Today s Presenters Jonathan McIlroy President Spyros Gianniotis Chief Financial Officer Justin Yagerman Senior Vice President Investor Relations and Business Strategy 2
Who We Are Q4 Performance Overview Jonathan McIlroy President
Q4 2017 Results (1)(2)(3)(4) 4q16 3q17 4q17 YoY % QoQ% Sales Volumes (MT) 3,954,700 4,139,624 3,511,023-11.2% -15.2% Gross Profit $ 90,797 $ 67,885 $ 59,843-34.1% -11.8% Operating Expense $ 66,422 $ 61,125 $ 69,186 4.2% 13.2% GAAP Net Income $ 16,025 $ (3,775) $ (28,609) -278.5% 657.9% Adjusted Net Income/(Loss) $ 16,025 $ (3,802) $ (19,642) -222.6% 416.6% Adjusted EPS $ 0.41 $ (0.10) $ (0.48) -218.0% 366.5% Adjusted EBITDA $ 32,458 $ 15,133 $ (1,351) -104.2% -108.9% Gross Spread per MT $ 21.1 $ 14.6 $ 15.5-26.5% 6.2% EBITDA per MT $ 8.2 $ 3.7 $ (0.4) -104.7% -110.5% (1) All amounts are in thousands of USD unless otherwise specified. (2) Gross Profit = Total Revenue Total Cost of Sales (3) Figures adjusted for the sale of non-core assets, vessel impairment charge and the accelerated amortization of restricted shares and deferred financing fees as necessary. (4) See appendix for table reconciling adjusted results to GAAP results Results reflect a highly-competitive market that remains under pressure 4
Overview of Challenging Operating Environment Challenging bunker market conditions, driven by intense competition, expected to persist Headwinds in marine fuel market reflected in Q4 and 2017 results Recognize we need to be proactive beyond managing core business Despite making strides in reducing expenses and rationalizing global footprint, Aegean explored strategic alternatives, including acquiring complementary businesses with strong growth prospects 5
HEC Acquisition Review Jonathan McIlroy President
Background of the Transaction A Compelling Growth Company Board consistently reviews opportunities to enhance value Approached H.E.C. Europe Limited about a potential transaction given natural fit Engaged independent financial and legal advisors to support with transaction and valuation Transaction unanimously approved by a special committee comprised solely of the independent directors of Aegean s Board On February 20, 2018, Aegean announced agreement to acquire HEC, parent company of Hellenic Environmental Center S.A. and a group of companies that together provide global port reception facilities services, for an enterprise value of approximately $367 million (1) (1) This amount includes certain debt and other-debt like items to be assumed by Aegean in connection with the transaction. 7
Combined Company Well Positioned for Value Creation Significant synergy potential via ability to leverage current Aegean platform and asset base to market HEC services Exciting growth potential through identified acquisitions and geographic expansion projects Attractive utility-like business model with recurring revenues Immediately accretive to adjusted EPS in year one HEC expected 2018E EBITDA of $35 - $40 million inclusive of acquisitions (1) $29 - $34 million net of acquisitions (1) Subject to material change. Assumes timely closing of the transaction and completion of targeted acquisitions in 2018. 8
Valuation Comps Market Cap Enterprise Value EV/EBITDA EV/EBITDA EV/EBITDA EBITDA Net Debt/ Company Ticker Share Price ($millions) ($millions) (Current vs. TTM) 2018E 2019E Growth EBITDA Advanced Disposal Services Inc. ADSW $22.42 $1,984 $3,936 10.9x 9.2x 8.7x -5.0% 5.4x Clean Harbors Inc. CLH $51.07 $2,886 $4,178 10.0x 8.9x 8.4x 16.9% 3.1x Daiseki Co., Ltd. TYO: 9793 2,968 $1,202 $1,044 10.4x 10.5x 9.4x -8.2% -2.2x Formento de Construcciones y Contratas, S.A. FCC 9.63 $4,521 $9,280 9.3x 9.0x 8.7x N/A 4.8x Heritage-Crystal Clean, Inc. HCCI $23.55 $541 $528 9.9x 10.6x 9.3x 84.9% -0.2x Republic Sevices Inc. RSG $68.08 $22,549 $30,655 11.0x 10.5x 10.0x 6.8% 2.9x US Ecology Inc. ECOL $53.95 $1,180 $1,506 15.4x 11.9x 11.4x -7.5% 3.3x Veolia Environment S.A. VIE 19.21 $13,412 $23,728 7.1x 5.9x 5.6x 6.2% 2.7x Waste Management Inc. WM $85.82 $37,218 $46,710 11.6x 11.1x 10.5x 11.5% 2.4x Stericyle Inc. SRCL $63.12 $5,400 $8,814 36.4x 11.3x 10.6x -64.8% 11.2x Covanta Holding Corp. CVA $15.10 $1,978 $4,455 14.1x 10.2x 9.9x 0.0% 7.8x Waste Connections Inc. WCN $71.93 $18,965 $22,515 17.9x 14.6x 13.7x 37.5% 2.8x Casella Waste Systems Inc. CWST $24.06 $1,017 $1,498 25.3x 10.9x 10.5x -49.0% 8.1x Evoqua Water Technologies Co. AQUA $23.90 $2,707 $3,452 N/A 14.0x 12.6x 38.2% N/A Average $8,254 $11,593 14.6x 10.6x 9.9x 5.2% 4.0x Median $2,796 $4,316 11.0x 10.6x 10.0x 6.2% 3.1x Source: Bloomberg HEC Europe Limited (1) $329 $367 23.7x 11.7x N/A 103.2% 2.5x Adjusted for 2017 Lost Sales and 2018 Acquisitions (2) 19.3x 10.3x N/A 97.4% 2.0x (1) 2017E EBITDA of $15.5 million and 2018E EBITDA of $31.5 million (midpoint of estimate excluding acquisitions). Net debt at time of purchase (2) 2017E EBITDA of $19.0 million adjusted for estimated lost oil sales and estimated 2018E EBITDA of $37.5 million (midpoint of estimate with acquisitions on estimated elevated EV). Net debt/ebitda calculated at time of purchase on adjusted 2017E EBITDA. 2018E EV/EBITDA calculated on EV adjusted for acquisitions. Assumes timely closing of the transaction and completion of targeted acquisitions in 2018. Pricing as of US Market Close on March 6, 2018 9
Significant Estimated Organic EBITDA Growth Explained Estimated Note: Each of the individual expected bridge amounts are indicative only and subject to material change. Projections based on $67/bbl Brent crude price benchmark. 10
Focus on Complementary Acquisitions Acquisitions Three acquisitions currently under negotiation by H.E.C. Transactions are expected to close in 2018 If acquisitions are completed in 2018, ~$15 million of Revenue and ~$6 million of EBITDA would be expected on an annual basis Each acquisition is highly complementary to the pro forma combined footprint Geographic Expansion Projects HEC is currently negotiating partnerships with port authorities and port owners in two new geographic locations The combined opportunities represent over nine port locations with over 23,000 vessel calls per annum Projects are expected to commence operations within 6-18 months of closing the Aegean / HEC transaction 11
Significant Synergy Potential Ability to Market Services to Aegean Clients Have already heard positive feedback from key customers HEC able to leverage Aegean s strong client base to provide waste disposal services Aegean s existing relationships provide additional recycled oil sales opportunities Ability to Leverage Aegean s Existing Asset Base HEC able to redeploy / repurpose underutilized Aegean ships Repurposed tonnage lowers potential capex requirements Potential to reduce corporate expenses by consolidating offices Ability to Expand into New Geographies HEC able to leverage Aegean s existing team and port relationships to expedite market expansion Ability to Leverage Aegean s Operational Expertise Aegean s strong ship management to provide operating efficiencies for the combined fleet Access to Aegean s risk management and operating expertise will provide world class industry intelligence HEC s complementary business model is expected to unlock benefits from Aegean s global footprint, enhanced asset utilization and diverse customer base 12
Business Update Jonathan McIlroy President
Aegean Business Update Q4 2017 results were hampered by $15.3 million of non-recurring expense items and $12 million in impact from hedging Cost reduction efforts continue to yield results Ceased operating physical supply business in Singapore where margins were unsupportive of profitable business Continued reducing volumes in the Fujairah market Secured contract cover for the majority of the Company s clean product tanks in the Fujairah storage facility Recalibrated U.S. West Coast storage footprint to better fit the ongoing business and lower overhead Continued the active management of our vessel fleet with a dynamic chartering program including the reactivation of one vessel from hot lay-up and placement of one more vessel in cold lay-up, thereby increasing the total number of vessels in cold lay-up to five 14
Delivering on Strategic Initiatives Cost Reductions Operating expense net of non-recurring items decreased $2.7 million Continued focus on reducing cost, rationalizing/optimizing presence in key operating hubs and maximizing asset utilization Singapore Delivered last physical cargo in January 2018 Los Angeles Storage Facility Transition to new storage facility is complete Fleet Deployment Continue active fleet management and lay-up program Expansion into new more profitable markets Commenced physical supply operations on the Kiel Canal (Germany) in January 2018 15
Expense Reduction Achieved and Identified Roughly $25 million of $30 million annual cost reduction initiative Fleet Optimization - $8 million / year 7 vessels active on short/long term charters at close of 2017 5 vessels in lay-up close of 2017 with 2 set for profitable re-activation in Q1 2018 Los Angeles Rationalization - $9 million / year Right-sized storage capacity Reduced delivered volumes based on targeting higher margin business Business Overhead Reduction - $8 million / year Singapore physical supply ceased Fujairah market downsized USWC business rescaled Projected Annual Cost Reductions Millions $30 $25 $20 $15 $10 $5 $- GOAL Vessel Storage G&A 16
Looking Forward Close HEC transaction and execute on integration Execute on expansion initiatives at HEC Continue cost savings initiatives at Aegean Actively manage portfolio of assets and geographic regions Focus on profitable growth opportunities at Aegean 17
Who We Are Financial Performance Spyros Gianniotis CFO
Selected Financials (1) (2) (3) Year-on-Year Comparison 4q16 4q17 YoY % Sales Volumes (MT) 3,954,700 3,511,023 (11.2)% (2) Gross Profit $ 90,797 $ 59,843 (34.1)% EBITDA $ 32,458 $ (1,351) (104.2)% Adjusted Operating Income $ 24,375 $ (9,343) (138.3)% Adjusted Net Income/(loss) $ 16,025 $ (19,642) (222.6)% Quarter-on-Quarter Comparison 3q17 4q17 QoQ % Sales Volumes (MT) 4,139,624 3,511,023 (15.2)% (2) Gross Profit $ 67,885 $ 59,843 (11.8)% EBITDA $ 15,133 $ (1,351) (108.9)% Adjusted Operating Income $ 6,733 $ (9,343) (238.8)% Adjusted Net Income/(loss) $ (3,802) $ (19,642) 416.6% (1) All amounts are in thousands of USD unless otherwise specified. (2) Gross Profit = Total Revenue Total Cost of Sales (3) Figures adjusted for the sale of non-core assets, vessel impairment charge and the accelerated amortization of restricted shares and deferred financing fees as necessary. 19
Reconciliation of Extraordinary Items GAAP Reported figures for the quarter were impacted by several factors: $4.2mm non-recurring cash charges Legal & advisory fees, severance, and tax $11.0mm non-recurring non-cash charges FX, severance, vessel sale, financing fees and closure of Singapore $12mm impact from hedging in December Recouped in January when inventory was sold GAAP Reported Net Loss $ (28,609) + Non-recurring cash charges 4,248 + Non-recurring non-cash charges 11,013 + Hedging losses on timing effects 12,000 Adjusted Net Income $ (1,348) EPS $ (0.03) 20
Sales Volume (mt) Spread per Metric Ton Gross Profit Drivers 4,500,000 4,000,000 3,500,000 3,000,000 2,500,000 2,000,000 $30 $25 $20 $15 $10 $5 $- Volumes Gross Spread EBITDA per MT Note: Figures adjusted for the sale of non-core assets, vessel impairment charge and the accelerated amortization of restricted shares as necessary. Metrics Q4 2016 Q3 2017 Q4 2017 Sales Volume (MT) 3,954,700 4,139,624 3,511,023 Gross Spread/MT $21.1 $14.6 $15.5 EBITDA/MT $8.21 $3.66 $(0.38) 21
Millions Liquidity & Capital Structure Debt Analysis Gearing Working capital debt $ 775,509 + Fixed asset debt 232,387 23% Fixed asset debt = Total Debt $ 1,007,896 Net Debt 53% 24% Senior convertible notes, net Short-term debt, incl. long-term portion Total Debt $ 1,007,896 + Trade payables 125,062 Net Debt - Cash 71,079 $140 $120 - Trade receivables, net 629,229 $100 - Inventory 283,922 $80 $60 - Other current assets 96,863 $40 $20 = Net Debt $52,065 $0 22
2018 Convertible Note Update $94.55 million remains outstanding on our 4.00% convertible notes due November 2018 Aegean continues to weigh its options on how best to address this maturity Aegean will seek to minimize or eliminate any equity dilution associated with the maturity of this note or its refinancing Options currently under consideration include (but are not limited to): Offer unlevered current assets as collateral for refinancing Refinancing of fixed assets to cover some or all of our obligations under the notes Potential sale and/or sale-leaseback of fixed assets generating liquidity to address some or all of the maturity 23
Closing Remarks Jonathan McIlroy President
Appendix 25
Adjustments to Net Income attributable to AMPNI shareholders 4Q16 4Q17 2016 2017 Net income/(loss) to AMPNI shareholders 16,025 (28,609) 51,871 (29,307) Add: Loss on sale of vessels - - 6,312 (94) Add: Vessel impairment charge - 2,648-2,648 Add: Accelerated Shares - 4,786 3,230 4,786 Add: Accelerated amortization of deferred financing fees - 1,533-1,533 Adjusted net income/(loss) to AMPNI shareholders 16,025 (19,642) 61,413 (20,434) Add: Other extraordinary, non-recurring items - 6,294 6,294 Add: Hedging losses on timing effects - 12,000-12,000 Further adjusted net income/(loss) for extraordinary items and hedging 16,025 (1,348) 61,413 (2,140) 26
HEC Overview Company Timeline The environmental branch of the Eckelman Group is acquired and renamed to Green Ports Hamburg. The Group takes over the largest treatment installation in Northern Europe and enters the North European Market, as well as the solid waste management market The Group signs MOU with a Major Port Infrastructure Operator 27
HEC Overview Waste Collection & Transportation HEC s main operations reside within its ability to collect ship-generate waste and provide treatment services for the collected waste. The company conducts its services via its fleet of 22 owned vessels and barges, which are used primarily to collect waste, and its 2 land based treatment facilities which are used to process and purify the waste. HEC s land-based treatment facilities are located in Drapetsona, Greece and in Hamburg, Germany. HEC s vessels collect oily waste from ships at port or at anchorage off of port and then transport the waste using its ships or barge or trucks to the treatment facilities for purification. Sources: HEC 2016 audited financials, HEC website 28
HEC Overview Waste Treatment Facilities Sources: HEC 2016 audited financials, HEC website 29
HEC Overview Streams of Revenue HEC generates revenue from the sale of its recovered oil after treatment. This portion of its business tends to be more volatile in nature due to the spot market nature of the recovered oil market. Prices of these oils fluctuate and are similar to prices of residual fuel oil or marine bunker fuel. HEC sells the recovered oil from its 2 land treatment facilities in Drapetsona, Greece and Hamburg, Germany. HEC has achieved a concession for the majority of Greek ports in which it is paid fees by ships calling at various ports in the country, the most active of which is in Piraeus. This concession lasts for 35 years and was awarded in 2014. Ships that discharge waste are provided a partial refund of the port fee. In Gibraltar and Hamburg the Group receives port reception facilities fees from ships calling at port and is viewed by the local port authorities as the preferred provider. HEC receives additional fees from collecting marine oil waste (Marpol) when the volume exceeds the amount covered by port fees. In addition it receives fees for other services such as tank washing and other treatments. Oil spill fighting is a more variable part of HEC s business due to the relatively rare occurrence of oil spills. HEC offers this service in its Greek and Hamburg operations (via preferred partners standing with the local port authorities). C Industrial cleaning services are conducted via HEC s joint ventures in Greece as well as outright by HEC in its Hamburg operations. This service is primarily conducted for land-based industrial facilities and represent a relatively small portion of HEC s overall revenue. Sources: HEC 2016 audited financials, HEC website 30
Cautionary Statement This presentation and oral statements made from time to time by officers and directors of the Company contain forward-looking statements. The Private Securities Litigation Reform Act of 1995 (the PSLRA ) provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts. The Company desires to take advantage of the safe harbor provisions of the PSLRA and is including this cautionary statement in connection therewith. Such statements that are not historical facts are hereby identified as forward-looking statements and are intended to be covered by the safe harbor provisions of the PSLRA and can be identified by the use of the words believe, expect, predict, project, potential, estimate, anticipate, should, intend, may, will, and similar expressions or variations of such words, or by discussion of future financial results and events, strategy or risks and uncertainties, trends and conditions in Aegean s business and competitive strengths, all of which involve risks and uncertainties. The forward-looking statements in this presentation are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, Company management's examination of historical operating trends, data contained in the Company's records and other data available from third parties. Although the Company believes 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 the Company s control, the Company cannot assure you that it will achieve or accomplish these expectations, beliefs or projections. In addition to these important factors, other important factors that, in the Company s view, could cause actual results to differ materially from those discussed in the forward-looking statements include the Company s ability to successfully complete the proposed acquisition of HEC on anticipated terms and timing, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies for the management, expansion and growth of the new combined company s operations and other conditions to the completion of the acquisition, risks relating to the integration of HEC s operations and the possibility that the anticipated synergies and other benefits of the proposed acquisition will not be realized or will not be realized within the expected timeframe, the outcome of any legal proceedings related to the acquisition, the Company s ability to manage growth, the Company s ability to maintain its business in light of its proposed business and location expansion or other changes in its business, the Company s ability to obtain double hull secondhand bunkering tankers, the outcome of legal, tax or regulatory proceedings to which the Company may become a party, adverse conditions in the shipping or the marine fuel supply industries, the Company s ability to retain its key suppliers and key customers, material disruptions in the availability or supply of crude oil or refined petroleum products, changes in the market price of petroleum, including the volatility of spot pricing, increased levels of competition, compliance or lack of compliance with various environmental and other applicable laws and regulations, the Company s ability to collect accounts receivable, changes in the political, economic or regulatory conditions in the markets in which the Company operates, and the world in general, the Company s failure to hedge certain financial risks associated with its business, the Company s ability to maintain its current tax treatments and its failure to comply with restrictions in its credit agreements and other factors. assessing the underlying performance of the Company. 31
For a more comprehensive discussion of the risk factors affecting our business please see our Annual Report on Form 20-F and other reports filed with the U.S. Securities and Exchange Commission, a copy of which can be found on our website www.ampni.com. Unless required by law, we disclaim any obligation to update any forward-looking statements contained in this presentation, whether as a result of new information, future events, a change in our views or expectations, to conform them to actual results or otherwise. In addition, this presentation contains unaudited financial information related to our financial statements. The information provided is for indicative purposes only. Unless required by law, we undertake no obligation to update or revise any such information. Non-GAAP Financial Measures Within this presentation, the Company makes reference to certain non-gaap financial measures, which have directly comparable GAAP financial measures as identified in this presentation. These non-gaap measures are provided because they are used as standard metrics by the investment community. We believe these measures will assist the investment community in properly assessing the underlying performance of the Company. Furthermore, this presentation contains certain estimated and forward-looking non-gaap financial measures with respect to HEC, such as estimated EBITDA. Aegean has not provided a reconciliation of these measures to the most directly comparable GAAP measure because financial information that is necessary for the reconciliation is not available. 32
Contact Details Company Aegean Marine Petroleum Network Inc. Tel. +1-212-430-1098 Email: investor@ampni.com Investor Relations/Media Advisor Nicolas Bornozis/Daniela Guerrero Tel. +1-212-661-7566 Email: aegean@capitallink.com Company Website www.ampni.com 33