampni.com,20 Signal Road, Stamford, Connecticut 06902(Name, Telephone, E-mail and/or Facsimile, and address of Company Contact Person)





Securities registered or to be registered pursuant to section 12(b) of the Act.





Title of each class

Name of each exchange on which registeredCommon stock, par value $0.01 per share

New York Stock ExchangePreferred stock purchase rights

New York Stock Exchange








Securities registered or to be registered pursuant to section 12(g) of the Act.





NONE(Title of class)





* Not for trading, but only in connection with the registration of American Depositary Shares, pursuant to the requirements of the Securities and Exchange Commission.





Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.





NONE(Title of class)





Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report.





46,581,399 shares of common stock, par value $0.01 per share.





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.





Yes


No
X





If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.





Yes


No
X





Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.





Yes
X

No





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).





Yes
X

No





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer.  See the definitions of "large accelerated filer" and "accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):





Large accelerated filer  o

Accelerated filer  x

Non-accelerated filer  o








Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:





X

U.S. GAAPInternational Financial Reporting Standards as issued by the international Accounting Standards BoardOther





If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:





Item 17


Item 18





If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).





Yes


No
X











TABLE OF CONTENTS




PART IITEM 1
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
1ITEM 2
OFFER STATISTICS AND EXPECTED TIMETABLE
1ITEM 3
KEY INFORMATION
1ITEM 4
INFORMATION ON THE COMPANY
19ITEM 4A
UNRESOLVED STAFF COMMENTS
38ITEM 5
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
38ITEM 6
DIRECTORS, SENIOR MANAGEMENTAND EMPLOYEES
61ITEM 7
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS.
66ITEM 8
FINANCIAL INFORMATION
69ITEM 9
OFFER AND THE LISTING
71ITEM 10
ADDITIONAL INFORMATION
72ITEM 11
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
78ITEM 12
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
80PART IIITEM 13
DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
80ITEM 14
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
80ITEM 15
CONTROLS AND PROCEDURES
80ITEM 16A
AUDIT COMMITTEE FINANCIAL EXPERT
81ITEM 16B
CODE OF ETHICS
82ITEM 16C
PRINCIPAL ACCOUNTING FEES AND SERVICES
82ITEM 16D
EXEMPTIONS FROM LISTING STANDARDS FOR AUDIT COMMITTEES
82ITEM 16E
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASES
82ITEM 16F
CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
82ITEM 16G
CORPORATE GOVERNANCE
83ITEM 16H
MINE SAFETY DISCLOSURE
83PART IIIITEM 17
FINANCIAL STATEMENTS
83ITEM 18
FINANCIAL STATEMENTS
83ITEM 19
EXHIBITS
83INDEX TO FINANCIAL STATEMENTS
F-1














CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS




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




Aegean Marine Petroleum Network Inc., or the Company, desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. This report and any other written or oral statements made by us or on our behalf may include forward-looking statements, which reflect our current views with respect to future events and financial performance. When used in this report, the words "anticipate," "believe," "expect," "intend," "estimate," "forecast," "project," "plan," "potential," "may," "should," and similar expressions identify forward-looking statements.




The forward-looking statements in this report are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, management's examination of historical operating trends, data contained in our records and other data available from third-parties. Important assumptions relating to the forward-looking statements include, among other things, assumptions regarding demand for our products, the cost and availability of refined marine fuel from suppliers, pricing levels, the timing and cost of capital expenditures, competitive conditions, and general economic conditions. These assumptions could prove inaccurate.  Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs or projections.




In addition to these assumptions and matters discussed elsewhere herein, important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include: our future operating or financial results; our future payment of dividends and the availability of cash for payment of dividends; our ability to retain and attract senior management and other key employees; our ability to manage growth; our ability to maintain our business in light of our proposed business and location expansion; our ability to obtain double hull bunkering tankers given the scarcity of such vessels in general; the outcome of legal, tax or regulatory proceedings to which we may become a party; adverse conditions in the shipping or the marine fuel supply industries; our ability to retain our key suppliers and key customers; our contracts and licenses with governmental entities remaining in full force and effect; material disruptions in the availability or supply of crude oil or refined petroleum products; changes in the market price of petroleum, including the volatility of spot pricing; increased levels of competition; compliance or lack of compliance with various environmental and other applicable laws and regulations; our ability to collect accounts receivable; changes in the political, economic or regulatory conditions in the markets in which we operate, and the world in general; our future, pending or recent acquisitions, business strategy, areas of possible expansion, and expected capital spending or operating expenses; our failure to hedge certain financial risks associated with our business; uninsured losses; our ability to maintain our current tax treatment; our failure to comply with restrictions in our credit agreements; increases in interest rates; and other important factors described from time to time in our U.S. Securities and Exchange Commission filings.













Preliminary Note: This annual report on Form 20-F is not incorporated by reference to the Company's registration statement on Form F-3 (File No. 333-166890) filed with the Securities and Exchange Commission on May 17, 2010. On April 19, 2013, the Company filed a post-effective amendment to that Registration Statement with the Securities and Exchange Commission to deregister all securities that were registered under that Registration Statement and remain unsold under that Registration Statement.


PART I




ITEM 1.
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS




Not applicable.




ITEM 2.
OFFER STATISTICS AND EXPECTED TIMETABLE




Not applicable.




ITEM 3.
KEY INFORMATION




Throughout this report, all references to "we," "our," "us" and the "Company" refer to Aegean Marine Petroleum Network Inc. and its subsidiaries. We use the term deadweight ton, or dwt, in describing the size of vessels. Dwt, expressed in metric tons, each of which is equivalent to 1,000 kilograms, refers to the maximum weight of cargo and supplies that a vessel can carry. Unless otherwise indicated, all references to "dollars" and "$" in this report are to, and amounts are presented in, U.S. dollars.




A.           Selected Financial Data








For the year ended December, 312008


2009


2010


2011


2012(in thousands of US dollars, except for share and per share data which are presented in U.S. dollars)REVENUES:Revenues – third-parties


2,767,086



2,456,435



4,925,637



6,910,348



7,207,813Revenues - related companies


10,886



14,525



45,998



55,117



51,147Total Revenues


2,777,972



2,470,960



4,971,635



6,965,465



7,258,960COST OF REVENUES:Cost of revenues – third-parties


2,256,712



2,013,723



4,440,733



6,284,179



6,496,327Cost of revenues - related companies


351,532



267,767



303,620



404,988



459,984Total Cost of Revenues


2,608,244



2,281,490



4,744,353



6,689,167



6,956,311GROSS PROFIT


169,728



189,470



227,282



276,298



302,649OPERATING EXPENSES:Selling and distribution


95,860



109,483



155,412



192,846



210,236General and administrative


21,406



24,553



27,503



29,806



29,897Amortization of intangible assets


313



312



1,001



1,461



1,505(Gain)/Loss on sale of vessels, net


-



(4,094
)


1,540



8,682



5,966Total operating expenses


117,579



130,254



185,456



232,795



247,604Operating income


52,149



59,216



41,826



43,503



55,045OTHER INCOME/(EXPENSE):Interest and finance costs


(12,377
)


(10,255
)


(17,351
)


(27,864
)


(31,192
)Interest Income


501



46



31



57



123Foreign exchange gains/(losses), net


1,521



(329
)


(3,612
)


1,440



3,786Other expenses


-



-



-



-



(1,191
)Total other expenses


(10,355
)


(10,538
)


(20,932
)


(26,367
)


(28,474
)Income before provision for income taxes


41,794



48,678



20,894



17,136



26,571Income taxes


(1,879
)


(153
)


(2,161
)


(5,428
)


(4,122
)Net income


39,915



48,525



18,733



11,708



22,449Net Income attributable to non-controlling interest


-



-



-



1,480



2,372Net Income attributable to AMPNI shareholders


39,915



48,525



18,733



10,228



20,077Basic earnings per common share


0.94



1.13



0.40



0.22



0.44Diluted earnings per common share


0.94



1.13



0.40



0.22



0.44Weighted average number of shares, basic


42,497,450



42,579,187



46,295,973



45,979,761



45,473,360Weighted average number of shares, diluted


42,625,801



42,644,448



46,445,499



45,979,761



45,473,360Dividends declared and paid per share


0.04



0.04



0.04



0.04



0.04





1





As of and for the Year Ended

December 31,2008


2009


2010


2011


2012(in thousands of U.S. dollars, unless otherwise stated)Balance Sheet Data:Cash and cash equivalents


46,927



54,841



86,499



68,582



77,246Total assets


641,907



967,345



1,339,835



1,472,438



1,431,843Total debt


253,621



401,037



624,698



706,916



653,286Total liabilities


356,904



632,288



869,472



992,896



927,325Common stock


425



430



477



482



486Number of shares outstanding


42,543,608



43,009,303



46,709,420



46,229,231



46,581,399Total AMPNI stockholders' equity


285,003



335,057



470,363



478,062



500,666Other Financial Data:Gross spread on marine petroleum products (1)


160,963



176,498



218,533



256,960



268,804Gross spread on lubricants(1)


1,298



2,755



2,221



1,965



3,077Gross spread on marine fuel(1)


159,665



173,743



216,312



254,995



265,727Gross spread per metric ton of marine fuel sold (U.S. dollars) (1)


30.7



28.1



21.0



24.0



25.0EBITDA(2)


70,227



80,565



66,112



73,791



86,448Net cash provided by (used in) operating activities


136,737



(61,353
)


(64,626
)


(44,865
)


123,519Net cash (used in) investing activities


(135,667
)


(75,230
)


(169,003
)


(45,589
)


(58,162
)Net cash provided by (used in) financing activities


43,890



144,497



265,287



73,169



(57,127
)Operating Data:Sales volume of marine fuel (metric tons) (3)


5,200,256



6,192,755



10,308,210



10,646,271



10,620,864Number of markets served, end of year (4)


11.0



14.0



16.0



19.0



20.0Number of owned and operated bunkering vessels, end of year (5)


30.0



38.0



52.0



58.0



56.0Average number of owned and operated bunkering vessels (5)(6)


22.7



33.7



48.1



56.3



57.9Specialty tankers, end of year


1



-



-



-



-Special purpose vessels, end of year (7)


1



1



1



1



1Number of owned storage facilities, end of year (8)


4



3



8



8



7





(1)
For gross spread on marine petroleum products, please refer to "Item 5.A Operating Results—Factors Affecting our Results of Operations—Gross spread on marine petroleum products and gross spread per metric ton of marine fuel sold" for the definition and calculation of gross spread and a reconciliation to U.S. GAAP measures.




(2)
For EBITDA please refer to "Item 5.A Operating Results—Factors Affecting our Results of Operations—EBITDA" for the definition and calculation of EBITDA and a reconciliation to U.S. GAAP measures.




(3)
The sales volume of marine fuel is the volume of sales of MFO and MGO for the relevant period and is denominated in metric tons. We do not utilize the sales volume of lubricants as an indicator.




(4)
The number of markets served includes our operations at our service centers in the United Arab Emirates, Gibraltar, Jamaica, Singapore, Northern Europe (Belgium and the Netherlands), West Africa (Ghana), Vancouver (Canada), Portland (U.K.), Southern Caribbean (Trinidad and Tobago), Tangiers (Morocco), Las Palmas and Tenerife (Canary Islands), Cape Verde, Panama, Hong Kong and Greece, where we conduct operations through our related company, Aegean Oil, as well as our trading operations in Montreal and Mexico. The number of markets served is an indicator of the geographical distribution of our operations and affects both the amount of revenues and expenses that we record during a given period. We commenced physical supply operations in Ghana on January 15, 2008, Portland (U.K.) on April 1, 2008, Canada and Mexico on July 1, 2008, Trinidad and Tobago on April 1, 2009, Tangiers, Morocco on August 25, 2009, Antwerp-Rotterdam-Amsterdam region on April 1, 2010, Las Palmas on July 1, 2010, Cape Verde on March 13, 2011, Tenerife on June 4, 2011, Panama on August 1, 2011 and Hong Kong on September 13, 2012.




2







(5)
Bunkering vessels includes both bunkering tankers and barges. This data does not include our special purpose vessel, the Orion, a 550 dwt tanker, which is based in Greece.




(6)
Average number of operating bunkering vessels is the number of operating bunkering vessels in our fleet for the relevant period, as measured by the sum of the number of days each bunkering vessel was used as a part of our fleet during the period divided by the cumulative number of calendar days in the period multiplied by the number of operating bunkering vessels at the end of the period.  This figure does not take into account non-operating days due to either scheduled or unscheduled maintenance.




(7)
This figure includes our special purpose vessel, the Orion, based in Greece.




(8)
This figure includes our Panamax tanker, the Aeolos, used as a floating storage facility in Gibraltar and one Aframax tanker, the Leader, used as a floating storage facility in the United Arab Emirates. We used our Panamax tankers, the Ouranos and the Fos II, as storage facilities until October 2010 and April 2011, respectively, when the vessels were sold. Additionally, our tanker, Aegean IX, was used as a floating storage facility in Jamaica until December 2009 when the vessel was sold. During 2010, we acquired two barges, the Mediterranean and the Tapuit, which operate as floating storage facilities in Greece and Northern Europe, respectively. In November 2011, we chartered a product tanker, the Rio Luxembourg, which was used as a floating storage facility in Ghana until December 2012. We also have on-land storage facilities in Portland (U.K.) and Las Palmas (Canary Islands) and operate a storage site in Tangiers and Panama pursuant to a lease.




The ownership of floating storage facilities allows us to mitigate risk of supply shortages. Generally, storage costs are included in the price of refined marine fuel quoted by local suppliers. We expect that the ownership of floating storage facilities will allow us to convert the variable costs of a storage fee mark-up per metric ton quoted by suppliers into fixed costs of operating our own storage facilities, thus enabling us to spread larger sales volumes over a fixed cost base and to decrease our marine petroleum products costs.




B.           Capitalization and Indebtedness




Not applicable.




C.           Reasons for the Offer and Use of Proceeds




Not applicable.




D.           Risk Factors




The following risks relate principally to the industry in which we operate and our business in general. The risks and uncertainties described below are not the only ones we face.  Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations.  If any of the following risks occur, our business, financial condition, operating results and cash flows could be materially adversely affected and the trading price of our securities could decline.




Risk Factors Relating to Our Business




A renewed contraction or worsening of the global credit markets and the resulting volatility in the financial markets could have a material adverse impact on our ability to obtain sufficient funds to grow or effectively manage our growth




A principal focus of our strategy is to grow by expanding our business. Our future growth depends, in part, on our ability to obtain financing for our existing and new operations and business lines. In recent years, global financial markets have experienced extraordinary volatility following significant contraction, deleveraging and reduced liquidity in the global credit markets. In addition, a number of major financial institutions have experienced serious financial difficulties and, in some cases, have entered into bankruptcy proceedings or are subject to regulatory enforcement actions. These difficulties have been compounded by a general decline in the willingness by banks and other financial institutions to extend credit and may adversely affect the financial institutions that may provide us with credit to support our working capital requirements. In addition, these difficulties may impair the ability of our lenders to continue to perform under their financing obligations to us, which could negatively impact our ability to fund current and future obligations. These recent and developing economic factors may have a material adverse effect on our ability to expand our business.




3







Our future growth depends on a number of additional factors, which also may be adversely affected in the current economic climate, including our ability to:




·
increase our fleet of bunkering vessels;




·
identify suitable markets for expansion;




·
consummate vessel acquisitions at attractive prices, which may not be possible if asset prices rise too quickly;




·
integrate acquired vessels successfully with our existing operations;




·
hire, train and retain qualified personnel to manage and operate our growing business and fleet;




·
improve our operating, financial and accounting systems and controls;




·
maintain or improve our credit control procedures;




·
obtain required financing for our existing and new operations;




·
obtain and maintain required governmental authorizations, licenses and permits for new and existing operations;




·
manage relationships with the customers and suppliers;




·
provide timely service at competitive prices; and




·
attract and retain customers.




A deficiency in any of these factors may negatively impact our ability to generate cash flow, raise money or effectively manage our growth. In addition, competition from other companies could reduce our expansion or acquisition opportunities, cause us to lose business opportunities, competitive advantages or customers or cause us to pay higher or charge lower prices than we might otherwise pay or charge. Furthermore, competitive conditions in the markets that we may consider for future expansion may be more adverse to us than those in markets served by our existing service centers, and any new markets that we may service may be less profitable than our existing markets.




We may not be in compliance with financial covenants contained in certain of our credit facilities




Certain of our credit facilities, which are secured by mortgages on our vessels, require us to maintain specified financial ratios, mainly to ensure that the market value of the mortgaged vessels under the applicable credit facility, determined in accordance with the terms of that facility, does not fall below a certain percentage of the outstanding amount of the loan, which we refer to as a security value. In addition, certain of our credit facilities require us to satisfy certain other financial covenants. In general, these financial covenants require us to maintain, among other things, (i) a minimum market value adjusted net worth or book net worth; (ii) a minimum current ratio; (iii) a minimum liquidity and a minimum liquidity ratio; (iv) a maximum ratio of total liabilities to total assets; and (v) a minimum working capital.




A violation of any of these covenants constitutes an event of default under our credit facilities, which, unless cured within the grace period set forth under the credit facility, if applicable, or waived or modified by our lenders, provides our lenders with the right to, among other things, require us to post additional collateral, enhance our equity and liquidity, increase our interest payments, pay down our indebtedness to a level where we are in compliance with our loan covenants, sell vessels in our fleet, reclassify our indebtedness as current liabilities and accelerate our indebtedness and foreclose their liens on our vessels and the other assets securing the credit facilities, which would impair our ability to continue to conduct our business.




4







As of December 31, 2012, we were not in compliance with the current ratio covenant contained in five of our credit facilities, which requires us to maintain a minimum current ratio of 1.10-to-one, while we maintained a current ratio of 1.07-to-one.  We were also not in compliance with the working capital covenant contained in one of our credit facilities, which requires us to maintain working capital of at least $75.0 million, while we maintained working capital of $51.9 million. In addition, we were not in compliance with the adjusted solvency ratio contained in one of our credit facilities, which requires our subsidiary, Aegean North West Europe NV, or ANWE, to maintain a ratio of adjusted net assets to adjusted balance sheet total of a minimum of 20%, while we maintained a ratio of 19.8%.  As of March 31, 2013, we were not in compliance with the current ratio covenant contained in four of our credit facilities. We have obtained waivers from our lenders for non-compliance with these covenants.  We expect to be in compliance with these covenants in the future or, if required, obtain additional waivers from our lenders. See "Item 5.B Liquidity and Capital Resources—Credit Facilities."




In addition, under the terms of our credit facilities, our payment of dividends or other payments to shareholders is subject to no event of default. See "Item 8. Financial Information—Dividend Policy."




Furthermore, certain of our credit facilities contain a cross-default provision that may be triggered by a default under one of our other credit facilities. The breaches described above constituted events of default under the applicable credit facilities and, absent the waivers with our lenders discussed above, together with the cross-default provisions in certain of our credit facilities, could have resulted in the lenders requiring immediate repayment of certain of our loans. A cross-default provision means that a default on one loan would result in a default on certain other loans. Because of the presence of cross-default provisions in certain of our credit facilities, the refusal of any one lender under our credit facilities to grant or extend a waiver could result in certain of our indebtedness being accelerated, even if our other lenders under our credit facilities have waived covenant defaults under the respective credit facilities. If our secured indebtedness is accelerated in full or in part, it would be very difficult in the current financing environment for us to refinance our debt or obtain additional financing and we could lose our vessels and other assets securing our credit facilities if our lenders foreclose their liens, which would adversely affect our ability to conduct our business.




Moreover, in connection with any additional waivers of or amendments to our credit facilities that we may obtain, our lenders may impose additional operating and financial restrictions on us or modify the terms of our existing credit facilities. These restrictions may further restrict our ability to, among other things, pay dividends, make capital expenditures or incur additional indebtedness, including through the issuance of guarantees. In addition, our lenders may require the payment of additional fees, require prepayment of a portion of our indebtedness to them, accelerate the amortization schedule for our indebtedness and increase the interest rates they charge us on our outstanding indebtedness.




Restrictive covenants in our credit facilities impose financial and other restrictions that limit our corporate activities, which could negatively affect our growth and cause our financial performance to suffer




Our credit facilities contain covenants that impose operating and financing restrictions on us. Such restrictions affect, and in many respects limit or prohibit, among other things, our ability to pay dividends, incur additional indebtedness, create liens, sell assets, or engage in mergers or acquisitions. These restrictions could limit our ability to plan for or react to market conditions or meet extraordinary capital needs or otherwise restrict corporate activities. These restrictions could adversely affect our ability to finance our future operations or capital needs or to engage in other business activities which will be in our interest.




Our ability to comply with covenants and restrictions contained in our credit facilities may be affected by events beyond our control, including prevailing economic, financial and industry conditions. If market or other economic conditions do not improve or worsen, we may fail to comply with these covenants. If we breach any of the restrictions, covenants or ratios in our credit facilities, our obligations may become immediately due and payable, and the lenders' commitment, if any, to make further loans may terminate. A default under any of our credit facilities could also result in foreclosure on any of our vessels and other assets securing the related loans. The occurrence of any of these events could have a material adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends.




In addition, our discretion is limited because we may need to obtain the consent from our lenders in order to engage in certain corporate actions. Our lenders' interests may be different from ours, and we may not be able to obtain our lenders' consent when needed. This may prevent us from taking actions that are in our shareholders' best interest.




5







An inability to obtain financing for our growth or to fund our future capital expenditures could negatively impact our results of operations and financial condition




In order to fund future vessel acquisitions, new markets and products, increased working capital levels or capital expenditures, we will be required to use cash from operations, incur borrowings or raise capital through the sale of debt or additional equity securities. Use of cash from operations for those purposes would reduce cash available for dividend distributions to you. Our ability to obtain additional bank financing or access the capital markets for any future offerings may be significantly limited by the volatility in the global financial markets and the adverse changes in the global credit markets that have occurred in recent years. The credit markets in the United States and elsewhere have experienced significant contraction, deleveraging and reduced liquidity.  These adverse market conditions and other contingencies and uncertainties are beyond our control. Our ability to obtain additional bank financing will also depend on our financial condition, which may be adversely affected by prevailing economic conditions.




Our failure to obtain the funds for future vessel acquisitions, new markets, products or capital expenditures could impact our results of operations and financial condition. The issuance of additional equity securities would dilute your interest in our Company and reduce dividends payable to you. Even if we are successful in obtaining additional bank financing, paying debt service would limit cash available for working capital and increasing our indebtedness could have a material adverse effect on our business, results of operations, cash flows and financial condition.




Business acquisition and co-operation opportunities may present increased risks and uncertainties, which if realized, could result in costs that outweigh the financial benefit of such acquisitions




As part of our growth strategy, we intend to explore acquisition and co-operation opportunities of marine fuel supply and complementary businesses. For example, in July 2008, we acquired Canada-based marketer and physical supplier, ICS Petroleum Ltd., or ICS Petroleum, with operations in Vancouver, Montreal and Mexico, in April 2010, we acquired Verbeke Bunkering N.V., which has since been renamed Aegean North West Europe NV, or ANWE, a leading physical supplier of marine fuel in the ARA region, in March 2011 we entered a strategic co-operation with Enacol, an energy-based company in Cape Verde and in April 2012, we entered into a strategic alliance with China Changjiang Bunker Sinopec Co. Ltd., or CCBC, a Chinese state-owned bunker supply company.  Business acquisition and co-operation opportunities, such as these, could expose us to additional business and operating risks and uncertainties, including:




·
the ability to effectively integrate and manage acquired businesses;




·
the ability to realize our investment in the acquired businesses;




·
the diversion of management's time and attention from other business concerns;




·
the risk of entering markets in which we may have no or limited direct prior experience;




·
the potential loss of key employees of the acquired businesses;




·
the risk that an acquisition could reduce our future earnings; and




·
exposure to unknown liabilities.




Our management may not properly evaluate the risks inherent in any particular transaction. In the current economic and regulatory climate, it may be especially difficult to assess the risks involved in a particular transaction due to uncertainty in government responses to market volatility and the contracted credit markets.




In addition, future acquisitions could result in the incurrence of substantial additional indebtedness and other expenses. Future acquisitions may also result in potentially dilutive issuances of equity securities and may affect the market price of our common shares. Difficulties encountered with acquisitions may have a material adverse effect on our business, financial condition and results of operations.




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Due to the lack of diversification in our lines of business, adverse developments in the marine fuel supply business would negatively impact our results of operations and financial condition




We rely primarily on the revenues generated from our business of physical supply and marketing of refined marine fuel and lubricants to end customers. Due to the lack of diversification in our lines of business, an adverse development in our marine fuel supply business would have a significant impact on our business, financial condition and results of operations.




Because of the limited supply of secondhand double hull bunkering tankers, we may not be able to acquire secondhand double hull bunkering tankers on economically acceptable terms, which could impede our growth and negatively impact our results of operations and financial condition




Our ability to grow is in part dependent on our ability to expand our fleet through acquisitions of suitable secondhand double hull bunkering tankers. We believe that the availability of secondhand double hull bunkering tankers in the open market is limited. We may not be able to locate suitable secondhand tankers or negotiate acceptable purchase contracts with their owners or obtain financing for such acquisitions on economically acceptable terms. Our failure to locate and acquire suitable secondhand double hull bunkering tankers could limit the future growth of our business and have a material impact on our results of operations and financial condition.




Purchasing and operating secondhand vessels may expose us to increased operating risks because of the quality of those vessels and the lack of builders' or sellers' warranty protection




Our fleet renewal and expansion strategy includes the acquisition of secondhand vessels as well as newbuildings. Since December 2007, we have acquired 24 secondhand bunkering vessels, including barges.  Unlike newbuildings, secondhand vessels typically do not carry warranties with respect to their condition. Our inspections of secondhand vessels would normally not provide us with as much knowledge of its condition as we would possess if the vessel had been built for us and operated by us throughout its life. Repairs and maintenance costs for secondhand vessels may be more substantial than for vessels we have operated since they were built. These costs could decrease our profits and reduce our liquidity.




The market value of our vessels may decrease, which could cause us to incur losses if we decide to sell them following a decline in their market values




The fair market value of the vessels that we currently own or may acquire in the future may increase or decrease depending on a number of factors, including general economic and market conditions affecting the international marine fuel supply industry, including competition from other marine fuel supply companies, types, sizes and ages of our vessels, supply and demand for bunkering tankers, costs of newbuildings and governmental or other regulations.  If we sell any vessel when vessel prices have fallen and before we have recorded an impairment adjustment to our financial statements, the sale may be at less than the vessel's carrying amount on our financial statements, resulting in a loss.  Such loss could adversely affect our financial condition, results of operations and our ability to pay dividends to our shareholders.




International authorities and flag states may delay implementation of the phase-out of single hull vessels, which may lessen the competitive advantage we hope to gain by acquiring double hull bunkering tankers




Our strategy involves capitalizing on the phase-out of single hull bunkering tankers under environmental protection laws and regulations, including, but not limited to, those promulgated by the European Union, or the EU, and the International Maritime Organization, or the IMO, the United Nations agency for maritime safety and the prevention of pollution by ships. Both the EU and the IMO required a phase-out of all single hull vessels by 2010,subject to certain exemptions. Under the IMO regulations, a flag state may allow single hull vessels conforming to certain technical specifications to continue to operate until the earliest of 2015 or the 25th anniversary of the vessel's delivery.




Our future success will depend, in part, on the timely and comprehensive implementation of the phase-out of single hull vessels. Any exemption or limitation in application of the environmental protection laws and regulations could limit our anticipated growth or other anticipated benefits because our strategy involves employing and acquiring secondhand double hull bunkering tankers.




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If we are unable to comply with existing or modified environmental laws and regulations relating to our fuel storage facilities, we would be exposed to significant compliance costs and liabilities




Our operations involving the transportation and storage of fuel are subject to stringent laws and regulations governing the discharge of materials into the environment, otherwise relating to protection of the environment, operational safety and related matters. Compliance with these laws and regulations increases our overall cost of business, including our capital costs to maintain and upgrade equipment and facilities, or claims for damages to property or persons resulting from our operations. Failure to comply with these laws and regulations may result in the assessment of administrative, civil, and criminal penalties, the imposition of investigatory and remedial liabilities, and the issuance of injunctions that may restrict or prohibit our operations or even claims of damages to property or persons resulting from our operations. The laws and regulations applicable to our operations are subject to change, and compliance with current and future laws and regulations may have a material effect on our results of operations or earnings. A discharge of hazardous materials into the environment could, to the extent such event is not insured, subject us to substantial expense, including both the cost to comply with applicable laws and regulations and liability to private parties for personal injury or property damage.




Most of our customers are not obligated to continue to employ us and if some of our key customers reduce or terminate their purchases, our results of operations would decrease




Generally, we have not derived a significant amount of revenue from written volume commitments from our key customers or any other understandings with our key customers that relate to future purchases. Purchases by our key customers could be reduced or terminated at any time. A substantial reduction or a termination of purchases by any of our key customers could decrease our results of operations.




We extend trade credit to most of our customers and our financial position and results of operations may diminish if we are unable to collect accounts receivable




We extend trade credit to most of our customers. Our success in attracting business has been due, in part, to our willingness to extend trade credit on an unsecured basis to our customers. As of December 31, 2012, 115 of our customers had outstanding balances with us of at least $1.0 million under the lines of credit that we have extended to them. Our credit procedures and policies do not fully eliminate customer credit risk. The adverse changes in world credit markets over the last several years may cause these numbers to increase if our customers cannot borrow money and are illiquid. We may not be able to collect on the outstanding balances of our customers if any of our customers enter bankruptcy proceedings. Losses due to nonpayment by our customers, if significant, would diminish our financial position and results of operations.




We depend on a number of key suppliers, which makes us susceptible to supply shortages or price fluctuations that could diminish our operating results




We currently purchase refined marine petroleum products from a number of key suppliers. If our relationship with any of our key suppliers terminates or if any of our key suppliers suffers a disruption in production, we may not be able to obtain a sufficient quantity of refined marine fuel and lubricants on acceptable terms and without interruption in our business.  We may experience difficulties and delays in obtaining marine fuel from alternative sources of supply. Any interruption or delay in the supply of marine fuel, or the inability to obtain fuel from alternate sources at acceptable prices and within a reasonable amount of time, would impair our ability to meet scheduled deliveries to our customers and could cause customers to cancel orders, which would weaken our financial condition and reduce our results of operations.




The refined marine fuel that we purchase from our suppliers may fail to meet the contractual specifications that we have agreed to supply to our customers and, as a result, we could lose business from those customers and be subject to claims or other liabilities




If the refined marine fuel that we purchase from our suppliers fails to meet the specifications we have contractually agreed to supply to our customers, we could be subject to claims or other liabilities.  In addition, our relationship with our customers may be adversely affected or we could lose our customers. Our insurance policies that protect us against most of the risks involved in the conduct of our business may not be adequate and we may not have any recourse against our suppliers for marine fuel that fails to meet agreed specifications.  The loss of customers and increased liabilities would reduce our earnings and could have a material adverse effect on our business, weaken our financial condition and reduce our results of operations.




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If Aegean Oil or other third-party physical suppliers fail to provide services to us and our customers as agreed, we would be subject to customer claims which could negatively affect our business and results of operations




We have contracted with Aegean Oil to provide various services to our customers in Greece, including fueling of vessels in port and at sea. Aegean Oil is a related company owned and controlled by members of the family of Mr. Dimitris Melisanidis, our founder and Head of Corporate Development. Mr. Melisanidis may also be deemed a control person of Aegean Oil and other affiliated entities for U.S. securities law purposes, but Mr. Melisanidis disclaims such control. In connection with our limited marine fuel trading activities, from time to time, we contract with other third-party physical suppliers to deliver marine fuel to our customers in markets where we do not have service centers. The failure of Aegean Oil or any other third-party physical supplier to perform these services in accordance with the terms we have agreed with them and our customers could affect our relationships with our customers and subject us to claims and other liabilities which could harm our business or negatively affect our financial results. If Aegean Oil or any of the other third-party physical suppliers fails to perform its obligations to us, you will not have any recourse directly against Aegean Oil or the other third-party physical suppliers.




Agreements between us, Aegean Oil and other affiliated entities may be more favorable or less favorable than agreements that we could obtain from unaffiliated third-parties




The marine fuel service supply agreement and other agreements we have with Aegean Oil, our largest supplier of marine petroleum products, as well as other agreements we have with affiliated entities have been made in the context of an affiliated relationship. Aegean Oil and other affiliated entities are owned and controlled by members of Mr. Melisanidis' family. Mr. Melisanidis has also been involved historically with our related companies and had a leadership role with respect to the promotion of their products and services. The negotiation of the marine fuel service supply agreement and our other contractual arrangements may have resulted in prices and other terms that are more favorable or less favorable to us than terms we might have obtained in arm's-length negotiations with unaffiliated third-parties for similar services because at the time of the negotiations, we were majority-owned by Leveret International Inc., or Leveret, a company controlled by Mr. Melisanidis. Moreover, Aegean Oil and other affiliated entities remain our related companies, and we remain subject to similar risks in future business dealings with these parties.




If we increase our marine fuel inventory, we will be more vulnerable to price fluctuations, which may result in the reduced value of our inventory and cause us to suffer financial loss




Due to the nature of our business, we may increase the volume of our marine fuel inventories. Depending upon the price and price movement of refined marine fuel, our marine fuel inventories may subject us to a risk of financial loss. Pricing terms with our suppliers and customers and hedges by way of oil futures or other instruments, should we enter into them, may not adequately protect us in the event of a substantial downward movement in the price of marine fuel.




Our business and our customers' businesses are vulnerable to currency exchange fluctuations, which could negatively affect our results of operations and cash flows and reduce our profitability




Generally, in all of our service centers, we invoice our customers for the sale and delivery of marine petroleum products in U.S. dollars. Many of our customers are foreign customers and may be required to obtain U.S. dollars to pay for our products and services. A rapid depreciation or devaluation in a currency affecting our customers could have an adverse effect on our customers' operations and their ability to convert local currency to U.S. dollars to make required payments to us. This would in turn result in credit losses for us, which would reduce our results of operations and cash flows.




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The instability of the euro or the inability of countries to refinance their debts could have a material adverse effect on our revenue, profitability and financial position




As a result of the credit crisis in Europe, in particular in Greece, Italy, Ireland, Portugal and Spain, the European Commission created the European Financial Stability Facility, or the EFSF, and the European Financial Stability Mechanism, or the EFSM, to provide funding to Eurozone countries in financial difficulties that seek such support. In March 2011, the European Council agreed on the need for Eurozone countries to establish a permanent stability mechanism, the European Stability Mechanism, or the ESM, which will be activated by mutual agreement, to assume the role of the EFSF and the EFSM in providing external financial assistance to Eurozone countries after June 2013. Concerns persist regarding the debt burden of certain Eurozone countries and their ability to meet future financial obligations and the overall stability of the euro. An extended period of adverse development in the outlook for European countries could reduce the overall demand for oil and gas and for our services. These potential developments, or market perceptions concerning these and related issues, could affect our financial position, results of operations and cash flow.




We may be unable to attract and retain key personnel, which could interrupt our business and limit our growth




Our success depends to a significant degree upon the abilities and efforts of our management team and our ability to hire and retain key members of our management team. The loss of any of these individuals, or our inability to attract and retain qualified personnel could adversely affect our business prospects and financial condition. Difficulty in hiring and retaining key personnel could negatively impact our results of operations and financial condition. We do not intend to maintain "key man" life insurance on any of our officers or our board members, including Mr. Peter C. Georgiopoulos, the Chairman of our board of directors, and Mr. Dimitris Melisanidis, our founder and Head of Corporate Development. We believe that Mr. Georgiopoulos is an important member of our board of directors and Mr. Melisanidis is an important member of our management team and that the loss of the services or involvement in our business on the part of either or both of them would have a material adverse effect on our Company. We have entered into employment agreements with Mr. Melisanidis, Mr. E. Nikolas Tavlarios, our President and Mr. Spyros Gianniotis, our Chief Financial Officer.




As we expand our fleet, we may not be able to recruit suitable employees and crew for our tankers, which may limit our growth and cause our financial performance to suffer




As we expand our fleet, we will need to recruit suitable crew, shoreside, administrative and management personnel. We may not be able to continue to hire suitable employees as we expand our fleet of tankers. If we are unable to recruit suitable employees and crews, we may not be able to provide our services to customers, our growth may be limited and our financial performance may suffer.




A portion of our employees are covered by national collective bargaining agreements, which set minimum standards for employment, and any industrial action or other labor unrest could disrupt our business




A portion of our employees from Greece and from the Philippines are covered by national collective bargaining agreements, which set minimum standards for employment. Industrial action or other labor unrest could disrupt our business. If not resolved in a timely and cost-effective manner, such industrial action or other labor unrest could prevent or hinder our operations from being carried out normally and could disrupt our business and reduce our results of operations and cash flows.




We are a holding company, and we depend primarily on the ability of our operating subsidiaries to distribute funds to us in order to satisfy our financial and other obligations and to make dividend payments




We are a holding company, and we have no significant assets other than the equity interests in our subsidiaries. As a result, our ability to satisfy our financial and other obligations and to pay dividends depends primarily on the performance of our operating subsidiaries and their ability to distribute funds to us. If we are unable to obtain funds from our operating subsidiaries, we will not be able to pay dividends unless we obtain funds from other sources. We may not be able to obtain the necessary funds from other sources on terms acceptable to us.




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We may not achieve sufficient earnings to pay dividends to our shareholders




We currently intend to pay regular cash dividends on a quarterly basis. We will make such dividend payments to our shareholders only if our board of directors, acting in its sole discretion, determines that payments of dividends would be in our best interest and in compliance with relevant legal and contractual requirements. The principal business factors that our board of directors expects to consider when determining the timing and amount of dividend payments will be our earnings, financial condition and cash requirements at the time.




U.S. investors in our Company could suffer adverse tax consequences if we are characterized as a passive foreign investment company




If, for any taxable year, our passive income or our assets that produce or are held for production of passive income exceed levels provided by law, we may be characterized as a "passive foreign investment company," or a PFIC, for U.S. federal income tax purposes. This characterization could result in adverse U.S. tax consequences to our U.S. shareholders. If we are classified as a PFIC, a U.S. shareholder of our common stock could be subject to increased U.S. federal income tax liability upon the sale or other disposition of our common stock or upon the receipt of amounts treated as "excess distributions." Under these rules, the excess distribution and any gain upon a sale of our common stock would be allocated ratably over the U.S. shareholder's holding period for the common stock, and the amount allocated to the current taxable year and any taxable year prior to the first taxable year in which we were a PFIC would be taxed as ordinary income in the current taxable year. The amounts allocated to each of the other taxable years would be subject to tax at the highest marginal rates on ordinary income in effect for the applicable class of taxpayer for that year, and an interest charge for the deemed tax deferral benefit would be imposed on the resulting tax liability as if such tax liability had been due with respect to each such other taxable year. In addition, shareholders of a PFIC may not receive a "step-up" in tax basis on common stock acquired from a decedent. U.S. shareholders should consult with their own U.S. tax advisors with respect to the U.S. tax consequences of investing in our common stock as well as the specific application of the "excess distribution" rule and other rules discussed in this paragraph. For a discussion of how we might be characterized as a PFIC and related U.S. federal tax income consequences, please see "Item 10. Additional Information—E. Taxation—U.S. Federal Income Taxation of U.S. Holders—Passive Foreign Investment Company."




If we become subject to tax in the jurisdictions in which we operate, our net income and cash flow would decrease




Our business is affected by taxes imposed on the purchase and sale of refined marine petroleum products in various jurisdictions in which we operate from time to time. These taxes include income, sales, excise, goods and services taxes, value-added taxes and other taxes. We currently do not pay a significant amount of tax, including withholding taxes, in any jurisdiction in which we operate. As a result of changes in our operations, tax laws or the application by tax authorities of these laws or our failure to comply with tax laws, we may become liable for an increased amount of tax in any jurisdiction. An increased liability for taxes would decrease our net income and cash flow.




Our insurance policies may not be adequate to cover our losses and because we obtain some of our insurance policies through protection and indemnity associations, we may be subject to calls in amounts based not only on our own claim records, but also the claim records of other members of the protection and indemnity associations, which could expose us to additional expenses




We carry insurance policies to protect us against most of the accident-related risks involved in the conduct of our business, including marine hull and machinery insurance, protection and indemnity insurance, which includes pollution risks, crew insurance, and war risk insurance. We may not be adequately insured to cover losses from our operational risks. Additionally, our insurers may refuse to pay particular claims and our insurance policies may be voidable by the insurers if we take, or fail to take, certain action, such as failing to maintain certification of our vessels with applicable maritime regulatory organizations. Any significant uninsured or under-insured loss or liability could have a material adverse effect on our business, results of operations, cash flows and financial condition. In addition, we may not be able to obtain adequate insurance coverage at reasonable rates in the future during adverse insurance market conditions.




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We may also be subject to calls or premiums in amounts based not only on our claim records but also the claim records of other members of the protection and indemnity associations through which we receive insurance coverage for tort liability, including pollution-related liability. Our payment of these calls could result in significant expense to us, which could have a material adverse effect on our results of operations, cash flows and financial condition. Moreover, the protection and indemnity associations and other insurance providers reserve the right to make changes in insurance coverage with little or no advance notice.




Maritime claimants could arrest our vessels, which could disrupt our cash flow




Crew members, suppliers of goods and services to a vessel and other parties may be entitled to a maritime lien against that vessel for unsatisfied debts, claims or damages. In many jurisdictions, a maritime lien holder may enforce its lien by arresting a vessel through foreclosure proceedings. The arrest or attachment of one or more of our vessels could interrupt our cash flows and require us to pay a significant amount of money to have the arrest lifted. In addition, in some jurisdictions under the "sister ship" theory of liability, a claimant may arrest both the vessel that is subject to the claimant's maritime lien and any "associated" vessel, which is any vessel owned or controlled by the same owner. Claimants could try to assert "sister ship" liability against one vessel in our fleet for claims relating to another vessel in our fleet.




Terrorist attacks, piracy, and international hostilities have previously affected the shipping industry, and any future attacks could negatively impact our results of operations and financial condition




We conduct our marine fuel supply operations outside of the United States, and our business, results of operations, cash flows and financial condition could suffer by changing economic, political and government conditions in the countries and regions where our vessels are employed or registered. Moreover, we operate in a sector of the economy that is likely to be adversely impacted by the effects of political instability, terrorist or other attacks, war, piracy, or international hostilities, and any restrictive governmental actions that may result in response to such activity.




In particular, in recent years, acts of piracy on ocean-going vessels have increased in frequency, which could adversely affect our business.  Such acts of piracy have historically affected ocean-going vessels trading in regions of the world such as the South China Sea and in the Gulf of Aden off the coast of Somalia.  On July 16, 2011, the Aegean Star, one of our oil products tankers, was attacked and captured by pirates approximately 12.5 miles off the coast of Benin for a period of approximately two days.  We may not be adequately insured to cover losses from these incidents, which could have a material adverse effect on us.  In addition, detention hijacking, involving the hostile detention of a vessel, as a result of an act of piracy against our vessels, or an increase in cost, or unavailability of insurance for our vessels, could have a material adverse impact on our business, financial condition, and results of operations.




Our principal shareholders own a significant portion of our outstanding common shares, which may limit your ability to influence our actions, and may not act in the best interests of our other shareholders




Our principal shareholders, Mr. Melisanidis, our Head of Corporate Development, and Mr. Georgiopoulos, the Chairman of our board of directors, currently own approximately 22% and 10.3% of our outstanding shares of common stock, respectively. Accordingly, Messrs. Melisanidis and Georgiopoulos have the power to exert considerable influence over our actions, including the election of our directors, the adoption or amendment of provisions in our articles of incorporation and bylaws and approval of possible mergers, amalgamations, control transactions and other significant corporate transactions. This concentration of ownership may have the effect of delaying, deferring or preventing a change in control, merger, consolidation, takeover or other business combination. This concentration of ownership could also discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which could in turn have an adverse effect on the market price of our shares. So long as Messrs. Melisanidis and Georgiopoulos continue to own a significant amount of our equity, even though such amount represents less than 50% of our voting power, they will continue to be able to exercise considerable influence over our decisions. In addition, Mr. Melisanidis and members of Mr. Melisanidis' family hold significant interest in our related companies and the interests of Mr. Melisanidis may not coincide with the interests of other holders of our common stock. For further discussion, please see "Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions." Messrs. Melisanidis and Georgiopoulos may not necessarily act in accordance with the best interests of other shareholders. To the extent that conflicts of interests may arise, Messrs. Melisanidis and Georgiopoulos may vote in a manner adverse to us or to you or other holders of our securities.




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In addition, we have entered into an employment agreement with Mr. Melisanidis. The employment agreement restricts Mr. Melisanidis' ability to compete with us during the term of the employment agreement and 12 months following its termination. If we are unable to enforce such restrictions on Mr. Melisanidis against competing with us, any direct or indirect competition from Mr. Melisanidis could be particularly damaging to us.




Some of our directors are affiliated with other companies, which could result in conflicts of interest that may not be resolved in our favor




Some of our directors also serve as directors of other public companies and are employees or have investments in companies in industries related to ours. In particular, Mr. Georgiopoulos, the Chairman of our board of directors, is Chairman of the board of directors of General Maritime Corporation, or General Maritime, and Genco Shipping & Trading Limited. Also, Mr. John Tavlarios and Mr. George Konomos, who serve as our directors, are also directors of General Maritime. Mr. Tavlarios is also an executive officer of General Maritime. As such, General Maritime may be deemed one of our affiliates for United States securities laws purposes. To the extent that the other entities with which our directors may be affiliated compete with us for business opportunities, prospects or financial resources, or participate in ventures in which we may participate, our directors may face actual or apparent conflicts of interest in connection with decisions that could have different implications for us and the other companies. These decisions may relate to corporate opportunities, corporate strategies, potential acquisitions of businesses, intercompany agreements, competition, the issuance or disposition of securities, the election of new or additional directors and other matters. Such potential conflicts may delay or limit the opportunities available to us, and it is possible that conflicts may be resolved in a manner adverse to us.




Our status as a foreign private issuer exempts us from certain of the corporate governance standards of the New York Stock Exchange, limiting the protections afforded to investors




We are a "foreign private issuer" within the meaning of the New York Stock Exchange, or NYSE, corporate governance standards. Under the NYSE rules, a foreign private issuer may elect to comply with the practice of its home country and not to comply with certain NYSE corporate governance requirements, including the requirements that:




·
a majority of the board of directors be independent directors;




·
both a nominating and corporate governance and a compensation committee be established and composed entirely of independent directors and each committee has a written charter addressing its purpose and responsibilities;




·
an annual performance evaluation of the nominating and corporate governance and compensation committees be undertaken;




·
non-management directors meet in regular executive sessions without members of management in attendance;




·
a company has corporate governance guidelines or a code of ethics; and




·
an audit committee consists of a minimum of three independent directors.




We voluntarily comply with most of the NYSE rules. However, investors will not have the same protections afforded to shareholders of companies that are subject to all NYSE corporate governance requirements.




13







Because the Public Company Accounting Oversight Board is not currently permitted to inspect our independent accounting firm, you may not benefit from such inspections




Auditors of U.S. public companies are required by law to undergo periodic Public Company Accounting Oversight Board, or PCAOB, inspections that assess their compliance with U.S. law and professional standards in connection with performance of audits of financial statements filed with the SEC. Certain European Union countries, including Greece, do not currently permit the PCAOB to conduct inspections of accounting firms established and operating in such European Union countries, even if they are part of major international firms. The PCAOB did conduct inspections in Greece in 2008 and evaluated our auditor's performance of audits of SEC registrants and our auditor's quality controls. Accordingly, unlike for most U.S. public companies, the PCAOB is currently prevented from evaluating our auditor's performance of audits and its quality control procedures, and, unlike shareholders of most U.S. public companies, our shareholders are deprived of the possible benefits of such inspections.




Anti-takeover provisions in our organizational documents could have the effect of discouraging, delaying or preventing a merger, amalgamation or acquisition, which could reduce the market price of our common shares




Several provisions of our articles of incorporation and our bylaws could make it difficult for our shareholders to change the composition of our board of directors in any one year, preventing them from changing the composition of management. In addition, the same provisions may discourage, delay or prevent a merger or acquisition that shareholders may consider favorable.




These provisions include:




·
authorizing our board of directors to issue "blank check" preferred stock without shareholder approval;




·
providing for a classified board of directors with staggered, three-year terms;




·
prohibiting cumulative voting in the election of directors;




·
authorizing the removal of directors only for cause and only upon the affirmative vote of the holders of at least 70% of the outstanding shares of our capital stock entitled to vote for the directors;




·
prohibiting shareholder action by written consent unless the written consent is signed by all shareholders entitled to vote on the action;




·
limiting the persons who may call special meetings of shareholders; and




·
establishing advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted on by shareholders at shareholder meetings.




In addition, we have entered into a shareholders rights agreement that makes it more difficult for a third-party to acquire us without the support of our board of directors. See "Item 10. Additional Information—B. Memorandum and Articles of Association—Stockholders Rights Agreement." These anti-takeover provisions could substantially impede the ability of public shareholders to benefit from a change in control and, as a result, may reduce the market price of our common stock and your ability to realize any potential change of control premium.




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We are incorporated in the Marshall Islands, which does not have a well-developed body of corporate law and shareholders may have difficulty protecting their interests




Our corporate affairs are governed by our articles of incorporation and bylaws and by the Marshall Islands Business Corporations Act, or the BCA. The provisions of the BCA resemble provisions of the corporation laws of a number of states in the United States. However, there have been few judicial cases in the Marshall Islands interpreting the BCA. The rights and fiduciary responsibilities of directors under the law of the Republic of the Marshall Islands are not as clearly established as the rights and fiduciary responsibilities of directors under statutes or judicial precedent in the United States. The rights of shareholders of companies incorporated in the Marshall Islands may differ from the rights of shareholders of companies incorporated in the United States. The BCA provides that it is to be interpreted according to the laws of the State of Delaware and other states with substantially similar legislative provisions. However, there have been few, if any, court cases interpreting the BCA in the Marshall Islands and Marshall Islands courts may not reach the same conclusions as United States courts. Thus, you may have more difficulty protecting your interests in the face of actions by the management, directors or controlling shareholders than would shareholders of a corporation incorporated in a United States jurisdiction which has developed a relatively more substantial body of case law.




We may be subject to litigation, arbitration and other proceedings that could have an adverse effect on our business




We may be, from time to time, involved in various litigation matters arising in the ordinary course of business, or otherwise.  These matters may include, among other things, contract disputes, personal injury claims, environmental matters, governmental claims for taxes or duties, securities, or maritime matters.  The potential costs to resolve any claim or other litigation matter, or a combination of these, may have a material adverse effect on us because of potential negative outcomes, the costs associated with asserting our claims or defending such lawsuits, and the diversion of management's attention to these matters.




Please see "Item 8.A Consolidated Statements and Other Financial Information—Legal Proceedings" for a description of our litigation matters.




Risk Factors Relating to Our Industry




Adverse economic conditions in the shipping industry may reduce the demand for our products and services and negatively affect our results of operations and financial condition




Our business is focused on the physical supply and marketing of refined marine fuel and marine lubricants to the shipping industry. The shipping industry has been materially adversely affected by current economic conditions which may have an adverse effect on our customers, which may reduce the demand for our products and services and negatively affect our results of operations and financial condition.




In addition, any political instability, terrorist activity, piracy activity or military action that disrupts shipping operations will adversely affect our customers. Any adverse conditions in the shipping industry may reduce the demand for our products and services and negatively affect our results of operations and financial condition.




Material disruptions in the availability or supply of oil may reduce the supply of our products and have a material impact on our operating results, revenues and costs




The success of our business depends on our ability to purchase, sell and deliver marine petroleum products to our customers. Material disruptions in the availability or supply of oil may have an adverse effect on our suppliers. In addition, any political instability, natural disasters, terrorist activity, piracy, military action or other similar conditions may disrupt the availability or supply of oil and consequently decrease the supply of refined marine fuel. Decreased availability or supply of marine fuel may reduce our operating results, revenues and results of operations.




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Changes in the market price of petroleum may increase our credit losses, reduce our liquidity and decrease our profitability




Unanticipated changes in the price of oil and gas may negatively affect our business. A rapid decline in fuel prices could decrease our profitability because if we were to purchase inventory when fuel prices are high without having a corresponding sales contract in place, we may not be able to resell it at a profit. Conversely, increases in fuel prices can adversely affect our customers' businesses, and consequently increase our credit losses. Increases in fuel prices could also affect the credit limits extended to us by our suppliers and our working capital requirements, potentially affecting our liquidity and profitability. In addition, increases in oil prices will make it more difficult for our customers to operate and could reduce demand for our services.




In the highly competitive marine fuel supply industry, we may not be able to successfully compete for customers with new entrants or established companies with greater resources, which would negatively affect our financial condition and our ability to expand our business




We are subject to aggressive competition in all aspects of our business. Our competitors are numerous, ranging from large multinational corporations, which have significantly greater capital resources than us, to relatively small and specialized firms. In addition to competing with fuel resellers, such as World Fuel Services Corporation and Chemoil Corporation, we also compete with the major oil producers, such as BP Marine, Shell, Marine Products and ExxonMobil, that market fuel directly to large commercial shipping companies. We also compete with physical suppliers of marine fuel products, such as CESPA (Gibraltar) Ltd. and Fujairah National Bunkering Co. LLC, for business from traders and brokers as well as end customers. We may not be able to successfully compete for customers because of increased competition from the major oil producers, or our suppliers who may choose to market directly to large as well as smaller shipping companies, or to provide less advantageous price and credit terms to us. Also, due in part to the highly fragmented market, competitors with greater resources could enter the marine fuel supply industry and operate larger fleets of bunkering tankers through consolidations or acquisitions and may be able to offer better terms than we are able to offer to our customers.




Our operations are subject to extensive environmental laws and regulations, the violation of which could result in liabilities, fines or penalties and changes of which may require increased capital expenditures and other costs necessary to operate and maintain our vessels




We are subject to various environmental laws and regulations dealing with the handling of fuel and fuel products. We currently store fuel inventories on our bunkering tankers and storage facilities and we may, in the future, maintain fuel inventories at several other locations in fixed or floating storage facilities. Our operations involve the risks of fuel spillage or seepage, environmental damage, and hazardous waste disposal, among other things. If we are involved in a spill or other accident involving hazardous substances, if there are releases of fuel and fuel products we own, or if we are found to be in violation of environmental laws or regulations, we could be subject to liabilities that could have a materially adverse effect on our business and operating results. We are also subject to possible claims by customers, employees and others who may be injured by a fuel spill, exposure to fuel, or other accidents. If we should fail to comply with applicable environmental regulations, we could be subject to substantial fines or penalties and to civil or criminal liability.




In particular, our operations are subject to numerous laws and regulations in the form of international conventions, national, state and local laws and national and international regulations in force in the jurisdictions in which our vessels operate or are registered, which can significantly affect the ownership and operation of our vessels. These regulations include, but are not limited to, European Union regulations, the UK's Environmental Protection Act 1990, or EPA, the UK's Water Resources Act 1991, as amended, or WRA, the Pollution Prevention and Control (England and Wales) Regulations 2010, or the Regulations, and regulations of the IMO, including the International Convention for the Prevention of Pollution from Ships of 1975, the International Convention for the Prevention of Marine Pollution of 1973, the IMO International Convention for the Safety of Life at Sea of 1974 and the International Convention on Load Lines of 1966. To the extent our tankers operate in U.S. waters, however infrequent, we face the risk of liability under the U.S. Oil Pollution Act of 1990, or the OPA, the U.S. Comprehensive Environmental Response, Compensation and Liability Act of 1980, or CERCLA, the U.S. Clean Water Act, and the U.S. Maritime Transportation Security Act of 2002.  We refer you to the discussion in the section of this report entitled "Environmental and Other Regulations" for a description of environmental laws and regulations that affect our business.




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A failure to comply with applicable laws and regulations may result in administrative and civil penalties, criminal sanctions or the suspension or termination of our operations. Some environmental laws often impose strict liability for remediation of spills and releases of oil and hazardous substances, which could subject us to liability without regard to whether we were negligent or at fault. An oil spill could result in significant liability, including fines, penalties, criminal liability and remediation costs for natural resource damages as well as third-party damages. We are required to satisfy insurance and financial responsibility requirements for potential oil (including marine fuel) spills and other pollution incidents. Our insurance policies covering certain environmental risks may not be sufficient to cover all such risks and any claim may have a material adverse effect on our business, results of operations, cash flows and financial condition.




Compliance with applicable laws, regulations and standards, may require us to make additional capital expenditures for the installation of costly equipment or operational changes and may affect the resale value or useful lives of our vessels. In order to satisfy these requirements, we may, from time to time, be required to take our vessels out of service for extended periods of time, with corresponding losses of revenues. We may also incur additional costs in order to comply with other existing and future regulatory obligations, including costs relating to air emissions, maintenance and inspection, development and implementation of emergency procedures and insurance coverage or other financial assurance of our ability to address pollution incidents. These costs could reduce our results of operations and cash flows and weaken our financial condition. Also, in the future, market conditions may not justify these expenditures or enable us to operate some or all of our vessels profitably during the remainder of their economic lives.




Our operations have inherent risks that could negatively impact our results of operations and financial condition




Operating bunkering vessels and marine fuel storage facilities involves inherent risks that could negatively impact our results of operations an financial condition. Our vessels and fuel oils that they carry are at risk of being damaged or lost because of events such as marine disasters, bad weather, mechanical failures, human error, war, terrorism, piracy and other circumstances or events. All of these hazards can result in death or injury to persons, loss of revenues or property, environmental damage, higher insurance rates, damage to our customer relationships, delays or rerouting.  Although we maintain insurance to mitigate these costs, there can be no assurance that our insurance would be sufficient to cover the liabilities we may incur as a result of the occurrence of one or more of these events.




If our vessels suffer damage, they may need to be repaired. The costs of vessel repairs are unpredictable and can be substantial. We may have to pay repair costs that our insurance policies do not cover. The loss of earnings while these vessels are being repaired, as well as the actual cost of these repairs, would decrease our results of operations. If one of our vessels were involved in an accident with the potential risk of environmental contamination, the resulting media coverage could have a material adverse effect on our business, our results of operations and cash flows and weaken our financial condition.




Risk Factors Relating to Our Common Stock




Future sales of our common shares could cause the market price of our common stock to decline




The market price of our common stock could decline due to sales, or the announcements of proposed sales, of a large number of common stock in the market, including sales of common stock by our large shareholders, or the perception that these sales could occur. These sales, or the perception that these sales could occur, could also make it more difficult or impossible for us to sell equity securities in the future at a time and price that we deem appropriate to raise funds through future offerings of common stock.




Our amended and restated articles of incorporation authorize our board of directors to, among other things, issue additional shares of common or preferred stock or securities convertible or exchangeable into equity securities, without shareholder approval. We may issue such additional equity or convertible securities to raise additional capital. The issuance of any additional shares of common or preferred stock or convertible securities could be substantially dilutive to our shareholders. Moreover, to the extent that we issue restricted stock units, stock appreciation rights, options or warrants to purchase our common shares in the future and those stock appreciation rights, options or warrants are exercised or as the restricted stock units vest, our shareholders may experience further dilution. Holders of shares of our common stock have no preemptive rights that entitle such holders to purchase their pro rata share of any offering of shares of any class or series and, therefore, such sales or offerings could result in increased dilution to our shareholders.




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Our share price may continue to be highly volatile, which could lead to a further loss of all or part of an investor's investment and there may not be a continuing public market for you to resell our common stock




Since 2008, the stock market has experienced extreme price and volume fluctuations. This volatility has often been unrelated to the operating performance of particular companies. The market price of our shares of common stock fluctuated substantially during 2012, closing at a high of $7.93 in April 2012 and a low of $4.13 in January 2012. If the volatility in the market continues or worsens, it could have a further adverse affect on the market price of our shares of common stock, regardless of our operating performance, and an active and liquid public market for our shares of common stock may not continue.




The market price of our common stock is due to a variety of factors, including:




·
fluctuations in interest rates;




·
fluctuations in the availability or the price of oil;




·
fluctuations in foreign currency exchange rates;




·
announcements by us or our competitors;




·
changes in our relationships with customers or suppliers;




·
changes in governmental regulation of the fuel industry;




·
changes in United States or foreign tax laws;




·
actual or anticipated fluctuations in our operating results from period to period;




·
changes in financial estimates or recommendations by securities analysts;




·
changes in accounting principles;




·
a general or industry-specific decline in the demand for, and price of, our shares of common stock resulting from capital market conditions independent of our operating performance;




·
the loss of any of our key management personnel; and




·
our failure to successfully implement our business plan.




In 2012, the trading price of our shares of common stock fell below $5.00. If the market price of our common stock again falls below and remains below $5.00 per share, under stock exchange rules, our stockholders will not be able to use such shares as collateral for borrowing in margin accounts. This inability to use our shares of common stock as collateral may depress demand as certain institutional investors are restricted from investing in shares priced below $5.00 and lead to sales of such shares creating downward pressure on and increased volatility in the market price of our shares of common stock.




You may not be able to sell your shares of our common stock in the future at the price that you paid for them or at all.




We may issue additional shares of common stock or other equity securities without your approval, which would dilute your ownership of your interests and may depress the market price of our common stock




We may issue additional shares of common stock or other equity securities of equal or senior rank in the future in connection with, among other things, future vessel acquisitions, repayment of outstanding indebtedness or our equity incentive plan, without shareholder approval, in a number of circumstances.




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Our issuance of additional shares of common stock or other equity securities of equal or senior rank would have the following effects:




·
our existing shareholders' proportionate ownership interest in us will decrease;




·
the amount of cash available for dividends payable on the shares of our common stock may decrease;




·
the relative voting strength of each previously outstanding common share may be diminished; and




·
the market price of the shares of our common stock may decline.




ITEM 4.
INFORMATION ON THE COMPANY




A.           History and Development of the Company




Aegean Marine Petroleum Network Inc. is a Marshall Islands holding company incorporated on June 6, 2005 under the BCA.  On September 29, 2005, Leveret, our then sole shareholder, contributed direct and indirect ownership of companies that conduct our business operations.  Prior to our initial public offering, we had 28,035,000 shares of common stock outstanding. On December 13, 2006, we consummated our initial public offering of an additional 14,375,000 shares of our common stock, which we refer to as the initial public offering.  On January 27, 2010, we completed a public offering of an additional 4,491,900 shares of our common stock. On May 19, 2010, we acquired from Leveret in a private transaction 1,000,000 shares of our common stock.  On July 20, 2011, the Company's Board of Directors approved a share repurchase program for up to 2,000,000 shares of our common stock, of which the Company repurchased 971,639 shares as of December 31, 2012.




For more information on the development of our business, see "—B. Business Overview" below.




We maintain our principal marketing and operating offices at 10, Akti Kondili, Piraeus 185 45 Athens, Greece. Our telephone number at that address is 011 30 (210) 458-6200. We also have an executive office to oversee our financial and other reporting functions in the United States at 20 Signal Road, Stamford, Connecticut 06902. Our telephone number at that address is (203) 595-5184.




B.           Business Overview




We are an international marine fuel logistics company that markets and physically supplies refined marine fuel and lubricants to vessels in port and at sea. As a physical supplier, we procure marine fuel from refineries, major oil producers and other sources and resell and deliver these fuels using our bunkering vessels to a broad base of end users, including oil tankers, container ships, drybulk carriers, cruise ships, reefers, LNG/LPG carriers, car carriers, ferries, marine fuel traders, brokers and other users.  With service centers in Greece, Gibraltar, the United Arab Emirates, Jamaica, Singapore, Belgium, the United Kingdom, Panama, Ghana, Canada, Trinidad and Tobago, Morocco, the Canary Islands, Cape Verde, Hong Kong and the Antwerp-Rotterdam-Amsterdam, or ARA, region, we believe that we are one of a limited number of independent physical suppliers that owns and operates a fleet of bunkering vessels and conducts physical supply operations in multiple jurisdictions.




We are one of the largest owners and operators of bunkering vessels.  We currently own a fleet of 58 bunkering vessels, 53 of which are double-hull, and we charter in nine bunkering vessels, seven of which are double hull. Since our initial public offering, we took delivery of 31 newbuilding double hull bunkering tankers and paid an aggregate of $349.9 million in connection with the acquisition of these vessels. We may purchase additional newbuilding and secondhand vessels in the future.




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We provide our customers with a service that requires sophisticated logistical operations designed to meet their strict fuel quality and delivery scheduling needs. We believe that our extensive experience, management systems and proprietary software systems allow us to meet our customers' specific requirements when they purchase and take delivery of marine fuels and lubricants around the world; this, together with the capital intensive nature of our industry and the limited available shipyard capacity for new vessel construction, represents a significant barrier to the entry of competitors. We have devoted our efforts to building a global brand and believe that our customers recognize our brand as representing high quality service and products at each of our locations around the world.  We manage our technical ship operations in-house, which helps us maintain high levels of customer service.




We intend to continue expanding our business and marine fuel delivery capabilities. In January 2008 and April 2008, we commenced operations in West Africa and the United Kingdom, respectively.  In July 2008, we acquired Canada-based marketer and physical supplier, ICS Petroleum Ltd. with operations in Vancouver, Montreal, and Mexico, and in June 2009, we commenced our physical operations in Trinidad and Tobago. In August 2009, we also commenced operations in Tanger-Med, Morocco. In January 2010, we entered into an agreement with companies owned and controlled by members of Mr. Melisanidis' family, for the purchase of property in Jamaica, to be used as a land-based storage facility. In April 2010, we acquired Verbeke Bunkering N.V., which has since been renamed Aegean North West Europe NV, or ANWE, a leading physical supplier of marine fuel in the ARA region. ANWE currently operates a fleet of 20 bunkering barges, of which 15 are double hull, and provides marine fuel delivery services in port to a diverse group of ship operators as well as marine fuel traders, brokers and other users. Also in April 2010, we announced our plans to construct a new land-based storage facility in the UAE. In July 2010 and June 2011, we commenced our physical operations in the Shell Las Palmas terminal and in Tenerife, respectively, in the Canary Islands.  In March 2011, we commenced physical supply operations in Cape Verde, upon entering into a strategic co-operation with Enacol, an energy company based in Cape Verde. In August 2011, we were granted a concession to operate at the two ports, Balboa and Cristobal, located at each end of the Panama Canal and commenced operations of land-based storage facilities.  Additionally, in July 2012, we commenced utilization of our onshore storage facility in Tanger Med, a cargo and passenger port located offshore Morocco.  Also, in September 2012, we commenced physical supply operations in Hong Kong.




In April 2012, we entered into a strategic alliance with China Changjiang Bunker Sinopec Co. Ltd., or CCBC, a state-owned bunker supply company, pursuant to which CCBC provides comprehensive marine fuel services to our customers in strategic ports in China, including all Changjiang River ports and certain coastal ports. Under the alliance, we are responsible for the supply and delivery of marine fuel to CCBC's customers in our network of service centers.




We plan to establish new service centers in other selected locations around the world during the next several years and to pursue acquisition opportunities as a means of expanding our service. In August 2012, we signed a definitive agreement with Meroil, a Barcelona-based oil and energy logistics company which operates the largest Spanish coastline terminal for petroleum products in the Port of Barcelona, Spain, to secure onshore fuel oil storage capacity in that terminal.  We also intend to establish a new service center and commence physical supply operations in Barcelona by the end of the second quarter of 2013.




We have a global presence in 20 markets, including Vancouver, Montreal, Mexico, Jamaica, Trinidad and Tobago, West Africa, Gibraltar, U.K., Northern Europe, Piraeus, Patras, the United Arab Emirates, Singapore, Morocco, the ARA region, Las Palmas, Tenerife, Cape Verde, Panama and Hong Kong.




In certain markets, we have deployed floating storage facilities which enable us to maintain more efficient refueling operations, have more reliable access to a supply of bunker fuel and deliver a higher quality service to our customers. We own a double hull Aframax tanker, the Leader, with cargo-carrying capacity of approximately 84,000 dwt, which operates as a floating storage facility in the United Arab Emirates. We also operate a barge, the Mediterranean, with a cargo-carrying capacity of approximately 19,900 dwt, and one single hull bunkering barge, the Tapuit, with a cargo-carrying capacity of approximately 2,500 dwt, which we use as floating storage facilities in Greece and Northern Europe, respectively. In addition, we own and operate one special purpose vessel, the Orion, a 550 dwt tanker, which is based in our Greek market. For information on the acquisition of the Mediterranean, please see "Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Purchase of Floating Storage Facilities."




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Furthermore, we operate land-based storage facilities in Panama, Tangiers, Las Palmas, and the United Kingdom, where we store marine fuel in terminals with storage capacity of approximately 27,000, 218,000, 65,000 and 40,000 cubic meters, respectively. In addition, we plan to complete the construction of our new land-based storage facility in the UAE with storage capacity of 465,000 cubic meters over the next eight months. We also expect to lease a marine fuel terminal in Barcelona with storage capacity of 50,000 cubic meters, when we establish our service center there. We may also consider the construction of a land-based storage facility in Jamaica with a storage capacity of 80,000 cubic meters, provided we are able to obtain adequate financing, as discussed below under"Our Service Centers–Jamaica."




Our capital expenditures in connection with the establishment or the acquisition of service centers, including bunkering vessels and floating and land-based storage facilities, described above amounted to $262.4 million in the aggregate. In addition, as of December 31, 2012, we have paid $99.6 million in connection with the construction of our new land-based storage facility in the UAE and have remaining contractual obligations relating to this project of approximately $10 million, which will be due during 2013. We intend to finance the payment of these amounts with our 2013 Fujairah Credit Facility.




In addition to our bunkering operations described above, we market and distribute marine lubricants under the Alfa Marine Lubricants brand. Alfa Marine Lubricants are currently available in most of our markets. We view this business as complimentary to our business of marketing and delivering marine fuel.  We are a member of the Sealub Alliance Network, a group formed by Gulf Oil Marine Ltd., to collaborate in the marketing and distribution of marine lubricants.




Our Service Centers




Greece




We currently service our customers through our related company, Aegean Oil, in Piraeus, Patras, and other parts of Greece. Aegean Oil has a license, which we, as a non-Greek company, are not qualified to obtain, to operate as a physical supplier of refined marine petroleum products in Greece. We currently operate ten double hull tankers, one single hull special purpose vessel, the Orion, a 550 dwt tanker, and one floating storage facility, the Mediterranean, a double hull barge, in Greece.




We purchase our fuel from Hellenic Refinery (ELPE) and Motor Oil Hellas. We store fuel in our floating storage facility, the Mediterranean. We compete here against at least six other physical suppliers: Eko Abee., Sekavin S.A., Seka S.A., Jet Oil S.A., Eteka S.A. and FOS Marine Petroleum S.A.




Aegean Oil's license to operate as a physical supplier of refined marine petroleum products allows it to operate not only in Piraeus and Patras but in all ports in Greece, including Thessaloniki and Crete. As we expand our business, we may elect to service our customers in other Greek ports and seek a larger share of the total Greek market for supply of marine petroleum products.




We support our operations in Greece from our office in Piraeus, which we lease.




Gibraltar




We possess a license issued by the Bunkering Superintendent of the Port of Gibraltar to act as a physical supplier of marine petroleum products in Gibraltar. We currently operate five double hull bunkering tankers.




We purchase our fuel in Gibraltar from a variety of different suppliers including Repsol S.A., BP Oil International Ltd, Tupras Co, Gunvor S.A., Galp Energia SGPS S.A. and Lia Oil S.A. We store our fuel in the leased storage facility in Tangiers. We currently compete here against four other physical suppliers, CESPA (Gibraltar) Ltd., Vemaoil Company Ltd., Bominflot of Gibraltar Ltd., and Peninsula Petroleum Ltd.




We support our bunkering operations from our office in Gibraltar, which we lease.




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United Arab Emirates




We possess a license issued by Sharjah Economic Development Department to act as a physical supplier of marine petroleum products in the port area of Fujairah. We currently operate six double hull bunkering tankers and have also positioned one floating storage facility, the Leader, a double hull Aframax tanker, in the UAE.




We purchase our fuel in Fujairah from a variety of different suppliers including Vitol, Shell, BP Oil International Ltd and Bapco. We store our fuel in our floating storage facility, the Leader. We compete here against other physical suppliers, including ENOC Bunkering (Fujairah) LLC, Akron Trade and Transport, International Supply, Oil Marketing & Trading Inc., and Chemoil.




We support our bunkering operations from two offices in Fujairah and Kohr Fakkan, which we lease.




We have a 25-year lease agreement with the Municipality of Fujairah, UAE, which can be automatically renewed for an additional 25 years, pursuant to which we are constructing a land-based storage facility with capacity of 465,000 cubic meters, which is expected to be completed by the end of 2013. The estimated total cost of the facility is $110.0 million, of which we have paid $99.6 million and have remaining contractual obligations of approximately $10.0 million during 2013. We intend to finance the payment of these amounts with our 2013 Fujairah Credit Facility.  Please see "Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions."




Jamaica




We are authorized by the Port Authority of Jamaica to act as a physical supplier of marine petroleum products in Jamaica. We service our customers in the ports of Kingston, Montego Bay and Ocho Rios, Jamaica, and may elect to service our customers in other locations in Jamaica. We operate two double hull tanker in Jamaica.




In Jamaica, we have a long-term contract to purchase our fuel from the state refinery, Petrojam Limited. We currently compete here against another physical supplier, the Petrotec Marine Petroleum Ltd.




We support our bunkering operations from our office in Kingston, which we lease.




In January 2010, we purchased a property in Jamaica from companies owned and controlled by members of Mr. Melisanidis' family, which we may use as a land-based storage facility of approximately 80,000 cubic meters, provided we are able to obtain adequate financing. The purchase price for the property, $9.8 million, was determined by the disinterested members of our board of directors to be no less than we could have obtained from a third-party. We are currently holding this asset for strategic opportunity for purposes of either development or sale.




Singapore




We possess a license issued by the Maritime and Port Authority of Singapore to act as a physical supplier of marine petroleum products in the port of Singapore. We currently operate six double hull bunkering tankers in Singapore and we also have short term chartering agreements with third-parties for some of these vessels.




We purchase our fuel in Singapore from a variety of different suppliers including BP Singapore Pte. Ltd., Chemoil, Conoco-Phillips, Shell Singapore, Kuo Oil and ExxonMobil. We compete here against other physical suppliers, including major oil producers, Global Energy Trading Pte. Ltd., Alliance Oil Trading, Searights Maritime Services Pte. Ltd., Equatorial Marine Fuel, Sentek Marine & Trading, Brightoil Petroleum and Chemoil International Pte Ltd.




We support our bunkering operations from our office in Singapore, which we lease.




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Northern Europe (ARA region)




We possess a license issued by the Belgian Federal Ministry of Finance to trade and supply marine petroleum products offshore and in ports. We deliver fuel offshore and service over 45 ports located throughout Northern Europe, including the North and Irish Sea, the French Atlantic, the English Channel and the St. George Channel. ANWE also service the ports of Antwerp, Rotterdam and Amsterdam and also the surrounding ports of Ghent, Zeebruges, Flushing, Terneuzen and Sluiskil, Moerdijk and Ijmuiden. We currently operate 21 bunkering tankers, of which 15 are double hull and six are single hull bunkering tankers, and have positioned one single hull floating storage facility, the Tapuit, a single hull bunkering barge, in the ARA region.




We purchase our fuel in Northern Europe from a variety of different suppliers. When we conduct our operations in ports, we compete here against other physical suppliers, including Chemoil Europe BV, BP, Total, and ExxonMobil.




We support our bunkering operations in Northern Europe from our office near Antwerp, which we own.




West Africa




We possess a license from Ghana's National Petroleum Authority to act as a physical supplier of marine petroleum products both off the coast and in the ports of Ghana. We commenced physical supply operations in January 2008. During 2012, we deployed one floating storage facility and four bunkering vessels in this region, which have since been either sold or redeployed to other markets, following our decision to strategically reduce our presence in the West African market. We manage our West African operations from our service center in Las Palmas.




United Kingdom




We own a marine fuel terminal infrastructure located in Portland Harbor. Our terminal is located near the southern access of the North Sea Emission Control Area, or ECA, and provides convenient access for commercial vessels to refuel. We store our marine fuel in land-based storage tanks, which we lease from Portland Port Limited, with storage capacity of 40,000 cubic meters. We commenced bunkering and terminal operations in April 2008. We operate one double hull bunkering tanker in the United Kingdom.




We purchase our fuel in the United Kingdom from a variety of different suppliers, including Total and Statoil. We compete here against other physical suppliers in other ports, including WFS (Falmouth).




We support our terminal and bunkering operations from our office in Portland, U.K., which we lease.




Vancouver




We trade and supply marine petroleum products off the coast and in the port of Vancouver.  We operate one double hull and two single hull bunkering barges in the port of Vancouver.




We purchase our fuel in Vancouver from a variety of different suppliers, including Esso (Imperial Oil), which also engages in supply operations in the port.  We compete here against other physical suppliers, including major oil producers, Marine Petrobulk Ltd., Shell Canada, and Petro Canada.




We support our bunkering operations here from our office in Vancouver, which we lease.




Trinidad and Tobago




We possess a license issued by the Republic of Trinidad and Tobago to act as a physical supplier of marine petroleum products in the area of Port of Spain in Trinidad and Tobago. We currently operate two double hull bunkering tankers in Trinidad and Tobago.




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We purchase our fuel in Trinidad and Tobago from a major supplier, Petrotrin. We compete here against other physical suppliers, including Ventrin.




We support our bunkering operations here from our office in Port of Spain, which we lease.




Morocco




We possess a license issued by the Agence Spéciale Tanger-Mediterranée, or the TMSA, to act as a physical supplier of marine petroleum products off the coast of Morocco and in the port of Tanger Med. We currently serve this service center with our Gibraltar-based bunkering tankers and operate a land-based storage facility in Tangiers with approximately 218,000 cubic meters capacity.




We were selected by Horizon Tangiers Terminal S.A., a special purpose consortium, as the exclusive bunkering company for the new port in Tanger Med. Beginning in July 2012, we store our fuel at the leased tanks of Tanger Med area under this appointment, the duration of which is 25 years.




We currently support our bunkering operations here from our office in Gibraltar, which we lease.




Las Palmas and Tenerife




In June 2010, we acquired the assets and operations of the Shell Las Palmas terminal in the Canary Islands. The Shell Las Palmas terminal occupies an area of approximately 20,000 square meters, providing bunkering services for a diverse group of ship operators primarily along major trans-Atlantic seaborne trade routes. The terminal includes a lubricants plant, dedicated land-based storage facilities with approximately 65,000 metric tons capacity as well as on-site blending facilities to mix all grades of fuel oils and distillates.  In June 2011, we commenced physical supply of operations in Tenerife.




We possess a license issued by the Canary Islands Ministry of Development to act as a physical supplier of marine petroleum products offshore and in the ports of Las Palmas and Tenerife. We currently operate four double hull bunkering tankers in Las Palmas.




We purchase our fuel from a variety of different suppliers, including Repsol S.A., Lia Oil S.A., and Galp Energia SGPS S.A. We mainly compete here against CEPSA, which is a physical supplier.




We support our operations in the Canary Islands from our office in Las Palmas, which we lease.




Cape Verde




In March 2011, we commenced physical supply operations in Cape Verde, an archipelago of ten islands located off the coast of West Africa, upon entering to a strategic co-operation agreement with Enacol S.A., or Enacol, a local energy company. Under the terms of the agreement with Enacol, we provide bunkering services from the port of Mindelo on the island of Sao Vicente and offshore. Enacol is responsible for providing fuel storage services.




We continue to provide fuelling services to our customers in Cape Verde under the strategic co-operation agreement with Enacol.




Panama




In August 2011, we were granted a 20-year concession agreement from the Panama Maritime Authority to operate at the two ports, Balboa and Cristobal, located at each end of the Panama Canal and operate land-based storage facilities with approximately 570,000 cubic meters capacity. On February 25, 2013, we sold our interest in the land-based storage facilities in Panama to an unaffiliated third-party purchaser for $9.7 million.  Under a separate agreement with the purchaser, we simultaneously agreed to lease from the purchaser fuel storage facilities at the ports, with approximately 27,000 cubic meters capacity. We currently deploy three double-hull bunkering tankers to the Panamanian ports to provide bunkering services.




24







We purchase our fuel from a variety of different suppliers, including PMI Trading Ltd and Glencore International plc. We mainly compete here against CEPSA, O.W. Bunker Ltd, Chevron and Chemoil Energy Ltd, which are physical suppliers.




We support our operations from our offices in Balboa and Cristobal, which we lease.




Hong Kong




In September 2012, we commenced physical supply operations in Hong Kong under a license issued by the marine department of Hong Kong to our operating vessel we deployed in the region, a double-hull bunkering tanker.




We purchase our fuel from a variety of different suppliers, including Pan-nation and Vermont.  We mainly compete here against Sinopec and Vermont.  We support our operations from our office in Hong Kong, which we lease.




Barcelona




In August 2012, we signed a definitive agreement with Meroil, a Barcelona-based oil and energy logistics company which operates the largest Spanish coastline terminal for petroleum products in the Port of Barcelona, Spain, to secure onshore fuel oil storage capacity in that terminal. We are currently in the process of obtaining a license from the Port Authority of Barcelona to act as a physical supplier of marine petroleum products. We intend to commence operations in Barcelona during the second quarter of 2013 by initially deploying one double hull tanker there.




Sales and Marketing




Most of our marketing, sales, ship-management and other related functions are performed at our main offices in Piraeus, Greece. We also market products and services from our offices in Stamford, Connecticut and Singapore. We market products and services to Canadian and Mexican markets from our offices in Vancouver and Montreal, Canada and to the ARA region from our office in Antwerp, Belgium. Our sales force interacts with our established customers and markets our fuel sales and services to large commercial shipping companies and foreign governments. We believe our level of customer service, years of experience in the industry, and reputation for reliability are significant factors in retaining our customers and attracting new customers. Our sales and marketing approach is designed to create awareness of the benefits and advantages of our fuel sales and services. We are active in industry trade shows and other available public forums.




Administrative Offices




Cyprus




We maintain an administrative office in Cyprus, which we lease. Our office in Cyprus is responsible for, among other things, certain invoicing functions of our principal operating subsidiary, Aegean Marine Petroleum S.A., or AMP.




Stamford, Connecticut




We maintain an executive office in Stamford, Connecticut to oversee our financial and other reporting functions.




Customers




We market marine fuel and related services to a broad and diversified base of customers. During the years ended December 31, 2010, 2011, and 2012, none of our customers accounted for more than 10% of our total revenues. Our customers serviced during the past three years include Greek-owned commercial shipping companies, such as Blue Star Ferries, Neptune Line Shipping and ENESEL S.A., other international shipping companies, such as A.P. Moller and Royal Caribbean Cruises Ltd., fuel traders and brokers, such as World Fuel Services Corporation, and oil majors, such as Exxon Mobil Corporation.




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Suppliers




We purchase our marine fuel and lubricants from refineries, oil majors or other select suppliers around the world. In the year ended December 31, 2012, we purchased marine petroleum products of approximately $458.1 million, or approximately 7% of our total purchases of marine petroleum products, from our related company, Aegean Oil. The majority of our purchases of marine petroleum products during the year ended December 31, 2012 were made from unrelated third-party suppliers and totaled $6,481.5 million, or approximately 93% of our total purchases of marine petroleum products.  Our cost of fuel is generally tied to spot pricing, market-based formulas or is governmentally controlled. We are usually extended trade credit from our suppliers for our fuel purchases, which are generally required to be secured by standby letters of credit or letters of guarantee.




Competition




We compete with marine fuel traders and brokers, such as World Fuel Services Corporation and Chemoil Corporation, and major oil producers, such as BP Marine, Shell, Marine Products and ExxonMobil Marine Fuel, for services and end customers. We also compete with physical suppliers of marine fuel products, such as CESPA (Gibraltar) Ltd. and Fujairah National Bunkering Co. LLC, for business from traders and brokers as well as end customers. Our competitors include both large corporations and small, specialized firms. Some of our competitors are larger than we are and have substantially greater financial and other resources than we do. Some of our suppliers also compete against us.




Environmental and Other Regulations




Government regulations and laws significantly affect the ownership and operation of our tankers and marine fuel facilities.  We are subject to various international conventions, laws and regulations in force in the countries in which our fuel facilities are located, and where our vessels may operate or are registered.  Compliance with such laws, regulations and other requirements entails significant expense, including vessel modification and implementation of certain operating procedures.




A variety of governments, quasi-governmental and private organizations subject our tankers to both scheduled and unscheduled inspections.  These organizations include the local port authorities, national authorities, harbor masters or equivalent, classification societies, flag state and charterers, particularly terminal operators and oil companies.  Some of these entities require us to obtain permits, licenses and certificates and approvals for the operation of our tankers and marine fuel facilities.  Our failure to maintain necessary permits, licenses, certificates or approvals could require us to incur substantial costs or temporarily suspend operation of our marine fuel terminal or one or more of the vessels in our fleet.




We believe that the heightened levels of environmental and quality concerns among insurance underwriters, regulators and charterers have led to greater inspection and safety requirements on all vessels and may accelerate the scrapping of older vessels throughout the industry.  Increasing environmental concerns have created a demand for tankers that conform to the stricter environmental standards.  We are required to maintain operating standards for all of our vessels emphasizing operational safety, quality maintenance, continuous training of our officers and crews and compliance with applicable local, national and international environmental laws and regulations.  We believe that the operation of our vessels will be in substantial compliance with applicable environmental laws and regulations and that our vessels have all material permits, licenses, certificates or other authorizations necessary for the conduct of our operations; however changes in such laws and regulations, such as the 2010 Deepwater Horizon oil spill or future serious marine incidents, may impact our resale value or useful lives of our tankers.  In addition, a future serious marine incident that results in significant oil pollution or otherwise causes significant adverse environmental impact could result in additional legislation or regulation that could negatively affect our profitability.




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International Maritime Organization




The IMO has adopted the International Convention for the Prevention of Marine Pollution from Ships, 1973, as modified by the Protocol of 1978 relating thereto, collectively referred to as MARPOL 73/78 and herein as MARPOL.  MARPOL entered into force on October 2, 1983.  It has been adopted by over 150 nations, including many of the jurisdictions in which our vessels operate.  MARPOL sets forth pollution-prevention requirements applicable to drybulk carriers, among other vessels, and is broken into six Annexes, each of which regulates a different source of pollution.  Annex I relates to oil leakage or spilling; Annexes II and III relate to harmful substances carried, in bulk, in liquid or packaged form, respectively; Annexes IV and V relate to sewage and garbage management, respectively; and Annex VI, lastly, relates to air emissions.  Annex VI was separately adopted by the IMO in September of 1997.




Our vessels are subject to regulatory requirements imposed by the IMO, including the phase-out of single-hull tankers.




In 1992, MARPOL was amended to make it mandatory for tankers of 5,000 dwt and more ordered after July 6, 1993 to be fitted with double hulls, or an alternative design approved by the IMO.  Following the Erika incident off the coast of France in December 1999, the IMO took steps to accelerate the phase-out of single hull tankers.  In April 2001, the IMO adopted a revised phase-out schedule for single hull tankers, which became effective in September 2003.




As a result of the oil spill in November 2002 relating to the loss of the MT Prestige, which was owned by a company not affiliated with us, in December 2003, the Marine Environmental Protection Committee of the IMO, or MEPC, adopted additional amendments to Annex I of the MARPOL Convention, which amendments became effective in April 2005. The amendment revised existing regulation 13G accelerating the phase-out of single hull oil tankers and adopted a new regulation 13H aimed at the prevention of oil pollution from oil tankers carrying heavy grade oil as cargo. Under the revised regulations, single hull oil tankers exceeding 5,000 tons deadweight were required to be phased out (or to meet certain other limited exceptions) no later than April 5, 2005 or the anniversary of the date of delivery of the ship on the date or in the year specified in the following table:




Category of Oil Tankers

Date or Year for Phase OutCategory 1—oil tankers of 20,000 dwt and above carrying crude oil, fuel oil, heavy diesel oil or lubricating oil as cargo, and of 30,000 dwt and above carrying other oils, which do not comply with the requirements for protectively located segregated ballast tanks

April 5, 2005 for ships delivered on April 5, 1982 or earlier; or

2005 for ships delivered after April 5, 1982Category 2—oil tankers of 20,000 dwt and above carrying crude oil, fuel oil, heavy diesel oil or lubricating oil as cargo, and of 30,000 dwt and above carrying other oils, which do comply with the protectively located segregated ballast tank requirements

April 5, 2005 for ships delivered on April 5, 1977 or earlier

2005 for ships delivered after April 5, 1977 but before January 1, 1978Category 3—oil tankers of 5,000 dwt and above but less than the tonnage specified for Category 1 and 2 tankers.

2006 for ships delivered in 1978 and 1979

2007 for ships delivered in 1980 and 1981

2008 for ships delivered in 1982

2009 for ships delivered in 1983

2010 for ships delivered in 1984 or later





Under the revised regulations, a flag state may permit continued operation of certain Category 2 or 3 tankers beyond the phase-out date set forth above. The regulations also enable a flag state to allow for some newer single hull oil tankers registered in its country that conform to certain technical specifications to continue operating until the earlier of the anniversary of the date of delivery of the vessel in 2015 or the date on which the vessel reaches 25 years after the date of its delivery, whichever is the earlier date. As described below, certain Category 2 and 3 tankers fitted only with double bottoms or double sides may also be allowed by the flag state to continue operations until their 25th anniversary of delivery. Port states are however permitted to deny entry to such tankers, if the tankers are also operating beyond the anniversary of the date of their delivery in 2015.




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The December 2003 amendments to Annex I of the MARPOL convention, discussed above, adopted a new regulation 13H on the prevention of oil pollution from oil tankers carrying heavy grade oil as cargo ("HGO"), which includes most grades of marine fuel. The new regulation requires, with certain limited exceptions, that single hull oil tankers of 5,000 dwt and above comply with regulation 13F of Annex 1 (setting out a number of requirements aimed at the prevention of oil pollution in the event of collision or stranding) after April 5, 2005, and that single hull oil tankers of 600 dwt and above but less than 5,000 dwt comply with regulation 13F(7)(a) of Annex 1 (requiring certain modifications to smaller tankers in order to prevent pollution in the event of collision or stranding) no later than the anniversary of their delivery in 2008.




Under regulation 13H, HGO means any of the following:




·      crude oils having a density at 15 C higher than 900 kg/m3;




·      fuel oils having either a density at 15 C higher than 900 kg/m3 or a kinematic viscosity at 50 C higher than 180 mm2/s; or




·      bitumen, tar and their emulsions.




Under the regulation 13H, the flag state may allow continued operation of oil tankers of 5,000 dwt and above, carrying crude oilwith a density at 15єC higher than 900 kg/m3 but lower than 945 kg/m3, that conform to certain technical specifications and where, in the opinion of the such flag state, the ship is fit to continue such operation, having regard to the size, age, operational area and structural conditions of the ship and provided that the continued operation shall not go beyond the date on which the ship reaches 25 years after the date of its delivery.




The flag state may also allow continued operation of a single hull oil tanker of 600 dwt and above but less than 5,000 dwt, carrying HGO as cargo, if, in the opinion of the such flag state, the ship is fit to continue such operation, having regard to the size, age, operational area and structural conditions of the ship, provided that the operation shall not go beyond the date on which the ship reaches 25 years after the date of its delivery.




The flag state may also exempt an oil tanker of 600 dwt and above carrying HGO as cargo if the ship is either engaged in voyages exclusively within an area under the flag state's jurisdiction, or if the ship is engaged in voyages exclusively within an area under the jurisdiction of another party to the MARPOL Convention, provided that party agrees. The same applies to vessels operating as floating storage units of HGO.




Any port state, however, can deny entry of single hull tankers carrying HGO which have been allowed to continue operation under the exemptions mentioned above, into the ports or offshore terminals under the port state's jurisdiction, or deny ship-to-ship transfer of HGO in areas under its jurisdiction except when such transfer is necessary for the purpose of securing the safety of a ship or saving life at sea.




In October 2004, the MEPC adopted a unified interpretation of regulation 13G that clarified the delivery date for converted tankers. Under the interpretation, where an oil tanker has undergone a major conversion that has resulted in the replacement of the forebody, including the entire cargo carrying section, the major conversion completion date shall be deemed to be the date of delivery of the ship, provided that:




·      the oil tanker conversion was completed before July 6, 1996;




·      the conversion included the replacement of the entire cargo section and fore-body and the tanker complies with all the relevant provisions of MARPOL Convention applicable at the date of completion of the major conversion; and




·      the original delivery date of the oil tanker will apply when considering the 15 years of age threshold relating to the first technical specifications survey to be completed in accordance.




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Revised Annex I to the MARPOL Convention entered into force in January 2007 and has undergone various minor amendments since then. Revised Annex I incorporates various amendments adopted since the MARPOL Convention entered into force in 1983, including the amendments to regulation 13G (regulation 20 in the revised Annex) and newly adopted regulation 13H (regulation 21 in the revised Annex). Revised Annex I also imposes construction requirements for oil tankers delivered on or after January 1, 2010. A further amendment to revised Annex I includes an amendment to the definition of HGO that will broaden the scope of regulation 21. On August 1, 2007 regulation 12A (an amendment to Annex I) came into force requiring fuel oil tanks to be located inside the double hull in all ships with an aggregate oil fuel capacity of 600m3 and above which are delivered on or after August 1, 2010, including ships for which the building contract is entered into on or after August 1, 2007 or, in the absence of a contract, for which the keel is laid on or after February 1, 2008. Non-compliance with the ISM Code or with other IMO regulations may subject a shipowner or bareboat charterer to increased liability, may lead to decreases in available insurance coverage for affected vessels and may result in denial of access to, or detention in, some ports including United States and European Union ports.




Air Emissions




In September of 1997, the IMO adopted Annex VI to MARPOL to address air pollution.  Effective May 2005, Annex VI sets limits on nitrogen oxide emissions from ships whose diesel engines were constructed (or underwent major conversions) on or after January 1, 2000.  It also prohibits "deliberate emissions" of "ozone depleting substances," defined to include certain halons and chlorofluorocarbons.  "Deliberate emissions" are not limited to times when the ship is at sea; they can for example include discharges occurring in the course of the ship's repair and maintenance.  Emissions of "volatile organic compounds" from certain tankers, and the shipboard incineration (from incinerators installed after January 1, 2000) of certain substances (such as polychlorinated biphenyls (PCBs)) are also prohibited.  Annex VI also includes a global cap on the sulfur content of fuel oil (see below).




Annex VI seeks to further reduce air pollution by, among other things, implementing a progressive reduction of the amount of sulphur contained in any fuel oil used on board ships.  As of January 1, 2012, the amended Annex VI requires that fuel oil contain no more than 3.50% sulfur.  By January 1, 2020, sulfur content must not exceed 0.50%, subject to a feasibility review to be completed no later than 2018.




Sulfur content standards are even stricter within certain "Emission Control Areas" ("ECAs").  As of July 1, 2010, ships operating within an ECA were not permitted to use fuel with sulfur content in excess of 1.0% (from 1.50%), which will be further reduced to 0.10% on January 1, 2015.  Amended Annex VI establishes procedures for designating new ECAs.  Currently, the Baltic Sea and the North Sea have been so designated.  On August 1, 2012, certain coastal areas of North America were designated ECAs, as will the applicable areas of the United States Caribbean Sea, effective January 1, 2014.  Ocean-going vessels in these areas will be subject to stringent emissions controls and may cause us to incur additional costs. If other ECAs are approved by the IMO or other new or more stringent requirements relating to emissions from marine diesel engines or port operations by vessels are adopted by the EPA or the states where we operate, compliance with these regulations could entail significant capital expenditures or otherwise increase the costs of our operations.




As of January 1, 2013 MARPOL made mandatory certain measures relating to energy efficiency for new ships. It makes the Energy Efficiency Design Index (EEDI) apply to all new ships and the Ship Energy Efficiency Management Plan (SEEMP) apply to all ships.




Amended Annex VI also establishes new tiers of stringent nitrogen oxide emissions standards for new marine engines, depending on their date of installation.  The U.S. Environmental Protection Agency promulgated equivalent (and in some senses stricter) emissions standards in late 2009.




With effect from January 1, 2010, the Directive 2005/33/EC of the European Parliament and of the Council of July 6, 2005, amending Directive 1999/32/EC came into force. The objective of the directive is to reduce emission of sulfur dioxide and particulate matter caused by the combustion of certain petroleum derived fuels. The directive imposes limits on the sulfur content of such fuels as a condition of their use within a Member State territory. The maximum sulfur content for marine fuels used by inland waterway vessels and ships at berth in ports in EU countries after January 1, 2010, is 0.10% by mass.




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Safety Requirements




The IMO also adopted the International Convention for the Safety of Life at Sea, or SOLAS, and the International Convention on Load Lines, or the LL Convention, which impose a variety of standards that regulate the design and operational features of ships.  The IMO periodically revises the SOLAS and LL Convention standards. The Convention on Limitation for Maritime Claims (LLMC) was recently amended and the amendments are expected to go into effect on June 8, 2015. The amendments alter the limits of liability for a loss of life or personal injury claim and a property claim against ship owners.




The operation of our ships is also affected by the requirements set forth in Chapter IX of SOLAS, which sets forth the IMO's International Management Code for the Safe Operation of Ships and Pollution Prevention, or the ISM Code. The ISM Code requires ship owners and bareboat charterers to develop and maintain an extensive "Safety Management System" that includes the adoption of a safety and environmental protection policy setting forth instructions and procedures for safe operation and describing procedures for dealing with emergencies.




The ISM Code requires that vessel operators obtain a safety management certificate, or SMC, for each vessel they operate. This certificate evidences compliance by a vessel's operators with the ISM Code requirements for a safety management system, or SMS. No vessel can obtain an SMC under the ISM Code unless its manager has been awarded a document of compliance, or DOC, issued in most instances by the vessel's flag state.  We have all material requisite documents of compliance for our offices and safety management certificates for vessels in our fleet for which the certificates are required by the IMO. We renew these documents of compliance and safety management certificates as required.




Non-compliance with the ISM Code and other IMO regulations may subject the shipowner or bareboat charterer to increased liability, may lead to decreases in available insurance coverage for affected vessels and may result in the denial of access to, or detention in, some ports.




Oil Pollution Liability




The IMO has negotiated international conventions that impose liability for oil pollution in international waters and a signatory's territorial waters. Additional or new conventions, laws and regulations may be adopted which could limit our ability to do business and which could have a material adverse effect on our business and results of operations.




For example, the IMO has adopted the International Convention on Civil Liability for Oil Pollution Damage of 1969, as amended by different Protocol in 1976, 1984, and 1992, and amended in 2000, or the CLC. Under the CLC and depending on whether the country in which the damage results is a party to the 1992 Protocol to the CLC, a vessel's registered owner is strictly liable for pollution damage caused in the territorial waters of a contracting state by discharge of persistent oil, subject to certain exceptions. The 1992 Protocol changed certain limits on liability, expressed using the International Monetary Fund currency unit of Special Drawing Rights. The limits on liability have since been amended so that compensation limits on liability were raised. The right to limit liability is forfeited under the CLC where the spill is caused by the shipowner's actual fault and under the 1992 Protocol where the spill is caused by the shipowner's intentional or reckless act or omission where the shipowner knew pollution damage would probably result.  The CLC requires ships covered by it to maintain insurance covering the liability of the owner in a sum equivalent to an owner's liability for a single incident. We believe that our insurance will cover the liability under the plan adopted by the IMO.




The IMO adopted the International Convention on Civil Liability for Bunker Oil Pollution Damage, or the Bunker Convention, to impose strict liability on shipowners for pollution damage in jurisdictional waters of ratifying states caused by discharges of bunker fuel. The Bunker Convention requires registered owners of ships over 1,000 gross tons to maintain insurance for pollution damage in an amount equal to the limits of liability under the applicable national or international limitation regime (but not exceeding the amount calculated in accordance with the Convention on Limitation of Liability for Maritime Claims of 1976, as amended). With respect to non-ratifying states, liability for spills or releases of oil carried as fuel in ship's bunkers typically is determined by the national or other domestic laws in the jurisdiction where the events or damages occur.




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In addition, the IMO adopted an International Convention for the Control and Management of Ships' Ballast Water and Sediments, or the BWM Convention, in February 2004. The BWM Convention's implementing regulations call for a phased introduction of mandatory ballast water exchange requirements to be replaced in time with mandatory concentration limits. The BWM Convention will not become effective until 12 months after it has been adopted by 30 states, the combined merchant fleets of which represent not less than 35% of the gross tonnage of the world's merchant shipping. To date, there has not been sufficient adoption of this standard for it to take force.  However, Panama may adopt this standard in the relatively near future, which would be sufficient for it to take force.  Upon entry into force of the BWM Convention, mid-ocean ballast exchange would be mandatory. Vessels would be required to be equipped with a ballast water treatment system that meets mandatory concentration limits not later than the first intermediate or renewal survey, whichever occurs first, after the anniversary date of delivery of the vessel in 2014, for vessels with ballast water capacity of 1,500-5,000 cubic meters, or after such date in 2016, for vessels with ballast water capacity of greater than 5000 cubic meters. If mid-ocean ballast exchange or ballast water treatment requirements become mandatory, the cost of compliance could increase for ocean carriers. Although we do not believe that the costs of compliance with a mandatory mid-ocean ballast exchange would be material, it is difficult to predict the overall impact of such a requirement on our operations.




The IMO continues to review and introduce new regulations.  It is difficult to accurately predict what additional regulations, if any, may be passed by the IMO in the future and what effect, if any, such regulations might have on our operations.




European Union Restrictions




In October 2009, the European Union amended a directive to impose criminal sanctions for illicit ship-source discharges of polluting substances, including minor discharges, if committed with intent, recklessly or with serious negligence and the discharges individually or in the aggregate result in deterioration of the quality of water.  Aiding and abetting the discharge of a polluting substance may also lead to criminal penalties.  Member States were required to enact laws or regulations to comply with the directive by the end of 2010.  Criminal liability for pollution may result in substantial penalties or fines and increased civil liability claims.




The European Union has adopted several regulations and directives requiring, among other things, more frequent inspections of high-risk ships, as determined by type, age, and flag as well as the number of times the ship has been detained.  The European Union also adopted and then extended a ban on substandard ships and enacted a minimum ban period and a definitive ban for repeated offenses.  The regulation also provided the European Union with greater authority and control over classification societies, by imposing more requirements on classification societies and providing for fines or penalty payments for organizations that failed to comply.




United Kingdom




Our marine fuel terminal operations involving the storage of fuel in the United Kingdom are subject to stringent laws and regulations governing the discharge of materials into the environment, otherwise relating to protection of the environment, operational safety and related matters. In particular, we are subject to the United Kingdom's Environmental Protection Act 1990, or EPA, which generally concerns pollution of water (including the sea), land and air due to release of substances which are capable of causing harm to living organisms, and the United Kingdom's Water Resources Act 1991 (as amended by the Environment Act 1995), or WRA, which is directed primarily at water quality and quantity. In addition, the Pollution Prevention and Control (England and Wales) Regulations 2010, or the Regulations, implement integrated pollution prevention and control regimes. These regulations, applicable only to England and Wales and their territorial adjacent waters, cover pollution of water, land and air due to emissions which may be harmful to the environment or may result in damage to property or environment.  Amendments to the Regulations, which implemented the European Union's Industrial Emissions Directive (IED) in England and Wales, went into effect on February 27, 2013.




Under EPA, WRA and the Regulations, we may be subject, among other things, to administrative, civil and criminal penalties, the imposition of investigatory and remedial remedies and issuance of injunctions that may restrict or prohibit our United Kingdom operations or even claims of damages to property or persons resulting from our operations.




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In addition, general health and safety regulations are applicable to our terminals to ensure the safety of our premises and related structures.




We believe that the operations of our marine fuel terminal are in substantial compliance with applicable United Kingdom environmental laws and regulations, and that we have all material permits, licenses, certificates and other authorizations necessary for the conduct of our operations. The laws and regulations are subject to change and we cannot provide any assurance that compliance with current and future laws will not have a material effect on our operations in the United Kingdom.




Greenhouse Gas Regulation




Currently, the emissions of greenhouse gases from international shipping are not subject to the Kyoto Protocol to the United Nations Framework Convention on Climate Change, which entered into force in 2005 and pursuant to which adopting countries have been required to implement national programs to reduce greenhouse gas emissions. On January 1, 2013, two new sets of mandatory requirements to address greenhouse gas emissions from ships, which were adopted in July 2011, entered into force. Currently operating ships will be required to develop Ship Energy Efficiency Management Plans, and minimum energy efficiency levels per capacity mile will apply to new ships. These requirements could cause us to incur additional compliance costs. The IMO is also planning to implement market-based mechanisms to reduce greenhouse gas emissions from ships at an upcoming MEPC session. The European Union has indicated that it intends to propose an expansion of the existing European Union emissions trading scheme to include emissions of greenhouse gases from marine vessels, and in January 2012 the European Commission launched a public consultation on possible measures to reduce greenhouse gas emissions from ships. In the United States, the EPA has issued a finding that greenhouse gases endanger the public health and safety and has adopted regulations to limit greenhouse gas emissions from certain mobile sources and large stationary sources. Although the mobile source emissions regulations do not apply to greenhouse gas emissions from vessels, such regulation of vessels is foreseeable, and the EPA has in recent years received petitions from the California Attorney General and various environmental groups seeking such regulation. Any passage of climate control legislation or other regulatory initiatives by the IMO, European Union, the U.S. or other countries where we operate, or any treaty adopted at the international level to succeed the Kyoto Protocol, that restrict emissions of greenhouse gases could require us to make significant financial expenditures which we cannot predict with certainty at this time.




International Labour Organization




The International Labour Organization (ILO) is a specialized agency of the UN with headquarters in Geneva, Switzerland. The ILO has adopted the Maritime Labor Convention 2006 (MLC 2006). A Maritime Labor Certificate and a Declaration of Maritime Labor Compliance will be required to ensure compliance with the MLC 2006 for all ships above 500 gross tons in international trade. The MLC 2006 will enter into force one year after 30 countries with a minimum of 33% of the world's tonnage have ratified it. On August 20, 2012, the required number of countries was met and MLC 2006 is expected to come into force on August 20, 2013. MLC 2006 will require us to develop new procedures to ensure full compliance with its requirements.




Vessel Security Regulations




Since the terrorist attacks of September 11, 2001, there have been a variety of initiatives intended to enhance vessel security. In December 2002, amendments to SOLAS created a new chapter of the convention dealing specifically with maritime security.  The new Chapter V became effective in July 2004 and imposes various detailed security obligations on vessels and port authorities, and mandates compliance with the ISPS Code.  The ISPS Code is designed to enhance the security of ports and ships against terrorism.  Amendments to SOLAS Chapter VII, made mandatory in 2004, apply to vessels transporting dangerous goods and require those vessels be in compliance with the International Maritime Dangerous Goods Code ("IMDG Code").




To trade internationally, a vessel must attain an International Ship Security Certificate, or ISSC, from a recognized security organization approved by the vessel's flag state.  Among the various requirements are:




·      on-board installation of automatic identification systems to provide a means for the automatic transmission of safety-related information from among similarly equipped ships and shore stations, including information on a ship's identity, position, course, speed and navigational status;




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·      on-board installation of ship security alert systems, which do not sound on the vessel but only alert the authorities on shore;




·      the development of vessel security plans;




·      ship identification number to be permanently marked on a vessel's hull;




·      a continuous synopsis record kept onboard showing a vessel's history, including the name of the ship, the state whose flag the ship is entitled to fly, the date on which the ship was registered with that state, the ship's identification number, the port at which the ship is registered and the name of the registered owner(s) and their registered address; and




·      compliance with flag state security certification requirements.




Ships operating without a valid certificate, may be detained at port until it obtains an ISSC, or it may be expelled from port, or refused entry at port.




Inspection by Classification Societies




Our tankers have been certified as being "in-class" by Lloyds Register of Shipping Germanischer Lloyd, American Bureau of Shipping, Det Norske Veritas and Bureau Veritas, all of which are members of the International Association of Classification Societies (IACS). The IACS issued draft harmonized Common Structure Rules, that align with IMO goal standards, for industry review in 2012 and it expects them to be adopted in Winter 2013. Generally, the regulations of vessel registries accepted by international lenders in the shipping industry require that an oceangoing vessel's hull and machinery be evaluated by a classification society authorized by the country of registry. The classification society certifies that the vessel has been built and maintained in accordance with the rules of the classification society and complies with applicable rules and regulations of the vessel's country of registry and the international conventions of which that country is a member. Each vessel is inspected by a surveyor of the classification society in three surveys of varying frequency and thoroughness: every year for the annual survey, every two to three years for intermediate surveys and every four to five years for special surveys. Should any defects be found, the classification surveyor generally issues a notation or recommendation for appropriate repairs, which have to be made by the shipowner within the time limit prescribed. Vessels may be required, as part of the annual and intermediate survey process, to be drydocked for inspection of the underwater portions of the vessel and for necessary repair stemming from the inspection. Special surveys always require drydocking.




Risk of Loss and Insurance Coverage




General




The operation of any tanker vessel involves risks such as mechanical failure, physical damage, collision, property loss, inventory loss or damage and business interruption due to political circumstances in foreign countries, hostilities and labor strikes. In addition, there is always an inherent possibility of marine disaster, including oil spills and other environmental mishaps, and the liabilities arising from owning and operating vessels in international trade. While we believe that our present insurance coverage is adequate, not all risks can be insured against, and there can be no guarantee that any specific claim will be paid, or that we will always be able to obtain adequate insurance coverage at reasonable rates.




Hull and Machinery and War Risk Insurance




We have obtained marine hull and machinery and war risk insurance policies, which provide coverage for the risk of actual or constructive total loss, for all our vessels. Each of our vessels is covered for up to its fair market value.




We have also obtained increased value insurance policies for most of our vessels. Under the increased value insurance, we will be able to recover the sum insured under the policy in addition to the sum insured under our hull and machinery policy in the event of the total loss of the vessel. Increased value insurance policies also cover excess liabilities that are not recoverable in full by the hull and machinery policies by reason of under-insurance.




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Protection and Indemnity Insurance




Protection and indemnity insurance policies, which cover our third-party liabilities in connection with our shipping activities, are provided by mutual protection and indemnity associations, or P&I Associations. These insurance policies cover third-party liability and other related expenses of injury or death of crew, passengers and other third-parties, loss or damage to cargo, claims arising from collisions with other vessels, damage to other third-party property, pollution arising from oil or other substances, and salvage, towing and other related costs, including wreck removal. Protection and indemnity insurance policies are a form of mutual indemnity insurance policies, extended by protection and indemnity mutual associations, or "clubs." Subject to the "capping" of exposure discussed below, our coverage, except for pollution, is unlimited.




Our current protection and indemnity insurance coverage for pollution is up to $1.0 billion per vessel per incident. The P&I Associations that compose the International Group insure approximately 90% of the world's commercial tonnage and have entered into a pooling agreement to reinsure each association's liabilities. As a member of a P&I Association that is a member of the International Group, we are subject to calls payable to the associations based on our claim records as well as the claim records of all other members of the individual associations, and members of the International Group.




Trademarks and Licenses




We have entered into a trademark license agreement with Aegean Oil pursuant to which Aegean Oil has granted us a non-transferable, non-exclusive, perpetual (subject to termination for material breach), world-wide, royalty-free right and license to use certain trademarks related to the Aegean logo and "Aegean Marine Petroleum" in connection with marine fuel supply services.




Seasonality




Our business is not seasonal.




C.           Organizational Structure




Aegean Marine Petroleum Network Inc. is a Marshall Islands holding company and we transact our bunkering business primarily through AMP, a wholly-owned subsidiary incorporated in Liberia, and operate our service centers through Aegean Bunkering Gibraltar Ltd., Aegean Bunkering Jamaica Ltd., Aegean Bunkering (Singapore) Pte. Ltd., Aegean Bunkering (Ghana) Limited, Aegean Bunkers at Sea, Aegean North West Europe NV, ICS Petroleum Ltd., Portland Bunkers International Ltd., Aegean Bunkering Combustibles Las Palmas S.A., Aegean Bunkering (Morocco) SRL, Aegean Bunkering Trinidad Ltd., Aegean Bunkering (C Verde) LDA, Aegean Bunkering (Panama) SA and Aegean Bunkering (Hong Kong) Ltd., separate wholly-owned subsidiaries incorporated in Gibraltar, Jamaica, Singapore, Ghana, Belgium, British Columbia (Canada) and under the laws of England and Wales, Canary Islands, Morocco, Trinidad and Tobago, Cape Verde, Morocco, Panama and Hong Kong, respectively, and Aegean Marine Petroleum LLC, a controlled subsidiary incorporated in the UAE, which is 51% owned by a local nominee. We provide the management of our bunkering tankers through Aegean Bunkering Services Inc., or ABS, a wholly-owned subsidiary incorporated in the Marshall Islands, and Aegean Management Services M.C., a wholly owned-subsidiary incorporated in Greece. We provide the marketing and administrative services for our operations through Aegean Oil (USA), LLC and AMPN USA, LLC, our wholly-owned subsidiaries formed in Delaware, the United States, and I.C.S. Petroleum (Montreal) Ltd., our wholly-owned subsidiary incorporated in Canada. We hold certain of our subsidiaries through Aegean Holdings S.A. and Aegean Investments S.A., our wholly-owned subsidiaries incorporated in the Marshall Islands, and we hold our vessel-owning subsidiaries through Aegean Shipholdings Inc., a wholly-owned subsidiary incorporated in the Marshall Islands. On February 25, 2013, our wholly-owned subsidiary incorporated in Marshall Islands, Aegean Tankfarms Holdings S.A., sold its 60% interest in Oil Terminal Consultancy Ltd., a company that owns the 92.5% of Aegean Oil Terminals (Panama) SA, which is incorporated in Panama. Our wholly-owned subsidiaries, AMPNI Investments Ltd. and AMPNI Holdings Ltd., are incorporated in Cyprus and hold our acquisitions performed during 2010 in Belgium and Las Palmas.




34




Currently, we own our vessels through separate wholly-owned subsidiaries listed in the following table:




Vessel-owning Subsidiary
Country of Incorporation
Vessel Name or

Hull NumberAegean Rose Maritime Company
Greece
Aegean RoseAegean Daisy Maritime Company
Greece
Aegean DaisyAegean Tiffany Maritime Company
Greece
Aegean TiffanyAegean Breeze Maritime Company
Greece
Aegean Breeze IAegean X Maritime Inc.
Marshall Islands
Aegean XAegean Marine Petroleum LLC (1)
United Arab Emirates
Aegean FlowerAegean Gas Maritime Company
Greece
MediterraneanMare Vision S.A.
Marshall Islands
Aegean XISea Breezer Marine S.A.
Marshall Islands
Aegean PrincessMilos Shipping (Pte.) Ltd.
Singapore
MilosPontos Navigation Inc.
Marshall Islands
LeaderAegean Bunkers at Sea NV
Belgium
SaraSerifos Shipping (Pte.) Ltd.
Singapore
SerifosKithnos Maritime Inc.
Marshall Islands
KithnosAegean Ostria Maritime Company
Greece
AmorgosKimolos Shipping (Pte.) Ltd.
Singapore
KimolosSyros I Maritime Inc.
Marshall Islands
SyrosMykonos I Maritime Inc.
Marshall Islands
MykonosSantorini I Maritime Inc.
Marshall Islands
SantoriniParos Shipping (Pte.) Ltd.
Singapore
ParosNaxos Shipping (Pte.) Ltd.
Singapore
NaxosEton Marine Ltd.
Liberia
PatmosTasman Seaways Inc.
Liberia
KalymnosICS Petroleum Ltd.
British Columbia (Canada)
PT36West Coast Fuel Transport Ltd.
British Columbia (Canada)
PT25Aegean Maistros Maritime Company
Greece
Aegean OrionAegean Ship III Maritime Company
Greece
Aegean IIIAegean Ship VIII Maritime Company
Greece
Aegean VIIIAegean Ship XII Maritime Company
Greece
Aegean XIIAegean Ace Maritime Company
Greece
Aegean AcePaxoi Marine S.A.
Liberia
PaxoiKerkyra Marine S.A.
Liberia
KerkyraIthaki Shipping (Pte) Ltd.
Singapore
IthakiCephallonia Marine S.A.
Liberia
KefaloniaPT22 Shipping Co. Ltd.
British Columbia (Canada)
PT22AMP Maritime S.A.
Liberia
Aegean ChampionZakynthos Marine S.A.
Liberia
ZakynthosAndros Marine Inc.
Liberia
AndrosLefkas Shipping (Pte) Ltd.
Singapore
LefkasDilos Marine Inc.
Liberia
DilosIos Marine Inc.
Liberia
IosKythira Marine S.A.
Liberia
KythiraBenmore Services S.A.
Liberia
NisyrosSealand Navigation Inc.
Greece
KarpathosSanton Limited
Liberia
LerosKassos Navigation S.A.
Liberia
KassosAegean Barges NV
Belgium
ColoradoAegean Barges NV
Belgium
ElbeAegean Barges NV
Belgium
EllenAegean North West Europe NV
Belgium
Willem SR(2)Aegean North West Europe NV
Belgium
VigoAegean North West Europe NV
Belgium
SteidammJadaco BV
Belgium
TapuitBlatoma NV
Belgium
TexasSeatra BVBA(3)
Belgium
MontanaAnafi Shipping (Pte) Ltd
Liberia
AnafiAegean VII Shipping Ltd
Liberia
SikinosTilos Shipping (Pte) Ltd
Singapore
TilosHalki Navigation S.A.
Liberia
HalkiAegean North West Europe NV
Belgium
Florida(2)Symi Navigation S.A.
Liberia
Symi


____________


(1) Aegean Marine Petroleum LLC is a controlled subsidiary which is 51% owned by a local nominee.


(2) 10% ownership interest.


(3) 50% ownership interest.


35





D.           Property, Plants and Equipment




Real Property




The following table presents certain information relating to our leased and owned properties as of April 15, 2013.  We consider our properties to be suitable and adequate for our present needs.




Location
Principal Use
Leased

or Owned
Lease

Expiration DatePiraeus, Greece
Business coordination center and ship-management office
Leased
March 2023Portland, U.K.
Administrative and operations office and storage facility
Leased
October 2032Fujairah, UAE
Administrative and operations office
Leased
December 2013Khor Fakkan, UAE
Administrative and operations office
Leased
December 2015Gibraltar
Administrative and operations office
Leased
April 2040Kingston, Jamaica
Administrative office and land storage facility
Owned
-Singapore
Administrative and operations office
Leased
September 2013Antwerp, Belgium
Administrative and operations office
Owned
-Edgewater, New Jersey, U.S.A.
Property leased to third-party
Owned
-New York, New York, U.S.A.
Administrative office
Leased
December 2013Connecticut, New York, U.S.A.
Administrative and operations office
Leased
January 2018Nicosia, Cyprus
Administrative office
Leased
May 2013Vancouver, Canada
Administrative and operations office
Leased
February 2016Montreal, Canada
Sales and marketing office
Leased
January 2017Port of Spain, Trinidad
Administrative and operations office
Leased
April 2014Las Palmas, Canary Islands
Administrative and operations office and storage facility
Leased
December 2027Tangiers, Morocco
Storage Facility
Leased
November 2031Fujairah, the United Arab Emirates
Storage Facility
Leased
October 2058Hong Kong
Administrative and operations office
Leased
August 2013Panama
Administrative and operations office
Leased
January 2016





Fleet




The following table lists our fleet as of April 15, 2013.




Name
Double Hull
Flag
Build
DwtBunkering Tankers:Symi
Yes
Liberia
2012
6,270Halki
Yes
Gibraltar
2011
6,256Sikinos
Yes
Malta
2011
4,595Anafi
Yes
Singapore
2011
4,584Tilos
Yes
Singapore
2011
6,263Dilos
Yes
Liberia
2010
4,593Ios
Yes
Liberia
2010
4,620Kythira
Yes
Liberia
2010
6,314Nisyros
Yes
Gibraltar
2010
6,312Karpathos
Yes
Greece
2010
6,247Leros
Yes
Panama
2010
6,311Kassos
Yes
Gibraltar
2010
6,256Lefkas
Yes
Singapore
2010
6,321Andros
Yes
Panama
2010
4,605Zakynthos
Yes
Gibraltar
2010
6,303Naxos
Yes
Liberia
2009
4,626Kerkyra
Yes
Panama
2009
6,290Paxoi
Yes
Liberia
2009
6,310Kalymnos
Yes
Liberia
2009
6,283


36





Name
Double Hull
Flag
Build
DwtBunkering Tankers:Kefalonia
Yes
Liberia
2009
6,272Ithaki
Yes
Liberia
2009
6,272Syros
Yes
Liberia
2008
4,596Patmos
Yes
Liberia
2008
6,262Paros
Yes
Singapore
2008
4,629Mykonos
Yes
Gibraltar
2008
4,626Santorini
Yes
Gibraltar
2008
4,629Kimolos
Yes
Singapore
2008
4,664Kithnos
Yes
Liberia
2007
4,626Amorgos
Yes
Greece
2007
4,664Serifos
Yes
Singapore
2007
4,664Milos
Yes
Singapore
2007
4,626Aegean Tiffany
Yes
Greece
2004
2,747Aegean Breeze I
Yes
Greece
2004
2,747Aegean Flower
Yes
United Arab Emirates
2001
6,523Aegean Ace
Yes
Greece
1992
1,615Aegean Princess
Yes
Gibraltar
1991
7,030Aegean Champion
Yes
Liberia
1991
23,400Sara
Yes
Malta
1990
7,389Aegean III
Yes
Greece
1990
2,973Aegean VIII
Yes
Greece
1990
2,973Aegean Rose
Yes
Greece
1988
4,935Aegean Daisy
Yes
Greece
1988
4,935Aegean XI
Yes
Liberia
1984
11,050Aegean X
Yes
Jamaica
1982
6,400Aegean XII
Yes
Greece
1979
3,680In-Land Waterway Bunkering Tankers:Florida
Yes
Belgium
2011
1,533Montana
Yes
Belgium
2011
4,319Quadrans 1*
Yes
Belgium
2009
3,233New York*
Yes
Belgium
2009
4,298Willem Sr.
Yes
Netherlands
2006
3,180Alexia*
Yes
Belgium
2005
3,550Breitling*
Yes
Belgium
2005
4,278Colorado
Yes
Belgium
2004
5,578Texas
Yes
Belgium
2003
4,165Julienne*
No
Belgium
1994
1,244Jean Bart*
No
Belgium
1981
1,306Steidamm
No
Belgium
1972
1,634Antwerp*
Yes
Luxembourg
2005
3,680Sonora*
Yes
Netherlands
2011
3,101Veni*
Yes
Belgium
2009
3,800Ellen
No
Belgium
1971
1,439Vigo
No
Belgium
1971
1,319Elbe
No
Belgium
1962
542Bunkering BargesPT22
Yes
Canada
2001
2,315PT25
No
Canada
1988
2,560PT36
No
Canada
1980
3,730Special Purpose VesselAegean Orion
No
Greece
1991
550


37





Floating Storage FacilitiesLeader
Yes
Panama
1985
83,890Mediterranean
Yes
Greece
1982
19,894Tapuit
No
Netherlands
1971
2,500





*Chartered in by us from a third-party.





We have positioned our bunkering tankers across our existing service centers and review vessel positioning on a periodic basis and reposition our vessels among our existing or new service centers to optimize their deployment. Our vessels operate within or outside the territorial waters of each geographical location and, under international law, usually fall under the jurisdiction of the country of the flag they carry. Generally, our bunkering tankers, unlike our bunkering barges, are not permanently located within any particular territorial waters and we are free to use all of our bunkering tankers in any geographical location. We have positioned five of our bunkering tankers in the United Arab Emirates, Ghana, Gibraltar and the ARA region, which we use as floating storage facilities, and we have positioned our 550 dwt tanker, the Orion, as a special purpose vessel in Greece.




In addition, we operate land-based storage facilities in Panama, Tangiers, Las Palmas and the United Kingdom, where we store marine fuel in terminals with storage capacity of approximately 27,000, 218,000 65,000 and 40,000 cubic meters, respectively.  In addition, we plan to complete the construction of our new land-based storage facility in the UAE with storage capacity of 465,000 cubic meters over the next eight months. We may also construct a land-based storage facility in Jamaica with a storage capacity of 80,000 cubic meters, provided we are able to obtain adequate financing, as discussed above under "—B. Business Overview—Our Service Centers—Jamaica."




ITEM 4A.
UNRESOLVED STAFF COMMENTS




None.




ITEM 5.
OPERATING AND FINANCIAL REVIEW AND PROSPECTS




The following management's discussion and analysis of the results of our operations and financial condition should be read in conjunction with the financial statements and the notes to those statements included elsewhere in this annual report. This discussion includes forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, such as those set forth in "Item 3. Key Information—D. Risk Factors" and elsewhere in this report.




A.           Operating Results




General




We are a marine fuel logistics company that physically supplies and markets refined marine fuel and lubricants to ships in port, at sea and on rivers. As a physical supplier, we purchase marine fuel from refineries, major oil producers and other sources and resell and deliver such fuel, using our bunkering tankers, to a broad base of end users.




We sell marine petroleum products to customers primarily at a margin over PLATTS prices (benchmark market prices). PLATTS prices are quoted daily by region and by terms of delivery. We have not had a significant number of long-term written agreements with customers. Under a typical sales contract, a customer requests that we quote a fixed price per metric ton for the sale and delivery of a specified volume and classification of marine fuel on a given date. The customer requests a quotation several days prior to the delivery date. We generally do not quote prices for periods in excess of one week. Once an agreement has been made with a customer, we are deemed to be bound to deliver the specified quantity and classification of marine fuel at the quoted fixed price on the specified delivery date to an identified vessel at a named location. We remain responsible for securing the supply of marine fuel from the supplier and delivering the marine fuel to the customer's vessel.




38







We purchase marine petroleum products from reputable suppliers under either long-term supply contracts or on the spot markets at a margin over PLATTS prices. Except for our service centers in Gibraltar, Ghana, the UAE, the U.K, Las Palmas and Panama we generally take deliveries of the products on the day of, or a few days prior to, the delivery of the products to the customer's vessel. In Gibraltar, Ghana, the UAE, the U.K, Las Palmas and Panama, utilizing our storage facilities, we take deliveries of the products generally more than one but less than two weeks prior to delivery of the products to our customers. The cost of our marine fuel purchases is generally fixed at the date of our agreement which is prior to the loading from the supplier's premises. Generally, under our long-term supply contracts, the supplier undertakes to supply us with a minimum quantity of marine fuel per month, subject to the agreed quantity as per our contract. Price calculations vary from supplier to supplier in terms of the supplier's margins, the referenced PLATTS prices and the calculation of the average PLATTS price. Depending on the agreement with each supplier, the referenced PLATTS price could be the spot price or an average price over a specified period.




We deliver marine petroleum products to our customers mainly through our bunkering tankers. We are responsible for paying our tankers' operating expenses, including the cost of crewing, insuring, repairing and maintaining the vessel, spares and consumable stores, tonnage taxes and other vessel-related expenses. Our bunkering tankers are not used for the transportation of petroleum products across oceans. Accordingly, a significant portion of our vessel operating expenses are fixed or semi-variable (e.g., a bunkering tanker's insurance costs, crew wages and certain other costs are incurred irrespective of the number of sales deliveries it makes during a period) and, as a group, represent the most significant operating expense for us other than the cost of the marine petroleum products sold.




We incur overhead costs to support our operations. In general, the logistics of purchasing marine fuel from suppliers and selling and delivering the fuel to customers are managed and coordinated by employees at our marketing and operating office in Greece, employees at our local service centers and the crew of our bunkering tankers.




Factors Affecting Our Results of Operations




We believe that the important measures for analyzing trends in our results of operations consist of the following:




·
Sales volume of marine fuel.  We define the sales volume of marine fuel as the volume of sales of various classifications of marine fuel oil, or MFO, marine diesel oil, or MDO, and marine gas oil, or MGO, for the relevant period, measured in metric tons. The sales volume of marine fuel is an indicator of the size of our operations as it affects both the sales and the cost of marine petroleum products recorded during a given period. Sales volume of marine fuel does not include the sales volume of lubricants due to insignificant volumes for all periods presented.




·
Gross spread on marine petroleum products and gross spread per metric ton of marine fuel sold.  Gross spread on marine petroleum products represents the margin that we generate on sales of marine fuel and lubricants.  Gross spread on marine fuel represents the margin that we generate on sales of various classifications of MFO or MGO. Gross spread on lubricants represents the margin that we generate on sales of lubricants.  We calculate the gross spreads by subtracting from the sales of the respective marine petroleum product the cost of the marine petroleum product sold. For arrangements in which we physically supply marine petroleum products using our bunkering tankers, costs of marine petroleum products sold represent amounts paid by us for marine petroleum products sold in the relevant reporting period. For arrangements in which marine petroleum products are purchased from our related company, Aegean Oil, cost of marine petroleum products sold represents the total amount paid by us to the physical supplier for marine petroleum products and their delivery to our customers.  For arrangements in which we purchase cargos for our floating storage facilities, cargo transportation costs are either included in the purchase price of marine fuels that we paid to the supplier or to a third-party transportation provider.




39







Gross spread per metric ton of marine fuel sold represents the margins we generate per metric ton of marine fuel sold. We calculate gross spread per metric ton of marine fuel sold by dividing the gross spread on marine fuel by the sales volume of marine fuel. Marine fuel sales do not include sales of lubricants. The following table reflects the calculation of gross spread per metric ton of marine fuel sold for the periods presented:




For the Year Ended

December 31,2008


2009


2010


2011


2012(in thousands of U.S. dollars, unless otherwise stated)Sales of marine petroleum products


2,768,067



2,449,445



4,954,599



6,925,582



7,208,440Less: Cost of marine petroleum products sold


2,607,104



2,272,947



4,736,066



6,668,622



6,939,636Gross spread on marine petroleum products


160,963



176,498



218,533



256,960



268,804Less: Gross spread on lubricants


1,298



2,755



2,221



1,965



3,077Gross spread on marine fuel


159,665



173,743



216,312



254,995



265,727Sales volume of marine fuel (metric tons)


5,200,256



6,192,755



10,308,210



10,646,271



10,620,864Gross spread per metric ton of marine fuel sold (U.S. dollars)


30.7



28.1



21.0



24.0



25.0





The following table reconciles our gross spread on marine petroleum products sold to the most directly comparable U.S. GAAP measure, gross profit, for all periods presented:





For the Year Ended

December 31,2008


2009


2010


2011


2012(in thousands of U.S. dollars, unless otherwise stated)Gross spread on marine petroleum products


160,963



176,498



218,533



256,960



268,804Add: Voyage revenues


1,379



9,044



7,261



22,775



22,726Add: Other revenues


8,526



12,471



9,775



17,108



27,794Less: Cost of voyage revenues


932



7,560



6,597



19,251



15,136Less: Cost of other revenues


208



983



1,690



1,294



1,539Gross profit


169,728



189,470



227,282



276,298



302,649





The amount that we have to pay for marine petroleum products to fulfill a customer order has been the primary variable in determining the prices quoted to customers. Therefore, we evaluate gross spread per metric ton of marine fuel sold and gross spread on marine petroleum products in pricing individual transactions and in long-term strategic pricing decisions. We actively monitor our pricing and sourcing strategies in order to optimize our gross spread on marine petroleum products. We believe that this measure is important to investors because it is an effective intermediate performance measure of the strength of our operations.




Gross spread on marine petroleum products (including gross spread on marine fuel sold and gross spread on lubricants) and gross spread per metric ton of marine fuel sold should not be considered as alternatives to gross profit, operating income, net income or other U.S. GAAP measures and may not be comparable to similarly titled measures of other companies. Gross spread on marine petroleum products and gross spread per metric ton of marine fuel sold do not reflect certain direct and indirect costs of delivering marine petroleum products to our customers (such as crew salaries, vessel depreciation, storage costs, hire charges, other vessel operating expenses and overhead costs) or other costs of doing business.




For all periods presented, we purchased marine petroleum products in Greece from our related company, Aegean Oil, which is a physical supplier in Greece. The cost of these marine petroleum products was contractually calculated based on Aegean Oil's actual cost of these products plus a margin.  For further discussion please refer to "Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Aegean Oil S.A."




40







·
EBITDArepresents net income before interest, taxes, depreciation and amortization. EBITDA does not represent and should not be considered as an alternative to net income, operating income or any other indicator of the Company's performance, as determined by U.S. GAAP, and our calculation of EBITDA may not be comparable to that reported by other companies. EBITDA is included herein because it is a basis upon which we assess our performance and because we believe that it presents useful information to investors regarding Company's ability to service and/or incur indebtedness. The following table reconciles net income, the most directly comparable U.S. GAAP measure, to EBITDA for the periods presented:




For the Year Ended

December 31,2008


2009


2010


2011


2012(in thousands of U.S. dollars, unless otherwise stated)Net income attributable to AMPNI shareholders


39,915



48,525



18,733



10,228



20,077Add: Net financing cost


11,876



10,209



17,320



27,807



31,069Add: Income taxes


1,879



153



2,161



5,428



4,122Add: Depreciation and amortization


16,557



21,678



27,898



30,328



31,180EBITDA


70,227



80,565



66,112



73,791



86,448





·
Number of markets served.The number of markets served includes our operations at our service centers in the United Arab Emirates, Gibraltar, Jamaica, Singapore, Northern Europe (Belgium and Netherlands), West Africa (Ghana), Vancouver (Canada), Portland (U.K.), Trinidad and Tobago (Southern Caribbean), Tangiers (Morocco), Las Palmas and Tenerife (Canary Islands), Cape Verde, Panama, Greece and Hong Kong, where we conduct operations through our related company, Aegean Oil, as well as our trading operations in Montreal and Mexico. The number of markets served is an indicator of the geographical distribution of our operations and affects both the amount of revenues and expenses that we record during a given period. We commenced physical supply operations in Singapore on June 2, 2006, Northern Europe on October 9, 2007, Ghana on January 15, 2008, Portland, U.K. on April 1, 2008, Canada and Mexico on July 1, 2008, Southern Caribbean (Trinidad and Tobago) on April 1, 2009, Tangiers, Morocco on August 25, 2009, the ARA region on April 1, 2010, Las Palmas on July 1, 2010, Cape Verde on March 13, 2011, Tenerife on June 4, 2011, Panama on August 1, 2011 and in Hong-Kong on September 13, 2012.




·
Average number of operating bunkering vessels.  Average number of operating bunkering vessels is the number of operating bunkering vessels in our fleet for the relevant period, as measured by the sum of the number of days each bunkering vessel was used as a part of our fleet during the period divided by the cumulative number of calendar days in the period multiplied by the number of operating bunkering vessels at the end of the period.  This figure does not take into account non-operating days due to either scheduled or unscheduled maintenance. The average number of operating bunkering vessels is an indicator of the size of our fleet and operations and affects both the amount of revenues and expenses that we record during a given period.




41







The following table reflects our sales volume of marine fuel, gross spread on marine petroleum products, gross spread per metric ton of marine fuel sold, number of service centers and average number of operating bunkering vessels for the periods indicated:




Year Ended December 31,2010


2011


2012(in thousands of U.S. dollars, unless otherwise stated)Sales volume of marine fuel (metric tons)


10,308,210



10,646,271



10,620,864Gross spread on marine petroleum products


218,533



256,960



268,804Gross spread per metric ton of marine fuel sold (U.S. dollars)


21.0



24.0



25.0Number of markets served, end of period


16.0



19.0



20.0Average number of owned and operated bunkering vessels


48.1



56.3



57.9





Sales of Marine Petroleum Products and Gross Spread on Marine Petroleum Products




Our sales of marine petroleum products and gross spread on marine petroleum products consist of the sales revenue and gross spread that we generate on sales of marine fuel and lubricants.




Our sales of marine petroleum products are driven primarily by the number of our service centers, the number of operating bunkering tankers in our fleet, our sales prices and our credit terms and credit control process. The cost of marine petroleum products sold is driven primarily by availability of marine petroleum products, our purchasing methods, supplier cost prices and credit terms and our internal quality control processes. These drivers, in turn, are affected by a number of factors, including:




·
our entrance into new markets;




·
our purchasing methods of marine petroleum products;




·
our marketing strategy;




·
our vessel acquisitions and disposals;




·
PLATTS prices;




·
conditions in the international shipping and the marine fuel supply industries;




·
regulation of the marine fuel supply industry;




·
regulation of the tanker industry;




·
levels of supply of and demand for marine petroleum products;




·
levels of competition; and




·
other factors affecting our industry.




We sell and deliver marine petroleum products to a broad and diversified customer base, including international commercial shipping companies, governments and marine fuel traders and brokers. For the years ended December 31, 2010, 2011 and 2012, none of our customers accounted for more than 10% of our total revenues.




The commercial shipping industry generally purchases marine fuel on a spot basis and historically we have not had any long-term sales volume contracts with customers. On March 1, 2006, however, we entered into a long-term contract to supply minimum quantities of fuel to a commercial customer in Jamaica. As we expand our global network and increase our geographical coverage, we expect some of our customers to enter into long-term sales volume contracts.




42







In addition to our physical supply operations, from time to time, we may act as a broker, generally in locations where we do not have service centers. This business involves activities whereby we contract with third-party physical suppliers to sell us marine fuel and deliver the marine fuel to a customer in the relevant location. Accordingly, our trading activities do not involve our physical possession of marine fuel and require less complex logistical operations and infrastructure. As such, we typically earn a significantly lower gross spread from our trading activities than from our physical supply activities.




We purchase and take delivery of marine petroleum products from various suppliers under long-term volume contracts or on the spot market. Long-term supply contracts from third-parties allow us to minimize our exposure to supply shortages. In general, at each of our service centers except for Gibraltar, Morocco, the UAE, West Africa and the Canary Islands, we purchase from local supply sources.




Our cost of marine petroleum products includes purchases from related companies. In Greece, we purchase marine petroleum products under a ten-year supply contract that commenced on April 1, 2005, from our related company, Aegean Oil, which charges us its actual cost of the marine petroleum products plus a margin. We believe the amounts we have paid to our related company are comparable to amounts that we would have negotiated in arm's-length transactions with unaffiliated third-parties. For further discussion of our marine petroleum products purchases from Aegean Oil, please refer to the section of this annual report entitled "Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Aegean Oil S.A."




The following table reflects our cost of marine petroleum products sold, including the cargo transportation cost, incurred from third-party suppliers and from our related company suppliers for the periods indicated.




Year Ended December 31,2010


2011


2012(in thousands of U.S. dollars)Third-party suppliers


4,432,446



6,263,634



6,481,520Related company suppliers


303,620



404,988



458,116Total


4,736,066



6,668,622



6,939,636





We seek to increase our sales of marine petroleum products and our gross spread on marine petroleum products on an integrated basis, through expansion into new markets, acquisitions of double hull bunkering tankers and the diversification and further optimization of purchasing methods. Our gross spread on marine petroleum products differs for each of our service centers, reflecting the different competitive conditions that exist in the markets served by them. Factors affecting competitive conditions in a market that we service include customer demand, availability of supplies and the strength and number of competitors that operate in the market. We believe that for any new service centers that we may establish, gross spread on marine petroleum products may be lower than for our existing service centers. We also believe that the competitive conditions in the markets served by our existing service centers may generally be more favorable to us than those in other markets that we may consider for future expansion.




Voyage Revenues




Our voyage revenues, included in our total revenues, are significantly derived from the employment of our vessels, the Aegean III, the Aegean VIII, the Aegean XII, the Aegean Daisy, the Aegean Rose, the Aegean Breeze and the Aegean Tiffany, under a contract with an unaffiliated third-party for the distribution of refined marine petroleum products in Greek ports. During the years ended December 31, 2010, 2011 and 2012, we recognized $6.2, $5.1, $4.1 million of revenue under this contract.




Two of our vessels, the Amorgos and the Karpathos, are employed under contracts with Aegean V, a company owned and controlled by relatives of Mr. Dimitris Melisanidis. During the years ended December 31, 2011 and 2012, we recorded revenue of $7.0 and $8.1 million under these contracts.




Please also refer to the table in Note 18 to our financial statements included herein.




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Other Revenues




Other revenues, included in our total revenues, consist of brokerage and agency fees, throughput fees, demurrages and storage fees. These revenues are recognized when services are performed and collectability is reasonably assured. Please also refer to the table in Note 18 to our financial statements included herein.




Cost of Revenues




Cost of marine petroleum products consists of purchase costs of marine petroleum products and direct receiving costs of marine petroleum products, as described above. Cost of voyage revenues consists of voyage expenses and vessel operating expenses attributable to the voyage revenue we earn from the chartering out of our vessels. These costs include salaries and wages of the crew, depreciation and other operating expenses of the vessels such as repairs, maintenance, stores, spare parts, insurance, consumables and bunkers consumption. Cost of other revenues consists of direct costs of incurring other revenues.




Selling and Distribution expenses




We separately present the selling and distribution expenses due to its individual significance to perform our operations. These expenses generally represent indirect expenses incurred for selling and distribution and related to the delivery of the products and services to the customers.




The selling and distribution expenses mainly consist of the following:




·
salaries of our traders and shoreside personnel responsible for operation of our vessels and the distribution and supervision of our marine petroleum products and lubricant products;




·
salaries and wages of the shipboard personnel, mainly under short-term contracts, of the owned vessels used for the delivery of the marine petroleum products to the end customer using these vessels;




·
depreciation and amortization of dry-docking costs and other operating expenses of the owned vessels (such as repair, maintenance, stores, spare parts, insurance, consumables) and bunkers consumption of the owned vessels used for the delivery of the marine petroleum products to the end customer using these vessels;




·
vessel hire charges related to the hiring of third-party vessels used for the delivery of the marine petroleum products to the end customer;




·
storage costs, which mainly consist of the expenses of our floating such as our tankers, Leader, Mediterranean and Tapuit, our on-land storage facilities in Portland and Las Palmas and our leased on-land storage facility in Tanger- Med and Panama;




·
bad debt provision, which has remained low in the past several years due to our effective credit control process and we expect it will remain at low levels;




·
other costs, which mainly consist of port expenses, brokerage fees, laboratory analysis expenses, advertising expenses, supervising, inspections and survey costs.




We employ salaried employees at our offices in Greece, Connecticut and Belgium, where most of our sales and marketing, operations and technical departments are located, and at each of our service centers. We maintain a minimal number of salaried employees at our service centers, where we typically employ a local operations manager and staff to support the logistical aspects of our operations.




The cost of our vessels depreciates on a straight-line basis over the expected useful life of each vessel.  We follow the deferral method of accounting for drydocking costs under which actual costs incurred are deferred and amortized on a straight-line basis over the period through the date the next drydocking is scheduled.




44







Our selling and distribution costs have grown over the past several years mainly due to the expansion of our business into new service centers and the enlargement of our fleet. We expect that the amount of selling and distribution will continue to increase, as a result of our further expansion into new markets and acquisitions of additional double hull bunkering tankers and storage facilities.




General and administrative expenses




We separately present the general and administrative expenses, which mainly consist of the salaries and wages of the management and the general directors, the office administrative, legal, accounting and finance personnel, the depreciation of the office property, equipment and other fixed assets and the general office expenses, legal, auditing and professional fees, communal charges, travel expenses, maintenance of the Company's property, rent and utilities.




Interest and Finance Costs




We have historically incurred interest expense and financing costs in connection with long-term debt to partially finance the acquisitions of our vessels and in connection with short-term bank borrowings obtained for working capital purposes. We capitalize interest incurred during the construction periods for financing our investments in bunkering vessels and storage facilities. In connection with our initial public offering, we repaid and terminated a portion of our outstanding indebtedness. Subsequently, we have incurred and expect to continue incurring interest expense and financing costs under our existing credit facilities used to finance the construction of our newbuilding bunkering tankers and our other senior secured credit facilities. We expect that interest and finance costs will increase further due to increased drawdowns under our credit facilities to finance our operations and capital expenditures.




Income Taxes




We are incorporated in the Marshall Islands. Under Marshall Islands law, we are not subject to tax on income or capital gains. Under the laws of the countries of incorporation of our vessel-owning subsidiaries and our subsidiaries that operate service centers and the laws of the countries of our vessels' registration, our vessel-owning companies are generally not subject to tax on our income that is characterized as shipping income.




Our corporate income tax exposure is in taxable jurisdictions, such as Gibraltar, Jamaica, Singapore, Belgium, the United Kingdom and Canada.




Our business is affected by taxes imposed on the purchase and sale of marine petroleum products in various jurisdictions in which we operate from time to time. These taxes include income, sales, excise, goods and services taxes, value-added taxes and other taxes. Other than in Canada and Belgium, we do not pay a material amount of tax in any jurisdiction in which we operate.  For the years ended December 31, 2010, 2011 and 2012, our income tax amounted to $2.2 million, $5.4 million and $4.1 million, respectively.  The income tax amounts are mainly attributable to our Canadian and Belgian operations.




Results of Operations




Year ended December 31, 2012, compared to the year ended December 31, 2011




Sales of Marine Petroleum Products.  Sales of marine petroleum products increased by $282.8 million, or 4.1%, to $7,208.4 million for the year ended December 31, 2012, compared to $6,925.6 million for the year ended December 31, 2011. Of the total increase in sales of marine petroleum products, $275.6 million was attributable to a 4.0% increase in the average price of marine fuel (using average prices for the year ended December 31, 2012), $24.4 million was attributable to an increase in sales of lubricants, while the sales of marine fuel decreased by $17.1 million. Sales volume of marine fuel decreased slightly by 25,407 metric tons, or 0.2%, to 10,620,864 metric tons for the year ended December 31, 2012, compared to 10,646,271 metric tons for the year ended December 31, 2011, due to reduced volume of sales of marine fuel in Singapore.




Voyage Revenues. Voyage revenues decreased slightly by $0.1 million, or 0.44%, to $22.7 million for the year ended December 31, 2012, compared to $22.8 million for the year ended December 31, 2011. Voyage revenues for the years ended December 31, 2012 and 2011 were attributable to the employment of five of our bunkering tankers with an unaffiliated third-party for the distribution of refined marine petroleum products in Greek ports and the employment of two of our vessels with a related party.




45







Other Revenues.  Other revenues increased by $10.7 million, or 62.6%, to $27.8 million for the year ended December 31, 2012, compared to $17.1 million for the year ended December 31, 2011. Other revenues for the year ended December 31, 2012 were attributable to the storage revenues recognize at our new market in Panama and other revenues related to throughput fees, brokerage and agency fees.




Revenues from related companies.Revenues from related companies included in the sales of marine petroleum products, voyage revenues and other revenues for the year ended December 31, 2012 were $42.4 million, $8.8 million and $0.0 million, respectively, compared to $47.3 million, $7.7 million and $0.1 million, respectively, for the year ended December 31, 2011.




Cost of revenue. The cost of sales of marine petroleum products increased by $271.0 million, or 4.1%, to $6,939.6 million for the year ended December 31, 2012, compared to $6,668.6 million for the year ended December 31, 2011. The increase in the cost of marine petroleum products was attributable to the increase in the average purchase price of the marine petroleum products.  The purchases from related parties included in the cost of sales of marine petroleum products increased by $53.1 million, or 13.1%, to $458.1 million for the year ended December 31, 2012, compared to $405.0 million for the year ended December 31, 2011. The cost of voyage and other revenues for the year ended December 31, 2012 decreased by $3.8 million, or 18.5%, to $16.7 million for the year ended December 31, 2012, compared to $20.5 million for the year ended December 31, 2011.




Gross Profit and Gross Spread on Marine Petroleum Products. Gross spread on marine petroleum products increased by $11.8 million, or 4.6%, to $268.8 million for the year ended December 31, 2012, compared to $257.0 million for the year ended December 31, 2011. The increase in our gross spread on marine petroleum products mainly resulted from our trading activities given an increase in the average price of marine fuel. The contribution of the gross profit on voyage and other revenues for the year ended December 31, 2012 was $7.6 million and $26.3 million, respectively, compared to $3.5 million and $15.8 million respectively, for the year ended December 31, 2011. Our gross spread per metric ton of marine fuel sold during the year ended December 31, 2012 increased by $1.0, or 4.2%, to $25.0, compared to $24.0 for the year ended December 31, 2011.  Gross spreads per metric ton do not generally increase or decrease proportionately with the price of marine fuel. Accordingly, gross spread on marine petroleum products, as a percentage of total revenues, remained steady for both years at 3.7%. Gross spread on marine petroleum products and gross spread per metric ton of marine fuel sold are non-U.S. GAAP measures and should not be considered as alternatives to operating income, net income or other U.S. GAAP measures and may not be comparable to similarly titled measures of other companies. Please see "—Factors Affecting Our Results of Operations" for a reconciliation of gross spread on marine petroleum products to the most directly comparable U.S.GAAP measure.




Selling and Distribution. Selling and distribution expenses increased by $17.4 million, or 9.0%, to $210.2 million for the year ended December 31, 2012, compared to $192.8 million for the year ended December 31, 2011. This increase was mainly due to the higher cost of the marine fuel consumption and other operating expenses and salaries of our Panama storage facility, which commenced operations in August 2011.




General and Administrative. General and administrative expenses increased by $0.1 million, or 0.3%, to $29.9 million for the year ended December 31, 2012, compared to $29.8 million for the year ended December 31, 2011. The office expenses included in the general and administrative expenses increased by $1.6 million following our expansion in new markets, while salaries related to general and administrative cost decreased by the same amount due to reduced executive compensation and foreign exchange fluctuation that affects our head office payroll cost.




Interest and Finance Costs.  Interest and finance costs increased by $3.3 million, or 11.8% to $31.2 million for the year ended December 31, 2012, compared to $27.9 million for the year ended December 31, 2011. The increase in interest and finance costs was mainly attributable to the increase in the working capital to finance our expansion.




46







Year ended December 31, 2011, compared to the year ended December 31, 2010




Sales of Marine Petroleum Products.  Sales of marine petroleum products increased by $1,971.0 million, or 39.8%, to $6,925.6 million for the year ended December 31, 2011, compared to $4,954.6 million for the year ended December 31, 2010. Of the total increase in sales of marine petroleum products, $1,763.3 million was attributable to a 35.9% increase in the average price of marine fuel (using sales volumes for the year ended December 31, 2011), $218.8 million was attributable to an increase in sales volume of marine fuel (using average prices for the year ended December 31, 2011), while the sales of lubricants decreased by $11.1 million. Sales volume of marine fuel increased by 338,061 metric tons, or 3.3%, to 10,646,271 metric tons for the year ended December 31, 2011, compared to 10,308,210 metric tons for the year ended December 31, 2010, due to additional volume of sales of marine fuel in the ARA region and Las Palmas and due to sales in our new markets, Tenerife, Cape Verde and Panama.




Voyage Revenues.  Voyage revenues increased by $15.5 million, or 212.3%, to $22.8 million for the year ended December 31, 2011, compared to $7.3 million for the year ended December 31, 2010. Voyage revenues for the year ended December 31, 2011 were attributable to the employment of five of our bunkering tankers with an unaffiliated third-party for the distribution of refined marine petroleum products in Greek ports. Additionally, during the year December 2011, we generated voyage revenues from the employment of two of our vessels by a related party.




Other Revenues.  Other revenues increased by $7.3 million, or 74.5%, to $17.1 million for the year ended December 31, 2011, compared to $9.8 million for the year ended December 31, 2010. Other revenues for the year ended December 31, 2011 were attributable to the storage revenues recognized at our new market in Panama and other revenues related to throuput fees, brokerage and agency fees.




Revenues from related companies.Revenues from related companies included in the sales of marine petroleum products, voyage revenues and other revenues for the year ended December 31, 2011 were $47.3, million, $7.7 million and $0.1 million, respectively, compared with $45.5 million, $0.1 million and $0.4 million, respectively, for the year ended December 31, 2010. Voyage revenues increased by $7.6 million, or 76.0%, due to new agreements signed with a related party to employ of two of our vessels.




Cost of revenue. The cost of sales of marine petroleum products increased by $1,932.5 million, or 40.8%, to $6,668.6 million for the year ended December 31, 2011, compared to $4,736.1 for the year ended December 31, 2010. The increase in the cost of marine petroleum products was attributable to the increased demand and volumes sold and the increase in the average purchase price of the marine petroleum products.  The purchases from related parties included in the cost of sales of marine petroleum products increased by $101.4 million, or 33.4%, to $405.0 million for the year ended December 31, 2011, compared to $303.6 million for the year ended December 31, 2010. The cost of voyage and other revenues for the year ended December 31, 2011 increased by $12.2 million, or 147.0%, to $20.5 million, compared to $8.3 million for the year ended December 31, 2010. This increase is in accordance with the year-to-year increase in the voyage and other revenues, described above.




Gross Profit and Gross Spread on Marine Petroleum Products. Gross spread on marine petroleum products increased by $38.5 million, or 17.6%, to $257.0 million for the year ended December 31, 2011, compared to $218.5 million for the year ended December 31, 2010. The increase in our gross spread on marine petroleum products mainly resulted from the increased sales volume of marine fuel. The contribution of the gross profit on voyage and other revenues for the year ended December 31, 2011 was $3.5 million and $15.8 million, respectively, compared to $0.7 million and $8.1 million respectively, for the year ended December 31, 2010. Our gross spread per metric ton of marine fuel sold during the year ended December 31, 2011 increased by $3.0, or 14.3%, to $24.0, compared to $21.0 for the year ended December 31, 2010.  Gross spreads per metric ton do not generally increase or decrease proportionately with the price of marine fuel. Accordingly, gross spread on marine petroleum products, as a percentage of total revenues, decreased from 4.4% for the year ended December 31, 2010 to 3.7% for the year ended December 31, 2011. Gross spread on marine petroleum products and gross spread per metric ton of marine fuel sold are non-U.S. GAAP measures and should not be considered as alternatives to operating income, net income or other U.S. GAAP measures and may not be comparable to similarly titled measures of other companies. Please refer to "—Factors Affecting Our Results of Operations" for a reconciliation of gross spread on marine petroleum products to the most directly comparable U.S.GAAP measure.




47







Selling and Distribution. Selling and distribution expenses increased by $37.4 million, or 24.1%, to $192.8 million for the year ended December 31, 2011, compared to $155.4 million for the year ended December 31, 2010. This increase was mainly due to the higher cost of the marine fuel consumption and an increase in the number of full-time employees, as we hired new employees to manage our expanded fleet and service center network due to our expansion to new markets. Furthermore, crew costs and vessel operating expenses increased as the average number of operating bunkering vessels increased to 56.3 for the year ended December 31, 2011, compared to 48.1 for the year ended December 31, 2010.




General and Administrative. General and administrative expenses increased by $2.3 million, or 8.4%, to $29.8 million for the year ended December 31, 2011, compared to $27.5 million for the year ended December 31, 2010. This increase was mainly due to the higher office expenses and professional fees to support our expanded service center network as a result of our expansion to new markets.




Interest and Finance Costs.  Interest and finance costs increased by $10.5 million, or 60.3% to $27.9 million for the year ended December 31, 2011, compared to $17.4 million for the year ended December 31, 2010. The increase in interest and finance costs was mainly attributable to the increase in the working capital to finance our expansion.




Inflation




Inflation has had only a moderate effect on our expenses given recent economic conditions. In the event that significant global inflationary pressures appear, these pressures would increase our operating costs.




Critical Accounting Policies




The discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of such financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses and related disclosure of contingent assets and liabilities at the date of our financial statements. Historically our estimates have been fairly accurate; however, actual results may differ from these estimates under different assumptions and conditions.




Critical accounting policies are those that reflect significant judgments of uncertainties and potentially result in materially different results under different assumptions and conditions. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. These estimates would change in the future if they constantly deviate from the actual results or if the financial circumstances change. We have described below what we believe to be our most critical accounting policies, because they generally involve a comparatively higher degree of judgment in their application. For a description of all our significant accounting policies, see Note 2 to our consolidated financial statements included herein.




Trade Receivables and Allowance for Doubtful Accounts




We extend credit on an unsecured basis to many of our customers. There is uncertainty over the level of collectability of customer accounts. Our management is responsible for approving credit limits above certain amounts, setting and maintaining credit standards, and managing the overall quality of our credit portfolio. We perform ongoing credit evaluations of our customers and adjust credit limits based upon payment history and the customer's current credit worthiness. Accounts receivable are deemed past due based on contractual terms agreed with our customers.




We continuously monitor collections and payments from our customers and maintain a provision for estimated credit losses based upon our historical experience with our customers, current market and industry conditions of our customers and any specific customer collection issues that we have identified.




48







We transfer ownership of eligible trade accounts receivable to a third-party purchaser without recourse in exchange of cash. The factoring of trade accounts receivable under the agreement is accounted for as a sale. Proceeds from the transfer reflect the face value of the account less a discount. The receivables sold pursuant to this factoring agreement are excluded from trade accounts receivable on our consolidated balance sheets and are reflected as cash provided by operating activities on our consolidated statements of cash flows. We continue to service, administer and collect the receivables sold under this program. The third-party purchaser has no recourse to our assets for failure of debtors to pay when due.




Accounts and notes receivable are reduced by an allowance for amounts that may become uncollectible in the future. At the end of each reporting period, we calculate an allowance for doubtful accounts based on an aging schedule where we apply set percentages to categories of overdue trade receivables. These set percentages are based on historical experience and currently available management information on customer accounts. Furthermore, we provide appropriate allowances for any specific customer collection issue we identify which allowance is calculated on a case-by-case basis. Trade receivables are written off when it becomes apparent based upon age or customer circumstances that such amounts will not be collected.




We believe the level of our allowance for doubtful accounts is reasonable based on our experience and our analysis of the net realizable value of our trade receivables during each reporting period. The estimates driving the calculation of our allowance for doubtful accounts have not changed in the past periods and we do not expect these estimates to change in the foreseeable future because they have resulted and we believe that they will continue to result in accurate calculations of our allowance for doubtful accounts. We cannot guarantee that we will continue to experience the same credit loss rates that we have experienced in the past, since adverse changes in the marine industry or changes in the liquidity or financial position of our customers could have a material adverse effect on the collectability of our trade receivables and our future operating results. If credit losses exceed established allowances, our results of operations and financial condition may be adversely affected.




Depreciation




We record the value of our vessels at their cost (which includes acquisition costs directly attributable to the vessel and expenditures made to prepare the vessel for its initial voyage) less accumulated depreciation. We depreciate our vessels on a straight-line basis over their estimated useful lives. Depreciation is based on cost less the estimated residual scrap value.




We estimate the useful lives for our bunkering and in-land waterway tankers to be 30 years and 45 years, respectively, from the date of initial delivery to us from the shipyard.  Furthermore, we estimate the useful life of our floating storage facilities to be 30 years from the date of acquisition. Secondhand vessels are depreciated from the date of their acquisition through their remaining estimated useful lives.  We estimate the residual scrap values of our vessels to be $175 per light-weight ton. We form these estimates based on our experience and the prevailing practices of other companies in the bunkering and shipping industries.




An increase in the estimated useful life of a tanker or in its estimated residual value would have the effect of decreasing the annual depreciation charge and extending it into later periods. A decrease in the estimated useful life of a tanker or in its estimated residual value would have the effect of increasing the annual depreciation charge. A 20% decrease in the remaining estimated useful lives of our vessels would increase our depreciation charge for the year ended December 31, 2012 by $5.5 million.




Estimates may need to be changed if new regulations place limitations over the ability of a vessel to trade on a worldwide basis. This would cause us to adjust the vessel's useful life to end at the date such regulations become effective.




Our estimates of the useful lives of our vessels and of the residual scrap values of our vessels have not changed in the past periods.




49







Impairment of Long-lived Assets




We evaluate the carrying amounts of our long-lived assets to determine if events have occurred which would require modification to their carrying values. In evaluating useful lives and carrying values of long-lived assets, we review certain indicators of potential impairment, such as vessel sale and purchase prices in the marketplace, business plans and overall market conditions. If an indicator of impairment exists, we determine undiscounted projected net operating cash flow for each vessel or group of vessels and compare it to the relevant carrying value. In developing estimates of future cash flows, the Company relied upon estimates made by management with regard to the Company's vessels, including future deliveries, operating expenses, and the estimated remaining useful lives of the vessels.  These assumptions are based on historical trends as well as future expectations and are consistent with the plans and forecasts used by management to conduct its business.  The variability of these factors depends on a number of conditions, including uncertainty about future events and general economic conditions; therefore, the Company's accounting estimates might change from period to period. In the event that undiscounted projected net operating cash flows were less than carrying value, we would estimate the fair value of the related asset and record a charge to operations calculated by comparing the asset's carrying value to the estimated fair value. When performing impairment assessments, management would generally consider vessel valuation reports obtained from third-party valuation specialists.




The fair market value of the vessels that we currently own or may acquire in the future may increase or decrease depending on a number of factors, including general economic and market conditions affecting the international marine fuel supply industry, supply and demand for bunkering tankers, costs of newbuildings and governmental or other regulations.  If we sell any vessel when vessel prices have fallen and before we have recorded an impairment adjustment to our financial statements, the sale may be at less than the vessel's carrying amount on our financial statements, resulting in a loss. Such loss could adversely affect our financial condition, results of operations and our ability to pay dividends to our shareholders.




Goodwill and intangible assets




Intangible assets consist of concession agreements, in the United Kingdom, the Canary Islands and Panama, a non-compete covenant in Belgium and goodwill derived from the Company's acquisitions in Belgium and Canada. In connection with the acquisitions of Portland Bunkers International Limited, Las Palmas Business and Panama, we recorded identifiable intangible assets and concession agreements which convey to an exclusive right to perform bunkering operations in the port of Portland, Las Palmas and Panama over a specified period of time. These assets are being amortized over their useful life. Goodwill derived from our acquisitions is not amortized, but reviewed as of December 31 of each year for impairment. We also evaluate goodwill for impairment at any time that events occur or circumstances change indicating a possible impairment. The Company tests for goodwill impairment using the two-step process. The first step is a screen for potential impairment, while the second step measures the amount of impairment. Fair values are derived using discounted cash flow analysis.




The decline in our stock price such that the market capitalization was lower than the consolidated net book value indicated the need for an interim impairment assessment during the year ended December 31, 2012. We calculated the fair value of the reporting unit using the income approach. The income approach uses a discounted cash flow analysis based on our cash flow estimates. The most significant assumptions, which are subject to management's judgment, included those regarding revenue growth, capacity utilization, the future price of marine fuel products and the weighted average cost of capital (WACC) of approximately 7%.  These assumptions were used to determine the reporting unit's fair value at December 31, 2012. We determined that the fair value of the reporting unit of goodwill exceeded its book value and no impairment loss was recorded in the current or prior years presented.




Deferred Drydock Cost




Our vessels are generally required to be drydocked approximately every 30 to 60 months for major repairs and maintenance that cannot be performed while the vessels are operating. We capitalize the costs associated with drydockings as they occur and amortize these costs on a straight-line basis over the period between drydockings. Costs capitalized as part of the drydocking include actual costs incurred at the drydock yard and parts used in making such repairs that are reasonably made in anticipation of reducing the duration or cost of the drydocking; cost of travel, lodging and subsistence of our personnel sent to the drydocking site to supervise; and the cost of hiring a third-party to oversee a drydocking. We believe that these types of capitalized costs are consistent with practice among other companies in our industry that apply this method of accounting and that our policy of capitalization reflects the economics and market values of the vessels.




50







Although many companies in our industry apply this method of accounting for deferred drydock costs, some companies apply other methods of accounting, such as expensing drydock costs as incurred. If we were to adopt that method of accounting as our accounting policy, our drydock costs would have been as disclosed under the heading "As Incurred" in the table below, for the periods presented therein.




Average Number of Vessels


Drydock CostsYear Ended December 31

Bunkering


Non-bunkering


As Reported


As Incurred(in thousands of U.S. dollars)2010


48.1



7.6



5,805



10,0732011


56.3



9.3



7,112



9,9202012


57.9



8.7



7,576



5,561





The table above discloses the average number of vessels that we have owned in each of the periods presented and the drydock costs that we have reported. In the future, depending on the date a newly-purchased secondhand vessel is drydocked prior to its delivery to us, we may pay drydocking costs and incur subsequent amortization expense of these costs sooner after delivery than if the vessel had been owned by us throughout its life. This would increase our average drydocking expenses in periods immediately following the acquisition.




We expect to first pay drydocking costs and incur subsequent amortization expense of these costs approximately 30 months after the delivery of each of our newbuilding vessels under our newbuilding program. This would decrease our average drydocking expenses in periods immediately following the acquisition of a newbuilding vessel since we would have no such costs to amortize in respect of these vessels until they were first drydocked. Under our newbuilding program, we contracted for the construction of 31 double-hull newbuilding bunkering tankers, which were delivered to us between 2007 and 2012.




Our estimates of the frequency of required drydocking of our vessels have not changed in the past periods.  We do not expect these estimates to change in the future because we believe they will continue to accurately represent the frequency of drydocking inspections necessary for the maintenance of our vessels.




Recent Developments




On February 2, 2013, we sold and delivered the Aegean Tulip, a 4,853 dwt double bunkering tanker, to a third-party purchaser.  We sold the vessel for $1.7 million and recorded a loss of approximately $0.6 million in connection with the sale.




On February 25, 2013, we sold our interest in the land-based storage facilities in Panama to an unaffiliated third-party purchaser for $9.7 million.  Under a separate agreement with the purchaser, we simultaneously agreed to lease from the purchaser fuel storage facilities at the ports, with approximately 27,000 cubic meters capacity.




On February 26, 2013, we sold and delivered the Aeolos, a 84,040 dwt double-hull bunkering tanker which we used as a floating storage facility, to a third-party purchaser.  We sold the vessel for $6.3 million and recorded a loss of approximately $2.6 million in connection with the sale.




On March 11, 2013, Aegean Oil Terminal Corporation, our wholly-owned subsidiary, entered into a credit facility for an aggregate amount of $73.5 million with an international commercial bank to finance the construction of our new oil terminal in Fujairah.  The loan is repayable in quarterly installments beginning March 31, 2014 and bears interest at LIBOR plus a margin of 5.25%.




51







B.           Liquidity and Capital Resources




Our treasury activities are controlled centrally by our treasury department, which is located at our offices in Greece. Our treasury department administers our working capital resources, including our current accounts, time deposits, overdrafts and bank loans. Our liquidity objective is to maintain an optimum daily net cash position, which takes into consideration immediate working capital and operational requirements, as well as short- to medium-term capital expenditure requirements, but which would not result in an unnecessary net cash surplus. In this way, we seek to maximize available cash to reinvest in our business. Our policy is to minimize the use of time deposits, financial instruments or other forms of investments, which we believe generate lower levels of return than the return on our invested capital.




Our cash is primarily denominated in U.S. dollars because our sales of marine petroleum products are denominated in U.S. dollars. Our service centers pay their operating expenses in various currencies, primarily the Euro, the UAE dirham, the Gibraltar pound, the British pound, the Canadian dollar, the Jamaican dollar, and the Singapore dollar. Our treasury department transfers cash to our service centers monthly on an as-needed basis and, accordingly, we maintain low levels of foreign currency at our service centers.




Under the laws of jurisdictions where our subsidiaries are located, there are currently no restrictions on the export or import of capital, including foreign exchange controls or restrictions that materially affect the remittance of dividends, loans, interest or other payments. Most of our vessel-owning subsidiaries have long-term bank loans outstanding that were obtained to partially finance the acquisition cost of their vessels. Most of these vessel-owning companies are not permitted to pay any dividends without the lender's prior consent. However, these vessel-owning companies generally do not generate third-party revenues and do not possess material amounts of excess cash. Therefore, these restrictions on our vessel-owning companies' ability to pay dividends to us should not materially impact our ability to meet our cash obligations. Accordingly, there are no significant restrictions on our ability to access and mobilize our capital resources located around the world.




We have funded our business primarily through: (i) cash generated from operations, (ii) equity capital, (iii) short-term borrowings from banks; and (iv) long-term bank debt. We believe that our working capital resources are sufficient for our present requirements.




We have revolving credit facilities that provide for borrowings up to certain amounts for working capital purposes as well as a sublimit for the issuance of standby letters of credit. Furthermore, we have long-term debt facilities with several banks used to partially finance the acquisition costs of several of our vessels. The credit agreements for the long-term debt facilities are secured with first priority mortgages over certain of our vessels.




As of December 31, 2012, we were not in compliance with the current ratio covenant contained in five of our credit facilities, which requires us to maintain a minimum current ratio of 1.10-to-one, while we maintained a current ratio of 1.07-to-one.  We were also not in compliance with the working capital covenant contained in one of our credit facilities, which requires us to maintain working capital of at least $75.0 million, while we maintained working capital of $51.9 million. In addition, we were not in compliance with the adjusted solvency ratio contained in one of our credit facilities, which requires our subsidiary, Aegean North West Europe NV, or ANWE, to maintain a ratio of adjusted net assets to adjusted balance sheet total of a minimum of 20%, while we maintained a ratio of 19.8%.  We have obtained waivers from our lenders for non-compliance with these covenants.




As of March 31, 2013, we were not in compliance with the current ratio covenant contained in four of our credit facilities.  We have obtained waivers from our lenders for non-compliance with these covenants.  We expect to be in compliance with these covenants in the future or, if required, obtain additional waivers from our lenders.


52




Credit Facilities




As of December 31, 2011 and 2012, we had the following outstanding loans:




Loan

Date

2011


2012(in millions of U.S. dollars)  2011 Revolving Credit Facility Sub Limit

November 15, 2011


3.8



-2010 Overdraft Facility

September 1, 2012


51.5



47.52010 Revolving Credit Facility

May 10, 2012


123.1



58.12010 ANWE Revolving Credit Facility

November 16, 2012


58.0



66.02010 Newbuilding Secured Loan Facility

April 1, 2010


7.0



6.62010 ANWE Acquisition Loan Facility

April 1, 2010


2.3



1.32010 Newbuilding ANWE Loan Facility

April 1, 2010


2.5



2.22009 Senior Secured Revolving Credit Facility

December 20, 2012


-



50.02009 Trade Credit Facility

July 1, 2012


102.9



92.12008 Renewed Senior Secured Credit Facility

January 31, 2013


123.0



118.32008 Overdraft Facility

June 29, 2012


9.9



8.02008 Secured Term Loan

June 29, 2012


8.5



6.32008 Newbuilding Secured Term Loan

April 24, 2008


32.7



30.72007 Newbuilding Secured Term Loan

July 5, 2007


38.2



34.0First 2006 Newbuiding Secured Term Loan

February 10, 2006


22.6



19.82006 Newbuilding Secured Syndicated Term Loan

October 30, 2006


56.2



52.8Second 2006 Newbuilding Secured Term Loan

October 27, 2006


14.8



13.6Third 2006 Newbuilding Secured Term Loan

October 25, 2006


22.5



21.02005 Newbuilding Secured Syndicated Term Loan

August 30, 2005


27.4



24.9706.9



653.3




The above dates show the later of the date of the facility, the date of the most recent renewal or the date the loan was assumed by the Company.  The following is a summary of terms of our credit facilities:




2013 Fujairah Credit Facility.  On March 11, 2013, our subsidiary, Aegean Oil Terminal Corporation, as borrower, entered into a credit facility, which we refer to as our 2013 Fujairah Credit Facility, for an aggregate amount of $73.5 million with an international commercial bank to finance the construction of our new oil terminal in Fujairah.  The loan is repayable in quarterly installments beginning March 31, 2014 and bears interest at LIBOR plus a margin of 5.25%.




2011 Revolving Credit Facility Sub Limit.On November 15, 2011, we amended the 2009 Trade Credit Facility by acquiring an additional sub limit of up to $20.0 million, available for the construction of the new land-based storage terminal in Fujairah. The funds under this sub limit were disbursed against invoices provided by the various contractors involved in the construction of the terminal. The facility sub limit matured on May 15, 2012 and bore interest at a rate of the lender's cost of funds plus 5.0%.




2010 Overdraft Facility.On April 27, 2010, our subsidiary, ANWE, entered into an overdraft facility with a Belgian bank for an amount of up to $45.0 million and €500,000. The facility bears interest at 8.30%. In October, 2010, ANWE renewed this overdraft facility with a limit of $70.0 million and, on September 1, 2011, increased the limit to $80.0 million. Drawdowns under this facility are limited to a maximum of 90% of the accounts receivable accepted by the banks and credit-insured. The facility bears interest at LIBOR or EURIBOR plus 2.00% on drawdowns and at LIBOR or EURIBOR plus 2.50% on overdrafts. As of December 31, 2011 and December 31, 2012, we had an outstanding balance under this facility of $51.5 million and $47.5 million, respectively.




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2010 Revolving Credit Facility. On June 7, 2010, our subsidiary, AMP, entered into an uncommitted credit facility with an international commercial lender for an amount up to $100.0 million and a term of one year. On June 21, 2011, we renewed this facility for an additional one-year term and increased the available amount to up to $200.0 million, and on May 10, 2012, we renewed this facility again for an additional one-year term. The renewed facility bears interest at LIBOR plus 2.4%. On February 15, 2013, we obtained a waiver from our lender from compliance with certain of the financial requirements under this facility. As of December 31, 2011 and December 31, 2012, we had an outstanding balance under this facility of $123.1 million and $58.1 million, respectively.




2010 ANWE Revolving Credit Facility. On April 1, 2010, in connection with the acquisition of ANWE, we assumed an overdraft facility with a Belgian bank in amount of up to $45.0 million. This facility was renewed in October 2010 to $55.0 million, in April 2011 to $70.0 million and in November 2012 to $80.0 million. Drawdowns under this facility are limited to a maximum of 90% of the accounts receivable accepted by the banks and credit-insured. On April 8, 2013, we obtained a waiver from our lender from compliance with a certain financial requirement under this facility. The facility bears interest at LIBOR plus 2.00% on drawdowns and 2.5% on overdrafts. As of December 31, 2011 and December 31, 2012, we had an outstanding balance under this facility of $58.0 million and $66.0 million, respectively.




2010 Newbuilding Secured Loan Facility.On April 1, 2010, we assumed a loan agreement with an international bank that was entered into on October 6, 2009 by ANWE and a third-party in an amount of €5.7 million to finance the new building Montana.  The facility bears interest at EURIBOR plus 1.26% and is repayable in quarterly installments of approximately €0.1 million. As of December 31, 2011 and December 31, 2012, the outstanding balance under this facility was $7.0 million and $6.6 million (or €5.4 million and €5.0 million), respectively.




2010 ANWE Acquisition Loan Facility.On April 1, 2010, in connection with our acquisition of ANWE, we assumed a loan agreement with a Belgian Bank in an aggregate amount of €4.0 million. This facility bears interest at EURIBOR plus 2.5%. As of December 31, 2011 and December 31, 2012, the outstanding balance under this facility was $2.3 million and $1.3 million (or €1.8 million and €1.0 million), respectively.




2010 Newbuilding ANWE Loan Facility. On April 1, 2010, in connection with our acquisition of ANWE, we assumed a loan agreement with a Belgian bank in an aggregate amount of €3.7 million to finance the construction of our double hull bunkering vessel, the Texas. This facility bears interest at a rate of 4.36%. This facility is renewable every five years and was last renewed on April 1, 2009. As of December 31, 2011 and December 31, 2012, the outstanding balance under this facility was $2.5 million and $2.2 million (or €1.9 million and €1.6 million), respectively.




2009 Senior Secured Revolving Credit Facility.On September 17, 2009, we entered into an annually renewable senior secured revolving credit facility with a bank for an amount of $50.0 million. On June 29, 2012, we extended this facility to September 30, 2012, and on December 20, 2012, we extended this facility to April 30, 2013.  This facility bears interest at 4.0%. As of December 31, 2011 and December 31, 2012, we had $0 million and $50.0 million outstanding under this facility, respectively.




2009 Trade Credit Facility.On November 19, 2009, our subsidiary, AMP, entered into an uncommitted trade credit facility, which we refer to as the 2009 Trade Credit Facility with an international commercial lender, for up to $100.0 million, with a sub-limit in an amount of $20.0 million, for short-term transit and storage financing. On May 23, 2011, and further on July 1, 2012, we renewed this facility to increase the amount to $220.0 million. This facility bears interest at LIBOR plus 2.50%. This facility is secured by, among other things, our assigned receivables and fuel oil and gas oil stored or to be stored in a storage facility acceptable to the lender and pledged in its favor. The maximum credit terms given to any individual counterparty may be 45 days from the date of the delivery of the products; the inventories may only be financed up to 30 days from the date such inventories are delivered to the storage facility; and the product to be stored and in transit may be financed up to 10 calendar days from the date of the bill of lading.  On February 19, 2013, we obtained a waiver from our lender from compliance with one of our financial requirements under this facility. As of December 31, 2011 and December 31, 2012, we had $102.9 million and $92.1 million outstanding under this facility, respectively.




54







2008 Renewed Senior Secured Credit Facility.  On September 30, 2008, as thereafter renewed, amended and supplemented, our subsidiary, AMP, entered into a revolving credit facility with a bank for an uncommitted amount of up to $100.0, with a credit limit of up to $210.0 million, consisting of a committed amount of $125.0 million and an uncommitted amount of up to $85.0 million. This facility bears interest at LIBOR plus 3.00%.  On February 26, 2013, we obtained a waiver from our lender from compliance with one of our financial requirements under this facility. On January 30, 2013, we extended this facility until May 30, 2013. As of March 31, 2013, we were not in compliance with the current ratio covenant contained in this credit facility, and on April 15, 2013, we obtained a waiver from our lender from compliance with this financial covenant. As of December 31, 2011 and December 31, 2012, we had $123.0 million and $118.3 million outstanding under this facility, respectively.




2008 Overdraft Facility.  On March 11, 2008, we entered into a one year, annually-renewable revolving overdraft facility with a bank in an amount of $20.0 million. On March 30, 2011, we amended this facility to reduce the amount to $10.0 million and on June 29, 2012 we amended this facility to reduce the amount to $8.0 million through April 30, 2013. This facility bears interest at LIBOR plus 6.0%. As of December 31, 2011 and December 31, 2012, we had $9.9 million and $8.0 million outstanding under this facility, respectively.




2008 Secured Term Loan. On July 8, 2008, we entered into a secured term loan facility with a bank for an amount of $15.0 million, which was amended on June 29, 2012. This facility bears interest at LIBOR plus 4% and is repayable in 20 equal consecutive quarterly installments plus a balloon payment of $5.0 million due at maturity. As of December 31, 2011 and December 31, 2012, we had $8.5 million and $6.3 million outstanding under this facility, respectively.




2008 Newbuilding Secured Term Loan.  On April 24, 2008, four of our vessel-owning subsidiaries, Kassos Navigation S.A., Tilos Navigation S.A., Halki Navigation S.A. and Symi Navigation S.A., as co-borrowers, jointly and severally, entered into a syndicated secured term loan with an international bank for an amount of $38.8 million to partially finance the construction costs of the vessels Kassos, Tilos, Halki and Symi. This loan bears interest at LIBOR plus 1.40%. As of March 31, 2013, we were not in compliance with the current ratio covenant contained in this credit facility, and on April 16, 2013, we obtained a waiver from our lender from compliance with this financial covenant. As of December 31, 2011 and December 31, 2012, we had $32.7 million and $30.7 million outstanding under this facility, respectively.




2007 Newbuilding Secured Term Loan.  On July 5, 2007, as thereafter amended and supplemented, five of our vessel-owning subsidiaries, Andros Marine Inc., Dilos Marine Inc., Ios Marine Inc., Aegean VII Shipping Ltd. and ANAFI Shipping (Pte.) Ltd., as co-borrowers, jointly and severally, entered into a secured credit facility for an aggregate amount of $37.6 million with an international commercial bank to finance the construction of five bunkering tankers, Andros, Dilos, Ios, Anafi and Sikinos, respectively. On September 12, 2008, we amended this facility and increased the loan amount to $43.2 million.  This loan bears interest at LIBOR plus 1.0%. As of December 31, 2011 and December 31, 2012, the outstanding balance under this facility was $38.2 million and $34.0 million, respectively.




First 2006 Newbuiding Secured Term Loan. On February 10, 2006, five of our vessel-owning subsidiaries, Milos Maritime Inc., Amorgos Maritime Inc., Kimolos Maritime Inc., Mykonos Maritime Inc. and Syros Maritime Inc., entered into a secured loan facility with an international commercial bank for an aggregate amount of $33.4 million to partially finance the construction costs of five double hull tankers, Milos, Amorgos, Kimolos, Mykonos and Syros, respectively. This loan bears interest at LIBOR plus 1.15% plus additional compliance costs. This loan is collateralized by a first priority mortgage over each of the vessels. On December 19, 2006, this facility was refinanced by a term loan (with identical terms and conditions) with the same bank.  As of December 31, 2011 and December 31, 2012, we had $22.6 million and $19.8 million outstanding under this facility, respectively.




2006 Newbuilding Secured Syndicated Term Loan.  On October 30, 2006, seven of our vessel-owning subsidiaries, Kerkyra Marine S.A., Ithaki Marine S.A., Cephallonia Marine S.A., Paxoi Marine S.A., Zakynthos Marine S.A., Lefkas Marine S.A. and Kythira Marine S.A., as co-borrowers, jointly and severally entered into a syndicated secured credit facility for an aggregate amount of $64.8 million with an international commercial bank to finance the construction of seven double hull oil tankers, the Kerkyra, Ithaki, Kefalonia, Paxoi, Zakynthos, Lefkas and Kythira, respectively. This loan bears interest at LIBOR plus 1.30%. As of March 31, 2013, we were not in compliance with the current ratio covenant contained in this credit facility, and on April 16, 2013, we obtained a waiver from our lender from compliance with this financial covenant. As of December 31, 2011 and December 31, 2012, the balance of this facility was $56.2 million and $52.8 million, respectively.




55







Second 2006 Newbuilding Secured Term Loan.  On October 27, 2006, two of our vessel-owning subsidiaries, Tasman Seaways Inc. and Santon Limited, as co-borrowers, jointly and severally, entered into a loan agreement with an international commercial bank for a term loan facility in an aggregate amount of $17.6 million to partially finance the construction costs of two double hull tankers, Kalymnos and Leros, respectively. The facility bears interest at LIBOR plus 1.15% on 70% of the principal amount and at LIBOR plus 1.25% on 30% of the principal amount.  As of December 31, 2011 and December 31, 2012, the outstanding balance under this facility was $14.8 million and $13.6 million, respectively.




Third Newbuilding 2006 Secured Term Loan. On October 25, 2006, three of our vessel-owning subsidiaries, Eton Marine Ltd., Benmore Services S.A. and Ingram Enterprises Co., as co-borrowers, jointly and severally entered into a syndicated secured credit facility for an aggregate amount of $26.3 million to partially finance the construction costs of three double hull tankers, the Patmos, Nisyrosand Karpathos, respectively. This facility bears interest at LIBOR plus 1.30%.  As of March 31, 2013, we were not in compliance with the current ratio covenant contained in this credit facility, and on April 16, 2013, we obtained a waiver from our lender from compliance with this financial covenant. As of December 31, 2011 and December 31, 2012, the outstanding balance under this facility was $22.5 million and $21.0 million, respectively.




2005 Newbuilding Secured Syndicated Term Loan. On August 30, 2005, as amended, five of our vessel-owning subsidiaries, Kithnos Maritime Inc., Naxos Maritime Inc., Paros Maritime Inc., Santorini Maritime Inc. and Serifos Maritime Inc., as co-borrowers, jointly and severally, entered into a syndicated secured credit facility for an aggregate amount of $35.5 million with an international commercial bank to finance the construction of five bunkering tankers Kithnos, Naxos, Paros, Santorini and Serifos, respectively. The loan bears interest at LIBOR plus 1.55%. As of March 31, 2013, we were not in compliance with the current ratio covenant contained in this credit facility, and on April 16, 2013, we obtained a waiver from our lender from compliance with this financial covenant. As of December 31, 2011 and December 31, 2012, the outstanding balance under this facility was $27.4 million and $25.0 million, respectively.




Covenants




Our credit facilities generally contain financial covenants, which require us to maintain, among other things:




·
minimum net equity of between $175.0 to $180.0;




·
minimum market value adjusted net worth or book net worth of between $175.0 million and $410.0 million;




·
minimum solvency ratio on the statutory financial statements of our subsidiary ANWE of 20%;




·
minimum working capital of $50.0 million;




·
minimum interest coverage ratio of between 1.30-to-one and 1.60-to-one;




·
minimum current ratio of 1.15-to-one;




·
aggregate minimum liquidity of between $25.0 million and $30.0 million and minimum liquidity ratio of more than 0.50-to-one;




·
maximum ratio of total liabilities to total assets of between 0.70-to-one and 0.75-to-one; and




·
minimum consolidated leverage ratio of 0.75-to-one.




Our credit facilities also contain restrictions and undertakings, including, among other things:




·
the requirement to maintain the listing of our shares of common stock on the NYSE;




·
restrictions on our payment of dividends and distribution of assets




56







·
restrictions on our incurrence of debt;




·
the requirement to maintain a minimum value of collateral;




·
restrictions on our ability to merge or consolidate;




·
restrictions on our ability to acquire additional vessels;




·
restrictions on changes in our business activities; and




·
change of control restrictions.




Our secured credit facilities are generally secured by, among other things:




·
first priority mortgage over each of the pledged vessels in favor of each of our lenders;




·
assignments of earnings, insurances and requisition of compensation of each of the mortgaged vessels; and




·
corporate guarantees.




Violation of Financial Covenants under Certain of our Credit Facilities




A violation of any of the financial covenants contained in our credit facilities described above constitutes an event of default under our credit facilities, which, unless cured within the grace period set forth under the credit facility, if applicable, or waived or modified by our lenders, provides our lenders with the right to, among other things, require us to post additional collateral, enhance our equity and liquidity, increase our interest payments, pay down our indebtedness to a level where we are in compliance with our loan covenants, sell vessels in our fleet, reclassify our indebtedness as current liabilities and accelerate our indebtedness and foreclose their liens on our vessels and the other assets securing the credit facilities, which would impair our ability to continue to conduct our business.




As of December 31, 2012, we were not in compliance with the current ratio covenant contained in five of our credit facilities, which requires us to maintain a minimum current ratio of 1.10-to-one, while we maintained a current ratio of 1.07-to-one.  We were also not in compliance with the working capital covenant contained in one of our credit facilities, which requires us to maintain working capital of at least $75.0 million, while we maintained working capital of $51.9 million. In addition, we were not in compliance with the adjusted solvency ratio contained in one of our credit facilities, which requires our subsidiary, ANWE, to maintain a ratio of adjusted net assets to adjusted balance sheet total of a minimum of 20%, while we maintained a ratio of 19.8%.  We have obtained waivers from our lenders for non-compliance with these covenants.




As of March 31, 2013, we were not in compliance with the current ratio covenant contained in four of our credit facilities.  We have obtained waivers from our lenders for non-compliance with this covenants, effective through June 30, 2013.




In addition, under the terms of our credit facilities, our payment of dividends or other payments to shareholders is subject to no event of default. See "Item 8. Financial Information—Dividend Policy."




Furthermore, certain of our credit facilities contain a cross-default provision that may be triggered by a default under one of our other credit facilities. The breaches described above constituted events of default under the applicable credit facilities and, absent the waivers with our lenders discussed above, together with the cross-default provisions in certain of our credit facilities, could have resulted in the lenders requiring immediate repayment of certain of our loans. A cross-default provision means that a default on one loan would result in a default on certain other loans. Because of the presence of cross-default provisions in certain of our credit facilities, the refusal of any one lender under our credit facilities to grant or extend a waiver could result in certain of our indebtedness being accelerated, even if our other lenders under our credit facilities have waived covenant defaults under the respective credit facilities. If our secured indebtedness is accelerated in full or in part, it would be very difficult in the current financing environment for us to refinance our debt or obtain additional financing and we could lose our vessels and other assets securing our credit facilities if our lenders foreclose their liens, which would adversely affect our ability to conduct our business.




57







Moreover, in connection with any additional waivers of or amendments to our credit facilities that we obtain, our lenders may impose additional operating and financial restrictions on us or modify the terms of our existing credit facilities. These restrictions may further restrict our ability to, among other things, pay dividends, make capital expenditures or incur additional indebtedness, including through the issuance of guarantees. In addition, our lenders may require the payment of additional fees, require prepayment of a portion of our indebtedness to them, accelerate the amortization schedule for our indebtedness and increase the interest rates they charge us on our outstanding indebtedness.




Liquidity and Uses of Cash




Cash and cash equivalents, as of December 31, 2011 and 2012, amounted to $68.6 million and $77.2 million, respectively. The table below illustrates our working capital and working capital excluding cash and debt as of December 31, 2011 and 2012. Working capital is defined as current assets less current liabilities.




The marine fuel supply industry is capital intensive. The timing and levels of operational cash flows are important aspects of our business. Our periodic cash flows from operations are mainly dependent on our periodic working capital, excluding cash and debt. Accordingly, we use working capital excluding cash and debt to monitor changes in our operational working capital accounts such as trade receivables, inventories and trade payables, and to assess the current strength and to predict the future state of our cash flows from operations. Our periodic working capital excluding cash and debt is partly driven by our sales volume growth rates for the relevant periods. As a result, the higher the sales volume growth rates are, the larger the working capital investment needed to purchase and sell the increased quantities of fuel. A larger working capital investment decreases our operational cash flows for the relevant periods. Furthermore, significant period-on-period movement in the average outstanding days of our trade receivables, inventories and trade payables considerably impacts our periodic working capital excluding cash and debt positions and our operational cash flows. Finally, significant fluctuations in marine fuel prices materially affect our periodic working capital excluding cash and debt. A period-on-period increase in marine fuel prices increases the level of working capital investment needed to purchase the same quantity of marine fuel. Accordingly, we would have to increase our working capital investment at a multiple of the increase in marine fuel prices in order to increase our sales volumes.




As of December 31,2011

2012(in thousands of U.S. dollars)Working capital


201,181



53,044Working capital excluding cash and debt


497,925



434,675





During the year ended December 31, 2012, our working capital, excluding cash (and restricted cash) and debt, decreased to $434.7 million as compared to $497.9 million as of December 31, 2011.  Our working capital, defined as current assets minus current liabilities, position as of December 31, 2012 decreased also to $53.0 million from $201.2 million as of December 31, 2011.




We primarily use our cash to fund marine petroleum product purchases for resale to our customers. Except for transactions with our related company, Aegean Oil, in which we usually have extended unsecured trade credit, we obtain secured trade credit from our suppliers against a standby letter of credit. In certain cases, we purchase quality marine petroleum products from certain suppliers at discounted prices with cash on or near delivery. Our ability to fund marine petroleum product purchases, obtain trade credit from our suppliers and provide standby letters of credit is critical to the success of our business. Increases in oil prices negatively impact our liquidity by increasing the amount of cash needed to fund marine petroleum product purchases as well as reducing the volume of marine petroleum products which can be purchased on a secured credit basis from our suppliers.




We also use our cash to fund the acquisition or construction costs of vessels and our land-based storage terminal in Fujairah, as well as to fund the maintenance cost of our vessels. The following table illustrates the cash paid for the acquisition and construction of vessels, the construction of the Fujairah terminal and the cash paid for drydocking of our vessels for the years ended December 31, 2010, 2011 and 2012.




58







Year Ended December 31,2010


2011


2012(in thousands of U.S. dollars)Payments for vessel acquisitions


26,576



453



-Payments for vessel construction


59,568



22,751



2,303Payments for drydocking


10,073



9,920



5,561Payments for other fixed assets under construction


11,630



29,116



61,175





We do not anticipate any payments for vessel constuction in the coming years due to the completion of our newbuilding vessels. Currently, we have no bunkering tankers on order.




Currently, we intend to purchase only secondhand double hull bunkering tankers, which are generally more costly than secondhand single hull bunkering tankers. Payments for drydocking are expected to be in remain the same during the year 2013, since even though we increased the number of vessels in our fleet the last years we also dispose some of our older vessels.




Payments for other fixed assets under construction are expected to decrease during the year 2013 in connection with the estimated completion of the construction of our land-based storage facility in Fujairah.  The payments of the contractual amounts are made with the progress of the construction. The contractual obligations arising from signed contracts relating to this project amount to approximately $10.0 million for 2013.




We intend to fund the remaining capital commitments relating to the construction of the land-based storage facility in Fujairah using borrowings under our 2013 Fujairah Credit Facility. We intend to fund our growth strategy, which may include further acquisitions of additional vessels or investments in other energy-related projects using either cash on hand and cash flow from operations or new long-term bank debt.




We anticipate that, assuming market conditions are consistent with our historical experience, cash on hand, internally generated cash flow and borrowings under our credit facilities will be sufficient to fund our future expansion and our working capital requirements.In the future we may consider raising funds through additional equity or debt offerings, depending on our future business plans.




Our beliefs, intentions, plans and expectations concerning liquidity and our ability to obtain financing are based on currently available information. To the extent this information proves to be inaccurate, or if circumstances change, future availability of trade credit or other sources of financing may be reduced and our liquidity would be adversely affected. Factors that may affect the availability of trade credit, or other financing, include our performance, the state of worldwide credit markets, and our levels of outstanding debt. In addition, we may decide to raise additional funds to respond to competitive pressures or changes in market conditions, to fund future growth, or to acquire vessels. We cannot guarantee that financing will be available when needed or desired, or on terms favorable to us.




Cash Flow




Net Cash Used In/Provided by Operating Activities




Net cash provided by operating activities was $122.3 million for the year ended December 31, 2012, as compared to $44.9 million that were used in operating activities for 2011. This increase was directly related to the decrease on the last 30 days average price of marine petroleum products and the timing of collections from customers and payment of suppliers. Our working capital excluding cash and debt decreased by $ 63.2 million, to a surplus of $434.7 million as of December 31, 2012, compared to a surplus of $497.9 million as of December 31, 2011.




Net cash used in operating activities was $44.9 million for the year ended December 31, 2011, as compared to $64.6 million for 2010. This decrease was directly related to the increase of the average price of marine petroleum products and the timing of collections from customers and payment of suppliers. Our working capital excluding cash and debt increased by $95.1 million, to a surplus of $497.9 million as of December 31, 2011, compared to a surplus of $402.8 million as of December 31, 2010.




59







Net Cash Used In/Provided by Investing Activities




Net cash used in investing activities was $58.2 million for the year ended December 31, 2012. During the period, we paid $2.3 million as milestone payments under our newbuilding and engineering contracts and $62.4 million for the construction of our storage facility in Fujairah. Furthermore, we received net cash consideration of $8.9 million for the sale of our tankers, the Fos II, Vera, Hopeand Aegean Star.




Net cash used in investing activities was $45.6 million for the year ended December 31, 2011. During the period, we paid $22.8 million as milestone payments under our newbuilding and engineering contracts and $29.1 million for the construction of our storage facility in Fujairah. Furthermore, we paid $1.5 million to assume a concession agreement in Panama, while we received net cash consideration of $8.5 million for the sale of our tankers, the Ouranos, Aegean VII, and Star Blender.




Net Cash Used In/Provided by Financing Activities




Net cash used in financing activities was $57.1 million for the year ended December 31, 2012, mainly due to repayments of $27.5 million under our short-term credit facilities provided by marine petroleum sales to our customers and additional schedule repayments of $26.1 million on our long-term debt. Furthermore, during the year ended December 31, 2012, we paid capital lease and financing costs $1.7 million, while we declared and paid dividends of $1.9 million to our shareholders.




Net cash provided by financing activities was $73.2 million for the year ended December 31, 2011, mainly due to drawdowns of $142.4 million under our short-term credit facilities to finance marine petroleum purchases for resale to our customers and additional drawdowns of $17.3 million under our term loan facilities to finance a portion of the construction costs of our new vessels. Part of this increase in funding was offset by repayments of long-term debt of $77.4 million and our repurchase of $4.6 million of our common shares from the market under our share repurchase program. Furthermore, during the year ended December 31, 2011, we paid capital lease and financing costs $2.6 million, while we declared and paid dividends of $1.9 million to our shareholders.




C.           Research and development, patents and licenses, etc.




Not applicable.




D.           Trend information.




During the year ended December 31, 2012, our sales volume of marine fuel decreased by 0.2%, as compared to the prior year, which was mainly due to reduced sales of marine fuel in Singapore.




We took delivery of one double-hull bunkering tanker newbuilding and sold three double-hull and one single-hull vessels. The sale of our older vessels will drive down our operating expense structure and increase the utilization of our fleet. In 2012, we commenced our physical supply operations in Hong Kong and we plan to expand our operations in new markets during 2013 and further diversify revenue and enhance flexibility.




In addition to our bunkering operations, we market and distribute marine lubricants under the Alfa Marine Lubricants brand. Starting 2011, we have currently built up an extensive production and distributing network in major and minor worldwide ports for our brand. Within 2013, we will continue expanding our branded supply and we expect the sales volumes to increase, as we are constantly getting bigger market share.




Our success in attracting business has been due, in part, to our willingness to extend trade credit on an unsecured basis to our customers after suitable credit analysis of them.  The recent adverse changes in world credit markets may adversely affect our ability to do business with customers whose creditworthiness may no longer meet our criteria.  Volatility in the price of marine fuel and lubricants may also affect our working capital requirements.




E.           Off-balance sheet arrangements.




We do not have any off-balance sheet arrangements.




60




F.           Tabular disclosure of contractual obligations.




Contractual Obligations and Commercial Commitments




The following table sets forth our contractual obligations and commercial commitments as of December 31, 2012:




Within

One Year


One to

Three Years


Three to

Five Years


More than Five Years


Total(in millions of U.S. dollars)Long-term bank debt (excluding interest)


144.0



37.0



41.3



109.2



331.5Capital lease


1.3



0.4



-



-



1.7Capital expenditures


10.0



-



-



-



10.0Operating lease commitments


14.3



27.9



25.6



162.3



230.1Interest on long-term bank debt (1)


6.5



9.0



7.5



5.4



28.4Minimum purchase commitments (2)


265.3



331.6



-



-



596.9Total


441.4



405.9



74.4



276.9



1,198.6




(1)
Our long-term bank debt outstanding as of December 31, 2012 bears variable interest at margin over LIBOR. The calculation of variable rate interest payments is based on an actual weighted average rate of 2.41% for the year ended December 31, 2012, adjusted upward by 10 basis points for each year thereafter.




(2)
In the normal course of business, we have entered into long-term contracts with reputable suppliers, such as government refineries or major oil producers. The contractual commitments set forth in the above table include the minimum purchase requirements in our contract with Aegean Oil. The minimum purchase requirements provided for in our contract with Aegean Oil have been calculated by multiplying the minimum monthly volumes of marine fuel specified in the contract by an indicative market price based on quoted PLATTS prices as of December 31, 2012.




G.           Safe harbor




Forward-looking information discussed in this Item 5 includes assumptions, expectations, projections, intentions and beliefs about future events. These statements are intended as "forward-looking statements." We caution that assumptions, expectations, projections, intentions and beliefs about future events may and often do vary from actual results and the differences can be material. Please see the section entitled "Cautionary Statement Regarding Forward-Looking Statements" in this annual report.




ITEM 6.
DIRECTORS, SENIOR MANAGEMENTAND EMPLOYEES




A.           Directors and Senior management




Set forth below are the names, ages and positions of our current directors and executive officers. Our board of directors is elected annually on a staggered basis, and each director holds office until his successor has been duly elected, except in the event of his death, resignation, removal or the earlier termination of his office.




Name

Age

PositionPeter C. Georgiopoulos

52

Chairman of the Board, Class B DirectorYiannis N. Papanicolaou

61

Class A DirectorKonstantinos D. Koutsomitopoulos

45

Class A DirectorJohn P. Tavlarios

51

Class B DirectorSpyridon Fokas

58

General Counsel and Corporate Secretary, Class B DirectorGeorge Konomos

74

Class C DirectorE. Nikolas Tavlarios

50

President and Principal Executive OfficerDimitris Melisanidis

62

Head of Corporate DevelopmentSpyros Gianniotis

52

Chief Financial OfficerApostolos Rizakos

63

Managing Director, Aegean Marine Petroleum S.A.


_______________


The business address of each of our executive officers and directors is 10 Akti Kondili, Piraeus 185 45 Athens, Greece.


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Certain biographical information about each of these individuals is set forth below.




Peter C. Georgiopoulos has been the Chairman of our board of directors since December 2006. Since 1997, Mr. Georgiopoulos has served as the Chairman of the board of directors, President and Chief Executive Officer of General Maritime Corporation, a publicly-traded tanker company with shares listed on the New York Stock Exchange. Mr. Georgiopoulos is also Chairman of the board of directors of Genco Shipping & Trading Limited, a public drybulk shipping company whose shares are listed on the New York Stock Exchange, and a member of the board of directors of Atlantis Deepwater Technology Holding AS, a Norwegian offshore drilling technology company. From 1991 to 1997, Mr. Georgiopoulos was the principal of Maritime Equity Management, a vessel-owning and investment company which he founded in 1991. Mr. Georgiopoulos is a member of the American Bureau of Shipping. Mr.  Georgiopoulos holds a master's degree in business administration from the Tuck School of Business at Dartmouth College, and is a member of the Board of Overseers of the Tuck School.




Yiannis N. Papanicolaou has served as a member of our board of directors since December 2006.  Mr. Papanicolaou serves as the chairman of our compensation committee and a member of our audit and nominating and corporate governance committees. Since 2004, Mr. Papanicolaou has been an independent consultant to various companies. From 1998 to 2004, Mr. Papanicolaou served as Director General of the International Center for Black Sea Studies and from 1997 to 2005 as Alternate Governor of Greece at the Black Sea Trade and Development Bank. Between 1989 and 1996, Mr. Papanicolaou was employed as an independent consultant to various companies. Prior to that, Mr. Papanicolaou had a career in government where he served, among other positions, as Chief Economic Advisor to the Prime Minister of Greece, Chairman of the Council of Economic Advisors to the Ministry of National Economy and Special Advisor to the Minister of Foreign Affairs of the Hellenic Republic. Mr. Papanicolaou has studied economics at the National University of Athens, the London School of Economics and the London Graduate School for Business Studies.




Konstantinos D. Koutsomitopoulos has served as a member of our board of directors since May 2008.  Mr. Koutsomitopoulos also serves as chairman of our nominating and corporate governance committee and a member of our audit and compensation committees. Mr. Koutsomitopoulos currently serves as an independent consultant to various companies. From October 2004 to May 2007, Mr. Koutsomitopoulos was employed at Diana Shipping Inc., a publicly traded company with shares listed on the New York Stock Exchange. While at Diana, he served as President and Head of Corporate Development from March 2006 to May 2007, and as Chief Financial Officer and Treasurer from February 2005 to March 2006. Mr. Koutsomitopoulos joined Pegasus Shipping Inc. in 1992. From 1997 to 2003, he was responsible for chartering, sales and purchasing and assisting in financing activities of the company, holding the positions of Chief Executive Officer and, subsequently, Director. Mr. Koutsomitopoulos holds a bachelor's degree in economics from the University of Athens and a master's degree in shipping, trade and finance from City University Business School in London.




John P. Tavlarios has served as a member of our board of directors since December 2006. From December 2008, Mr. Tavlarios has served as a director and President of General Maritime Corporation, a company with shares listed on the New York Stock Exchange. From December 2008, Mr. Tavlarios served as Executive Vice President of General Maritime from its inception in 1997 until January 2000, and President and Chief Operating Officer of General Maritime from May 2001 until December 31, 2002. Following an internal reorganization of General Maritime, which took effect at the close of business on December 31, 2002 through December 2008, Mr. Tavlarios was Chief Executive Officer of its tanker operating subsidiary, General Maritime Management LLC. From 1995 to 1997, Mr. Tavlarios was affiliated with Maritime Equity Management, a vessel-owning and investment company, where he served as Director of Marine Operations. From 1992 to 1995, Mr. Tavlarios was President and founder of Halcyon Trading Company, a consulting firm specializing in international business development with a particular emphasis on the international oil industry. From 1984 to 1992, Mr. Tavlarios was employed by Mobil Oil Corporation, spending most of his tenure in the Marine Operations and the Marketing and Refining divisions. Prior to 1984, Mr. Tavlarios was involved in his family's shipping business, assisting in marine operations. Mr. Tavlarios is a member of the American Bureau of Shipping, the Det Norske Veritas North American Committee, the Skuld board of directors, the Directors Committee and the North American Panel of INTERTANKO, the organization of independent tank owners and on the Board of Trustees of the Seaman's Church Institute. Mr. Tavlarios is also a director of General Maritime Corporation. Mr. Tavlarios holds a master's degree in business administration from St. John's University. Mr. Tavlarios is the brother of Mr. E. Nikolas Tavlarios, the Company's President and Principal Executive Officer.




62







Spyridon Fokas has been a member of our board of directors since June 2005. Mr. Fokas has also served as our General Counsel and as our Corporate Secretary since June 2005. Mr. Fokas currently is an attorney at S. Fokas – B. Koumbiadou Law Offices. Mr. Fokas has been practicing maritime law since 1982 and has represented the Company since 1998. Mr. Fokas is a member of the Greek Maritime Law Association and the Hellenic Society of Maritime Lawyers. Mr. Fokas holds a law degree from the University of Athens School of Law and has undertaken post-graduate studies in shipping law at the University College London.




George Konomos has served as a member of our board of directors and as the chairman of our audit committee since November 2008. Mr. Konomos is also a member of our compensation committee.  Currently, Mr. Konomos is a Senior Advisor with Latigo Partners L.P., an alternative asset manager, which he joined in 2005, and serves on the Board of Directors of General Maritime Corporation. From 2000 to 2005, Mr. Konomos was the Co-Portfolio Manager at Mellon-HBV Rediscovered Opportunities Fund.  Mr. Konomos' experience prior to joining Mellon-HBV includes 11 years as an Investment Manager at Baker Nye Investments, service as a senior advisor to the World Bank on privatizations and financial restructurings of state-owned companies and a 14-year career in investment banking at Lehman Brothers and Samuel Montague & Co.  Mr. Konomos is also a director of General Maritime Corporation, a company with shares listed on the New York Stock Exchange. Mr. Konomos holds a bachelor's degree in economics from the University of Arizona, a master's degree in economics from American University and a juris doctor degree from George Washington University Law School.




E. Nikolas Tavlarios has served as our President and Principal Executive Officer since December 2006. From 2003 to 2006, Mr. Tavlarios served as Vice President of General Maritime Management LLC, a tanker operating subsidiary of General Maritime Corporation, where he oversaw business development and maintained relationships with commercial representatives of major oil companies. From 2000 to 2003, Mr. Tavlarios was Vice President of Sales and Administration at Universal Services Group. From 1998 to 2000, Mr. Tavlarios served as Executive Director of Rockefeller Center for Tishman Speyer Properties. Prior to 1998, Mr. Tavlarios was a Surveyor for the American Bureau of Shipping. Mr. Tavlarios is a member of the American Bureau of Shipping and of the Det Norske Veritas (DNV) North American committee. Mr. Tavlarios holds a bachelor's degree in marine transportation from State University of New York Maritime College and a master's degree in business administration from St. John's University. Mr. Tavlarios is the brother of John P. Tavlarios.




Dimitris Melisanidis is our founder and has served as our Head of Corporate Development since December 2006. Prior to that, Mr. Melisanidis served as our President and Chief Executive Officer from June 2005 to December 2006 and served as a director and Chairman of our board of directors until July 2006. In 1995, Mr. Melisanidis founded and has since managed the group of companies that form our Company. Mr. Melisanidis has also been involved historically with our related companies and had a leadership role with respect to the promotion of their products and services. Mr. Melisanidis is a member of the Greek Committee of the classification society Bureau Veritas, the Committee on Petroleum Policy of the Hellenic Petroleum Marketing Companies Association and is involved in a number of other institutions, including the Hellenic-American Chamber of Commerce, the Propeller Club of The United States, the Union of European Shipowners with Cyprus Flag and The Yacht Club of Greece. Mr. Melisanidis is a founding member and President of the Athens Club of Black Sea and a Vice President of the World Fraternity for Hellenism and Orthodoxy as well as the Association for Greek-American Friendship. From 1992 to 1995, Mr. Melisanidis was the co-owner and served as President and Managing Director of soccer club AEK Athens.




Spyros Gianniotis has served as our Chief Financial Officer since September 2008. Mr. Gianniotis has served as a director and audit committee chairman of NewLead Holdings Ltd., a shipping company which shares trade on NASDAQ Global Select Market, since October 2009. Prior to joining our Company, Mr. Gianniotis served as the Head of Shipping at Piraeus Bank SA, holding the title of Assistant General Manager. From 2001 to 2005, Mr. Gianniotis served on the board of Capes Investment Corporation, a privately-owned drybulk company. Between 1989 and 2001, Mr. Gianniotis held a number of positions, both in New York and Athens, within corporate and shipping finance at Citigroup. He holds a bachelor's degree in economics and sociology from Queens College (CUNY), a master's degrees in transportation management from Maritime College (SUNY) and in business administration from Wagner College, New York, and an executive certificate from Pace University.




63







Apostolos Rizakos has been the Managing Director of our subsidiary Aegean Marine Petroleum S.A. since November 2010. Prior to joining our Company, Mr Rizakos served as Group Commercial General Manager of Hellenic Petroleum S.A. (HELPE) from March 2010 to September 2010, where since 1998, he held senior management positions, including General Manager of Oil Supply and Trading from 2003. During this time, Mr. Rizakos served on the board of directors of several affiliates of the Hellenic Petroleum Group of companies, including EKO S.A., Hellenic Fuel S.A., DEPA S.A., and served as the chairman of the board of EKO Bulgaria, DIAXON S.A. HELPE Renewables. From December 2008 through August 2010, Mr Rizakos was a member of the board of directors of the European Petroleum Industry Association (EUROPIA). He also served as Refinery Operations Manager at HELPE's Aspropyrgos Refinery from 1988 to 1998, having previously managed various departments of the Refinery. Mr. Rizakos holds a Diploma degree in Chemical Engineering from the National Technical University of Athens and a Master's degree in Chemical Engineering from the University of Bath, UK.




Messrs. Georgiopoulos and John Tavlarios serve as executive officers of General Maritime Corporation. On November 17, 2011, General Maritime and substantially all of its subsidiaries filed a voluntary petition under Chapter 11 of the United States Bankruptcy Code.




Framework Agreement




On July 19, 2006, Leveret and AMPNInvest LLC, or AMPNInvest, a Marshall Islands limited liability company that was dissolved in August 2007 and succeeded by Messrs. Georgiopoulos and John Tavlarios, entered into a Framework Agreement, which, as amended, affected our management and corporate governance. Pursuant to the Framework Agreement, Leveret and AMPNInvest agreed to identify, mutually agree and elect seven members to serve on our board of directors effective upon the closing of the initial public offering. Under the Framework Agreement, the majority of the members of our board of directors were required to meet the independence standards established by the New York Stock Exchange. Leveret and AMPNInvest agreed that Mr. Georgiopoulos would serve as the Chairman of our board and Mr. Melisanidis would refrain from serving on our board of directors during the term of the Framework Agreement. Leveret and AMPNInvest also agreed that AMPNInvest would name the chairs of our audit committee and our nominating and corporate governance committee and propose and agree with Leveret on the identities of our executive officers and that Leveret and AMPNInvest would cause our board of directors to appoint such officers. The Framework Agreement also provided that Leveret and AMPNInvest would vote in favor of our board of directors, including the independent directors, and the nominees of our board of directors for the duration of the Framework Agreement. The Framework Agreement further provided that during its term, Leveret and AMPNInvest would vote on all matters in accordance with our board's recommendations and would cause our board of directors to appoint independent members to our board committees. Leveret and AMPNInvest also agreed to approve an equity incentive plan covering our directors, officers, employees and consultants and to cause our Company to enter into an employment or a consulting agreement with Mr. Melisanidis. The Framework Agreement expired in December 2011.




B.           Compensation




The aggregate annual compensation paid to our executive officers for the year ended December 31, 2012 was $1.4 million. We also paid $0.4 million to our non-executive directors during the year ended December 31, 2012. Furthermore, our executive officers and directors received an aggregate of 285,000 nonvested shares pursuant to our equity incentive plan during the year ended December 31, 2012. In addition, each director is reimbursed for out-of-pocket expenses incurred attending any meeting of the board of directors or any committee of the board of directors. We do not maintain a medical, dental or retirement plan for our directors. Officers who also serve as directors do not receive additional compensation for their services as directors.




C.           Board Practices




Our board of directors is comprised of the seven directors named above. Our board of directors is divided into three classes, Class A, Class B and Class C, as nearly equal in number as possible, with each director serving a three-year term and one class being elected at each year's annual meeting of shareholders. The term of our Class A directors expires in 2013, the term of our Class B directors expires in 2014 and the term of our Class C directors expires in 2015.




64







We do not maintain a service contracts with any of our directors providing for benefits upon termination of employment.




Committees of the Board of Directors




The standing committees of our board of directors consist of an audit committee, a compensation committee and a nominating and corporate governance committee. Each of our standing committees is comprised of independent members of our board of directors. In addition, special committees may be established under the direction of the board of directors when necessary to address specific issues.




Audit Committee




Our audit committee is comprised of three independent members of our board of directors. The committee is responsible for, among other things, making recommendations concerning the engagement of our independent public accountants, reviewing with the independent public accountants the plans and results of the audit engagement, approving professional services provided by the independent public accountants, reviewing the independence of the independent public accountants, considering the range of audit and non-audit fees and reviewing the adequacy of our internal accounting controls.  Our audit committee is comprised of Messrs. Konomos, Koutsomitopoulos and Papanicolaou. Mr. Konomos serves as the chairman of the audit committee.




Compensation Committee




Our compensation committee is comprised of three independent members of our board of directors. The committee is responsible for determining compensation for our executive officers and other employees and administering our compensation programs. Our compensation committee is comprised of Messrs. Papanicolaou, Koutsomitopoulos and Konomos. Mr. Papanicolaou serves as the chairman of the compensation committee.




Nominating and Corporate Governance Committee




Our nominating and corporate governance committee is comprised of three independent members of our board of directors. The committee is responsible for identifying and recommending qualified candidates for board membership to the board of directors. Our nominating and corporate governance committee is comprised of Messrs. Koutsomitopoulos, Konomos and Papanicolaou. Mr. Koutsomitopoulos serves as the chairman of the nominating and corporate governance committee.




D.           Employees




The following table reflects the number of our crews and salaried employees for the periods indicated.




Year Ended December 31,2010

2011

2012Shipboard personnel


819



873



845Shoreside personnel


272



364



368Total


1,091



1,237



1,213




Our Greek shoreside employees are subject to Greek national collective bargaining agreements, which set minimum standards of their employment. Our Greek shipboard personnel are also subject to these standards. Our Filipino crew members are subject to a collective bargaining agreement with the Philippine Government that sets their minimum standards of employment. We consider our employee relations to be satisfactory.




Our full-time Greek shoreside employees are covered by state-sponsored pension funds for which we are required to contribute a portion of the monthly salary of these employees. Upon retirement of these employees, the state-sponsored pension funds are responsible for paying the employee's retirement benefits and we have no obligation to pay these benefits. Our crew members are employed under short-term contracts and we are not liable for any of their pension or post-retirement benefits.




65




E.           Share ownership




The common shares beneficially owned by our directors and senior managers are disclosed in "Item 7. Major Shareholders and Related Party Transactions—A. Major Shareholders" below.




Equity Incentive Plan




We have adopted an equity incentive plan, which we refer to as the Plan, under which our officers, key employees and directors may be eligible to receive options to acquire shares of common stock. We have reserved a total of 4,053,500 shares of common stock for issuance under the Plan. The compensation committee of our board of directors administers the Plan. Under the terms of the Plan, the compensation committee of may grant new options exercisable at a price per common share to be determined by our board of directors but in no event less than fair market value as of the date of grant. The Plan also permits our compensation committee to award restricted stock, restricted stock units, non-qualified stock options, stock appreciation rights, dividend equivalent rights, unrestricted stock, and performance shares. The Plan expires in December 2016, or ten years from the completion of our initial public offering.  As of December 31, 2012, we granted an aggregate of 1,662,036 restricted shares pursuant to the Plan to certain of our employees, executive officers and directors.




ITEM 7.
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS.




A.           Major shareholders.




The following table presents certain information regarding (1) the beneficial owner of more than 5% of the shares of common stock and (2) the total amount of common stock beneficially owned by all of our directors and executive officers, other than Messrs. Melisanidis, Georgiopoulos and John Tavlarios, as a group in each case as of April 15, 2013.




Name


Number


PercentageDimitris Melisanidis (1)



10,278,031



22.0
%Peter C. Georgiopoulos



4,795,250



10.3
%John P. Tavlarios (2)



1,111,444



2.4
%Rima Senvest Management, LLC (3)



4,361,345



9.4
%Other directors and executive officers as a group



442,149



*


_________________


*
Less than 1%


(1)
Mr. Melisanidis beneficially owns 265,000 shares in his individual capacity and 10,088,031 shares through Leveret International Inc., a Liberian corporation controlled by Mr. Melisanidis.


(2)
Includes shares owned by a trust for the benefit of members of Mr. Tavlarios's family.


(3)
The beneficial ownership is based on the latest available filing made with the SEC on Schedule 13G on February 14, 2013, which reported shared voting and dispositive power over the shares with Richard Mashaal. The business addresses of Rima Senvest Management, LLC and Richard Mashaal, as reported on the Schedule 13G filed with the SEC on February 14, 2013, is 110 East 55th Street, Suite 1600, New York, New York 10022 and c/o Rima Senvest Management, LLC, 110 East 55th Street, Suite 1600, New York, New York 10022, respectively.





Our principal shareholders will have the same voting rights as other holders of our shares of common stock.




As of April 15, 2013, we had 87 shareholders of record, 10 of which were located in the United States and held an aggregate of 45,817,228 shares of our common stock, representing 94.3% of our outstanding shares of common stock. However, one of the U.S. shareholders of record is Cede & Co., a nominee of The Depository Trust Company, which held 33,711,668 shares of our common stock, as of April 15, 2013. Accordingly, we believe that the shares held by Cede & Co. include shares of common stock beneficially owned by both holders in the United States and non-U.S. beneficial owners. We are not aware of any arrangements the operation of which may at a subsequent date result in our change of control.




66






B.           Related party transactions.




Aegean Oil S.A.




Marine Fuel Supply Service Agreement. On April 1, 2005, we entered into a marine fuel supply service agreement with Aegean Oil, a related company owned and controlled by members of Mr. Melisanidis' family. Mr. Melisanidis may also be deemed a control person of Aegean Oil for U.S. securities law purposes, but Mr. Melisanidis disclaims such control. Aegean Oil is engaged in the downstream gasoline market in Greece and is licensed as a trader and physical supplier of marine petroleum products in Greece. Aegean Oil is managed by a full-time executive team and has no common management with us. Under the terms of this agreement, Aegean Oil sells and delivers marine petroleum products to our customers within Greek territorial waters. Under the agreement, as amended and supplemented, we must purchase a minimum, and Aegean Oil must sell up to a maximum, quantity of marine petroleum products. Aegean Oil sells the marine petroleum products at an amount equal to its purchase costs from selected Greek refineries plus a margin. Payments are made within 30 calendar days from the date of receipt of the invoices, with a penalty of 10% imposed on late payments. Under this agreement, we are required to provide security by way of a standby letter of credit or other mutually acceptable guarantee in relation to any outstanding balance. This agreement terminates on March 31, 2015 unless any of the following situations occur prior to the termination date: (i) Aegean Oil's petroleum trading license terminates or is revoked by the Greek authorities, in which case Aegean Oil may elect to terminate the agreement; (ii) upon the breach by any party in the performance of any of its obligations, as defined in the agreement, in which case the non-breaching party may elect to terminate the agreement; or (iii) upon the liquidation or bankruptcy of any party, in which case the agreement terminates automatically. We have a unilateral right to terminate the agreement by serving 12 months written notice upon our decision to cease supply activities in the territory.




During the years ended December 31, 2010, 2011, and 2012 we purchased marine petroleum products from Aegean Oil in the amount of $303.6 million, $405.0 million and $458.1 million respectively.




License Agreement. On December 8, 2006, we entered into a trademark license agreement with Aegean Oil pursuant to which Aegean Oil granted us a non-transferable, non-exclusive, perpetual (subject to termination for material breach), world-wide, royalty-free right and license to use certain trademarks related to the Aegean logo and "Aegean Marine Petroleum" in connection with marine fuel supply services.




Bunkering Agreement. On July 31, 2008, we entered into a bunkering agreement with Aegean Oil.  Pursuant to the bunkering agreement, Aegean Oil provides bunkering services on our behalf in the port of Piraeus and other Greek ports.  Under the agreement, we were paying a barging fee of $25,000 per month, per vessel used.  This agreement was terminated on June 1, 2010.




Bareboat Charters.  On July 31, 2008, we entered into bareboat charters with Aegean Oil for the charter of Aegean III, Aegean VIII, Aegean XII, Aegean Rose, Aegean Daisy, Aegean Breeze I, Aegean Tiffany, Aegean Ace and Aegean Orion. Under the bareboat agreements, Aegean Oil paid us a bareboat fee of $500 per vessel, per day. These agreements were terminated on June 1, 2010. During the year ended December 31, 2010, we received $0.6 million in bareboat payments from Aegean Oil, respectively.




Storage Facility. As of April 5, 2010, Aegean Oil and our subsidiary, Aegean Gas, owner of the vessel Mediterranean, signed an agreement so that Aegean Oil could use the Mediterranean as a storage facility upon a rate of €35,000 per month. For the years ended December 31, 2011 and 2012, our revenue under this contract was $0.6 and $0.5 million, respectively.




Aegean Shipping Management S.A.




We conduct transactions with Aegean Shipping Management and certain vessel-owning companies, or collectively Aegean Shipping, which are related companies owned and controlled by members of Mr. Melisanidis' family. Mr. Melisanidis may also be deemed a control person of Aegean Shipping for U.S. securities law purposes, but Mr. Melisanidis disclaims such control. Aegean Shipping is the owner and operator of an international shipping fleet tankers which are chartered out in the international spot markets. Aegean Shipping is managed by a full-time executive team and has no common management with us. Aegean Shipping purchases marine fuel and lubricants from us. Our sales of marine petroleum products to Aegean Shipping for the years ended December 31, 2010, 2011, and 2012 amounted to $7.6 million, $8.6 million and $7.1 million, respectively.




67







Vessel Sales and Purchases. On October 14, 2009, our subsidiary, Aegean Ostria Maritime Company, entered into a memorandum of agreement with Aegean Gas Maritime Company, a company owned and controlled by members of the family of Mr. Melisanidis, for the purchase of a 20,000 dwt double hull bunkering barge, the Mediterranean, to be used as a floating storage facility. The purchase price of the vessel was $17.0 million, which was determined by disinterested members of our board of directors to be no greater than it would have been with a third-party on an arm's length basis at the time we entered into the memorandum of agreement. The acquisition was completed on February 25, 2010 by the Company acquiring the shares of Aegean Gas Maritime Company.




Leveret International Inc. and AMPNInvest LLC




Registration Rights Agreement.  On December 13, 2006, we entered into a registration rights agreement with Leveret and AMPNInvest, our then-existing shareholders, pursuant to which we granted Leveret and AMPNInvest, and certain of its transferees, the right, under certain circumstances and subject to certain restrictions, including restrictions included in the lock-up agreements, to require us an aggregate of three times to register under the Securities Act shares of our common stock held by Leveret and Messrs. Georgiopoulos and John Tavlarios, AMPNInvest's successors-in-interest. Under the registration rights agreement, Leveret and Messrs. Georgiopoulos and John Tavlarios have the right to request us an aggregate of three times to register the sale of shares held by each of them on their behalf and may require us to make available shelf registration statements permitting sales of shares into the market from time to time over an extended period. In addition, Leveret and Messrs. Georgiopoulos and Tavlarios have the ability to exercise certain piggyback registration rights. All expenses relating to registration will be borne by the Company. Currently, Leveret owns 10,278,031 common shares and Messrs. Georgiopoulos and John Tavlarios own respectively 4,795,250 and 1,111,444 common shares entitled to these registration rights.




Aegean V




Bunkering Agreement. During the year ended December 31, 2011, we employed two of our vessels, the Amorgos and the Karpathos, under agreements with Aegean V, which is owned and controlled by relatives of Mr. Dimitris Melisanidis. Mr. Melisanidis may also be deemed a control person of Aegean V for U.S. securities law purposes, but Mr. Melisanidis disclaims such control. Under these agreements, we earn revenue based on the distance our vessels travel and the volumes they transport. For the years ended December 31, 2011 and 2012, our aggregate revenue under these contracts was $7.0 million and $8.1 million, respectively.




General Maritime Corporation




Sale of Marine Petroleum Products to General Maritime Corporation. General Maritime, a tanker company, purchases marine fuel and lubricants from us. Mr. Georgiopoulos, the Chairman of our board of directors and our shareholder, serves as Chairman of the board of directors of General Maritime, Mr. John Tavlarios, our director and shareholder, is the President, Chief Executive Officer and a member of the board of directors of General Maritime and Mr. Konomos, our director, is a member of the board of directors of General Maritime. Our sales of marine petroleum products to General Maritime for the years ended December 31, 2010, 2011, and 2012 amounted to $30.0 million, $38.7 million and $30.6 million, respectively.




Melco S.A.




During the year ended December 31, 2010, 2011 and 2012, we sold to Melco S.A., a company owned and controlled by members of Mr. Melisanidis' family, marine petroleum products in the amount of $4.1, $0 and $4.6 million. During the years ended December 31, 2012, we also purchased from Melco S.A. marine petroleum products of amount $2.6 million.




Other Related Parties




Office Lease.We lease our head offices at 10, Akti Kondili, Piraeus, 18545 from Aegean Warehouse,which is owned and controlled by members of the family of Mr. Dimitris Melisanidis. Mr. Melisanidis may also be deemed a control person of Aegean Warehouse for U.S. securities law purposes, but Mr. Melisanidis disclaims such control. We pay a monthly rate of approximately $60,000 under the rental agreement, which expires on March 2023. During the year ended December 31, 2011, and 2012,we paid approximately $0.8 and $0.7 million under the agreement.




68







We also lease an office at 299 Park Avenue, New York, New York 10171, from General Maritime, which expires on April 30, 2013. We pay an average monthly rental, which includes services that General Maritime provides for us, of approximately $2,500.




Legal Services. We have retained Mr. Spyridon Fokas, our director, general counsel and corporate secretary to provide legal services from time to time. The legal services rendered by Mr. Fokas' firm included advice on general corporate formation matters as well as ship and corporate financings.




Jamaica Property.  In January 2010, we purchased a property in Jamaica from companies owned and controlled by members of Mr. Melisanidis' family, to be used as a land-based storage facility. The purchase price for the property, $9.8 million, was determined by the disinterested members of our board of directors to be no less than we could have obtained from a third-party.  We are currently holding this asset for strategic opportunity for purposes of either development or sale.




Fujairah in-land storage facility: In July 2010, Mr. Melisanidis, our founder and Head of Corporate Development, transferred to us, for no consideration, all of the shares of Aegean Oil Terminal Corporation, a company that possesses a 25-year terminal lease agreement with the Municipality of Fujairah.  The lease agreement can be automatically renewed for an additional 25 years and is assumed for the construction of in-land storage facility in the UAE. We expect to complete the construction of the new facility by the end of 2013. The estimated total cost of the facility is $110.0 million, of which we have paid $99.6 million and have remaining contractual obligations of approximately $10.0 million during 2013. We intend to finance the payment of these amounts with our 2013 Fujairah Credit Facility.




C.           Interests of experts and counsel.




Not applicable.




ITEM 8.
FINANCIAL INFORMATION




A.           Consolidated Statements and Other Financial Information




See "Item 18. Financial Statements."




Legal Proceedings




In the ordinary course of business, we may be subject to legal proceedings and claims for damages or penalties relating to, among other things, personal injury, property casualty and environmental contamination. We expect that these claims will be covered by our insurance policies, subject to customary deductibles. Those claims, even if lacking merit, could result in the expenditure of significant financial and managerial resources.




In November 2005, an unrelated party filed a declaratory action against one of our subsidiaries before the First Instance Court of Piraeus, Greece. The plaintiff asserted that he was instrumental in the negotiation of the Company's eight-year Fuel Purchase Agreement with a government refinery in Jamaica and sought a judicial affirmation of his alleged contractual right to receive a commission of $1.00 per metric ton of marine fuel over the term of the contract. In December 2008, the First Instance Court of Piraeus dismissed the plaintiff's action as vague and inadmissible, however we appealed that decision on the grounds that there was no contract between us and the plaintiff and that the court lacked jurisdiction. While the action was pending in Greece, the plaintiff commenced a new action involving the same cause of action before the Commercial Court of Paris, France, which dismissed that action in June 2009.  The plaintiff's appeal of the dismissal was denied by the Paris Court of Appeal in February 2010.  In January 2012, the plaintiff commenced a new action relating to the same allegations before the Commercial Court of Paris, which was dismissed on June 27, 2012 in favor of the competence and jurisdiction of the Greek courts. In July 2012, the plaintiff filed a "contredit," an appeal procedure under French law. We believe that this matter fails for lack of jurisdiction and is unwarranted and lacking in merit.  We believe that the outcome of this lawsuit will not have a material effect on our operations and financial position.
  In January 2010, a former director of our Ghanaian subsidiary and a company controlled by him, commenced an action in Ghana against two of our subsidiaries for alleged wrongful termination of such director's directorship and deprivation of an opportunity to hold 70% shares in an oil trading company and 30% shares in a shipping agency allegedly agreed to be formed by the parties. The plaintiffs are seeking payment of office rent for approximately 17 months and damages for breach of trust, extreme mental anguish, pain and suffering, and loss of earnings.  Subsequently, the plaintiffs filed a modified claim seeking to join the Company as a third defendant. In November 2011, the High Court of Justice of Commercial Division in Accra, Ghana, issued its plaintiffs' motion and dismissed same. Although we believe that the plaintiffs' claims are unwarranted, we are pursuing a final settlement of the dispute which we believe will have no material effect on our financial position.
 
 69


We are involved in litigation and administrative proceedings primarily arising in the normal course of our business. In the opinion of management, our liability, if any, under any other pending litigation or administrative proceedings, even if determined adversely, would not materially affect our financial condition, results of operations or cash flows.




Dividend Policy




Our policy is to pay regular cash dividends on a quarterly basis on shares of our common stock so long as we have sufficient capital or earnings to do so. While we cannot assure you that we will continue to do so in the future, and subject to, among other things, legal requirements, our ability to obtain financing on terms acceptable to us and our ability to satisfy financial covenants contained in our financing arrangements, we paid dividends of $0.01 per share in March, June, September and December 2012 for the fourth quarter of 2011 and the first, second and third quarters of 2012, respectively. In March 2013, we paid a dividend of $0.01 per share with respect to the fourth quarter of 2012. We anticipate retaining most of our future earnings, if any, for use in our operations and the expansion of our business. Any further determination as to dividend policy will be made by our board of directors and will depend on a number of factors, including the requirements of Marshall Islands law, our future earnings, capital requirements, financial condition and future prospects and such other factors as our board of directors may deem relevant.




Marshall Islands law generally prohibits the payment of dividends other than from surplus, when a company is insolvent or if the payment of the dividend would render the company insolvent.




In addition, we may incur expenses or liabilities, including extraordinary expenses, which could include costs of claims and related litigation expenses, or be subject to other circumstances in the future that reduce or eliminate the amount of cash that we have available for distribution as dividends or for which our board of directors may determine requires the establishment of reserves. Our board of directors may determine to finance our growth with cash from operations, which would reduce or even eliminate the amount of cash available for the payment of dividends.




Our ability to pay dividends is also subject to our ability to satisfy financial covenants contained in our financing arrangements. See "Item 5. Operating and Financial Review and Prospects—Liquidity and Capital Resources—Credit Facilities."




70







B.           Significant Changes.




There have been no significant changes since the date of the annual consolidated financial statements included in this report.




ITEM 9.
OFFER AND THE LISTING




A.           Offer and Listing Details.




Shares of our common stock commenced trading on the NYSE on December 8, 2006 under the symbol "ANW."




The following table sets forth the high and low closing prices of our shares of common stock on the NYSE for the periods indicated below.




For the Fiscal Year Ended

High


LowDecember 31, 2008

$
44.17


$
7.93December 31, 2009

$
28.04


$
13.25December 31, 2010

$
33.93


$
8.74December 31, 2011

$
12.82


$
3.73December 31, 2012

$
7.93


$
4.34For the Quarter EndedMarch 31, 2011

$
12.82


$
7.34June 30, 2011

$
9.21


$
6.72September 30, 2011

$
7.22


$
4.01December 31, 2011

$
5.91


$
3.73March 31, 2012

$
7.46


$
4.30June 30, 2012

$
7.85


$
4.34September 30, 2012

$
7.33


$
5.28December 31, 2012

$
6.31


$
4.50March 31, 2013

$
7.66


$
5.73For the Month:October 2012

$
6.31


$
5.41November 2012

$
5.60


$
4.50December 2012

$
5.28


$
4.77January 2013

$
6.98


$
5.73February 2013

$
7.66


$
6.27March 2013

$
6.95


$
6.25April 2013*

$
6.54


$
5.82





*Through April 15, 2013.





B.           Plan of Distribution




Not applicable




C.           Markets.




Shares of our common stock are trading on the NYSE under the symbol "ANW".




D.           Selling Shareholders




Not applicable.




71







E.           Dilution




Not applicable.




F.           Expenses of the Issue




Not applicable.




ITEM 10.
ADDITIONAL INFORMATION




A.           Share capital.




Not applicable.




B.           Memorandum and Articles of Association.




Our amended and restated articles of incorporation and bylaws have been filed as exhibits 3.1 and 3.2, respectively, to the Registration Statement on Form F-1 (Registration No. 333-129768), declared effective by the SEC on December 7, 2006.  Information regarding the rights, preferences and restrictions attaching to each class of our common shares is described in section entitled "Description of Capital Stock" in our Registration Statement on Form F-3 (Registration No. 333-162935), declared effective by the SEC on February 12, 2010, and is incorporated by reference herein, provided that since the date of such Registration Statement, our total issued and outstanding common shares has increased to 46,621,399as of April 15, 2013.




Stockholders Rights Agreement




We entered into a Stockholders Rights Agreement, or the Agreement, with Computershare Trust Company, N.A., as Rights Agent, as of August 14, 2009. Under the Agreement, we declared a dividend payable of one preferred stock purchase right, or Right, for each outstanding share of our common stock, to our stockholders of record at the close of business on August 14, 2009. Each Right entitles the registered holder to purchase from us a unit consisting of one one-thousandth of a share of our Series A Participating Preferred Stock, par value $0.01 per share. The Rights will separate from the common stock and become exercisable after the earlier of (1) the 10th day (or such later date as determined by our board of directors) after public announcement that a person or group acquires ownership of 15% or more of shares of our common stock or (2) the 10th business day (or such later date as determined by our board of directors) after a person or group announces a tender or exchange offer, which would result in that person or group holding 15% or more of shares of our common stock. On the distribution date, each holder of a Right will be entitled to purchase for $100, or the Exercise Price, a fraction (1/1000th) of one share of our Series A Participating Preferred Stock, which has similar economic terms as one share of our common stock.




If an acquiring person, or an Acquiring Person, acquires more than 15% of the shares of our common stock, then each holder of a Right (except that Acquiring Person) will be entitled to buy at the Exercise Price, a number of shares of our common stock which has a market value of twice the Exercise Price. Any time after the date an Acquiring Person obtains more than 15% of shares of our common stock and before that Acquiring Person acquires more than 50% of outstanding shares of our common stock, we may exchange each Right owned by all other Rights holders, in whole or in part, for one share of our common stock. The Rights expire on the earliest of (i) August 14, 2019 or (ii) the redemption of the Rights by us or (iii) the exchange of the Rights as described above. We can redeem the Rights at any time on or prior to the earlier of the tenth business day following the public announcement that a person has acquired ownership of 15% or more of shares of our common stock, or August 14, 2019. The terms of the Rights and the Agreement may be amended to make changes that do not adversely affect the rights of the Rights holders (other than the Acquiring Person). The Rights do not have any voting rights. The Rights have the benefit of certain customary anti-dilution protections.




72







C.           Material contracts.




We refer you to "Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Credit Facilities" and "Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions" for a discussion of our material agreements that we have entered into outside the ordinary course of our business during the two-year period immediately preceding the date of this annual report.




In addition, in October 2011, we entered into a short-term trade accounts receivable factoring agreement. Under this agreement, we transfer ownership of eligible trade accounts receivable to a third-party purchaser without recourse in exchange for cash. The third-party purchaser has no recourse to our assets for failure of debtors to pay when due. This contract was renewed on November 14, 2012.




Other than as set forth above, there were no material contracts, other than contracts entered into in the ordinary course of business, to which we were a party during the two year period immediately preceding the date of this annual report.




D.           Exchange controls.




Under Marshall Islands, Greek law and the law of jurisdictions where our service centers and marketing offices are located, there are currently no restrictions on the export or import of capital, including foreign exchange controls or restrictions that materially affect the remittance of dividends, interest or other payments to non-resident holders of our common stock.




E.           Taxation.




The following is a discussion of the material Greek, Marshall Islands, Liberian, Belgium, Canadian and U.S. federal income tax consequences to our Company and to a ''U.S. Holder'' and a ''Non-U.S. Holder'', as each term is defined below. This discussion does not purport to deal with the tax consequences of owning common stock to all categories of investors, some of which, such as dealers in securities, investors whose functional currency is not the U.S. dollar and investors that own, actually or under applicable constructive ownership rules, 10% or more of our common stock, may be subject to special rules. This discussion deals only with shareholders who own the common stock as a capital asset. Moreover, this discussion is based upon laws, regulations and other authorities in effect as of the date hereof, all of which are subject to change, possibly with retroactive effect. You are encouraged to consult your own tax advisors concerning the overall tax consequences arising in your own particular situation under U.S. federal, state, local and foreign law of the ownership of shares of our common stock.




Greek Tax Considerations




AMP has established an office in Greece which provides services to AMP and AMP's office in Cyprus. Under the laws of Greece, and in particular under Greek Law 3427/2005, the income of AMP's Greek office is calculated on a cost plus basis on expenses incurred by that office. The Greek Ministry of Economy and Finance had determined that the profit margin applicable to AMP is 5% in relation to the period 2006 to 2010. This determination is subject to periodic review every five years. The profit margin set by the Greek Ministry of Economy and Finance for the period 2011 to 2015 is 5.42%. AMP's income, as calculated by applying the applicable profit margin, is subject to Greek corporate income tax at the rate of 25% for fiscal year 2008 and 2009, 24% for fiscal year 2010 and 20% for the fiscal years 2011 and 2012. The corporate income tax rate increased to 26% for the 2013 fiscal year. All expenses to which the profit margin applies are deducted from gross income for Greek corporate income tax purposes. Accordingly, under Greek Law 3427/2005, as currently applied to us, we expect that AMP will continue to have no liability for any material amount of Greek income tax.




Additionally, according to new tax legislation ratified on January 11, 2013, all vessels with a non- Greek flag, which are managed by Greek or foreign ship management companies established in Greece, will bear tonnage tax on the basis of the gross tonnage and age of the vessel as from January 1, 2013. We do not expect our vessels will incur material tax liabilities as a result of this new legislation.




73







Marshall Islands Tax Considerations




In the opinion of Reeder & Simpson P.C., our Marshall Islands counsel, the following are the material Marshall Islands tax consequences to us of our activities and to our shareholders of the ownership of our common stock. We are incorporated in the Marshall Islands. Under current Marshall Islands law, we are not subject to tax on income or capital gains, and no Marshall Islands withholding tax or income tax will be imposed upon payments of dividends by us to our shareholders or proceeds from the disposition of our common stock, provided such shareholders are not residents of the Marshall Islands. There is no income tax treaty between the United States and the Republic of the Marshall Islands.




Liberian Tax Considerations




Under the Consolidated Tax Amendments Act of 2010, nonresident Liberian corporations are wholly exempted from Liberia taxation effective as of 1977.  Therefore, our Liberian subsidiaries will be wholly exempt from Liberian income taxation.




Belgium Tax Considerations




Our operations in Belgium, through our subsidiaries Aegean Bunkers at Sea NV, or ABAS, and ANWE, are subject to Belgium income taxation.  For the year ended December 31, 2012, our operations in Belgium were taxed at a rate of 33.99%. Please see Note 26 to our financial statements included herein for further discussion on our tax liability in Belgium.





Canada Tax Considerations




Our operations in Canada, through our subsidiary ICS Petroleum, are subject to Canada income taxation.  For the year ended December 31, 2012, our operations in Montreal were taxed at a rate of 28.4% and our operations in Vancouver were taxed at a rate of 26.5%. Please see Note 26 to our financial statements included herein for further discussion on our tax liability in Canada.




U.S. Federal Income Tax Considerations




In the opinion of Seward & Kissel LLP, our U.S. counsel, the following are the material U.S. federal income tax consequences to us of our activities and to U.S. Holders and Non-U.S. Holders, as defined below, of investing in our common stock. The following discussion of U.S. federal income tax matters is based on the U.S. Internal Revenue Code of 1986, as amended, or the Code, judicial decisions, administrative pronouncements, and existing and proposed regulations issued by the U.S. Department of the Treasury, or the Treasury Regulations, all of which are subject to change, possibly with retroactive effect. References in the following discussion to "we" and "us" are to Aegean Marine Petroleum Network Inc. and its subsidiaries on a consolidated basis.




U.S. Federal Income Taxation of Our Company




A foreign corporation is subject to U.S. federal income tax on a net basis only if it is engaged in a trade or business in the United States. A foreign corporation which is engaged in a trade or business in the United States will be subject to U.S. federal income tax and branch profits tax at a combined rate of up to 54.5% on its income which is effectively connected with its U.S. trade or business, or Effectively Connected Income.




Income from the sale of inventory property outside of the United States by a foreign corporation will be treated as Effectively Connected Income if the corporation has a fixed place of business in the United States to which such income is attributable, unless (1) the property is sold for use, consumption or disposition outside of the United States, and (2) the foreign corporation has a fixed place of business in a foreign country which materially participates in the sale.




74







While we have a place of business in the United States, we believe that none of our income from the sale of inventory property would be treated as Effectively Connected Income under the rules discussed above. Specifically, we anticipate that (1) all of our sales of petroleum products will occur outside the United States; (2) such products will be sold for use, consumption or disposition outside the United States, and (3) one of our foreign offices will materially participate in such sales. Therefore, we anticipate that none of our income from the sale of inventory property will be subject to U.S. federal income tax on a net basis.




If any portion of our income is treated as Effectively Connected Income, then such income will be subject to U.S. federal income tax and branch profits tax at a combined rate of up to 54.5%.




U.S. Federal Income Taxation of U.S. Holders




As used herein, the term "U.S. Holder" means a beneficial owner of our common stock that is a U.S. citizen or resident, U.S. corporation or other U.S. entity taxable as a corporation, an estate the income of which is subject to U.S. federal income tax regardless of its source, or a trust if a court within the U.S. is able to exercise primary jurisdiction over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust.




If a partnership holds our common stock, the tax treatment of a partner will generally depend upon the status of the partner and upon the activities of the partnership. If you are a partner in a partnership holding our common stock, you are encouraged to consult your tax advisor.




Distributions




Subject to the discussion below under the heading "Passive Foreign Investment Company," any distributions made by us with respect to our common stock to a U.S. Holder will generally constitute dividends, which may be taxable as ordinary income or "qualified dividend income" as described in more detail below, to the extent of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of our earnings and profits will be treated first as a nontaxable return of capital to the extent of the U.S. Holder's tax basis in our common stock on a dollar-for-dollar basis, and thereafter as capital gain. Because we are not a U.S. corporation, U.S. Holders that are corporations will not be entitled to claim a dividends received deduction with respect to any distributions they receive from us. Dividends paid with respect to our common stock will generally be treated as "passive category income" or, in the case of certain types of U.S. Holders, "general category income" for purposes of computing allowable foreign tax credits for U.S. foreign tax credit purposes.




Dividends paid on our common stock to a U.S. Holder who is an individual, trust or estate, or a U.S. Individual Holder, will generally be treated as "qualified dividend income" that is taxable to such U.S. Individual Holder at preferential tax rates provided that: (1) the common stock is readily tradable on an established securities market in the United States (such as the NYSE on which our common stock is traded); (2) we are not a "passive foreign investment company" for the taxable year during which the dividend is paid or the immediately preceding taxable year (which we do not believe we are, have been or will be); (3) the U.S. Individual Holder has owned the common stock for more than 60 days in the 121-day period beginning 60 days before the date on which the common stock becomes ex-dividend; and (4) the U.S. Individual Holder is not under an obligation to make related payments with respect to positions in substantially similar or related property. There is no assurance that any dividends paid on our common stock will be eligible for these preferential rates in the hands of a U.S. Individual Holder. Any dividends paid by us that are not eligible for these preferential rates (including dividends paid to U.S. Holders other than U.S. Individual Holders) will be taxed as ordinary income.




Special rules may apply to any "extraordinary dividend," generally a dividend in an amount which is equal to or in excess of ten percent of a shareholder's adjusted tax basis (or fair market value in certain circumstances) in its common stock. If we pay an "extraordinary dividend" on our common stock that is treated as "qualified dividend income," then any loss derived by a U.S. Individual Holder from the sale or exchange of such common stock will be treated as long-term capital loss to the extent of such dividend.




75







Sale, Exchange or Other Disposition of Common Stock




A U.S. Holder generally will recognize taxable gain or loss upon a sale, exchange or other disposition of our common stock in an amount equal to the difference between the amount realized by the U.S. Holder from such sale, exchange or other disposition and the U.S. Holder's tax basis in such common stock. Subject to the discussion under the heading "Passive Foreign Investment Company" below, such gain or loss will be treated as long-term capital gain or loss if the U.S. Holder's holding period of the common stock is greater than one year at the time of the sale, exchange or other disposition; otherwise it will be treated as short-term capital gain or loss. Long-term capital gains of a U.S. Individual Holder are taxable at preferential tax rates under current law.  Such capital gain or loss will generally be treated as U.S. source income or loss, as applicable, for U.S. foreign tax credit purposes. A U.S. Holder's ability to deduct capital losses is subject to certain limitations.




3.8% Tax on Net Investment Income




For taxable years beginning after December 31, 2012, a U.S. Holder that is an individual, estate, or, in certain cases, a trust, will generally be subject to a 3.8% tax on the lesser of (1) the U.S. Holder's net investment income for the taxable year and (2) the excess of the U.S. Holder's modified adjusted gross income for the taxable year over a certain threshold (which in the case of individuals is between $125,000 and $250,000).  A U.S. Holder's net investment income will generally include distributions made by us which constitute a dividend for U.S. federal income tax purposes and gain realized from the sale, exchange or other disposition of our common stock.  This tax is in addition to any income taxes due on such investment income.




If you are a U.S. Holder that is an individual, estate or trust, you are encouraged to consult your tax advisors regarding the applicability of the 3.8% tax on net investment income to the ownership and disposition of our common stock.




Passive Foreign Investment Company




A foreign corporation will be treated as a "passive foreign investment company," or a PFIC, for U.S. federal income tax purposes if 75% or more of its gross income consists of certain types of "passive income" or 50% or more of its assets produce or are held for the production of such "passive income." If a corporation owns at least 25% (by value) of the shares of another corporation, it is treated for purposes of these tests as owning a proportionate share of the assets of the other corporation and as receiving directly a proportionate share of the other corporation's income. "Passive income," for this purpose, generally includes dividends, interest, royalties, rents and gains from commodities and securities transactions. We presently believe that we are not a PFIC and do not anticipate becoming a PFIC. This is, however, a factual determination made on an annual basis based on our activities, income and assets, among other factors, and is subject to change.




If we are classified as a PFIC, a U.S. Holder of our common stock could be subject to increased U.S. federal income tax liability upon the sale or other disposition of our common stock or upon the receipt of amounts treated as "excess distributions." Under these rules, the excess distribution and any gain upon a sale of our common stock would be allocated ratably over the U.S. Holder's holding period for the common stock, and the amount allocated to the current taxable year and any taxable year prior to the first taxable year in which we were a PFIC would be taxed as ordinary income in the current taxable year. The amounts allocated to each of the other taxable years would be subject to tax at the highest marginal rates on ordinary income in effect for the applicable class of taxpayer for that year, and an interest charge for the deemed tax deferral benefit would be imposed on the resulting tax liability as if such tax liability had been due with respect to each such other taxable year. In addition, shareholders of a PFIC may not receive a "step-up" in tax basis on common stock acquired from a decedent.  In addition, a U.S. Holder would be required to file annual information returns with the U.S. Internal Revenue Service, or the IRS, if we were to be classified as a PFIC.  U.S. Holders should consult with their own U.S. tax advisors with respect to the U.S. tax consequences of investing in our common stock as well as the specific application of the "excess distribution" rule and other rules discussed in this paragraph.




The effect of the PFIC rules on a U.S. Holder may be mitigated if a U.S. Holder makes a valid and timely "mark-to-market" election or "qualified electing fund" election.  We will notify U.S. Holders in the event we conclude that we will be treated as a PFIC for any taxable year. U.S. Holders are encouraged to consult their tax advisors regarding the application of the PFIC rules, including eligibility for, and the manner and advisability of, making certain elections with respect to our common stock in the case that we are determined to be a PFIC.




76







U.S. Federal Income Taxation of Non-U.S. Holders




A beneficial owner of common stock that is not a U.S. Holder (other than a partnership) is referred to herein as a "Non-U.S. Holder."




Dividends on Common Stock




Non-U.S. Holders generally will not be subject to U.S. federal income tax or withholding tax on dividends received from us with respect to our common stock, unless such dividend is effectively connected with the Non-U.S. Holder's conduct of a trade or business in the United States. If the Non-U.S. Holder is entitled to the benefits of a U.S. income tax treaty with respect to those dividends, that income is subject to U.S. federal income tax only if it is attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States.




Sale, Exchange or Other Disposition of Common Stock




Non-U.S. Holders generally will not be subject to U.S. federal income tax or withholding tax on any gain realized upon the sale, exchange or other disposition of our common stock, unless:




·
the Non-U.S. Holder is an individual who is present in the United States for 183 days or more during the taxable year of disposition and other conditions are met; or




·
the gain is effectively connected with the Non-U.S. Holder's conduct of a trade or business in the United States. If the Non-U.S. Holder is entitled to the benefits of a U.S. income tax treaty with respect to that gain, that gain is subject to U.S. federal income tax only if it is attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States.




If a Non-U.S. Holder is engaged in a U.S. trade or business for U.S. federal income tax purposes, the income from the common stock, including dividends and the gain from the sale, exchange or other disposition of the common stock that is effectively connected with the conduct of that U.S. trade or business will generally be subject to U.S. federal income tax in the same manner as discussed in the previous section relating to the taxation of U.S. Holders. In addition, earnings and profits of a corporate Non-U.S. Holder that are attributable to such effectively connected income, subject to certain adjustments, may be subject to an additional U.S. federal branch profits tax at a rate of 30%, or at a lower rate as may be specified by an applicable U.S. income tax treaty.




Information Reporting




Pursuant to recently enacted section 6038D of the Code and the proposed and temporary Treasury Regulations promulgated thereunder, individuals who are U.S. Holders (and to the extent specified in the applicable Treasury Regulations, certain individuals who are non-U.S. Holders and certain U.S. entities) who hold "specified foreign financial assets" (as defined in section 6038D of the Code and the applicable Treasury Regulations) are required to file IRS Form 8938 (Statement of Specified Foreign Financial Assets) with information relating to each such asset for each taxable year in which the aggregate value of all such assets exceeds $75,000 at any time during the taxable year or $50,000 on the last day of the taxable year.  Specified foreign financial assets would include, among other assets, our common stock, unless the common stock were held through an account maintained with a U.S. financial institution.  Substantial penalties apply to any failure to timely file IRS Form 8938, unless the failure is shown to be due to reasonable cause and not due to willful neglect.  Additionally, the statute of limitations on the assessment and collection of U.S. federal income tax with respect to a taxable year for which the filing of IRS Form 8938 is required may not close until three years after the date on which IRS Form 8938 is filed.  U.S. Holders (including U.S. entities) and Non-U.S. Holders are encouraged to consult their own tax advisors regarding their reporting obligations under section 6038D of the Code.




77







Other Taxes




In addition to the tax consequences discussed above, we may be subject to tax in one or more other jurisdictions where we conduct activities. Although we currently do not pay a material amount of tax in any jurisdiction in which we operate, there can be no assurance that this will not change.




F.           Dividends and paying agents.




Not applicable.




G.           Statement by experts.




Not applicable.




H.           Documents on display.




We are subject to the informational requirements of the U.S. Securities Exchange Act of 1934, as amended, or the Exchange Act. In accordance with these requirements we file reports and other information with the SEC. These materials, including this annual report and the accompanying exhibits, may be inspected and copied at the public reference facilities maintained by the Commission at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the public reference room by calling 1 (800) SEC-0330, and you may obtain copies at prescribed rates from the Public Reference Section of the Commission at its principal office in Washington, D.C. 20549. The SEC maintains a website (http://www.sec.gov) that contains reports, proxy and information statements and other information that we and other registrants have filed electronically with the SEC. Our filings are also available on our website at www.ampni.com.  This web address is provided as an inactive textual reference only.  Information contained on our website does not constitute part of this annual report.




Shareholders may also request a copy of our filings at no cost, by writing or telephoning us at the following address:




Aegean Marine Petroleum Network Inc.


10 Akti Kondili Piraeus 18545 Athens


Greece


Telephone: 011 30 210 458-6200





I.           Subsidiary Information




Not applicable.




ITEM 11.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK




Price Risk




Our price risk has been minimal because we have generally purchased inventory for which we have already had a binding sales contract in place. We generally do not fix future prices for delivery of fuel in excess of one week and our suppliers generally use average PLATTS pricing in their calculation of cost prices to us. Accordingly, our exposure to price risk has covered a period of only a few days. In Gibraltar, West Africa, the United Kingdom, the UAE, Las Palmas and Panama, we operate storage facilities and we currently import and store cargos of marine fuel prior to resale to customers. Accordingly, in Gibraltar, West Africa, the United Kingdom, the UAE, Las Palmas and Panama, we purchased fuel before entering into a binding sales contract with a customer. We believe that our exposure to price risk in these locations covers a period of one to two weeks. From time to time, we take positions in fuel pricing contracts. Our policy is to not use fuel related derivative financial instruments for speculative purposes.   Generally fuel pricing contracts may be used to hedge exposure to changes in the net cost of marine fuel purchases. Upon settlement, if the contracted net price of marine fuel purchased is less than the settlement price, the seller of the fuel pricing contract is required to pay the buyer an amount equal to the difference between the contracted price and the settlement price. Conversely, if the contracted price is greater than the settlement price, the buyer is required to pay the seller the settlement sum. If we take positions in fuel pricing contracts or other derivative instruments we could suffer losses in the settling or termination of these agreements. This could adversely affect our results of operation and cash flow.




78







During the years ended December 31, 2011 and 2012, we entered into fuel pricing contracts for 1,015,338 and 2,636,768 metric tons, respectively. These derivatives are intended to serve as an approximate hedge for the net cost of fuel purchases. Our fuel pricing contracts do not qualify as cash flow hedges for accounting purposes and therefore gains or losses are recognized in the accompanying consolidated statements of income. Fuel pricing contracts are settled on a monthly basis using quoted market prices of the underlying commodity. The fair value of these instruments as of December 31, 2011 was an asset of $1.2 million and as of December 31, 2012 was a liability of $3,500. During the years ended December 31, 2011 and 2012, we recognized a gain of $0.4 million and a loss of $10.6 million, respectively. In the future, we may enter into long-term fixed price sales commitments, which fix the prices of future fuel sales. Furthermore, we may use cargo storage in our other service centers or we might import larger cargos of fuel for storage, which would increase our oil price risk. Furthermore, in the future, we might execute cargo trading transactions to arbitrage the price of marine fuel, which method would increase our oil price risk. Finally, we may enter into derivative contracts in the forms of swaps or futures in order to mitigate the risk of market price fluctuations in marine fuel. Please refer to Note 16 to our financial statements included at the end of this annual report which provides additional information on our derivatives as of December 31, 2011 and 2012.




Interest Rate Risk




We are subject to market risks relating to changes in interest rates as we have significant amounts of floating rate long-term debt and short-term borrowings outstanding. During the year ended December 31, 2012, we paid interest on this debt mainly based on LIBOR plus an average spread of 2.33% on our bank loans. A one percent increase in LIBOR would have increased our interest expense for the year ended December 31, 2011 from $23.5 million to $26.9 million. We expect to repay these borrowings on a periodic basis using cash flows from operations.




We had entered into one interest rate swap agreement as of December 31, 2012 in order to economically hedge our exposure to variability in our floating rate debt. The total notional principal amount of this swap as of December 31, 2011 and 2012 was $7.0 million and $6.6 million. This swap has specified rates and duration. Please refer to the table in Note 16 of our financial statements included at the end of this annual report which summarizes the interest rate swap in place as of December 31, 2011 and 2012.




Under our interest rate swap transactions, the bank effects quarterly floating-rate payments to us for the relevant amount based on the floating interest rate and we make quarterly payments to the bank on the relevant amount at the respective fixed rates.




Our interest rate swap does not meet hedge accounting criteria under accounting guidance relating to Fair Value Measurement. Although we are exposed to credit-related losses in the event of non-performance in connection with such swap agreement, because the counterparty is rated A or better by AAA at the time of the transaction, we consider the risk of loss due to its nonperformance to be minimal. Through this swap transaction, we effectively hedged the interest rate exposure of our loan that we used to finance a newbuilding vessel, of which $6.6 million was outstanding as of December 31, 2012.




Exchange Rate Risk




We have conducted the vast majority of our business transactions in U.S. dollars. We have purchased marine petroleum products in the international oil and gas markets and our vessels have operated in international shipping markets; both these international markets transact business primarily in U.S. dollars. Accordingly, our total revenues have been fully denominated in U.S. dollars and our cost of marine petroleum products, which, for the year ended December 31, 2012, comprised approximately 96% of our total operating expenses have been denominated in U.S. dollars. Our balance sheet is mainly comprised of dollar-denominated assets including trade receivables, inventories and the cost of vessels, and liabilities including trade payables, short-term borrowings and long-term loans. Our foreign exchange losses in recent periods have mainly arisen from the translation of assets and liabilities of our service centers that are denominated in local currency. Accordingly, the impact of foreign exchange fluctuations on our consolidated statements of income has been minimal.




79







Should we enter certain markets where payments and receipts are denominated in local currency or should either the international oil and gas markets or the international shipping markets change their base currency from the U.S. dollar to another international currency such as the Euro, the impact on our dollar-denominated consolidated statements of income may be significant.




Due to the minimal historic impact of foreign exchange fluctuations on us, it is our policy to not enter into hedging arrangements in respect of our foreign currency exposures.




ITEM 12.
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES




Not applicable.




PART II




ITEM 13.
DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES




None.




ITEM 14.
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS




Material Modifications to the Rights of Security Holders




We have adopted a stockholders rights agreement, pursuant to which each share of our common stock includes one preferred stock purchase right that entitles the holder to purchase from us a unit consisting of one-thousandth of a share of our Series A Participating Preferred Stock if any third-party seeks to acquire control of a substantial block of our common stock without the approval of our board of directors. See "Item 10. Additional Information—B. Memorandum and Articles of Association—Stockholders Rights Plan" included in this annual report for a description of our stockholders rights agreement.




ITEM 15.
CONTROLS AND PROCEDURES




(a)           Disclosure of controls and procedures.




We evaluated the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2012.  Based on that evaluation, our President and the Chief Financial Officer concluded that our disclosure controls and procedures were effective to provide reasonable assurance that the information required to be disclosed by the Company in reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.




(b)           Management's annual report on internal control over financial reporting.




Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) promulgated under the Exchange Act and for the assessment of the effectiveness of internal control over financial reporting.




80







Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:




·
Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;




·
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and




·
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.




Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.




Management conducted the evaluation of the effectiveness of the internal controls over financial reporting using the control criteria framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) published in its report entitled Internal Control-Integrated Framework.




Management, with the participation of our President and Chief Financial Officer, assessed the effectiveness of the design and operation of the Company's internal controls over financial reporting pursuant to Rule 13a-15 of the Exchange Act as of December 31, 2012.  Based upon that evaluation, our President and Chief Financial Officer concluded that our internal controls over financial reporting were effective as of December 31, 2012.




The effectiveness of our internal control over financial reporting, as of December 31, 2012 has been audited by Deloitte Hadjipavlou Sofianos & Cambanis S.A, an independent registered public accounting firm.




(c)           Attestation report of the registered public accounting firm.




The registered public accounting firm that audited the consolidated financial statements, Deloitte Hadjipavlou Sofianos & Cambanis S.A., has issued an attestation report on our internal control over financial reporting, appearing on page F-3 of the financial statements filed as a part of this annual report.




(d)           Changes in internal control over financial reporting.




There were no changes in our internal controls over financial reporting that occurred during the period covered by this annual report that have materially effected, or are reasonably likely to materially affect, our internal control over financial reporting.




ITEM 16A.
AUDIT COMMITTEE FINANCIAL EXPERT




In accordance with the rules of the NYSE, the exchange on which our common stock is listed, we have appointed an audit committee whose members as of December 31, 2012 are Messrs. Konomos, Papanicolaou and Koutsomitopoulos, and Mr. Konomos has been determined to be a financial expert by our board of directors and independent, as that term is defined in the listing standards of the NYSE.




81







ITEM 16B.
CODE OF ETHICS




We have adopted a code of ethics that applies to its principal executive officer, principal financial officer, principal accounting officer and persons performing similar functions. A copy of our code of ethics has been filed as an exhibit to our annual report on Form 20-F for the fiscal year ended December 31, 2006 and is also available on our website at www.ampni.com.  We will also provide a hard copy of our code of ethics free of charge upon written request of a shareholder.




Shareholders may also request a copy of our code of ethics at no cost, by writing or telephoning us at the following address:




Aegean Marine Petroleum Network Inc.


10 Akti Kondili


Piraeus 185 45 Athens


Greece


Telephone: 011 30 210 458-6200





ITEM 16C.
PRINCIPAL ACCOUNTING FEES AND SERVICES




Our principal accountants for the years ended December 31, 2011 and 2012 were Deloitte Hadjipavlou Sofianos & Cambanis S.A.  The aggregate audit fees billed to us were $0.7 million for each of the years ended December 31, 2011 and 2012. We incurred $0.0 million and $0.1 million audit-related fees for 2011 and 2012 respectively for acquisition and public offering services while tax fees related to restructuring were $0.1 and $0.0 million for the years ended December 31, 2011 and 2012, respectively.




All above services provided by the principal accountant were preapproved by the audit committee.




ITEM 16D.
EXEMPTIONS FROM LISTING STANDARDS FOR AUDIT COMMITTEES




None.




ITEM 16E.
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASES




Purchases of Equity Securities by the Company for the year ended December 31, 2012




Period

Total Number of Shares Purchased


Average Price Paid Per Share


Total Number of Shares Purchased as Part of Publicly Announced Programs(1)


Maximum Number of Shares that May Yet Be Purchased under the Plans or ProgramsNovember 2012


4,000


$
4.65



4,000



1,028,361


_____________________


(1) On July 20, 2011, we announced that our board of directors had approved a share repurchase program for up to 2,000,000 shares of our common stock for a 12-month period. Purchases under the program may be made from time to time for cash in open market transactions at prevailing market prices or in privately negotiated transactions. In August 2012, our Board of Directors approved the extension of the share repurchase program for an additional 12-month period. The timing and amount of purchases under the program are determined by special committee of our board of directors and our management, based on market conditions and other factors. The program does not require us to purchase any specific number or amount of shares of our common stock and may be suspended or reinstated at any time in our discretion and without notice. Purchases under the program are subject, among other things, to our insider trading policies. As of December 31, 2012, we had purchased a total of 971,639 shares of our common stock under the program, totaling $4.6 million in the aggregate.




ITEM 16F.
CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT




None.




82







ITEM 16G.
CORPORATE GOVERNANCE




Pursuant to an exception for foreign private issuers, we, as a Marshall Islands company, are not required to comply with the corporate governance practices followed by U.S. companies under the NYSE listing standards.  We believe that our established practices in the area of corporate governance are in line with the spirit of the NYSE standards and provide adequate protection to our shareholders.  In this respect, we have voluntarily adopted NYSE required practices, such as (a) having a majority of independent directors, (b) establishing audit, compensation and nominating committees and (c) adopting a Code of Ethics.




There are two significant differences between our corporate governance practices and the practices required by the NYSE. The NYSE requires that non-management directors meet regularly in executive sessions without management. The NYSE also requires that all independent directors meet in an executive session at least once a year. As permitted under Marshall Islands law and our bylaws, our non-management directors do not regularly hold executive sessions without management and we do not expect them to do so in the future.




The NYSE requires companies to adopt and disclose corporate governance guidelines.  The guidelines must address, among other things: director qualification standards, director responsibilities, director access to management and independent advisers, director compensation, director orientation and continuing education, management succession and an annual performance evaluation.  We are not required to adopt such guidelines under Marshall Islands law and we have not adopted such guidelines.




Information about our corporate governance practices may also be found on our website, http://www.ampni.com, under "Investor Relations/Corporate Governance."




ITEM 16H.
MINE SAFETY DISCLOSURE




Not applicable.




PART III




ITEM 17.
FINANCIAL STATEMENTS




See "Item 18. Financial Statements."




ITEM 18.
FINANCIAL STATEMENTS




The financial statements, together with the report of Deloitte Hadjipavlou Sofianos & Cambanis S.A. thereon, are set forth on pages F-2 through F-3 and are filed as a part of this report.




ITEM 19.
EXHIBITS




Exhibit Number
Description1.1
Amended and Restated Articles of Incorporation of Aegean Marine Petroleum Network Inc.(1)1.2
Certificate of Designations of Rights, Preferences and Privileges of Series A Participating Preferred Stock of Aegean Marine Petroleum Network Inc.(8)1.3
Amended and Restated Bylaws of Aegean Marine Petroleum Network Inc.(1)2.1
Form of common share certificate of Aegean Marine Petroleum Network Inc.(1)2.2
Stockholders Rights Agreement between Aegean Petroleum Network Inc. and Computershare Trust Company, N.A., dated August 14, 2009(8)4.1
Form of Registration Rights Agreement(1)


83





Exhibit Number
Description4.2
Amended and Restated 2006 Stock Incentive Plan(2)4.3
Marine Fuel Supply Service Agreement, dated April 1, 2005, by and between Aegean Marine Petroleum S.A. and Aegean Oil S.A.(1)4.4
Form of License Agreement by and between Aegean Oil S.A. and Aegean Marine Petroleum Network Inc.(1)4.5
2005 Newbuilding Secured Syndicated Term Loan, dated August 30, 2005, by and among Aegean Baltic Bank S.A. and HSH Nordbank AG, as Lenders, and Kithnos Maritime, Inc., Naxos Maritime Inc., Paros Maritime Inc. and Serifos Maritime Inc., as Borrowers(1)4.6
Supplemental Agreement, dated January 27, 2011, to the 2005 Newbuilding Secured Syndicated Term Loan, dated August 30, 2005, by and among Aegean Baltic Bank S.A. and HSH Nordbank AG, as Lenders, and Kithnos Maritime, Inc., Naxos Shipping (Pte.) Ltd, Paros Shipping (Pte.) Ltd., Santorini I Maritime Limited, and Serifos Shipping (Pte.) Ltd, as Borrowers(9)4.7
Supplemental Agreement, dated June 23, 2011, to the 2005 Newbuilding Secured Syndicated Term Loan, dated August 30, 2005, by and among Aegean Baltic Bank S.A. and HSH Nordbank AG, as Lenders, and Kithnos Maritime, Inc., Naxos Shipping (Pte.) Ltd, Paros Shipping (Pte.) Ltd., Santorini I Maritime Limited, and Serifos Shipping (Pte.) Ltd, as Borrowers(9)4.8
Supplemental Agreement, dated June 8, 2007, relating to the 2005 Newbuilding Secured Syndicated Term Loan, dated August 30, 2005, by and among Aegean Baltic Bank S.A. and HSH Nordbank AG, as Lenders, and Kithnos Maritime, Inc., Naxos Maritime Inc., Paros Maritime Inc. and Serifos Maritime Inc., as Borrowers(3)4.9
First 2006 Newbuilding Secured Term Loan, dated February 10, 2006, by and among The Royal Bank of Scotland plc, as Lender, and Amorgos Maritime Inc., Kimolos Maritime Inc., Milos Maritime Inc., Mykonos Maritime Inc. and Syros Maritime Inc., as Borrowers(1)4.10
First 2006 Newbuilding Secured Term Loan, dated December 19, 2006, by and among The Royal Bank of Scotland plc, as Lender, and Aegean Marine Petroleum Network Inc. and Aegean Marine Petroleum S.A., as Borrowers, as amended(3)4.11
Supplemental Letter, dated May 23, 2007, to the First 2006 Newbuilding Secured Term Loan, dated December 19, 2006, by and among The Royal Bank of Scotland plc, as Lender, and Aegean Marine Petroleum Network Inc. and Aegean Marine Petroleum S.A., as Borrowers4.12
Supplemental Letter, dated  June 29, 2007, to the First 2006 Newbuilding Secured Term Loan, dated December 19, 2006, by and among The Royal Bank of Scotland plc, as Lender, and Aegean Marine Petroleum Network Inc. and Aegean Marine Petroleum S.A., as Borrowers4.13
Supplemental Letter, dated September 21, 2007, to the First 2006 Newbuilding Secured Term Loan, dated December 19, 2006, by and among The Royal Bank of Scotland plc, as Lender, and Aegean Marine Petroleum Network Inc. and Aegean Marine Petroleum S.A., as Borrowers4.14
Supplemental Letter, dated October 19, 2007, to the First 2006 Newbuilding Secured Term Loan, dated December 19, 2006, by and among The Royal Bank of Scotland plc, as Lender, and Aegean Marine Petroleum Network Inc. and Aegean Marine Petroleum S.A., as Borrowers4.15
Supplemental Letter, dated October 30, 2007, to the First 2006 Newbuilding Secured Term Loan, dated December 19, 2006, by and among The Royal Bank of Scotland plc, as Lender, and Aegean Marine Petroleum Network Inc. and Aegean Marine Petroleum S.A., as Borrowers


84





Exhibit Number
Description4.16
Supplemental Agreement, dated February 14, 2013, to the First 2006 Newbuilding Secured Term Loan, dated December 19, 2006, by and among The Royal Bank of Scotland plc, as Lender, and Aegean Marine Petroleum Network Inc. and Aegean Marine Petroleum S.A., as Borrowers, as amended4.17
Third Newbuilding 2006 Secured Term Loan, dated October 25, 2006, by and among Aegean Baltic Bank S.A. and HSH Nordbank AG, as Lenders, and Eton Marine Ltd., Benmore Services S.A. and Ingram Enterprises Co., as Borrowers(1)4.18
Supplemental Agreement, dated June 23, 2011, to the Third Newbuilding 2006 Secured Term Loan, dated October 25, 2006, by and among Aegean Baltic Bank S.A. and HSH Nordbank AG, as Lenders, and Eton Marine Ltd., Benmore Services S.A. and Ingram Enterprises Co., as Borrowers(9)4.19
Second 2006 Newbuilding Secured Term Loan, dated October 27, 2006, by and among National Bank of Greece S.A., as Lender, and Tasman Seaways Inc. and Santon Limited, as Borrowers(1)4.20
2006 Newbuilding Secured Syndicated Term Loan, dated October 30, 2006, by and among Aegean Baltic Bank S.A. and HSH Nordbank AG, as Lenders, and Kerkyra Marine S.A., Ithaki Marine S.A., Cephallonia Marine S.A., Paxoi Marine S.A., Zakynthos Marine S.A., Lefkas Marine S.A. and Kythira Marine S.A., as Borrowers(1)4.21
Supplemental Agreement, dated June 13, 2007, to the 2006 Newbuilding Secured Syndicated Term Loan, dated October 30, 2006, by and among Aegean Baltic Bank S.A. and HSH Nordbank AG, as Lenders, and Kerkyra Marine S.A., Ithaki Marine S.A., Cephallonia Marine S.A., Paxoi Marine S.A., Zakynthos Marine S.A., Lefkas Marine S.A. and Kythira Marine S.A., as Borrowers(3)4.22
2007 Newbuilding Secured Term Loan, dated July 5, 2007, by and among The Royal Bank of Scotland Plc, as Lender, and Andros Marine Inc., Dilos Marine Inc., Ios Marine Inc., Aegean VII Shipping Ltd. and ANAFI Shipping (Pte.) Ltd., as Borrowers, as amended and supplemented(3)4.23
Supplemental Agreement, dated September 12, 2008, to the 2007 Newbuilding Secured Term Loan, dated July 5, 2007, by and among The Royal Bank of Scotland Plc, as Lender, and Andros Marine Inc., Dilos Marine Inc., Ios Marine Inc., Aegean VII Shipping Ltd. and ANAFI Shipping (Pte.) Ltd., as Borrowers, as amended and supplemented(5)4.24
Supplemental Agreement, dated August 17, 2012, to the 2007 Newbuilding Secured Term Loan, dated July 5, 2007, by and among The Royal Bank of Scotland Plc, as Lender, and Andros Marine Inc., Dilos Marine Inc., Ios Marine Inc., Aegean VII Shipping Ltd. and ANAFI Shipping (Pte.) Ltd., as Borrowers, as amended and supplemented4.25
Supplemental Agreement, dated November 20, 2012, to the 2007 Newbuilding Secured Term Loan, dated July 5, 2007, by and among The Royal Bank of Scotland Plc, as Lender, and Andros Marine Inc., Dilos Marine Inc., Ios Marine Inc., IOS Shipping Inc., Aegean VII Shipping Ltd. and ANAFI Shipping (Pte.) Ltd., as Borrowers, as amended and supplemented4.26
Supplemental Agreement, dated February 27, 2013, to the 2007 Newbuilding Secured Term Loan, dated July 5, 2007, by and among The Royal Bank of Scotland Plc, as Lender, and Andros Marine Inc., Dilos Marine Inc., Ios Shipping Inc., Aegean VII Shipping Ltd. and ANAFI Shipping (Pte.) Ltd., as Borrowers, as amended and supplemented4.27
2008 Newbuilding Secured Term Loan, dated April 24, 2008, by and among Aegean Baltic Bank S.A. and HSH Nordbank AG, as Lenders, and Kassos Navigation S.A., Tilos Navigation S.A., Symi Navigation S.A. and Halki Navigation S.A., as Borrowers(5)


85





Exhibit Number
Description4.28
Supplemental Agreement, dated June 23, 2011, to the 2008 Newbuilding Secured Term Loan, dated April 24, 2008, by and among Aegean Baltic Bank S.A. and HSH Nordbank AG, as Lenders, and Kassos Navigation S.A., Tilos Shipping (Pte.) Ltd., Symi Navigation S.A. and Halki Navigation S.A., as Borrowers(9)4.29
2008 Secured Term Loan, dated July 8, 2008, by and among Piraeus Bank A.E., as Lender, and Aegean Bunkering Services Inc., as Borrower(5)4.30
Supplemental Agreement, dated June 29, 2012, to the 2008 Secured Term Loan, dated July 8, 2008, by and among Piraeus Bank A.E., as Lender, and Aegean Bunkering Services Inc., as Borrower4.31
2008 Renewed Senior Secured Credit Facility, dated September 30, 2008, by and among the Royal Bank of Scotland Plc and HSH Nordbank AG, as Lenders, and Aegean Marine Petroleum S.A., as Borrower, as amended supplemented(5)4.32
Supplemental Agreement, dated March 16, 2009, relating to the 2008 Renewed Senior Secured Credit Facility, dated September 30, 2008, by and among The Royal Bank of Scotland Plc and HSH Nordbank AG, as Lenders, and Aegean Marine Petroleum S.A., as Borrower, as amended and supplemented(5)4.33
Supplemental Agreement, dated September 17, 2009, relating to the 2008 Renewed Senior Secured Credit Facility, dated September 30, 2008, by and among The Royal Bank of Scotland Plc and HSH Nordbank AG, as Lenders, and Aegean Marine Petroleum S.A., as Borrower, as amended and supplemented(9)4.34
Supplemental Agreement, dated October 14, 2010, relating to the 2008 Renewed Senior Secured Credit Facility, dated September 30, 2008, by and among The Royal Bank of Scotland Plc and HSH Nordbank AG, as Lenders, and Aegean Marine Petroleum S.A., as Borrower, as amended and supplemented(7)4.35
Supplemental Agreement, dated December 23, 2011, relating to the 2008 Renewed Senior Secured Credit Facility, dated September 30, 2008, by and among The Royal Bank of Scotland Plc and HSH Nordbank AG, as Lenders, and Aegean Marine Petroleum S.A., as Borrower, as amended and supplemented(9)4.36
Supplemental Agreement, dated June 29, 2012, relating to the 2008 Renewed Senior Secured Credit Facility, dated September 30, 2008, by and among The Royal Bank of Scotland Plc and HSH Nordbank AG, as Lenders, and Aegean Marine Petroleum S.A., as Borrower, as amended and supplemented4.37
Supplemental Agreement, dated January 30, 2013, relating to the 2008 Renewed Senior Secured Credit Facility, dated September 30, 2008, by and among The Royal Bank of Scotland Plc and HSH Nordbank AG, as Lenders, and Aegean Marine Petroleum S.A., as Borrower, as amended and supplemented4.38
Amendment to the 2008 Renewed Senior Secured Credit Facility for a Revolving Credit and Letter of Credit, dated September 30, 2008, by and among The Royal Bank of Scotland Plc and HSH Nordbank AG, as Lenders, and Aegean Marine Petroleum S.A., as Borrower, as amended and supplemented(9)4.39
2009 Senior Secured Revolving Credit Facility, dated September 17, 2009, by and among the National Bank of Greece S.A. and the banks and financial institutions listed therein, as Lenders, and Aegean Marine Petroleum S.A., as Borrower(9)


86





Exhibit Number
Description4.40
Supplemental Letter, dated February 9, 2011, to the 2009 Senior Secured Revolving Credit Facility dated September 17, 2009, by and among the National Bank of Greece S.A. and the banks and financial institutions listed therein, as Lenders, and Aegean Marine Petroleum S.A., as Borrower(9)4.41
Supplemental Letter, dated June 29, 2012 to the 2009 Senior Secured Revolving Credit Facility dated September 17, 2009, by and among the National Bank of Greece S.A. and the banks and financial institutions listed therein, as Lenders, and Aegean Marine Petroleum S.A., as Borrower4.42
Supplemental Letter, dated December 20, 2012 to the 2009 Senior Secured Revolving Credit Facility dated September 17, 2009, by and among the National Bank of Greece S.A. and the banks and financial institutions listed therein, as Lenders, and Aegean Marine Petroleum S.A., as Borrower4.43
2009 Trade Credit Facility, dated November 19, 2009, by and among BNP Paribas, Paris, as Lender, Aegean Marine Petroleum S.A., as Borrower, and Aegean Marine Petroleum Network Inc., as Guarantor(6)4.44
2011 Revolving Credit Facility Sub Limit, by and among BNP Paribas, Paris, as Lender, Aegean Marine Petroleum S.A. and Aegean Petroleum International Inc., as Borrowers, and Aegean Marine Petroleum Network Inc., as Guarantor(9)4.45
2010 Revolving Credit Facility, dated June 7, 2010, by and among Fortis Bank (Nederland) N.V., as Lender, Aegean Marine Petroleum S.A., as Borrower, and Aegean Marine Petroleum Network Inc., as Guarantor(7)4.46
Receivables Assignment and Security Agreement, dated September 21, 2010, by and between Deutsche Bank AG, as Lender, and Aegean Marine Petroleum S.A., as Borrower(7)4.47
Credit Contract, dated October 12, 2010, by and between KBC Bank, as Lender, and ANWE, as Borrower relating to the 2010 Overdraft Credit Facility(7)4.48
Credit Contract, dated September 1, 2011, between KBC Bank, as Lender, and ANWE., as Borrower relating to the 2010 Overdraft Credit Facility(9)4.49
Letter of Credit, dated November 5, 2010 relating to the 2010 ANWE Revolving Credit Facility, by and between Dexia Bank Belgium S.A., as Lender, and ANWE., as Borrower(7)4.50
Letter of Credit relating to the 2010 ANWE Revolving Credit Facility, dated April 20, 2011, between Dexia Bank Belgium S.A., as Lender, and ANWE, as Borrower(9)4.51
2008 Overdraft Facility, dated March 30, 2011, by and between Piraeus Bank A.E., as Lender, and Aegean Bunkering Services, as Borrower(7)4.52
Supplemental Agreement, dated June 29, 2012, to the 2008 Overdraft Facility, dated March 30, 2011, by and between Piraeus Bank A.E., as Lender, and Aegean Bunkering Services, as Borrower4.53
Trade Receivables Purchase Agreement, dated October 17, 2011, by and between Aegean Marine Petroleum S.A., as Seller and as Servicer, and Deutsche Bank AG, New York Branch, as Purchaser(9)


87





Exhibit Number
Description4.54
First Amendment, dated November 14, 2012, to the Trade Receivables Purchase Agreement, dated October 17, 2011 , by and between Aegean Marine Petroleum S.A., as Seller and as Servicer, and Deutsche Bank AG, New York Branch, as Purchaser4.55
Uncommitted Facility Letter, dated June 21, 2011, by and among ABN AMRO Bank N.V., as Lender, and Aegean Marine Petroleum S.A. and Aegean Petroleum International Inc., as Borrower(9)4.56
Amendment Letter, dated November 15, 2011, to the Uncommitted Facility Letter dated June 21, 2011, by and among ABN AMRO Bank N.V., as Lender, and Aegean Marine Petroleum S.A., Aegean Petroleum International Inc. and Aegean Oil Terminal Corporation, as Borrower(9)4.57
Amendment Letter, dated May 10, 2012, to the Uncommitted Facility Letter dated June 21, 2011, by and among ABN AMRO Bank N.V., as Lender, and Aegean Marine Petroleum S.A., Aegean Petroleum International Inc. and Aegean Oil Terminal Corporation, as Borrower4.58
2013 Fujairah Credit Facility, dated March 11, 2013, by and among Aegean Oil Terminal Corporation, as Borrower, Aegean Marine Petroleum Network Inc, as Guarantor, ABN AMRO Bank N.V. and UBS Limited, as Arrangers, ABN AMRO Bank N.V., as Agent and Security Agent8.1
List of Subsidiaries11.1
Code of Ethics(4)12.1
Rule 13a-14(a)/15d-14(a) Certification of  Principal Executive Officer12.2
Rule 13a-14(a)/15d-14(a) Certification of  Principal Financial Officer13.1
Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 135013.2
Certification of  Principal Financial Officer pursuant to 18 U.S.C. Section 1350


_____________


(1)
Filed as an exhibit to the Company's Registration Statement on Form F-1, Registration No. 333-129768 and incorporated by reference herein.




(2)
Filed as an exhibit to the Company's Current Report on Form 6-K furnished to the SEC on September 14, 2007 and incorporated by reference herein.




(3)
Filed as an exhibit to the Company's Registration Statement on Form F-1, Registration No. 333-146918 and incorporated by reference herein.




(4)
Filed as an exhibit to the Company's Annual Report on Form 20-F filed with the SEC on May 25, 2007 and incorporated by reference herein.




(5)
Filed as an exhibit to the Company's Annual Report on Form 20-F filed with the SEC on April 22, 2009 and incorporated by reference herein.




(6)
Filed as an exhibit to the Company's Annual Report on Form 20-F filed with the SEC on April 1, 2010 and incorporated by reference herein.




(7)
Filed as an exhibit to the Company's Annual Report on Form 20-F filed with the SEC on April 6, 2011 and incorporated by reference herein.




(8)
Filed as an exhibit to the Company's Registration Statement on Form 8-A filed with the SEC on August 14, 2009 and incorporated by reference herein.




(9)
Filed as an exhibit to the Company's Annual Report on Form 20-F filed with the SEC on April 13, 2012 and incorporated by reference herein.





88


SIGNATURES




The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.







AEGEAN MARINE PETROLEUM NETWORK INC.By:
/s/ E. Nikolas TavlariosName:  E. Nikolas Tavlarios

Title:    PresidentDate: April 26, 2013








89







AEGEAN MARINE PETROLEUM NETWORK INC.




INDEX TO CONSOLIDATED FINANCIAL STATEMENTS







PageReport of Independent Registered Public Accounting Firm

F-2Report of Independent Registered Public Accounting Firm

F-3Consolidated Balance Sheets as of December 31, 2011 and 2012

F-4Consolidated Statements of Incomefor the years ended December 31, 2010, 2011 and 2012

F-5Consolidated Statements of Stockholders' Equityfor the years ended December 31, 2010, 2011 and 2012

F-6Consolidated Statements of Cash Flowsfor the years ended December 31, 2010, 2011 and 2012

F-7Notes to Consolidated Financial Statements

F-8








F-1


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




To the Board of Directors and Stockholders of Aegean Marine Petroleum Network, Inc.


Majuro, Republic of the Marshall Islands





We have audited the accompanying consolidated balance sheets of Aegean Marine Petroleum Network, Inc. and subsidiaries (the "Company") as of December 31, 2012 and 2011, and the related consolidated statements of income, stockholders' equity, and cash flows for each of the three years in the period ended December 31, 2012. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.





We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.





In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Aegean Marine Petroleum Network, Inc. and its subsidiaries as of December 31, 2012 and 2011, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2012, in conformity with accounting principles generally accepted in the United States of America.





We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company's internal control over financial reporting as of December 31, 2012, based on the criteria established in Internal Control—Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated April 23, 2013 expressed an unqualified opinion on the Company's internal control over financial reporting.




/s/ Deloitte Hadjipavlou Sofianos & Cambanis S.A.


Athens, Greece


April 23,2013












F-2







REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




To the Board of Directors and Stockholders of Aegean Marine Petroleum Network, Inc.


Majuro, Republic of the Marshall Islands




We have audited the internal control over financial reporting of Aegean Marine Petroleum Network, Inc. and subsidiaries (the "Company") as of December 31, 2012, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.




We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.




A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.




Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.




In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2012, based on the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.




We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements as of and for the year ended December 31, 2012 of the Company and our report dated April 23, 2013 expressed an unqualified opinion on those financial statements.




/s/Deloitte Hadjipavlou Sofianos & Cambanis S.A.


Athens, Greece


April 23, 2013










F-3




AEGEAN MARINE PETROLEUM NETWORK INC.


CONSOLIDATED BALANCE SHEETS


AS OF DECEMBER 31, 2011 AND 2012


(Expressed in thousands of U.S. dollars – except for share and per share data)




December 31,2011


2012ASSETSCURRENT ASSETS:Cash and cash equivalents


68,582



77,246Trade receivables, net of allowance for doubtful accountsof $1,354 and $3,503  as of December 31, 2011 and 2012, respectively (Note  2 and 4)


525,096



474,235Due from related companies (Note 5)


16,128



15,248Derivative asset (Note 16)


1,219



-Inventories (Note 6)


204,057



180,826Prepayments and other current assets (Note 7)


31,573



32,132Restricted cash (Note 2)


5,336



6,917Total current assets


851,991



786,604FIXED ASSETS:Advances for vessels under construction and acquisitions (Note 8)


11,553



-Advances for other fixed assets under construction (Note 9)


40,746



103,112Vessels, cost (Note 10)


545,684



532,121Vessels, accumulated depreciation (Note 10)


(71,244
)


(79,095
)Vessels' net book value


474,440



453,026Other fixed assets, net (Note 11)


13,166



13,392Total fixed assets


539,905



569,530OTHER NON-CURRENT ASSETS:Deferred charges, net (Note 12)


19,602



16,562Intangible assets (Note 13)


20,023



18,518Goodwill (Note 3, 13)


37,946



37,946Deferred tax asset (Note 26)


2,813



2,524Other non-current assets


158



159Total non-current assets


80,542



75,709Total assets


1,472,438



1,431,843LIABILITIES AND STOCKHOLDERS' EQUITYCURRENT LIABILITIES:Short-term borrowings (Note 14)


349,234



321,752Current portion of long-term debt (Note 15)


21,428



144,042Trade payables to third-parties


222,263



225,467Trade payables to related companies (Note 5)


28,547



17,432Other payables to related companies  (Note 5)


2,131



1,460Derivative liability (Note 16)


-



3Accrued and other current liabilities


27,207



24,595Total current liabilities


650,810



734,751OTHER NON-CURRENT LIABILITIES:Long-term debt, net of current portion (Note 15)


336,254



187,492Deferred tax liability (Note 26)


2,906



3,045Derivative liability (Note 16)


385



632Other non-current liabilities


2,541



1,405Total non-current liabilities


342,086



192,574COMMITMENTS AND CONTINGENCIES (Note 17)


-



-STOCKHOLDERS' EQUITY:Preferred stock, $0.01 par value; 25,000,000 shares authorized, none issued


-



-Common stock, $0.01 par value; 100,000,000 shares authorized at December 31, 2011 and December 2012;  48,196,870 and  48,553,038 shares issued and 46,229,231 and 46,581,399 shares outstanding at December 31, 2011 and  December 31, 2012, respectively (Note 24)


482



486Treasury stock, $0.01 par value; 1,967,639 shares and 1,971,639 shares, repurchased at December 31, 2011 and December 31, 2012, respectively (Note 24)


(29,308
)


(29,327
)Additional paid-in capital (Note 24)


341,154



345,556Retained earnings


165,734



183,951Total AMPNI stockholders' equity


478,062



500,666Non-controlling interest


1,480



3,852Total equity


479,542



504,518Total liabilities and equity


1,472,438



1,431,843




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


F-4


AEGEAN MARINE PETROLEUM NETWORK INC.


CONSOLIDATED STATEMENTS OF INCOME


FOR THE YEARS ENDED DECEMBER 31, 2010, 2011 AND 2012




(Expressed in thousands of U.S. dollars – except for share and per share data)




For the Year Ended December 31,2010


2011


2012RevenuesRevenues – third-parties (Note 18)

$
4,925,637


$
6,910,348


$
7,207,813Revenues – related companies (Note 5 and 18)


45,998



55,117



51,147Total Revenues


4,971,635



6,965,465



7,258,960Cost of RevenuesCost of revenues – third-parties (Note 18)


4,440,733



6,284,179



6,496,327Cost of revenues – related companies (Note 5 and 18)


303,620



404,988



459,984Total Cost of Revenues


4,744,353



6,689,167



6,956,311Gross Profit


227,282



276,298



302,649OPERATING EXPENSESSelling and distribution (Note 19)


155,412



192,846



210,236General and administrative (Note 20)


27,503



29,806



29,897Amortization of intangible assets (Note 13)


1,001



1,461



1,505Loss on sale of vessels, net (Note 10)


1,540



8,682



5,966Total operating expenses


185,456



232,795



247,604Operating income


41,826



43,503



55,045OTHER INCOME/(EXPENSE)Interest and finance costs (Notes 8, 9,12, 14, 15 and 21)


(17,351
)


(27,864
)


(31,192
)Interest income


31



57



123Foreign exchange (losses)/gains, net


(3,612
)


1,440



3,786Other expense


-



-



(1,191
)Total other expenses, net


(20,932
)


(26,367
)


(28,474
)Income before provision for income taxes


20,894



17,136



26,571Income taxes (Note 26)


(2,161
)


(5,428
)


(4,122
)Net  income

$
18,733



11,708



22,449Net  income attributed to non-controlling interest


-



1,480



2,372Net  income attributed to AMPNI shareholders

$
18,733


$
10,228


$
20,077Basic earnings per common share (Note 25)

$
0.40


$
0.22


$
0.44Diluted earnings per common share  (Note 25)

$
0.40


$
0.22


$
0.44Weighted average number of common shares, basic


46,295,973



45,979,761



45,473,360Weighted average number of common shares, diluted


46,445,499



45,979,761



45,473,360





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





F-5


AEGEAN MARINE PETROLEUM NETWORK INC.


CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY


FOR THE YEARS ENDED DECEMBER 31, 2010, 2011 AND 2012




(Expressed in thousands of U.S. dollars – except for share and per share data)






Common Stock

Treasury Stock

Additional

Paid-in

Capital
Retained

Earnings
Non-

Controlling Interest
TotalNumber

of Shares
Par

Value

Number

of Shares
Par

ValueBALANCE, December 31, 2009
43,009,303
$430

-
-
-
$194,112
$140,515
-
$335,057- Net income
-
-

-
-
-
-
18,733
-
18,733- Dividends declared and paid ($0.04 per share)
-
-

-
-
-
-
(1,878)
-
(1,878)- Issuance of common stock (Note 24)
4,491,900
45

-
-
-
139,002
-
-
139,047- Share-based compensation (Note 23)
208,217
2

-
-
-
4,082
-
-
4,084- Repurchases of common stock (Note 24)
-
-

(1,000,000)
(10)
(24,670)
-
-
-
(24,680)BALANCE, December 31, 2010
47,709,420
477

(1,000,000)
(10)
(24,670)
337,196
157,370
-
$470,363- Net income
-
-

-
-
-
-
10,228
1,480
11,708- Dividends declared and paid ($0.04 per share)
-
-

-
-
-
-
(1,864)
-
(1,864)- Share-based compensation (Note 23))
487,450
5

-
-
-
3,958
-
-
3,963- Repurchases of common stock (Note 24)
-
-

(967,639)
(10)
(4,618)
-
-
-
(4,628)BALANCE, December 31, 2011
48,196,870
482

(1,967,639)
(20)
(29,288)
341,154
165,734
1,480
479,542- Net income
-
-

-
-
-
-
20,077
2,372
22,449- Dividends declared and paid ($0.04 per share)
-
-

-
-
-
-
(1,860)
-
(1,860)- Share-based compensation (Note 23)
356,168
4

-
-
-
4,402
-
-
4,406- Repurchases of common stock (Note 24)
-
-

(4,000)
-
(19)
(19)
-
-
(19)BALANCE, December 31, 2012
48,553,038
486

(1,971,639)
(20)
(29,307)
345,556
183,951
3,852
504,518











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


F-6








AEGEAN MARINE PETROLEUM NETWORK INC.


CONSOLIDATED STATEMENTS OF CASH FLOWS


FOR THE YEARS ENDED DECEMBER 31, 2010, 2011 AND 2012





(Expressed in thousands of U.S. dollars)








For the Year Ended December 31,2010


2011


2012Cash flows from operating activities:Net income

$
18,733


$
11,708


$
22,449Adjustments to reconcile net income to net cash (used in) provided by operating activities:Depreciation


21,092



21,755



22,102(Release of) provision of doubtful accounts


(458
)


61



2,919Share-based compensation


4,084



3,963



4,406Amortization


7,667



9,576



10,115Provision for income taxes


(589
)


(358
)


428Loss on sale of vessels, net


1,540



8,682



5,966Change in fair value of derivatives


-



(834
)


1,469Other non-cash charges


384



-



(39
)Decrease (increase) in:Trade receivables


(70,342
)


(84,843
)


48,278Due from related companies


(12,056
)


4,382



880Inventories


(8,351
)


(49,039
)


23,231Prepayments and other current assets


209



(5,423
)


(1,329
)(Decrease) increase in:Trade payables


(19,341
)


43,146



(8,642
)Other payables to related companies


(13
)


1,559



(671
)Accrued and other current liabilities


2,782



674



(2,436
)Increase in other non-current assets


(6
)


(55
)


(1
)Increase in other non-current liabilities


112



101



(45
)Payments for drydocking


(10,073
)


(9,920
)


(5,561
)Net cash (used in) provided by operating activities


(64,626
)


(44,865
)


123,519Cash flows from investing activities:Advances for vessels under construction


(59,568
)


(22,751
)


(2,303
)Advances for vessel acquisitions


(26,576
)


(453
)


-Advances for other fixed assets under construction


(11,630
)


(29,116
)


(62,366
)Purchase of intangible assets


-



(1,500
)


-Business acquisitions, net of cash acquired


(63,652
)


-



-Net proceeds from sale of vessels


2,920



8,474



8,932Purchase of other fixed assets


(10,499
)


(247
)


(844
)Decrease in restricted cash


2



4



-Increase in restricted cash


-



-



(1,581
)Net cash used in investing activities


(169,003
)


(45,589
)


(58,162
)Cash flows from financing activities:Proceeds from long-term debt


176,172



17,273



-Repayment of long-term debt


(116,841
)


(77,405
)


(26,109
)Repayment of capital lease obligation


(1,225
)


(1,238
)


(1,267
)Net change in short-term borrowings


95,103



142,350



(27,482
)Repurchases of common stock


(24,680
)


(4,628
)


(19
)Financing costs paid


(411
)


(1,319
)


(390
)Proceeds from the issuance of common stock


147,109



-



-Cost of issuance of common stock


(8,062
)


-



-Dividends paid


(1,878
)


(1,864
)


(1,860
)Net cash provided by / (used in) financing activities


265,287



73,169



(57,127
)Effect of exchange rate changes on cash and cash equivalents


-



(632
)


434Net increase (decrease)  in cash and cash equivalents


31,658



(17,917
)


8,664Cash and cash equivalents at beginning of year


54,841



86,499



68,582Cash and cash equivalents at end of year

$
86,499


$
68,582


$
77,246SUPPLEMENTAL CASH FLOW INFORMATIONCash paid during the year for interest, net of capitalized interest:

$
9,872


$
19,037


$
20,545Cash paid during the year for income taxes:

$
1,822


$
4,093


$
7,467





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


F-7
 AEGEAN MARINE PETROLEUM NETWORK INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (Expressed in thousands of U.S. dollars –
 except share and per share data, unless otherwise stated)


1.      Basis of Presentation:




The accompanying consolidated financial statements include the accounts of Aegean Marine Petroleum Network Inc. (hereinafter referred to as "Aegean") and its subsidiaries (Aegean and its subsidiaries are hereinafter collectively referred to as the "Company"). The Company is an independent physical supplier and marketer of refined marine fuel and lubricants to ships in port and at sea.




Aegean was formed on June 6, 2005, under the laws of the Republic of the Marshall Islands, for the purpose of acquiring all outstanding common shares of companies owned, directly and indirectly, by Leveret International Inc. ("Leveret"), which is controlled by Aegean's founder and Head of Corporate Development, Mr. Dimitris Melisanidis.




In December 2006, Aegean completed its initial public offering of 14,375,000 common shares on the New York Stock Exchange under the United States Securities Act of 1933, as amended.




Material Subsidiaries




(a)
Aegean Marine Petroleum S.A. ("AMP"), incorporated in the Republic of Liberia on January 4, 1995, is engaged in the commercial purchase and sale of marine petroleum products and is the principal operating entity of the Company.




(b)
Service Centers,which monitor and support the logistical aspects of each order in their respective geographical locations.




Company Name

Juridiction of Incorporation

Date of

IncorporationAegean Marine Petroleum LLC (the "UAE Service Center")

United Arab Emirates

07/26/2000Aegean Bunkering Gibraltar Ltd. (the "Gibraltar Service Center")

Gibraltar

08/07/1997Aegean Bunkering Jamaica Ltd. (the "Jamaica Service Center")

Jamaica

11/25/2004Aegean Bunkering (Singapore) Pte. Ltd. (the "Singapore Service Center")

Singapore

06/07/2005Aegean Bunkering (Ghana) Limited (the "West Africa Service Center")

Ghana

05/18/2007Aegean Bunkers at Sea NV (''ABAS'', the "NW Europe Service Center")

Belgium

12/16/1999Portland Bunkers International Ltd. (the "UK Service Center")

United Kingdom

12/13/1999ICS Petroleum Ltd (the "Vancouver Service Center")

Canada

11/25/1985ICS Petroleum (Montreal) Ltd (the "Montreal Service Center")

Canada

06/03/1986Aegean Bunkering Trinidad Ltd.  (the "Trinidad Service Center")

Trinidad & Tobago

02/20/2006Aegean North West Europe NV ("ANWE", the "NW Europe Business Center")

Belgium

02/12/1986Aegean Bunkering Combustibles Las Palmas S.A. (the  "Canary Islands Service Center")

Las Palmas

04/30/2010Aegean Bunkering (C Verde) LDA (the "Cape Verde Service Center")

Cape Verde

02/16/2011Aegean Bunkering Morocco SARL AU (the "Tangier Service Center")

Morocco

05/28/2010Aegean Bunkering (Panama) SA (the "Panama Service Center")

Panama

04/28/2005Aegean Oil Terminals (Panama) SA (the "Panama Service Center")

Panama

02/01/2011Aegean Bunkering (Hong- Kong) Ltd (the "Hong Kong Service Center)

Hong Kong

06/15/2011





F-8
 AEGEAN MARINE PETROLEUM NETWORK INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (Expressed in thousands of U.S. dollars –
 except share and per share data, unless otherwise stated)







1.      Basis of Presentation: (Continued)




The following companies are also the owners of the vessels presented in the table:







Company Name
Service/Business center
Vessel

Name
Year

Built
Size

(dwt)
Date  AcquiredAegean Marine Petroleum LLC
UAE
Aegean Flower
2001
6,523
01/05/2004Aegean Bunkers at Sea NV
NW Europe
Sara
1990
7,389
10/09/2007ICS Petroleum Ltd
Vancouver
PT36
1980
3,730
07/01/2008Aegean Barges NV
NW Europe
Colorado
2004
5,088
04/01/2010Aegean North West Europe NV
NW Europe
Vigo
1971
1,319
04/01/2010Aegean Barges NV
NW Europe
Elbe
1962
542
04/01/2010Aegean Barges NV
NW Europe
Ellen
1971
1,439
04/01/2010Aegean Barges NV
NW Europe
Blender
1963
736
04/01/2010Aegean North West Europe NV
NW Europe
Willem SR*
2006
3,180
04/01/2010Aegean North West Europe NV
NW Europe
Steidamm
1972
1,634
04/01/2010Jadaco BV
NW Europe
Tapuit
1971
2,500
04/01/2010Blatoma NV
NW Europe
Texas
2003
4,165
04/01/2010Seatra BVBA
NW Europe
Montana
2011
4,319
05/26/2011Aegean North West Europe NV
NW Europe
Florida*
2011
1,533
11/15/2011


*10% of ownership









(c)
Aegean Bunkering Services Inc. (the "Manager")was incorporated in the Marshall Islands on July 11, 2003 and provides all the vessel-owning companies listed below with a wide range of shipping services such as technical support and maintenance, insurance arrangement and handling, financial administration and accounting services.




F-9
 AEGEAN MARINE PETROLEUM NETWORK INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (Expressed in thousands of U.S. dollars –
 except share and per share data, unless otherwise stated)


1.
Basis of Presentation: (Continued)




(d)
Vessel-owning companies with operating vessels:




Vessel DetailsCompany Name

Date of

Incorporation

Vessel

Name
Year

Built
Size

(dwt)
Date

AcquiredClyde I Shipping Corp. ("Clyde")

05/10/2004

Aegean Tulip
1993
4,853
05/20/2004Aegean X Maritime Inc. ("Aegean X")

08/31/2004

Aegean X
1982
6,400
08/31/2004Mare Vision S.A. ("Mare")

11/01/2005

Aegean XI
1984
11,050
05/03/2006Sea Breezer Marine S.A. ("Sea Breezer")

04/02/2004

Aegean Princess
1991
7,030
05/25/2007Milos Shipping Pte. Ltd. ("Milos")

11/23/2006

Milos
2007
4,626
06/29/2007Serifos Shipping Pte. Ltd. ("Serifos")

11/23/2006

Serifos
2007
4,664
11/20/2007Pontos Navigation Inc. ("Pontos")

09/09/2002

Leader
1985
83,890
09/21/2007Kithnos Maritime Inc. ("Kithnos")

01/28/2005

Kithnos
2007
4,626
11/30/2007Mykonos I Maritime Inc. ("Mykonos I")

01/28/2005

Mykonos
2008
4,626
06/25/2008West Coast Fuel Transport ("WCF")

09/10/1990

PT25
1988
2,560
07/01/2008Santorini I Maritime Inc. ("Santorini I")

01/28/2005

Santorini
2008
4,629
09/26/2008Eton Marine Ltd. ("Eton")

12/21/2005

Patmos
2008
6,262
11/18/2008Paros Shipping Pte. Ltd. ("Paros")

01/28/2005

Paros
2008
4,629
11/25/2008Kimolos Shipping Pte. Ltd. ("Kimolos")

01/28/2005

Kimolos
2008
4,664
03/04/2008Syros I Maritime Inc. ("Syros I")

01/28/2005

Syros
2008
4,596
04/21/2008AMP Maritime S.A.("Aegean Champion")

12/15/2008

Aegean Champion
1991
23,400
04/30/2009Kerkyra Marine S.A.("Kerkyra")

09/26/2006

Kerkyra
2009
6,290
07/29/2009Tasman Seaways Inc.("Kalymnos")

12/21/2005

Kalymnos
2009
6,283
02/20/2009Paxoi Marine S.A.("Paxoi")

09/26/2006

Paxoi
2009
6,310
11/20/2009Ithaki Marine S.A. ("Ithaki")

07/06/2009

Ithaki
2009
6,272
09/01/2009Lefkas Marine S.A. ("Naxos")

12/18/2008

Naxos
2009
4,626
01/07/2009Cephallonia Marine S.A.

09/26/2006

Kefalonia
2009
6,272
10/15/2009PT22 Shipping Co. Ltd.("PT22")

01/22/2009

PT22
2001
2,315
05/29/2009Lefkas Shipping Pte. Ltd. ("Lefkas")

09/26/2006

Lefkas
2010
6,321
03/16/2010Andros Marine Inc. ("Andros")

02/21/2007

Andros
2010
4,605
02/05/2010Zakynthos Marine S.A. ("Zakynthos")

09/27/2006

Zakynthos
2010
6,303
01/20/2010Victory Sea Shipping S.A  ("Victory")

12/30/2009

Aeolos
1990
84,040
05/07/2010Kythira Marine S.A. ("Kythira")

09/26/2006

Kythira
2010
6,314
04/30/2010Dilos Marine Inc. ("Dilos")

02/21/2007

Dilos
2010
4,593
05/05/2010Benmore Services S.A. ("Benmore")

12/21/2005

Nisyros
2010
6,312
06/01/2010Santon Limited ("Santon")

01/10/2006

Leros
2010
6,311
09/03/2010Kassos Navigation S.A. ("Kassos")

02/14/2008

Kassos
2010
6,256
10/29/2010Tilos Shipping Pte Ltd. ("Tilos")

02/14/2011

Tilos
2011
6,263
03/28/2011Anafi Shipping Pte. Ltd. ("Anafi")

05/16/2011

Anafi
2011
4,584
04/06/2011Halki Navigation S.A. ("Halki")

02/14/2008

Halki
2011
6,256
07/28/2011Aegean VII Shipping Ltd.

09/07/2005

Sikinos
2011
4,595
08/11/2011Symi Navigation S.A.

02/14/2008

Symi
2012
6,256
04/11/2012





(e)
Aegean Management Services M.C.was incorporated in Piraeus on February 20, 2008 and provides all the vessel-maritime companies listed below with a wide range of shipping services such as technical support for ISM purposes, insurance arrangement and handling and accounting services.




F-10
 AEGEAN MARINE PETROLEUM NETWORK INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (Expressed in thousands of U.S. dollars –
 except share and per share data, unless otherwise stated)


1.
Basis of Presentation: (Continued)




(f)
Vessel-maritime companies with operating vessels in Greece:







Vessel DetailsCompany Name

Date of

Incorporation

Vessel

Name
Year

Built
Size

(dwt)
Date  AcquiredAegean Tiffany Maritime Company

01/23/2009

Aegean Tiffany
2004
2,747
07/07/2004Aegean Breeze  Maritime Company

01/23/2009

Aegean Breeze I
2004
2,747
07/07/2004Aegean Rose Maritime Company

12/02/2002

Aegean Rose
1988
4,935
01/21/2003Aegean Daisy Maritime Company

12/02/2002

Aegean Daisy
1988
4,935
01/21/2003Aegean Ship III Maritime Company

06/23/2008

Aegean III
1990
2,973
07/08/2008Aegean Ship VIII Maritime Company

06/23/2008

Aegean VIII
1989
2,973
07/08/2008Aegean Ship XII Maritime Company

06/23/2008

Aegean XII
1979
3,680
07/08/2008Aegean Ace Maritime Company

01/26/2009

Aegean Ace
1992
1,615
03/23/2009Aegean Maistros Maritime Company

11/21/2007

Aegean Orion
1991
550
09/07/2009Aegean Gas Maritime Companyaegean

07/24/2001

Mediterranean
1982
19,894
02/28/2010Aegean Ostria Maritime Company

11/21/2007

Amorgos
2007
4,627
12/21/2007Sealand Navigation Inc.

04/27/2011

Karpathos
2010
6,247
07/12/2010Ios Shipping Ltd

11/14/2012

Ios
2010
4,620
09/08/2010





(g)
Other companies with material assets and/or liabilities:


Company Name

Date of

Incorporation

Country of

Incorporation

ActivityAegean Investments S.A. ("Aegean Investments")

11/05/2003

Marshall Islands

Holding companyAegean Holdings S.A. ("Aegean Holdings")

02/26/2003

Marshall Islands

Holding companyAegean Oil (USA), LLC ("Aegean USA")

04/07/2005

United States

Marketing officeAegean Petroleum International Inc.

02/22/2008

Marshall Islands

Fuel commerceAMPNI Holdings Co Limited ("AMPNI Holdings")

02/02/2009

Cyprus

Holding companyAegean Caribbean Holdings Inc.

01/07/2009

Saint Lucia

Holding companyCaribbean Renewable Energy Sources Inc.

02/02/2007

British Virgin Islands

Asset holderAegean Oil Terminal Corporation

04/14/2008

Marshall Islands

Site construction







As of December 31, 2012, Aegean's ownership interest in all the above subsidiaries amounted to 100%, except for Panama Service Center and Seatra, which amounted to 55.5% and 50.0%, respectively. Aegean has a controlling financial interest in Panama Service Center as it owns the majority of the outstanding voting shares. Aegean has a controlling financial interest in Seatra because it has the power to direct the activities of Seatra that most significantly affect Seatra's economic performance.




For the years ended December 31, 2010, 2011 and 2012, no customer individually accounted for more than 10% of the Company's total revenues.




2.
Significant Accounting Policies:




Principles of Consolidation: The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles and include for each of the three years in the period ended December 31, 2012, the accounts and operating results of the Company. Intercompany balances and transactions have been eliminated in consolidation. The Company consolidates subsidiaries where it holds a controlling financial interest or it has an interest in a variable interest entity (VIE). The condition for a controlling financial interest is ownership of majority of the voting interest of over 50% of the outstanding voting shares or the power to direct the activities of the entity that most significantly affect the entity's economic performance and the obligation to absorb losses of the entity that could potentially be significant to the entity or the right to receive benefits from the entity that could potentially be significant to the entity. Noncontrolling interest in both equity and income statement of subsidiaries are stated separately.




F-11
 AEGEAN MARINE PETROLEUM NETWORK INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (Expressed in thousands of U.S. dollars –
 except share and per share data, unless otherwise stated)







2.      Significant Accounting Policies: (Continued)




Use of Estimates: The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.




Foreign Currency Transactions:The functional currency of Aegean and its material subsidiaries is the U.S. dollar because the Company purchases and sells marine petroleum products in the international oil and gas markets and because the Company's vessels operate in international shipping markets; both of these international markets transact business primarily in U.S. dollars. The Company's accounting records are maintained in U.S. dollars. Transactions involving other currencies during the year are converted into U.S. dollars using the exchange rates in effect at the time of the transactions. At the balance sheet dates, monetary assets and liabilities denominated in other currencies are adjusted to reflect the year-end exchange rates. Resulting gains or losses are reflected separately in the accompanying consolidated statements of income. The financial statements of the Company's subsidiaries with functional currencies other than U.S. dollars, the functional currency of the Company's subsidiaries have been converted to U.S. dollars by the application of the translation method (current rate method).  All assets and liabilities are translated using the period end exchange rate.  Shareholders equity accounts are translated using historical rates.  Revenues and expenses are translated using the weighted average exchange rate in effect during the period.  Exchange differences on the translation of entities with functional currencies other than the U.S. dollar, are recognized directly in the foreign currency translation reserve as other comprehensive income.




Cash and Cash Equivalents:The Company considers highly liquid investments such as time deposits and certificates of deposit with an original maturity of three months or less to be cash equivalents.




Restricted Cash:Restricted cash consists of interest-bearing deposits with certain banks as cash collateral against outstanding short-term facilities and retention accounts that can only be used for the purposes of repayment of current portions of long-term loans. Restricted cash also includes interest-bearing deposits with an international bank as cash collateral against standby letters of credit issued by the same bank to a shipyard. Restricted cash is classified as non-current when the funds are to be used to acquire non-current assets.




Trade Receivables, net:Management is responsible for approving credit to customers, setting and maintaining credit standards, and managing the overall quality of the credit portfolio. The Company performs ongoing credit evaluations of its customers based upon payment history and the assessments of customers' credit worthiness. The Company generally provides payment terms of approximately 30 days. The Company continuously monitors collections and payments from its customers and maintains a provision for estimated credit losses based upon its historical experience with its customers, current market conditions of its customers, and any specific customer collection issues. Accounts receivable are reduced by an allowance for amounts that may become uncollectible in the future. The Company had accounts receivable of $526,450, and $477,738 before allowances for bad debts of $1,354 and $3,503 as of December 31, 2011 and 2012, respectively.  Allowances for bad debt are summarized as follows:





Allowances for doubtful accountsBalance, December 31, 2010

$
1,293- Additions


61Balance, December 31, 2011

$
1,354- Additions


2,919Balance, December 31, 2012

$
4,273


The Company transfers ownership of eligible trade accounts receivable to a third-party purchaser without recourse in exchange of cash. The factoring of trade accounts receivable under the agreement is accounted for as a sale. Proceeds from the transfer reflect the face value of the account less a discount. The receivables sold pursuant to this factoring agreement are excluded from trade receivables in the consolidated balance sheets and are reflected as cash provided by operating activities in the consolidated statements of cash flows. The Company continues to service, administer and collect the receivables sold under this program. The Company does not record a servicing asset or liability on the consolidated balance sheets as the Company estimates the fee it receives is at fair valaue. Servicing fees during the year ended December 31, 2012 are recorded in the interest and finance costs in the accompanying consolidated statements of income. The third-party purchaser has no recourse to the Company's assets for failure of debtors to pay when due.




F-12
 AEGEAN MARINE PETROLEUM NETWORK INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (Expressed in thousands of U.S. dollars –
 except share and per share data, unless otherwise stated)


2.
Significant Accounting Policies: (Continued)






Insurance Claims:Insurance claims are recorded on the accrual basis once recovery is probable under the related insurance policies and the Company can make an estimate of the amount to be reimbursed. Insurance claims represent the claimable expenses, net of deductibles, incurred through




December 31 of each year, which are expected to be recovered from insurance companies.




Inventories: Inventories comprise marine fuel oil ("MFO"), marine gas oil ("MGO"), lubricants and victualling stores, which are stated at the lower of cost or market. Cost is determined by the first in, first out method.




Vessel Cost:Vessels are stated at cost, which consists of the contract price and any material expenses incurred upon acquisition (initial repairs, improvements and delivery expenses, interest and on-site supervision costs incurred during the construction periods). Subsequent expenditures for conversions and major improvements are also capitalized when they appreciably extend the life, increase the earning capacity or improve the efficiency or safety of the vessels; otherwise these amounts are charged to expense as incurred.




Advances and milestone payments made to shipyards during construction periods are classified as "Advances for vessels under construction and acquisitions" until the date of delivery and acceptance of the vessel, at which date they are reclassified to "Vessels, cost". Advances for vessels under construction also include supervision costs, amounts paid under engineering contracts, capitalized interest and other expenses directly related to the construction of the vessels.




Amounts of interest to be capitalized during the asset acquisition period are determined by applying an interest rate ("the capitalization rate") to the average amount of accumulated expenditures for the asset during the period.  The capitalization rates used in an accounting period are based on the rates applicable to borrowings outstanding during the period. The Company does not capitalize amounts in excess of actual interest expense incurred in the period. If the Company's financing plans associate a specific new borrowing with a qualifying asset, the Company uses the rate on that borrowing as the capitalization rate to be applied to that portion of the average accumulated expenditures for the asset that does not exceed the amount of that borrowing. If average accumulated expenditures for the asset exceed the amounts of specific new borrowings associated with the asset, the capitalization rate applied to such excess is a weighted average of the rates applicable to other borrowings of the Company.




Vessels acquired as a part of an acquisition are recognized at their fair value as at the date of the acquisition.




Vessel Depreciation on Ocean- going Bunkering Tankers:Depreciation is computed using the straight-line method over the estimated useful life of the vessels, after considering the estimated salvage value. Each vessel's estimated salvage value is equal to the product of its light-weight tonnage and the estimated scrap rate. Management estimates the useful life of the Company's bunkering and non-bunkering tankers to be 30 years and 25 years, respectively, from the date of initial delivery from the shipyard. Management estimates the useful life of the Company's floating storage facilities to be 30 years from the date of acquisition. Secondhand vessels are depreciated from the date of their acquisition through their remaining estimated useful life. However, when regulations place limitations on the ability of a vessel to trade, its useful life is adjusted to end at the date such regulations become effective.




Vessel Depreciation on In-Land Waterway Bunkering Tankers: Depreciation is computed using the straight-line method over the estimated useful life of the vessels, after considering the estimated salvage value. Each vessel's estimated salvage value is equal to the product of its light-weight tonnage and the estimated scrap rate. Management estimates the useful life of the in-land waterway bunkering tankers to be 45 years from the date of the initial delivery from the shipyard.




Intangible Assets:Intangible assets consist of three concession agreements, in the United Kingdom, the Canary Islands and Panama and a non-compete covenant in Belgium.




F-13
 AEGEAN MARINE PETROLEUM NETWORK INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (Expressed in thousands of U.S. dollars –
 except share and per share data, unless otherwise stated)


2.
Significant Accounting Policies: (Continued)




Intangible assets acquired in a business combination and recognized separately from goodwill are initially recognized at their fair value at the acquisition date. Subsequent to initial recognition, intangible assets acquired in a business combination are reported at cost less accumulated amortization and accumulated impairment losses, if any. These assets are being amortized over their useful life.




Goodwill:Goodwill represents the excess of the purchase price over the net of the fair value of the identifiable tangible and intangible assets acquired and the fair value of liabilities assumed in business acquisitions. As required by the goodwill topic of the FASB Accounting Standard Codification, goodwill is not amortized, but reviewed as of December 31 of each year for impairment. The Company also evaluates goodwill for impairment at any time that events occur or circumstances change indicating a possible impairment. The Company tests for goodwill impairment using the two-step process. The first step is a screen for potential impairment, while the second step measures the amount of impairment. Fair value of the reporting units is derived using discounted cash flow analysis.




Impairment of Long-Lived Assets:Accounting guidance requires that long-lived assets and certain identifiable intangible assets held and used or to be disposed of by an entity, be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. In evaluating useful lives and carrying values of long-lived assets, the Company reviews certain indicators of potential impairment, such as vessel sale and purchase prices in the marketplace, business plans and overall market conditions. When the estimate of undiscounted cash flows, excluding interest charges, expected to be generated by the use of the asset and any future disposal is less than its carrying amount, the asset should be evaluated for an impairment loss. In developing estimates of future cash flows, the Company relied upon estimates made by management with regard to the Company's vessels, including future deliveries, operating expenses, and the estimated remaining useful lives of the vessels. These assumptions are based on historical trends as well as future expectations and are consistent with the plans and forecasts used by management to conduct its business. The variability of these factors depends on a number of conditions, including uncertainty about future events and general economic conditions; therefore, the Company's accounting estimates might change from period to period. In the event that undiscounted projected net operating cash flows were less than carrying value, the Company would estimate the fair value of the related asset and record a charge to operations calculated by comparing the asset's carrying value to the estimated fair value.  Measurement of the impairment loss is based on the fair value of the asset as determined by management considering third-party valuations and discounted future cash flows attributable to the vessel or asset group. The Company regularly reviews the carrying amount of its long-lived assets. The Company had no impairment losses in any of the periods presented.




Accounting for Drydocking Costs:The Company's vessels are generally required to be drydocked every 30 to 60 months for major repairs and maintenance that cannot be performed while the vessels are in operation. The Company follows the deferral method of accounting for drydocking costs whereby actual costs incurred are deferred and are amortized on a straight-line basis over the period through the date the next drydocking is scheduled to become due. Unamortized drydocking costs of vessels that are sold are written off against income in the year of the vessel's sale.




Leases: The Company leases properties for operations from time to time.  Leases are classified as capital leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating 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 or until the end of the lease term, if shorter.  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 intended use and the balance is reclassified to "Vessels, cost".  The current portion of capitalized lease obligations are reflected in the balance sheet in "Accrued and




F-14
 AEGEAN MARINE PETROLEUM NETWORK INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (Expressed in thousands of U.S. dollars –
 except share and per share data, unless otherwise stated)


2.
Significant Accounting Policies: (Continued)




other current liabilities" and remaining long-term capitalized lease obligations are presented as "Other non-current liabilities".




Financing Costs:Fees incurred for obtaining new loans or refinancing existing loans are deferred and amortized to interest expense over the life of the related debt using the effective interest method. Unamortized fees relating to loans repaid or refinanced are generally expensed in the period the repayment or refinancing is made.




Pension and Retirement Benefit Obligations:The vessel-owning companies included in the consolidation employ the crew on board under short-term contracts (usually up to nine months) and accordingly, they are not liable for any pension or post retirement benefits. The Company's full-time Greek employees are covered by state-sponsored pension funds for which the Company is required to contribute a portion of the monthly salary of these employees to the fund (i.e., a defined contribution plan). Upon retirement of these employees, the state-sponsored pension funds are responsible for paying the employees' retirement benefits and accordingly, the Company has no obligation for these benefits.




Accounting for Revenues and Expenses:Revenues are principally earned from the physical supply of marine petroleum products via the Company's bunkering tankers. In this respect, sales of marine petroleum products and cost of sales of marine petroleum products are recorded in the period when the marine petroleum products are loaded onto the customer's vessel. In Greece, revenues are earned from the sale of marine petroleum  products through a related party physical supplier (refer to Note 5). These sales and the respective cost of sales are recorded in the period when the related party physical supplier delivers the marine petroleum products to the customer.




For arrangements in which the Company physically supplies marine petroleum products via its own bunkering tankers, cost of marine petroleum products sold represents amounts paid by the Company for marine petroleum products sold in the period being reported on.  For arrangements in which marine petroleum products are purchased from the Company's related party physical supplier, cost of marine petroleum products sold represents the total amount paid by the Company to the physical supplier for marine petroleum products and the delivery thereof to the Company's customer.




Revenues are also generated from voyage agreements of the Company's vessels. Under a voyage charter the revenues and associated voyage costs are recognized over the duration of the voyage.  A voyage is deemed to commence upon the later of the completion of discharge of the vessel's previous cargo or upon vessel arrival to the agreed upon port based on the terms of a voyage contract and is not cancelable and voyage is deemed to end upon the completion of discharge of the delivered cargo.




The Company also recognizes other revenues which mainly derive from brokerage and agency fees, throughput fees and storage fees. These revenues are recognized when services are performed and collectability is reasonably assured.




Operating expenses are accounted for on the accrual basis. The selling and distribution expenses generally represent indirect expenses incurred for selling and distribution and related to the delivery of the products and services to the customers. The general and administrative expenses are presented separately and represent the administrative cost of managing the Company such as the office administrative personnel, the maintenance of the Company's office property, equipment and other fixed assets and its depreciation, and all the general office expenses, professional fees, travel expenses and utilities.




Repairs and Maintenance:All vessel repair and maintenance expenses, including major overhauling (which are non-scheduled repairs and maintenance work undertaken on a vessel's engine) and underwater inspections are expensed in the year incurred. Such costs are included in other operating expenses in the accompanying consolidated statements of income.




F-15
 AEGEAN MARINE PETROLEUM NETWORK INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (Expressed in thousands of U.S. dollars –
 except share and per share data, unless otherwise stated)


2.
Significant Accounting Policies: (Continued)




Income Taxes:TheCompany accounts for income taxes using the liability method, as required by the generally accepted accounting principles for income taxes reporting. Under this method deferred income tax assets and liabilities are established for temporary differences between the financial reporting basis and the tax basis of the Company's assets and liabilities at each period end corresponding to those jurisdictions subject to income taxes.  Deferred tax assets and liabilities are recognized for all temporaryitems and an offsetting valuation allowance is recorded to the extent that it is not more likely than not that the asset will be realized.  Deferred tax is measured based on tax rates and laws enacted at the balance sheet date in any jurisdiction.




Income tax regulations in the different countries in which the Company operates under which the Company's uncertain income tax positions are determined could be interpreted differently resulting in tax obligations differing from those currently presented. In this sense, the income tax returns of the Company's primary tax jurisdictions remain subject to examination by related tax authorities.




Earnings per Common Share:Basic earnings per common share are computed by dividing net income available to common stockholders by the weighted average number of common shares deemed outstanding during the year. Net income available to common stockholders is calculated as net income less that amount allocable to non-vested share-based payment awards that contain rights to receive non-forfeitable dividends or dividend equivalents and participate equally in undistributed earnings.  Non-vested share-based payment awards have no contract obligations to share in the losses of the entity and are therefore excluded from the calculation of loss per share. Diluted earnings per common share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised.  Dilution has been computed by the treasury stock method whereby all of the Company's dilutive securities are assumed to be exercised and the proceeds used to repurchase common shares at the weighted average market price of the Company's common stock during the relevant periods. The incremental shares (the difference between the number of shares assumed issued and the number of shares assumed purchased) are included in the denominator of the diluted earnings per share computation. Non-vested shares are included in the calculation of the diluted earnings per shares, based on the weighted average number of non-vested shares assumed to be outstanding during the period.




Contingencies:The Company accrues for a loss if the Company deems it probable that a liability has been incurred at the date of the financial statements and the amount of that loss can be reasonably estimated. If the Company deems it reasonably possible that a liability has been incurred, the nature of the contingency and an estimate of the amount of loss is disclosed in the notes to the financial statements.




Financial Instruments:The carrying amounts of the current financial assets and current financial liabilities reported in the consolidated balance sheets approximate their respective fair values because of the short term nature of these financial instruments. The fair value of revolving credit facilities is estimated based on current rates offered to the Company for similar debt of the same remaining maturities. Additionally, the Company considers its creditworthiness in determining the fair value of the revolving credit facilities.  The carrying value approximates the fair market value for the floating rate loans because interest rates are based on the market rates.




The Company enters into derivative contracts in order to mitigate the risk of market price fluctuations in fuel and the interest rate risk deriving from its loan agreements.  The derivative instruments are classified according to the accounting guidance provided by US generally accepted accounting principles for derivative instruments and hedging activities. The Company currently does not apply hedge accounting to its derivative instruments.




Interest Rate Swap: Changes in the estimated fair value of the interest rate swap are recognized as components of interest and finance costs in the consolidated statement of income. The fair value of the contract is recorded in the Company's consolidated balance sheet in non-current liabilities.




Fuel Pricing Contracts:Changes in the estimated fair value of the fuel pricing contracts are recognized as components of cost of revenue in the consolidated statement of income.  The fair value of the outstanding fuel




F-16
 AEGEAN MARINE PETROLEUM NETWORK INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (Expressed in thousands of U.S. dollars –
 except share and per share data, unless otherwise stated)


2.
Significant Accounting Policies: (Continued)




pricing contracts is separately presented in the Company's consolidated balance sheet in current assets/liabilities.  The Company classifies cash flows related to derivative financial instruments within cash used in operating activities in the consolidated statement of cash flows.




For more information on the Company's derivatives, see Note 16.




Recent Accounting Pronouncements:




There are no recent accounting pronouncements effective for the current period whose adoption would have a material effect on the Company's consolidated financial statements in the current period.




3.      Significant Acquisitions:




Aegean NWE Business: On April 1, 2010, the Company, via its subsidiaries AMPNI Holdings Co. Limited, AMPNI Investments Co Limited and Aegean Barges N.V. (collectively the "Buyer")  acquired all of the outstanding share capital of Verbeke Bunkering N.V. ("Verbeke Bunkering"), the Blatoma N.V. and certain assets ("Verbeke Shipping vessels") (or collectively the "Aegean NWE Business") from Verbeke Shipping N.V. (Verbeke Shipping or the "Seller") for a total consideration of  $59,217. The Verbeke Business is a Belgian fuel logistics company that physically supplies marine fuel and lubricants to seagoing ships in ports and at sea. The Aegean NWE  Business primarily operates in the Antwerp-Rotterdam-Amsterdam (ARA) region, the world's second largest bunkering market. In addition, Verbeke Bunkering is active in the ports of Zeebrugge, Ostend, Ghent, Terneuzen, Flushing, Ljmuiden and Moerdijk. The Company entered into this transaction as a strategic opportunity for expansion to the ARA region, in which it had limited presence. The Company also expects to realize meaningful operational synergies with its Belgium-based subsidiary, ABAS, which was acquired by the Company in 2007.




The following table presents the fair value of the assets and liabilities as of the acquisition date. Measurement   period adjustments recorded in 2010 include a reduction in the value of vessels acquired of $298 to comply with the fair valuation, and an increase in liabilities acquired of $200 for lawsuits outstanding at the date of acquisition.




Adjusted Purchase PriceCash consideration to sellers


59,217Fair Value of Assets and Liabilities AcquiredCash and cash equivalents


6,090Trade receivables


93,252Prepayments and other current assets


1,886Restricted cash


342Inventories


6,552Advances for vessels under construction


1,269Vessels cost


22,180Other fixed assets


2,296Non-compete covenants


3,365Trade payables


(22,337
)Short-term borrowings


(61,781
)Long- term debt


(7,445
)Accrued and other liabilities


(4,323
)Deferred tax liability


(2,584
)Non current liabilities


(60
)Total fair value of assets and liabilities acquired


38,702Goodwill


20,515







F-17
 AEGEAN MARINE PETROLEUM NETWORK INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (Expressed in thousands of U.S. dollars –
 except share and per share data, unless otherwise stated)







3.
Significant Acquisitions: (Continued)






Las Palmas Business: On July 1, 2010, the Company acquired Shell's Las Palmas terminal operations (the "Las Palmas Business"), for a total consideration of $10,300 (excluding direct acquisition costs). The Las Palmas Business had entered into a concession agreement with the port authorities to use the port facilities and territory, an agreement that was transferred to the Company upon the acquisition.




All direct costs are included in the acquisition cost since the Las Palmas Business acquisition is an asset acquisition.




The following table presents the purchase accounting adjustments as of the acquisition date.




Adjusted Purchase PriceCash consideration to sellers


10,300Acquisition costs


225Adjusted purchase price


10,525







An identifiable intangible asset was recognized consisting of an exclusive 28 year concession agreement with the port authorities which gives Aegean an exclusive right to perform storage and bunkering operations at that port. There were no other significant assets acquired in this transaction.




This asset is being amortized on a straight-line basis over the remaining contractual life of the agreement (from July 1, 2010 to January 1, 2028). Amortization expense of $601 was recognized for the years ended December 31, 2011 and 2012.




4.
Trade Accounts Receivables Factoring Agreement




In connection with the factoring agreement, renewed on November 14, 2012 and valid until October 17, 2013, the Company transfers ownership of eligible trade accounts receivable to a third-party purchaser without recourse in exchange of cash. Proceeds from the transfer reflect the face value of the account less a discount. The receivables sold pursuant to this factoring agreement are excluded from the trade receivables on the consolidated balance sheets and are reflected as cash provided by operating activities on the consolidated statements of cash flows.




The third-party purchaser has no recourse to the Company's assets for failure of debtors to pay when due. The Company sold $761,194 of trade accounts receivable during the fiscal year 2012, which is net of servicing fees of $1,738 (Note 21).




F-18
 AEGEAN MARINE PETROLEUM NETWORK INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (Expressed in thousands of U.S. dollars –
 except share and per share data, unless otherwise stated)







5.
Transactions with Related Parties:




The transactions with related parties presented in the accompanying consolidated financial statements as of and for the year ended December 31, 2012 are analyzed as follows:




Due from

related

companies


Trade

Payables

to related companies


Other

Payables

to related companies


Sales of Marine Petroleum Products- related companies*


Cost of Marine Petroleum Products- related companies


Cost of voyage revenues


Voyage

Revenues*Aegean Oil


3,508



17,031



531



-



455,476



1,868



542Aegean Shipping Management


4,713











7,133General Maritime


1,757











30,628Fairy Marine


62Melco






401







4,631



2,640Aegean V


4,367























8,141Other


841







929















72Total


15,248



17,432



1,460



42,392



458,116



1,868



8,755


*Included in the revenues from related parties in the accompanying consolidated statements of income.




The transactions with related parties presented in the accompanying consolidated financial statements as of and for the year ended December 31, 2011 are analyzed as follows:




Due from

related

companies


Trade

Payable

to related companies


Other

Payables to

related

companies


Sales of Marine Petroleum Products- related companies*


Cost of Marine Petroleum Products- related companies


Voyage

Revenues*


Other

Revenues*Aegean Oil


849



28,547



221






404,988



588Aegean Shipping Management


6,417







1,637



8,574General Maritime


3,593











38,681Fairy Marine


1,253Aegean V


2,791



















7,019Other


1,225







273











101



154Total


16,128



28,547



2,131



47,255



404,988



7,708



154





*Included in the revenues from related parties in the accompanying consolidated statements of income.




(a)
Aegean Oil S.A. (the "Greek Subcontractor"):  The Greek Subcontractor, owned and controlled by relatives of Mr. Dimitris Melisanidis, is a diversified energy group principally engaged in the downstream gasoline industry in Greece where it manages a network of approximately 560 service stations. The Greek Subcontractor is managed by a full-time executive team and has no common management with the Company. In addition to its principal operations, the Greek Subcontractor is also a licensed trader and physical supplier of marine petroleum products in Greece.




F-19
 AEGEAN MARINE PETROLEUM NETWORK INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (Expressed in thousands of U.S. dollars –
 except share and per share data, unless otherwise stated)


5.
Transactions with Related Parties: (Continued)




On April 1, 2005, the Company renewed its contract with a ten-year Marine Fuel Supply Service Agreement with the Greek Subcontractor. This contract stipulates that the Company and the Greek Subcontractor must transact for a minimum quantity of marine fuel per month. Under the contract, the Greek Subcontractor undertakes to sell the marine petroleum products to the Company at an amount equal to the Greek Subcontractor's purchase cost of the marine petroleum products from select Greek refineries, plus a margin. The margin is reviewed and renegotiated annually between the parties. Payments of the Greek Subcontractor's invoices are made within 30 calendar days from the date of receipt of the invoice. Penalties of 10% are imposed on late payments. If requested, the Company undertakes to provide security to the Greek Subcontractor by way of a standby letter of credit or other mutually acceptable guarantee in relation to any outstanding balance from time to time. The agreement terminates on March 31, 2015 unless any of the following situations occur prior to the termination date: (i) the Greek Subcontractor's petroleum trading license terminates or is revoked by the Greek authorities, (ii) upon the breach by any party in the performance of any of its obligations, as defined in the agreement, (iii) upon the liquidation or bankruptcy of any party. The Company has a unilateral right to terminate the agreement by serving 12 months written notice. During the years ended December 2010, 2011 and 2012, the Company purchased from the Greek Subcontractor marine petroleum products of $303,620, $404,988 and $455,476, respectively, all of which are included under related companies' cost of marine petroleum products sold in the accompanying consolidated statements of income. Additionally, during the year ended December 31, 2012, the Company purchased marine petroleum products that were consumed in connection with our voyage revenues and are included in the cost of voyage revenues in the accompanying consolidated statements of income. During the years ended December 31, 2010, 2011 and 2012, the Company also sold to the Greek Subcontractor marine petroleum products of $3,688, $0 and $0, respectively, which is included under the related companies' sales of marine petroleum products in the accompanying consolidated statements of income.




As of December 31, 2011 and 2012, the amounts due to the Greek Subcontractor were $28,547 and $17,031 respectively, and are included under trade payables to related companies in the accompanying consolidated balance sheets.




The Company had entered into an agreement with the Greek Subcontractor and was paying $25 per month per vessel used, in 2009, as a barging fee, to the Greek Subcontractor for bunkering services on the Company's behalf at Piraeus and other Greek ports. As of June 1, 2010, the above agreement was terminated and no amounts were due to the Greek Subcontractor as of December 31, 2011 and 2012. During the year ended December 31, 2010, the Company had paid $1,000 under the bunkering agreement.




Also the Subcontractor had entered into bareboat charter agreement with the owners of Aegean III, Aegean VIII, Aegean XII, Aegean Rose, Aegean Daisy, Aegean Breeze I, Aegean Tiffany, Aegean Ace and Aegean Orion at $0.5 per day per vessel. For the year ended December 2010, the bareboat charter revenue was $627 and is presented under other revenues in the accompanying consolidated statement of income. In connection with the above bareboat charter agreements with the owners of the vessels, the Company provided management services to the Subcontractor for the ISM code at $10 per month, per vessel. For the years ended December 31, 2010, the revenue from the services was $336 and is also presented under other revenues in the accompanying consolidated statement of income. As of June 1, 2010, the above agreements were terminated and no amounts were due to the Greek Subcontractor as of December 31, 2011 and 2012.




As at December 31, 2011 and 2012, the amounts due from the related party were $849 and $3,508 respectively, and are included under due from related companies in the accompanying consolidated balance sheets.




Additionally, as of April 5, 2010, the Greek Subcontractor and the Company's subsidiary Aegean Gas, owner of the vessel Mediterranean signed an agreement so that the Greek Subcontractor could use the




F-20
 AEGEAN MARINE PETROLEUM NETWORK INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (Expressed in thousands of U.S. dollars –
 except share and per share data, unless otherwise stated)







5.
Transactions with Related Parties: (Continued)




vessel as a storage facility upon a rate of €35,000 per month. For the years ended December 31, 2011 and 2012, the Company's revenue under this contract was $588 and $542, respectively and is presented under the revenues from related parties in the accompanying consolidated statement of income.




As at December 31, 2011 and 2012, the Company is also liable to the Greek Subcontractor for the amount of $221 and $531 deriving from the purchase of bunkers for own consumption and are included in the other payables to related parties in the accompanying consolidated balance sheets.




(b)
Aegean Shipping Management S.A. and certain vessel-owning companies (hereinafter collectively referred to as "Aegean Shipping"):Aegean Shipping is owned by relatives of Mr. Dimitris Melisanidis and is the owner and operator of an international shipping fleet of tankers that are chartered out in the international spot markets. Aegean Shipping is managed by a full-time executive team and has no common management with the Company. The Company's material transactions with Aegean Shipping are described as follows:




(i)
Aegean Shipping is a customer of the Company. It purchases marine fuel and lubricants, which it consumes during the voyages of its vessels. The Company's sales of marine fuel and lubricants to Aegean Shipping for the years ended December 31, 2010, 2011 and 2012, amounted to $7,619, $8,574 and $7,133, respectively, and are included under related companies' revenues in the accompanying consolidated statements of income.




(ii)
On October 14, 2009, the Company's subsidiary, Aegean Ostria Maritime Company, entered into a memorandum of agreement with Aegean Gas Maritime Company, a company owned and controlled by members of the family of Mr. Dimitris Melisanidis, for the purchase of a 20,000 dwt double hull bunkering barge, the Mediterranean, to be used as a floating storage facility. The purchase price of the vessel was $17,000. The acquisition was completed on February 25, 2010. The purchase was completed by acquiring the shares of the company owing the Mediterranean by amending the memorandum of agreement.




As of December 31, 2011 and 2012, the amounts due from Aegean Shipping were $6,417 and $4,713 respectively, and are included in the accompanying consolidated balance sheets.




(c)      General Maritime Corporation ("General Maritime"):




Aegean's Chairman of the Board, Mr. Peter C. Georgiopoulos, also serves as Chairman, President and Chief Executive Officer of General Maritime which is a publicly-traded tanker company with shares listed on the New York Stock Exchange. During the years ended December 31, 2010, 2011 and 2012, the Company's sales to General Maritime amounted to $30,030, $38,681 and $30,628, respectively, which are included under related companies' sales of marine petroleum products in the accompanying consolidated statements of income. As at December 31, 2011 and 2012, the amounts due from General Maritime were $3,593 and $1,757, respectively, which are included in the accompanying consolidated balance sheets.




(d)
Fairy Marine Ltd ("Fairy Marine"):




In 2009, the Company entered into three separate agreements with Fairy Marine, which is owned and controlled by relatives of Mr. Dimitris Melisanidis, for the vessel Aegean IX. On January 9, 2009 the bareboat charter agreement set $0.2 per day as charter hire, the management agreement, signed on January 10, 2009, was agreed for $6 per month and finally the charter-party agreement, on January 9, 2009, defined the time charter fee for $3.5 per day. However, on December 18, 2009 all the above agreements were terminated after the sale of the vessel Aegean IX to an unaffiliated third-party purchaser.




As at December 31, 2011 and 2012, the amounts due from Fairy Marine are $1,253 and $62 respectively, which are due from related companies in the accompanying consolidated balance sheets.




F-21
 AEGEAN MARINE PETROLEUM NETWORK INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (Expressed in thousands of U.S. dollars –
 except share and per share data, unless otherwise stated)







5.
Transactions with Related Parties: (Continued)




(e)  Aegean V ("Aegean V'')




In 2011, two vessel-owning subsidiaries of the Company entered into separate contracts with Aegean V, which is owned and controlled by relatives of Mr. Dimitris Melisanidis. According to these agreements the vessels Amorgos and Karpathos provide freight services to the related party and recognize revenue that is dependent on the distance and the volumes of the transportation. For the years ended December 31, 2011 and 2012 the Company's revenue under these contracts was $7,019 and $8,141, respectively, and is presented under the revenues from related parties in the accompanying consolidated statements of income.




As at December 31, 2011 and 2012, the amount due from Aegean V was $2,791 and $4,367 respectively, and is included in the accompanying consolidated balance sheets.




(f)
Melco S.A. ("Melco"):During the year ended December 31, 2011, the Company had no transactions with Melco and no amounts were due to the related party. During the year ended December 31, 2012, the Company sold to and purchased from Melco, which is owned and controlled by relatives of Mr. Dimitris Melisanidis, marine petroleum products of $4,631 and $2,640, respectively, which is included under the related companies' sales and cost of marine petroleum products in the accompanying consolidated statements of income. As at December 31, 2012, the Company had a liability to Melco of $401.




(g)  Other companies:




The amounts due from other companies affiliated with Aegean's Chairman of the Board, Mr. Peter C. Georgiopoulos, were $281 and $329 as of December 31, 2011 and 2012, respectively, and are included under due from related companies in the accompanying consolidated balance sheets.




The amounts due from other companies owned Mr. Dimitris Melisanidis or his relatives were $944 and $512 as of December 31, 2011 and 2012, respectively, and are included under due from related companies in the accompanying consolidated balance sheets.




The amounts due to other companies owned Mr. Dimitris Melisanidis or his relatives were $273 and $929 as of December 31, 2011 and 2012, respectively, and are included under other payables to related companies in the accompanying consolidated balance sheets.




Voyage and other revenues from other companies owned Mr. Dimitris Melisanidis or his relatives were $0, $255 and $72 as of December 31, 2010, 2011 and 2012, respectively, and are included under related companies' revenues in the accompanying consolidated statements of income.




F-22
 AEGEAN MARINE PETROLEUM NETWORK INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (Expressed in thousands of U.S. dollars –
 except share and per share data, unless otherwise stated)


6.
Inventories:




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




December 31,2011


2012Held for sale:Marine Fuel Oil


146,770



141,590Marine Gas Oil


53,635



33,965200,405



175,555Held for consumption:Marine fuel


2,355



4,145Lubricants


1,063



972Stores


31



24Victuals


203



1303,652



5,271Total


204,057



180,826





7.
Prepayments and Other Current Assets:




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




December 31,2011


2012Prepaid insurance


745



652VAT receivable


14,038



12,736Receivables from storage facilities


2,459



1,304Receivables from voyages


1,794



2,631Other prepayments


12,537



14,809Total


31,573



32,132







F-23
 AEGEAN MARINE PETROLEUM NETWORK INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (Expressed in thousands of U.S. dollars –
 except share and per share data, unless otherwise stated)


8.
Advances for Vessels under Construction and Acquisitions:




The Company accepted delivery of the following vessels during the years ended December 31, 2011 and 2012:




Shipyard
Vessel Hull DN
Vessel Name

DWT

Date of Delivery

Contract Construction Price


Engineering Costs


Construction CostFujian
DN-3800-14
ANAFI


4,584

04/06/2011

$
9,590


$
1,150


$
10,740DN-3800-15
SIKINOS


4,595

08/11/2011

$
9,590


$
1,150


$
10,740Quingdao
QHS -226
TILOS


6,263

03/28/2011

$
10,600


$
1,600


$
12,200QHS -227
HALKI


6,256

07/28/2011

$
10,600


$
1,600


$
12,200QHS -228
SYMI


6,256

04/11/2012

$
10,600


$
1,600


$
12,200Erlenbacher
NB- 1166
MONTANA


4,319

05/26/2011

$
4,084


$
0


$
4,084







The amounts shown in the accompanying consolidated balance sheets include milestone payments relating to the shipbuilding and engineering contracts and any material related expenses incurred during the construction periods capitalized in accordance with the accounting policy discussed in Note 2.




Interest on the advances paid by the Company in respect of these contracts is computed at the weighted average borrowing cost of the Company, for the duration of the construction period, and capitalized on advances for vessels under construction on the accompanying balance sheets.  Total interest capitalized for the years ended December 31, 2010, 2011 and 2012 was $901, $274 and $58 respectively.




During the years ended December 31, 2011 and 2012, the movement of the account, advances for vessels under construction and acquisitions, was as follows:




Year Ended December 31,2011


2012Balance at beginning of year


77,858



11,553Advances for vessels under construction and related costs


20,078



2,302Advances for second hand vessel acquisitions


453



-Vessels delivered


(86,836
)


(13,855
)Balance at end of year


11,553



-





9.         Advances for Other Fixed Assets under Construction:




Fujairah in-land storage facility: In July 2010, the Company assumed a 25-year terminal lease agreement, as a result of the transfer of all the shares of Aegean Oil Terminal Corporation from a related party. The agreement, signed by the Company's subsidiary, Aegean Oil Terminal Corporation, and the Municipality of Fujairah will be automatically renewed for an additional 25 years and was assumed to build an in-land storage facility in the United Arab Emirates with estimated cost of $110,000. The Company is expected to complete the construction of the new facility by the end of year 2013 and the payments of the contractual amounts are made with the progress of the construction.  As of December 31, 2012, the Company has paid advances for construction of the in-land storage facility amounting to $99,625. The contractual obligations arising from signed contracts relating to this project after December 31, 2012 are approximately $10,000 for 2013.




Las Palmas in-land storage facility:As at December 31, 2012, the Company has capitalized expenses incurred for additions and improvements on the Las Palmas terminal site in the amount of $2,360.




Panama in-land storage facility:In August 2011, the Company was granted a 20-year concession agreement from Panama Maritime Authority to operate land-based storage facilities. Under the concession agreement, Company, is required to make certain investments to improve the efficiency of the terminal operations. During the year ended December 31, 2012, the Company has incurred leased improvement costs of the amount of $1,127.




F-24
 AEGEAN MARINE PETROLEUM NETWORK INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (Expressed in thousands of U.S. dollars –
 except share and per share data, unless otherwise stated)







9.        Advances for Other Fixed Assets under Construction: (Continued)




Interest on the advances paid by the Company in respect of Fujairah, Las Palmas and Panama storage facilities is computed at the weighted average borrowing cost of the Company, for the duration of the construction period, and capitalized on advances for other fixed assets under construction on the accompanying balance sheets.  Total interest capitalized for the years ended December 31, 2010, 2011 and 2012 was $0, $787 and $2,356 respectively.




10.       Vessels:




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




Vessel Cost


Accumulated Depreciation


Net Book ValueBalance, December 31, 2010


479,489



(54,168
)


425,321- Vessels acquired and delivered


86,836



-



86,836- Vessels sold


(20,641
)


4,087



(16,554
)- Depreciation for the year


-



(21,163
)


(21,163
)Balance, December 31, 2011


545,684



(71,244
)


474,440- Vessels acquired and delivered


13,855



-



13,855- Vessels sold


(27,418
)


13,633



(13,785
)- Depreciation for the year


-



(21,484
)


(21,484
)Balance, December 31, 2012


532,121



(79,095
)


453,026







On April 10, 2012, the Company sold the vessel Vera to an unaffiliated third-party purchaser for an aggregate price of $605. The loss on sale of $697 was calculated as the sale price less the carrying value of the vessel of $952 and the carrying value of unamortized dry-docking costs of $350. This loss is included under the loss on sale of vessels in the consolidated statements of income.




On April 19, 2012, the Company sold the floating storage facility Fos II to an unaffiliated third-party purchaser for an aggregate price of $5,103. The loss on sale of $4,030 was calculated as the sale price less the carrying value of the vessel of $8,762 and the carrying value of unamortized dry-docking costs of $371. This loss is included under the loss on sale of vessels in the consolidated statements of income.




On May 23, 2012, the newly-constructed bunkering tanker, Symi (ex-QHS-228), with a total cost of $13,855, became operational in the Company's service center in Ghana.




On June 14, 2012, the Company sold the vessel Hope to an unaffiliated third-party purchaser for an aggregate price of $1,442. The gain on sale of $509 was calculated as the sale price less the carrying value of the vessel of $541 and the carrying value of unamortized dry-docking costs of $392. This loss is included under the loss on sale of vessels in the consolidated statements of income.




On October 23, 2012, the Company sold the vessel Aegean Star to an unaffiliated third-party purchaser for an aggregate price of $1,782. The loss on sale of $1,748 was calculated as the sale price less the carrying value of the vessel of $3,530. This loss is included under the loss on sale of vessels in the consolidated statements of income.




F-25
 AEGEAN MARINE PETROLEUM NETWORK INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (Expressed in thousands of U.S. dollars –
 except share and per share data, unless otherwise stated)


10.
Vessels: (Continued)




During the year ended December 31, 2011, the Company took deliveries of the following vessels:




Vessel Name

Date of

operation

Year

Built

Size

(dwt)


Total cost

capitalizedKassos

01/11/2011

2010


6,256



13,498Ios

03/02/2011

2010


4,620



12,158Tilos

04/27/2011

2011


6,263



13,174Anafi

05/10/2011

2011


4,584



11,798Montana

05/26/2011

2011


4,319



10,320Halki

10/01/2011

2011


6,256



13,435Sikinos

11/09/2011

2011


4,595



12,000Florida

11/15/2011

2011


1,533



45386,836




During the year ended December 31, 2012, the Company took delivery of the following vessel:




Vessel Name

Date of

operation

Year

Built

Size

(dwt)


Total cost

capitalizedSymi

05/23/2012

2012


6,256



13,855




Cost of vessels at December 31, 2011 and 2012, includes $58,334 and $59,339, respectively, of amounts not included in the contract price of the vessels but which were material expenses incurred upon acquisition and are capitalized in accordance with the accounting policy discussed in Note 2.




As of December 31, 2012, all of the Company's operational vessels, except for the Mediterranean, PT25, PT36, PT22 and the vessels Colorado, Vigo, Elbe, Ellen, Steindamm and Tapuit were mortgaged under the Company's various debt agreements.




F-26
 AEGEAN MARINE PETROLEUM NETWORK INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (Expressed in thousands of U.S. dollars –
 except share and per share data, unless otherwise stated)


11.
Other Fixed Assets:




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





Land


Buildings


Other


TotalCost, December 31, 2010


9,036



3,459



2,392



14,887- Additions


-



-



247



247Cost, December 31, 2011


9,036



3,459



2,639



15,134- Additions


-



-



844



844-Disposals










(78
)


(78
)Cost, December 31, 2012


9,036



3,459



3,405



15,900Accumulated depreciation, December 31, 2010


-



280



1,096



1,376- Depreciation expense


-



132



460



592Accumulated depreciation, December 31, 2011


-



412



1,556



1,968- Depreciation expense


-



38



580



618-Disposals


-



-



(78
)


(78
)Accumulated depreciation, December 31, 2012


-



450



2,058



2,508Net book value, December 31, 2010


9,036



3,179



1,296



13,511Net book value, December 31, 2011


9,036



3,047



1,083



13,166Net book value, December 31, 2012


9,036



3,009



1,347



13,392





12.      Deferred Charges:





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





Drydocking


Financing Costs


TotalBalance, December 31, 2010


17,036



1,029



18,065- Additions


8,935



1,319



10,254- Disposals


(602
)


-



(602
)- Amortization for the year


(7,112
)


(1,003
)


(8,115
)Balance, December 31, 2011


18,257



1,345



19,602- Additions


6,293



390



6,683- Disposals


(1,113
)


-



(1,113
)- Amortization for the year


(7,573
)


(1,037
)


(8,610
)Balance, December 31, 2012


15,864



698



16,562





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


F-27
 AEGEAN MARINE PETROLEUM NETWORK INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (Expressed in thousands of U.S. dollars –
 except share and per share data, unless otherwise stated)








13.   Goodwill and intangible assets:




Goodwill: Goodwill identified represents the purchase price in excess of the fair value of the identifiable net assets of the acquired business at the date of acquisition.




The goodwill presented in the accompanying consolidated balance sheets is analyzed as follows:




Year Ended December 31,2011


2012Balance at beginning of year


37,946



37,946Balance at end of year


37,946



37,946





The decline in the Company's stock price such that the market capitalization was lower than the consolidated net book value indicated the need for an impairment assessment as of December 31, 2012. The Company calculated the fair value of the reporting unit using the discounted cash flow method, and determined that the fair value of the reporting unit exceeded its book value including the goodwill. The discounted cash flows calculation is subject to management judgment related to revenue growth, capacity utilization, the weighted average cost of capital (WACC), of approximately 7%, and the future price of marine fuel products. No impairment loss was recorded at December 31, 2012.




Intangible assets: The Company has identified finite-lived intangible assets associated with concession agreements acquired with the purchase of the Portland subsidiary, Las Palmas and Panama sites with remaining weighted-average amortization period of 17.1 years and a non-compete covenant acquired with the Aegean NWE Business with remaining amortization period of 3.8 years. The total remaining weighted-average amortization period of finite-lived intangible assets is 15.7 years as of December 31, 2012. The values recorded have been recognized at the date of the acquisition and are amortized on a straight line basis over their useful life.




F-28
 AEGEAN MARINE PETROLEUM NETWORK INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (Expressed in thousands of U.S. dollars –
 except share and per share data, unless otherwise stated)


13.
Goodwill and intangible assets (Continued):




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






Concession AgreementsConcession Agreements
Non-compete covenant
TotalCost
December 31, 2011
19,797
3,365
23,162December 31, 2012
19,797
3,365
23,162Accumulated Amortization
December  31, 2011
(2,234)
(905)
(3,139)December 31, 2012
(3,222)
(1,422)
(4,644)NBV
December  31, 2011
17,563
2,460
20,023December 31, 2012
16,575
1,943
18,5182013
988
517
1,5052014
988
517
1,505Amortization Schedule
2015
988
517
1,5052016
988
392
1,3802017
988
-
988Thereafter
11,635
-
11,635





14.
Short-term Borrowings:





The amounts comprising short-term debt in the accompanying consolidated balance sheets are analyzed as follows:





Short-term borrowings:

December 31,

2011


December 31,

2012Loan Facility:(a) Revolving overdraft credit facility dated 06/29/2012


9,915



7,993(b) Senior secured revolving credit facility dated12/20/2012


-



50,000(c) Trade credit facility dated  7/1/2012


102,915



92,126(d) Revolving credit facility dated 11/16/2012


58,000



66,000(e) Revolving credit facility dated 9/1/2012


51,500



47,528(f) Revolving credit facility dated 5/10/2012


123,109



58,105(g) Revolving credit facility amendment dated 11/15/2011


3,795



-Total short-term borrowings


349,234



321,752




The above dates show the later of the date of the facility, the date of the most recent renewal or the date the loan was assumed by the Company.




F-29
 AEGEAN MARINE PETROLEUM NETWORK INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (Expressed in thousands of U.S. dollars –
 except share and per share data, unless otherwise stated)




14.   Short-term Borrowings: (Continued)




a)
On March 30, 2011, the Company renewed its annually renewable revolving overdraft credit facility with a credit limit of up to $10,000 and on June 29, 2012 the Company signed a supplemental agreement, which reduces the facility amount to $8,000 and extends the facility until April 30, 2013.



The 2011 renewal bore interest at LIBOR plus 5.5% while the supplemental facility bears interest at LIBOR plus 6.0%, is collateralized by, among other things, a first priority mortgage over each of the vessels Aegean Ace, Aegean Champion and Sara and requires us to maintain a minimum security value of 125%. Furthermore, the credit facility contains financial covenants requiring the Company to ensure that (i) adjusted consolidated book net worth, as defined, not be less than $175,000, (ii) consolidated leverage ratio, as defined, not to exceed 0.75-to-one, and (iii) consolidated liquid funds (total cash and cash equivalents and the undrawn amount of any committed overdraft facilities available to the Company) ("liquid funds"), as defined, not be less than $25,000.






b)
On February 9, 2011, the Company amended its annually renewable senior secured revolving credit facility with the bank for an amount of $50,000 and interest at LIBOR plus 3.50%



On December 20, 2012 the Company signed a renewed facility, which matures on April 30, 2013. The facility is collateralized by, among other things, the Company's receivables and corporate guarantee, and bears interest at LIBOR plus 4.0%. The credit facility contains certain covenants and undertakings that require, among other things, that the Company maintain its listing on the New York Stock Exchange, the net equity base will not be less than $175,000, the interest coverage ratio will not be less than 1.3-to-one; the total liabilities to total assets will not exceed 75% and the Company maintain additional free liquidity of $30,000 at the end of each calendar month and an average minimum daily free liquidity of $15,000.






c)
On May 23, 2011, the Company renewed the uncommitted trade credit facility with an international commercial lender for an amount up to $220,000. The availability of any letters of credit, overdrafts or cash advances under the trade credit facility is subject to the lender's discretion. The facility is guaranteed by the Company and is collateralized by, among other things, the Company's assigned receivables and fuel oil and gas oil stored or to be stored in a storage facility acceptable to the lender and pledged in its favor. The facility bore interest at LIBOR plus 2.50%. The facility contains financial covenants requiring, among other things, that AMP's minimum total net equity is at least $80,000 and has minimum cash collateral of $5,000 at all times; the Company maintains its listing on the New York Stock Exchange; has total net equity not less than $250,000; and has a minimum current ratio of 1.15 with a minimum working capital of $50,000.



On July 2012, the Company renewed the trade credit facility, reducing the minimum ratio to 1.10 until March 31, 2013. After that date, the minimum current ratio shall be 1.15.  All other terms apply.




d)
On April 20, 2011 the Company's subsidiary Aegean NWE renewed its overdraft facility with the Belgian bank for an amount up to $70,000 and on November 16, 2012 it signed an agreement that increased the credit line to $80,000. The facility is collateralized by the Company and drawdowns on the facilities are limited to a maximum of 90% of the accounts receivable accepted by the bank and credit-insured. The facility bears interest at LIBOR plus 2.00% for drawdowns and plus 2.50% on the overdrafts.




e)
On September 1, 2011, the Company's subsidiary Aegean NWE renewed with the Belgian bank its annually renewable overdraft facility for an amount up to $70,000 and €500,000 The facilities are collateralized by the Company and drawdowns on the facilities are limited to a maximum of 90% of the accounts receivable accepted by the banks and credit-insured, equally shared between the Belgian banks. The facility bears interest at LIBOR plus 2.50% for drawdowns and 2.00% for overdrafts.




f)
On June 21, 2011, the Company renewed its annually renewable uncommitted revolving credit facility with an international commercial lender for one year and increased the amount to up to $200,000. The availability of any letters of credit, overdrafts or cash advances under the revolving credit facility is subject to the lender's discretion. The facility is collateralized by, among other things, the assignment of and pledge of receivables and fuel oil and gas oil stored or to be stored in a storage facility acceptable to the lender.




F-30
 AEGEAN MARINE PETROLEUM NETWORK INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (Expressed in thousands of U.S. dollars –
 except share and per share data, unless otherwise stated)







14.   Short-term Borrowings: (Continued)




On May 10, 2012, the Company signed a third amendment renewing for a one-year term. The renewed facility bears interest at LIBOR plus 2.4% and the financial covenants are that the Company shall ensure at all times that working capital is not less than $75,000, the liable capital of the Company, which is defined as its capital, revenue reserves, minority interests and subordinated debt less its intangible assets and any loans of to related companies, is not less than $375,000 and that its current ratio is not less than 1.10 until March 31, 2013. After that date, the current ratio shall not be less than 1.15.




g)
On November 15, 2011, the Company signed an amendment of the main loan agreement described on (f) by acquiring an additional sub limit of up to $20,000 available to the subsidiary that is constructing the new terminal in Fujairah. The funds are provided solely to facilitate the further advancement of the construction of the terminal and disbursements are made against invoices provided by the various contractors involved in the construction of the terminal. The facility matured on May 15, 2012 and bears interest at a rate of the lender's cost of funds plus 5.0%.




At December 31, 2012 the Company was not in compliance with: (a) the current ratio covenant contained in two of its short-term borrowings, one of which is uncommitted, (required to maintain a minimum of 1.10-to-one and maintained 1.07-to-one) under which a total of $150,231 was outstanding as of that date, (b) the working capital covenant contained in one of its uncommitted short-term borrowings (required to maintain a minimum of $75,000 and maintained $51,853) under which a total of $58,105 was outstanding as of that date and (c) the solvency ratio covenant, calculated on the statutory financial statements of the Company's subsidiary Aegean NWE, contained in one of its uncommitted short-term borrowings (required to maintain a minimum of 20.0% and maintained 19.8%) under which a total of $66,000 was outstanding as of that date.




Subsequent to December 31, 2012, the Company obtained waivers for these covenant breaches. Management has the intention and the ability to cure these breaches in the event that the Company is still not in compliance with these covenants upon the expiry of the existing waivers during 2013, and has not renegotiated the waivers.




Interest: Total interest incurred on short-term borrowings for the years ended December 31, 2010, 2011 and 2012 amounted to $3,639, $10,921 and $13,141, respectively (Note 21) and is included in interest and finance costs, in the accompanying consolidated statements of income. During the years ended December 31, 2011 and 2012, the weighted average interest rate (including the margin) was 3.29%, and 3.24%, respectively.




Amounts available under Short-term Loan Program: As of December 31, 2012, the Company had $192,144 available undrawn amount under its short-term loan agreements to finance working capital requirements and it recognized commitment fees of $356 for its undrawn amounts, included in the interest and finance cost, see Note 21.




F-31
 AEGEAN MARINE PETROLEUM NETWORK INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (Expressed in thousands of U.S. dollars –
 except share and per share data, unless otherwise stated)


15.
Long-term Debt:




The amounts of the Company's long term indebtedness in the accompanying consolidated balance sheets are analyzed as follows:




December 31,2011


2012(a)
Serifos, Kithnos, Santorini, Paros, Naxos


27,340



24,940(b)
Milos, Amorgos, Kimolos, Syros, Mykonos


22,620



19,820(c)
Eton, Benmore and Ingram


22,473



20,985(d)
Tasman and Santon


14,824



13,600(e)
Kerkyra, Ithaki, Kefalonia, Paxoi, Zakynthos, Lefkas, Kythira


56,230



52,802(f)
Andros, Dilos, Ios, Sifnos, Tinos


38,223



33,949(g)
Kassos, Tilos, Halki, Symi


32,698



30,734(h)
Aegean III, VIII, XII


8,500



6,326(i)
Blatoma


2,455



2,175(j)
Verbeke Bunkering


2,331



1,322(k)
Seatra


6,988



6,631(l)
Overdraft facility under senior securedcredit facility dated 03/16/2009 (1)


123,000



118,250Total


357,682



331,534Less: Current portion


(21,428
)


(144,042
)Long-term portion


336,254



187,492







(a)
On August 30, 2005, the Company's subsidiaries, Serifos, Kithnos, Santorini, Paros and Naxos, as co-borrowers, jointly and severally entered into a syndicated secured term loan with an international bank for an amount of $35,500 to partially finance the construction costs of vessels Serifos, Kithnos, Santorini, Paros, Naxos, respectively (five tranches of $7,100 each).



The loan bears interest at LIBOR plus 1.40% during each vessel's pre-delivery period and at LIBOR plus 1.30% or 1.55% from January 1, 2011, amended with a supplemental agreement, during each vessel's post-delivery period. During the years ended December 31, 2010, 2011 and 2012, the weighted average interest rate (including the margin) was 1.64%, 1.86% and 2.01%, respectively, while at December 31, 2011 and 2012, the interest rate (including the margin) was 2.04% and 1.87%, respectively.



The loan agreement contains financial covenants requiring the Company to ensure that book net worth (total stockholder's equity attributable to AMPNI) ("book net worth") shall not be less than $375,000; that the ratio of total liabilities to total assets shall not exceed 0.75-to-one; that the current ratio shall not be less than 1.15-to-one and that the liquidity ratio (cash and cash equivalents and trade receivables to total current liabilities) ("liquidity ratio") shall be higher than 0.50-to-one.



On April 5, 2012, the Company agreed with its lenders to permanently increase the minimum book net worth required to be maintained under the facility to $410,000 and reduce the minimum current ratio required to be maintained under the facility to 1.05-to-one until March 30, 2013. After that date the current ratio shall not be less than 1.15-to-one.






(b)
On February 10, 2006, the Company's subsidiaries, Milos, Amorgos, Kimolos, Syros and Mykonos, as co-borrowers, jointly and severally entered into a collateralized term loan with an international bank for an amount of $33,400 to partially finance the construction costs of vessels Milos, Amorgos, Kimolos, Syros, Mykonos, respectively (five tranches of $6,680 each).




F-32
 AEGEAN MARINE PETROLEUM NETWORK INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (Expressed in thousands of U.S. dollars –
 except share and per share data, unless otherwise stated)









15.
Long-term Debt: (Continued)On December 19, 2006, this facility was refinanced by a term loan (with identical terms and conditions) with the same bank under the 2006 Senior Secured Credit Facility.



The loan bears interest at LIBOR plus 1.15% plus additional compliance costs. During the years ended December 31, 2010, 2011 and 2012, the weighted average interest rate (including the margin) was 1.44%, 1.37% and 1.40%, respectively, while at December 31, 2011 and 2012, the interest rate (including the margin) was 1.42% and 1.38%, respectively.



The loan agreement contains financial covenants requiring the Company to ensure that market value adjusted net worth shall not be less than $410,000; that minimum liquidity shall not be less than $30,000 held with the lender at the end of each month with average minimum daily free liquidity of $15,000; that the ratio of total liabilities to total assets shall not exceed 0.65-to-one, which was amended to 0.70-to-one, applied as of December 31, 2011.Under the agreement we are also required to maintain a minimum coverage ratio of 1.60-to-one and current ratio of at least the minimum of 1.05-to-one and the one set by the other lenders. After January 31, 2013 the minimum current ratio becomes 1.15-to-one.(c)
On October 25, 2006, the Company's subsidiaries, Eton, Benmore and Ingram, as co-borrowers, jointly and severally entered into a syndicated secured term loan with an international bank for an amount of $26,250 to partially finance the construction costs of vessels Patmos, Nisyros, Karpathos (three tranches of $8,750 each).The loan bears interest at LIBOR plus 1.30% before delivery of each vessel and at LIBOR plus 1.05% or 1.30% from January 1, 2011, amended with a supplemental agreement, after such vessel's delivery. During the years ended December 31, 2010, 2011 and 2012, the weighted average interest rate (including the margin) was 1.59%, 1.80% and 1.76%, respectively, while at December 31, 2011 and 2012, the interest rate (including the margin) was 1.84% and 1.65%, respectively.



The loan agreement contains financial covenants requiring the Company to ensure that book net worth shall not be less than $375,000; that the ratio of total liabilities to total assets shall not exceed 0.75-to-one; that the current ratio shall not be less than 1.15-to-one; that the liquidity ratio shall be higher than 0.50-to-one.On April 5, 2012, the Company agreed with its lenders to permanently increase the minimum book net worth required to be maintained under our corporate guarantee to $410,000 and reduce the minimum current ratio required to be maintained under our corporate guarantee to 1.05-to-one until March 30, 2013. After that date the current ratio should not be less than 1.15-to-one.(d)
On October 27, 2006, the Company's subsidiaries, Tasman and Santon, as co-borrowers, jointly and severally entered into a collateralized term loan with a Greek bank for an amount of $17,600 to partially finance the construction costs of vessels Kalymnos and Leros (two tranches of $8,800 each).The loan bears interest at LIBOR plus 1.15% on the principal amount repayable in quarterly installments (for each tranche: $6,160) and at LIBOR plus 1.25% on the principal amount repayable in a balloon payment (for each tranche: $2,640). During the years ended December 31, 2010, 2011 and 2012, the weighted average interest rate (including the margin) was 1.46%, 1.48% and 1.46%, respectively, while at December 31, 2011 and 2012, the interest rate (including the margin) was 1.71% and 1.40%, respectively.(e)
On October 30, 2006, the Company's subsidiaries, Kerkyra, Ithaki, Kefalonia, Paxoi, Zakynthos, Lefkas and Kythira, as co-borrowers, jointly and severally entered into a syndicated secured term loan with an international bank for an amount of $64,750 to partially finance the construction costs of vessels Kerkyra, Ithaki, Kefalonia, Paxoi, Zakynthos, Lefkas and Kythira (seven tranches of $9,250 each).The loan bears interest at LIBOR plus 1.15% before delivery of each vessel and at LIBOR plus 1.05% or 1.30% from January 1, 2011, amended with a supplemental agreement, after such vessel's delivery. During






F-33
 AEGEAN MARINE PETROLEUM NETWORK INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (Expressed in thousands of U.S. dollars –
 except share and per share data, unless otherwise stated)







15.
Long-term Debt: (Continued)the years ended December 31, 2010, 2011 and 2012, the weighted average interest rate (including the margin) was 1.71%, 1.80% and 1.76%, respectively, while at December 31, 2011 and 2012, the interest rate (including the margin) was 1.81% and 1.64%, respectively. The loan agreement contains financial covenants requiring the Company to ensure that book net worth shall not be less than $375,000; that the ratio of total liabilities to total assets shall not exceed 0.75-to-one; that the current ratio shall not be less than 1.15-to-one and that the liquidity ratio shall be higher than 0.50-to-one.



On April 5, 2012, the Company agreed with its lenders to permanently increase the minimum book net worth required to be maintained under our corporate guarantee to $410,000 and reduce the minimum current ratio required to be maintained under our corporate guarantee to 1.05-to-one until March 30, 2013. After that date the current ratio should not be less than 1.15-to-one.(f)
On July 5, 2007, the Company's subsidiaries, Andros, Dilos, Ios, Sifnos and Tinos, as co-borrowers, jointly and severally entered into a syndicated collateralized term loan with an international bank for an amount of $37,560 to partially finance the construction costs of vessels Andros, Dilos, Ios, Anafi and Sikinos (five tranches of $7,512 each).On September 12, 2008, the Company amended the collateralized term loan which had entered into on July 5, 2007, and increased the loan to an amount of $43,160, available in five tranches of $8,632 each. Each tranche is repayable in 40 consecutive quarterly installments of $216 each. The first installment of each tranche is repayable three months after the date of drawdown of the final advance.



The loan bears interest at LIBOR plus 1.00%. The loan is collateralized by a first priority mortgage over each of the vessels.



During the years ended December 31, 2010, 2011 and 2012, the weighted average interest rate (including the margin) was 1.43%, 1.68% and 1.94%, respectively, while at December 31, 2011 and 2012, the interest rate (including the margin) was 1.91% and 1.81%, respectively. As of December 31, 2011 and 2012, the outstanding balance of the loan was $38,223 and $33,949, respectively.



The loan agreement contains financial covenants requiring the Company to ensure that market value adjusted net worth shall not be less than $410,000; that minimum liquidity shall not be less than $30,000 held with the lender at the end of each month with average minimum daily free liquidity of $15,000; that the ratio of total liabilities to total assets shall not exceed 0.65-to-one, which was amended to 0.70-to-one, applied as of December 31, 2011. Under the agreement we are also required to maintain a minimum coverage ratio of 1.6-to-one and current ratio of at least the minimum of 1.05-to-one and the one set by the other lenders. After January 31, 2013 the minimum current ratio becomes 1.15-to-one.(g)
On April 24, 2008, the Company's subsidiaries, Kassos, Tilos, Halki and Symi, as co-borrowers, jointly and severally entered into a syndicated collateralized term loan with an international bank for an amount of $38,800 to partially finance the construction costs of the vessels Kassos, Tilos, Halki and Symi (four tranches of $9,700 each).The loan bears interest at LIBOR plus 1.15% or 1.40% from January 1, 2011, amended with a supplemental agreement, and is collateralized by the first priority mortgage on the four vessels. During the years ended December 31, 2010, 2011 and 2012, the weighted average interest rate (including the margin) was 1.83%, 1.86% and 1.87%, respectively, while at December 31, 2011 and 2012, the interest rate (including the margin) was 1.98% and 1.76%, respectively. As of December 31, 2011 and 2012, the outstanding balance of the loan was $32,698 and $30,734, respectively.



The loan agreement contains financial covenants requiring the Company to ensure that book net worth shall not be less than $375,000; that the ratio of total liabilities to total assets shall not exceed 0.75-to-one; that






F-34
 AEGEAN MARINE PETROLEUM NETWORK INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (Expressed in thousands of U.S. dollars –
 except share and per share data, unless otherwise stated)







15.
Long-term Debt: (Continued)the current ratio shall not be less than 1.15-to-one and that the liquidity ratio shall be higher than 0.50-to-one.On April 5, 2012, the Company agreed with its lenders to permanently increase the minimum book net worth required to be maintained under the facility to $410,000 and reduce the minimum current ratio required to be maintained under the loan agreement to 1.05-to-one until March 30, 2013. After that date the current ratio should not be less than 1.15-to-one.(h)
On July 8, 2008, the Company's subsidiaries, the Company entered into a collateralized term loan facility with a Greek bank for an amount of $15,000. The facility is collateralized by a first priority mortgage over the vessels, Aegean III, Aegean VIII and Aegean XII and bore interest at LIBOR plus 1.25%.On June 29, 2012 the company signed a supplemental agreement that amended the interest rate at LIBOR plus 4%. During the years ended December 31, 2010, 2011 and 2012, the weighted average interest rate (including the margin) was 1.89%, 1.85% and 3.17%, respectively, while at December 31, 2011 and 2012, the interest rate (including the margin) was 1.93% and 4.65%, respectively. As of December 31, 2011 and 2012, the outstanding balance of the loan was $8,500 and $6,326, respectively.



The loan agreement contains financial covenants requiring the Company to ensure that Market value adjusted net worth shall not be less than $175,000; that minimum liquidity shall be not less than $25,000; that the ratio of total liabilities to total assets shall not exceed 0.65-to-one. On April 5, 2012, the Company agreed with our lenders to permanently amend the maximum consolidated leverage ratio required to be maintained under the loan agreement to 0.75-to-one.(i)
On April 1, 2010, the Company, through the Aegean NWE business acquisition, assumed a loan agreement of an amount of €3,740,000 with a Belgian bank dated on March 22, 2004 to finance the construction of its vessel Texas. The interest rate is at 4.36%.The loan was renewed on April, 01, 2009 and is renewable every five years.(j)
On April 1, 2010, the Company, through the Aegean NWE business acquisition, assumed a loan agreement of an amount of €4,000,000 with a Belgian bank dated on February 25, 2009. The facility bears interest of EURIBOR plus 2.5%. During the year ended December 31, 2011 and after the acquisition date of the Aegean NWE Business and 2012 the weighted average interest rate (including the margin) was 4.23% and 3.89%, while at December 31, 2011 and 2012, the interest rate (including the margin) was 4.04% and 2.72%.(k)
On April 1, 2010, the Company assumed a loan agreement with an international bank that was signed, on October 6, 2009, by its acquired entity Aegean NWE and a third-party. The purpose of this roll over credit facility for an amount of €5,680,000 is to finance the new building Montana and bears interest at EURIBOR plus 1.26%. The credit facility is repayable in quarterly installments of approximately €95,000.(l)
On March 3, 2011, the Company renewed retroactively from February 1, 2011, the senior secured syndicated revolving credit and letter of credit facility that was signed on March 16, 2009 for a period of two years, The amount of the facility was up to $1,000,000, for working capital and general corporate purposes. The facility expired on January 30, 2013 and had a credit limit of up to $210,000 consisting of a committed amount of up to $125,000 and an uncommitted amount of up to $85,000. The facility bore interest at LIBOR plus 3.00%, while documentary and standby letters of credit were subject to commissions of 0.70% and 1.60%, respectively. The loan agreement contained financial covenants that require us to maintain: book net worth of not less than $375,000; minimum liquidity of not be less than $30,000 held with the lender at the end of each month with average minimum daily free liquidity of $15,000; a ratio of total liabilities to total assets of no more than 0.70-to-one; interest coverage ratio higher than 1.35, which increased to 1.60 from the first quarter of 2012, and a current ratio of not less than 1.15.







F-35
 AEGEAN MARINE PETROLEUM NETWORK INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (Expressed in thousands of U.S. dollars –
 except share and per share data, unless otherwise stated)







15.
Long-term Debt: (Continued)




On April 3, 2012, the Company agreed with its lenders to increase the minimum book net worth required to be maintained under the facility to $410,000 and reduce the minimum current ratio required to be maintained under the facility to the minimum of 1.05-to-one and the one set by the other lenders until the facility's expiration date. After that date the current ratio should not be less than 1.15-to-one.  The Company agreed with its lenders to extend the maturity date until May 30, 2013 of the credit facility in order to accommodate for the completion of its global facility.




As at December 31, 2012, the Company was not in compliance with the current ratio covenant contained in three of its credit facilities (required to maintain a minimum of 1.15-to-one) under which a total of $172,019 was outstanding as at December 31, 2012. The Company obtained a waiver for this covenant breach. Management has the intention and the ability to cure this breach in the event that the Company is still not in compliance with this covenant upon the expiry of the existing waiver within 2013, and has not renegotiated the waiver.




As at March 31, 2013, the Company was not in compliance with the current ratio covenant contained in four of its credit facilities (required to maintain a minimum of 1.15-to-one) under which a total of $129,461 was outstanding as at December 31, 2012. The Company obtained a waiver for this covenant breach. Management has the intention and the ability to cure this breach in the event that the Company is still not in compliance with this covenant upon the expiry of the existing waiver within 2013, and has not renegotiated the waiver.




As of December 31, 2012, the outstanding vessel-financing loans are generally collateralized as follows:




·
First priority assignment of the shipbuilding contracts and first priority mortgages over the vessels (when completed);




·
Assignments of insurance and earnings of the mortgaged vessels (when completed);




·
An undertaking from the vessels' manager.




The vessel-financing loan agreements contain ship finance covenants including restrictions as to changes in management and ownership of the vessels, additional indebtedness and mortgaging of vessels without the bank's prior consent as well as minimum requirements regarding the ratio of the market value of the relevant vessel to the outstanding loan amount and the ratio of the insured amount of the relevant vessel to the outstanding loan amount. In addition, the borrowing companies and/or their managers must maintain working capital accounts with the lending banks, as defined in the loan agreements. Furthermore, the vessel-owning subsidiary companies are not permitted to pay any dividends without the lenders' prior consent. As of December 31, 2012, the Company's vessel-under-construction as well as newly-completed vessels, having a total carrying value of $360,254, have been provided as collateral to secure the long-term debt discussed above.




Total interest incurred on long-term debt for the years ended December 31, 2010, 2011 and 2012 amounted to $9,011, $9,386 and $8,933, respectively, (Note 21) and is included in interest and finance costs in the accompanying consolidated statements of income. Accrued interest expense on long-term debt as of December 31, 2011 and 2012 amounted to $356 and $349, respectively, and is included in accrued and other current liabilities in the accompanying consolidated balance sheets.




The total amount available under the Company's long-term debt agreements was $6,750 as of December 31, 2012.




F-36
 AEGEAN MARINE PETROLEUM NETWORK INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (Expressed in thousands of U.S. dollars –
 except share and per share data, unless otherwise stated)


15.
Long-term Debt: (Continued)




The annual principal payments required to be made after December 31, 2012, are as follows:




Amount2013


144,0422014


18,6732015


18,3682016


18,2682017


132,183331,534




16.
Derivatives and fair value measurements:




The Company uses derivatives in accordance with its overall risk management strategy.  The changes in the fair value of these derivatives are recognized immediately through earnings.  For additional information on our derivatives accounting policy, see Note 2.




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




As of December 31, 2011 and 2012, the Company was committed to the following 15 year interest rate swap arrangement with a call option for the bank to terminate it after 5 years duration, on March 31, 2016:




As of December 31, 2012Interest Rate Index

Principal Amount


Fair Value/Carrying Amount of Liability


Weighted-average remaining term


Fixed Interest RateU.S. Dollar-denominated Interest Rate Swap
Euribor

$
6,631


$
632



13.25



2.35
%





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





F-37
 AEGEAN MARINE PETROLEUM NETWORK INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (Expressed in thousands of U.S. dollars –
 except share and per share data, unless otherwise stated)








16.
Derivatives and fair value measurements: (Continued)




The Company uses fuel pricing contracts to hedge exposure to changes in the net cost of marine fuel purchases. The Company has the right of offset with the counterparty of the fuel pricing contracts, and settles outstanding balances on a monthly basis.  Therefore, these amounts are presented on a net basis in the consolidated balance sheets (on a gross basis: an asset of $182 and a liability of $185 as of December 31, 2012 and an asset of $1,485 and a liability of $266 as of December 31, 2011).




The following table presents information about our derivative instruments measured at fair value and their locations on the consolidated balance sheets:






As of December 31,Balance Sheet Location

2011


2012Fuel pricing contracts
Derivative assets, current


1,219



-Derivative liabilities, current


-



3Interest rate swaps
Derivative liabilities, non-current


385



632Total, net


834



635







The following table presents the effect and financial statement location of our derivative instruments on our consolidated statements of income for the years ended December 31, 2010, 2011 and 2012:




Statements of Income

For the year ended December 31,Income/ (loss)
Location

2010


2011


2012Fuel pricing contracts
Cost of revenue – third-parties


-



375



(10,596
)Interest rate contracts
Interest and finance cost


-



(424
)


(331
)Total



-



(49
)


(10,927
)




F-38
 AEGEAN MARINE PETROLEUM NETWORK INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (Expressed in thousands of U.S. dollars –
 except share and per share data, unless otherwise stated)


16.      Derivatives and fair value measurements: (Continued)




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





Fair value measurements at December 31, 2012Liabilities

Total


Quoted prices in active markets

(Level 1)


Significant other observable inputs

(Level 2)


Significant unobservable inputs

(Level 3)Interest Rate Swap


632



-



632



-Fuel pricing contracts


3



-



3



-Total


635



-



635



-




Fair value measurements at December 31, 2011Assets/ (Liabilities)

Total


Quoted prices in active markets

(Level 1)


Significant other observable inputs

(Level 2)


Significant unobservable inputs

(Level 3)Interest Rate Swap


(385
)


-



(385
)


-Fuel pricing contracts (short)


1,219



-



1,219



-Total


834



-



834



-








Interest rate swaps are valued using pricing models and the Company generally uses similar models to value similar instruments.  Where possible, the Company verifies the values produced by its pricing models to market prices.  The fair value of the interest rate swaps is determined using the discounted cash flow method based on market-based Euribor rates swap yield curves, taking into account current interest rates and the credit worthiness of both the financial institution counterparty and the company. Valuation models require a variety of inputs, including contractual terms, market prices, yield curves, credit spreads, measures of volatility, and correlations of such inputs.





Fuel pricing contracts are valued using quoted market prices of the underlying commodity. The Company evaluates the prices provided through the forward curves to calculate the fair value of the fuel pricing contracts. During the years ended December 31, 2011 and 2012, the Company entered into fuel pricing contracts for 1,015,338 metric tons and 2,636,768 metric tons, respectively.





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


F-39
 AEGEAN MARINE PETROLEUM NETWORK INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (Expressed in thousands of U.S. dollars –
 except share and per share data, unless otherwise stated)


17.
Commitments and Contingencies:




a)
Long-term Supply Contracts:On December 3, 2004, the Company signed an eight-year Fuel Purchase Agreement with a government refinery in Jamaica for the supply of mainly MFO and MGO at a price equal to average PLATTS prices plus a margin. The contract stipulates that the Company and refinery are not required to transact for more than a maximum quantity of marine fuel per month; however, by mutual agreement, the maximum quantity per month may be revised upwards. Invoices become due thirty calendar days from the date of delivery. Interest on overdue payments accrues at a rate equal to the local overdraft rate in Jamaica. On December 30, 2009, an addendum between the two parties was signed, which extends the original agreement until December 31, 2014. On April 1, 2005, the Company signed a ten-year Marine Fuel Supply Service Agreement with the Greek Subcontractor (refer to Note 5).




(b)
Lease Commitments: The Company leases certain property under operating leases, which require the Company to pay maintenance, insurance and other expenses in addition to annual rentals. The minimum annual payments under all noncancelable operating leases at December 31, 2012 are as follows:







2013


14,2622014


13,9522015


13,9532016


12,9362017


12,709Thereafter


162,331Total minimum annual payments under all noncancelable operating leases


230,143





Rent expense under operating leases was $1,897, $4,234 and $7,375 for the years ended December 31, 2010, 2011 and 2012, respectively.







(c)
Standby Letters Of Credit:  In the normal course of business, for certain suppliers, under certain long-term supply contracts, or under certain long-term construction contracts, the Company is required to post standby letters of credit in order to secure lines of credit. As of December 31, 2012, the total outstanding standby letters of credit amounted to $176,705. The Company has not defaulted on payment of any of its accounts payable so as to cause any of the issuers of the standby letters of credit to settle the Company's accounts payable on the Company's behalf. All the standby letters of credit expire during 2013. The Company expects to extend the validity date of these instruments throughout the duration of the Company's contractual or operating relationships with the respective suppliers.




(d)
Letters of Guarantee:Under the Singapore law, the Company is required to issue letters of guarantee for payroll taxes of crew members during their employment. The guarantee extends for the duration of the employment and the Company is required to pay only if the crew member does not meet individual tax obligations. The Company currently does not believe it will be required to make a payment under these guarantees and accordingly has not recorded any liability. The maximum amount the Company could be required to pay as of December 31, 2012 is $676 (or SIN$552), is maintained in fixed deposits and presented in the prepayments and other current assets in the accompanying consolidated balance sheets.




(e)
Environmental and Other Liabilities:The Company accrues for the cost of environmental liabilities when management becomes aware that a liability is probable and is able to reasonably estimate the Company's exposure. Currently, management is not aware of any such claims or contingent liabilities for which a provision should be established in the accompanying 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




F-40
 AEGEAN MARINE PETROLEUM NETWORK INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (Expressed in thousands of U.S. dollars –
 except share and per share data, unless otherwise stated)







17.
Commitments and Contingencies:




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.




Legal Matters
 
 In November 2005, an unrelated party filed a declaratory action against one of the Company's subsidiaries before the First Instance Court of Piraeus, Greece. The plaintiff asserted that he was instrumental in the negotiation of the Company's eight-year Fuel Purchase Agreement with a government refinery in Jamaica and sought a judicial affirmation of his alleged contractual right to receive a commission of $1.00 per metric ton of marine fuel over the term of the contract. In December 2008, the First Instance Court of Piraeus dismissed the plaintiff's action as vague and inadmissible, however the Company appealed that decision on the grounds that there was no contract between the Company and the plaintiff and that the court lacked jurisdiction. While the action was pending in Greece, the plaintiff commenced a new action involving the same cause of action before the Commercial Court of Paris, France, which dismissed that action in June 2009.  The plaintiff's appeal of the dismissal was denied by the Paris Court of Appeal in February 2010.  In January 2012, the plaintiff commenced a new action relating to the same allegations before the Commercial Court of Paris, which was dismissed on June 27, 2012 in favor of the competence and jurisdiction of the Greek courts. In July 2012, the plaintiff filed a "contredit," an appeal procedure under French law. The Company believes that this matter fails for lack of jurisdiction and is unwarranted and lacking in merit.  The Company believes that the outcome of this lawsuit will not have a material effect on its operations and financial position.
  In January 2010, a former director of the Company's Ghanaian subsidiary and a company controlled by him, commenced an action in Ghana against two of the Company's subsidiaries for alleged wrongful termination of such director's directorship and deprivation of an opportunity to hold 70% shares in an oil trading company and 30% shares in a shipping agency allegedly agreed to be formed by the parties. The plaintiffs are seeking payment of office rent for approximately 17 months and damages for breach of trust, extreme mental anguish, pain and suffering, and loss of earnings.  Subsequently, the plaintiffs filed a modified claim seeking to join the Company as a third defendant. In November 2011, the High Court of Justice of Commercial Division in Accra, Ghana, issued its plaintiffs' motion and dismissed same. Although the Company believes that the plaintiffs' claims are unwarranted, the Company is pursuing a final settlement of the dispute which the Company believes will have no material effect on the Company's financial position.


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




18.   Revenues and Cost of Revenues:




The amounts in the accompanying consolidated statements of income are analyzed as follows:




For the Year Ended December 31,2010


2011


2012Sales of marine petroleum products


4,954,599



6,925,582



7,208,440Voyage revenues


7,261



22,775



22,726Other revenues


9,775



17,108



27,794Revenues


4,971,635



6,965,465



7,258,960Cost of marine petroleum products


4,736,066



6,668,622



6,939,636Cost of voyage revenues


6,597



19,251



15,136Cost of other revenues


1,690



1,294



1,539Cost of Revenues


4,744,353



6,689,167



6,956,311





Included in the cost of revenues is depreciation of $1,770, $3,169 and $2,622 for the years ended December 31, 2010, 2011 and 2012, respectively.


F-41
 AEGEAN MARINE PETROLEUM NETWORK INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (Expressed in thousands of U.S. dollars –
 except share and per share data, unless otherwise stated)








19.   Selling and Distribution:





The amounts in the accompanying consolidated statements of income are analyzed as follows:







Year Ended December 31,2010


2011


2012Salaries


51,223



63,247



65,584Depreciation


18,774



17,994



18,896Vessel hire charges


8,430



13,493



16,535Amortization of dry-docking costs


5,805



7,112



7,046Vessel operating expenses


36,663



39,198



38,214Bunkers consumption


23,249



32,709



35,788Storage costs


4,803



7,052



7,821Broker commissions


3,524



4,053



5,032Provision for doubtful accounts


(447
)


61



2,919Other


3,388



7,927



12,401Selling and Distribution expenses


155,412



192,846



210,236





20.   General and Administrative:





The amounts in the accompanying consolidated statements of income are analyzed as follows:




Year Ended December 31,2010


2011


2012Salaries


14,400



14,957



13,401Depreciation


548



592



580Office Expenses


12,555



14,257



15,916General and Administrative expenses


27,503



29,806



29,897





21.   Interest and Finance Costs:





The amounts in the accompanying consolidated statements of income are analyzed as follows:





Year Ended December 31,2010


2011


2012Interest on long-term debt (Note 15)


9,011



9,386



8,933Interest on short-term borrowings (Note 14)


3,639



10,921



13,141Servicing fees on factoring (Note 4)


-



342



1,738Amortization of financing fees (Note 12)


861



1,003



1,037Bank commissions, commitment fees and other charges


4,416



7,097



8,582Interest on lease payments (Note 22)


325



262



175Capitalized interest (Note 8 and 9)


(901
)


(1,147
)


(2,414
)Total


17,351



27,864



31,192





F-42
 AEGEAN MARINE PETROLEUM NETWORK INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (Expressed in thousands of U.S. dollars –
 except share and per share data, unless otherwise stated)


22.
Capital Leases:





The Company leases Barge PT 22 under a capital lease, with a gross amount capitalized of $4,778 and accumulated depreciation of $720 as at December 31, 2012.




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 December 31, 2012, are as follows:




Amount2013


1,2672014


422Total minimum lease payments


1,689Less: imputed interest


(92
)Present value of minimum lease payments


1,597Current portion of capitalized lease obligations


1,182Long-term capitalized lease obligations

$
415








23.   Equity Incentive Plan:





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




On November 2, 2006, the Company's Board of Directors adopted the 2006 Equity Incentive Plan ("2006 Plan"), under which the Company's officers, key employees and directors are eligible to receive stock-based incentive awards including nonvested stock, nonvested stock units (with or without dividend equivalents), unrestricted stock, at-the-money nonqualified stock options and stock appreciation rights. The 2006 Plan is administered by the Compensation Committee of the Company's board of directors and the aggregate number of shares of common stock reserved under this plan is 4,053,500. The Company's board of directors may terminate the 2006 Plan at any time. The 2006 Plan expires ten years from the date of adoption.




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




The following table summarizes the status of the Company's non-vested shares outstanding for the years ended December 31, 2011 and 2012:




Nonvested Stock


Weighted Average Grant Date Market PriceAt December 31, 2010


466,710



25.52Granted


487,450



7.26Vested


(121,086
)


20.02At December 31, 2011


833,074



15.64Granted


373,000



7.31Vested


(194,087
)


25.73Forfeited


(16,835
)


21.60At December 31, 2012


995,152



10.44







The total fair value of shares vested during the years ended December 31, 2010, 2011 and 2012 were $2,570, $847 and $983, respectively based on the closing share price at each vesting date.




F-43
 AEGEAN MARINE PETROLEUM NETWORK INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (Expressed in thousands of U.S. dollars –
 except share and per share data, unless otherwise stated)












23.
Equity Incentive Plan: (Continued)




Total compensation cost of $4,084, $3,963 and $4,406 was recognized and included under general and administrative expenses in the accompanying consolidated statements of income for the years ended December 31, 2010, 2011 and 2012, respectively.




As of December 31, 2012, there was $4,449 of total unrecognized compensation cost related to non-vested share-based compensation awards. This unrecognized compensation cost at December 31, 2012, is expected to be recognized as compensation expense over a weighted average period of 1.7 years as follows:




Amount2013


3,0182014


1,3302015


982016


34,449







24.   Common Stock, Treasury Stock and Additional Paid-In Capital:




Authorized Capital




Aegean was formed on June 6, 2005, under the laws of the Marshall Islands. Aegean's authorized common and preferred stock since inception consisted of 100,000,000 common shares (all in registered form), par value $0.01 per share and 25,000,000 preferred shares (all in registered form), par value $0.01 per share. The holders of the common shares are entitled to one vote on all matters submitted to a vote of stockholders and to receive all dividends, if any. The Company's board of directors shall have the authority to establish such series of preferred stock and with such designations, preferences and relative, participating, optional or special rights and qualifications, limitations or restrictions as shall be stated in the resolutions providing for the issue of such preferred stock.




Share Issuance and Repurchase




On June 8, 2005, Aegean issued 30,472,827 common shares (as restated for the split-ups of common stock, described below), with a $0.01 par value per share, to Leveret and Leveret contemporaneously contributed its direct and indirect ownership in the companies described in Note 1 to Aegean.




On October 3, 2005, Aegean acquired from Leveret 8% of the total then-issued and outstanding common stock of Aegean, representing the entire interests in Leveret of members of Mr. Dimitris Melisanidis' family (other than Mr. Melisanidis himself) for a price of $35,000. Those shares were cancelled upon repurchase, in accordance with a resolution of the board of directors of Aegean.  The repurchased shares represented the entirebeneficial ownership of those members of Mr. Melisanidis' family. The excess of the purchase price over the par value of the acquired shares was reflected first as a deduction from additional paid-in capital and, upon exhaustion of the balance of additional paid-in capital, as a deduction from retained earnings.




Initial Public Offering




In December 2006, the Company completed its initial public offering in the United States under the United States Securities Act of 1933, as amended. In this respect, 14,375,000 shares of common stock at par value $0.01 were issued for $14.00 per share. The proceeds of the initial public offering, net of underwriting commissions of $14,088, and net of offering expenses of $1,953, amounted to $185,209.




F-44
 AEGEAN MARINE PETROLEUM NETWORK INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (Expressed in thousands of U.S. dollars –
 except share and per share data, unless otherwise stated)







24.
Common Stock, Treasury Stock and Additional Paid-In Capital: (Continued)




Public offering




On January 27, 2010, the Company completed a public offering in the United States under the United States Securities Act. In this respect, 4,491,900 shares of common stock at par value $0.01 were issued for $32.75 per share. The proceeds of the public offering, net of underwriting commissions of $7,355 and net of issuance cost of $707 amounted to $139,047.




Treasury stock




On May 17, 2010, the Company's Board of Directors approved a plan to purchase 1,000,000 shares from Mr. Dimitris Melisanidis.  These shares were purchased on May 21, 2010, for an aggregate purchase price of $24,680, which has been recorded as Treasury Stock  in the accompanying consolidated balance sheets.




On July 20, 2011, the Company's Board of Directors approved a share repurchase program for up to 2,000,000 shares of the Company's common stock. The Board will review and may choose to renew the program after a period of 12 months. The Company under this program repurchased 967,639 shares during 2011 for an aggregate purchase price of $4,628 and 4,000 shares during 2012 for an aggregate purchase price of $19 which have been recorded as Treasury Stock in the accompanying consolidated balance sheets.




Preferred Share Purchase Rights




In August 2009, the Company authorized and declared a dividend distribution of one preferred share purchase right (a "Right") on each outstanding share of its common stock.  The dividend distribution was made to shareholders of record as of August 14, 2009.  The rights will separate from the common stock and become exercisable upon the earlier of (i) ten days following the public announcement or disclosure that a person or group (an "Acquiring Person") has acquired beneficial ownership, or obtained the right to acquire, 15 percent or more of the outstanding common stock or (ii) ten business days following the commencement of, or the announcement of an intention to make, a tender offer or exchange offer, the consummation of which would result in such a group or person becoming an Acquiring Person (the "Distribution Date").  On the Distribution Date, each Right holder will be entitled to purchase for $100 (the "Exercise Price") one one-thousandth of a share of a new series of junior participating preferred stock.  In the event that an Acquiring Person acquires more than 15 percent of the outstanding common stock, each Right holder (except the Acquiring Person) will be entitled to purchase at the Exercise Price, shares of common stock having a market value equal to twice the Exercise Price. Any time after the date an Acquiring Person obtains more than 15 percent of the outstanding common shares and before that Acquiring Person acquires more than 50 percent of the outstanding common shares, the Company may exchange each Right owned by all other Rights holders, in whole or in part, for one common share.  The Rights expire on the earliest of (i) August 14, 2019 or (ii) the redemption of the Rights by the Company or (iii) the exchange of the Rights as described above. The Company can redeem the Rights at any time on or prior to the earlier of the tenth business day following the public announcement that a person has acquired ownership of 15 percent or more of the outstanding common shares, or August 14, 2019. The Rights do not have any voting rights. The Rights have the benefit of certain customary anti-dilution protections.  As of December 31, 2012, no such events had occurred, and no rights have been exercised.




Dividends




The Company declared and paid dividends of $1,878, $1,864 and $1,860 during the years ended December 31, 2010, 2011 and 2012, respectively.




F-45
 AEGEAN MARINE PETROLEUM NETWORK INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (Expressed in thousands of U.S. dollars –
 except share and per share data, unless otherwise stated)


24.
Common Stock, Treasury Stock and Additional Paid-In Capital: (Continued)




Additional Paid in Capital




The amounts presented in the accompanying consolidated balance sheets as additional paid-in capital comprise (i) payments made by the stockholders at various dates to finance vessel acquisitions in excess of the amounts of bank loans obtained and advances for working capital, (ii) the estimated value of certain incidental employee services provided to the Company by certain related companies for no consideration, (iii) an allocation of costs for office services historically shared with and the use of office equipment owned by related companies, and (iv) the difference between the par value of the shares issued in the initial and the secondary public offerings the net proceeds obtained for those shares.




25.       Earnings Per Common Share:




The computation of basic earnings per share is based on the weighted average number of common shares outstanding during the year using the two-class method. The computation of diluted earnings per share assumes the granting of non-vested share-based compensation awards (refer to Note 23), for which the assumed proceeds upon grant are deemed to be the amount of compensation cost attributable to future services and not yet recognized using the treasury stock method, to the extent dilutive. At December 31, 2011 and 2012 the Company excluded 833,074 non vested share awards and 995,152 non vested share awards as anti-dilutive. No anti-dilutive share awards existed at December 31, 2010. Non-vested share-based payment awards that contain rights to receive non forfeitable dividends or dividend equivalents (whether paid or unpaid) and participate equally in undistributed earnings are participating securities, and thus, are included in the two-class method of computing earnings per share.




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




Year Ended December 31,2010


2011


2012Net and diluted income

$
18,733


$
10,228


$
20,077Less: Dividends declared and undistributed earnings allocated to unvested shares


(171
)


(143
)


(396
)Basic incomeavailable to common stockholders

$
18,562


$
10,085


$
19,681Basic weighted average numberof common shares outstanding


46,295,973



45,979,761



45,473,360Add: Dilutive effect of non-vested shares


149,526



-



-Diluted weighted average numberof common shares outstanding


46,445,499



45,979,761



45,473,360Basic earnings per common share

$
0.40


$
0.22


$
0.44Diluted earnings per common share

$
0.40


$
0.22


$
0.44





F-46
 AEGEAN MARINE PETROLEUM NETWORK INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (Expressed in thousands of U.S. dollars –
 except share and per share data, unless otherwise stated)





26.       Income Taxes:




The Company operates through its subsidiaries, which are subject to several tax jurisdictions, as follows:




a)
Marshall Islands




The Company is incorporated in the Marshall Islands. Under current Marshall Islands law, the Company is not subject to tax on income or capital gains.




b)
Republic of Liberia




The principal operating entity of the Company, AMP, is incorporated in the Republic of Liberia. Under regulations promulgated by the Liberian Ministry of Finance, because AMP is considered a non-resident domestic corporation, it is not required to pay any tax or file any report or return with the Republic of Liberia in respect of income derived from its operations outside of the Republic of Liberia. The Liberian Ministry of Justice has issued an opinion that these regulations are valid.




c)
Greece




AMP has a branch office established in Greece. Under the laws of Greece, and in particular Greek Law 3427/2005 which amended, replaced and supplemented provisions of Law 89/1967 as of January 1, 2006, AMP is taxed on a cost plus basis, 5% for the period 2006 to 2010 and 5.42% for the period 2011 to 2015, on expenses incurred by its branch office in Greece. AMP's income, as calculated by applying the 5% or 5.42% profit margin, as applicable, is subject to Greek corporate income tax at the rate of 24% for fiscal year 2010 and 20% for the fiscal year 2011 and 2012. All expenses to which the profit margin applies are deducted from gross income for Greek corporate income tax purposes. Furthermore, AMP is exempt from Greek other tax, charge or contribution in favor of the Greek State or any third-party, on income derived from all its transactions worldwide in petroleum products, lubricants and similar commodities, the object of which lies outside of Greece.




d)
United States




A foreign corporation which is engaged in a trade or business in the United States will be subject to corporate income tax and branch profits tax at a combined rate of up to 54.5% on its income which is effectively connected with its United States trade or business, or Effectively Connected Income.




Income from the sale of property outside the United States by a foreign corporation will be treated as Effectively Connected Income if the corporation has a fixed place of business in the United States to which such income is attributable, unless (1) the property is sold for use, consumption or disposition outside the United States, and (2) the taxpayer has a fixed place of business in a foreign country which materially participates in the sale.




While the Company has a place of business in the United States, the Company believes that none of its income would be treated as Effectively Connected Income under the rules discussed above. Specifically, the Company anticipates that (1) all of its sales of petroleum products will occur outside the United States; (2) such products will be sold for use, consumption or disposition outside the United States, and (3) one of the Company's foreign offices will materially participate in such sales. Therefore, the Company anticipates that none of its income will be subject to United States federal income tax on a net basis.




e)
Belgium




The Company has trade activities in Belgium through its subsidiary ABAS and its new acquisition of the Aegean NWE Business (Note 3), both incorporated in Belgium and subject to Belgian income taxes.




F-47
 AEGEAN MARINE PETROLEUM NETWORK INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (Expressed in thousands of U.S. dollars –
 except share and per share data, unless otherwise stated)


26.
Income Taxes: (continued)




The components of the ABAS's (expense)/benefit for income taxes are as follows:




Year Ended December 31,2010


2011


2012Current tax expense


(90
)


(187
)


(75
)Deferred tax benefit/ (expense)


1,450



547



(241
)Income tax benefit/ (expense)


1,360



360



(316
)Effective tax rateReconciliation


(40.33
%)


(31.72
%)


80.00
%





The reconciliation between the statutory tax benefit/ (expense) in Belgium on results of ABAS from continuing operations to the income tax benefit/ (expense) recorded in the financial statements is as follows:





Year Ended December 31,2010


2011


2012Income tax benefit/ (expense) on result before tax at statutory rate


1,386



366



(114
)Effect of permanent differences


(26
)


(6
)


(202
)Total tax benefit/ (expense)Reconciliation


1,360



360



(316
)




Deferred income taxes are the result of provisions of the tax laws that either require or permit certain items of income or expense to be reported for tax purposes in different periods than they are reported for financial reporting. The tax effects of temporary differences that give rise to the deferred tax asset are as follows:




Year Ended December 31,2010


2011


2012Deferred tax assets:Carryforward of notional interest deduction


35



55



54Tax carryforward losses


1,725



2,252



2,223Investment tax incentive


458



458



447Total deferred taxes, net


2,218



2,765



2,524




The components of the Verbeke Business' (expense)/benefit for income taxes are as follows:




Year Ended December 31,2010


2011


2012Current tax expense


(1,805
)


(5,177
)


(3,370
)Deferred tax expense


(85
)


(225
)


(187
)Income tax expense


(1,890
)


(5,402
)


(3,557
)Effective tax rateReconciliation


31.85
%


34.69
%


34.32
%





F-48
 AEGEAN MARINE PETROLEUM NETWORK INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (Expressed in thousands of U.S. dollars –
 except share and per share data, unless otherwise stated)


26.       Income Taxes: (Continued)





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





Year Ended December 31,2010


2011


2012Income tax on profit before tax at statutory rate


(1,902
)


(5,090
)


(3,472
)Effect of permanent differences


12



(312
)


(85
)Total tax expenseReconciliation


(1,890
)


(5,402
)


(3,577
)




Deferred income taxes are the result of provisions of the tax laws that either require or permit certain items of income or expense to be reported for tax purposes in different periods than they are reported for financial reporting. The tax effects of temporary differences that give rise to the deferred tax asset and liability are as follows:




Year Ended December 31,2010


2011


2012Deferred tax assets:Tax carry forward losses


-



48



-Total deferred tax assets, net


-



48



-Deferred tax liabilities:Revaluation of Aegean NWE fixed assets


2,669



2,906



3,045Total deferred tax liabilities, net


2,669



2,906



3,045




In the accompanying balance sheets, the deferred income tax assets are included in the non-current assets of $2,813 and $2,524 as of December 31, 2011 and 2012, respectively. Deferred tax liabilities are presented in the non-current liabilities of $2,906 and $3,045 as at December 31, 2011 and 2012, respectively. Of the $2,524 income tax benefit at December 31, 2012 that are carryforwards, the $54 will expire in 2018, if unused. The remaining balance does not expire. As of and for the years ended December 31, 2011 and 2012, the Company has not recorded a valuation allowance.




f)
Canada




In July 2008, the Company completed the acquisition of ICS, a marine fuel logistics company incorporated in Canada.  ICS is subject to Canadian income taxes.




The components of ICS's (expense)/benefit for income taxes are as follows:




Year Ended December 31,2010


2011


2012Current tax expense


(1,631
)


(356
)


(249
)Deferred tax expense


-



-



-Income tax provision


(1,631
)


(356
)


(249
)Effective tax rateReconciliation


16.68
%


11.26
%


11.28
%





F-49
 AEGEAN MARINE PETROLEUM NETWORK INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (Expressed in thousands of U.S. dollars –
 except share and per share data, unless otherwise stated)





26.       Income Taxes: (Continued)





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





Year Ended December 31,2010


2011


2012Income tax on profit before tax at statutory rate


(2,631
)


(884
)


(616
)Effect of permanent differences


1,000



528



367Total tax expenseReconciliation


(1,631
)


(356
)


(249
)




g)
Other




Generally, under the laws of the countries of the vessel-owning companies' and the Manager's incorporation and/or vessels' registration, the vessel-owning companies and the Manager were not subject to tax on shipping income. However, the vessel-owning companies are subject to registration and tonnage taxes, which have been included in other operating expenses in the accompanying consolidated statements of income.




At December 31, 2012, the Company does not have any uncertain tax filing positions. As a result, the Company has included all of its tax benefits in its disclosure of future income tax assets and liabilities, as discussed above. There are no significant changes to this assessment of uncertain tax filing positions anticipated within the next 12 months.




The Company recognizes accrued interest and penalties related to unrecognized tax benefits as a component of income tax expense. During the years ended December 31, 2011 and 2012, the Company did not recognize any interest or penalties.




The Company files income tax returns in the Canadian federal jurisdiction and various provincial jurisdictions, as well as the Belgian federal jurisdiction. In the normal course of business, the Company is subject to examination by taxing authorities. Open tax years in Canada range from 2008 to 2012 and in Belgium for ABAS from 2010 to 2012 and for Aegean NWE from 2010 to 2011. However, upon examination in subsequent years, if net operating loss carry forwards and tax credit carry forwards are utilized, the Canadian and Belgian jurisdictions can reduce net operating loss carry forwards and tax credit carry forwards utilized in the year being examined if they do not agree with the carry forward amount. As of December 31, 2012, the Company was not under audit in the Canadian or Belgian taxing jurisdictions.




27.       Business Segments and Geographical Information:




The Company is primarily a physical supplier in the downstream marine petroleum products industry. Marine petroleum products mainly consist of different classifications of marine fuel oil, marine gas oil and lubricants.




The Company cannot and does not identify expenses, profitability or other financial performance measures by type of marine petroleum product supplied, geographical area served, nature of services performed or on anything other than on a consolidated basis (although the Company is able to segregate revenues on these various bases). As a result, management, including the chief operating decision maker, reviews operating results on a consolidated basis only. Therefore, the Company has determined that it has only one operating segment.




The Company is domiciled in the Marshall Islands but provides no services in that location.  It is impracticable to disclose revenues from external customers attributable to individual foreign countries because where the




F-50
 AEGEAN MARINE PETROLEUM NETWORK INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (Expressed in thousands of U.S. dollars –
 except share and per share data, unless otherwise stated)







27.
Business Segments and Geographical Information: (Continued)




customer is invoiced is not necessarily the country of domicile.  In addition, due to the nature of the shipping industry, where services are provided on a worldwide basis, the country of domicile of the customer does not provide useful information regarding the risk that this disclosure is intended to address.




The Company's long-lived assets mainly consist of bunkering tankers, which are positioned across the Company's existing territories and which management, including the chief operating decision maker, reviews on a periodic basis and reposition among the Company's existing or new territories to optimize the vessel per geographical territory ratio. The Company's vessels operate within or outside the territorial waters of each geographical location and, under international law, shipping vessels usually fall under the jurisdiction of the country of the flag they sail. The Company's vessels are not permanently located within particular territorial waters and the Company is free to mobilize all its vessels worldwide at its own discretion.




28.   Subsequent Events:




Sale of vessel: On February 2, 2013, the Company completed the sale and delivered the vessel Aegean Tulip, a 4,853 dwt double-hull bunkering tanker, to a third-party purchaser. The vessel was sold for $1,700, resulting in a loss of approximately $630.




Sale of floating storage facility: On February 26, 2013, the Company completed the sale and delivered the floating storage Aeolos, a 84,040 dwt double-hull bunkering tanker, to a third-party purchaser. The vessel was sold for $6,250, resulting in a loss of approximately $2,630.




Loan agreement: On March 11, 2013, the Company signed an agreement for a credit facility of $73,500 for financing the construction of the new oil terminal in Fujairah. The loan is repayable in quarterly installments starting from March 31, 2014 and terminates on December 31, 2017. The interest rate is calculated based on LIBOR plus margin of 5.25%.




Transfer of ownership of Aegean Oil Terminals: On February 25, 2013, the Company sold its controlling interest in the Panama storage facilities to a third-party purchaser for an amount of $9,702.










F-51