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 1934
OR
[X]	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended December 31, 2015
OR
[  ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from _________________ to _________________
OR
[  ]	SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	Date 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, 185 45 Piraeus, Greece

(Address of principal executive offices)

E. Nikolas Tavlarios, Tel: (212) 430-1098, investor@ampni.com,

299 Park Avenue, New York, New York 10171

(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 registered
Common stock, par value $0.01 per share		New York Stock Exchange
Preferred 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)

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.

As of December 31, 2015, there were 49,410,853 shares of common stock, par value $0.01 per share, outstanding.

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  ☐

Accelerated filer  ☒

Non-accelerated filer  ☐

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

X		U.S. GAAP
		International Financial Reporting Standards as issued by the international Accounting Standards Board
		Other

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 I		3
ITEM 1.	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS	3
ITEM 2.	OFFER STATISTICS AND EXPECTED TIMETABLE	3
ITEM 3.	KEY INFORMATION	3
ITEM 4.	INFORMATION ON THE COMPANY	18
ITEM 4A.	UNRESOLVED STAFF COMMENTS	34
ITEM 5.	OPERATING AND FINANCIAL REVIEW AND PROSPECTS	34
ITEM 6.	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	52
ITEM 7.	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	55
ITEM 8.	FINANCIAL INFORMATION	59
ITEM 9.	OFFER AND THE LISTING	60
ITEM 10.	ADDITIONAL INFORMATION	61
ITEM 11.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	69
ITEM 12.	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	70
PART II		71
ITEM 13.	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	71
ITEM 14.	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	71
ITEM 15.	CONTROLS AND PROCEDURES	71
ITEM 16A.	AUDIT COMMITTEE FINANCIAL EXPERT	72
ITEM 16B.	CODE OF ETHICS	72
ITEM 16C.	PRINCIPAL ACCOUNTING FEES AND SERVICES	73
ITEM 16D.	EXEMPTIONS FROM LISTING STANDARDS FOR AUDIT COMMITTEES	73
ITEM 16E.	PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASES	73
ITEM 16F.	CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT	73
ITEM 16G.	CORPORATE GOVERNANCE	73
ITEM 16H.	MINE SAFETY DISCLOSURE	73
PART III		74
ITEM 17.	FINANCIAL STATEMENTS	74
ITEM 18.	FINANCIAL STATEMENTS	74
ITEM 19.	EXHIBITS	74

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.

We desire to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and are 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," "will," "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 that 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:

·

the strength of the world economies and currencies;

·

general market conditions, including conditions in the shipping or the marine fuel supply industries;

·

our future operating or financial results;

·

the availability of financing and refinancing;

·

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;

·

our future, pending or recent acquisitions, business strategy, areas of possible expansion, and expected capital spending or operating expenses;

·

our ability to manage our growth;

·

our ability to successfully consummate, integrate, and realize the expected benefits from acquisitions;

·

our ability to maintain our business in light of our proposed business and location expansion;

·

planned capital expenditures and availability of capital resources to fund capital expenditures;

·

our future payment of dividends and the availability of cash for payment of dividends;

·

the outcome of legal, tax or regulatory proceedings to which we may become a party;

·

our ability to retain our key suppliers and key customers;

·

our contracts and licenses with governmental entities remaining in full force and effect;

·

competition within our industry;

·

compliance or lack of compliance with various environmental, tax, safety and other applicable laws and regulations;

·

our ability to collect accounts receivable;

·

general domestic and international political conditions;

·

changes in economic or regulatory conditions in the markets in which we operate, and the world in general;

·

corruption, piracy, militant activities, political instability, terrorism, and ethnic unrest in locations where we may operate;

·

our level of indebtedness;

·

the failure of counterparties to fully perform their contracts with us;

·

our ability to attract and retain senior management and other key employees;

·

our failure to hedge certain financial risks associated with our business;

·

uninsured losses; our ability to maintain our current tax treatment;

·

effects of new products and new technology in our industry;

·

our ability to comply with the restrictive and other covenants in our financing arrangements;

·

our levels of operating and maintenance costs;

·

increases in interest rates;

·

adequacy of insurance coverage;

·

other important factors described from time to time in our filings with the U.S. Securities and Exchange Commission, or the SEC.

These factors and the other risk factors described in this report are not necessarily all of the important factors that could cause actual results or developments to differ materially from those expressed in any of our forward-looking statements. Other unknown or unpredictable factors also could harm our results. Consequently, there can be no assurance that actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, us. These forward looking statements are not guarantees of our future performance, and actual results and developments may vary materially from those projected in the forward looking statements. Given these uncertainties, prospective investors are cautioned not to place undue reliance on such forward-looking statements. We undertake no obligation, and specifically decline any obligation, except as required by law, to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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

The following tables set forth our selected historical consolidated financial information and other data as of and for the periods indicated, which has been derived from our historical audited consolidated financial statements. The selected consolidated financial and other data set forth below should be read in conjunction with "Item 5. Operating and Financial Review and Prospects" and our consolidated financial statements, together with the notes thereto, which are included herein. Our audited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States, or U.S. GAAP, and are maintained in U.S. dollars.

		For the year ended December 31,
		2015				2014				2013				2012				2011
		(in thousands of U.S. dollars, except for share and per share data which are presented in U.S. dollars)
REVENUES:
Revenues—third-parties			4,211,596				6,625,244				6,303,105				7,207,813				6,910,348
Revenues—related companies			20,058				36,557				31,624				51,147				55,117
Total Revenues			4,231,654				6,661,801				6,334,729				7,258,960				6,965,465
COST OF REVENUES:
Cost of revenues—third-parties			3,762,688				5,971,819				5,621,408				6,496,327				6,284,179
Cost of revenues—related companies			137,137				352,888				427,329				459,984				404,988
Total Cost of Revenues			3,899,825				6,324,707				6,048,737				6,956,311				6,689,167
GROSS PROFIT			331,829				337,094				285,992				302,649				276,298
OPERATING EXPENSES:
Selling and distribution			205,078				220,830				201,597				210,236				192,846
General and administrative			43,318				38,099				29,727				29,897				29,806
Amortization of intangible assets			1,421				3,323				1,603				1,505				1,461
Loss on sale of vessels, net			130				12,864				4,312				5,966				8,682
Impairment charge			5,308				4,062				-				-				-
Total operating expenses			255,255				279,178				237,239				247,604				232,795
Operating income			76,574				57,916				48,753				55,045				43,503
OTHER INCOME/(EXPENSE):
Interest and finance costs			(37,608	)			(33,898	)			(28,073	)			(31,192	)			(27,864	)
Interest income			52				117				75				123				57
Gain on sale of subsidiary, net			-				-				4,174				-				-
Foreign exchange gains/(losses), net			308				(6,032	)			1,123				3,786				1,440
Other expenses			-				-				-				(1,191	)			-
Total other expenses			(37,248	)			(39,813	)			(22,701	)			(28,474	)			(26,367	)
Income before income taxes			39,326				18,103				26,052				26,571				17,136
Income taxes			(3,446	)			(464	)			978				(4,122	)			(5,428	)
Net income			35,880				17,639				27,030				22,449				11,708
Net Income/(loss) attributable to non-controlling interest			-				49				(33	)			2,372				1,480
Net Income attributable to AMPNI shareholders			35,880				17,590				27,063				20,077				10,228
Basic and diluted earnings per common share			0.73				0.37				0.58				0.44				0.22
Weighted average number of shares, basic			47,271,582				46,271,716				45,667,249				45,473,360				45,979,761
Weighted average number of shares, diluted			47,271,582				46,271,716				45,667,249				45,473,360				45,979,761
Dividends declared and paid per share			0.08				0.05				0.04				0.04				0.04

		As of and for the Year Ended December 31,
		2015				2014				2013				2012				2011
		(in thousands of U.S. dollars, unless otherwise stated)
Balance Sheet and Cash Flow Data:
Cash and cash equivalents			139,314				129,551				62,575				77,246				68,582
Total assets			1,456,656				1,488,315				1,616,185				1,431,843				1,472,438
Total debt			716,660				740,880				783,317				653,286				706,916
Total liabilities			835,130				920,899				1,072,439				927,325				992,896
Common stock			514				502				492				486				482
Number of shares outstanding			49,410,853				48,271,353				47,272,020				46,581,399				46,229,231
Total AMPNI stockholders' equity			621,526				567,416				543,455				500,666				478,062
Net cash provided by / (used in) operating activities			49,727				182,206				40,583				123,519				(44,865	)
Net cash used in investing activities			(7,614	)			(59,494	)			(181,821	)			(58,162	)			(45,589	)
Net cash (used in)/provided by financing activities			(28,254	)			(50,280	)			125,978				(57,127	)			73,169
Other Financial Data:
Gross spread on marine petroleum products (1)			302,052				304,545				256,724				268,804				256,960
Gross spread on lubricants (1)			5,210				2,948				3,914				3,077				1,965
Gross spread on marine fuel (1)			296,842				301,597				252,810				265,727				254,995
Gross spread per metric ton of marine fuel sold (in U.S. dollars) (1)			22.0				26.6				25.4				25.0				24.0
EBITDA (2)			110,806				82,019				83,231				86,448				73,791
Operating Data:
Sales volume of marine fuel (metric tons) (3)			13,482,478				11,332,385				9,941,061				10,620,864				10,646,271
Number of markets served, end of year (4)			31				29.0				27.0				20.0				19.0
Number of owned and operated bunkering vessels, end of year (5)			49.0				48.0				51.0				56.0				58.0
Average number of owned and operated bunkering vessels (5)(6)			48.8				50.2				53.8				57.9				56.3
Special purpose vessels, end of year (7)			1.0				1.0				1.0				1.0				1.0
Number of operating storage facilities, end of year (8)			12.0				14.0				14.0				8.0				8.0

(1)

For the definition and calculation of gross spread on marine petroleum products and a reconciliation to U.S. GAAP measures, please see "Item 5. Operating and Financial Review and Prospects—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."

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

(3)	The sales volume of marine fuel is the volume of sales of marine fuel oil, or MFO, and marine gas oil, or 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 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. The number of markets served includes our operations in the Greece (Piraeus and Patra), Gibraltar, United Arab Emirates (Fujairah, Khor Fakkan), Northern Europe (the Antwerp-Rotterdam-Amsterdam region, or the ARA region, and Belgium), West Africa (beginning in January 2008 and until December 2012), Jamaica, Singapore, Canada (Vancouver and Montreal), United Kingdom (Portland until September 2015 and French Atlantic), Southern Caribbean (Trinidad and Tobago), Morocco (Tanger-Med), Canary Islands (Las Palmas and Tenerife beginning in June 2011), Panama, Hong Kong (from September 2012 until June 2013), Spain (Barcelona and Algeciras, beginning in April 2013 and August 2013, respectively), the U.S. East and West Coasts (beginning in December 2013 and December 2014, respectively), the Gulf of Mexico (beginning in December 2014), Germany (beginning in January 2015) and Russia (beginning in January 2015).

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

(8)

This figure includes our Aframax tanker, the Leader, which we used as a floating storage facility in the United Arab Emirates until it was sold on September 5, 2014. We used our Panamax tankers, the Fos II and Aeolos, as storage facilities until April 2011 and February 2013, respectively, when the vessels were sold. In 2010, we also acquired another barge, the Tapuit, which operated in Northern Europe until it was sold during March 2015. 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 had an on-land storage facility in Portland (United Kingdom) until its closure in September 2015. We currently operate on-land storage facilities in the Canary Islands, United Arab Emirates, Morocco, Panama, the United States, Germany and Spain. The ownership of 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 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 risks that we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations. Any of these risks may have a material adverse effect on our business, financial condition, results of operations and cash flows and the trading price of our securities could decline.

Risk Factors Relating to Our Company

A renewed contraction or worsening of the global credit markets and economic conditions 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 volatility following 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 economic factors may have a material adverse effect on our ability to expand our business.

Further, as a result of the economic downturn in Greece resulting from the sovereign debt crisis and the related austerity measures implemented by the Greek government, our operations in Greece may be subjected to new regulations that may require us to incur new or additional compliance or other administrative costs and may require that we pay to the Greek government new taxes or other fees. Furthermore, changes in the Greek government and potential shifts in its policies may undermine Greece's political and economic stability, which may adversely affect our operations located in Greece. We also face the risk that strikes, work stoppages, civil unrest and violence within Greece may disrupt our shoreside operations located in Greece.

Our future growth depends on a number of additional factors, 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, or other assets or businesses 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 our 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. Competitive conditions in the markets that we may consider for future expansion may also 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 the covenants contained in our debt agreements.

Certain of our credit facilities, which are secured by mortgages on our vessels or other assets, 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 amount of liquidity and a minimum liquidity ratio; (iv) a maximum ratio of total liabilities to total assets; and (v) a minimum working capital.

A breach of any of these, or other, covenants in our debt agreements would prevent us from borrowing additional money under our credit facilities and could constitute 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, may provide 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 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. In the past, we have not been in compliance with some of the financial covenants in our credit facilities and have obtained waivers from our lenders for such non-compliance.

Furthermore, certain of our debt agreements contain cross-default provisions that may be triggered by a default under one of our other debt agreements. A cross default provision means that a default on one loan would result in a default on certain of our other loans. The occurrence of any event of default, or our inability to obtain a waiver from our lenders in the event of a default, could result in certain or all of our indebtedness being accelerated or the foreclosure of the liens on our vessels by our lenders as described above. 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 waivers of or amendments to our credit facilities that we have obtained, or may obtain in the future, 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. Our lenders may also 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. See "Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources.

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

As of December 31, 2015, we were in compliance with all of the financial covenants contained in our credit facilities.

Restrictive covenants in our credit facilities impose operating restrictions on us 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 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 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 or at all. This may prevent us from taking actions that are in our security holders' best interest.

We may not have the ability to raise the funds necessary to pay interest on our 4.00% Convertible Unsecured Senior Notes due 2018, to repurchase the notes upon a fundamental change or to settle conversions of the notes in cash. We may also be restricted from satisfying our obligations upon the occurrence of a fundamental change.

Our 4.00% Convertible Unsecured Senior Notes due 2018 bear interest semi-annually at a rate of 4.00% per year. In addition, in certain circumstances, we are obligated to pay additional interest or special interest on the notes. If a fundamental change occurs, holders of the notes may require us to repurchase all or a portion of their notes in cash. The terms of our credit facilities may also restrict our ability to repurchase all or a portion of the notes upon a fundamental change in certain circumstances. The occurrence of certain events that constitute a fundamental change also constitute an event of default under some of our credit agreements. Furthermore, upon conversion of any notes, unless we elect (or are required) to deliver solely shares of our common stock to settle the conversion (excluding cash in lieu of delivering fractional shares of our common stock), we must make cash payments in respect of the notes. Any of the cash payments described above could be significant, and we may not have enough available cash or be able to obtain financing so that we can make such payments when due. If we fail to pay interest on the notes, repurchase the notes when required or deliver the consideration due upon conversion, we will be in default under the indenture which governs the notes.

In the event the conditional conversion feature of our 4.00% Convertible Unsecured Senior Notes due 2018 is triggered, holders of such notes will be entitled to convert such notes at any time during specified periods at their option. Even if holders do not elect to convert their notes, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the notes as a current rather than long-term liability, which would result in a material reduction of our net working capital.

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.

Our business strategy is based in part upon the expansion of our business to new, or within existing, markets. In order to fund future vessel acquisitions, expansion into new and existing 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 equity securities in the public or private markets. Use of cash for the above described 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. 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 funds for such purposes could impact our results of operations and financial condition. The issuance of additional equity securities would dilute your interest in us and reduce dividends payable to our shareholders. 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.

In addition, we will incur significant maintenance costs for our fleet. 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, not including any unexpected repairs. We estimate the cost to drydock a vessel to be between $0.2 million and $1.2 million, depending on the size and condition of the vessel and the location of drydocking.

If we do not generate or reserve enough cash flow from operations to pay for our capital expenditures, we may need to incur additional indebtedness or enter into alternative financing arrangements, which may be on terms that are unfavorable to us.  If we are unable to fund our obligations or to secure financing, it would have a material adverse effect on our results of operations.

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 opportunities.

As part of our growth strategy, we intend to explore acquisition and co-operation opportunities of marine fuel supply and complementary businesses. Business acquisitions and co-operation opportunities, such as these, could expose us to additional business and operating risks and uncertainties, including:

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the ability to effectively integrate and manage acquired businesses and assets;

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the ability to realize our investment in the acquired businesses and assets;

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

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

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the potential loss of key employees of the acquired businesses;

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

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exposure to unknown liabilities.

Growing any business by acquisition presents numerous risks, such as undisclosed liabilities and obligations, difficulty in obtaining additional qualified personnel, managing relationships with customers and suppliers and integrating newly acquired operations into existing infrastructures. For example, in December 2014, we filed a breach of contract claim against Hess Corporation (NYSE: HES), or Hess, for the breach of certain representations and warranties in connection with our acquisition of its East Coast bunkering business. The case is still pending as of the date of this annual report. For additional information, please see "Item 8.A. Financial Information—Consolidated Statements and Other Financial Information—Legal Proceedings."

Our management may not properly evaluate the risks inherent in any particular transaction. In addition, the expansion of our business may impose significant additional responsibilities on our management and staff, and may necessitate that we increase the number of personnel. We cannot give any assurance that we will be successful in executing our growth plans or that we will not incur significant expenses and losses in connection with our future growth.

In addition, the terms of our credit facilities may also restrict our ability to expand or contract our business. 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.

Furthermore, 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.

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. 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.

Material weaknesses in our disclosure controls and procedures and internal control over financial reporting could negatively affect shareholder and customer confidence towards our financial reporting and other aspects of our business.

Our disclosure controls and procedures are designed to ensure that material financial and non-financial information that we prepare for public disclosure is recorded, processed, summarized and reported in a timely manner, and that it is accumulated and communicated to our management, including our President and Principal Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding such disclosure. Because there are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including our internal control over financial reporting, controls and procedures may not prevent or detect misstatements. Our management, with the participation of our President and Principal Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures and concluded that as of December 31, 2015, the Company maintained, in all material respects, effective internal control over financial reporting.

However, our management, with the participation of our President and Principal Executive Officer and Chief Financial Officer, in evaluating the effectiveness of the design and operation of our disclosure controls and procedures, concluded that as of December 31, 2014, our internal control over financial reporting was not effective due to material weaknesses in our internal controls over financial reporting. These material weaknesses resulted in classification errors that were identified subsequent to the issuance of our earnings release for the three months and year ended December 31, 2014. The classification errors were corrected in our audited consolidated balance sheet, statement of income and statement of cash flows for the fiscal year ended December 31, 2014, which are included in this annual report.

Although we have remediated these material weaknesses in our internal control over financial reporting, additional determinations that there are material weaknesses in the effectiveness of our material controls and procedures would reduce our ability to obtain financing or could increase the cost of any financing we obtain and require additional expenditures to comply with applicable requirements.

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 line 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.

The market value of our vessels may fluctuate significantly, and we may incur impairment charges or incur losses when we sell vessels following a decline in their market value.

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 charge 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.

Furthermore, we evaluate the carrying amounts of our vessels to determine if events have occurred that would require an impairment of their carrying amounts. The recoverable amount of vessels is reviewed when events and changes in circumstances indicate that the carrying amount of the assets might not be recovered. The review for potential impairment indicators and projection of future cash flows related to the vessels is complex and requires us to make various estimates. Some of these items have been historically volatile. If the recoverable amount is less than the carrying amount of the vessel, the vessel is deemed impaired. The carrying values of our vessels may not represent their fair market value at any point in time because the new market prices of secondhand vessels tend to fluctuate with, among other things, the cost of newbuildings. Any impairment charges incurred could negatively affect our financial condition and operating results.

We may experience impairment of the value of long-lived assets.

The value of our long-lived assets can become impaired, as indicated by factors such as changes in our stock price, book value or market capitalization, and the past and anticipated operating performance and cash flows of operations. We test for impairment, whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable.  Please see "Item 5. Operating and Financial Review and Prospects—A. Operating Results—Critical Accounting Policies—Impairment of Long-lived Assets."

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.

We are subject to certain risks with respect to our counterparties on contracts, including, without limitation, our bunker supply and sale agreements, and failure of such counterparties to meet their obligations could cause us to suffer losses or negatively impact our results of operations and cash flows.

We have entered into, and may enter in the future, various contracts, including, without limitation, bunker supply and sale agreements. Such agreements subject us to counterparty risks. The ability and willingness of each of our counterparties to perform its obligations under a contract with us will depend on a number of factors that are beyond our control and may include, among other things, general economic conditions, the condition of the maritime and offshore industries, fluctuations in the price of oil, the overall financial condition of the counterparty. In addition, we are also subject to the risk that we could be held accountable for the failure of these counterparties to comply with the laws and regulations applicable to them.

Furthermore, with respect to our bunker supply and sale agreements, during periods of decreased fuel prices, our customers may seek to renegotiate the terms of their bunker supply and sale agreements or avoid their obligations under those contracts altogether.  If our customers fail to meet their obligations to us or attempt to renegotiate their agreements with us, it may be difficult to secure substitute arrangements, and any new arrangements we secure may be at lower rates. As a result, we could sustain significant losses which could have a material adverse effect on our business, financial condition, results of operations and cash flows, as well as our ability to pay dividends on our common shares and interest on our debt securities and comply with covenants in our credit facilities.

Most of our customers are not obligated to continue to contract our services 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, 2015, 62 of our customers, representing 74% of our total 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. For example, we currently have $6.8 million receivables outstanding, of which $1.4 million is secured, from O.W. Bunker AS and certain of its subsidiaries, which we refer to collectively as O.W. Bunker, which filed for bankruptcy protection in November 2014, which may not be recoverable.

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.

If Aegean Oil or 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 entities affiliated with us for U.S. securities law purposes, but Mr. Melisanidis disclaims such control. In connection with our 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 third-party physical suppliers fails to perform its obligations to us, you will not have any recourse directly against Aegean Oil or the 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 historically been involved 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, Mr. Melisanidis was, and continues to be, a major shareholder through his ownership of certain entities he controls.  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. Please see "Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions."

We are vulnerable to price fluctuations of marine fuel, 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.

Furthermore, marine fuel prices have been volatile in the recent past and may continue to be volatile in the future due to factors outside of our control. These factors include, among others, global economic conditions, changes in global crude oil prices, expected and actual supply and demand for marine fuel, political conditions, laws and regulations related to environmental matters (including those mandating or incentivizing alternative energy sources or otherwise addressing global climate change), changes in pricing or production controls by the Organization of the Petroleum Exporting Countries (OPEC), technological advances affecting energy consumption and supply, energy conservation efforts, price and availability of alternative energy sources, and the weather.

Although we conservatively manage risks related to such fluctuations, we have no control over the changing market value of our inventory, and pricing terms with our suppliers and customers and hedges by way of oil futures or other instruments, that we have entered, or will enter into, may not adequately protect us in the event of a substantial downward movement in the price of marine fuel. Please see "—Changes in the market price of petroleum may increase our credit losses, reduce our liquidity and decrease our profitability" and "Item 11. Quantitative and Qualitative Disclosures about Market Risk."

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.

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 our operations, it is our policy to not enter into hedging arrangements in respect of our foreign currency exposures related to our sales and purchases. However, we currently hedge our exposure on loan repayments denominated in foreign currencies.

Please see "Item 11. Quantitative and Qualitative Disclosures about Market Risk."

Failure to comply with anti-bribery laws could have a material adverse effect on our business, financial condition and results of operations, including as a result of criminal, civil and employment sanctions as well as negative publicity.

Our operations are subject to various anti-bribery laws, including the U.K. Bribery Act 2010 and the U.S. Foreign Corrupt Practices Act of 1977. Our employees and/or third parties acting as agents for us could engage in fraudulent behavior against us on their own or others' initiative, making them act against our interests. Such actions could include, entering into agreements with our competitors limiting free competition, document fraud, port bribes, fraudulent commission agreements, facilitation payments and bribes to get access to exclusive business. Whether intentional or not, such actions could potentially put us at risk for both legal liabilities and reputational harm.

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, nor do we 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 vessels, 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 vessel fleet. 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, the Philippines, Romania and Russia 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 are dependent 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.

We cannot guarantee that our Board of Directors will declare dividends.

Our Board of Directors may, in its sole discretion, from time to time, declare and pay cash dividends in accordance with our organizational documents and applicable law. Our Board of Directors makes determinations regarding the payment of dividends in its sole discretion, and there is no guarantee that we will continue to pay dividends in the future.

While we currently intend to pay regular cash dividends on a quarterly basis, the markets in which we operate are volatile and we cannot predict with certainty the amount of cash, if any, that will be available for distribution as dividends in any period. We may also incur expenses or liabilities 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, including as a result of the risks described herein. We will make 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.

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. 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.

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 worldwide, 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.

Acts of piracy have historically affected ocean-going vessels trading in regions of the world such as the South China Sea, the Arabian Sea, the Red Sea, the Gulf of Aden off the coast of Somalia, the Indian Ocean and the Gulf of Guinea.  Sea piracy incidents continue to occur, particularly in the Gulf of Aden, the Gulf of Guinea and increasingly in Southeast Asia. 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 they may not act in the best interests of our other shareholders.

Our principal shareholders, Mr. Melisanidis, our founder and Head of Corporate Development, and Mr. Georgiopoulos, the Chairman of our Board of Directors, currently own approximately 22.0% and 10.8% 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 amended and restated 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 their interests may not coincide with the interests of other holders of our notes and common shares. 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.

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 the chairman of the board of directors of Gener8 Maritime, Inc., or Gener8, the combined company resulting from the recent merger on May 7, 2015 of General Maritime Corporation, or General Maritime, and Navig8 Crude Tankers, Inc, or Navig8, and he is also the Chairman of the board of directors of Genco Shipping & Trading Limited. Also, Mr. John Tavlarios is the Chief Operating Officer of Gener8. As such, Gener8 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.

As a foreign private issuer, we are exempt from certain New York Stock Exchange corporate governance requirements applicable to U.S. domestic companies. As a result, our corporate governance practices may not have the same protections afforded to investors of companies that are subject to all of the New York Stock Exchange governance requirements.

We are a "foreign private issuer" within the meaning of the New York Stock Exchange, or NYSE, corporate governance standards. Under 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 NYSE rules. However, investors will not have the same protections afforded to shareholders of companies that are subject to all NYSE corporate governance requirements.

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 the ability of our shareholders to realize any potential change of control premium.

We and many of our subsidiaries are incorporated in the Republic of the Marshall Islands, which does not have a well-developed body of corporate law, and as a result, shareholders may have fewer rights and protections under Marshall Islands law than under a typical jurisdiction in the United States.

Our corporate affairs are governed by our amended and restated 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 management, directors or controlling shareholders than would shareholders of a corporation incorporated in a United States jurisdiction that 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 Financial Information—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 recent economic conditions that 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.

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, to the extent not hedged, 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. Please see "—We are subject to certain risks with respect to our counterparties on contracts, including, without limitation, our bunker supply and sale agreements, and failure of such counterparties to meet their obligations could cause us to suffer losses or negatively impact our results of operations and cash flows."

We may be required to make significant investments in ballast water management which may have a material adverse effect on our future performance, results of operations, and financial position.

The International Convention for the Control and Management of Vessels' Ballast Water and Sediments, or the BWM Convention, aims to prevent the spread of harmful aquatic organisms from one region to another, by establishing standards and procedures for the management and control of ships' ballast water and sediments. The BWM Convention calls for a phased introduction of mandatory ballast water exchange requirements to be replaced in time with mandatory concentration limits. Investments in ballast water treatment may have a material adverse effect on our future performance, results of operations, cash flows and financial position.

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 Limited, Royal Dutch Shell plc, Marine Products Corp. and Exxon Mobil Corporation, that market fuel directly to large commercial shipping companies. We also compete with physical suppliers of marine fuel products, such as CEPSA (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, E.U. regulations, the United Kingdom's Environmental Protection Act 1990, or U.K. EPA, the United Kingdom'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 1973 (as from time to time and generally referred to as MARPOL), including designation of Emission Control Areas thereunder, the International Convention on Civil Liability for Bunker Oil Pollution Damage the IMO International Convention for the Safety of Life at Sea of 1974 and the International Convention on Load Lines of 1966. In the U.S., 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 Air Act, 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.

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 and 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 Shares

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 the issuance and, 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 issuance of common shares upon the conversion of our 4.00% Convertible Unsecured Senior Notes due 2018, 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, including having 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.

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.

Our share price may 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 2015, trading at a high of $15.71 in April 2015 and a low of $6.46 in September 2015, and recently closing at $8.00 on April 27, 2016. If the volatility in the market continues or worsens, it could have a further adverse effect 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 trading price of our common stock may be highly volatile and could be subject to fluctuations in response to a number of factors beyond our control. Some of those factors are:

·

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.

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.

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 International Inc., or 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. 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 October 23, 2013, we issued and sold $86.3 million aggregate principal amount of our 4.00% Convertible Unsecured Senior Notes due 2018, and on January 16, 2015, we sold an additional $48.3 million of our 4.00% Convertible Unsecured Senior Notes due 2018.

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, 185 45 Piraeus, Greece. Our telephone number at that address is +30 (210) 458-6200. We also have an executive office to oversee our financial and other reporting functions in the United States at 299 Park Avenue, 2nd Floor, New York, New York, 10171. Our telephone number at that address is (212) 430-1098.

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, at sea and on rivers. As a physical supplier, we procure marine fuel from refineries, major oil producers and other sources and resell and deliver these fuels from our bunkering vessels to a broad base of end users. With service centers in Northern Europe, the United Arab Emirates, the U.S. East and West Coasts, Singapore, Gibraltar, the Canary Islands, Greece, Spain, Morocco, Canada, Jamaica, Trinidad and Tobago, Gulf of Mexico, Germany, and South Africa, 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. As of the date of this annual report, we own and operate a fleet of 51 bunkering vessels, 49 of which are constructed with double hulls and one of which is a single hull special purpose vehicle, and we charter-in 13 bunkering vessels, all of which are constructed with double hulls, with an aggregate carrying capacity of approximately 388,000 dwt. We also operate 12 land-based storage facilities, of which we own one and have exclusive use of one, with an aggregate storage capacity of approximately 1,160,000 cubic meters, and operate one vessel as a floating storage facility with a cargo carrying capacity of approximately 19,900 dwt. We provide fueling services to virtually all types of ocean-going and many types of coastal vessels, such as oil tankers, container ships, drybulk carriers, cruise ships, reefers, LNG/LPG carriers, car carriers and ferries. Our customers include a diverse group of ocean-going and coastal ship operators and marine fuel traders, brokers and other end-users of marine fuel and lubricants.

We provide our customers with services that require sophisticated logistical operations designed to meet their strict fuel quality and delivery scheduling needs. We believe that our extensive experience, management systems and 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 perform our technical ship operations in-house, which helps us maintain high levels of customer service.

Throughout our history, we have expanded our business and marine fuel delivery capabilities through strategic alliances, select business and vessel acquisitions, and the establishment of new service centers. In April and August 2013, we commenced physical supply operations in Barcelona and Algeciras, respectively, in Spain. In December 2013, we acquired the U.S. East Coast bunkering business of Hess, including 250,000 cubic meters of leased tank storage in the ports of New York, Philadelphia, Baltimore, Norfolk and Charleston. This acquisition marked our entrance into supplying U.S. customers and has increased our exposure to U.S. clients worldwide, including leading cruise lines. In December 2014, we entered into an agreement to acquire 28,567 metric tons of marine fuel and assume a storage contract with Vopak Terminal in Los Angeles, California at an auction of the assets of O.W. Bunker. This acquisition has given us access to the ports of Los Angeles and Long Beach, key trade hubs between North America and Asia. Also in December 2014, we commenced fuel supply operations in the Gulf of Mexico.

In January 2016, we commenced bunker trading operations in South America from our new office in Rio de Janeiro, Brazil. In March 2016, we commenced physical supply operations in South Africa's Algoa Bay.

We currently have a global presence in 33 markets, including Northern Europe and the Antwerp-Rotterdam-Amsterdam region, or the ARA region, the United Arab Emirates, the U.S. East and West Coasts, Singapore, Gibraltar, the Canary Islands, Greece, Spain, Morocco, Canada, Jamaica, Trinidad and Tobago, Gulf of Mexico (in U.S. territorial waters), Germany, Russia, South America, and South Africa. We plan to continue to grow our business during the next several years and to pursue select expansion opportunities as a means of expanding our service.

In some 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. In addition, we own and operate one special purpose vessel, the Aegean Orion, a 550 dwt tanker, which is based in Greece.

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 $471.8 million in the aggregate for the year ended December 31, 2015. Please see "Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources."

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 complementary to our business of marketing and delivering marine fuel. We plan to expand the distribution of marine lubricants throughout our service centers and other bunkering ports worldwide.

Primary Markets Served

The following discussion provides an overview of the markets in which we conduct our physical supply operations and trading activities.

Our Physical Supply Operations

Greece

We currently service our customers in Greece through our related company, Aegean Oil, in Piraeus, Patras, and other parts of Greece. We currently operate eight double hull tankers, one single hull special purpose vessel, the Aegean Orion, a 550 dwt tanker, and a floating storage facility, the Mediterranean, a double hull barge, in 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. 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. We purchase our fuel mainly from Hellenic Refinery (ELPE) and Motor Oil Hellas. We store fuel in our floating storage facility, the Mediterranean. 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 six double hull bunkering tankers in Gibraltar. We purchase our fuel in Gibraltar from a variety of different suppliers, including Preem Tupras Co., and Galp Energia SGPS S.A. We store our fuel in a leased storage facility in Tangiers, near the port of Tanger-Med. We support our bunkering operations from our office in Gibraltar, which we lease.

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 purchase our fuel in Fujairah from a variety of different suppliers including the Vitol Group, Royal Dutch Shell plc, BP Oil International Ltd, the State Oil Company of Azerbaijan Republic, Mercuria Energy Group Ltd., Petrochina International Co., Ltd. and the Bahrain Petroleum Company (Bapco).

We have a 25-year lease agreement with the Municipality of Fujairah, which may be automatically renewed for an additional 25 years, pursuant to which we built a land-based storage facility with capacity of 465,000 cubic meters, which was completed in the fourth quarter of 2014. We currently operate seven double hull bunkering tankers in this region, which we service using our Fujairah Storage Facility. We currently lease to third parties over 300,000 cubic meters of this facility. We support our bunkering operations from two offices in Fujairah and Dubai, which we lease.

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 tankers in Jamaica. We have entered into a long-term supply contract to purchase fuel from the state refinery, Petrojam Limited. We currently compete here against another physical supplier, Petrotec Marine Petroleum Ltd. We support our bunkering operations from our office in Kingston, which we lease. We also own property, which we may use to construct a land-based storage facility of approximately 80,000 cubic meters.

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 three 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 Energy Limited, ConocoPhillips Co., Shell Singapore, Kuo Oil (s) Pte. Ltd., and Exxon Mobil Corporation. We support our bunkering operations from our office in Singapore, which we lease.

Northern Europe and the 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. Aegean North West Europe NV, or ANWE, also services 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 16 double hull bunkering tankers in Northern Europe and the ARA region. We purchase our fuel in Northern Europe from a variety of different suppliers. We support our bunkering operations in Northern Europe from our office near Antwerp, which we own.

Vancouver, Canada

We possess a license issued by the City of Vancouver. We trade and supply marine petroleum products off the coast and in the port of Vancouver. We operate two double 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 support our bunkering operations in this region 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. We purchase our fuel in Trinidad and Tobago from a major supplier, Petrotrin Company. 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, near the port of Tanger-Med, with approximately 218,000 cubic meters capacity. We purchase our fuel in Morocco mainly from Trafigura and Gazprom.

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. Since July 2012, we store our fuel at the leased tanks in the 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 addition, we lease approximately 16,000 cubic meters capacity from BP España S.A.U. in its adjacent terminal. In June 2011, we also commenced physical supply of operations in Tenerife, which we support from our Las Palmas service center.

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

Panama

Barcelona and Algeciras, Spain

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, and in April 2013, we commenced physical supply operations in Barcelona. We have a license from the Port Authority of Barcelona to act as a physical supplier of marine petroleum products and we operate one double hull bunkering tanker in the area. We purchase our fuel in Barcelona from a variety of different suppliers, including Preem Tupras Co., or Preem Tupras, and Galp Energia SGPS S.A, or Galp Energia. We support our operations from our office in Barcelona, which we lease.

In August 2013, we commenced physical supply operations in Algeciras, Spain. We have a license from the Port Authority of Algeciras to act as a physical supplier of marine petroleum products and we operate one double hull bunkering tanker in the area to provide bunkering services. We purchase our fuel in Algeciras from a variety of different suppliers, including Preem Tupras and Galp Energia. We support our operations from our office in Gibraltar, which we lease.

U.S. East Coast

In December 2013, upon our acquisition of the U.S. East Coast bunkering business from Hess, we commenced operations in the U.S. East Coast. We conduct bunkering operations in this region, and have approximately 250,000 cubic meters of leased tank storage. We supply the heavily trafficked ports of New York, Philadelphia, Baltimore, Norfolk and Charleston. We have a license from the states in the U.S. where we operate. We use third party barges to deliver our products in the area. We purchase our fuel in the region from a variety of different suppliers, including PMI Trading Ltd, or PMI Trading, and BP North America Petroleum. We support our U.S. East Coast operations from our office in New York, which we lease.

U.S. West Coast

In December 2014, we acquired 28,567 metric tons of marine fuel and assumed a storage contract with Vopak Terminal in Los Angeles, California at an auction of the assets of O.W. Bunker. This acquisition has given us access to the ports of Los Angeles and Long Beach, key trade hubs between North America and Asia. We have a license from California and we operate two double hull bunkering tanker in the area. We purchase our fuel in the region from a variety of different suppliers, including PMI Trading. We support our U.S. West Coast operations from our office in New York, which we lease.

Gulf of Mexico

In December 2014, we assumed the contracts for two ocean-going bunkering tankers previously under charter to O.W. Bunker. With these specialized tankers and their highly trained personnel in place, we service the specific needs of vessels transiting the Gulf of Mexico (in U.S. territorial waters). We have a license from the states in the U.S. in which we operate and we purchase our fuel in the region from NuStar Supply and Trading LLC. We support our Gulf of Mexico operations from our office in Piraeus, which we lease.

Germany

In January 2015, we launched physical supply operations in Germany and assumed contracts for two modern bunkering barges in Germany that were also previously under charter to O.W. Bunker, together with approximately 20,000 cubic meters of onshore storage capacity. We have a license from the local tax authorities and we purchase our fuel in the region from a variety of different suppliers, including ARAL AG. We support our operations from our office in Hamburg, which we lease.

South Africa

In March 2016, we commenced physical supply operations in South Africa's Algoa Bay, near Port Elizabeth and Coega Port. We have secured permission from the South African Maritime Safety Authority to deliver bunkers and perform ship-to-ship transfers in Algoa Bay and obtained bunkering licenses from Transnet National Ports Authority in Port Elizabeth and Coega. We currently operate one double hull bunkering tanker and one floating storage facility in the area. We purchase our fuel in the region from various suppliers including Mercuria Energy Group Ltd and the Vitol Group. We support our operations from our office in Port Elizabeth, which we lease.

Our Trading Operations (Montreal, Russia, South America and other regions)

In July 2008, we launched bunker trading operations in Montreal. We support our operations in this region from our office in Montreal, Canada, which we lease.

In February 2015, we launched bunker trading operations in St. Petersburg. We support our operations in this region from our office in St. Petersburg, Russia, which we lease.

In January 2016, we launched bunker trading operations in South America. We support our operations in this region from our office in Rio de Janeiro, Brazil, which we lease.

We also have significant trading activity in Greece, China, Singapore and other worldwide areas and we support our services from our offices in Piraeus, Greece, and Singapore, which we lease.

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 New York (the United States), Vancouver and Montreal (Canada), Singapore, Antwerp (Belgium), St. Petersburg (Russia), Hamburg (Germany) and Rio de Janeiro (Brazil). 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.

New York, United States

We maintain an executive office in New York, United States 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, 2015, 2014 and 2013, 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.

Suppliers

We purchase our marine fuel and lubricants from refineries, oil majors or other select suppliers around the world. In the years ended December 31, 2015, 2014 and 2013, we purchased marine petroleum products of approximately $136.7 million, $348.6 million, and $421.3 million, respectively, or approximately 4% to 7% of our total purchases of marine petroleum products, from our related companies, Aegean Oil and Melco S.A., or Melco. The majority of our purchases of marine petroleum products during the years ended December 31, 2015, 2014 and 2013 were made from unrelated third-party suppliers and totaled $3,716.7 million, $5,937.9 million and $5,604.4 million, respectively, or approximately 93% to 96% 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 Limited, Royal Dutch Shell plc, Marine Products Corp. and ExxonMobil Marine Fuel, for services and end customers. We also compete with physical suppliers of marine fuel products, such as CEPSA (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, release of hazardous substances, loss of life, or otherwise causes significant adverse environmental impact could result in additional legislation, regulation, or other requirements that could negatively affect our profitability.

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 (now regulation 20) accelerating the phase-out of single hull oil tankers and adopted a new regulation 13H (now regulation 21) 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 Out
Category 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, 1982
Category 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   Category 3—oil tankers of more than 5,000 dwt but less than the tonnage specified for Category 1 and 2 tankers		April 5, 2005 for ships delivered on April 5, 1977 or earlier; 2005 for ships delivered after April 5, 1977 but before January 1, 1978     Anniversary date in 2006 for ships delivered in 1978 and 1979 Anniversary date in 2007 for ships delivered in 1980 and 1981 Anniversary date in 2008 for ships delivered in 1982 Anniversary date in 2009 for ships delivered in 1983 Anniversary date in 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. 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.

The December 2003 amendments to Annex I of the MARPOL convention, discussed above, adopted regulation 21 on the prevention of oil pollution from oil tankers carrying heavy grade oil as cargo, or 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 21, 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 regulation 21, the flag state may allow continued operation of oil tankers of 5,000 dwt and above, carrying crude oil with a density at 15°C higher than 900 kg/m3 but lower than 945 kg/m3, that conform to certain technical specifications and where, in the opinion of 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 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.

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) and newly adopted regulation 13H (regulation 21). 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 E.U. 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 and allows for special areas to be established with more stringent controls on sulphur emissions, known as Emission Control Areas, or ECAs (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. Our vessels consume a regulated amount of bunker fuels sulphur content as per IMO Annex VI and EU Directive requirements. In addition, as per EU Directive 2005/33/EC, we have established a plan to modify and upgrade our vessels' machinery to ensure operation on low-sulphur fuels.

Sulfur content standards are even stricter within certain 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%, which was further reduced to 0.10% as of January 1, 2015.  Amended Annex VI establishes procedures for designating new ECAs.  The Baltic Sea and the North Sea have been so designated. On August 1, 2012, certain coastal areas of North America were designated ECAs, and effective January 1, 2014, the applicable areas of the United States Caribbean Sea were designated ECAs.  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 operational changes, 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 in part to address greenhouse gas emission. 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.

Safety Requirements

The IMO also adopted the International Convention for the Safety of Life at Sea, or the SOLAS Convention, 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 Convention and LL Convention standards. The May 2012 SOLAS Convention amendments entered into force as of January 1, 2014. Additionally, the May 2013 SOLAS Convention amendments, pertaining to emergency drills, entered into force in January 2015. The Convention on Limitation for Maritime Claims (LLMC) was amended and the amendments went 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 the SOLAS Convention, 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 believe that 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 personal fault and under the 1992 Protocol where the spill is caused by the shipowner's personal act or omission by intentional or reckless conduct 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.

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. As of early March 2016, 48 states had adopted the BWM Convention coming close to the 35% threshold. Notwithstanding the foregoing, the BWM Convention has not been ratified. Proposals regarding implementation have recently been submitted to the IMO, but we cannot predict the ultimate timing for ratification. Many of the implementation dates originally written into the BWM Convention have already passed, so that once the BWM Convention enters into force, the period for installation of mandatory ballast water exchange requirements would be extremely short, with several thousand ships a year needing to install ballast water management systems (BWMS). For this reason, on December 4, 2013, the IMO Assembly passed a resolution revising the application dates of the BWM Convention so that they are triggered by the entry into force date and not the original dates in the BWM Convention. This in effect makes all vessels constructed before the entry into force date 'existing' vessels, and allows for the installation of a BWMS on such vessels at the first renewal survey following entry into force. Furthermore, in October 2014 the MEPC met and adopted additional resolutions concerning the BWM Convention's implementation. Upon entry into force of the BWM Convention, mid-ocean ballast water exchange would become mandatory for our vessels. When mid-ocean ballast exchange or ballast water treatment requirements become mandatory, the cost of compliance for ocean carriers could be significant and the costs of ballast water treatments may be material. However, many countries already regulate the discharge of ballast water carried by vessels from country to country to prevent the introduction of invasive and harmful species via such discharges. The United States, for example, requires vessels entering its waters from another country to conduct mid-ocean ballast exchange, or undertake some alternate measure, and to comply with certain reporting requirements. 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 E.U. amended directive 2005/33/EC 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 E.U. 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 E.U. 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 E.U. 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.

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. The 2015 United Nations Convention on Climate Change Conference in Paris did not result in an agreement that directly limits greenhouse gas emissions from ships. As of January 1, 2013, all new ships must comply with two new sets of mandatory requirements, which were adopted by MEPC in July 2011, in part to address greenhouse gas emissions from ships. 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. Our vessels comply with these requirements, and we have regular inspections performed by our personnel to ensure continued compliance. The MEPC is also considering market-based mechanisms to reduce greenhouse gas emissions from ships. The E.U. has proposed legislation that would require the monitoring and reporting of greenhouse gas emissions from marine vessels. In April 2013, the European Parliament rejected proposed changes to the E.U. Emissions Law regarding carbon trading. In April 2015, a regulation was adopted requiring that large ships (over 5,000 gross tons) calling at European ports from January 2018 collect and publish data on carbon dioxide omissions. In June 2013 the European Commission developed a strategy to integrate maritime emissions into the overall E.U. strategy to reduced greenhouse gas emissions. For 2020, the E.U. made a unilateral commitment to reduce overall greenhouse gas emissions from its member states by 20% of 1990 levels. The E.U. also committed to reduce its emissions by 20% under the Kyoto Protocol's second period, from 2013 to 2020. In December 2013, the E.U. environmental ministers discussed draft rules to implement monitoring and reporting of carbon dioxide 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 proposed regulations to limit greenhouse gases from 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, the E.U., 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, including capital expenditures to upgrade our vessels, which we cannot predict with certainty at this time.

International Labour Organization

The International Labour Organization (ILO) is a specialized agency of the United Nations 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 entered into force on August 20, 2013. Amendments to the MLC 2006 were adopted in 2014 and more amendments were proposed in 2016. MLC 2006 requires us to develop new procedures to ensure full compliance with its requirements.

The U.S. Oil Pollution Act of 1990 and Comprehensive Environmental Response, Compensation and Liability Act

The U.S. Oil Pollution Act of 1990, or OPA, established an extensive regulatory and liability regime for the protection and cleanup of the environment from oil spills. OPA affects all "owners and operators" whose vessels trade in the United States, its territories and possessions or whose vessels operate in United States waters, which includes the United States' territorial sea and its 200 nautical mile exclusive economic zone. The United States has also enacted the Comprehensive Environmental Response, Compensation and Liability Act, or CERCLA, which applies to the discharge of hazardous substances other than oil, whether on land or at sea. OPA and CERCLA both define "owner and operator" "in the case of a vessel, as any person owning, operating or chartering by demise, the vessel." Although OPA is primarily directed at oil tankers, it also applies to non-tanker ships with respect to the fuel oil, or bunkers, used to power such ships. CERCLA also applies to our operations.

Under OPA, vessel owners and operators are "responsible parties" and are jointly, severally and strictly liable (unless the spill results solely from the act or omission of a third party, an act of God or an act of war) for all containment and clean-up costs and other damages arising from discharges or threatened discharges of oil from their vessels. OPA defines these other damages broadly to include:

·

injury to, destruction or loss of, or loss of use of, natural resources and the costs of assessment thereof;

·

injury to, or economic losses resulting from, the destruction of real and personal property;

·

net loss of taxes, royalties, rents, fees or net profit revenues resulting from injury, destruction or loss of real or personal property, or natural resources;

·

loss of subsistence use of natural resources that are injured, destroyed or lost;

·

lost profits or impairment of earning capacity due to injury, destruction or loss of real or personal property or natural resources; and

·

net cost of increased or additional public services necessitated by removal activities following a discharge of oil, such as protection from fire, safety or health hazards.

OPA contains statutory caps on liability and damages; such caps do not apply to direct cleanup costs. Effective December 21, 2015, the U.S. Coast Guard has adjusted the limits of OPA liability for non-tanker vessels to the greater of $1,100 per gross ton or $939,800. OPA limits the liability depending on the structure and size of the vessel; but for all tankers, other than single-hull tank vessels, over 3,000 gross tons liability is limited to the greater of $2,200 per gross ton or $18,796,800. These limits are subject to periodic adjustment for inflation. These limits of liability do not apply if an incident was proximately caused by the violation of an applicable U.S. federal safety, construction or operating regulation by a responsible party (or its agent, employee or a person acting pursuant to a contractual relationship), or a responsible party's gross negligence or willful misconduct.  The limitation on liability similarly does not apply if the responsible party fails or refuses to (i) report the incident where the responsibility party knows or has reason to know of the incident; (ii) reasonably cooperate and assist as requested in connection with oil removal activities; or (iii) without sufficient cause, comply with an order issued under the Federal Water Pollution Act (Section 311 (c), (e)) or the Intervention on the High Seas Act.

The 2010 Deepwater Horizon oil spill in the Gulf of Mexico may also result in additional regulatory initiatives or statutes, including the raising of liability caps under OPA.  For example, on August 15, 2012, the U.S. Bureau of Safety and Economic Enforcement (BSEE) issued a final drilling safety rule for offshore oil and gas operations that strengthens the requirements for safety equipment, well control systems, and blowout prevention practices. In December 2015, the BSEE announced a new pilot inspection program for offshore facilities. Furthermore, in April 2015, it was announced that new regulations are expected to be imposed in the United States regarding offshore oil and gas drilling. Compliance with any new requirements of OPA may substantially impact our cost of operations or require us to incur additional expenses to comply with any new regulatory initiatives or statutes.

CERCLA contains a similar liability regime whereby owners and operators of vessels are liable for cleanup, removal and remedial costs, as well as damage for injury to, or destruction or loss of, natural resources, including the reasonable costs associated with assessing same, and health assessments or health effects studies. There is no liability if the discharge of a hazardous substance results solely from the act or omission of a third party, an act of God or an act of war. Liability under CERCLA is limited to the greater of $300 per gross ton or $5 million for vessels carrying a hazardous substance as cargo and the greater of $300 per gross ton or $500,000 for any other vessel. These limits do not apply (rendering the responsible person liable for the total cost of response and damages) if the release or threat of release of a hazardous substance resulted from willful misconduct or negligence, or the primary cause of the release was a violation of applicable safety, construction or operating standards or regulations. The limitation on liability also does not apply if the responsible person fails or refused to provide all reasonable cooperation and assistance as requested in connection with response activities where the vessel is subject to OPA.

OPA and CERCLA both require owners and operators of vessels to establish and maintain with the U.S. Coast Guard evidence of financial responsibility sufficient to meet the maximum amount of liability to which the particular responsible person may be subject. Vessel owners and operators may satisfy their financial responsibility obligations by providing a proof of insurance, a surety bond, qualification as a self-insurer or a guarantee. We plan to comply with the U.S. Coast Guard's financial responsibility regulations by providing a certificate of responsibility evidencing sufficient self-insurance.

OPA specifically permits individual states to impose their own liability regimes with regard to oil pollution incidents occurring within their boundaries, provided they accept, at a minimum, the levels of liability established under OPA.  Some states have enacted legislation providing for unlimited liability for oil spills. In some cases, states, which have enacted such legislation, have not yet issued implementing regulations defining vessels owners' responsibilities under these laws. We intend to comply with all applicable state regulations in the ports where our vessels call. We believe that we are in substantial compliance with all applicable existing state requirements. In addition, we intend to comply with all future applicable state regulations in the ports where our vessels call.

Other Environmental Initiatives

The U.S. Clean Water Act, or CWA, prohibits the discharge of oil or hazardous substances in U.S. navigable waters unless authorized by a duly-issued permit or exemption, and imposes strict liability in the form of penalties for any unauthorized discharges. The CWA also imposes substantial liability for the costs of removal, remediation and damages and complements the remedies available under OPA and CERCLA. In addition, many U.S. states that border a navigable waterway have enacted environmental pollution laws that impose strict liability on a person for removal costs and damages resulting from a discharge of oil or a release of a hazardous substance. These laws may be more stringent than U.S. federal law. The EPA and USCG have enacted rules relating to ballast water discharge, compliance with which requires the installation of equipment on our vessels to treat ballast water before it is discharged or the implementation of other port facility disposal arrangements or procedures at potentially substantial cost, or otherwise restrict our vessels from entering United States waters.

The EPA regulates the discharge of ballast and bilge water and other substances in United States waters under the CWA. The EPA regulations require vessels 79 feet in length or longer (other than commercial fishing vessels and recreational vessels) comply with a permit that regulates ballast water discharges and other discharges incidental to the normal operation of certain vessels within United States waters—the Vessel General Permit for Discharges Incidental to the Normal Operation of Vessels, or VGP. For a new vessel delivered to an owner or operator after September 19, 2009 to be covered by the VGP, the owner must submit a Notice of Intent at least 30 days before the vessel operates in United States waters. In March 2013, the EPA re-issued the VGP for another five years, and the new VGP took effect in December 2013. The 2013 VGP focuses on authorizing discharges incidental to operations of commercial vessels and the contains ballast water discharge limits for most vessels to reduce the risk of invasive species in United States waters, more stringent requirements for exhaust gas scrubbers and the use of environmentally acceptable lubricants.

U.S. Coast Guard regulations adopted and proposed for adoption under the U.S. National Invasive Species Act, or NISA, also impose mandatory ballast water management practices for all vessels equipped with ballast water tanks entering or operating in United States waters, which require the installation of equipment on our vessels to treat ballast water before it is discharged or the implementation of other port facility disposal arrangements or procedures, or otherwise restrict our vessels from entering United States waters. The U.S. Coast Guard must approve any technology before it is placed on a vessel, but has not yet approved the technology necessary for vessels to meet the foregoing standards.

However, as of January 1, 2014, vessels became technically subject to the phasing-in of these standards. As a result, the USCG has provided waivers to vessels which cannot install the as-yet unapproved technology. The EPA, on the other hand, has taken a different approach to enforcing ballast discharge standards under the VGP. In December 2013, the EPA issued an enforcement response policy in connection with the new VGP in which the EPA indicated that it would take into account the reasons why vessels do not have the requisite technology installed, but will not grant any waivers.

It should also be noted that in October 2015, the Second Circuit Court of Appeals issued a ruling that directed the EPA to redraft the sections of the 2013 VGP that address ballast water. However, the Second Circuit stated that 2013 VGP will remains in effect until the EPA issues a new VGP. It presently remains unclear how the ballast water requirements set forth by the EPA, the USCG, and IMO BWM Convention, some of which are in effect and some which are pending, will co-exist.

The U.S. Clean Air Act of 1970, as amended by the Clean Air Act Amendments of 1977 and 1990, or the CAA, requires the EPA to promulgate standards applicable to emissions of volatile organic compounds and other air contaminants. Our vessels are subject to vapor control and recovery requirements for certain cargoes when loading, unloading, ballasting, cleaning and conducting other operations in regulated port areas. Our vessels that operate in such port areas with restricted cargoes are equipped with vapor recovery systems that satisfy these requirements. The CAA also requires states to draft State Implementation Plans, or SIPs, designed to attain national health-based air quality standards in primarily major metropolitan and/or industrial areas. Several SIPs regulate emissions resulting from vessel loading and unloading operations by requiring the installation of vapor control equipment. As indicated above, our vessels operating in covered port areas are already equipped with vapor recovery systems that satisfy these existing requirements.

However, compliance with future EPA and U.S. Coast Guard regulations could require the installation of certain engineering equipment and water treatment systems to treat ballast water before it is discharged or the implementation of other port facility disposal arrangements or procedures at potentially substantial cost, or may otherwise restrict our vessels from entering U.S. waters.

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 the SOLAS Convention created a new chapter of the convention dealing specifically with maritime security. The new Chapter XI-2 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.

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;

·

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). In December 2013, the IACS adopted new harmonized Common Structure Rules that align with IMO goal standards, which apply to oil tankers and bulk carriers constructed on or after July 1, 2015. Generally, the regulations of vessel registries accepted by international lenders in the shipping industry require that an ocean-going 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 at least its fair market value.

We have also obtained increased value insurance policies for all 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.

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 in various markets through Aegean Bunkering Gibraltar Ltd., Aegean Bunkering Jamaica Ltd., Aegean Bunkering (Singapore) Pte. Ltd., Aegean Bunkering (Ghana) Limited, Aegean Bunkers at Sea N.V. and Aegean North West Europe NV, ICS Petroleum Ltd., Aegean Bunkering Combustibles Las Palmas S.A., Aegean Bunkering (Morocco) SRL, Aegean Bunkering Trinidad Ltd., Aegean Bunkering (Panama) SA, Aegean Bunkering (Hong Kong) Ltd., Aegean Bunkering (USA) LLC, Aegean Bunkering Germany BD&M GmbH, Aegean BD&M Neva, Aegean Petroleo Ltd., Aegean Bunkering Marine Services Pty Ltd separate wholly-owned subsidiaries incorporated in Gibraltar, Jamaica, Singapore, Ghana, Belgium, British Columbia (Canada), Canary Islands, Morocco, Trinidad and Tobago, Panama, Hong Kong, the United States, Germany, Russia, South America and South Africa, respectively, and Aegean Marine Petroleum LLC, a controlled subsidiary incorporated in the United Arab Emirates, 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.

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

Vessel-owning Subsidiary	Country of Incorporation	Vessel Name
Aegean Rose Maritime Company	Greece	Aegean Rose
Aegean Tiffany Maritime Company	Greece	Aegean Tiffany
Aegean Breeze Maritime Company	Greece	Aegean Breeze I
Aegean Gas Maritime Company	Greece	Mediterranean
Sea Breezer Marine S.A.	Marshall Islands	Aegean Princess
Milos Shipping (Pte.) Ltd.	Singapore	Milos
Aegean Bunkers at Sea NV	Belgium	Sara
Serifos Shipping (Pte.) Ltd.	Singapore	Serifos
Kithnos Maritime Inc.	Marshall Islands	Kithnos
Amorgos Maritime Inc.	Marshall Islands	Amorgos
Kimolos Maritime Inc.	Marshall Islands	Kimolos
Syros I Maritime Inc.	Marshall Islands	Syros
Mykonos I Maritime Ltd.	Cyprus	Mykonos
Santorini I Maritime Ltd.	Cyprus	Santorini
Paros Maritime Inc.	Marshall Islands	Paros I
Tempest Shiptrade Ltd	Marshall Islands	Naxos
Eton Marine Ltd.	Liberia	Patmos
Tasman Seaways Inc.	Liberia	Kalymnos
West Coast Fuel Transport Ltd.	British Columbia (Canada)	PT25
Aegean Maistros Maritime Company	Greece	Aegean Orion
Aegean Ship III Maritime Company	Greece	Aegean III
Aegean Ship VIII Maritime Company	Greece	Aegean VIII
Aegean Ace Maritime Company	Greece	Aegean Ace
Paxoi Marine S.A.	Liberia	Paxoi
Kerkyra Marine S.A.	Liberia	Kerkyra
Ithaki Marine S.A.	Liberia	Ithaki
Cephallonia Marine S.A.	Liberia	Kefalonia
ICS Petroleum Ltd.	British Columbia (Canada)	PT22
AMP Maritime S.A.	Liberia	Aegean Champion
Zakynthos Marine S.A.	Liberia	Zakynthos
Andros Marine Ltd.	Cyprus	Andros
Ios Marine Inc.	Liberia	Lefkas
Dilos Marine Inc.	Liberia	Dilos
Ios Shipping Ltd.	Malta	Ios I
Kythira Marine S.A.	Liberia	Kythira
Benmore Services S.A.	Liberia	Nisyros
Sealand Navigation Inc.	Marshall Islands	Karpathos
Santon Limited	Liberia	Leros
Kassos Navigation S.A.	Liberia	Kassos
Aegean Barges NV	Belgium	Colorado
Aegean Barges NV	Belgium	New Jersey
Symi Navigation S.A.	Liberia	Symi
Aegean North West Europe NV	Belgium	Willem SR(1)
Aegean Barges NV	Belgium	Texas
Seatra BVBA	Belgium	Montana
Sifnos Marine Inc.	Liberia	Anafi
Aegean VII Shipping Ltd	Malta	Sikinos
Tilos Shipping (Pte) Ltd	Singapore	Tilos
Halki Navigation S.A.	Liberia	Halki
Aegean North West Europe NV	Belgium	Florida(1)
ICS Petroleum Ltd.	British Columbia (Canada)	PT40
Aegean Tanking S.A.	Liberia	Umnenga

____________

(1) 10% ownership interest.

D.	Property, Plants and Equipment

Real Property

The following table presents certain information relating to our leased and owned properties as of April 28, 2016. We consider our properties to be suitable and adequate for our present needs.

Location	Principal Use	Leased or Owned	Lease Expiration Date
Piraeus, Greece	Business coordination center and ship-management office	Leased	March 2023
Fujairah, United Arab Emirates	Administrative and operations office	Leased	October 2058
Dubai, United Arab Emirates	Administrative and operations office	Leased	July 2016
Gibraltar	Administrative and operations office	Leased	April 2040
Kingston, Jamaica	Administrative office and land	Owned	-
Singapore	Administrative and operations office	Leased	September 2016
Antwerp, 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 and operations office	Leased	December 2016
Connecticut, New York, U.S.A.	Administrative and operations office	Leased	January 2018
Nicosia, Cyprus	Administrative office	Leased	May 2016
Vancouver, Canada	Administrative and operations office	Leased	December 2016
Montreal, Canada	Sales and marketing office	Leased	January 2017
Port of Spain, Trinidad	Administrative and operations office	Leased	March 2017
Las Palmas, Canary Islands	Administrative and operations office and storage facility	Leased	December 2027
Tangiers, Morocco	Storage facility	Leased	November 2031
Fujairah, United Arab Emirates	Storage facility	Leased	October 2058
Barcelona	Storage facility and operations office	Leased	April 2022
Los Angeles, California, U.S.A.	Storage facility	Leased	April 2021
Hamburg, Germany	Storage facility and operations office	Leased	December 2019
St. Petersburg, Russia	Administrative and operations office	Leased	May 2016
Rio de Janeiro, Brazil	Administrative and operations office	Leased	August 2018
Port Elizabeth, South Africa	Administrative and operations office	Leased	June 2018

Our Fleet

The following table lists our fleet as of April 28, 2016.

Name	Double Hull	Flag	Build	Dwt
Bunkering Tankers:
Symi	Yes	Liberia	2012		6,270
Zaria*	Yes	Netherlands	2012		2,236
Halki	Yes	Gibraltar	2011		6,256
Sikinos	Yes	Malta	2011		4,595
Anafi	Yes	Gibraltar	2011		4,584
Tilos	Yes	Singapore	2011		6,263
Eva Schulte*	Yes	Singapore	2010		16,621
Dilos	Yes	Liberia	2010		4,593
Ios I	Yes	Malta	2010		4,620
Kythira	Yes	Liberia	2010		6,314
Nisyros	Yes	Gibraltar	2010		6,312
Karpathos	Yes	Greece	2010		6,247
Leros	Yes	Panama	2010		6,311
Kassos	Yes	Gibraltar	2010		6,256
Lefkas	Yes	Liberia	2010		6,321
Andros	Yes	Gibraltar	2010		4,605
Zakynthos	Yes	Gibraltar	2010		6,303
Naxos	Yes	Greece	2009		4,626
Kerkyra	Yes	Panama	2009		6,290
Paxoi	Yes	Liberia	2009		6,310
Kalymnos	Yes	Liberia	2009		6,283
Kefalonia	Yes	Liberia	2009		6,272
Ithaki	Yes	Liberia	2009		6,272
Syros	Yes	Liberia	2008		4,596
Patmos	Yes	Liberia	2008		6,262
Paros I	Yes	Liberia	2008		4,629
Mykonos	Yes	Gibraltar	2008		4,626
Santorini	Yes	Gibraltar	2008		4,629
Kimolos	Yes	Liberia	2008		4,664
Eloise*	Yes	Netherlands	2008		2,300
Kithnos	Yes	Malta	2007		4,626
Amorgos	Yes	Gibraltar	2007		4,664
Serifos	Yes	Singapore	2007		4,664
Milos	Yes	Singapore	2007		4,626
Aegean Tiffany	Yes	Greece	2004		2,747
Aegean Breeze I	Yes	Greece	2004		2,747
Umnenga	Yes	Liberia	1993		66,895
Aegean Ace	Yes	Greece	1992		1,615
Aegean Princess	Yes	Gibraltar	1991		7,030
Aegean Champion	Yes	Liberia	1991		23,400
Sara	Yes	Malta	1990		7,389
Aegean III	Yes	Greece	1990		2,973
Aegean VIII	Yes	Greece	1990		2,973
Aegean Rose	Yes	Greece	1988		4,935
David Fanning*	Yes	U.S.A.	2008		5,369
Webb Moffett*	Yes	U.S.A.	2009		8,864

In-Land Waterway Bunkering Tankers:
Beryl*	Yes	Luxemburg	2014			2,468
Florida	Yes	Belgium	2011			1,533
Montana	Yes	Belgium	2011			4,319
Mozart*	Yes	Belgium	2011			2,799
Alaska*	Yes	Netherlands	2010			3,778
Onyx*	Yes	Luxemburg	2010			2,979
New York*	Yes	Belgium	2009			4,298
Willem Sr.	Yes	Netherlands	2006			3,180
New Jersey	Yes	Belgium	2006			4,100
Alexia*	Yes	Belgium	2005			3,550
Beethoven*	Yes	Belgium	2005			3,179
Tanzanite*	Yes	Belgium	2004			4,068
Colorado	Yes	Belgium	2004			5,578
Texas	Yes	Belgium	2003			4,165
Bunkering Barges:
PT40	Yes	Canada	2014			4,222
PT22	Yes	Canada	2001			2,315
PT25	No	Canada	1988			2,560
Special Purpose Vessel:
Aegean Orion	No	Greece	1991			550
Floating Storage Facility:
Mediterranean	Yes	Greece	1982			19,894

*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 one of our bunkering tankers in Greece, which we use as a floating storage facility, and we have positioned our 550 dwt tanker, the Aegean Orion, as a special purpose vessel in Greece.

In addition, operate land-based storage facilities in the United States, Morocco, Canary Islands, Spain, Panama, and Germany, where we store marine fuel in terminals with storage capacity of approximately 295,000, 218,000, 79,000, 52,000, 32,000, and 20,000 cubic meters, respectively. In addition, we, through our wholly owned subsidiary, Aegean Oil Terminal Corporation, own and operate a land-based storage facility in Fujairah, United Arab Emirates, with storage capacity of 465,000 cubic meters, representing 40.1% of our aggregate storage capacity. We may also consider the construction of land-based storage facilities in other areas depending on market prospects and the availability of financing.

ITEM 4A.

UNRESOLVED STAFF COMMENTS

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 consolidated financial statements and the notes to those statements inlcuded 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 an international marine fuel logistics company that markets and physically supplies refined marine fuel and lubricants to vessels 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 of marine fuels and lubricants.

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.

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, the United Arab Emirates, the United Kingdom (until September 2015), Las Palmas, Panama, Barcelona, the U.S. East and West Coasts, Germany, and South Africa, we generally take deliveries of the products on the day of, or a few days prior to, the delivery of the products to our customer's vessel. In Gibraltar, the United Arab Emirates, the United Kingdom (until September 2015), Las Palmas, Panama, Barcelona, the U.S. East and West Coasts, Germany, and South Africa, we utilize our owned or leased storage facilities to generally take deliveries of products 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 vessels. 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 to be sold to our customers.

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 crews 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. 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. 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.

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,
	2015				2014				2013				2012				2011
	(in thousands of U.S. dollars, unless otherwise stated)
Sales of marine petroleum products			4,155,502				6,590,998				6,282,466				7,208,440				6,925,582
Less: Cost of marine petroleum products sold			3,853,450				6,286,453				6,025,742				6,939,636				6,668,622
Gross spread on marine petroleum products			302,052				304,545				256,724				268,804				256,960
Less: Gross spread on lubricants			5,210				2,948				3,914				3,077				1,965
Gross spread on marine fuel			296,842				301,597				252,810				265,727				254,995
Sales volume of marine fuel (metric tons)			13,482,478				11,332,385				9,941,061				10,620,864				10,646,271
Gross spread per metric ton of marine fuel sold (in U.S. dollars)			22.0				26.6				25.4				25.0				24.0

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,
	2015					2014				2013				2012				2011
	(in thousands of U.S. dollars, unless otherwise stated)
Gross spread on marine petroleum products			302,052				304,545				256,724				268,804				256,960
Add: Voyage revenues			28,780				30,410				25,049				22,726				22,775
Add: Other revenues			47,372				40,393				27,214				27,794				17,108
Less: Cost of voyage revenues			14,827				14,729				16,202				15,136				19,251
Less: Cost of other revenues			31,548				23,525				6,793				1,539				1,294
Gross profit			331,829				337,094				285,992				302,649				276,298

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 the 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 on our relationship with Aegean Oil, please refer to "Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Aegean Oil S.A."

·

EBITDA represents net income before interest, taxes, depreciation and amortization. EBITDA does not represent and should not be considered as an alternative to net income, 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 the 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,
		2015				2014				2013				2012				2011
		(in thousands of U.S. dollars, unless otherwise stated)
Net income attributable to AMPNI shareholders			35,880				17,590				27,063				20,077				10,228
Add: Net financing cost			37,556				33,781				27,998				31,069				27,807
Add: Income taxes			3,446				464				(978	)			4,122				5,428
Add: Depreciation and amortization			33,924				30,184				29,148				31,180				30,328
EBITDA			110,806				82,019				83,231				86,448				73,791

·

Number of markets served.  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. The number of markets served includes our operations in the Greece (Piraeus and Patra), Gibraltar, United Arab Emirates (Fujairah, Khor Fakkan), Northern Europe (the ARA region and Belgium), Jamaica, Singapore, Canada (Vancouver and Montreal), United Kingdom (Portland until September 2015 and French Atlantic), Southern Caribbean (Trinidad and Tobago), Morocco (Tanger-Med), Canary Islands (Las Palmas and Tenerife beginning in June 2011), Panama, Hong Kong (from September 2012 until June 2013), Spain (Barcelona and Algeciras, beginning in April 2013 and August 2013, respectively), the U.S. East and West Coasts (beginning in December 2013 and December 2014, respectively), the Gulf of Mexico (beginning in December 2014), Germany (beginning in January 2015), Russia (beginning in February 2015), South America (beginning in January 2016) and South Africa (beginning in March 2016).

·

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.

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,
	2015				2014				2013
Sales volume of marine fuel (metric tons)			13,482,478				11,332,385				9,941,061
Gross spread on marine petroleum products (in thousands of U.S. dollars)			302,052				304,545				256,724
Gross spread per metric ton of marine fuel sold (in U.S. dollars)			22.0				26.6				25.4
Number of markets served, end of year			31				29.0				27.0
Average number of owned and operated bunkering vessels			48.8				50.2				53.8

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, 2015, 2014 and 2013, 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 at fixed prices to a commercial customer in Jamaica, which is scheduled to expire on December 31, 2018. 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.

In addition to our physical supply operations, from time to time, we may act as a trader, 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 United Arab Emirates, the Canary Islands, Barcelona, the U.S. East and West Coasts, Germany and South Africa, we purchase from local supply sources.

Our cost of marine petroleum products includes purchases from related companies. In Greece, we purchase marine petroleum products from our related company Aegean Oil, which charges us its actual cost of the marine petroleum products plus a margin, pursuant to a supply contract that currently expires on December 31, 2016 and is renewable annually. 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,
	2015					2014				2013
	(in thousands of U.S. dollars)
Third-party suppliers			3,716,726				5,934,927				5,602,389
Related company suppliers			136,724				351,526				423,353
Total			3,853,450				6,286,453				6,025,742

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 primarily derived from the employment of our vessels, the Naxos and the Karpathos, under contracts with Aegean VIII, a company owned and controlled by relatives of Mr. Dimitris Melisanidis, our founder and Head of Corporate Development. During the years ended December 31, 2015 and 2014, we recorded revenue of $5.3 million and $3.4 million, respectively, in aggregate under these contracts.

Four of our vessels, the Aegean III, the Aegean VIII, the Aegean Tiffany, and the Aegean Breeze I, are employed under a contract with an unaffiliated third-party for the distribution of refined marine petroleum products to Greek ports. During the years ended December 31, 2015, 2014 and 2013, we recognized $2.3 million, $2.7 million and $3.3 million, respectively, of revenue under this contract.

Two of our vessels, the Amorgos and the Karpathos, were employed under contracts with Aegean V, a company owned and controlled by relatives of Mr. Dimitris Melisanidis. During the years ended December 31, 2015, 2014 and 2013, we recorded revenue of $0, $1.8 million, and $8.8 million, respectively, under these contracts, which expired during 2014.

During the year ended December 31, 2015, 2014, and 2013, several of our vessels were employed under contracts with Aegean Oil, a company owned and controlled by relatives of Mr. Dimitris Melisanidis. During the years ended December 31, 2015, 2014, and 2013, we recorded aggregate revenue of $2.7 million, $0, and $0, respectively, under these contracts.

During the years ended December 31, 2015, 2014 and 2013, the Aegean III, the Aegean VIII, the Aegean Tiffany, and the Aegean Breeze I, were employed under contracts with Hellenic Environmental Center, a company owned and controlled by relatives of Mr. Dimitris Melisanidis and recorded revenue of $0.1, $0.1 and $0.1, respectively.

Our voyage revenues are also derived from the employment of our vessels under charter agreements and the employment of our bunkering tankers under contracts with other unaffiliated third parties. During the years ended December 31, 2015, 2014 and 2013, we recorded revenue of $18.4 million, $22.4 million and $12.8 million, respectively, under these contracts.

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

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 consolidated 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 storage facilities and our owned and leased on-land storage facilities;

·

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; and

·

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, New York, Belgium, Singapore and Germany, 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.

Our selling and distribution costs have been reduced over the past three years by selling our older or single hull vessels, which we assessed to be non-essential for our business. During the year ended December 31, 2015, our selling and distribution costs decreased due to the effects of the decrease in marine fuel prices on our bunker consumption.

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. During the year ended December 31, 2015, our general and administrative expenses have increased due to the expansion of our business into new service centers.

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 other non-current assets and in connection with short-term bank borrowings obtained for working capital purposes and business acquisitions. We capitalize interest incurred during the construction periods for financing our investments in bunkering vessels and storage facilities 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 and convertible senior notes. 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.

Income taxes have been provided for based upon the tax laws and rates in effect in the countries in which our operations are conducted and income is earned. There is no expected relationship between the provision for/or benefit from income taxes and income or loss before income taxes because the countries in which we operate have taxation regimes that vary not only with respect to the nominal rate, but also in terms of the availability of deductions, credits and other benefits. Variations also arise because income earned and taxed in any particular country or countries may fluctuate from year to year. Deferred tax assets and liabilities are recognized for the anticipated future tax effects of temporary differences between the financial statement basis and the tax basis of our assets and liabilities using the applicable jurisdictional tax rates in effect at the year end. A valuation allowance for deferred tax assets is recorded when it is more likely than not that some or all of the benefit from the deferred tax asset will not be realized.

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

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 the United States, Canada and Belgium, we do not pay a material amount of tax in any jurisdiction in which we operate. For the year ended 2015, our income tax amounted to $3.4 million. For the year ended December 31, 2014, our income tax amount to $0.5 million and for the year ended December 31, 2013, we recorded a tax benefit of $1.0 million. The income tax amounts are mainly attributable to our United States, Canadian and Belgian operations.

Results of Operations

Year ended December 31, 2015 compared to the year ended December 31, 2014

Sales of Marine Petroleum Products.  Sales of marine petroleum products decreased by $2,435.5 million, or 37.0%, to $4,155.5 million for the year ended December 31, 2015, compared to $6,591.0 million for the year ended December 31, 2014. The decrease was primarily attributable to a decrease of $3,083.9 million related to a decrease in the price of marine fuel and a decrease of $6.6 million related to a decrease in lubricants sales, which was partially offset by an increase of $655.0 million which was attributable to an increase in marine fuel sales volume. Sales volume of marine fuel increased by 2,150,093 metric tons, or 19.0%, to 13,482,478 metric tons for the year ended December 31, 2015, compared to 11,332,385 metric tons for the year ended December 31, 2014, due to our expansion into new markets.

Voyage Revenues. Voyage revenues decreased by $1.6 million, or 5.3%, to $28.8 million for the year ended December 31, 2015, compared to $30.4 million for the year ended December 31, 2014. The decrease was attributable to the expiration of the charter out of our leased vessel, the Charleston.

Other Revenues. Other revenues increased by $7.0 million, or 17.3%, to $47.4 million for the year ended December 31, 2015, compared to $40.4 million for the year ended December 31, 2014. The increase in other revenues for the year ended December 31, 2015, was attributable to the storage revenue we received from our facility in Fujairah.

Revenues from related companies. Revenues from related companies included in the sales of marine petroleum products and voyage revenues for the year ended December 31, 2015 were $11.7 million and $8.2 million, respectively, compared to $31.2 million and $5.3 million, respectively, for the year ended December 31, 2014. Voyage revenues from related companies increased mainly due to revenues of $2.7 million under our new contract with Aegean Oil.

Cost of revenue. The cost of sales of marine petroleum products decreased by $2,433.0 million, or 38.7%, to $3,853.5 million for the year ended December 31, 2015, compared to $6,286.5 million for the year ended December 31, 2014. The decrease in the cost of marine petroleum products was attributable to the decrease in the price of marine fuel. The cost of purchases from related parties included in the cost of sales of marine petroleum products decreased by $214.8 million, or 61.1%, to $136.7 million for the year ended December 31, 2015 due to the price decline of approximately 50%, compared to $351.5 million for the year ended December 31, 2014. The cost of voyage and other revenues for the year ended December 31, 2015 increased by $8.1 million, or 21.1%, to $46.4 million for the year ended December 31, 2015 due to costs related to our storage facility in Fujairah, compared to $38.3 million for the year ended December 31, 2014.

Gross Profit and Gross Spread on Marine Petroleum Products. Gross spread on marine petroleum products decreased slightly by $2.4 million, or 0.8%, to $302.1 million for the year ended December 31, 2015, compared to $304.5 million for the year ended December 31, 2014. The contribution of the gross profit on voyage and other revenues for the year ended December 31, 2015 was $14.0 million and $15.8 million, respectively, compared to 15.7 million and $16.9 million respectively, for the year ended December 31, 2014. Our gross spread per metric ton of marine fuel sold during the year ended December 31, 2015 decreased by $4.2, or 15.8%, to $22.0, compared to $26.6 for the year ended December 31, 2014. 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, for the year ended December 31, 2015, increased to 7.1%, from 4.6%, for the year ended December 31, 2014. 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 decreased by $15.7 million, or 7.1%, to $205.1 million for the year ended December 31, 2015, compared to $220.8 million for the year ended December 31, 2014. This decrease was mainly due to the drop in our bunkers consumption after the decrease in marine fuel prices.

General and Administrative. General and administrative expenses increased by $5.2 million, or 13.6%, to $43.3 million for the year ended December 31, 2015, compared to $38.1 million for the year ended December 31, 2014. This increase derives from the new offices we established during the year as a result of our expansion into new markets.

Interest and Finance Costs.  Interest and finance costs increased by $3.7 million, or 10.9%, to $37.6 million for the year ended December 31, 2015, compared to $33.9 million for the year ended December 31, 2014, mainly due to the end of the interest capitalization period.

Income taxes.  Income tax expense increased by $3.0 million, or 750%, to $3.4 million for the year ended December 31, 2015, compared to $0.4 million for the year ended December 31, 2014, mainly due to the higher operating income of our taxable entities.

Year ended December 31, 2014 compared to the year ended December 31, 2013

Sales of Marine Petroleum Products.  Sales of marine petroleum products increased by $308.5 million, or 4.9%, to $6,591.0 million for the year ended December 31, 2014, compared to $6,282.5 million for the year ended December 31, 2013. The increase was primarily attributable to an increase of $1.7 million related to an increase in lubricants sales and an increase of $802.4 million related to an increase in marine fuel sales, which was partially offset by a decrease of $495.6 million which was attributable to a 8.0% decrease in the average price of marine fuel (using average prices for the year ended December 31, 2014).  Sales volume of marine fuel increased by 1,391,324 metric tons, or 14.0%, to 11,332,385 metric tons for the year ended December 31, 2014, compared to 9,941,061 metric tons for the year ended December 31, 2013, due to expansion to new markets in the U.S. East Coast.

Voyage Revenues. Voyage revenues increased by $5.4 million, or 21.6%, to $30.4 million for the year ended December 31, 2014, compared to $25.0 million for the year ended December 31, 2013. The increase was attributable to our efforts to increase our vessels utilization by chartering out more vessels not currently operating on the sale of marine petroleum products.

Other Revenues.  Other revenues increased by $13.2 million, or 48.5%, to $40.4 million for the year ended December 31, 2014, compared to $27.2 million for the year ended December 31, 2013. Other revenues for the year ended December 31, 2014 were attributable to the barging revenues separately charged to our customers in the U.S. East Coast, where we commenced operations in December 2013.

Revenues from related companies. Revenues from related companies included in the sales of marine petroleum products and voyage revenues for the year ended December 31, 2014 were $31.2 million and $5.3 million, respectively, compared to $22.8 million and $8.8 million, respectively, for the year ended December 31, 2013. Voyage revenues from related companies decreased mainly due to revenues from Aegean V of $1.8 million for the year ended December 31, 2014, compared to $8.8 million for the year ended December 31, 2013.

Cost of revenue. The cost of sales of marine petroleum products increased by $260.8 million, or 4.3%, to $6,286.5 million for the year ended December 31, 2014, compared to $6,025.7 million for the year ended December 31, 2013. The increase in the cost of marine petroleum products was attributable to the increase in the volumes sold.  The cost of purchases from related parties included in the cost of sales of marine petroleum products decreased by $71.9 million, or 17.0%, to $351.5 million for the year ended December 31, 2014 due to the decrease in the price of marine fuel, compared to $423.4 million for the year ended December 31, 2013. The cost of voyage and other revenues for the year ended December 31, 2014 increased by $15.3 million, or 66.5%, to $38.3 million for the year ended December 31, 2014 due to the increase in voyage and other revenues, compared to $23.0 million for the year ended December 31, 2013.

Gross Profit and Gross Spread on Marine Petroleum Products. Gross spread on marine petroleum products increased by $47.8 million, or 18.6%, to $304.5 million for the year ended December 31, 2014, compared to $256.7 million for the year ended December 31, 2013. The increase in our gross spread on marine petroleum products mainly resulted from the increase in volume delivered. The contribution of the gross profit on voyage and other revenues for the year ended December 31, 2014 was $15.7 million and $16.9 million, respectively, compared to $8.8 million and $20.4 million respectively, for the year ended December 31, 2013. Our gross spread per metric ton of marine fuel sold during the year ended December 31, 2014 increased by $1.2, or 4.7%, to $26.6, compared to $25.4 for the year ended December 31, 2013. 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, for the year ended December 31, 2014, increased to 4.6%, from 4.1%, for the year ended December 31, 2013. 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 $19.2 million, or 9.5%, to $220.8 million for the year ended December 31, 2014, compared to $201.6 million for the year ended December 31, 2013. This increase was mainly due to our acquisition of the U.S. East Coast business incurred on December 18, 2013. Please also refer to Note 3 to our consolidated financial statements included herein.

General and Administrative. General and administrative expenses increased by $8.4 million, or 28.3%, to $38.1 million for the year ended December 31, 2014, compared to $29.7 million for the year ended December 31, 2013. This increase derives from our expansion in the U.S. East Coast during the year ended December 31, 2014.

Interest and Finance Costs.  Interest and finance costs increased by $5.8 million, or 20.6% to $33.9 million for the year ended December 31, 2014, compared to $28.1 million for the year ended December 31, 2013, mainly due to our issuance of 4.00% Convertible Unsecured Senior Notes due 2018.

Income taxes.  Income taxes increased by $1.4 million, or 140%, to $0.4 million income tax expense for the year ended December 31, 2014, compared to $1.0 million income tax benefit for the year ended December 31, 2013, mainly due to the higher operating income of our taxable entities.

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 consolidated 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.

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 do not record a servicing asset or liability on our consolidated balance sheets because we estimate that the fee we receive is at fair value. Servicing fees are recorded in the interest and finance costs in the accompanying consolidated statements of income. 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.

Vessel Depreciation

We record the value of our vessels at their cost (which includes acquisition costs directly attributable to the vessel, capitalized interest and expenditures made to prepare the vessel for its initial voyage) less accumulated depreciation and impairment, if any. 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. 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. 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 and may result in an impairment charge. A 20% decrease in the remaining estimated useful lives of our vessels would increase our depreciation charge for the year ended December 31, 2015 by $4.3 million.

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.

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, we rely upon estimates made by management with regard to our 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, our accounting estimates might change from period to period. As a consequence, our estimates of undiscounted cash flows involve sensitivity tests on the sales volume, average inflation rate, and gross spread. 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 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 (until September 2015), Canary Islands and Panama, a non-compete covenant in Belgium, an acquired time chartering agreement in the United States (until September 2014) and goodwill derived from the Company's acquisitions in Belgium, Canada and United States. 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. In September 2015, we ceased our operations in the Portland terminal and we wrote off the unamortized value of the intangible asset associated with the concession agreement we were granted by the Portland Port Authorities. These assets are being amortized over their useful life. In connection with our acquisition of the U.S. East Coast business, we acquired an agreement for the chartering-in of a barging vessel. We recorded the estimated fair value of this acquired agreement, which includes a fixed day rate that is below the day rate available as of the acquisition date, and we amortized it over the duration of the contract. 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.

We 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 historical data and to management judgment related to revenue growth, capacity utilization, the weighted average cost of capital of approximately 8%, and the future price of marine fuel products. Although we believe that the assumptions used to evaluate potential impairment are reasonable and appropriate, such assumptions are subjective. We perform sensitivity tests on our sale volume, gross spread, net operating cash flows, average inflation and growth rate. No impairment loss was recorded for any of the periods 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.

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 Costs
Year Ended December 31,	Bunkering				Non-bunkering				As Reported					As Incurred
									(in thousands of U.S. dollars)
2015			48.8				14.9				6,704				8,690
2014			50.2				14.8				5,536				10,229
2013			53.8				9.2				7,078				8,929

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 January 8, 2016, we commenced bunker trading operations in the South American market.

On March 31, 2016, we commenced physical supply operations in South Africa's Algoa Bay.

On March 23, 2016, we took delivery of Umnenga, a 66,895 dwt double-hull bunkering tanker built in 1993, to deploy in our service station in South Africa. The vessel was purchased from a third-party seller for $8.6 million. The vessel purchase was financed with a portion of the proceeds we received from a new $13 million credit facility, with the remainder of proceeds used to repay the 2008 Overdraft Facility (see "B.–Liquidity and Capital Resources" below).

On April 14, 2016, we signed a Memorandum of Agreement to sell our vessel Aegean Champion, a 23,400 dwt double hull bunkering tanker built in 1991, to a third-party purchaser for a purchase price of $5.7 million, resulting in a total loss of approximately $1.5 million.  We expect to deliver this vessel to its new owner on May 9, 2016.

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 United Arab Emirates dirham, the Gibraltar pound, the Canadian dollar, the Jamaican dollar, the Singapore dollar, the Russian ruble, the South African rand, and the Brazilian real. 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 and convertible notes issuances, (iii) short-term borrowings from banks, (iv) long-term bank debt and (v) trade receivables purchase agreements. 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 or land-based storage facilities. The credit agreements for the long-term debt facilities are secured with first priority mortgages over certain of our vessels or land-based storage facilities.

Borrowings

As of December 31, 2015 and 2014, we had the following outstanding borrowings:

Date of Facility			Outstanding balance as of December 31, 2015				Outstanding balance as of December 31, 2014
Credit Facilities			(in millions of U.S. dollars)
2015 Fujairah Credit Facility	October 7, 2015			119.8				-
2014 Long Term Loan Agreement	March 21, 2014			3.8				4.2
2014 Uncommitted Working Capital Facility	August 12, 2015			80.0				110.5
2013 Secured Multicurrency Revolving Credit Facility	September 16, 2015			239.2				316.5
2013 Fujairah Credit Facility	March 11, 2013			-				59.0
2010 Newbuilding Secured Loan Facility	April 1, 2010			4.2				5.2
2010 Newbuilding ANWE Loan Facility	April 1, 2010			1.0				1.4
2008 Overdraft Facility	May 31, 2015			5.4				7.0
2008 Secured Term Loan	June 29, 2012			0.3				1.7
2008 Newbuilding Secured Term Loan	April 24, 2008			23.6				25.6
2007 Newbuilding Secured Term Loan	July 5, 2007			21.1				25.4
First 2006 Newbuilding Secured Term Loan	December 19, 2006			11.4				14.2
2006 Newbuilding Secured Syndicated Term Loan	October 30, 2006			42.5				46.0
Second 2006 Newbuilding Secured Term Loan	October 27, 2006			9.9				11.2
Third 2006 Newbuilding Secured Term Loan	October 25, 2006			16.1				17.5
2005 Newbuilding Secured Syndicated Term Loan	August 30, 2005			17.8				20.1
Convertible Bond
4.00% 2013 Convertible Unsecured Senior Notes due 2018	October 23, 2013			77.9				75.4
4.00% 2015 Convertible Unsecured Senior Notes due 2018	January 16, 2015			42.7				-
Total				716.7				740.9

For the Credit Facilities, 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 borrowings:

Credit Facilities

2016 South Africa Credit Facility. On March 21, 2016, our subsidiary, Aegean Bunkering Services Inc., entered into a secured credit facility for $13 million to finance the purchase price of the vessel Umnenga and to repay the 2008 Overdraft Facility. The loan bears interest at LIBOR plus a margin of 4.50%.

2015 Fujairah Credit Facility. On October 7, 2015, our subsidiary, Aegean Oil Terminal Corporation, entered into a secured credit facility for AED440 million (US$119.7 million) with an international bank. The loan bears interest at EIBOR plus a margin of 3.0% and has an interest floor rate of 5.50%. The proceeds were used to repay our 2013 Fujairah Credit Facility and for working capital. As of December 31, 2015, the outstanding balance under this facility was $119.8 million.

2014 Long Term Loan Agreement. On March 21, 2014, we entered into a long term loan agreement for $4.5 million to partly finance our acquisition of the New Jersey. The loan will be repaid in forty quarterly installments and bears interest at a rate of LIBOR plus a margin of 2.80%. As of December 31, 2015 and 2014, the outstanding balance under this facility was $3.8 million and $4.2 million, respectively.

2014 Uncommitted Working Capital Facility. On December 17, 2013, Aegean Bunkering (USA) LLC, our wholly-owned subsidiary which assumed the U.S. East Coast bunkering business of Hess following our acquisition, entered into a $150.0 million uncommitted facility, which was renewed on August 22, 2014 for one year and for an amount up to $250.0 million. We used a portion of the proceeds of this facility to fund the purchase of inventories pursuant to the acquisition from Hess and to fund our expansion into the U.S. market. The facility was thereafter renewed on August 12, 2015 for an additional year, and matures on August 12, 2016. The facility bears interest at LIBOR plus a margin of 2.1%. As of December 31, 2015 and December 31, 2014, the outstanding balance under this facility was $80.0 million and $110.5 million, respectively.

2013 Secured Multicurrency Revolving Credit Facility. On September 19, 2013, AMP, Aegean Petroleum International Inc. and Aegean NWE N.V., our wholly-owned subsidiaries, entered into a $1 billion Secured Multicurrency Revolving Credit Facility with a syndicate of commercial lenders, which we and these subsidiaries have guaranteed. The facility is comprised of three tranches, consisting of Tranche A of $155 million initially for a one year tenor, Tranche B of $115.0 million initially for two year tenor and Tranche C of $730 million for an uncommitted tenor. On September 18, 2014, our wholly-owned subsidiaries renewed the facility for a two-year period. On September 16, 2015, our wholly-owned subsidiaries, including Aegean Bunkering Germany BD&M, again renewed the facility and extended the terms of Tranche A and Tranche B, each for an additional one year period. Outstanding amounts under Tranche A and Tranche B bear interest at LIBOR, plus a margin of 2.1% and 2.5%, respectively, and outstanding amounts under Tranche C bear interest at a rate determined by the relevant lender that represents its cost of funds, plus a margin of 2.0%. The facility imposes certain operating and financial restrictions on us, which, among other things, restrict our ability to incur debt, change our legal and beneficial ownership, merge or consolidate, acquire or incorporate companies and change our business activities. As of December 31, 2015 and December 31, 2014, the outstanding balance on this facility was $239.2 million and $316.5 million, respectively.

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. This facility was repaid in full on October 22, 2015, using a portion of the proceeds we received from our 2015 Fujairah Credit Facility.

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, 2015 and December 31, 2014, the outstanding balance under this facility was $4.2 million and $5.2 million (or €3.9 million and €4.3 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 matures on July 1, 2019. As of December 31, 2015 and December 31, 2014, the outstanding balance under this facility was $1.0 million and $1.4 million (or €0.9 million and €1.1 million), respectively.

2008 Overdraft Facility. On March 30, 2011, our subsidiary Aegean Bunkering Services Inc. entered into an overdraft facility for an amount of $10.0 million. Thereafter, we renewed and amended this facility several times to reduce the amount available for borrowing to up to $7.0 million. This facility bore interest at LIBOR plus 6.0%. As of December 31, 2015 and December 31, 2014, we had $5.4 million and $7.0 million outstanding under this facility, respectively. This facility was repaid in full on March 22, 2016, using a portion of the proceeds we received from our 2016 South Africa Credit Facility.

2008 Secured Term Loan. On July 8, 2008, our subsidiary Aegean Bunkering Services Inc. entered into a collateralized term loan facility with a bank for an amount of $15.0 million, which was amended on June 29, 2012. On July 11, 2013, the facility was amended to extend the repayments up to and including January 8, 2016. This facility bore interest at LIBOR plus 5.25%. As of December 31, 2015 and December 31, 2014, we had $0.3 million and $1.7 million outstanding under this facility, respectively. This facility was repaid upon its maturity in January 2016.

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 collateralized 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 December 31, 2015 and December 31, 2015, we had $23.6 million and $25.6 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. (subsequently replaced by Ios Shipping Ltd), Sifnos Marine Inc. and Tinos Marine Inc. (subsequently replaced by Aegean VII Shipping Ltd.), as co-borrowers, jointly and severally, entered into a collateralized credit facility for an aggregate amount of $37.6 million with an international commercial bank to partially 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% for the Andros Tranche, the Delos Tranche and the Ios Tranche (plus additional compliance costs), and LIBOR plus 2.0% for the Sifnos Tranche and the Tinos Tranche (plus additional compliance costs). As of December 31, 2015 and December 31, 2015, the outstanding balance under this facility was $21.1 million and $25.4 million, respectively.

First 2006 Newbuilding 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., as co-borrowers, jointly and severally entered into a collateralized term loan 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 was collateralized by a first priority mortgage over each of the vessels. On December 19, 2006, this facility was refinanced as part of the term loan component of the facility agreement for a term loan, overdraft and guarantee facility with the same bank, with the Company and AMP serving as joint and several borrowers. The term loan component of the facility agreement for a term loan, overdraft and guarantee facility bears interest at LIBOR plus 1.15% plus additional compliance costs. As of December 31, 2015 and December 31, 2015, we had $11.4 million and $14.2 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. (subsequently replaced by Ios Marine Inc.) and Kythira Marine S.A., as co-borrowers, jointly and severally entered into a syndicated secured term loan for an aggregate amount of $64.8 million with an international commercial bank to partially 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 December 31, 2015 and December 31, 2014, the outstanding balance under this facility was $42.5 million and $46.0 million, respectively.

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, 2015 and December 31, 2014, the outstanding balance under this facility was $9.9 million and $11.2 million, respectively.

Third 2006 Newbuilding 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 term loan for an aggregate amount of $26.3 million to partially finance the construction costs of three double hull tankers the Patmos, Nisyros and Karpathos, respectively. This facility bears interest at LIBOR plus 1.30%. As of December 31, 2015 and December 31, 2014, the outstanding balance under this facility was $16.1 million and $17.5 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. (subsequently replaced by Lefkas Marine S.A.), Paros Maritime Inc., Santorini I Maritime Limited (formerly known as Santorini Maritime I Inc.) and Serifos Maritime Inc. ((subsequently replaced by Serifos Shipping (Pte.) Ltd.), 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 December 31, 2015 and December 31, 2014, the outstanding balance under this facility was $17.8 million and $20.1 million, respectively.

Convertible Bond

4.00% Convertible Unsecured Senior Notes due 2018. On October 23, 2013, we issued $75.0 million aggregate principal amount of 4.00% Convertible Unsecured Senior Notes, or the Initial Notes, which are due November 1, 2018. The full over allotment option granted was exercised and an additional $11.3 million Initial Notes were purchased by the underwriters. Accordingly, $86.3 million in aggregate principal amount of the Initial Notes was sold, resulting in aggregate net proceeds of approximately $83.4 million after the underwriters' commissions. We have bifurcated, at the issuance date, the $86.3 million principal amount of the Initial Notes into liability and equity components of $72.7 million and $13.6 million, respectively, by first determining the carrying amount of the liability component of the Initial Notes by measuring the fair value of a similar liability that does not have an associated equity component. The equity component was calculated by deducting the fair value of the liability component from the total proceeds received at issuance.

On January 16, 2015, we issued an additional $48.3 million aggregate principal amount of the Initial Notes, or the New Notes, and together with the Initial Notes, the Notes, including the full exercise by the underwriters of the overallotment option, resulting in aggregate net proceeds of approximately $52.2 million after the underwriters' commissions and before expenses. The New Notes have the same terms (other than issue date and public offering price) as the Initial Notes and rank pari passu with, and vote together with, the holders of the Initial Notes. The New Notes also have the same CUSIP number and ISIN as the Initial Notes and are fungible with the Initial Notes for trading purposes.

As of December 31, 2015 and December 31, 2014, the aggregate outstanding liability under the Notes was $120.6 and $75.4 million, respectively.

Trade Receivables Purchase Agreement

Covenants

·

minimum net equity of between $175.0 million to $250.0 million, depending on the applicable credit facility;

·

consolidated net tangible net worth of $410.0 million;

·

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 $125 million;

·

minimum interest coverage ratio of at least 1.9-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.

The agreements governing our indebtedness 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;

·

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:

·

a first priority mortgage over each of the applicable pledged vessels or storage facility in favor of each of our lenders;

·

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

·

corporate guarantees.

A violation of any of the financial covenants contained in our credit facilities described above may constitute 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.

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. A cross-default provision means that a default on one loan would result in a default on certain of our 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 waivers of or amendments to our credit facilities that we have obtained, or may obtain in the future, 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.

As of December 31, 2015, we were in compliance with all of the financial covenants contained in our credit facilities.

Liquidity and Uses of Cash

Cash and cash equivalents as of December 31, 2015 and 2014, amounted $139.3 million and $129.6 million, respectively. The table below illustrates our working capital and working capital excluding cash and debt as of December 31, 2015 and 2014. 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,
	2015				2014
	(in thousands of U.S. dollars)
Working capital			341,841				202,593
Working capital excluding cash and debt			477,594				428,326

Our working capital, excluding cash (and restricted cash) and debt, increased to $477.6 million as of December 31, 2015 from $428.3 million as of December 31, 2014. Our working capital position also increased to $341.8 million as of December 31, 2015 from $202.6 million as of December 31, 2014.

As of December 31, 2015, we had $1.077 million in available liquidity, which includes unrestricted cash and cash equivalents of $139.3 million and available undrawn amounts under our working capital facilities of $937.2 million to finance working capital requirements.

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, 2015, 2014 and 2013.

	Year Ended December 31,
	2015					2014				2013
	(in thousands of U.S. dollars)
Payments for vessel acquisitions			-				7,786				-
Payments for vessel construction			2,979				2,730				1,585
Payments for drydocking			9,502				10,304				8,999
Payments for other fixed assets under construction			5,391				61,405				62,675
Payments for other fixed assets			771				7,955				5,136

We do not anticipate any payments for vessel construction 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 remain the same during the year 2016.

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 Used In/Provided by Investing Activities

Net cash used in investing activities was $7.6 million for the year ended December 31, 2015, compared to $59.5 million for the same period in 2014. During 2015, we paid $3.0 million for the construction of our non self-propelled tanker barge, the PT40, and $5.4 million in connection with the construction of our storage facility in Fujairah. Furthermore, $1.5 million of restricted cash was released due to revocation of letters of guarantees from port authorities.

Net cash used in investing activities was $59.5 million for the year ended December 31, 2014, compared to $181.8 million for the same period in 2013. During 2014, we paid $61.4 million mainly for the construction of our storage facility in Fujairah and $7.8 million for the acquisition of the vessel New Jersey. Furthermore, we received net cash consideration of $16.2 million for the sale of our tankers, Aegean Flower, Aegean X, Aegean XI, Aegean XII, PT36, Leader and Aegean Daisy.

Net Cash Used In/Provided by Financing Activities

Net cash used in financing activities was $28.3 million for the year ended December 31, 2015, compared to $50.3 million provided by financing activities for the same period in 2014. This decrease was mainly due to our 4.00% Convertible Unsecured Senior Notes due 2018 and our new long term loan agreement that partly financed our working capital requirements. Furthermore, during the year ended December 31, 2015, we paid financing costs of $9.0 million, while we declared and paid dividends of $3.9 million to our shareholders.

Net cash used in financing activities was $50.3 million for the year ended December 31, 2014, compared to $126.0 million provided by financing activities for the same period in 2013. This decrease was mainly due to repayment of short-term borrowings. Furthermore, during the year ended December 31, 2014, we paid financing costs of $3.3 million, while we declared and paid dividends of $0.3 million to non-controlling parties and of $2.4 million to our shareholders.

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

Not applicable.

D.	Trend information.

During the year ended December 31, 2015, our sales volume of marine fuel increased by 19.0%, as compared to the prior year, which was mainly due to our expansion in new markets and the increase in sales volumes. Sales volumes are expected to increase further during 2016 in light of our presence in new markets such as South America and South Africa.

We plan to continue to expand our operations into new markets during 2016 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 in 2011, we have currently built up an extensive production and distributing network in major and minor worldwide ports for our brand. Within 2016, we expect to continue expanding our branded supply and we expect our sales volumes to increase, as we expand our 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. 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.

F.	Tabular disclosure of contractual obligations.

Contractual Obligations

The following table sets forth our contractual obligations as of December 31, 2015:

		Within One Year				One to Three Years				Three to Five Years				More than Five Years				Total
		(in millions of U.S. dollars)
Long-term debt (excluding interest)			-				120.6				-				-				120.6
Long-term debt secured (excluding interest)			26.4				151.1				114.9				54.2				346.5
Operating lease commitments			31.6				52.1				27.0				138.2				248.9
Interest on long-term bank debt (1)			14.9				23.2				9.6				16.9				64.6
Minimum purchase commitments (2)			64.7				-				-				-				-
Total			137.6				346.8				151.0				206.0				841.4