Annual Report • Apr 30, 2018
Annual Report
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AND LUKA KOPER, D. D.
| 2017 | ||
|---|---|---|
| ANNUAL REPORT | ||
| THE LUKA KOPER GROUP | ||
| AND LUKA KOPER, D. D. | ||
| INTRODUCTION | 1 | |
| 1 | Business performance highlights of the Luka Koper Group in 2017 | 1 |
| 2 | Vision, mission, values | 8 |
| 3 | Presentation of the Luka Koper Group | 9 |
| 4 | Business development strategy | 20 |
| 5 | Letter of the President of the Management Board | 39 |
| 6 | Report of the Supervisory Board for 2017 | 41 |
| MANAGEMENT REPORT | 50 | |
| 7 | Corporate Governance Statement | 50 |
| 8 | Survey of relevant events, novelties and achievements in 2017 | 74 |
| 9 | Relevant events after the end of the financial year | 81 |
| 10 | Performance analysis in 2017 | 82 |
| 11 | Marketing: cargo groups and markets | 97 |
| 12 | Investments in non-financial assets | 104 |
| 13 | Development activity | 109 |
| 14 | The LKPG Share | 114 |
| 15 | Management system | 121 |
| ACCOUNTING REPORT | 123 | |
| 16 | Separate Financial Statements of Luka Koper, d. d. | 123 |
| 17 | Notes to Separate Financial Statements | 129 |
| 18 | Summary of significant accounting policies and disclosures | 133 |
| 19 | Additional Notes to Separate Income Statement | 158 |
| 20 | Additional Notes to the separate Statement of Financial Position | 164 |
| 21 | Statement of accumulated profit | 203 |
| 22 | Relevant Events after the Reporting Date | 204 |
| 23 | Independent Auditor's Report | 205 |
| 24 | Consolidated Financial Statements of the Luka Koper Group | 212 |
| 25 | Composition of the Luka Koper Group | 218 |
| 26 | Notes to the Consolidated Financial Statements | 219 |
| 27 | Summary of significant accounting policies and disclosures | 223 |
| 28 | Additional Notes to the Consolidated Income Statement | 251 |
| 29 | Additional Notes to the Consolidated Statement of Financial Position258 | |
| 30 | Relevant Events after the Reporting Date |
291 |
| 31 | Independent Auditor's Report | 292 |
| 32 | Statement of Management's Responsibility | 299 |
In 2017, total throughput in the Port of Koper was 23 million tons of cargo, up 6% year-on-year. By month, the highest throughput was reached in May 2017, with 2.3 million tons of cargo.
23 MILLION TONS TOTAL PORT THROUGHPUT 2017/2016 +6%
In 2017, container throughput totalled 912 thousand TEU, up 8% from 2016. In July 2017, container throughput rose to its highest monthly level in the history of the port with 80.8 thousand TEU.
The throughput of general cargoes reached 987 thousand tons in 2017, up 3% year-on-year.
912 THOUSAND TEU
CONTAINERS 2017/2016 +8%
GENERAL CARGOES 2017/2016 +3%
The throughput of cars totalled 741 thousand cars in 2017, down 1% from 2016.
CARS 2017/2016 -1%
In 2017, net sales reached a record high at EUR 211 million, an increase of 6% over 2016.
Earnings before interest and taxes (EBIT) in 2017 amounted to EUR 37 million, a 26% decrease year-on-year.
EARNINGS BEFORE INTEREST AND TAXES (EBIT) 2017/2016 -26%
Net profit or loss was recorded atEUR 35 million in 2017, down 21% from 2016.
NET PROFIT OR LOSS 2017/2016 -21%
The combined value of investments made by the Luka Koper Group in 2017was EUR 37.3 million. Major investments included:
repair station, construction of a gallery with power supply for refrigerated containers, destruction of an existing electrical substation and construction of a new one, construction of the new 18C railway track of 300 m length.
In 2017, the Luka Koper Group hired 76 new employees. The total number of employees increased by 37, or 3% from 2016, to 1,108 employees in 2017.
NUMBER OF EMPLOYEES 2017/2016 + 3%
The return on equity (ROE) was at 10.3% in 2017, down 26% or 3.7 percentage points from 2016.
RETURN ON EQUITY (ROE) 2017/2016 -26%
In January 2017, Luka Koper released a revised Management Policy of the public limited company.
In February 2017, Adria-Tow, d. o. o. received a new Mercur tugboat, made in Spain.
In March 2017, 2017 Luka Koper, d. d. took over the half-year presidency in the North Adriatic
On 23 May, the Company celebrated 60 years since the establishment of Pristanišče Koper, the predecessor of today's Luka Koper, d. d.
In May 2017, Luka Koper obtained the ISO 9001:2015 certification for quality management systems with the Slovenian Institute of Quality and Metrology (SIQ).
In October 2017, Luka Koper was successful with its tender for an international contract awarded by Daimler, after being selected by this German corporation as one of the main export ports for its vehicles for the first time in 2015.


| (in EUR) | Luka Koper, d. d. | Luka Koper Group | |||||
|---|---|---|---|---|---|---|---|
| Income statement | 2017 | 2016 | IND 2017/ 2016 |
2017 | 2016 | IND 2017/ 2016 |
|
| Net sales | 206,835,533 | 190,407,498 | 109 | 211,438,377 | 199,543,696 | 106 | |
| Earnings before interest and taxes (EBIT) |
35,032,311 | 45,536,427 | 77 | 36,639,872 | 49,325,438 | 74 | |
| Earnings before interest, taxes, depreciation and amortisation (EBITDA) |
62,570,820 | 71,043,459 | 88 | 65,087,648 | 75,794,126 | 86 | |
| Profit or loss from financing activity |
1,385,636 | 963,457 | 144 | -377,307 | -459,095 | 82 | |
| Profit or loss before tax | 36,417,947 | 46,499,884 | 78 | 37,952,498 | 50,763,957 | 75 | |
| Net profit or loss | 33,143,408 | 40,581,116 | 82 | 34,982,789 | 44,375,981 | 79 | |
| Added value1 | 115,524,196 | 118,409,242 | 98 | 124,516,296 | 129,692,675 | 96 |
| Statement of financial position | 31 Dec 2017 | 31 Dec 2016 | IND 2017/ 2016 |
31 Dec 2017 | 31 Dec 2016 | IND 2017/ 2016 |
|---|---|---|---|---|---|---|
| Assets | 518,952,908 | 472,932,135 | 110 | 536,478,688 | 489,991,097 | 109 |
| Non-current assets | 447,568,391 | 440,055,662 | 102 | 459,505,654 | 450,729,768 | 102 |
| Current assets | 71,384,517 | 32,876,473 | 217 | 76,973,034 | 39,261,329 | 196 |
| Equity | 320,652,651 | 304,425,949 | 105 | 350,437,387 | 331,978,921 | 106 |
| Non-current liabilities with provisions and long-term accruals and deferred revenue |
156,033,161 | 131,614,419 | 119 | 142,700,743 | 118,638,958 | 120 |
| Short-term liabilities | 42,267,096 | 36,891,767 | 115 | 43,340,558 | 39,373,218 | 110 |
| Financial liabilities | 133,114,842 | 126,332,908 | 105 | 117,114,842 | 110,332,958 | 106 |
| Investments | 2017 | 2016 | IND 2017/ 2016 |
2017 | 2016 | IND 2017/ 2016 |
|---|---|---|---|---|---|---|
| Investments in property, plant and equipment, investment property and intangible assets |
36,661,385 | 60,313,916 | 61 | 37,342,062 | 61,781,064 | 60 |
1 Added value = net sales + capitalised own products and own services + other revenue – costs of goods, material, services – other operating expenses excluding revaluation operating expenses.
| (in EUR) | Luka Koper, d. d. | Luka Koper Group | ||||
|---|---|---|---|---|---|---|
| Ratios (in %) | 2017 | 2016 | IND 2017/ 2016 |
2017 | 2016 | IND 2017/ 2016 |
| Return on sales (ROS)2 | 16.9% | 23.9% | 71 | 17.3% | 24.7% | 70 |
| Return on equity( ROE) | 10.6% | 13.8% | 77 | 10.3% | 13.9% | 74 |
| Return on assets (ROA) | 6.7% | 8.8% | 76 | 6.8% | 9.3% | 73 |
| EBITDA margin3 | 30.3% | 37.3% | 81 | 30.8% | 38.0% | 81 |
| EBITDA margin from market activity4 |
30.8% | 38.9% | 79 | 31.3% | 39.6% | 79 |
| Financial liabilities/equity | 41.5% | 41.5% | 100 | 33.4% | 33.2% | 101 |
| Net financial debt /EBITDA5 | 1.7 | 1.8 | 95 | 1.3 | 1.4 | 94 |
| Dividend payout ratio | 33.6% | 27.0% | 124 | 33.6% | 27.0% | 124 |
| Port throughput (in tons) | 2017 | 2016 | IND 2017/ 2016 |
2017 | 2016 | IND 2017/ 2016 |
|---|---|---|---|---|---|---|
| Port throughput | 23,366,959 | 22,010,657 | 106 | 23,366,959 | 22,010,657 | 106 |
| Number of employees | 2017 | 2016 | IND 2017/ 2016 |
2017 | 2016 | IND 2017/ 2016 |
|---|---|---|---|---|---|---|
| Number of employees | 926 | 886 | 105 | 1,108 | 1,071 | 103 |
2 Return on sales (ROS) = earnings before interest and taxes (EBIT) / net sales
3 EBITDA margin = earnings before interest, taxes, depreciation and amortisation (EBITDA) / net sales
4EBITDA margin from market activity = earnings before interest, taxes, depreciation and amortisation (EBITDA) / net sales from market activity
5 Net financial debt /EBITDA = (financial liabilities – cash and cash equivalents)/EBITDA
Luka Koper as a leading port operator and global logistics solutions provider for the countries of Central and Eastern Europe
To be a reliable port system developing and promoting global logistics solutions that can reach the heart of Europe, while meeting the needs of the economy and the most demanding customers.
Cooperation Responsibility
Respect Creativity
Loyalty
The Port of Koper, the Slovenian 'window to the world' dates back to the period after World War II, its beginnings a result of a process to find new economic projects to develop the then impoverished coastal area of the Slovenian Istria. The idea to build a commercial port did not meet with support from the then federal Yugoslav authorities. It is only thanks to the courage and persistence of the fathers and architects of the idea that Slovenia now boasts its own port of international importance, which places the country at the crossroads of vital global trade flows.
The first berth on the 135-metre operational waterfront in the Port of Koper was constructed by the Water Management Service of Koper. The initiators of this economic venture decided to start the process in spite of the strong opposition from part of the republic and federal authorities and political bodies to building on the Slovenian coast a full-scale, modern port tailored to domestic as well as European economic needs. Its construction began with the excuse that the Water Management Service of Koper had embarked on the melioration of an extensive section of the Koper bay using own resources and loans.
Petrinja, The construction of Luka Koper and the Koper-Prešnica railway, 1999, p. 5
The company Pristanišče Koper (Port of Koper) was founded on 23 May 1957. Five years later, the company was renamed Luka Koper. In 1958, construction of the first 135-metre operational quay was completed and in December 1958 the first ocean liner Gorica arrived in the port.

The first quay was followed by new berths, accompanied by the development of the infrastructure and warehouses in the hinterland. Transport grew rapidly year after year, the Company outgrowing its local and republic borders, increasing the share of services provided for partners from transit markets. At the time, the coast was not connected with the railway and the roads could hardly accommodate the increasing throughput. In order to accelerate the construction of the rail link as the project lacked the support from the then authorities, Luka Koper acted as the investor in the construction of a 31.4 km track from Prešnica to Koper. Construction started in 1964 and was completed three years later.
The rail link opened up new development opportunities for the Port of Koper: transport increased, exceeding a million tons in 1968. A period of considerable investments followed, and Pier I was constructed together with a container terminal. This was followed by Pier II, new warehouses, and purchases of new equipment and modern technology. In 1989, over five million tons of cargo were loaded onto and unloaded from the ships. A period of political and economic changes followed, with Slovenia gaining independence. Gradually, the transport from the ex-Yugoslav republics was replaced by transport from the Central European markets. In 1996, the process of ownership transformation (privatisation) was completed and the Company was entered into the court register as a public limited company. The state took a 51% stake in the Company, with participating preference shares with a limited voting right accounting for 49% and ordinary shares for the remaining 2%. In the same year the LKPG shares were listed on the Ljubljana Stock Exchange. On its 40th anniversary the Company obtained the quality management system certificate ISO 9001, and the environmental certificate ISO 14001 three years later.
In 2000, Luka Koper, d. d. signed a lease with the Republic of Slovenia on all relevant state land and infrastructure. In 2001, the Slovenian Parliament adopted the Maritime Code stipulating that the concession for the management of the Port of Koper should be awarded to a legal entity of public law performing port activity in the port on the date of the entry into force of the Code.
In 2002, the Government of the Republic of Slovenia adopted the Regulation on awarding the concession for the administration, management, development and regular maintenance of the port infrastructure in the cargo port of Koper (Official Gazette of the Republic of Slovenia, No. 103/02). The Regulation required that the relation between the concession parties should be regulated by a special contract, but the concession was never awarded to Luka Koper, d. d. under this Regulation.
In 2004, when Slovenia became an EU Member State, the Port of Koper became an official logistics entry point for goods on their way to the European Union. In 2005, freight transport was supplemented by passenger transport as a new activity, and in the following years a new dock was added accordingly. In 2007, in a company's General Meeting, the shareholders transformed the state's 49% of participating preference shares with a limited voting right into ordinary shares.
In 2008, the state of Slovenia granted Luka Koper, d. d. a 35-year concession for the performance of port activity, management, development and regular maintenance of port infrastructure in the area of the Koper cargo port, based on the Concession Agreement concluded in accordance with the Regulation on the management of the Koper cargo port, performance of port activities, awarding of the concession for the administration, management, development and regular maintenance of the port infrastructure in this port (Official Gazette of the Republic of Slovenia, No. 71/2008). Three years later, Slovenia outlined the spatial development of the port in the National Spatial Plan for comprehensive spatial development of the port for international transport. After successfully dealing with the consequences of the global economic crisis, Luka Koper, d. d. saw transport soaring again after 2010. In 2013, the European Union recognised the strategic importance of the transport route via Koper by including the Port of Koper in its Mediterranean and Baltic-Adriatic corridors.

| 1957 | The company Pristanišče Koper (Port of Koper) is founded. |
|---|---|
| 1958 | The first ocean liner Gorica arrives at the newly built berth. |
| 1962 | The company is renamed Luka Koper. |
| 1963 | The port obtains the status of a duty-free zone. |
| 1967 | With a newly built rail link, Luka Koper connects to the European railway network. |
| 1974 | The first regular container route with the Mediterranean is launched. |
| 1979 | A container terminal is constructed. |
| 1984 | A bulk cargo terminal is constructed. |
|---|---|
| 1996 | The ownership transformation process is completed and the Company is entered into the court register as a public limited company (the state taking a 51% stake in the Company, with participating preference shares with a limited voting right accounting for 49% and ordinary shares for the remaining 2%). |
| 1996 | The shares of Luka Koper (LKPG) are listed on the Ljubljana Stock Exchange. |
| 1996 | The new vehicle terminal becomes operational. |
| 1997 | Luka Koper is awarded the ISO 9002 certificate. |
| 1999 | Luka Koper is awarded the ISO 14001 environmental certificate. |
| 2000 | Luka Koper signs a lease with the state for the operational quay and land owned by the Republic of Slovenia in the port of Koper. |
| 2001 | The Slovenian Parliament adopts the Maritime Code. |
| 2002 | The Government of the Republic of Slovenia adopts a regulation stipulating that the concession for the administration, management, development and regular maintenance of the port infrastructure in the cargo port of Koper be awarded to the company Luka Koper, d. d., yet the concession is never granted under this regulation. |
| 2004 | The EU grants Luka Koper the status of a Border Inspection Point (BIP). |
| 2005 | The first passenger ship berths in the port. |
| 2007 | In a General Meeting, the shareholders of Luka Koper, d. d. transform the state's 49% of participating preference shares with a limited voting right into ordinary shares. |
| 2008 | The state of Slovenia grants Luka Koper, d. d. a 35-year concession for the performance of port activity in the Port of Koper in accordance with the Regulation on the management of the Koper cargo port, performance of port activities, awarding of the concession for the administration, management, development and regular maintenance of the port infrastructure in this port (Official Gazette of the Republic of Slovenia, No. 71/2008). |
| 2010 | The European system of environmental management (EMAS) is established. |
| 2011 | The State Spatial Plan is adopted for the comprehensive spatial development of the port for international transport in Koper. |
| 2013 | The EU includes Luka Koper in its Mediterranean and Baltic-Adriatic corridors. |
| 2016 | The Port sets new records, with total annual throughput rising to 22 million tons of goods, throughput of containers to 844,000 TEU, throughput of cars to 749,000, and throughput of general cargoes to 955,100 tons. |
| 2017 | The Port of Koper celebrates 60 years in business. New historic milestones are reached with unprecedented total annual throughput at 23 million tons of goods, and record throughput of containers at 912,000 TEU, and general cargoes at 987,000 tons. |
Throughout this time, Luka Koper, d. d. constructed and invested in the port infrastructure, piers, warehouses and equipment.
| Company name | LUKA KOPER, pristaniški in logistični sistem, delniška družba |
||||
|---|---|---|---|---|---|
| Trade name | Luka Koper, d. d. | ||||
| Registered office | Koper | ||||
| Business address | Koper, Vojkovo nabrežje 38, 6000 Koper-Capodistria | ||||
| Legal form of organisation | Public limited company | ||||
| Telephone: 00 386 (0)5 66 56 100 | |||||
| Fax: 00 386 (0)5 63 95 020 | |||||
| E-mail: [email protected] | |||||
| Website: www.luka-kp.si | |||||
| Sustainable development website: http://www.zivetispristaniscem.si |
|||||
| Entry in the court register of | District Court of Koper under the entry number 066/10032200 |
||||
| Company registration number: | 5144353000 | ||||
| ID for VAT: | SI 89190033 | ||||
| Share capital | EUR 58,420,964.78 | ||||
| Number of shares | 14,000,000 ordinary no-par value shares | ||||
| Share listing | Ljubljana Stock Exchange, first listing | ||||
| Share ticket symbol | LKPG | ||||
| President of the Management Board |
Dimitrij Zadel | ||||
| Member of the Management Board |
Metod Podkrižnik | ||||
| Member of the Management Board |
Irma Gubanec, MSc | ||||
| Member of the Management Board - Workers Director |
Vojko Rotar | ||||
| Chairperson of the Supervisory Board |
Uroš Ilić | ||||
| Core activity of the Company | Seaport and logistics system service provider | ||||
| Activities performed by the Luka Koper Group |
Various service activities |
The Luka Koper Group includes related parties that contribute to the comprehensive range of services provided by the port.
Further details regarding changes in the subsidiaries and associated companies are available in the chapter Composition of the Luka Koper Group.
Luka Koper, the only Slovenian multipurpose port is located in the Coastal - Karst region, one of the smallest yet one of the most economically developed regions in Slovenia. With its operations, the port affects the development of the region, the Slovenian economy and logistics in this part of Europe. It comprises the section of the coastline and the sea where port activity associated with freight and passenger transport is carried out.
The core activity of the port comprises the throughput and warehousing of a variety of goods, supplemented by a range of services on goods and other services providing customers with comprehensive logistic support. Luka Koper, d. d. has an ambitious objective to meet the
needs of its customers, company owners as well as company employees. By implementing the development policy of the port, Luka Koper is reinforcing its competitive advantage. The port is an entry point to the European Union and has the status of a type I free zone. Luka Koper, d. d. also has the status of an authorised economic operator, and the AEO certificate confirms that the duty free zone is a safe area with the lowest risk for goods transported through the Port of Koper. Security in the port is provided in compliance with the International Ship and Port Facility Security Code (ISPS CODE). The port is integrated into the international exchange of goods and international operations.
In 2008, Luka Koper, d. d. concluded with the State the Concession Agreement for the performance of port activity, management, development and regular maintenance of the port infrastructure in the area of the Koper cargo port. The Concession Agreement was concluded for a period of 35 years, as stipulated by the Maritime Code. The agreed concession fee amounts to 3.5% of the sales revenue of the Company, excluding the revenue from port fees. The concession fee also includes the water right, water charges and other duties related to the use of the sea belonging to the Republic of Slovenia. Luka Koper, d. d. pays the total concession fee to the Republic of Slovenia, which then allocates half of the amount to the two local communities, the Municipality of Koper and since 1 January 2015 also to the Municipality of Ankaran.
In line with the Concession Agreement for the performance of port activity, management, development and regular maintenance of the port infrastructure in the area of the Koper cargo port, Luka Koper, d. d. performs the public utility service of regular maintenance of the port infrastructure intended for public transport, including:
For purposes of reports within the public utility service of regular maintenance of the port infrastructure intended for public transport, the Company, based on provisions of the Transparency of Financial Relations and Maintenance of Separate Accounts for Different Activities Act has taken into account the principles of cost accounting and criteria of separate bookkeeping. In 2017, the Company reviewed the criteria and proposed a change thereof. The change of criteria was adopted by the supervisory body of Luka Koper, d. d. in
March 2018. Relevance of criteria and regularity of use were verified by the approved auditor BDO Revizija, d. o. o., by issuing a written opinion on 12 April 2018.
The public utility service of collecting waste from vessels in the Koper port area is being performed in line with the Decree on the method, subject and conditions for the provision of national public utility service of collecting waste from vessels (Official Gazette of the Republic of Slovenia, No. 59/2005), and the Decree on port reception facilities for shipgenerated waste and cargo residues (Official Gazette of the Republic of Slovenia, No. 78/2008. These services comprise regular reception of ship-generated waste and cargo residues, installation of port facilities for reception of ship-generated waste and cargo residues in accordance with regulations governing port reception facilities, receipt of messages about intended delivery of ship-generated waste and cargo residues, separate collection, sorting and storage of accepted waste and cargo residues by using port reception facilities, delivery for processing with a view of re-use, recycling or disposal of processing residues in accordance with environmental protection regulations governing waste management, and informing the public and users about the manner of delivering waste and cargo residues. For purposes of reports within the public utility service of collecting waste from vessels, the Company, based on provisions of the Transparency of Financial Relations and Maintenance of Separate Accounts for Different Activities Act has taken into account the principles of cost accounting and criteria of separate bookkeeping. In 2017, the Company reviewed the criteria and proposed a change thereof. The change of criteria was adopted by the supervisory body of Luka Koper, d. d. in March 2018. Relevance of criteria and regularity of use were verified by the approved auditor BDO Revizija, d. o. o., by issuing a written opinion on 12 April 2018.
Until 31 December 2016, the Company was performing the public utility service of collecting waste from vessels through its subsidiary Luka Koper INPO, d. o. o., which acted as its performance assistant, performing the service being authorised by the parent company as operator of the Port of Koper. After the concession Agreement was concluded between the Republic of Slovenia and Luka Koper, d. d. in 2008, Luka Koper INPO, d. o. o. was performing services on the basis of a new contract. Luka Koper INPO, d. o. o. is fully controlled by Luka Koper, d. d. and the companies are considered to form a single economic unit based on the settled case law of the European Court of Justice. As at 1 January 2017, the companies signed an annex to the agreement stipulating, among others, that as at 1 January 2017, Luka Koper INPO, d. o. o. as the performance assistant shall perform the public utility service of collecting waste from vessels in the Koper port area in the name and for the account of Luka Koper, d. d.
The core port activity of throughput and warehousing is carried out at twelve specialised port terminals. The terminals are organised according to the goods/cargo they receive:
General cargo terminal, Timber terminal, Reefer cargo terminal, Animal terminal, Container terminal, Car and RO-RO terminal, Liquid cargo terminal, Bulk cargo terminal, Dry bulk terminal, Alumina terminal, Silo terminal, Passenger terminal.

Each terminal has its own characteristics depending on its goods-specific work process, technological procedures and technology. The terminals are organised in six profit centres. Luka Koper offers its customers a wide range of additional services in order to increase the value of goods. A detailed description of terminals is available on the website https://lukakp.si/eng/terminals.
The port area consists of 274 hectares of land, with 50.7 hectares of warehouses and 109 hectares of open-air storage areas. We provide 28 berths located along 3,282 metres of quayside in 179 hectares of the sea. In terms of logistic activities, our services include:
The services of individual terminals are supplemented by the companies Luka Koper INPO, d. o. o., Adria-Tow, d. o. o., and Adria Transport, d. o. o., which enables us to quickly respond to the customers' needs. Luka Koper INPO, d. o. o. performs services relating to port infrastructure maintenance, vehicle weighing and truck terminal management services, maritime services relating to berthing and sea protection, outdoor cleaning and landscaping services, services relating to collection, processing and management of waste, and other
support services for the needs of the parent company and other users. Adria-Tow, d. o. o. provides vessel towing services, ship supply services, as well as sea rescue and vessel assistance at the port. Adria Transport, d. o. o. is in charge of setting up an efficient logistic route between the Port of Koper and its hinterland. It ensures a greater volume of railway transport, both in and out of the port.
In addition to the core activity, i.e. the port activity, the Luka Koper Group provides a variety of supporting activities.
Luka Koper INPO, d. o. o. specialises in providing support services relating to maintenance and public utility services. In its operations, the company remains true to its original mission, which in addition to successful commercial operation is the employment and training of disabled persons. Therefore, the company mostly introduces and develops business programmes that are both commercially attractive and manageable for disabled persons considering their working abilities. The Company has obtained the ISO 9001 certificate, guaranteeing the highest quality of its services, and the ISO 14001 certificate to prove its responsibility to the environment.
After the adoption of the Development strategy of Luka Koper INPO, d. o. o. for the period 2016 - 2020, according to which the company maintains the status of a 'disability company' with more than 50% of disabled persons employed, the company has obtained the right to use the collective trade mark and the service mark of a disability company.
Luka Koper Pristan, d. o. o. offers hotel industry, accommodation, catering and congress services, and organises a variety of events in the Garni Hotel Pristan. The Company also manages an accommodation facility in Prisoje.
TOC, tehnološko okoljski in logistični center, d. o. o. is a market-oriented company that provides services in the field of technological and ecology research and analytical laboratory services. The core activity of the company is provision of laboratory services in the field of quality control of petroleum products, pure chemicals and gases. In recent years, the company has extended its services to the microbiological and chemical tests of water. In 2010, the company obtained the certificate SIST EN ISO/IEC 17025, which has been renewed on a regular basis and upgraded by new accredited test methods. The certificate of golden
credit rating excellence awarded to the company in the years 2015 and 2016 is an evidence and indicator of successful performance of the company.
Luka Koper, d. d. owns the following in Sežana:
Adria Terminali, d. o. o. manages the hinterland logistics terminal in Sežana. Its operation focuses on the throughput and warehousing of various kinds of goods, particularly general cargoes with iron products and wood pellets as well as collective and conventional throughput in container transport. Well-connected to the railway and road infrastructure, the terminal comprises nearly 50,000 m2 of storage facilities and boasts state-of-the-art machinery for handling goods. As a land terminal manager, the company endeavours to attract goods flows in the inland transport from Central and East European markets.
In 2008, the company Logis Nova, d. o. o. was established for the purpose of the acquisition of land in the area of the originally planned logistics centre in the municipality of Beltinci. In June 2014, all the procedures relating to the capital increase by contributions in land were completed by the entry into the court register. All the planned procedures for purchasing agricultural land were carried out and the ownership consolidation implemented. Since then, Luka Koper, d. d. has been the 100% owner of the company. The Company has 64.9ha of land, of which all the agricultural land has been cultivated since the project for a logistics centre came to a standstill.
In late October 2016, a contract was concluded on the basis of a tender, under which the entire complex, with the exception of 1 ha of land in co-ownership, was awarded to the best bidder as at 1 January 2017 for a long-term lease until the end of 2020.

The global economy continued to grow throughout 20176 . Economic activity is estimated to have increased beyond the original forecasts, by 3.7%. Growth was particularly strong in Europe and Asia. Global economic growth is expected to continue also thanks to the envisaged impact of the recently approved U.S. tax reform.

6 Source: https://www.imf.org/en/Publications/WEO/Issues/2018/01/11/world-economic-outlook-update-january-2018
The Institute of Macroeconomic Analysis and Development of the Republic of Slovenia (UMAR)7 had forecasted 4.4% economic growth for Slovenia in 2017. The key drivers of growth in 2017 included high export growth rate, and the impact of the government investment trends. As still the main driver of GDP growth, export is said to have grown by 8.8% in 2017. After a 3.6% decline in 2016, gross investment was expected to increase by 9%.
2017 was an outstanding year of records in global financial markets, with synchronous global economic growth and highest risk-adapted returns in the history of stock markets. The MSCI AC World Index, which includes a diverse portfolio of equities from countries worldwide, saw growth in all 12 months of the year for the first time in its history, concluding its record year with a 24.7% return in USD, or 9.3% total return in EUR.
For the largest container shipping companies, 2017 was the first profitable year after 2010. Estimated at between 2.8 and 3.2%, global GDP growth contributed to a rise in international trade and, as a result, a rise in container transport globally. In 2017, global container transport exceeded 200 million TEU.
The stable economic growth seen in the EU throughout 2017 (+2.4%), is expected to continue into 2018. The average growth on all 'West – East' trade routes connecting Asia, North America and Europe was 5%, while 'North – South' trade routes saw an average growth rate of 3.4%.
In terms of container transport and container shipping companies, the year 2017 was marked by mergers, takeovers, and consolidation. As this is the only way shipping companies can remain competitive at global level, the trend is expected to continue into 2018 and the coming years. Forecasts suggest that 5 to 6 large container shipping companies will integrate in only 3 alliances instead of 5 as in the recent years (2M, Ocean Alliance, The Alliance). As a result, ship capacities will increase on the key trade routes.
In 2017, ship freight rates stabilised on all trade routes, allowing for stable performance and growth of shipping companies. In the first six months of 2017, the price of oil was a major factor. When the price started to pick up again in the second half of 2017, this affected the financial results of all shipping companies.8
7 Source: Autumn Forecast of Economic Trends 2017. September 2017. Ljubljana. Institute of Macroeconomic Analysis and Development of Slovenia
8 https://worldmaritimenews.com/


9 Source: Websites of the ports in question, and NAPA

| NORTH EUROPEAN PORTS | 1 – 12 2017 | 1 – 12 2016 | Index 2017/2016 |
|---|---|---|---|
| ROTTERDAM | 13,734,334 | 12,385,168 | 111 |
| ANTWERP | 10,450,900 | 10,037,341 | 104 |
| HAMBURG | 8,800,000 | 8,910,000 | 99 |

10 Source: Websites of the ports in question, and NAPA
According to the Economic and Market Report, EU Automotive Industry, Quarter 3 2017, released in December 2017 by ACEA11 – European Automobile Manufacturers Association, new passenger car sales across the EU increased by 3.4% in 2017. The throughput of cars in the Port of Koper was largely affected by the rise in car sales in Spain (6.7%), Austria (7.2%), Greece (11.7%), Hungary (20.4%), and Germany (2.7%). Meanwhile, political instability was the main reason behind the decline in sales in Eastern and Southern Mediterranean countries (e.g. Turkey -2.7%).
Globally, sales were up 3.1% in the first nine months of 2017. Looking at results per country, sales grew by 4.3% in China, 9.1% in Japan, 0.1% in South Korea, 8.3% in India, and 4.1% in other countries across Asia.
From January to September 2017, the production of passenger cars in the EU remained at a level similar to that seen in 2016, declining by 0.7%. In Western European countries, car production increased by 3.2% in France, 2.4% in the UK, and 4.2% in Italy, and declined by 4.9% in Spain and 3.3% in Germany.
Fewer cars were produced also in Central European countries: in Romania, production was down 9%, in Hungary 9.7%, and in Poland 14.4%. Meanwhile, more cars were produced in the Czech Republic (4.1%) and Slovakia (3.5%).
From January to September 2017, the EU exported 4 million and imported 2.2 million passenger cars. This means a 9.5% rise in import and a 4.7% rise in export.
Due to late publication of the 2017 results on car throughput in other European ports by the magazine Automotive Logistics12 on its website http://automotivelogistics.media/ no comparison with the competition has yet been made.
11 http://www.acea.be/
12 http://automotivelogistics.media/
The latest Business development strategy and the revised strategic documents of the Company to 2020 with an outlook to 2030 were adopted in 2015. The 2017 annual plan was made in line with the adopted strategic concepts to make sure that activities aimed at delivering on these objectives continue. 2017 marked the start of consistent monitoring of, and quarterly reporting on the implementation of the Action Plan additionally adopted in 2016 to ensure the implementation of the activities required to achieve the strategic objectives. Adopted in order to manage the implementation of the strategy, the Action Plan comprises 4 strategic programmes:
Considering the complexity and interconnection of all the factors that impact the accomplishment of the strategic objectives, such as a variety of business functions and aspects, these management activities are useful. The coordination of the strategic programmes focuses on comprehensive management of each project in terms of marketing, provision of capacity, process efficiency, adequacy of human resources, and other aspects that impact the efforts to meet the strategic objectives.
In 2017, in order to start preparations for a revision of its strategy, the Company additionally outlined its objectives in a structured matrix and made a strategy map that supports the process of reaching the strategic objectives of the Company.

In terms of quantitative implementation of the strategy, the Company saw its business results soar to new record highs in 2017. Total port throughput as well as container throughput grew at rates higher than those envisaged by the strategic documents, resulting in a considerable rise in the activity of loading and unloading containers. In car throughput, with a growing trend and new demand, transport is stable. This means that port capacities are filling up faster than expected.
It should also be noted that further implementation of the strategy will face some vital challenges relating to the timely provision of adequate and sufficient capacities that are crucial for a further increase in transport. Delays in permitting processes, the complexity of administrative procedures, and unexpected complications are deferring the implementation of key investment projects. This mostly concerns:

• Resolution of all status issues concerning access.
Other important challenges on the way to achieving the strategic objectives, which were detected in 2017 and will be addressed more thoroughly in 2018, also include:
All the strategic documents of the Company will be revised in 2018.
The key financial ratios of Luka Koper, d. d. and the Luka Koper Group in 2017 compared to the plan for 2017
| Luka Koper, d. d. | Luka Koper Group | |||||
|---|---|---|---|---|---|---|
| Income statement | 2017 | PLAN 2017 | IND 2017/ PLAN 2017 |
2017 | PLAN 2017 | IND 2017/ PLAN 2017 |
| Net sales | 206,835,533 | 209,570,765 | 99 | 211,438,377 | 215,383,022 | 98 |
| Earnings before interest and taxes (EBIT) |
35,032,311 | 53,348,775 | 66 | 36,639,872 | 54,652,350 | 67 |
| Earnings before interest, taxes, depreciation and amortisation (EBITDA) |
62,570,820 | 80,391,487 | 78 | 65,087,648 | 82,590,452 | 79 |
| Profit or loss from financing activity |
1,385,636 | 572,440 | 242 | -377,307 | -816,253 | 46 |
| Profit or loss before tax | 36,417,947 | 53,921,215 | 68 | 37,952,498 | 55,043,884 | 69 |
| Net profit or loss | 33,143,408 | 46,521,694 | 71 | 34,982,789 | 47,463,951 | 74 |
| Added value13 | 115,524,196 | 129,151,100 | 89 | 124,516,296 | 137,714,935 | 90 |
| Statement of financial position |
31 Dec 2017 | PLAN 31 Dec 2017 |
IND 2017/ PLAN 2017 |
31 Dec 2017 | PLAN 31 DEC 2017 |
IND 2017/ PLAN 2017 |
|---|---|---|---|---|---|---|
| Assets | 518,952,908 | 511,606,743 | 101 | 536,478,688 | 523,094,478 | 103 |
| Non-current assets | 447,568,391 | 469,829,563 | 95 | 459,505,654 | 480,097,504 | 96 |
| Current assets | 71,384,517 | 41,777,180 | 171 | 76,973,034 | 42,996,973 | 179 |
| Equity | 320,652,651 | 338,776,121 | 95 | 350,437,387 | 367,038,642 | 95 |
| Non-current liabilities with provisions and long-term accruals and deferred revenue |
156,033,161 | 129,868,277 | 120 | 142,700,743 | 112,745,028 | 127 |
| Short-term liabilities | 42,267,096 | 42,962,345 | 98 | 43,340,558 | 43,310,808 | 100 |
| Financial liabilities | 133,114,842 | 137,377,452 | 97 | 117,114,842 | 117,347,122 | 100 |
13 Added value = net sales + capitalised own products and own services + other revenue – costs of goods, material, services – other operating expenses excluding revaluation operating expenses.
| (in EUR) | Luka Koper, d. d. | Luka Koper Group | ||||
|---|---|---|---|---|---|---|
| Investments | 2017 | PLAN 2017 | IND 2017/ PLAN 2017 |
2017 | PLAN 2017 | IND 2017/ PLAN 2017 |
| Investments in property, plant and equipment, investment property and intangible assets |
36,661,385 | 57,288,481 | 64 | 37,342,062 | 58,096,302 | 64 |
| Ratios (in %) | 2017 | PLAN 2017 | IND 2017/ PLAN 2017 |
2017 | PLAN 2017 | IND 2017/ PLAN 2017 |
|---|---|---|---|---|---|---|
| Return on sales (ROS)14 | 16.9% | 25.5% | 67 | 17.3% | 25.4% | 68 |
| Return on equity( ROE) | 10.6% | 14.4% | 73 | 10.3% | 13.6% | 76 |
| Return on assets (ROA) | 6.7% | 9.5% | 71 | 6.8% | 9.4% | 73 |
| EBITDA margin15 | 30.3% | 38.4% | 79 | 30.8% | 38.3% | 80 |
| EBITDA margin from market activity16 |
30.8% | 41.3% | 75 | 31.3% | 41.2% | 76 |
| Financial liabilities/equity | 41.5% | 40.6% | 102 | 33.4% | 32.0% | 105 |
| Net financial debt /EBITDA17 | 1.7 | 1.7 | 99 | 1.3 | 1.4 | 93 |
| Dividend payout ratio | 33.6% | 22.5% | 149 | 33.6% | 22.5% | 149 |
| Port throughput (in tons) | 2017 | PLAN 2017 | IND 2017/ PLAN 2017 |
2017 | PLAN 2017 | IND 2017/ PLAN 2017 |
|---|---|---|---|---|---|---|
| Port throughput | 23,366,959 | 22,767,168 | 103 | 23,366,959 | 22,767,168 | 103 |
| Number of employees | 2017 | PLAN 2017 | IND 2017/ PLAN 2017 |
2017 | PLAN 2017 | IND 2017/ PLAN 2017 |
|---|---|---|---|---|---|---|
| Number of employees | 926 | 931 | 99 | 1,108 | 1,120 | 99 |
14 Return on sales (ROS) = earnings before interest and taxes (EBIT) / net sales
15 EBITDA margin = earnings before interest, taxes, depreciation and amortisation (EBITDA) / net sales
16EBITDA margin from market activity = earnings before interest, taxes, depreciation and amortisation (EBITDA) / net sales from market activity
17Net financial debt /EBITDA = (financial liabilities – cash and cash equivalents)/EBITDA










Trends like globalisation, demographic shifts, technological development and climate change will shape the future of the global transport sector in the coming decades, with implications including higher investment, higher energy costs, and shrinking of the workforce, according to a study conducted by the European Transport Workers' Federation (EFT).
Industry will shift to airports and harbours as hubs integrated into main transport corridors. The organisation of goods transport around such hubs will have a key function, making growing logistics companies increasingly important and influential. Infrastructure capacities will need to be expanded. Further integration of the supply chain will be vital:
The vital trends to shape the future of ports and maritime transport worldwide include:
In its forecasts, the International Monetary Fund (IMF)18 projects global economic growth of 3.9% for 2018 and 2019.
In many economies of the Eurozone, especially Germany, Italy and the Netherlands, growth rates reflect the stronger momentum in domestic demand as well as higher external demand. The relatively high growth forecast for the Netherlands (2.6%) is largely a result of the substantial throughput of goods for the EU via Rotterdam, the leading European port. The growth forecasts for 2018 have also been revised for other advanced economies, reflecting in particular stronger growth in advanced Asian economies, for instance in Japan, where growth is estimated at 1.2%.
The aggregate growth forecast for the emerging markets and developing economies for 2018 remains unchanged (4.9%), with marked differenced across regions. Emerging and developing Asia is expected to grow at around 6.5% in 2018, broadly the same pace as in 2017. Asia continues to account for more than half of world growth. Growth is expected to moderate gradually in China, pick up in India, and remain broadly stable in the ASEAN-5 region. In the emerging markets of Europe, where growth in 2017 exceeded 5%, forecasts for 2018 have been revised up, mainly thanks to higher growth forecasts for Poland and especially Turkey. Growth in the Middle East and North Africa is also expected to pick up in 2018, to around 3.6%.
The Institute of Macroeconomic Analysis and Development of the Republic of Slovenia (UMAR)19 forecasts economic growth of 3.9% for Slovenia in 2018. In the coming years, growth will see increasing impacts of demographic trends as they lead to lower employment growth, lower disposable income, and lower private consumption.
Export will remain the key driver of GDP growth in Slovenia, with 2018 and 2019 export growth projected at 7.5% and 6.1%, respectively. Although export growth will be slightly outweighed by the growth in imports, external trade will have a positive impact on growth. The pickup in export growth reflects the higher external demand as economic activity has firmed up in most of the main trade partners. At the same time, export efficiency has increased considerably after growing steadily since 2011. Export growth is expected to remain high in the coming year. Gross investment will also increase: after a 3.6% decline in 2016, growth of 8% and 7% is projected for 2018 and 2019, respectively.
18 Source: World Economic outlook: Brighter Prospect, Optimistic Markets, Challenges Ahead. January 2018. International Monetray Fund.
19 Source: Autumn Forecast of Economic Trends 2017. September 2017. Ljubljana. Institute of Macroeconomic Analysis and Development of Slovenia.
| Area/country | Forecast 2017 | Forecast 2018 |
|---|---|---|
| EU | 2.0 | 1.9 |
| Eurozone | 1.9 | 1.8 |
| Germany | 1.8 | 1.8 |
| Italy | 1.1 | 1.0 |
| Austria | 2.0 | 1.7 |
| Hungary | 3.7 | 3.4 |
| Slovakia | 3.1 | 3.5 |
| Czech Republic | 3.2 | 2.7 |
| Poland | 3.6 | 3.3 |
| Serbia | 2.6 | 3.0 |
20 Source: Source: Autumn Forecast of Economic Trends 2017. September 2017. Ljubljana. Institute of Macroeconomic Analysis and Development of Slovenia.
21 Source: EIU; Factiva, September 2017. Izvozno okno: https://www.izvoznookno.si/Dokumenti/Podatki\_o\_drzavah/
| (in EUR) | Luka Koper, d. d. | Luka Koper Group | ||||
|---|---|---|---|---|---|---|
| Income statement | 2017 | PLAN 2018 | IND PLAN 2018/20 17 |
2017 | PLAN 2018 | IND PLAN 2018/2017 |
| Net sales | 206,835,533 | 228,026,929 | 110 | 211,438,377 | 231,788,400 | 110 |
| Earnings before interest and taxes (EBIT) |
35,032,311 | 55,429,502 | 158 | 36,639,872 | 56,635,127 | 155 |
| Earnings before interest, taxes, depreciation and amortisation (EBITDA) |
62,570,820 | 83,547,975 | 134 | 65,087,648 | 85,515,760 | 131 |
| Profit or loss from financing activity |
1,385,636 | 1,029,491 | 74 | -377,307 | -17,244 | 5 |
| Profit or loss before tax | 36,417,947 | 56,458,993 | 155 | 37,952,498 | 58,065,037 | 153 |
| Net profit or loss | 33,143,408 | 47,724,065 | 144 | 34,982,789 | 49,125,460 | 140 |
| Added value22 | 115,524,196 | 138,279,339 | 120 | 124,516,296 | 145,977,102 | 117 |
| Statement of financial position | 31 Dec 2017 | PLAN 31 Dec 2018 |
IND PLAN 2018/20 17 |
31 Dec 2017 | PLAN 31 Dec 2018 |
IND PLAN 2018/2017 |
|---|---|---|---|---|---|---|
| Assets | 518,952,908 | 534,847,358 | 103 | 536,478,688 | 552,871,422 | 103 |
| Non-current assets | 447,568,391 | 469,852,225 | 105 | 459,505,654 | 480,994,107 | 105 |
| Current assets | 71,384,517 | 64,995,133 | 91 | 76,973,034 | 71,877,314 | 93 |
| Equity | 320,652,651 | 365,559,273 | 114 | 350,437,387 | 396,745,405 | 113 |
| Non-current liabilities with provisions and long-term accruals and deferred revenue |
156,033,161 | 120,512,208 | 77 | 142,700,743 | 106,846,229 | 75 |
| Short-term liabilities | 42,267,096 | 48,775,877 | 115 | 43,340,558 | 49,279,788 | 114 |
| Financial liabilities | 133,114,842 | 117,054,443 | 88 | 117,114,842 | 101,054,549 | 86 |
| Investments | 2017 | PLAN 2018 | IND PLAN 2018/20 17 |
2017 | PLAN 2018 | IND PLAN 2018/2017 |
|---|---|---|---|---|---|---|
| Investments in property, plant and equipment, investment property and intangible assets |
36,661,385 | 51,927,681 | 142 | 37,342,062 | 52,313,081 | 140 |
22 Added value = net sales + capitalised own products and own services + other revenue – costs of goods, material, services – other operating expenses excluding revaluation operating expenses.
| (in EUR) | Luka Koper, d. d. | Luka Koper Group | ||||
|---|---|---|---|---|---|---|
| Ratios (in %) | 2017 | PLAN 2018 | IND PLAN 2018/20 17 |
2017 | PLAN 2018 | IND PLAN 2018/2017 |
| Return on sales (ROS)23 | 16.9% | 24.3% | 144 | 17.3% | 24.4% | 141 |
| Return on equity( ROE) | 10.6% | 13.7% | 129 | 10.3% | 12.9% | 126 |
| Return on assets (ROA) | 6.7% | 9.2% | 138 | 6.8% | 9.0% | 133 |
| EBITDA margin24 | 30.3% | 36.6% | 121 | 30.8% | 36.9% | 120 |
| EBITDA margin from market activity25 |
30.8% | 38.9% | 126 | 31.3% | 39.1% | 125 |
| Financial liabilities/equity | 41.5% | 32.0% | 77 | 33.4% | 25.5% | 76 |
| Net financial debt /EBITDA26 | 1.7 | 1.2 | 73 | 1.3 | 0.9 | 72 |
| Dividend payout ratio | 33.6% | 26.0% | 77 | 33.6% | 26.0% | 77 |
| Port throughput (in tons) | 2017 | PLAN 2018 | IND PLAN 2018/20 17 |
2017 | PLAN 2018 | IND PLAN 2018/2017 |
|---|---|---|---|---|---|---|
| Port throughput | 23,366,959 | 23,323,060 | 100 | 23,366,959 | 23,323,060 | 100 |
| Number of employees | 2017 | PLAN 2018 | IND PLAN 2018/20 17 |
2017 | PLAN 2018 | IND PLAN 2018/2017 |
| Number of employees | 926 | 1,129 | 122 | 1,108 | 1,287 | 116 |
The Luka Koper Group is heading into 2018 ambitiously, exceeding the objectives set in the adopted strategic business plan from 2015, especially in terms of the throughput of containers, net sales, and ROE, while falling short of the plan in terms of the timely provision of additional capacities with key new investments, where significant improvement will have to be made in 2018. In 2018, financial results will depend on further two vital factors, now still under assessment: the future of the Act regulating the construction, operation and management of the second track of the Divača-Koper railway line, now still under judicial review by the Supreme Court, and changed business model relating to port service
23 Return on sales (ROS) = earnings before interest and taxes (EBIT) / net sales
24 EBITDA margin = earnings before interest, taxes, depreciation and amortisation (EBITDA) / net sales
25EBITDA margin from market activity = earnings before interest, taxes, depreciation and amortisation (EBITDA) / net sales from market activity
26 Net financial debt /EBITDA = (financial liabilities – cash and cash equivalents)/EBITDA
providers. Luka Koper, d. d. has considered in its Business plan for 2018 the costs of a throughput fee as of July 2018. Meanwhile, effects of the forthcoming action plan for addressing the issue of port service providers has not been included. Devised by the Management Board, a proposal for a port service provider strategy was discussed at the ordinary meeting of the Supervisory Board on 26 March 2018.
The Strategy will also be verified by adopting external expert opinions, particularly as regards its legality, economy, autonomy and business performance, and supplemented by a benchmark analysis as well as objectives and key indicators. At the same time, the Management Board will develop an action plan of strategy implementation and launch vital preparation activities.
The plan for total port throughput in 2018 is 23 million tons, broadly the same level as in 2017. The highest growth rates are envisaged in the strategic cargo groups of containers (8%) and cars (4%), while the total port throughput in 2018 will largely be affected by a decline in the throughput of dry bulk and bulk cargoes as a result of scheduled extraordinary works comprising extensive maintenance and the overhaul of a furnace of one of the customers in the hinterland.
In line with the Company strategy, investment in 2018 will focus on increasing the capacities of the container terminal in the southern part of Pier I, constructing a new Ro-Ro berth in Basin III, acquiring additional storage areas for the car and Ro-Ro terminal, and constructing a new port entrance. As the implementation of most of the key projects still depends on permitting procedures and public procurement processes, it will be vital in 2018 to continue and strengthen the constructive dialogue with all institutional stakeholders in order to start the construction works in accordance with the revised timelines. The planned value of investment in property, plant and equipment, investment property and intangible assets of Luka Koper, d. d. and the Luka Koper Group in 2018 is EUR 51.9 million and EUR 52.3 million, respectively.
In 2018, net sales of Luka Koper, d. d. will total EUR 228 million, of which net sales from market activity will amount to EUR 215 million, while the revenue from the performance of public utility services will amount to EUR 13 million. Net sales of the Luka Koper Group will total EUR 232 million in 2018, with net sales from market activity amounting to EUR 219 million and those relating to the performance of public utility services to EUR 13 million. The revenue from the performance of public utility services relating to the regular maintenance of the port infrastructure is expected to increase in 2018 as the plan envisages the implementation of a major portion of the large-scale maintenance
originally planned for 2017 after the maintenance plan for 2017 did not receive the approval of the Ministry of Infrastructure.
In 2017 Luka Koper, d. d. celebrated an important anniversary marking 60 years since the establishment of the predecessor of today's public limited company. Despite its long history, the Port of Koper is the youngest of all ports in the Northern Adriatic region, yet a very dynamic one and a leader in the strategic cargo groups where competition is particularly fierce. Luka Koper's container terminal has been number one in the region ever since it took this spot in 2010. With an 8% growth in throughput in 2017, resulting in 911,528 TEU, the terminal rose above container throughput in neighbouring ports. In terms of car throughput, Koper stands out even more among other ports in the Adriatic: with 741,253 cars, it is, in fact, one of the leading car terminals in the Mediterranean. Containers and cars make the two strategic cargo groups that will receive the largest share of investment within the 5 year business strategy of the Company and the Luka Koper group. In terms of investment in the container terminal, important events in 2017 included the purchases of two new super post-panamax container cranes, to allow for throughput from and to some of the biggest container ships that sail the world's seas today, when all other conditions have been met. Additional tracks in the terminal and the acquisition of rail mounted gantry cranes and new rubber tired gantry cranes – all last year's additions – are equally vital to quicker processing of containers. In 2017, a large part of the EUR 37.3 million of total investment of the Group was invested in the container terminal. In all, investment fell short of the annual plan, especially due to lengthy permitting processes. In addition to the container terminal, the new multi-purpose warehouse should be mentioned as it was the first enclosed storage facility built in the last decade.
These sixty years were a winding path for the Company, one full of challenges. The vision, persistence and devotion of its employees, and trust and support of its business partners have been the key elements of success as well as the key drivers in meeting our strategic objective to become the leading port operator and global logistics solutions provider for the countries of Central and Eastern Europe. Today, Luka Koper, d. d. is one of the most successful businesses in its sector, its return on equity reaching 10.6% in 2017 (10.3% at Group level). The growth in throughput, which totalled 23.4 million tons in 2017, was reflected in higher revenue and better business results of the Company in general. Net sales amounted to nearly EUR 207 million, an increase of 9% over 2016 (6% at Group level). Cash flows (EBITDA) dropped by 12%, to EUR 62.6 million (14% at Group level). Net profit totalled EUR 33.1 million in 2017, down 18% year-on-year (21% at Group level).
In addition to the diamond jubilee, the Company celebrated the anniversary of another significant milestone in 2017: 50 years since the arrival of the first train. Back in 1967, connecting the port with the Slovenian and European railway networks marked a fundamental shift in development, one which paved the way for throughput growth to pick
up and for Luka Koper to become firmly established in the Central European context. Without this investment, it would be impossible today to speak of Koper as the number one port for Austria's overseas trade with the world, or of Luka Koper accounting for the largest market share in Hungary and Slovakia in terms of containers. This is the reason why Luka Koper welcomes the Slovenian government's plan to construct an additional railway track between Koper and Divača; without it, the Company will not be able to meet its strategic objectives to 2030.
The fact that the results mentioned above have been achieved on the same land area as those ten years ago makes them all the more impressive. Future development of the port, alongside the construction of the second railway track, will depend also on the ability to acquire new areas for port activity, in accordance with the National Spatial Plan, starting with the extension of the container quay on Pier I. In addition to the above, the capacity and flexibility of railway transport is key to maintaining the port's competitive advantage, considering that neighbouring ports have similar plans. In one of them, works to extend the container quay to enable the berthing of two mother ships at a time are scheduled to begin in the autumn of 2018. The first port to enable higher berthing and transport flexibility for shipping companies (which are starting to integrate and contract increasingly large container ships) will be the first one to reap the reward, in terms of throughput, TEU, tons and revenue.
In 2018, the concession area of the port will extend to include the area for a new entrance for trucks at Sermin, which will be ready by the end of the year. Future plans also include access to additional areas in the hinterland of the port, mainly for the purpose of storing cars, and construction of additional berths for Ro-Ro ships in Basin III. The latter will ease the load on berths in Basin I and improve safety on the berths in Basin III, where last year extreme weather caused the collapse of a gantry crane in the bulk cargo terminal.
In addition to challenges arising on the Slovenian and international markets, the year 2018 will also be marked by the elimination of weaknesses discovered with regard to certain services, and by solving the long-term so-called 'port service provider issue'.
In 2017, the parent company celebrated another anniversary, which, even though it received less publicity, has considerable significance for the quality of the services provided by the Company for its business partners. In 1997, Luka Koper earned its first certification for quality management systems. Today, with eight certifications, its quality management system has become an integral part of the Company's business culture, affecting how well the Company is organised, how it manages its processes and resources, in what way it implements its strategy and plans, how it treats its employees, etc. Today, management systems are a necessity entities are faced with due to current challenges, and particularly due to customers and other stakeholders within the overall context of the organization.
Dimitrij Zadel President of the Management Board of Luka Koper, d. d.
Until 30 June 2017 the Supervisory Board operated in the following composition: Alenka Žnidaršič Kranjc (chairperson), PhD, Elen Twrdy, PhD, Capt. Rado Antolovič, MBA, Žiga Škerjanec, Andrej Šercer, MSc, Sabina Mozetič, Mladen Jovičić, Rok Parovel and Marko Grabljevec. On 30 June 2017, the General Shareholders' Meeting, appointed for the four year mandate, which commenced on 1 July 2017, a new Supervisory Board Members, and thus, later in 2017, the Supervisory Board operated in the following composition Capt. Rado Antolovič, MBA, Uroš Ilić, MSc, Milan Jelenc, MSc, Andraž Lipolt, MSc, Barbara Nose, Sabina Mozetič, Mladen Jovičić, Rok Parovel and Marko Grabljevec. In 2017, the Supervisory Board members were in sinergy with expertise and competences, the composition of the Supervisory Board was diversified with respect to the education, professional experience, gender and age.
In 2017, the Supervisory Board in the scope of its competences was engaged in the performance of various tasks, and in the first half of 2017, under the chairmanship of Alenka Žnidaršič Kranjc, PhD, it held three regular meetings and one session by correspondence. It discussed the Annual report of Luka Koper Group and Luka Koper, d. d., criteria for the rewarding of the Management Board, conducted the self-assessment, was acquainted with the company's performance for 2010–2017, with competitive position of the company, corporate integrity in the company, the Rules on the operating of the Audit Committee and discussed the Rules on professional secrecy of the company, discussed the Annual Report of the internal audit for 2016 and the risk management system and was informed about issues concerning the impact of the Act regulating the construction, operation and the management of the second track Divača–Koper railway line. The employees' representative Mladen Jovičič was appointed in the Supervisory Board for the third time for the four years term from 8 April 2017 onwards. In 28th General Shareholders' Meeting, the Supervisory Board proposed for election for auditing of financial statements of Luka Koper, d. d., and Luka Koper Group for business years 2017, 2018 and 2019 proposed the external auditor KPMG Slovenija, podjetje za revidiranje, d. o. o. 46 resolutions, were unanimously adopted in 2017 by the Supervisory Board in a former composition.
On 14 July 2017, a new Supervisory Board held a constituent meeting. Capt. Rado Antolovič, MBA, was elected chairman, Uroš Ilić, MSc, deputy chairman. Later in 2017, the Supervisory Board besides the constituent meeting held eight ordinary and one session by correspondence (two convocations of correspondence sessions were not successful). As a
key previously unrecognised company's risk the Supervisory Board recognised a risk of cooperation with the providers of port services. After a detailed insight into the company's operation, it recognised that the auditor appointed on 28th Genertal Shareholders' Meeting in 2017, conducted fort the company also non-audit services, concerning the issues concerning providers of port services, which was meanwhile the subject of a special audit, did not conclude a contract with the appointed external auditor. Since the Supervisory Board recognised the existence of a reasonable ground for the doubt upon the autonomy of the external auditor, appointed in the 28th General Shareholders' Meeting, a special auditor in the Special Audit report highlighted numerous risks right in respect of the company's contracting of port services. Therefore, at the end of 2017, the Supervisory Board in a new composition convened 29th General Shareholders' Meeting of Luka Koper d. d., in which the shareholders besides the discussed conclusions of a special auditor PwC d.o.o. and the appointment of a new external auditor of financial statements, the company BDO Revizija d.o.o., voted non confidence in the of the president of the management board and two members of the management board. On 29 December 2017 at the last, 8th session in 2017, the Supervisory board, recalled the president of the management board Dragomir Matić, member of the management board Andraž Novaka and member of the management board Irena Vincek and appointed a new president of the management board Dimitrij Zadel, member of the management board Metod Podkrižnik and member of the management board Irma Gubanec. Besides the rejection of the company's business plan for 2018 and company's strategy on the cooperation with providers of port services, the Supervisory Board recognised previously unrecognised risks of the port's security, which regretfully in the course of the year showed as justified, since on 29 July 2017, a fatal accident at work occurred. Since one of the parties involved in the aforesaid accident was a member of the supervisory board – employee's representative, the Supervisory Board due to conflicts of interests discussed this issue in his absence. Recognition, disclosure, management and remedies of conflicts of interests the Supervisory Board consistently and proactively implemented also in other cases, whereby the individual members in compliance with the principle of proportionality , excluded from voting, from decision-making or renounced the receipt of the material. In this regard, the Supervisory Board always established and implemented what was in the best interests of the company.
In the monitoring of the performance of Luka Koper, d. d. and Luka Koper Group, the Supervisory Board paid a lot of attention to the risk management, monitoring of the company's performance and company's investments, long-term development and longterm development and competitive position of the company, renewal of work processes from the point of view of safety and relationship with the key stakeholders.
Besides the above mentioned activities, the Supervisory Board discussed the following relevant topics:
• In the July meeting, on 28 July 2017, the cooperation of the company with SDH and pending legal cases;
From 266 resolutions, adopted by a new Supervisory Board in a new composition in the second half of the year, 94 percent were adopted unanimously.
In the first half of 2017, in the framework of the Supervisory Board operated the HR Committee , Audit Committee and the Committee for infrastructure and operations. By constituting a new Supervisory Board on14 July 2017, the Supervisory Board instead of the Committee for infrastructure and operations established two Committees – Committee for investments and Committee for organisation and processes, which made possible the conduct of the due diligence by new members of the Supervisory Board.
HR Committee First half of 2017
In the first half of 2017, the HR Committee operated in the following composition: Capt. Rado Antolovič, MBA (chairman), Andrej Šercer (member), MSc, Sabina Mozetič (member) and Rok Parovel (member). The HR Committee held two meetings, in which it discussed the criteria for determining the variable part of the salary for the Management Board Members and implemented the self-assessment.
By the constitution of a new Supervisory Board, also a new HR Committee was constituted and in the constituting meeting held on 28 July 2017 it was informed about the work of the HR Committee from previous years and revised previously unrealised resolutions. HR Committee in a new composition is chaired by Uroš Ilić, MSc, HR Committee members in 2017 were also Milan Jelenc, MSc, Andraž Lipolt, MSc and Rok Parovel. The Committee held five regular and two sessions by correspondence and discussed the employment contracts of the Management Board members and their compliance with the legislation, training and rewarding of the Management Board members and implemented the nomination procedure for new Management Board members.
First half of 2017
In the first half of 2017, the Audit Committee of the Supervisory Board operated in the following composition Žiga Škerjanc (chairman), Alenka Žnidaršič Kranjc, PHd (member), Mladen Jovičić (member) and Polona Pergar Guzaj (external member). The committee in this composition met in 3 ordinary and one session by correspondence. In the first half of 2017, the Audit Committee among others:
• Adopted the Plan of the Audit Committee for 2017, discussed the audited Annual Report of Luka Koper Group and Luka Koper, d. d., for 2016, monitored and discussed the financial reporting procedures, discussed the reports on risk management and the operation of internal controls, reports on public information and corporate integrity reports and discussed the Rules on the Audit Committee, which was submitted for adoption to the Supervisory Board. The Audit Committee also proposed a candidate for the conduct of the statutory audit of the performance of Luka Koper, d.d. its subsidiaries and Luka Koper Group for business years 2017, 2018 and 2019 and self-assessed its operation.
From 14 July 2017 onwards, the Audit Committee operated in a new composition: Barbara Nose (chairperson, specialist auditor), Uroš Ilić, MSc. (member), Milan Jelenc, MSc (member) and Mladen Jovičić (member), from 30 August onwards, also the external member Mateja Kupšek. The Audit Committee in a new composition held 7 ordinary
meetings and 2 sessions by correspondence. The Audit Committee in a new composition from the date of taking up the office:
The Audit Committee regularly reported about its operations to the Supervisory Board, made recommendations and upgraded the discussed reports by requests upon more quality and efficient reporting and risk management, with emphasis on the insurance of compliance, cost effectiveness and management of potential conflict of interests.
In the first half of 2017, also the Committee for infrastructure and operations operated , who met on three ordinary meetings. The Committee operated in the following composition: Elen Twrdy (chairperson), Capt. Rado Antolovič, MBA (member), Andrej Šercer, MSc (member), Marko Grabljevec (member). In this meeting, it discussed and it was informed about the
implementation of the investment plan in 2016 and in the first half of 2017 and the report on the status of the projects, monitoring of short-term actions for the increase in productivity for January–December 2016, sale of property as well as eligibility and the progress of various investments.
By constituting a new Supervisory board on 28 July 2017, also a new Committee for investments was constituted. The Committee held the constituting meeting and four meetings and it operated in the following composition: Andraž Lipolt, MSc (president), Milan Jelenc MSc (member), Sabina Mozetič (member), Marko Grabljevec (member). The Committee discussed and it was informed about the implementation of the investment plan and reasons for discrepancy, investments plan draft for 2018 and proposed the improvement of the investment plan in compliance with internal rules on the management and implementation of investments, management of public procurement procedures. The Committee was informed about the assets and way of spending assets of the public utility service, role of internal audit in the company in the implementation of investments, feasibility studies and sale of property.
By constituting a new Supervisory Board on 28 July 2017, also a new Committee for organisation and processes in the following composition Capt. Rado Antolovič, MBA (chairman), Andraž Lipolt, MSc (member), Barbara Nose (member), Rok Parovel (member) and Mladen Jovičič (member). The Committee held a constituent meeting and three ordinary meetings and discussed strategy of port activity, issues concerning providers of port services, monitored the impacts of short-term actions on the increase in productivity and recommended the implementation of actions for the reduction of the risk on dependence on providers of port services, by risk management, ethics and legality.
In 2017, the average presence in the Supervisory Board meetings and Committees meetings was 90 percent. The absences are shown in the table below.
| Meeting No | Date of meeting | Absent members |
|---|---|---|
| Supervisory Board meetings | ||
| 26th ordinary meeting | 24 February 2017 | Mladen Jovičić |
| 27th ordinary meeting | 31 March 2017 | / |
| 28th ordinary meeting | 12 May 2017 | / |
| 18th session by correspondence | 17 May 2017 | / |
| Constituent meeting | 14 July 2017 | Marko Grabljevec |
|---|---|---|
| st ordinary meeting 1 |
28 July 2017 | Sabina Mozetič |
| nd ordinary meeting 2 |
30 August 2017 | Sabina Mozetič |
| rd ordinary meeting 3 |
22 September 2017 | Sabina Mozetič |
| th ordinary meeting 4 |
13 October 2017 | / |
| st session by correspondence 1 |
25 October 2017 | / |
| th ordinary meeting 5 |
13 November 2017 | Capt. Rado Antolovič, Milan Jelenc, MSc Sabina Mozetič |
| th ordinary meeting 6 |
24 November 2017 | Sabina Mozetič, Marko Grabljevec |
| th ordinary meeting 7 |
15 December 2017 | Capt. Rado Antolovič ,Marko Grabljevec |
| th ordinary meeting 8 |
29 December 2017 | / |
| Meetings of the HR Committee | ||
| 17th ordinary meeting | 24 February 2017 | / |
| 18th ordinary meeting | 12 May 2017 | / |
| Konstitutivna seja | 28 July 2017 | / |
| 1st ordinary meeting | 30 August 2017 | / |
| st session by correspondence 1 |
16 August 2017 | / |
| nd ordinary meeting 2 |
21 September 2017 | Andraž Lipolt, MSc |
| nd session by correspondence 2 |
2 November 2017 | / |
| rd ordinary meeting 3 |
15 December 2017 | / |
| th ordinary meeting 4 |
20 December 2017 | / |
| th ordinary meeting 5 |
29 December 2017 | / |
| Meetings of the Committee for infrastructure and operations |
||
| 22nd ordinary meeting | 24 February 2017 | / |
| 23rd ordinary meeting | 31 March 2017 | / |
| 24th ordinary meeting | 12 May 2017 | / |
| Meetings of the Committee for Investment |
||
| Constituent meeting | 28 July 2017 | Sabina Mozetič |
| st ordinary meeting 1 |
29 August 2017 | Sabina Mozetič |
| nd regular meeting 2 |
21 September 2017 | Sabina Mozetič, Milan Jelenc, MSc |
| rd ordinary meeting 3 |
11 October 2017 | / |
| th ordinary meeting 4 |
8 December 2017 | / |
| Meetings of the Committee for organisation and processes |
||
| Constituent meeting | 28 July 2017 |
| st ordinary meeting 1 |
30 August 2017 | |
|---|---|---|
| nd ordinary meeting 2 |
22 September 2017 | / |
| rd ordinary meeting 3 |
24 November 2017 | mag. Andraž Lipolt, Barbara Nose |
| Meetings of the Audit Committee | ||
| 23rd ordinary meeting | 24 February 2017 | Mladen Jovičić, Polona Pergar Guzaj |
| 24th ordinary meeting | 31 March 2017 | Alenka Žnidaršič Kranjc, PHd |
| 25th ordinary meeting | 12 May 2017 | Polona Pergar Guzaj |
| rd session by correspondence 3 |
26 May 2017 | / |
| Constituent meeting | 28 July 2017 | Polona Pergar Guzaj |
| 1st ordinary meeting | 28 August 2017 | / |
| st session by correspondence 1 |
1 September 2017 | / |
| nd ordinary meeting 2 |
22 September 2017 | / |
| nd session by correspondence 2 |
29 September 2017 | / |
| rd ordinary meeting 3 |
12 October 2017 | / |
| th ordinary meeting 4 |
24 October 2017 | / |
| th ordinary meeting 5 |
24 November 2017 | / |
| th ordinary meeting 6 |
13 December 2017 | Mladen Jovičić, Milan Jelenc, MSc |
| th ordinary meeting 7 |
29 December 2017 | Mladen Jovičić |
The Supervisory Board did not carry out the self- assessment for 2017 according to the selfassessment questionnaire of the Audit Committee, as proposed by the Slovenian Directors' Association (SDA), adopted an action plan for the improvement of the quality of its work.
Based on provisions of Article 25 of the Articles of Association of Luka Koper, d. d., the General Shareholders Meeting, on 28 December 2017 until revoke adopted a decision on the determination of the rewarding for the performance of duties and attendance fee of the Supervisory Board members and members of the Supervisory Board Committees, and thereby it eliminated the non-compliance with the Corporate Governance Code for listed companies, recognised by the Supervisory Board in a new composition. In 2017, a legal basis for the payments was the resolution of the General Shareholder's Meeting of 21 August 2015.
In the 4th meeting held on 13 October 2017, the Supervisory Board determined the rewarding of the external members of the Audit Committee of the Supervisory Board, who for the performance of work in the Audit Committee, receives the same pays as the Member of the Supervisory Board member for its performance of work in the Committee.
Report of the Supervisory Board for 2017
The external member of the Audit Committee is in the same way as the Members of the Supervisory Board entitled to the refund of travel expenses and other expenses related to the arrival and the participation in the meetings.
Payments to individual Members of the Supervisory Board and Members of Committees and other costs are presented in detail in the Accounting Report of Luka Koper, d. d., in Note No. 31 Transactions with related parties.
The Supervisory Board discussed the Annual Report of Luka Koper, d. d., and Luka Koper Group for the year 2017 in its 11th ordinary meeting and the proposal of the Management Board for the appropriation of the accumulated profit.
By verifying the Annual report and financial statements with notes, the proposal of the Management Board for the appropriation of the accumulated profit and the review of a certified auditor, the Supervisory Board adopted the audited Annual Report of Luka Koper, d. d., and Luka Koper Group for the year 2017.
By adopting the Annual Report, the Supervisory Board also expressed a view on the corporate governance and in compliance with the reference code, which is included in the Annual Report of Luka Koper, d. d., and Luka Koper Group for 2017, and established that it reflects the actual corporate governance of Luka Koper, d. d. and Luka Koper Group in 2017.
Uroš Ilić, MSc Chairperson of the Supervisory Board of Luka Koper, d. d.
In line with the provision of Article 70 (5) of the Companies Act, Luka Koper, d. d. issues the following Corporate Governance Statement relating to the period from 1 January 2017 to 31 December 2017.
In the period from 1 January to 31 December 2017, the Company observed The Corporate Governance Code for public limited companies of 27 October 2016, which was drawn and adopted jointly by the Ljubljana Stock Exchange (Ljubljanska borza, d. d.), Ljubljana, and the Slovenian Directors' Association, and put into force on 1 January 2017. The code is available on the Ljubljana Stock Exchange website http://www.ljse.si/cgi-bin/jve.cgi?doc=8377.
The Corporate Governance Code for Companies with Capital Assets of the State (first the version adopted in March 2016, then the updated version adopted in May 2017) which is available on the Slovenian Sovereign Holding website https://www.sdh.si/en-gb/assetmanagement/key-ssh-asset-management-documents,and Recommendations and expectations of the Slovenian Sovereign Holding (first the version adopted in February 2016, then the updated version adopted in May 2017)), also available on the Slovenian Sovereign Holding website https://www.sdh.si/en-gb/asset-management/key-ssh-assetmanagement-documents also applied to the Company. The Company adopted no corporate governance of its own. The governance is carried out in compliance with the provisions of the Companies Act, and the codes and recommendations mentioned above.
On 20 April 2010, the Management Board adopted the Corporate Governance Policy that the Supervisory Board approved on 13 May 2010. In 2016, the Company prepared a new corporate governance policy that the Management Board adopted on 6 December 2016 and the Supervisory Board approved on 16 December 2016, and is available on the Company's website https://luka-kp.si/eng/corporate-documents. A revision of the Corporate Governance Policy is planned for 2018.
In its corporate governance, the Company voluntarily decided to apply the Slovenian corporate integrity guidelines that are available on the website http://www.korporativnaintegriteta.si/Smernice/Smernice(SSKI).aspx, based on which it adopted its own Corporate Integrity Strategy of the Luka Koper group companies and the Code of Ethics of the Luka
Koper Group that are available on the Company's website https://luka-kp.si/eng/corporatedocuments. The Company has also adopted the Rules of Procedure of the corporate integrity officer and the committee addressing reported violations of corporate integrity of the Luka Koper Group.
In governance, the Company observes the provisions of applicable codes; major derogations are stated and/or explained below.
Governance Code for Companies with Capital Assets of the State, Item 9.2, and from the Corporate Governance Code of Public Limited Companies, Item 26).
Corporate Governance Code for Companies with Capital Assets of the State. Item 6.9.3).
average monthly salary of an employee (derogation from the Recommendations and expectations of the Slovenian Sovereign Holding, Item 4.3.2.).
The Corporate Governance Code for Companies with Capital Assets of the State (adopted in March 2017) and Recommendations and expectations of the Slovenian Sovereign Holding (adopted in May 2017) also apply to subsidiaries in the Luka Koper Group where Luka Koper, d. d. is a controlling company. In compliance with the above, Luka Koper, d. d. gives a report on observance of the provisions of the Code and Recommendations mentioned also for its subsidiaries, i.e. Adria Terminali, d. o. o., Luka Koper Pristan, d. o. o., Adria Investicije, d. o. o., Luka Koper INPO, d. o. o., Logis Nova, d. o. o., and TOC, d. o. o. In governance, subsidiaries follow the provisions of the Code and the Recommendations; major derogations are stated and explained below.
• On the basis of the results achieved, in line with the Collective agreement and the conditions met for the payment of the 13th salary, the subsidiaries Luka Koper INPO, d. o. o., Adria Terminali, d. o. o. and TOC, d. o. o. paid the 13th salary to the employees in the amount of the average salary, whereas the subsidiary Luka Koper Pristan, d. o. o., based on the Rules on salaries and the conditions met, paid out the Christmas bonus in 2017 (derogation from the Recommendations and expectations of the Slovenian Sovereign Holding, Item 4.3.2.).
Corporate integrity is reported in detail in the Sustainability Report, section 7 Corporate integrity, human rights and operations compliance.
Risks are reported in detail in the Sustainability Report, 3.11 Risk control system in the Luka Koper Group.
The Luka Koper Group controls risks related to financial reporting, implementation of guidelines and internal control procedures adopted. The purpose of internal controls is to ensure accuracy, reliability and completeness of acquiring data on transactions and preparation of financial statements that give a true and fair view of the financial position, profit or loss, cash flows and changes in equity in accordance with the applicable laws, International Accounting Standards and other external and internal regulations. Risks related to consolidated financial statements of the Group have also been controlled through a centralised accounting function in a uniform IT system in the controlling company that includes all the subsidiaries and the majority of associated companies.
Having been designed in accordance with the principle of reality and division of responsibility, the accounting controls focus on the control of accuracy and completeness of data processing, reconciliation of the balance presented in the books of account, and the actual balance, separation of records from conducting transactions, professionalism of accountants and independence. Internal controls in accounting are also related to controls in the field of IT that ensure limitations and supervision over the access to the network, data and applications as well as accuracy and completeness of data acquisition and processing.
Luka Koper, d. d. as a company subject to the application of the act regulating acquisitions, states data as at 31 December 2017 and all the required explanations in line with the provision of Article 70 (6) of the Companies Act:
The Company shares are ordinary no-par value shares that grant to their holders the right to participate in the Company management, the right to profit sharing - dividend payments, and the right to a proportionate amount of remaining assets after winding up or bankruptcy of the Company. All the shares are registered shares, of one class and issued in book-entry form. The Company shares are freely transferable and listed on the Ljubljana Stock Exchange, first listing. Detailed data about the share and ownership structure is presented in Section The LKPG share.
All company shares are freely transferable.
Pursuant to Article 77 (1) of the Takeovers Act, achievement of the qualified share on 31 December 2017 was as follows:
The Company issued no securities that would grant special control rights.
The Company has no employee share scheme.
There is no limitation of voting rights.
The Company has not been informed of any such agreements.
The Company's rules on appointments or replacements of members of management and supervisory bodies
The Management Board of the Company has a President and up to three members, of which one is the Workers Director. The President of the Management Board and other Management Board members are appointed and dismissed by the Supervisory Board. The Workers Director as a member of the Management Board is appointed and dismissed by the Supervisory Board on a proposal of the Workers' Council. The term of office of the President of the Management Board, Management Board members and the Workers Director is five years with the possibility of re-appointment. The Supervisory Board has the right and competence to dismiss the entire Management Board or an individual member of the Management Board.
The Supervisory Board can dismiss the President of the Management Board, members of the Management Board and the Workers Director early for the reasons set out in the law. The quorum of the Supervisory Board when appointing or dismissing the President of the Management Board, a member of the Management Board or the Workers Director requires the presence of at least half of the members of the Supervisory Board and at least half of the present Supervisory Board members have to be representatives of the capital, of which the Chairperson of the Supervisory Board and deputy Chairperson of the Supervisory Board are to be present as well.
The President and members of the Management Board shall have at least university education, a thorough knowledge of one world language, and at least five years of work experience in decision-making positions in large companies in accordance with the criteria as defined by law governing companies. More detailed conditions and criteria for the president and members of the Management Board are determined by the Supervisory Board. The terms of appointment of the Workers Director are jointly determined by the Supervisory Board and the Workers' Council.
The Supervisory Board has a Personnel Committee that carries out preliminary procedures relating to the selection of candidates for the Management Board of the Company and proposes the most suitable candidates for the Management Board members to the
Supervisory Board. Before submitting the proposal, it verifies whether the candidates suggested meet the legal and statutory criteria for the members of the Management Board.
The Supervisory Board of the Company consists of nine members, of which six are elected by the General Meeting by a simple majority of the shareholders present and three members are elected by the Workers' Council. One of six Supervisory Board members can be proposed to Supervisory Board by the municipality or municipalities in the port area. By decision, the General Meeting establishes the election and discharge of the members of the Supervisory Board elected by the Workers' Council. The decision on an early discharge of members of the Supervisory Board has to be taken by a three-quarters majority of the votes submitted in the General Meeting. Members of the Supervisory Board elected out of the employees can be discharged before the expiry of their term of office by the Workers' Council. By decision, the General Meeting only establishes their discharge. After expiry of their term of office, each elected member of the Supervisory Board may be proposed and re-appointed as a member of the Supervisory Board.
The Management and the Supervisory Boards have not formulated the diversity policy with respect to representation in management and control bodies of the Company as defined by the new Companies Act and the new Slovenian Corporate Governance Code of public limited companies adopted on 27 October 2016, which entered into force on 1 January 2017. Notwithstanding the above, the Company has pursued the objective of diversity with respect to representation in management and control bodies. This is also reflected in the fact that in recent years, gender diversity has significantly improved in management and control bodies and intergenerational diversity and educational diversity have also been observed. A diversity policy is expected to be adopted in 2018.
The General Meeting of Shareholders decides on the changes in the Articles of Association with three-quarters majority of the initial capital represented.
Powers of members of the Management Board are defined in the Section COMPANY MANAGEMENT. The Management Board has no special powers relating to the issue or purchase of own shares
Relevant agreements that are put into effect, are changed or terminated on the basis of a change in the Company's control as a result of a public takeover offer
The Company has not been informed of any such agreements.
Agreements between the Company and the members of its management or control body or employees who foresee compensation if they resign, are dismissed without valid grounds or their employment contract expires because of the offer stipulated by the Takeovers Act
There have been no agreements in accordance with the Takeovers Act.
Luka Koper, d. d. operates under a two-tier management system, under which the Company has three management bodies: the General Meeting of Shareholders, the Supervisory Board, and the Management Board. The competencies of individual bodies and the rules on their operation, appointment, discharge and the changes in the Articles of Association have been laid down by the Companies Act, the Articles of Association of the Company, and the Rules of Procedure on the Work of the Supervisory Board, Management Board and the General Meeting of Shareholders. Specific provisions on the operation of the Management Board are also stated in other general acts on internal company regulation. The Articles of Association of the Company are available at https://luka-kp.si/eng/corporate-documents.
The General Meeting of Shareholders is the highest body of the Company, deciding on its status changes, appropriation of the profit, the appointment or discharge of Members of the Supervisory Board and all other issues. It makes decisions in accordance with the Companies Act and the Articles of Association of Luka Koper, d. d. The ownership structure of Luka Koper, d. d. is presented in the Section The LKPG share.
The Management Board shall convene the General Meeting of Shareholders once a year as a general rule, or several times, if necessary. The convening of the General Meeting of Shareholders is published at least one month earlier on the AJPES website, in the electronic system of the Ljubljana Stock Exchange SEOnet, and on the Company's website. The Company's website https://luka-kp.si/eng/general-assembly includes the entire material with the proposals for decisions, which is also made available to shareholders at the
Company's head office. In compliance with the rules of the Ljubljana Stock Exchange, all decisions taken at the General Meeting of Shareholders are published.
Shareholders may take part in the General Meeting and exercise their voting right if their presence is reported to the Management Board by the end of the fourth day prior to the General Meeting and if shares or a share certificate is submitted for inspection.
The Company has no limitations relating to the voting rights, as all shares of Luka Koper, d. d. provide voting rights in line with the legislation.
Luka Koper, d. d. has issued no securities that would grant their holders any special control rights.
In 2017, the shareholders met at two meetings:
At the 28th General Meeting of 30 June 2017, the shareholders:
Appointed the audit firm KPMG Slovenija, podjetje za revidiranje, d. o. o. as the auditor for the financial years 2017, 2018 and 2019.
Recalled the following members of the Supervisory Board from their position as of 30 June 2017: Alenka Žnidaršič Kranjc, PhD, Elen Twrdy, PhD, Andrej Šercer, MSc, Žiga Škerjanc, Rado Antolovič,
At the 29th General Meeting of 28 December 2017, the shareholders:
The Supervisory Board oversees the running of the Company's operations. Other tasks and powers of the Board, in accordance with the law and the Company's Articles of Association, are: appointing and dismissing the Management Board, determining the amount of Management Board's remuneration, approval of the annual report, preparing proposals for the appropriation of the accumulated profit, and convening the General Meeting of Shareholders
The Supervisory Board of Luka Koper, d. d. consists of nine members. Six are elected by the General Meeting of Shareholders, and three from among employees are elected by the Workers'Council of the Company. The term of office of members of the Supervisory Board shall be four years.
Composition of the Supervisory Board of Luka Koper, d. d. as at 31 December 2017:
Representatives of shareholders:
Uroš Ilić, MSc, Chairperson of the Supervisory Board from 29 Dec 2017 onwards (until 29 Dec 2017: Deputy Chairperson of the Supervisory Board) Beginning of a 4-year term of office: 1 July 2017 (28th General Meeting of Shareholders) Employed: ODI o.p., d. o. o. - Managing partner Membership in other management or supervisory bodies: /
Mag. Andraž Lipolt, Deputy Chairperson of the Supervisory Board Beginning of a 4-year term of office: 1 July 2017 (28th General Meeting of Shareholders) Employed: Petrol, d. d., Director of technical support Membership in other management or supervisory bodies: /
Capt. Rado Antolovič MBA, member of the Supervisory Board (Chairperson of the Supervisory Board until 29 Dec 2017)
Beginning of a 4-year term of office: 1 July 2017 (28th General Meeting of Shareholders) Employed: Managing Director of P&O Maritime (DP World)
Membership in other management or supervisory bodies: Maritime Services Division, DP World, managing director; P&O Maritime, CEO; P&O Ports, CEO
Beginning of a 4-year term of office: 1 July 2017 (28th General Meeting of Shareholders) Employed: Adviser to Managing director of the Slovenian Railways Membership in other management or supervisory bodies: Adriakombi, d. o. o. - Chairperson of the Supervisory Board; CKTZ, d. d. - member of the Supervisory Board
Barbara Nose, member of the Supervisory Board
Beginning of a 4-year term of office: 1 July 2017 (28th General Meeting of Shareholders) Employed: Constantia plus, d. o. o., Managing Director / certified auditor Membership in other management or supervisory bodies: /
Beginning of a 4-year term of office: 21 August 2015 (26th General Meeting of Shareholders) Employed: Municipality of Koper, Director of municipal administration
Membership in other management or supervisory bodies: Member of the General Meeting of Rižanski vodovod Koper, d. o. o., Member of the Council of the Koper Health Centre
Mladen Jovičić, member of the Supervisory Board Beginning of a 4-year term of office: 8 July 2017 (28th General Meeting – informing of shareholders)
Beginning of a 4-year term of office: 18 January 2016 (27th General Meeting – informing of shareholders)
Beginning of a 4-year term of office: 12 September 2016 (28th General Meeting – informing of shareholders)
Mateja Kupšek, External Member of the Audit Committee of the Supervisory Board Appointed for the period from 30 August 2017 until revoked.
The work of the Supervisory Board is governed by statutory regulations, the Articles of Association and the Rules of Procedure on the work of the Supervisory Board, the Management Code for publicly traded companies, Corporate Governance Code, Corporate Governance Code for Companies with Capital Assets of the State, Recommendations and expectation of the Slovenian Sovereign Holding and Recommendations of the Slovenian Directors' Association.
In 2017, the Supervisory Board worked in the above composition. Work, decisions, and viewpoints of the Supervisory Board and the Committees of the Supervisory Board are reported in detail in the Report on the Supervisory Board for 2017.
Each member of the Supervisory Board, taking into account the provisions 8 and 17.2 of the Corporate Governance Code of public limited companies, signed a declaration at the
beginning of 2017 stating that in the year 2017 there was no conflict of interest that would imply that an individual member
Statements are also available at https://luka-kp.si/slo/pomembni-dokumenti-208.
Since 10 January 2018, the Supervisory Board has had three committees:
The committees carry out professional tasks in aid to the Supervisory Board.
The Personnel Committee is composed of Uroš Ilić, MSc (Chairperson), Barbara Nose (member), Milan Jelenc, MSc (member), and Rok Parovel (member).
The Audit Committee is composed of Barbara Nose (Chairperson), Uroš Ilić, MSc (member) and Marko Grabljevec (member). As of 30 August 2017, Polona Pergar Guzaj (external member) was removed from office and Mateja Kupšek was appointed the external member.
The Operating Committee is composed of Andraž Lipolt (Chairperson), Capt. Rado Antolovič (member), Milan Jelenc, MSc (member), Sabina Mozetič (member), Mladen Jovičić (member) and Rok Parovel (member).
Members of the Supervisory Board and of Committees of the Supervisory Board are entitled to attendance fees and payments for performing the functions. The amount of attendance fees and payments shall be determined by the General Meeting of Shareholders. Members of the Supervisory Board and of Committees of the Supervisory Board are also entitled to a refund of travel expenses and other arrival- and attendance-related expenses. Remuneration of the Supervisory Board and the amounts are detailed in the Accounting Report of Luka Koper, d. d. in Note No 31 Related party transactions and in the section Report of the Supervisory Board for 2017, and their ownership of shares is discussed under section The LKPG Share.
The work of the Management Board is governed by statutory regulations, the Articles of Association and the Rules of Procedure on the work of the Management Board, the Management Code for publicly traded companies, Corporate Governance Code for Companies with Capital Assets of the State, and Recommendations and expectation of the Slovenian Sovereign Holding. Pursuant to the Companies Act and the Articles of Association, the Management Board manages and represents the Company.
The Management Board of Luka Koper, d. d. worked in the following composition until 28 December 2017:
• Dragomir Matić (President of the Management Board), appointed on 23 May 2014 for a period of five years, assumed office on 10 June 2014,
At its regular session on 29 December 2017, the Supervisory Board removed Dragomir Matić from his position of President of the Management Board, and Irena Vincek and Andraž Novak from their positions of members of the Management Board. To fill these positions, it appointed for a term of five years Dimitrij Zadel as President of the Management Board, Irma Gubanec as member of the Management Board in charge of Finance and Accounting and Metod Podkrižnik as member of the Management Board.
As at 31 December 2017, the Management Board of Luka Koper, d. d. consisted of:
At its regular session on 16 February 2018, the Supervisory Board concluded a consensual termination of the contract on management operations with Stojan Čepar, whose term of office as member of the Management Board - Workers Director thus expired on the same day. Based on a proposal of the Workers' Council, the Supervisory Board appointed Vojko Rotar to fill this position.
As at 16 February 2018, the Management Board of Luka Koper, d. d. consisted of:
President of the Management Board:
Dimitrij Zadel, born 29 September 1967, graduated in mechanical engineering and subsequently expanded his expertise in business abroad. He began his career in the product development department of Lama, a producer of furniture fittings. Between 1994 and 2003, he occupied key positions in the company Trgoavto d. o. o. As a commercial vehicle sales manager, he was responsible for the IVECO sales and service centre. Between 2001 and 2003, after being promoted to director general, he was in charge of the company's restructuring and modernisation, aimed at increasing the company's sales volumes and achieving its business optimisation. In 2003, he sought new career challenges in the OMV Group. He was director of OMV Slovenija, d. o. o. and, in line with the Group's strategy, also in charge of restructuring and reorganisation of OMV subsidiaries in Croatia, Bosnia-Herzegovina and Italy, in preparation for their planned disposal. Between 2013 and 2017, while performing the function of director and retail manager of OMV companies in the Czech Republic and Slovakia, he introduced important measures aimed at improving the companies' performance. Following the decision of the company's Supervisory Board, he commenced his five-year term of office as president of the Management Board of Luka Koper, d. d. on 29 December 2017.
Metod Podkrižnik, born 23 March 1971, graduated in mechanical engineering and obtained a Master's Degree in economics. He began his career in Gorenje, d. d. where he was in charge of the interior furnishings production line. Between 1999 and 2006, he was employed with the Agency of the Republic of Slovenia for Commodity Reserves, where he was responsible for a project aimed at establishing 90-day oil-product reserves in Slovenia and for their efficient maintenance. Between 2006 and 2008 he worked as deputy general manager at Holding Slovenske elektrarne (the state-owned power-generation company), where he managed the development department and performed other executive functions aimed at improving the holding's performance, including risk management. Between 2008 and 2015, he continued his business career at the OMV Group, where he was in charge of product supplies, sales, customer support, logistics and other key business functions in the Group's subsidiaries in Slovenia, Bosnia-Herzegovina, Croatia, Hungary, the Czech Republic and Slovakia. During his employment with OMV, he was appointed procurator in several of the group's subsidiaries and performed the function of director general at OMV Slovakia for two and a half years. In 2016, he joined the logistics company Fersped, d. o. o. as company director. Following the decision of the company's Supervisory Board, he commenced his five-year term of office in Luka Koper, d. d. on 29 December 2017.
Irma Gubanec, MSC, born 9 July 1968, completed her master's studies in business policy and organisation at the Faculty of Economics, University of Ljubljana. She began her career as independent finance consultant at the Development Fund of the Republic of Slovenia, where she was subsequently promoted to director of the Finance Department. Between 1999 and 2000, she worked at the Ministry of Economic Affairs as state secretary responsible for assets and finance. She subsequently sought new career challenges in the company P&S Svetovanje in analize as independent finance consultant in charge of company valuations and company mergers and acquisitions. Between 2001 and 2010, she held the position of deputy director general responsible for business economics at the national public broadcasting company RTV Slovenia, where she was responsible for finance, accounting, controlling and RTV subscription calculation. In 2010, she joined the media company Delo, d. o. o., where she occupied several key positions. Between 2013 and 2017, she held the position of president of the management board and director general responsible for meeting the company's strategic targets, including the company's financial, personnel and business restructuring. Following the decision of the company's Supervisory Board, she commenced her five-year term of office in Luka Koper, d. d. on 29 December 2017.
Vojko Rotar, born 17 June 1976, graduated in economics. He began his career in 1995 in Avico, a freight forwarding company from Ljubljana, and continued to work in logistics, later also international trade until 2003. He gained a wealth of experience with respect to the port as a transit point where international trade flows are being transferred. His insight into the general economic environment and the subjects operating within it paved him the way to various positions in the field of media and communications, where he worked as editor, journalist, correspondent, photo-reporter and web reporter for several Slovenian media. In the last four years, he was in charge of public relations and marketing in the Marjetica Koper public corporation, while also nearing a number of areas related to the promotion of good environmental practices and cooperation with the local community. He commenced his fiveyear term of office in Luka Koper, d. d. as member of the Management Board - Workers Director on 16 February 2018, following the decision of the Company's Supervisory Board,
A member of the Management Board has to disclose any conflict of interest to the Supervisory Board and inform other members of the Management Board accordingly.
Presentation of members of the Management Board is also available at https://lukakp.si/eng/management.
The Management Board autonomously directs the operations of the Company in its best interests, and assumes sole responsibility for its actions. It performs its work in accordance with the regulations, the Articles of Association and the binding decisions of the Company bodies.
The Company is represented by Members of the Management Board, who are in charge of the following areas:
Controlling,
Management and development of business processes,
• Internal Auditing,
Remuneration paid to members of the Management Board consists of the fixed and variable component. They are determined in fixed-term management operation employment contracts for members of the Management Board, in annexes to employment contracts and in decisions of the Supervisory Board. Employment contracts and annexes concluded between individual members of the Management Board and the Supervisory Board; also specify refunds and benefits. When concluding contracts and annexes for members of the Management Board, the Supervisory Board is represented by its Chairperson. Remuneration of the Management Board is presented in the Accounting Report of Luka Koper, d. d. in Note No. 31 Related party transactions, and ownership of shares is presented in the section The LKPG Share.
Luka Koper, d. d. has established a corporate governance system which includes the controlling company and 21 companies – from single-person limited companies to the companies with the share of less than 1%. With respect to the method of management, all investments are divided into four groups:
Other strategic investments are investments in shares and stakes of the companies engaged in activities relevant for the controlling company due to wider social and sustainable motives. They are managed in accordance with the principle of investment trust.
Portfolio investments are investments in shares of the companies which are listed on the stock exchange, investment funds, deposits and other money market instruments. They are managed for the purpose of ensuring and managing the liquidity of the Luka Koper, d. d. and the Luka Koper Group.
The dividend policy follows the classification of an individual investment: when acting as a shareholder in non-strategic investments, we strive to achieve the objective of maximised profit payment, and when acting as a shareholder in strategic and other strategic investments, we pursue the objective of a balanced profit payment under consideration of the investment-development company cycles.
Objectives in the field of investment management were set in the strategic business plan of the Company and the Group for the period 2016-2020 by upgrading the corporate governance system, particularly in cases of strategic investments. Business control will be established by organising regular periodic meetings of management boards of the companies with the Management Board of the controlling company.
| Company | Managing Director | Share of the controlling company in ownership (in %) |
|---|---|---|
| Luka Koper INPO, d. o. o. | Boris Kranjac | 100.00 |
| Adria Terminali, d. o. o. | Aleš Miklavec | 100.00 |
| Luka Koper Pristan, d. o. o. | Darko Grgič | 100.00 |
| Adria Investicije, d. o. o. | Boris Jerman | 100.00 |
| Logis Nova, d. o. o. | Larisa Kocjančič | 100.00 |
| TOC, d. o. o. | Ankica Budan Hadžalič | 68.13 |
The internal audit activity in Luka Koper, d. d. has been performed on the basis of the adopted fundamental internal audit document for the field of internal audit. The purpose of the internal audit is to carry out the function of internal auditing for the public limited company - Luka Koper, d. d. and subsidiaries. It is an independent organisational unit subordinated in function to the Supervisory Board, and in organisation to the Management Board of the Company. It operates independently and in accordance with the Rules on the operation of the internal audit that has been based on International Standards for the Professional Practice of Internal Auditing, Code of Internal Audit Principles of the Slovenian Institute of Auditors, and Code of Ethics of an internal auditor of the Slovenian Institute of Auditors. In accordance with the applicable definition, the internal audit activity helps implement the objectives of the Company and the Group by systematic and methodical assessment and improvement in the efficiency of risk control, control of procedures and their management. It operates with the aim of adding value with more reliable achievement of the objectives set.
In 2017, the internal audit carried out internal audit engagements and other activities in accordance with the adopted annual plan of work. New engagements planned this year and unfinished engagements from the previous year were carried out to a great extent, and two unplanned engagements were also conducted.
In implementing the planned transactions, the risks identified in the preparation of the annual plan served as guidance ,and were also supplemented in the phase of detailed observation of each audit area and initial risk assessment. The greater part of the service assurance included verification whether internal controls have been devised appropriately and whether they function in accordance with pre-defined objectives and standards. Based on identified deficiencies, recommendations were made for their improvement. Based on our assessment that the current level of maturity of the risk control system does not fully allow for assurances on risk management processes to be given, internal auditing of this area mostly comprises identification of policies and promoting further development.
In addition to the planned and unplanned auditing, after-audit activities were performed on a quarterly basis; the aim of which was to review the implemented measures for a better management of risks perceived during the internal audit work. Consulting activity was primarily focusing on assistance in the development of internal controls and risk management, and was related to cooperation with providers of external controls.
The internal audit reported on each individual engagement to the management of the audited unit the Management Board and the Audit Committee of the Supervisory Board; and quarterly, it submitted a report on the implementation of internal audit recommendations
to the Management Board and the Audit Committee. The internal audit reports to the Supervisory Board on an annual basis.
The development of the internal audit has been implemented by means of the programme for the provision and improvement in quality. Its purpose is to ensure to all the interested parties that operation of the internal control is in compliance with the applicable rules of the profession and that its operation is successful and efficient. The last external audit of the internal audit quality operation that confirmed these facts was carried out in 2017, and until the next one, the quality and improvement in its operation shall be provided by internal audits.
At the 29th meeting of 28 December 2017, the General Meeting of Shareholders appointed the audit firm BDO Revizija, d. o. o., družba za revidiranje, Cesta v Mestni log 1, Ljubljana for the audit of the financial statements of Luka Koper, d. d. and the Luka Koper Group in the financial year 2017.
The costs of audit services performed for Luka Koper, d. d. and its subsidiaries are presented in the consolidated accounting report, Note 33: Transactions with the audit firm.
Dimitrij Zadel President of the Luka Koper, d. d. Management Board
Metod Podkrižnik Member of the Luka Koper, d. d. Management Board
Irma Gubanec, MSc Member of the Luka Koper, d. d. Management Board
Vojko Rotar Member of the Luka Koper, d. d. Management Board – Workers Director
Supervisory Board of Luka Koper, d. d.; the 4-year term of office of whom started on 8 April 2017.
A new record monthly cargo throughput in the history of the port was achieved, amounting to 2.3 million tonnes.
Group for 2016,
The opening of a new multipurpose warehouse on Pier IItook place on 27 September 2017.
was visiting Luka Koper.
Luka Koper issued a publication dedicated to the 60th anniversary of the Company and presented it to the general and expert public.
Luka Koper and made by the Koper -Capodistria regional centre of the Slovenian national television.
Comparison of the results achieved by the Luka Koper Group in 2017 and 2016
In 2017, net sales of the Luka Koper Group were generated in the amount of EUR 211.4 million, which was an increase of 6% or EUR 11.9 million compared to 2016. When compared to the previous year, the Group's net sales increased in the field of core activity, i.e. loading and unloading of cargoes, filling and emptying of containers, storage and additional services.
In 2017, capitalised own products and own services amounted to EUR 738.1 thousand, among which the Group recorded the services that increased the value of property, plant and equipment and were mostly carried out by the subsidiary Luka Koper INPO, d. o. o.
In 2017, other revenue of the Luka Koper Group amounted to EUR 3.6 million, which was an increase by 16% or EUR 496.9 thousand as compared to 2016. The largest share of other revenue in 2017 were subsidies, grants and similar revenue of EUR 1.7 million.
Operating expenses of the Luka Koper Group stood EUR 179.2 million in 2017, which was an increase of 16% or EUR 24.4 million from 2016. All types of costs recorded under operating expenses increased when compared to the previous year. In 2017, the costs of material of the Luka Koper Group amounted to EUR 15.9 million, which was an increase by 3% or EUR 398 thousand compared to 2016. Energy costs increased by 14 percent or EUR 864.3 thousand from the previous year. The costs of ancillary material and spare parts also increased in 2017 due to a larger scope of maintenance works. The costs of services of the Luka Koper Group amounted to EUR 51.8 million in 2017, and went up by 3% or EUR 1.5 million compared to 2016. The costs of port services increased most among the costs of services due to the increased throughput and greater scope of services rendered. Concession costs also increased as a result of higher operating revenue. Labour costs of the Luka Koper Group amounted to EUR 54.5 million in 2017, and grew by 5% or EUR 2.6 million compared to 2016. They were higher due to a higher number of employees, an increase of the basic salary. In 2017, other operating expenses of the Luka Koper Group amounted to EUR 28.5 million, which was an increase by 169% or EUR 17.9 million from 2016. Additional provisions for liabilities arising from legal commitments were formed under other operating expenses, amounting to EUR 15.7 million. Operating expenses from
revaluation with respect to impairments of land in the municipality of Sežana increased by EUR 3.4 million.
The share of operating expenses in net sales in 2017 accounted for 84.7%, which is 7.2 of a percentage point more than in 2016. Comparatively, the share of costs of services in net sales decreased from 2016, but the shares of costs of material, labour costs and amortisation and depreciation expenses remained at the same level, and the share of other operating expenses increased.
In 2017, earnings before interest and taxes (EBIT) of the Luka Koper Group amounted to EUR 36.6 million, which was a decrease of 26% or EUR 12.7 million from 2016.
Earnings before interest, taxes, depreciation and amortisation (EBITDA) of the Luka Koper Group amounted to EUR 65.1 million in 2017, which was a 14% or EUR 10.7 million decrease from 2016.
The EBITDA margin of the Luka Koper Group accounted for 30.8% in 2017, which is 19 percent or 7.2 of a percentage point less than in 2016. Other operating expenses in 2017 also included the impairment of the Orleška Gmajna property amounting to EUR 3.4 million.
Profit or loss from financing activities in 2017 amounted to -377.3 thousand, whereas in 2016, the Luka Koper Group achieved the financial result of EUR -459.1 thousand. In 2017, the result of the associated companies amounted to EUR 1.7 million, which was a decrease of 11% or EUR 207.7 thousand compared to 2016.
Net profit or loss of the Luka Koper Group amounted to EUR 35 million in 2017, which was a decrease of 21% or EUR 9.4 million from 2016.
The return on equity (ROE) in 2017 amounted to 10.3%, which is 26 percent or 3.7 of a percentage point less than in 2016.
As at 31 December 2017, the financial liabilities of the Luka Koper Group amounted to EUR 117.1 million, and grew by 6% or EUR 6.8 million from the previous year-end. Loans from banks in the country increased due to the absorption of the remaining principal of the loan received by the parent company from a commercial bank.
As at 31 December 2017, non-current financial liabilities to banks of the Luka Koper Group accounted for 86% of total financial liabilities. When compared to the balance of the previous year-end, their share reduced by 2.8 percentage points.
In 2017, the Luka Koper Group allocated the amount of EUR 37.3 million to investments.
In 2017, the Luka Koper Group generated net sales in the amount of EUR 211.4 million, which was a decrease of 2% or EUR 3.9 million under the budgeted net sales.
Net sales of the Group relating to the market activity exceeded the budgeted net sales in 2017 by 4% or EUR 8.1 million. The revenue from the performance of the public utility service of regular maintenance of the port infrastructure intended for public transport lagged behind the plan by 77% or EUR 12 million, which had an impact on the total revenue of the Group lower than budgeted by 2% in 2017.
In 2017, earnings before interest and taxes (EBIT) of the Luka Koper Group amounted to EUR 36.6 million, which was a decrease of 33% or EUR 18 million when compared to the plan.
Earnings before interest, taxes, depreciation and amortisation (EBITDA) of the Luka Koper Group amounted to EUR 65.1 million in 2017, which was 21% or EUR 17.5 million less than planned.
In 2017, the EBITDA margin of the Luka Koper Group was lower by 20% or 7.6 percentage point when compared to the budgeted margin.
With regard to 2017, Luka Koper, d. d. foresaw a higher volume of maintenance works for the public utility service of regular maintenance of the port infrastructure, and, consequently, due to drawing long-term deferred revenue, its expected revenue higher by EUR 12.8 million than were achieved in 2017. As the approval of the plan by the Ministry of infrastructure was delayed – the Company only received the approval to the plan of current maintenance of port infrastructure in October 2017, whereas the plan of investment maintenance has still not been approved by the Ministry of infrastructure – the volume of actually performed maintenance works of the port infrastructure intended for public transport was lower than planned.
The Luka Koper Group thus puts emphasis on the EBITDA margin from market activities, which in 2017 amounted to 31.3% and was 24% lower than planned.
In 2017, Luka Koper, d. d. formed provisions for liabilities arising from legal commitments amounting to EUR 15.7 million. Operating expenses from revaluation in relation to the impairment of land in the Sežana increased by EUR 3.4 million.
Net profit or loss of the Luka Koper Group in 2017 amounted to EUR 35 million, which was a decrease of 26% or EUR 12.5 million when compared to the plan.
In 2017, net sales of Luka Koper, d. d. were generated in the amount of EUR 206.8 million, which was an increase of 9% or EUR 16.4 million compared to 2016. When compared to 2016, net sales increased in the field of core activity, i.e. loading and unloading of cargoes, filling and emptying of containers, storage and additional services. In 2017, the generated net sales of the Company accounted for 97.8% of net sales of the Luka Koper Group.
In 2017, other revenue of Luka Koper, d. d. amounted to EUR 1.6 million, which was an increase by 42% or EUR 482.5 thousand as compared to 2016. The largest share of other revenue in 2017 represented the revenue from recovered written off receivables of EUR 520 thousand. In comparison with 2016, revaluation operating income and revenue from recovered written off receivables increased the most.
Operating expenses of Luka Koper, d. d. in 2017 stood at EUR 173.4 million, which was an increase of 19% or EUR 27.4 million from 2016. All types of costs recorded under operating expenses increased when compared to 2016. In 2017, the costs of material of Luka Koper, d. d. amounted to EUR 14.7 million, and grew by 8% or EUR 1 million compared to 2016. The costs of energy rose the most under the costs of material. The costs of services of the Company amounted to EUR 54.8 million in 2017, and went up by 7% or EUR 3.8 million compared to 2016. The costs of port services increased the most among the costs of services due to the increased throughput, complex procedures of car throughput and high occupancy rate of storage areas. Concession-related also costs increased, which was a result of higher operating income. Labour costs of Luka Koper, d. d. amounted to EUR 48 million in 2017, and grew by 6% or EUR 2.7 million compared to 2016. They were higher due to a higher number of employees, an increase of the basic salary and higher payments for work performance and holiday allowance. Other operating expenses of the Company amounted to EUR 28.4 million in 2017, which was an increase of 170% or EUR 17.9 million from 2016. Luka Koper, d. d. formed additional provisions for liabilities arising from legal commitments under other operating expenses, amounting to EUR 15.7 million. Operating expenses from revaluation with respect to impairments of land in the municipality of Sežana increased by EUR 3.4 million.
The share of operating expenses in net sales in 2017 accounted for 83.9%, which was a decrease by 7.2 percentage points from 2016. Comparatively, the share of costs of services and labour costs in net sales decreased from 2016, but the shares of costs of material, amortisation and depreciation expenses and of other operating expenses remained at the same level.
In 2017, earnings before interest and taxes (EBIT) of Luka Koper, d. d. amounted to EUR 35 million, which was a decrease of 23% or EUR 10.5 million from 2016.
Earnings before interest, taxes, depreciation and amortisation (EBITDA) of Luka Koper, d. d. amounted to EUR 62.6 million in 2017, which was a 12% or EUR 8.5 million decrease from 2016.
The EBITDA margin of Luka Koper, d. d. in 2017 accounted for 30.3%, which was a decrease of 19% or 7.1 percentage points from 2016. Other operating expenses in 2017 also included the provisions for liabilities arising from legal commitments amounting to EUR 15.7 million, and impairment of the Orleška Gmajna property amounting to EUR 3.4 million.
Profit or loss from financing activities was positive in 2017 and amounted to EUR 1.4 million, which was an increase of 44% from 2016. Financial expenses in respect of lower interest expenses from the interest rate swap and in respect of impairments of other financial investments decreased year-on-year. In 2017, these expenses were not recognised.
In 2017, net profit or loss of Luka Koper, d. d. amounted to EUR 33.1 million, which was a decrease of 18% or EUR 7.4 million from 2016.
The return on equity (ROE) in 2017 amounted to 10.6%, which is 23 percent 3.2 of a percentage point lower than in 2016.
As at 31 December 2017, the financial liabilities of Luka Koper, d. d. amounted to EUR 133.1 million, and grew by 5% or EUR 6.8 million from the previous year-end. Loans received from banks in Slovenia increased.
As at 31 December 2017, non-current financial liabilities to banks accounted for 75.6% of total financial liabilities. When compared to the balance of the previous year-end, their share reduced by 1.9 percentage points.
In 2017, cash or cash equivalents increased by EUR 27.2 million.
Luka Koper, d. d. allocated the amount of EUR 36.7 million to investments in 2017, which accounted for 98% of investments of the Luka Koper Group.
In 2017, net sales of Luka Koper, d. d. were generated in the amount of EUR 206.8 million, which was a decrease of 1% or EUR 2.7 million under the budgeted net sales.
Net sales of Luka Koper, d. d. relating to the market activity exceeded the budgeted net sales in 2017 by 5% or EUR 9.3 million. The revenue from the performance of the public utility service of regular maintenance of the port infrastructure intended for public transport lagged behind the plan by 77% or EUR 12 million, which had an impact on the total revenue of Luka Koper, d. d. lower than budgeted by 1% in 2017.
In 2017, earnings before interest and taxes (EBIT) of Luka Koper, d. d. amounted to EUR 35 million, which was a decrease of 34% or EUR 18.3 million when compared to the plan.
Earnings before interest, taxes, depreciation and amortisation (EBITDA) of Luka Koper, d. d. amounted to 62.6 million in 2017, which was 22% or EUR 17.8 million less than planned.
In 2017, the EBITDA margin of Luka Koper, d. d. was lower by 21% or 8.1 percentage point when compared to the budgeted margin.
With regard to 2017, Luka Koper, d. d. foresaw a higher volume of maintenance works for the public utility service of regular maintenance of the port infrastructure, and, consequently, due to drawing long-term deferred revenue, its expected revenue higher by EUR 12.8 million than were achieved in 2017. As the approval of the plan by the Ministry of infrastructure was delayed – the Company only received the approval to the plan of current maintenance of port infrastructure in October 2017, whereas the plan of investment maintenance has still not been approved by the Ministry of infrastructure – the volume of actually performed maintenance works of the port infrastructure intended for public transport was lower than planned.
The Luka Koper Group thus puts emphasis on the EBITDA margin from market activities, which in 2017 amounted to 30.8% and was 26% lower than planned.
In 2017, Luka Koper, d. d. formed provisions for liabilities arising from legal commitments amounting to EUR 15.7 million. Operating expenses from revaluation with respect to impairments of land in the municipality of Sežana increased by EUR 3.4 million.
Net profit or loss of Luka Koper, d. d. in 2017 amounted to EUR 33.1 million, which was a decrease of 29% or EUR 13.4 million when compared to the plan.
A detailed analysis of operations given below presents the data for Luka Koper, d. d. and the Luka Koper Group, COMMENTS AND EXPLANATIONS REFER TO THE OPERATIONS OF THE GROUP
In 2017, net sales of the Luka Koper Group were generated in the amount of EUR 211.4 million, which was an increase of 6% or EUR 11.9 million compared to 2016. When compared to the previous year, the Group's net sales increased in the field of core activity, i.e. loading and unloading of cargoes, filling and emptying of containers, storage and additional services.

In 2017, capitalised own products and own services amounted to EUR 738.1 thousand. Under the capitalised own products and services, the Group recorded maintenance works on the infrastructure, which were mostly carried out by the subsidiary Luka Koper INPO, d. o. o.
In 2017, other revenue of the Luka Koper Group amounted to EUR 3.6 million, which was an increase by 16% or EUR 496.9 thousand as compared to 2016. The largest share of other revenue in 2017 represented subsidies, grants and similar revenue in the amount of EUR 1.7 million. The biggest share thereof refers to income on utilising assigned assets arising from retained contributions from the subsidiary Luka Koper INPO, d. o. o.
Operating expenses of the Luka Koper Group stood at EUR 179.2 million in 2017, which was an increase of 16% or EUR 24.4 million from 2016. All types of costs recorded under operating expenses increased when compared to the previous year. The share of operating expenses in net sales in 2017 accounted for 84.7%, an inecrease of 7.2 percentage points from 2016. Comparatively, the share of costs of services in net sales decreased from 2016, but the shares of costs of material, labour costs and amortisation and depreciation expenses remained at the same level, and the share of other operating expenses increased.
In 2017, the costs of material of the Luka Koper Group amounted to EUR 15.9 million, which was an increase by 3% or EUR 398 thousand compared to 2016. The major share of costs of material in 2017 referred to the costs of energy, which increased by 14 percent or EUR 964.3 thousand from the previous year. Consumption of all energy products increases year-onyear, with the price of fuel also having increased. The costs of ancillary material and spare parts also increased in 2017 due to a larger scope of maintenance works.
The costs of services of the Luka Koper Group amounted to EUR 51.8 million in 2017, and went up by 3% or EUR 1.5 million compared to 2016. Among the costs of services in 2017, the major share represented the costs of port services that amounted to EUR 29.2 million, which was an increase by 16% or EUR 4 million from 2016. The increase in costs of port services was a result of the increased volume of throughput and greater scope of services rendered.
Costs of other services also accounted for a relevant share in the costs of services; they amounted to EUR 12.8 million in 2017, and decreased by 12% or EUR 1.7 million compared to 2016.
Labour costs of the Luka Koper Group amounted to EUR 54.5 million in 2017, and grew by 5% or EUR 2.6 million compared to 2016. They were higher due to a higher number of employees and an increase of the basic salary, which is in compliance with the applicable collective agreement that has been in force since 1 January 2017 in Luka Koper, d. d., Luka Koper INPO, d. o. o. and Adria Terminali, d. o. o., and higher payments with respect to holiday allowance. On the basis of the provisions of the collective agreement, Luka Koper, d. d. and its subsidiaries paid the holiday allowance for 2017 to their employees in March 2017
amounting to up to 70% of the average salary of the previous month but one of employees in the Republic of Slovenia published on the site of the Statistical Office of the Republic of Slovenia.
As at 31 December 2017, the companies within the Luka Koper Group employed a total of 1,108 persons, which was an increase of 3% or 37 persons when compared to 31 December 2016.
In 2016, the depreciation / amortisation expense of the Luka Koper Group amounted to EUR 28.4 million in 2017, and grew by 7% or EUR 2 million compared to 2016.
In 2017, other operating expenses of the Luka Koper Group amounted to EUR 28.5 million, which was an increase by 169% or EUR 17.9 million from 2016. Additional provisions for liabilities arising from legal commitments were formed under other operating expenses, amounting to EUR 15.7 million. Operating expenses from revaluation with respect to impairments of land in the municipality of Sežana increased by EUR 3.4 million.
In 2017, earnings before interest and taxes (EBIT) of the Luka Koper Group amounted to EUR 36.6 million, which was a decrease of 26% or EUR 12.7 million from 2016. The lower EBIT is mainly the result of formed provisions for liabilities arising from legal commitments amounting to EUR 15.7 million.

Earnings before interest, taxes, depreciation and amortisation (EBITDA) of the Luka Koper Group amounted to EUR 65.1 million in 2017, which was a 14% or EUR 10.7 million decrease from 2016.
The EBITDA margin of the Luka Koper Group was 30.8% in 2017, which was a 19% or 7.2 percentage point decrease from 2016.
In 2017, financial revenue of the Luka Koper Group amounted to EUR 1.3 million, which was a decrease by 11% or EUR 161.1 thousand compared to 2016. Financial revenue from shares in other companies and financial revenues from operating receivables decreased.
Financial expenses of the Luka Koper Group amounted to EUR 1.7 million in 2017, which was a reduction of 12% or EUR 242.9 thousand from 2016. Financial expenses for financial liabilities fell by EUR 418.1 thousand, which was the result of lower financial expenses arising from the instrument of interest rate swap and of the recognised capitalisation of borrowing costs. Financial expenses due to impairment and write-offs of investments declined by EUR 100 thousand as the impairment of a financial investment amounting to EUR 100 thousand was recognised in 2017.
Profit or loss from financing activities in 2017 amounted to -377.3 thousand, whereas in 2016, the Luka Koper Group achieved the financial result of EUR -459.1 thousand.
The results of associated companies in 2017 increased the profit before tax of the Luka Koper Group in the amount of EUR 1.7 million, which was a decrease by 11% or EUR 207.7 thousand compared to 2016. In 2017, the profits of the following companies were added:
In 2017, profit before tax of the Luka Koper Group amounted to EUR 38 million, which was a decrease of 25% or EUR 12.8 million from 2016.
Net profit or loss of the Luka Koper Group amounted to EUR 35 million in 2017, which was a decrease of 21% or EUR 9.4 million from 2016.

In 2017, income tax and deferred taxes decreased the net profit or loss of the Luka Koper Group by EUR 3 million, whereas in 2016, it was reduced by EUR 6.4 million.
As at 31 December 2017, the balance sheet total of the Luka Koper Group amounted to EUR 536.5 million, which was an increase of 9% or EUR 46.5 million when compared to 31 December 2016.

As at 31 December 2017, non-current assets of the Luka Koper Group amounted to EUR 459.5 million, which was an increase by 2% or EUR 8.8 million when compared to 31 December 2016. As at 31 December 2017, non-current assets accounted for 86% of the balance sheet total of the Luka Koper Group.
Property, plant and equipment increased by 2% or EUR 8.8 million due to higher investments. Intangible assets and long-term deferred costs and accrued revenue reduced by 16% or EUR 659.1 thousand due to depreciation and amortisation expense. Shares and interests increased by 5% or EUR 696.1 thousand due to profits of associated companies, and increased by 12% or EUR 3.7 million due to an increase in the market value of noncurrent investments in other shares and interests that were recorded at fair value.
As at 31 December 2017, current assets of the Luka Koper Group amounted to EUR 77 million, and grew by 96% or EUR 37.7 million from the previous year-end.
As at 31 December 2017, the balance of inventories of material used for maintenance amounted to EUR 1 million, which was an increase by 28% or EUR 227.6 million when compared to 31 December 2016. Operating and other receivables increased due to higher trade receivables. These amounted to EUR 35.7 million and were higher than in 2016 by 25% or EUR 7.2 million. Income tax assets as at 31 December 2017 amounted to EUR 4.5 million.
They refer to tax incentives arising from fixed capital formation. Cash and cash equivalents increased by EUR 26.5 million due to an increase in money in accounts.
As at 31 December 2017, the equity of the Luka Koper Group amounted to EUR 350.4 million, which was an increase by 6% or EUR 18.5 million when compared to 31 December 2016. The equity of the Luka Koper Group increased due to other revenue reserves, a special revaluation adjustment of equity in respect of non-current financial investments and net profit or loss brought forward. As at 31 December 2017, the equity accounted for 65.3% of the balance sheet total.
As at 31 December 2017, non-current liabilities including long-term provisions and longterm accrued costs and deferred revenue of the Luka Koper Group amounted to EUR 142.7 million, and grew by 20% or EUR 24.1 million from the previous year-end. Loans received from banks increased due to absorption of a loan granted by a commercial bank in 2016, and provisions for actions and pensions, and long-term accruals and deferrals also increased. Non-current operating liabilities increased due to higher securities for the excise duty. As at 31 December 2017, non-current liabilities including long-term provisions and long-term accrued costs and deferred revenue accounted for 26.6% of liabilities.
As at 31 December 2017, short-term liabilities of the Luka Koper Group amounted to EUR 43.3 million, and grew by 10% or EUR 4 million from the previous year-end. Loans received from banks in the country, as well as operating liabilities to suppliers and liabilities arising from advances and securities increased, whereas other financial liabilities and liabilities relating to the corporate income tax decreased.

As at 31 December 2017, the financial liabilities of the Luka Koper Group amounted to EUR 117.1 million, and grew by 6% or EUR 6.8 million from the previous year-end. Loans from banks in the country increased due to the absorption of the remaining principal of the loan received by the parent company from a commercial bank.

As at 31 December 2017, non-current financial liabilities to banks of the Luka Koper Group accounted for 86% of total financial liabilities. When compared to the balance of the previous year-end, their share reduced by 2.8 percentage points.
Liabilities related to the variable interest rate prevailed among the financial liabilities of the Luka Koper Group. The Group controls the interest rate risk by the established interest rate shield for a long-term loan amounting to EUR 31.5 million. As at 31 December 2017, the loan accounted for an almost 27% share of total financial liabilities arising from loans received by the Luka Koper Group, which means that 27% of total loans of the Group were secured against a possible increase in interest rates. As a consequence, any changes in the variable interest rates could have an impact on 73% of total loans of the Group; in 2016, such loans accounted for 69% of financial liabilities.
As at 31 December 2017, the share of financial liabilities in equity accounted for 33.4%, which was a decrease of 0.2 percentage compared to 31 December 2016. Further details on financial liabilities of the Luka Koper Group are provided in the consolidated accounting report.
| Luka Koper, d. d. | Luka Koper Group | |||
|---|---|---|---|---|
| 2017 | 2016 | 2017 | 2016 | |
| Net cash from operating activities | 68,817,536 | 63,053,493 | 69,248,721 | 68,465,172 |
| Net cash from investing activities | -28,925,110 | -56,703,499 | -30,002,300 | -58,724,007 |
| Net cash from financing activities | -12,673,142 | -10,555,258 | -12,698,742 | -16,524,678 |
| Net increase in cash and cash equivalents | 27,219,284 | -4,205,264 | 26,547,679 | -6,783,513 |
In 2017, net cash from operating activities of the Luka Koper Group amounted to EUR 69,2 million and increased by EUR 783.5 thousand from 2016. Operating profit before the change in net current assets and taxes amounted to EUR 70.3 million, which was a EUR 7.3 million decrease from 2016. Changes in operating liabilities, provisions and non-current deferred revenue had a positive impact on net cash from operating activities in scope of changes in current assets, whereas changes in operating receivables, inventories, and expenses for interest and taxes had a negative impact.
Net cash from investing activities of the Luka Koper Group was negative in 2017 and amounted to EUR 30 million. In 2017, expenses for the purchase of property, plant and equipment and intangible assets amounted to EUR 32.7 million and were lower by EUR 29.1 million than in 2016.
Net cash from financing activities was negative and amounted to EUR 12.7 million. In 2017, expenses for the repayment of loans amounted to EUR 11.8 million and the amount of EUR 19.6 million was intended for the payment of dividends. The Luka Koper Group in 2017 also recognised revenue from non-current loans received in the amount of EUR 18.7 million.
The closing balance of cash and cash equivalents of the Luka Koper Group in 2017 amounted to EUR 32.4 million, which was an increase by EUR 26.5 million from the year-end of 2016.
In today's business world, the market situation changes at a faster rate than ever, which makes it of key importance for the long-term viability and growth of the Company to identify the changes as well as the needs of customers in a timely manner. Focus on customers, respect for commitments to customers and customer satisfaction are the basic guidances for the conduct of employees and the key components of the Company's marketing activities. These activities, however, are subordinated to the Company's marketing strategy and its strategic goals to maintain and keep upgrading a flexible, modern and competitive port system, thus creating the expected value for customers, employees, owner and other stakeholders of Luka Koper, d. d.
Containers and cars remain the key cargo groups. With the growth in container traffic, however, container loading and unloading has also been on an increase, i.e. activities related to storage processing of goods, which also means opportunities for added value services. In general, the port wants to maintain its multipurpose character, especially with a view to maximise the benefits of existing facilities and established operations, and to diversify its range of services rendered.
The Market share of Luka Koper has been increasing in key markets through active sales, including the domestic Slovenian market, but primarily in hinterland markets of Austria, Hungary, Slovakia, the Czech Republic, Italy, Poland, Germany and Serbia. Marketing activities in 2017 continued in the overseas markets of the Mediterranean (Israel, Egypt) as well as the markets of the Middle and Far East where the visibility of the port was being fostered. Luka Koper has been seeking to improve its competitiveness by identifying opportunities in each market, responding to them and establishing a strong partner network based on mutual cooperation.
Satisfied customers are the basis of efficient partnership relations. The Company has thus been striving systematically to establish and maintain orderly long-term partner relations with existing customers, which makes for the best reference a company can have. An important part of the activities of Luka Koper is to identify potential new customers and other logistics partners. Constant increase in the number of customers, i.e. growth of the partner network is a precondition for the growth of the Company. It is the Company's strategic orientation to act as a promoter of comprehensive logistic services. This means striving to integrate various participants of the logistics chain and port community with a view to form integrated transport solutions.
With their enthusiasm, competencies and expertise, the employees create a friendly environment for business partners, whom they treat with respect, responsibility and reliability. Furthermore, employees ensure the legality and transparency of operations and enhance the positive image and reputation of the Company, and thus contribute to creating a recognizable brand.
For Luka Koper, d. d., 2017 was a jubilee year. To celebrate its 60th anniversary, a series of events were organised and held in Koper, to which Slovenian and foreign business partners were invited with the aim of reinforcing and nurturing business relations.
The Company attended various fairs and conferences in hinterland markets. Representatives of the Company visited the Fruit Logistics fair in Berlin and Fresh Market in Warsaw, and presentations were held at the Logistics Day in Graz, the Conference on Logistics in Budapest and the Transport Week conference in Poland. The Company had its own exhibition space at the Export Tag fair in Linz and the Logistics Business Expo in Graz, at the Cold Chain fair in Warsaw, whereas the central exhibition event in its strategy was the Transport Logistic fair in Munich where the Company had a joint presentation with other Slovenian logistics providers. The so-called Port Day was organised in Poland and in Serbia, and the business seminar entitled The opportunities that Slovenian logistics can offer Japanese companies was held in Düsseldorf.
In neighbouring ports, competition has been strengthening by positioning strong logistics players, and increasingly focusing on hinterland markets. Luka Koper has therefore been constantly identifying its advantages to improve its competitive edge. By means of regular communication, the Company seeks to anticipate and intercept the needs of customers and respond to them quickly, to encourage customers to make proposals for the improvement of services and thus integrate them in the Company's development, which in turn strengthens the business relationship and upgrades the port system.
Marketing: cargo groups and markets
The port throughput achieved in 2017 amounted to EUR 23.4 million tons, which is a new milestone in the history of the port. Container throughput provided a major contribution to the record year. The Luka Koper Group has also recorded growth in dry bulk, bulk and liquid cargoes, whereas car throughput remained at the level of 2016. The passenger terminal recorded 72,175 passengers in 2017, which is a 9% decrease from 2016.
In 2017, the Port observed a 9% increase in cargoes unloaded from ships and the same amount of cargoes loaded to ships compared to 2016.

Containers prevail in the total throughput structure and their share increased by 1 percentage point from 2016. The share of general cargo has decreased, and the share of other cargoes has remained unchanged.
| CARGO GROUPS (in tons) | 2017 | 2016 | Index 2017/2016 |
|---|---|---|---|
| General cargoes | 1,377,702 | 1,534,204 | 90 |
| Containers | 9,071,401 | 8,274,441 | 110 |
| Cars | 1,123,779 | 1,139,552 | 99 |
| Liquid cargoes | 3,876,535 | 3,592,947 | 108 |
| Dry bulk and bulk cargoes | 7,917,542 | 7,469,514 | 106 |
| TOTAL | 23,366,959 | 22,010,657 | 106 |

| CARGO GROUPS | 2017 | 2016 | Index 2017/2016 |
|---|---|---|---|
| Containers – TEU | 911,528 | 844,782 | 108 |
| Cars – pieces | 741,253 | 749,002 | 99 |

The Luka Koper Group ended the year 2017 with a 10% decrease in the throughput of general cargoes compared to 2016. Within the general cargo group, an increase was observed in the throughput of aluminium and pulp imports due to the higher demand in the EU countries. Exports of livestock for the Arabian market have increased. The throughput of steel products remained at the same level as in 2016.
In 2017, a great drop was observed in timber traffic, which was due to unstable political and economic conditions in North African countries and in particular in the Algerian market.
With respect to throughput of fruits and vegetables, the Group has recorded an increase in the throughput of fruits and vegetables imported from Egypt owing to longstanding market activities aimed at improving direct shipping links with Egypt, as well as the efforts of the members of the port to improve the dispatch of goods arriving; the Group has also recorded an increase in exports of apples and energy drinks.
For the container terminal, 2017 was yet another record year: the number of 900,000 TEU was exceeded for the first time, the financial year ending with the transhipment of 911,528 TEU. An 8 percent growth in traffic was recorded at the annual level compared to 2016. The largest, i.e. 10% growth was again recorded with full containers, which means that
Marketing: cargo groups and markets
customers see the Port of Koper as a safe and reliable link in their supply chain and in supply of goods to final customers.
The year 2017 was also very intense and successful for the container terminal in terms of investments, as they received two new cranes for container throughput on ships with a capacity of up to 20,000 TEU, and three new RMG cranes for operations on trains. Capacities on ships and trains have thus increased considerably, which provides the terminal with additional possibilities for a long-term increase in throughput.
The investment cycle will be continued in 2018 and is expected to be completed in 2020.
To markets of Central and South Eastern Europe, the geostrategic position of the port of Koper is of exceptional importance, offering great potential for worldwide distribution (import/export) of goods. Rail operators have continued to establish of new railway connections to the main hinterland markets, which increases the Luka Koper catchment area in Central Europe. This provides the port of Koper with further added value, enabling it to access new markets which, in the past, were out of reach due to limited land links.
In 2017, the throughput amounted to 741,253 cars, which was a decrease of 1% from 2016. 438 thousand cars were loaded on ships, and 303 thousand were unloaded.
In comparison with the previous year, throughput of cars for export to the Far East and to the Spanish market continued to grow due to the growth of sales in these markets and the transfer of land logistic routes to shipping. Because of unstable political conditions, there was a drop in exports to Mediterranean countries such as Turkey, Israel, Egypt, Morocco, Malta, Lebanon and Algeria.
In addition to the container throughput, cars were also defined as a strategic cargo group. In the light of the facts mentioned, several investments in the car and RO-RO terminal are planned in the future years.
In 2017, the liquid cargo throughput grew by 8% compared to 2016. The throughput in the liquid cargo group increased by 28% over the previous year. The newly constructed storage capacities extending over 60,000 square metres, mostly intended for handling and storage of petroleum products, served as the main reason for the growth of throughput. In addition,
the result was affected by the delayed arrival of the ship loaded with aviation fuel at the beginning of 2017.
In the field of throughput of petroleum products, the Luka Koper Group recorded 3% growth compared with 2016.
In 2017, the throughput of dry bulk and bulk cargoes grew by 6% in comparison with the year 2016.
Cargo throughput at the bulk cargo terminal in 2017 grew by 7% compared to 2016. The increase in cargo throughput when compared to the financial year 2016 was mainly due to the increased throughput of iron ore and coal for the steel industry and the related manufacture of iron products.
The throughput of dry bulk cargoes in 2017 grew by 1% over the previous year. The throughput of gritting salt increased in 2017 because of colder winters compared with previous years. There was also an increase in throughput of fertilisers. The throughput in the cargo groups of old iron and cereals continued to decline.
In 2017, the Luka Koper Group allocated EUR 37.3 million to the investments in property, plant and equipment, investment property and intangible assets, which is 40% less than in 2016. Luka Koper, d. d. allocated the amount of EUR 36.7 million to investments in 2017, which accounted for 98% of investments of the Luka Koper Group.

In 2017, the Luka Koper Group made the following major investments:

DEPO – terminal for empty containers and related services (Legend: red– area of work, light blue – entire DEPO area)

Gallery with power supply for refrigerated containers
• Phase 1 and 2 of moving storage units was completed, which included the move of light towers and the purpose of which was to improve the traffic between the units and to ensure wider transport routes between the units.

Organization of the Container Terminal - Phase 1 and 2 of moving storage units (Legend: red– area of work)
• A new mooring buoy and a new access gangway for port staff handling mooring were installed in Basin III, decrepit fenders were replaced at an existing ramp to increase the safety for RORO ship landings on the multi-purpose terminal.

• The north wall of a silo chamber was renovated due to deterioration.

• A multi-purpose storehouse was constructed, its surroundings rearranged and a new weighing device was set up.

• An additional washing line for car wash was installed at the Avtoservis servicing facility.

• A macadam area in Sežana extending over 5,000 square metres was asphalted.

• Several minor investments were made.
All investments foreseen for the year 2017 were studied from the economic aspect, the aspect of eligibility, energy savings, urgency and from the aspect of legal obligations. The decisions on major investments were taken on the basis of the prepared investment studies and conducted analyses of their impact on return on equity.
Monitoring and control of impacts on the environment have remained a relevant part of regular work activities in the port. In 2017, the Luka Koper Group allocated a portion of funds to ecology and to saving electricity, to maintain harmony with the environment in line with its strategic orientations. For this purpose, old (floodlight) lamps on old light towers at the container terminal were replaced by modern LED lamps pursuant to the Decree on light pollution.


In the field of research and development, Luka Koper, d. d. in 2017 continued the activities relating to the development needs of the ports, considering the trends of the line of business and long-term plans. An important activity that was initiated in end 2016 and implemented systematically in 2017 included four strategic programmes that follow the strategic plan of the Company from 2015. These strategic programmes comprise a comprehensive range of activities involving both market and infrastructure aspects as well as the acquisition, process and staff segments due to ensuring sufficient capacities at all levels. With respect to its strategic objectives, the Company has formed four strategic programmes: increase in container throughput, increase in car throughput, increased port flow capacity, and increased container loading and unloading activity, which offer opportunities for added value logistics: The strategic programmes thus include many development activities that build on the strategic goals of the Company.
Existing capacities of the port being used quite fully, the key development issue remains a more rapid implementation of priority infrastructure projects and the possibility of obtaining grants to this end. There are also challenges related to new technologies, disposal or processing of sediments to increase and maintain port depths, environmental, energy and security issues, information sections as well as novelties in marketing. To ensure better coordination and a comprehensive exploration of development issues and challenges, a development team has been established that combines various areas of expertise.
Activities related to emphasising the major importance of the timely construction of the second railway track Koper – Divača continued in 2017, as this project ensures opportunities for further growth of throughput and thereby for development of the port, logistic activities at the national level and international trade among hinterland countries of Central and Eastern Europe. In February 2017, competent official persons successfully registered this project for funding within the CEF programme, and in June they submitted the application for CEF blending. In March 2017, the proposed new law was published that primarily specifies the financing of this project, and regarding which a referendum was held at the end of September 2017. Although the referendum confirmed the validity of the new law, new complications ensued at the end of 2017 when the referendum was subjected to constitutional review, which prevented the law to have taken effect. Regarding Luka Koper, the law introduces a new throughput fee to be paid to the project company 2TDK, d. o. o., which will result in a major burden on company's operations but on the other hand, after the construction of the second track, this will enable the company to significantly increase the volume of throughput, thereby ensuring the long-term development of the company. According to the construction schedule, the second railway track Koper – Divača is currently predicted to be operational by the end of 2025.
With regard to European projects, the most intense activities in 2017 were implemented within projects of the CEF programme. Luka Koper sought to implement projects related to actual development challenges and infrastructure needs of the port to ensure optimal absorption of the assigned funds, also taking into consideration the implementation of the EU corridor policy:
Within the Obzorje 2020 programme, the RCMS (Rethinking Container Management System) project was concluded in January 2017, and a new information security project, SAURON, was approved and began to be implemented in May 2017.
In the field of territorial cooperation featuring issues of predominantly regional focus and softer cooperation as well as emphasis on partnership projects, the TalkNet project (Central Europe programme) was initiated in June 2017, and the SecNET (Slovenia - Italy programme) was initiated in October 2017. In the third quarter, preparations began for three new projects of the ADRION programme (ADRIPASS, ISTEN, SUPAIR), which began to be implemented in January 2018.
The projects of the European territorial cooperation programmes are relevant as they place Luka Koper in the European institutional environment, mostly from the aspect of planning and development of national and pan-European transport infrastructure, logistic concepts, environmental protection, safety, security of the sea, sustainable energy supply, information upgrades, cultural heritage, etc.
At the beginning of 2017, Luka Koper was granted approval for the Logistika Competence Center partner project, which supports education and competence development, to be funded within Structural funds. In the context of smart specialisation projects, Luka Koper continued to implement the RRS project (exploiting the potential of biomass for the development of advanced materials and bio-based products), which Luka Koper uses to examine the excavated sediments and the possibility of their further use. During the course of the year, Luka Koper participated in preparing the Mobility action plan within Strategic
research and innovation partnerships (SRIP), which will form the basis for new co-financing of smart specialisation projects in the field of logistics.
In 2017, Luka Koper was still pursuing efforts to obtain a solution with regard to the possibility of co-financing of the Passenger terminal since the project documentation was at an advanced stage, which made it important to obtain a definitive answer for Luka Koper to make a decision on project implementation. Although the Company was looking for solutions, negotiating with the key stakeholders: the Ministry of Economic Development and Technology, Ministry of Infrastructure, and Municipality of Koper, it has still received no positive reply that would be consistent with the legal and formal and strategic restrictions of the Company and the port.
In January 2017, port regulations were adopted at the EU level following yeas of efforts to regulate the port activities, however, it will not affect the port governance model and port management. The regulation focuses mainly the availability of market services and financial transparency. In the scope of international institutional activities that are important for the long-term placement of the port of Koper in the institutional developments of the European Union, the Company's representatives attended meetings of the ESPO European Sea Ports Organisation, FEPORT Federation of European Private Port Companies and Terminals, and corridor forums (Baltic-Adriatic and Mediterranean) which were established by the European Commission. In March 2017, representatives of the European Commission for motorways of the sea visited Koper. In the first half of 2017, Luka Koper chaired the NAPA North Adriatic Ports Association. In June 2017, Luka Koper responded to the invitation to attend the consultation of port workers in Trieste, which was dedicated to further successful development of port activity in the northern Adriatic, particularly as regards opportunities for new and high quality jobs. In September 2017, the Company attended the central annual CEF event, which was organised by the European Commission in Tallinn, and presented the CEF projects in which it participates.
It should be emphasised that the Port of Koper enjoys great visibility among European institutional stakeholders, however, it is of vital importance for further development of the port to be supported by the state and local communities, which, in turn, necessitates the understanding of the port operations also in the light of its strategic role.
Having been implemented in Luka Koper in recent years, digital transformation is in the priority list of the current strategy of information technology. Based on information technology and digitisation, Luka Koper has been striving to optimise its business processes and increase their efficiency.
In 2017, Luka Koper carried out over 200 different changes to existing functionalities in its information systems and introduced a number of new ones, the overall aim being to optimise and digitise its processes.
Luka Koper has been enabling its customers and partners to order services electronically for more than 20 years, while also putting much effort in full digitisation of the area. To this end, the Company in 2017 performed activities in three major areas:
In addition, Luka Koper was working intensely in 2017 to overhaul the IT support system for processes at the car and Ro-Ro terminal, which will be fully introduced in 2018. A comprehensive information solution will thus be established to optimise the existing processes, establish a better integrated connection with the main operational port information system (TinO) and at the same time offer new functionalities in work processes in the field as in administrative processes.
Alongside the above, many other system upgrades and new functionalities were also introduced:
New solutions were also introduced in subsidiaries; in Luka Koper INPO, d. o. o., the SAP MM module was introduced for the needs of purchase procedures, and digitised invoicing was made possible for customers paying in advance.
In the infrastructure part, the entire work environment was transferred to new working stations, which included the transition to Microsoft Office 365.
In the era of digital transactions, information security has become of major importance for the entire operation of the Company rather than being restricted to information technology, which is why Luka Koper has been particularly sensitive in this regard. Regular reviews of the information and communication technology (ICT) are being implemented, users are educated and made aware of the correct and secure use of information resources, and awareness of the importance of information security is being raised. To ensure smooth operation of information systems, it is crucial that they are highly available and reliable, which is maintained in Luka Koper on a very high level. In 2017, it amounted to 99.9 percent.
Development of information systems in Luka Koper will continue to focus on parties who will be enabled the maximum possible rate of transaction digitisation and system integration based on connecting various links in the logistics chain, and on employees who will be offered the tools, applications and devices to be able to perform their tasks quickly and efficiently.
The share of Luka Koper, d. d., marked LKPG, is listed on the Ljubljana Stock Exchange, the first listing. At the end of 2017, the value of the LKPG share was by almost 22% higher than in 2016. On the last trading day of 2017, the price per LKPG share was EUR 30.40.
The ownership structure of Luka Koper, d. d. experienced no major changes in 2017. As at 31 December 2017, 9,993 shareholders were entered in the shareholder register, which was 432 less than in 2016. Republic of Slovenia remains the major shareholder of the Company.
| Shareholder | Number of shares as at 31 Dec 2017 |
Ownership share 2017 (in %) |
Number of shares as at 31 Dec 2016 |
Ownership share 2016 (in %) |
|---|---|---|---|---|
| Republic of Slovenia | 7,140,000 | 51.00% | 7,140,000 | 51.00% |
| Slovenski državni holding, d. d. | 1,557,857 | 11.13% | 1,557,857 | 11.13% |
| Kapitalska družba, d. d. | 696,579 | 4.98% | 696,579 | 4.98% |
| Municipality of Koper | 439,159 | 3.14% | 439,159 | 3.14% |
| Citibank N.A. - fiduciary account | 215,937 | 1.54% | 0 | 0.00% |
| Aktsiaselts Trigon Asset Management | 161,384 | 1.15% | 0 | 0.00% |
| Hrvatska poštanska banka d. d. - fiduciary account |
129,582 | 0.93% | 129,582 | 0.93% |
| Zavarovalnica Triglav | 113,568 | 0.81% | 104,756 | 0.75% |
| Sei Global Investments Fund plc | 102,392 | 0.73% | 102,392 | 0.73% |
| Utilico Emerging Markets Limited | 98,400 | 0.70% | 0 | 0.00% |
| Total | 10,654,858 | 76.11% | 10,170,325 | 72.65% |
| Shareholder | Number of shares as at 31 Dec 2017 |
Ownership share 2017 (in %) |
Number of shares as at 31 Dec 2016 |
Ownership share 2016 (in %) |
|---|---|---|---|---|
| Republic of Slovenia | 7,140,000 | 51.00% | 7,140,000 | 51.00% |
| Natural persons | 2,213,981 | 15.81% | 2,254,503 | 16.10% |
| Slovenski državni holding, d. d. | 1,557,857 | 11.13% | 1,557,857 | 11.13% |
| Foreign legal entities | 1,283,133 | 9.17% | 847,891 | 6.06% |
| Kapitalska družba, d. d. | 696,579 | 4.98% | 696,579 | 4.98% |
| Other legal entities | 480,468 | 3.43% | 879,582 | 6.28% |
| Municipality of Koper | 439,159 | 3.14% | 439,159 | 3.14% |
| Mutual and pension funds | 118,246 | 0.84% | 123,501 | 0.88% |
| Brokerage houses | 32,454 | 0.23% | 29,961 | 0.21% |
| Banks | 28,572 | 0.20% | 25,374 | 0.18% |
| Foreign banks | 9,551 | 0.07% | 5,593 | 0.04% |
| Total | 14,000,000 | 100.00% | 14,000,000 | 100.00% |
The average daily price of the Luka Koper, d. d. share amounted to EUR 29.89 in 2017. During the year, its value fluctuated between EUR 25.23 and EUR 32.97. The highest market price of the share was EUR 33.00 and the lowest EUR 24.51. Market cap of Luka Koper, d. d. shares as at 31 December 2017 was EUR 425,600,000.
In 2017, the shareholders witnessed a stable story on the share of Luka Koper, d. d. While owners of Slovenian shares generally had to accept significant deviations of the SBITO index and only an increase of 14%, the shareholders of Luka Koper experienced a 20% increase in the value of company shares. The total number of stock-exchange transactions and deals with lots for the LKPG share was 3,201. Total turnover in the period amounted to EUR 26,332,990; whereby 888,003 shares changed owners.


| 2017 | 2016 | |
|---|---|---|
| Number of shares | 14,000,000 | 14,000,000 |
| Number of ordinary no-par value shares | 14,000,000 | 14,000,000 |
| Share price on the last trading day (in EUR) | 30.40 | 25.00 |
| Share's book value as at 31 Dec (in EUR) | 22.90 | 21.74 |
| Average market price / share's book price (P/B) | 1.33 | 1.15 |
| Average market price (in EUR)27 | 29.65 | 22.95 |
| Average share's book price (in EUR)28 | 22.93 | 21.11 |
| Average market price / average share's book price | 1.29 | 1.09 |
| Net earnings per share (EPS) (in EUR) | 2.37 | 2.90 |
| Market price / earnings per share (P/E) | 12.84 | 8.62 |
| Market cap as at 31 Dec 2016 (in EUR million) | 425.6 | 350.0 |
| Total share turnover (in EUR million) | 26.3 | 18.7 |
| Dividend per share (in EUR) | 1.40 | 1.13 |
The dividend policy of Luka Koper, d. d. is to maintain the stakeholders' tendency towards dividend earnings and towards using the net profit for the period in order to finance investment projects. The Company endeavours to allocate up to a third of the net generated profit of the period for dividends, while taking into account the planned investments in the port infrastructure and equipment.
Taking into account the financial results achieved in 2017 the appropriation of accumulated profit, which was EUR 17,261,911.95 as at 31 December 2017, as proposed by the Management Board is as follows:
27 The average market price is calculated as a ratio of total turnover from ordinary (stock exchange) transactions to quantity of LKPG trading shares in ordinary (stock exchange) transactions.
28 The average bookkeeping value of a share is calculated on the basis of average monthly balances of the ratio of equity to number of ordinary shares.
As at 31 December 2017, Luka Koper, d. d. did not hold a 5% interest in any company which owns shares of Luka Koper, d. d. The shareholders holding at least 5% of the LKPG shares are the Republic of Slovenia (51.00%) and Slovenian Sovereign Holding (11.13%).
| Shareholder | Ownership as at 31 Dec 2017 |
|
|---|---|---|
| Supervisory Board | Uroš Ilić, Chairperson of the Supervisory Board | 55 |
| Marko Grabljevec, member of the Supervisory Board |
10 | |
| Rok Parovel, member of the Supervisory Board | 8 |
As at 31 December 2017, the remaining members of the Supervisory Board and the Management Board held no shares of the Company.
As at 31 December 2017, Luka Koper, d. d. held no own shares. The applicable Articles of Association of the Company do not provide for categories of authorised capital up to which the Management Board could increase the share capital. The Company also had no basis for conditional increase in the share capital.
According to the recommendations of the Ljubljana Stock Exchange, Luka Koper, d. d. adopted the Rules on Trading in Issuer's Shares, which is an additional guarantee to keep the interested public equally informed on all significant business events, and is an important element in strengthening the confidence of investors and the reputation of Luka Koper. The purpose of the Rules is to enable the persons subject to it trading in shares of Luka Koper and to prevent any possible trading based on insider information. At the same time, the Rules enable mandatory reporting in accordance with the law on the sale and purchase of the Company's shares to the Securities Market Agency.
Luka Koper communicates with its investors regularly and keeps them informed on Company news through various communication tools and channels:
Pursuant to legislation, shareholders and the public are kept informed of operational results and all important business events in a timely manner via SEOnet, whilst information is also provided to shareholders and investors through other communication channels.
A special chapter on our website headed "For Investors" is devoted to shareholders and investors where they can find up-to-date information regarding the LKPG share, ownership structure, current interim, annual and past operating reports, information published on SEOnet, material for General Meetings of Shareholders, answers to most frequently asked questions on shares.
Each month, brokerage companies and analysts are sent a copy of the Port Bulletin, which also covers other issues related to operations of the Company and general developments in the port.
Once a year, in the period prior to the General Meeting of Shareholders, Luka Koper issues the Port Shareholder, a publication focusing on business results of the previous year, which is sent to all the shareholders.
Representatives of the Company regularly attend meetings with investors and financial analysts. On 25 and 26 May 2017, they participated in the Slovenian and Croatian Investors' Day in Zagreb where they attended 19 individual meetings, and on 21 November 2017,they attended further dozen meetings with Slovenian and foreign investors at the investor convention in Ljubljana.
Information for investors is available at https://luka-kp.si/eng/lkpg-share.
Contact person: Rok Štemberger Investor Relations
Tel: +386 (0)5 66 56 140 E-mail: [email protected]
Periodical publications and other price sensitive information will be regularly published on the Ljubljana Stock Exchange website via SEOnet electronic information system (www.ljse.si) and on the website of Luka Koper, d. d., https://luka-kp.si/eng/financialcalendar. Any changes to estimated dates of individual publications will be regularly published on our website.
In 2017, it has been 20 years since Luka Koper acquired the first Quality Management System certificate. Given such a lengthy period, these systems have since become part of the Company business culture, so to speak. Their target operation mainly focuses on creating an appropriate internal environment, on internal factors that affect how well organized the company is, how it manages processes and resources, in what way it implements strategy and plans, how employees are cared for and much more. Management systems have a strong impact on the functioning of the organisation. To celebrate this occasion, particularly as this is also the year when Luka Koper celebrated 60 years of its existence, an expert meeting was organised, entitled 'Management systems - a burden or advantage?' The purpose was not only to provide an answer to the above question, rather, to commemorate in a special way the anniversary of Luka Koper being certified using the ISO 9001 standard.
In 1997, the year of being granted the first certificate, Luka Koper transhipped 7 million tons of cargo, whereas today the throughput exceeds the record number of 23 million tons. In the meantime, Luka Koper has acquired some new additional certifications in addition to the ISO 9001, also for management systems according to: ISO 14001, ISO 22000, BS OHSAS, EMAS, GMP+ BR and others. Rather than being a burden, management systems are a necessity entities are faced with due to current challenges, and particularly due to customers and other stakeholders within the overall context of the organization.
Operations of Luka Koper in 2017 comprised its regular annual activity, which, in the first third of the year mainly focused on planning and implementation of external audits. With the aim to prepare well for the gradual transition, gaps between the present and future requirements of the management system standard were studied already in 2016, and a programme of gradual transition with the final awarding of the certificate in 2017 was prepared on this basis.
In 2017, the core activities on the systemic and operative levels were the following:
Meeting of requirements of the standards mentioned, as well as requirements of Non-GMO, EKO and ISCC EU certificates in scope of management systems,
Implementing activities to raise the objective of higher level realisation of proposed improvements in the context of inventive activities,
| (in EUR) | Note | 2017 | 2016 |
|---|---|---|---|
| Revenue | 1 | 206,835,533 | 190,407,498 |
| Capitalised own products and services | 0 | 5,243 | |
| Other income | 2 | 1,634,425 | 1,151,914 |
| Costs of material | 3 | -14,656,410 | -13,629,976 |
| Costs of services | 4 | -54,775,310 | -50,982,018 |
| Employee benefits expense | 5 | -48,047,075 | -45,396,062 |
| Amortisation and depreciation expense | 6 | -27,538,509 | -25,507,032 |
| Other operating expenses | 7 | -28,420,343 | -10,513,140 |
| Operating profit | 35,032,311 | 45,536,427 | |
| Finance income | 2,973,923 | 3,070,990 | |
| Finance expenses | -1,588,287 | -2,107,533 | |
| Profit or loss from financing activity | 8 | 1,385,636 | 963,457 |
| Profit before tax | 36,417,947 | 46,499,884 | |
| Income tax expense | 9 | -3,151,706 | -7,093,243 |
| Deferred taxes | 9 | -122,833 | 1,174,475 |
| Net profit for the period | 33,143,408 | 40,581,116 | |
| Net earnings per share | 10 | 2.37 | 2.90 |
Notes to the financial statements are a constituent part thereof and must be read in conjunction therewith.
| (in EUR) | Note | 2017 | 2016 |
|---|---|---|---|
| Profit for the period | 33,143,408 | 40,581,116 | |
| Actuarial gains/losses from post-employment benefits | 21 | -147,550 | -9,349 |
| Deferred tax on actuarial gains or losses | 17 | 11,035 | 8,297 |
| Items not to be reclassified into profit/loss in future periods | -136,515 | -1,052 | |
| Change in revaluation surplus of available-for-sale financial assets |
16 | 3,160,721 | -4,213,091 |
| Deferred tax on revaluation of available-for-sale financial assets | 17 | -600,537 | 510,470 |
| Change in fair value of cash flow hedging instruments | 25 | 320,526 | 220,082 |
| Deferred tax on the change in fair value of cash flow hedging instruments |
17 | -60,900 | -29,016 |
| Effective portion of change in fair value of cash flow hedging instruments, transferred to profit or loss |
25 | 0 | 397,546 |
| Deferred tax on the effective portion of change in fair value of cash flow hedging instruments, transferred to profit or loss |
17 | 0 | -67,583 |
| Items that might be reclassified into profit/loss in future periods | 2,819,810 | -3,181,592 | |
| Total comprehensive income for the period | 35,826,703 | 37,398,472 |
| (in EUR) | Note | 31 Dec 2017 | 31 Dec 2016 |
|---|---|---|---|
| ASSETS | |||
| Property, plant and equipment | 11 | 367,818,139 | 358,594,707 |
| Investment property | 12 | 26,467,395 | 29,918,504 |
| Intangible assets | 13 | 3,122,833 | 3,761,498 |
| Shares and interests in Group companies | 14 | 4,533,063 | 4,533,063 |
| Shares and interests in associates | 15 | 6,737,709 | 6,737,709 |
| Other non-current investments | 16 | 30,499,584 | 27,338,863 |
| Deposits and loans given | 22,592 | 31,005 | |
| Non-current operating receivables | 41,772 | 41,772 | |
| Deferred tax assets | 17 | 8,325,304 | 9,098,541 |
| Non-current assets | 447,568,391 | 440,055,662 | |
| Inventories | 18 | 1,037,066 | 809,467 |
| Deposits and loans given | 8,413 | 68,123 | |
| Trade and other receivables | 19 | 38,021,057 | 31,015,578 |
| Income tax assets | 4,115,392 | 0 | |
| Cash and cash equivalents | 20 | 28,202,589 | 983,305 |
| Current assets | 71,384,517 | 32,876,473 | |
| TOTAL ASSETS | 518,952,908 | 472,932,135 | |
| EQUITY AND LIABILITIES | |||
| Share capital | 58,420,965 | 58,420,965 | |
| Capital surplus (share premium) | |||
| 89,562,703 | 89,562,703 | ||
| Revenue reserves | 145,607,356 | 129,035,652 | |
| Reserves arising from valuation at fair value | 9,799,716 | 7,085,026 | |
| Retained earnings | 17,261,911 | 20,321,603 | |
| Equity | 21 | 320,652,651 | 304,425,949 |
| Provisions Deferred income |
22 23 |
20,217,568 18,166,217 |
4,265,164 12,334,719 |
| Non-current loans and borrowings | 24 | 116,682,274 | 113,900,739 |
| Other non-current financial liabilities | 25 | 0 | 419,873 |
| Non-current operating liabilities | 26 | 967,102 | 693,924 |
| Non-current liabilities | 156,033,161 | 131,614,419 | |
| Current borrowings | 27 | 16,060,399 | 11,761,732 |
| Other current financial liabilities | 28 | 372,169 | 250,564 |
| Income tax liabilities | 0 | 1,960,528 | |
| Trade and other payables | 29 | 25,834,528 | 22,918,943 |
| Current liabilities | 42,267,096 | 36,891,767 | |
| TOTAL EQUITY AND LIABILITIES | 518,952,908 | 472,932,135 |
| (in EUR) | 2017 | 2016 | |
|---|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES | |||
| Profit for the period | 33,143,408 | 40,581,116 | |
| Adjustments for: | |||
| Amortisation/Depreciation | 27,538,509 | 25,507,032 | |
| Reversal and impairment losses on property, plant and equipment, and intangible | 3,989,166 | 1,632,731 | |
| assets | |||
| Gain on sale of property, plant and equipment, and investment property | -154,605 | -30,082 | |
| Allowances for receivables | 917,135 | 336,990 | |
| Collected written-off receivables and written-off liabilities | -110,159 | -211,754 | |
| Reversal of provisions | -16,954 | -2,323 | |
| Finance income | -2,973,923 | -3,070,990 | |
| Finance expenses | 1,588,287 | 2,107,533 | |
| Income tax expense and income (expenses) from deferred taxes | 3,274,539 | 5,918,768 | |
| Profit before change in net current operating assets and taxes | 67,195,403 | 72,769,021 | |
| Change in operating receivables | -7,790,926 | -1,269,975 | |
| Change in inventories | -227,599 | 4,267 | |
| Change in operating liabilities | -1,353,056 | -883,995 | |
| Change in provisions | 15,955,870 | 1,095,131 | |
| Change in non-current deferred income | 5,831,498 | 1,476,758 | |
| Cash generated in operating activities | 79,611,190 | 73,191,207 | |
| Interest expenses | -1,566,028 | -2,243,846 | |
| Tax expenses | -9,227,626 | -7,893,868 | |
| Net cash from operating activities | 68,817,536 | 63,053,493 | |
| CASH FLOWS FROM INVESTMENT ACTIVITIES | |||
| Interest received | 121,840 | 177,564 | |
| Dividends received – subsidiaries | 652,780 | 672,918 | |
| Dividends received – associates | 993,808 | 917,101 | |
| Dividends received – other companies | 1,203,250 | 1,302,259 | |
| Proceeds from sale of property, plant and equipment, and intangible assets | 154,655 | 26,390 | |
| Proceeds from investment property | 0 | 9,742 | |
| Proceeds from sale, less investments and loans given | 288,123 | 564,443 | |
| Acquisition of property, plant and equipment, and intangible assets | -32,119,566 | -60,313,916 | |
| Acquisition of investments, increase in loans given | -220,000 | -60,000 | |
| Net cash used in investing activities | -28,925,110 | -56,703,499 | |
| CASH FLOWS FROM FINANCING ACTIVITIES | |||
| Proceeds from non-current borrowings | 18,700,000 | 15,300,000 | |
| Repayment of current borrowings | -11,761,733 | -10,054,104 | |
| Dividends paid | -19,611,409 | -15,801,154 | |
| Net cash used in financing activities | -12,673,142 | -10,555,258 | |
| Net increase in cash and cash equivalents | 27,219,284 | -4,205,264 | |
| Opening balance of cash and cash equivalents | 983,305 | 5,188,569 | |
| Closing balance of cash and cash equivalents | 28,202,589 | 983,305 |
| 2017 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Reserves arising on valuation at fair value |
|||||||||
| (in EUR) | Share capital |
Capital surplus |
Legal reserves |
Other revenue reserves |
Retained earnings |
Investments | Financial Instruments |
Actuarial gains and losses |
Total equity |
| Balance at 31 December 2016 | 58,420,965 | 89,562,703 | 18,765,115 | 110,270,537 | 20,321,603 | 8,333,091 | -340,097 | -907,968 | 304,425,949 |
| Changes in equity – transactions with owners |
|||||||||
| Dividends paid | 0 | 0 | 0 | 0 | -19,600,000 | 0 | 0 | 0 | -19,600,000 |
| 0 | 0 | 0 | 0 | -19,600,000 | 0 | 0 | 0 | -19,600,000 | |
| Total comprehensive income for the period | |||||||||
| Profit for the period Change in revaluation surplus of financial assets, less tax |
0 0 |
0 0 |
0 0 |
0 0 |
33,143,408 0 |
0 2,560,183 |
0 0 |
0 0 |
33,143,408 2,560,183 |
| Change in fair value of cash flow hedging instruments, less tax |
0 | 0 | 0 | 0 | 0 | 0 | 259,626 | 0 | 259,626 |
| Actuarial gains/losses, less tax | 0 | 0 | 0 | 0 | 0 | 0 | 0 | -136,515 | -136,515 |
| 0 | 0 | 0 | 0 | 33,143,408 | 2,560,183 | 259,626 | -136,515 | 35,826,702 | |
| Changes within equity | |||||||||
| Allocation of part of profit for the period to other equity components pursuant to resolution of the Management and Supervisory Board |
0 | 0 | 0 | 16,571,704 | -16,571,704 | 0 | 0 | 0 | 0 |
| Other changes in equity | 0 | 0 | 0 | 0 | -31,396 | 0 | 0 | 31,396 | 0 |
| 0 | 0 | 0 | 16,571,704 | -16,603,100 | 0 | 0 | 31,396 | 0 | |
| Balance at 31 December 2017 | 58,420,965 | 89,562,703 | 18,765,115 | 126,842,241 | 17,261,911 | 10,893,274 | -80,471 | -1,013,087 | 320,652,651 |
| Fair value valuation reserves | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Share capital | Capital surplus |
Statutory reserves |
Other revenue reserves |
Retained earnings |
Investments | Financial Instruments |
Actuarial gains and losses |
Total equity | |
| Balance as at 31 December 2015 | 58,420,965 | 89,562,703 | 18,765,115 | 89,979,979 | 15,880,814 | 12,035,713 | -861,126 | -936,685 | 282,847,478 |
| Changes in equity – transactions with owners Dividends paid |
0 | 0 | 0 | 0 | -15,820,000 | 0 | 0 | 0 | -15,820,000 |
| 0 | 0 | 0 | 0 | -15,820,000 | 0 | 0 | 0 | -15,820,000 | |
| Total comprehensive income for the period | 0 | ||||||||
| Net profit or loss for the period | 0 | 0 | 0 | 0 | 40,581,116 | 0 | 0 | 0 | 40,581,116 |
| Change in revaluation surplus of financial assets, less tax |
0 | 0 | 0 | 0 | 0 | -3,702,621 | 0 | 0 | -3,702,621 |
| Change in fair value of cash flow hedging instruments, less tax |
0 | 0 | 0 | 0 | 0 | 0 | 521,029 | 0 | 521,029 |
| Actuarial gains/losses, less tax | 0 | 0 | 0 | 0 | 0 | 0 | 0 | -1,052 | -1,052 |
| 0 | 0 | 0 | 0 | 40,581,116 | -3,702,621 | 521,029 | -1,052 | 37,398,473 | |
| Changes within equity | |||||||||
| Allocation of part of profit for comparable period to | |||||||||
| other equity components pursuant to resolution of the | 0 | 0 | 0 | 20,290,558 | -20,290,558 | 0 | 0 | 0 | 0 |
| Management and Supervisory Board | |||||||||
| Other changes in equity | 0 | 0 | 0 | 0 | -29,769 | 0 | 0 | 29,769 | 0 |
| 0 | 0 | 0 | 20,290,558 | -20,320,327 | 0 | 0 | 29,769 | 0 | |
| Balance as at 31 December 2016 | 58,420,965 | 89,562,703 | 18,765,115 | 110,270,537 | 20,321,603 | 8,333,092 | -340,097 | -907,968 | 304,425,950 |
Luka Koper, d. d., pristaniški in logistični sistem (hereinafter referred to also as: Company), with its registered office at Vojkovo nabrežje 38 in Koper, Slovenia, is the controlling company of the Luka Koper Group.
The port's core activity is cargo handling and warehousing of all types of goods, which the Company supplements with diverse goods-related services and other services to secure an overall logistics support. Given the Concession Agreement, Luka Koper, d. d. maintains the port infrastructure and provides for the port's development.
Financial statements of the controlling period have been compiled for the financial year ended 31 December 2017.
The financial statements of Luka Koper, d. d. have been prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the International Accounting Standards Board (IASB), and interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC) and adopted by the European Union, and in accordance with provisions of the Slovenian Companies Act.
The Management Board of Luka Koper, d. d. approved the financial statements on 18 April 2018.
Financial statements have been prepared on the historical cost basis, except for derivatives and available-for-sale financial assets that were measured at fair value.
These financial statements are presented in EUR (exclusive of cents), which is the Company's functional currency.
Preparation of financial statements in conformity with IFRSs requires the management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Estimates are formed based on past experience and expectations in the accounting period. Formation of estimates and the related assumptions and uncertainties are disclosed in the notes to individual items.
Estimates, judgements and assumptions are reviewed on a regular basis. Actual results may differ from these estimates, hence estimates and underlying assumptions are reviewed and relevant adjustments formed on an ongoing basis. Changes in accounting estimates are recognised in the period for which the estimates are modified, or in the coming periods that are impacted by respective changes.
Existence of possible indication of impairment for property, plant and equipment is assessed based on IAS 36. As at each reporting date, the Company assesses whether there is any indication (significant technological changes, market changes, obsolescence or physical wear and tear of individual property, plant and equipment) of possible impairment. If such indication exists, the Company is required to evaluate the recoverable value of the asset. Any asset is subject to impairment if its carrying amount exceeds its recoverable value. The recoverable value is the higher of the following two items: its fair value less selling expenses or its value in use.
The provision is recognised if the Company has legal or indirect obligations arising from a past event that can be reliably assessed, and if it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation. Potential obligations are not recognised in the financial statements, as their exact amount could not be established or their actual existence will be confirmed only upon the occurrence or nonoccurrence of events in the unforeseeable future, which the Company cannot influence.
The Company's Management regularly checks whether the settlement of a potential obligation will likely require an outflow of resources embodying economic benefits. If it becomes probable that an outflow of future economic benefits will be required, provisions for legal disputes are formed for the possible liability in the financial statements.
While assessing the useful lives of assets, the expected physical wear and economic and technical aging is taken into account. In this relation, the Company regularly verifies useful lives with significant assets and in case of changed circumstances, the Company changes the useful life and consequently revalues the cost of depreciation.
The Company discloses its revenue in accordance with IAS 18. Revenue is classified as net sales revenues, other income and finance income. For the purpose of revenue recognition, the Company applies the method of percentage of work finality as at the date of statement of financial position i.e. for cargo handling by volume and working hours performed, and for warehousing by days and volume. The revenue is recognised under this method in the reporting period, in which the services were performed.
The Company's core activity is cargo handling and warehousing of all types of goods, goodsrelated services, and other related services. Operating income is recognised when it can be reasonably expected that it will result in cash receipts, unless such receipts were already realised when revenue was generated, and their amount can be reliably measured.
The Management assesses the method of recognising revenue applied by the Company, which has not changed in recent years, as fully appropriate and in line with standards.
Information on significant estimates about uncertainty and critical judgement in applying accounting policies that have the most significant effect on the amounts recognised in the financial statements, was applied in the assessment of:
Based on the estimate that sufficient profit will be available in the future, the Company has created deferred tax assets provided under the following (Note 19):
Deferred tax assets recognised under the formation of provisions for jubilee premiums and retirement benefits, are reduced by relevant amounts of provisions utilised or increased by amounts of newly formed provisions.
Given that the impairment losses on investments and receivables are not recognised as tax expenditure upon formation, the Company formed deferred tax assets in the relevant amounts. Deferred tax assets will be capitalised upon the sale or disposal of the investment or financial instrument and upon the final write-off of receivables.
The tax rate applied for calculating deductible temporary differences is 19 percent, which is also the general tax rate for corporate income tax since 1 January 2017.
Deferred tax liabilities are recognised for temporary differences arising on revaluation of available-for-sale financial assets (at fair value through profit or loss) to a higher value, whereas on revaluation of available-for-sale financial assets to a lower value, deferred tax assets are recognised.
At the reporting date, the amount of deferred tax assets or liabilities is reassessed. If there is no sufficient amount of available taxable profits, the amount of deferred tax assets is reduced accordingly.
Obligations for defined post-employment and other benefits record the present value of retirement benefits and jubilee premiums. They are recognised on the basis of an actuarial calculation approved by the Management. The actuarial calculation is based on assumptions and assessments valid during the calculation, which may differ in the future from the actual assumptions in force at the time as a result of changes. This pertains particularly to the determination of the discount rate, the assessment of the fluctuation of employees, the assessment of the death rate and the assessment of salary growth. Due to the complexity of the actuarial calculation and the long-term nature of the item obligations for defined benefits are sensitive to changes in the mentioned assessments.
Interest rate swaps used as derivatives are measured on a monthly basis at fair (or market) value. The fair or market value of the instrument is calculated by the bank via which the Company entered into the hedging instrument and represents the value at which the Company could dispose the instrument prior to its maturity. The change in fair (or market) value of the instrument is recognised through equity items, as the derivative is earmarked within hedge accounting exclusively to hedge the selected borrowing against the rise of interest rates.
In addition, at the end of the reporting period, the Company assesses on an annual basis the effectiveness or efficiency of the hedge against interest rate risk, each time verifying the key elements of hedge and compliance of the instrument with the selected borrowing that is subject to respective hedging.
The accounting policies detailed below were consistently applied in all the periods presented in the financial statements.
Transactions in foreign currency are translated into euro at the reference exchange rate of the European Central Bank prevailing at the transaction date. Monetary assets and liabilities expressed in foreign currency as at the date of the statement of financial position are translated at the reference exchange rate of the ECB at the reporting date. All differences resulting from foreign currency translation are recognised in the income statement.
Items of property, plant and equipment are carried at cost. Under the cost model, an item of property, plant and equipment is carried at its cost less accumulated depreciation and accumulated impairment losses. The manner and methods used in the valuation of assets due to impairment are described in the section 'Impairment of property, plant and equipment'. The cost of an item of property, plant and equipment is equal to the monetary price on the date of the asset's recognition.
In addition to property, plant and equipment being acquired, the item of assets being acquired also includes advances for acquiring property, plant and equipment.
Parts of property, plant and equipment with different useful lives are treated as individual assets that are depreciated during the estimated useful life.
Land is accounted for separately and is not subject to depreciation.
Pursuant to IAS 23, the purchase cost of property, plant and equipment can also include borrowing costs if they can be directly associated to the purchase, construction or production of an asset in the course of construction. If the Company or Group agrees on a general borrowing which cannot be directly associated with the purchase of an asset in the course of construction, it will capitalise a proportionate share of costs calculated using the weighted annual interest rate by taking into account interest rate hedging, but solely for major investments (value and construction period exceeding EUR 1 million and 12 months, respectively). Investments with durations of several years that witnessed no inputs in the reporting period (halted investments) are excluded from the method of capitalising interest.
Borrowing costs are capitalised until the asset is in the course of construction. When the asset is transferred to use, borrowing costs are no longer capitalised. The amount of
borrowing costs capitalised in the period must not exceed the borrowing costs which arise in the same period.
Subsequent expenditure incurred to replace a component of an item of property, plant and equipment increases its cost. The replaced component is no longer subject to recognition. Other subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the item of property, plant and equipment. All other expenditure is expensed when incurred.
In each period, depreciation charge is recognised in the income statement. An asset is subject to depreciation when it is made available for use. The items of property, plant and equipment are depreciated under the straight-line method of depreciation, considering the assessed economic life of an individual asset. The depreciation method used is reassessed at the end of each financial year. As a rule, the residual value of an asset is considered only for significant items of property, plant and equipment as is their cost of disposal. Land, assets being acquired, non-current assets classified to disposal groups (held for sale) and works of art are not depreciated. Useful lives applied with property, plant and equipment are as follows:
| Assets | 2017 | 2016 |
|---|---|---|
| Buildings | 16.67–66.67 years | 16.67–66.67 years |
| Transport and transhipment equipment | 5–17.86 years | 5–17.86 years |
| – locomotives |
6.67–10 years | 6.67–10 years |
| – forklifts, shippers |
8 years | 8 years |
| Computer hardware | 4–5 years | 4–5 years |
| Other equipment | 4–10 years | 4–10 years |
The carrying amount of an individual item of property, plant and equipment is derecognised upon its disposal or when no future economic benefits are expected from the asset's use or disposal. Any profit or losses resulting from disposal of individual item of property, plant and equipment is determined as the differences between the revenue from disposal and the carrying amount and are included in profit or loss.
Investment properties are held to bring rent and/or increase the value of the non-current investment. Investment property is measured under the cost model. Depreciation is accounted for under the straight-line depreciation method over the estimated useful life of an individual asset. Land is not depreciated. Facilities under lease are divided into individual
parts according to their estimated useful lives. The following depreciation rates are used for investment property:
| Investment property | 2017 | 2016 |
|---|---|---|
| Buildings | 16.67–66.67 years | 16.67–66.67 years |
Initially, intangible assets are recognised at cost. After initial recognition, they are recognised at their cost reduced by accumulated amortisation and accumulated impairment losses.
Amortisation begins when an asset is ready for its use, i.e. when the asset is on the location and in the condition necessary for it to operate as intended.
The carrying amount of an item of intangible assets with final useful life is reduced using the straight-line amortisation method over the period of its useful life. All intangible assets have finite useful lives.
The amortisation period and amortisation method for an intangible asset with finite useful life is reviewed at least at each financial year-end. If the asset's expected useful life differs significantly from previous estimates, the amortisation period is adjusted accordingly.
The useful life of an item of intangible assets that arises from contractual or other legal rights does not exceed the period of these contractual rights or legal rights, however, it may be shorter, depending on the period during which the asset is expected to be used. The assessed useful life of other items of intangible assets is 10 years (the applied useful lives are presented in the table below).
| Intangible assets | 2017 | 2016 |
|---|---|---|
| Non-current property rights | 5–10 years | 5–10 years |
Investments in subsidiaries, associates and other companies are measured at cost. On each date of the statement of financial position, the Company assesses whether there is any indication of impairment. Any impairment loss on investment is recognised in the income statement.
Financial instruments are classified into the following categories:
Loans and receivables are recognised on the settlement date and measured at amortised cost using the effective interest rate method.
Non-current and current receivables are carried separately in books of account. Interest arising on stated receivables is recorded among off balance sheet items. Upon recognition, non-current and current trade receivables are disclosed at contractually agreed amounts or as recorded in the relevant accounting documents. Other operating receivables include short-term deferred costs or expenses and accrued income.
The Company forms allowances in their full amount for all trade receivables and interest receivables based on individual assessment. Allowances for receivables due from companies in bankruptcy or liquidation procedure are formed immediately once such proceeding begins, in the total amount (100 percent).
Impairment losses are charged to revaluation operating expenses associated with receivables.
On initial recognition, loans are carried at fair value. After initial recognition, they are stated at amortised cost using the effective interest rate method. In terms of maturity, loans are classified into non-current or current assets. With a view of credit risk management, maturity of individual loans as well as the method of settlement and collateral (e.g. bills of exchange, pledge of securities and other movable or immovable property, potential for unilateral netting of mutual liabilities, etc.) is determined taking into consideration the credit rating of the borrower. In the event of a borrower failing to meet their contractual liabilities, collateral is liquidated or, if legal proceedings have been instituted, the investment is impaired.
On initial recognition, borrowings are carried at fair value and thereupon at amortised cost using the effective interest rate method. In terms of maturity, borrowings are classified into non-current and current financial liabilities. On the last day of the year, all financial liabilities maturing in the next year are reclassified to current financial liabilities. Borrowings are insured with bills of exchange and certain loan covenants, whereby one borrowing is collateralised with assignment of receivables.
Available-for-sale financial assets comprise all of the investments in equity securities. On initial recognition, they are measured at fair value increased by the cost of the transaction relating to the acquisition of an individual financial asset. Fair value is considered market value based on the closing price of a security on a stock exchange or the published daily net
asset value of a mutual fund. Fair value changes are recognised in other comprehensive income within equity. The declining volume of securities is accounted for in books of account using the average prices method. Upon derecognition, gains or losses are transferred to profit or loss. Additions and disposals are recognised as at the trading date.
All other investments, for which no operating market exists and the fair value of which cannot be measured reliably, are measured at cost.
Cash comprises cash in hand and sight deposits, deposits redeemable at notice or deposits with maturities of up to three months.
The Company does not issue derivative financial instruments (derivatives) for trading purposes. Derivatives are used to hedge the Company's exposure to risks arising from financing and investing activities. Derivatives are recognised at fair value. The method of recognising gains or losses from changes in fair value depends on the type of hedging and on whether hedge accounting has been applied or not. In hedge accounting, gains or losses from changes in fair value are recognised by recognising the portion of the gain or loss on the hedging instrument that is determined to be an effective hedge, in other comprehensive income. When the forecast transaction becomes an asset or a liability, the associated cumulative gains or losses are removed from equity and entered into the initial measurement of the acquisition cost or other carrying amount of the asset or liability. The ineffective portion of the hedge is immediately recognised in profit or loss.
Inventories are measured at cost or net market value, whichever is lower. An item of the materials inventory is measured at cost, which comprises the purchase price, import duties and other non-refundable purchase taxes, and direct costs of purchase. Non-refundable purchase taxes also include non-refundable VAT. The purchase price is reduced by trade discounts. The weighted average price method is used for reducing the materials inventory. Small tools put in use are immediately transferred among costs. Inventories are not subject to revaluation due to increases..
The share capital of Luka Koper, d. d. in the amount of EUR 58,420,965 consists of 14,000,000 shares that are freely transferable. The nominal value of a share is EUR 4.17.
The Company records legal reserves in the amount of at least 10 percent of share capital as required by the Companies Act (ZGD-1). Legal reserves and share premium are not included
in the accumulated profit and are not subject to distribution. The Company has no statutory reserves, as they are not envisaged under the Articles of Association.
Reserves arising on valuation at fair value comprise reserves arising from valuation of investments measured at fair value, valuation of hedging instruments measured at fair value, and with respect to unrealised actuarial gains and losses.
Retained earnings consist of the unappropriated portion of the net profit for the period.
Dividends are recognised in the Company's financial statements once the decision on the distribution of dividends is adopted by the general meeting.
As at 31 December 2017, the Company had no authorised capital.
The Company forms provisions for disputes and damages related to alleged business offences. Provisions are formed and their amount determined in consideration of the following criteria:
In accordance with statutory requirements and the collective agreement, the Company is obligated to pay jubilee premiums and termination benefits on retirement. These payments are measured using the method of accounting that requires that an actuarial liability is assessed on the basis of expected salary growth from the valuation date until the employee's anticipated retirement. This means that benefits are accrued in proportion to the work performed. The assessed liability is recognised as the present value of expected future expenditure. Anticipated salary growth and employee turnover are also considered as part of measurement.
Actuarial gains or losses for termination benefits in the current year are recognised in other comprehensive income under equity based on an actuarial calculation, whereas current and previous employee benefits and interest expenditure are recognised in profit or loss.
Current employee benefit costs and interest expenditure as well as actuarial gains or losses are recognised in profit or loss for jubilee premiums.
The calculation of provisions for retirement and jubilee premiums is based on the actuarial calculation as at 31 December 2017, using data as at 31 October 2017 (no major deviations), which took into account the following assumptions:
Non-current deferred income is formed in the Company for maintenance purposes. Noncurrent deferred income for maintenance is formed if costs of the public utility services of regularly maintaining the port infrastructure are formed up to the amount that corresponds to the amount of revenues from port dues. In the event of costs exceeding revenues from port dues, non-current deferred income is derecognised in the amount of the surplus.
All kinds of government grants are initially recognised in the statement of financial position as deferred income when there is assurance that the Company will receive such grants and meet the related terms. Government grants to cover costs are consistently recognised in profit or loss in the periods when the relevant costs that these revenues are supposed to cover are incurred.
In compliance with the Maritime Code, Luka Koper, d. d. (hereinafter: Company) and the Government of the Republic of Slovenia arranged matters in the port of Koper in September 2008 by entering into a Concession Agreement within the Decree on the Administration of the Freight Port of Koper, Port Operations, and on Granting the Concession for the Administration, Management, Development and Regular Maintenance of its Infrastructure, and defined the concession relationship for the period of 35 years from the date of concluding the Agreement.
Pursuant to provisions of the Concession Agreement, the concession operator is required to keep its books of account in a way that provides for separate financial monitoring of the activity, which is carried out on the basis of exclusive rights granted.
In its books of account, the Company keeps separate records of income from port dues in an individual year and of costs of performing concessions activities.
Any income surplus generated through port dues over maintenance costs relating to port infrastructure is kept by the concession provider as short-term deferred income for costs of maintaining the port infrastructure in the coming years as required by Article 9.3. of the Concession Agreement. Financial monitoring of the public service is based on policies and principles of cost accounting and criteria of separate bookkeeping. In 2017, the Company reviewed the criteria and proposed a change thereof. The change of criteria was adopted by the supervisory body of Luka Koper, d. d. in March 2018. Relevance of criteria and regularity of use were verified by the approved auditor BDO Revizija, d. o. o., by issuing a written opinion on 12 April 2018.
In accordance with the Concession Agreement concluded with the Republic of Slovenia and the criteria approved by the latter, Luka Koper, d. d. forms non-current deferred income for ordinary maintenance of port infrastructure in the amount equal to the surplus of income from port dues over the related costs of the public service. In the event of costs exceeding revenues from port dues, non-current deferred income is derecognised in the amount of the surplus.
The Company, as the concession operator, obtained from the Republic of Slovenia, as the concession provider, the exclusive right for performing port activities of cargo operation and maritime passenger transport in the port area, and the related exclusive right for port administration and management, and for the administration and development of port infrastructure not intended for public transport, and pursuant to Article 44 of the Maritime Code, also the exclusive right to perform public utility services of regular maintenance of the port infrastructure that is intended for public transport.
Furthermore, pursuant to Article 7.9.6. of the Concession Agreement, the Company keeps records on investments made in port infrastructure in each financial year. The Company is required to indicate investments in each individual year in a special appendix to the annual report, which is to be examined and approved by a certified auditor.
In accordance with Article 10.1. of the Concession Agreement, the Company pays a concession tax, which amounts to 3.5 percent of the annual revenue generated less port dues collected in the relevant year. The basis for levying the concession tax is the Company's audited income statement. The annual concession tax amount is paid in monthly instalments of advance payments calculated not later than by 30 July on the basis of audited data for the previous calendar year. Port dues account for 4 percent of the controlling company's operating income and are in terms of their content a constituent part thereof. The amount of port dues is defined by the controlling company Luka Koper, d. d. in agreement with the government. The remaining 96 percent of operating income is generated through rendering of services of cargo handling and warehousing, whose fees and prices are formed on the basis of market regularities. The development and overhaul of the port infrastructure is carried out by the Company in its own capacity and on its own behalf. Upon the concession's expiry, the concession operator is entitled to the refund of unamortised part of investments. Given the above-mentioned provisions of the Concession Agreement, the Company shall not apply IFRIC 12.
18.1.20 Public utility service of collecting waste from vessels in the Koper port area The public utility service of collecting waste from vessels in the Koper port area is being performed in line with the Decree on the method, subject and conditions for the provision of national public utility service of collecting waste from vessels (Official Gazette of the Republic of Slovenia, No. 59/2005), and the Decree on port reception facilities for shipgenerated waste and cargo residues (Official Gazette of the Republic of Slovenia, No. 78/2008). These services comprise regular reception of ship-generated waste and cargo residues, installation of port facilities for reception of ship-generated waste and cargo residues in accordance with regulations governing port reception facilities, receipt of messages about intended delivery of ship-generated waste and cargo residues, separate collection, sorting and storage of accepted waste and cargo residues by using port reception facilities, delivery for processing with a view of re-use, recycling or disposal of processing residues in accordance with environmental protection regulations governing waste management, and informing the public and users about the manner of delivering waste and cargo residues. For purposes of reports within the public utility service of collecting waste
from vessels, the Company, based on provisions of the Transparency of Financial Relations and Maintenance of Separate Accounts for Different Activities Act has taken into account the principles of cost accounting and criteria of separate bookkeeping. In 2017, the Company devised the criteria which were adopted by the supervisory body of Luka Koper, d. d. in March 2018. Relevance of criteria and regularity of use were verified by the approved auditor BDO Revizija, d. o. o., by issuing a written opinion on 12 April 2018.
Until 31 December 2016, the Company was performing the public utility service of collecting waste from vessels through its subsidiary Luka Koper INPO, d. o. o., which acted as its performance assistant. The two companies had an agreement of cooperation between them. Luka Koper INPO, d. o. o., is fully controlled by Luka Koper, d. d. and the companies are considered to form a single economic unit based on the settled case law of the European Court of Justice. As at 1 January 2017, the companies signed an annex to the agreement stipulating, among others, that from 1 January 2017, Luka Koper INPO, d. o. o., as the performance assistant shall perform the public utility service of collecting waste from vessels in the Koper port area in the name and for the account of Luka Koper, d. d.
On initial recognition, borrowings are carried at their fair value less attributable transaction costs. The difference between historical cost and amortised cost is reported in profit or loss over the loan repayment period, using the effective interest rate method.
Non-current operating liabilities include collaterals received for rented business premises. Trade liabilities and payables to the state and employees are shown separately. Other operating liabilities include short-term deferred income and short-term accrued costs or expenses.
Income tax is accounted for in compliance with provisions of the Corporate Income Tax Act. The basis for the income tax calculation is the gross profit increased by the amount of nondeductible expenditure and reduced by the amount of statutory tax relief. Such basis is used for accounting the corporate income tax liability. As for 2017, income tax liability was calculated at the rate of 19 percent.
In order to disclose an appropriate profit and loss for the reporting period, the Company also accounted for deferred taxes. These are disclosed as deferred tax assets and deferred tax liabilities. In accounting for deferred taxes, the balance sheet liability method was applied. The book value of assets and liabilities was compared with their tax value, and the difference between both was defined as either permanent or temporary. Temporary differences were subdivided into taxable and deductible differences. Taxable temporary differences increased the Company's taxable amounts and deferred tax liabilities.
Deductible temporary differences decreased the Company's taxable amounts and increased deferred tax assets.
Deferred tax assets are offset against deferred tax liabilities if a legally enforceable right exists to offset current tax assets against current corporate income tax liabilities and the deferred taxes involve the same taxable legal entity and the same tax authority.
The basic and diluted earnings per share were calculated by dividing the net profit for the period with the number of ordinary shares in issue.
The Company's core activity is cargo handling and warehousing of all types of goods, goodsrelated services, and other related services. Apart from raw oil and gas, the Company tranships and renders services for all groups of goods, including passengers. The respective services are all carried out in Slovenia, for both local as well as foreign customers. Foreign customers come from European markets, which are considered most significant for Luka Koper, d. d., as well as from Asia and America. The Company's customers include the world's largest shipping companies, major international corporations, end-users of our services, and other major and smaller domestic and foreign companies that deem the port of Koper as the provider of the fastest and highest quality logistics service.
Operating income is recognised when it can be reasonably expected that it will result in cash receipts, unless such receipts were already realised when revenue was generated, and their amount can be reliably measured.
Income from services rendered is recognised using the stage of completion method as at the date of the statement of financial position. Under the method, income is recognised in the accounting period in which the services are rendered. The amount of each significant category of revenue recognised in the accounting period is disclosed, as well as revenue generated in connection with domestic and foreign customers.
Rental income primarily comprises income from investment property i.e. income generated from facilities and land that are leased out under operating lease Rental income is recognised within operating income.
Other operating income comprises revaluation operating income from the sale of property, plant and equipment, subsidies, donations, insurance proceeds and other income. Government grants and other subsidies primarily refer to funds received for activities within the European development projects that aim to increase the port's competitiveness, energy efficiency, environmental safety, and ensuring efficient port processes. Subsidies received
to cover the costs incurred are recognised strictly as income in the periods when the relevant costs that this income is supposed to cover are incurred. Other income is recognised when it can be justifiably expected that cash receipts will flow from them.
Finance income comprises interest income from loans, default interest on late payment of services and receivables, dividend income, income from disposal of available-for-sale financial assets, and foreign exchange gains. Interest income is recognised when accrued using the effective interest method. Dividend income is recognised in profit or loss when a shareholder's right to payment is established.
Finance expenses comprise interest costs on borrowings, foreign exchange losses and impairment losses on financial assets recognised through profit or loss. Costs of borrowings and approval of these are recognised in the profit or loss over the entire maturity of the borrowings.
Costs are recognised as expenses in the accounting period in which they are incurred. They are classified according to their nature. Costs are carried and disclosed by types. Expenses are recognised if decreases in economic benefits during the accounting period are associated with decreases in assets or increases in liabilities, and those decreases can be measured reliably.
If there is any indication that an asset may be impaired, the asset's recoverable amount is assessed in accordance with IAS 36. When the asset's recoverable amount cannot be assessed, the Company determines the recoverable amount of cash generating unit to which the asset belongs. Impairment loss is recognised in the income statement. Impairment losses should be reversed if the estimates used to determine the asset's recoverable amount have changed. Impairment loss is reversed to the extent that the increased carrying amount of the asset does not exceed its carrying amount that would have been determined net of depreciation, had no impairment loss been recognised in respect of the asset. The reversal of the impairment loss is recognised as revenue in profit or loss.
On each reporting date, financial assets are tested for impairment using criteria set out in the accounting manual in order to determine whether there is any objective evidence of financial asset's impairment. If such objective evidence exists, the Company calculates the amount of impairment loss.
When the Company determines that investments carried at amortised cost should be impaired, the amount of the loss is measured as the difference between the investment's carrying amount and the present value of expected future cash flows discounted at the original effective interest rate. The amount of impairment loss is recognised in profit or loss. When the reasons for impairment of an investment cease to exist, the reversal of the impairment of the investment carried at amortised cost is recognised in profit or loss.
When the Company determines that investments in subsidiaries, associates and other companies carried at cost should be impaired, the impairment loss is recognised in profit or loss as the difference between the carrying amount of the financial asset and the present value of estimated future cash flows (or other assessed value) discounted at the current market rate of return for similar financial assets.
The statement of comprehensive income outlines the net profit or loss for the period as well as other comprehensive income inclusive of items that will be reclassified to profit and loss at a future date and those that will never be reclassified to profit or loss in accordance with the provisions and requirements of other IFRSs.
The statement of cash flows is presented by applying the indirect method, on the basis of items reported in the statement of financial position as at 31 December 2017 and 31 December 2016, as well as items in the income statement for the financial year then ended, inclusive of any necessary adjustments of the cash flow.
The statement of changes in equity outlines changes in individual equity components during the financial year (total income and expenses, in addition to transactions with stakeholders that act owners), inclusive of the net profit or loss distribution. The statement of other comprehensive income is also included which increases net profit of the accounting period by total revenue and expenses directly recognised in the equity.
The Company monitors and strives to manage risks at all levels of business. In the assessment of risks, the Company considers various risk factors and measures the cost of management with benefits. Efficient risk management is ensured by timely identification and management of risks and by relevant guidelines and policies, which are laid down in documents of the overall management system.
The Company's operations are exposed to risks, which largely depend on market laws and thereby requires active and ongoing monitoring. In addition to strategic and operational risks, the Company also encounters financial risks, of which the most significant ones include the risk of fair value changes, interest rate risk, liquidity risk, currency risk and credit risk, as well as the risk of adequate capital composition. How financial risks are
identified and managed is disclosed in Note 32 'Financial instruments and financial risk management'.
The standards and interpretations presented below were not yet effective until the date of separate financial statements and have not yet been confirmed by the European Union. Relevant standards and interpretations will be applied in preparing the Company's financial statements upon their entry into force.
In July 2014, the International Accounting Standards Board published the final version of the standard IFRS 9 Financial Instruments containing the requirements of all individual phases of the project to replace the standard IAS 39 Financial Instruments: Recognition and Measurement and all the previous versions of the IFRS 9 standard. The IAS 39 remains in force for a fair value hedge of interest rate risk of a portfolio of financial assets or liabilities; an entity may choose as its accounting policy choice to continue to apply the hedge accounting requirements of IAS 39 or to apply the hedge accounting requirements in IFRS 9. The revised standard introduces new requirements for the classification and measurement of financial assets and liabilities, recognition of their impairment and hedge accounting. Even though the basis for applicable measurement of measuring financial assets – amortized cost, fair value through other comprehensive income (FVOCI) and fair value through profit and loss (FVTPL) – remain similar to those in IAS 39, the criteria for setting the correct measurement criteria differ materially.
A financial asset is measured according to its amortized value if the following requirements are met:
Entities can also irrevocably include subsequent changes to the fair value (including positive and negative currency exchange differences) of an equity instrument that is not meant for trading, in their other comprehensive income statement. The above subsequent changes can in no case be transferred to profit or loss. Debt instruments, measured according to fair value through other comprehensive income (FVOCI), income from interest, expected credit loses as well as positive and negative currency exchange results, are recognised in the profit and loss statement in the same way as assets measured according to amortised value. Other profit and loss is recognised in other comprehensive income and is, after revoking the recognition, transferred to the profit and loss account. The model calculates impairments in accordance with the IFRS 9 and replaces the model of incurred loss as recognised by IAS 39, which also includes the model of expected credit loss; the latter means that impairment can be recognised before the loss actually occurs. IFRS 9 includes a new general hedge
accounting model, which brings such accounting closer to actual risk management. Various types of hedge accounting – fair value hedges, cash flow hedges and hedges of net investments in foreign operations – remain unchanged, however require additional assessments. The standard includes new requirements that must be met (continuing with and stopping hedging risk calculations) and allows other types of hedging to be treated as protected items. Additional and extensive disclosures are necessary regarding hedging and activities to deal with risk mitigation.
The EU adopted the standard on 22 November 2016. The revised standard IFRS 9 is effective for accounting periods beginning on or after 1 January 2018. Conversion of data from previous periods is not necessary and is allowed if data is available and without using the new provisions. Earlier application is permitted. Amendments to the standard must be applied retrospectively, however, presentation of compared data is not compulsory. Earlier application of previous versions of standard IFRS 9 which were published in the years 2009, 2010 and 2013 is permitted provided that an entity carried out the transition to IFRS at any time before 1 February 2015.
The Company does not expect for the standard in question to have a significant impact on its separate financial statements for the following reasons:
The new impairment model requires the recognition of provisions for impairment, which is based on expected credit losses rather than just realized credit losses, such as is the case with IAS 39. The Company will also form a value adjustment for receivables non past due based on the risk assessment performed for its customers whose total turnover will exceeded 98 percent within a specified period. Despite the above, the Company does not expect a significant impact on its separate financial statements in this respect.
The newly-adopted standard does not impact financial investments.
Amendments address concerns arising from implementing the new financial instruments standard, IFRS 9, before implementing the new insurance contracts standard being devised by the Board to replace IFRS 4. All companies that issue insurance contracts may choose between an optional temporary exemption from applying IFRS 9 and overlay application.
Amendments were adopted by the EU on 3 November 2017. Temporary exemption shall apply for accounting periods beginning on or after 1 January 2018 or at the first application of IFRS 9.
The Company may opt for overlay approach upon first application of IFRS 9 and use it retroactively for the financial assets set out upon transition to IFRS 9. The Company adjusts the comparative information that reflect the overlay application only if it adjusts the comparative information upon using IFRS 9.
The Company does not expect these amendments to have a significant impact on its separate financial statements.
In May 2014, the International Accounting Standards Board published IFRS 15, which introduces a new five-stage model for recognition of revenue obtained by an entity from contracts with customers. Pursuant to IFRS 15, an entity recognises revenue to depict the transfer of promised goods or services to the customer in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. With regards to the fulfilled criteria, the income is recognised over time and in the way that reflects the entity's operations or in moment when control over goods and services is transferred to the customer. The accounting principles under IFRS 15 thus offer a more structured approach to measurement and recognition of revenue. IFRS 15 also establishes the principles that bind an entity to report useful information to users of financial statements about the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers.
The new standard applies to all entities and replaces the existing requirements of International Financial Reporting Standards in relation to recognition of revenue. The EU adopted the standard and the amendment to IFRS 15 "Date of entering into force of IFRS 15" on 22 September 2016. Full application of the new standard is effective for annual periods beginning on or after 1 January 2018, whereas a modified standard has to be applied retrospectively. The new standard provides a framework that supersedes the existing instructions on revenue recognition under IFRS. Earlier application is permitted.
The Company does not expect any significant differences in the recognition of revenues from the sale of goods and services under the new standard. An analysis of contracts with customers has shown that they meet the criteria of the new standard for revenue recognition; performance obligations are defined adequately in contracts, allowing their classification and measurement, and determining when they might be satisfied. Contracts with customers comprise the sale of goods and services, which shall be shown separately by the Company in its financial statements.
The Company does not expect any significant differences in time-based recognition of revenue.
The majority of revenue results from contracts defined as simple supply of services. Since the contracts include no separately identifiable obligations, the Company deems its valid accounting policy for recognition of revenue to be in line with the new requirements of IFRS 15.
IFRS 15 contains specific criteria to determine which contract related costs may be capitalized, while also introducing the distinction between the costs related to the acquisition and to fulfilment of contracts. The Company estimates that there will be no significant implementation costs.
The Company does not expect for the standard in question to have a significant impact on its separate financial statements:
In April 2016, the International Accounting Standards Board published Clarifications to IFRS 15 addressing several matters that have been subjected to assessment by the Expert Group "Joint Transition Resource Group for Revenue Recognition".
The amendments:
Amendments to the standard shall enter into force on 1 January 2018, the date of entry into force of IFRS 15. They further clarify rather than change the requirements of IFRS 15. These
amendments must be applied retrospectively. Earlier application is permitted and must be disclosed.
In the 2017 financial year, the Company studied the requirements of IFRS 15 and applied the standard's five-step model to its contracts:
In 2017, the Company assessed the contracts and bids in order to ascertain whether they meet the criteria to be labelled as such or whether contracts would have to be joined.
Based on its review of contracts and bids, the Company identified performance obligations but adopted a position that it holds only one performance obligation, namely the provision of port activities. This performance obligation is then divided into sets and these into subsets. For the subsets, it was necessary to determine whether performing the service happens instantly or over time. Subsets defined as "over time" consist of several codependent services (i.e. ship – storage – vehicle) and are billed at the entrance or exit.
The position that the Company only holds one performance obligation was adopted because the goods on which the Company performs its services are located on the premises of Luka Koper, which is under close scrutiny by the Company itself as well as other bodies (customs etc.) and because the owner of goods or any other stakeholder in the logistics chain cannot benefit from the service until it is completed and the goods dispatched, thus leaving the area of Luka Koper. Several performance obligations could be defined if the customer would benefit from an individual subset of services, which would be available to him independently and when the promise to transfer the service would have been separated from other provisions in the contract.
The prices in the Company are set at fixed or variable rates. Variable rates occur when the Company offers a volume discount.
Should it be ascertained that the Company disposes of several performance obligations in some of its contracts, it would have been necessary to set the price for individual obligations, however such a case was not found among the identified Company contracts.
The Company ascertained the moment when revenue is recognised according to contract identification. For the contracts, which stipulate that a service can be performed over a
longer period of time, the standard determines that revenue over time of performing the service is recognised only if one of the following criteria is met:
Based on the above investigation, the Company does not expect these amendments to have a significant impact on its separate financial statements.
The scope of application of IFRS 15 comprises leases of all assets with a few exceptions. Pursuant to the standard, lessees should recognise all leases through profit and loss under a single lessee accounting model, regardless of a business or financial lease, as part of the balance sheet and in the same manner that finance leases are recognised pursuant to IAS 17. IFRS 16 replaces IAS 17 Leases. The standard allows two exemptions in recognising assets, i.e. when the underlying asset is of low value (such as personal computers) and short-term leases (leases with a term of less than 12 months). As at the date of the beginning of lease, the lessee is required to recognise the obligation to make lease payments (i.e. a lease liability) and the asset representing the right to use the underlying leased asset for the duration of the lease (i.e. a right-of-use asset).
Pursuant to IFRS 16, a contract is - or contains - a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for payment. Lessees shall recognise separately interest expense with respect to the lease liability and depreciation costs from the right-of-use asset. The right to use of asset is amortized and the interest accrued to the liability. The later causes a concentrated pattern of costs for the major share of leases, even though the lessee pays back-to-back annual lease payments. If certain events should occur (such as changes in the lease period, changes in the value of future lease payments due to variations in the index or rate, based on which lease payment is determined), lessees shall have to re-measure the lease liability). In general, lessees recognise the re-measurement value of lease liability as an adjustment to the right-of-use asset.
The application of the new standard does not significantly change the lease calculation for the lessor and the distinction between business and financial lease remains in force for the lessor.
For the lessor, accounting requirements are not considerably different from those in force under IAS 17.
The EU adopted the standard on 31 October 2017. The IFRS 16 standard is effective for annual periods beginning on or after 1 January 2019. The lessee may decide to apply the standard retroactively in full or in part. Transitional provisions of the Standard allow for certain facilitating measures. Earlier application is permitted, but only if an entity has already applied IFRS 15.
The Company is examining the effects of the new standard and will apply it as it enters into force.
Pursuant to the amendments, entities are required to disclose changes in liabilities arising from financing activities, including the changes from financing cash flows and non-financial changes such as positive or negative effects of foreign exchange rates, changes arising from obtaining or losing control of subsidiaries and changes in fair values.
Amendments were adopted by the EU on 6 November 2017 and apply to annual periods starting on or after 1 January 2017.
Upon adopting the amended standard, entities do not have to provide comparative information for previous periods. Earlier application was permitted.
Amendments did not have a major impact on the Company's statements.
Amendments to IAS 12: Income Taxes –Recognition of Deferred Tax Assets for Unrealised Losses
The Board published the Amendments to IAS 12: Income Taxes in order to explain the calculation of deferred tax assets for unrealised losses for debt instruments, measured according to fair value.
Amendments clarify that an entity needs to consider whether tax law restricts the sources of taxable profits against which the deductible temporary differences can be utilised. They also clarify how an entity is to determine its future taxable profit and the circumstances in which a taxable profit can entail the return of certain assets to the amount that exceeds their bookkeeping value.
Upon applying the amended standard for the first time, an entity may recognise the change in the opening equity of the earliest comparative period in opening retained earnings (or
other comparable equity component) without allocating the change between opening retained earnings and other components of equity. The entities using this deduction had to disclose said usage.
Amendments were adopted by the EU on 6 November 2017 and apply to annual periods starting on or after 1 January 2017.
Amendments did not have a major impact on the Company's statements.
Amendments clarify the area of application of the standard as they state that disclosures required in IFRS 12 (with the exception of those subsumed in accounting statements of subsidiaries, joint arrangements and associated companies) also apply to the entity's stakes, listed in article 5 and in accordance with IFRS 5: Non-current Assets Held for Sale and Discontinued Operations, are listed among sales assets, among assets to be distributed among the owners, or discontinued operations, however, these amendments are not used for disclosure pursuant to items B10-B16.
Amendments did not have a major impact on the Company's statements.
Amendments refer to the question whether in the event of long-term interests (particularly in the light of requirements to weaken long-term interests in associates and joint ventures that form part of the "net investment" in such associates or joint ventures) an entity should apply IFRS 9, IAS 28, or a combination of both. Amendments clarify that when accounting for long-term interests that are not measured by the equity method, the entity applies IFRS 9 Financial instruments before applying IAS 28. When applying IFRS 9, the entity does not take into account any adjustments of the carrying value of long-term interests, which derive from the IAS 28.
Amendments apply for annual periods beginning on or after 1 January 2019. Earlier application of amendments is permitted.
The Company is examining the effects of the new standard and will apply it as it enters into force.
Amendments clarify requirements for transfers to, or from, investment properties.
An entity applies the amendments to changes in use that occur on or after the beginning of the annual reporting period in which the entity first applies the amendments. Retrospective application is also permitted if that is possible without the use of hindsight. Amendments reinforce the principle from IAS 40 Investment Property regarding the transfers into, or out of, investment property so that it now specifies that such a transfer should only be made
when there has been a change in use of the property. Pursuant to the amendments, a property transfer takes place when, and only when, a de-facto change occurs in the usage, i.e. a property begins to or ceases to meet the definition of investment and there exists evidence of such a change in use. A change in management's intentions does not constitute evidence of a change in use.
Amendments were adopted by the EU on 14 March 2018 and are applicable to annual periods beginning on or after 1 January 2018 as well as are applicable prospectively. Earlier application of is permitted.
The Company is examining the effects of the amendments to the standard and will apply them as they enter into force.
Amendments refer to three main areas:
• The effect of vesting conditions on measuring cash-settled share-based payment transactions.
Amendments clarify that the method of accounting for performance conditions for measuring equity-settled share-based payment transactions is also used for cash-settled share-based payment transactions.
• Classification of share-based payment transactions with a net settlement feature for withholding tax obligations.
This amendment adds an exception to address a specific circumstance when there is an agreement on net settlement for an entity to meet its obligation to withhold a certain amount based on tax laws or regulations, thus to fulfil the employees' tax obligation linked with share-based payment.
• A modification to the terms and conditions of a share-based payment that changes the classification of the transaction from cash-settled to equity-settled.
This amendment clarifies that in the case of a change to the conditions of the cash-settled share-based payments, due to which such a payment becomes equity-settled share-based payment, from the date of the change such a transaction shall be recorded as equity-settled payment.
This amendment was adopted by the EU on 26 February 2018. It is applicable retroactively and applies to annual periods beginning on or after 1 January 2018. Earlier application is permitted. Upon adoption, entities must apply the amendments without adjusting information for preceding periods. However, retrospective application is allowed when an entity decides to use the three amendments and when all other criteria have been met. Earlier application is permitted.
The Company does not expect these amendments to have a significant impact on its separate financial statements.
Pursuant to these amendments, particular financial assets with a prepayment feature, enabling the contractual party to receive or demand reasonable additional compensation for early terminations of contracts (which is considered "negative compensation" by the holder of a financial asset), are measured at amortized cost or at fair value through other comprehensive income.
Amendments were adopted by the EU on 22 March 2018 and are applicable to annual periods beginning on or after 1 January 2019. Earlier application of amendments is permitted.
The Company is examining the effects of the new standard and will apply it as it enters into force.
Amendments address an acknowledged inconsistency between IFRS 10 and IAS 28 relating to how to account for transactions in which a parent entity loses control of a subsidiary by selling it or contributing it to an associate or joint venture. Amendments clarify that an entity must recognise a full gain or loss when a sale or contribution of assets between an investor and an associate or a joint venture involves a business as defined in IFRS 3. A gain or loss from sale or contribution if the asset transferred does not contain a business must be recognised partially up to the amount of the share of unrelated investors in an associate or joint venture. The International Accounting Standards Board has deferred the effective date indefinitely. An entity opting for early adoption of these amendments must apply them to future periods.
The Company does not expect these amendments to have a significant impact on its separate financial statements.
The interpretation addresses the exchange rate for transactions that include the receipt or payment of advance consideration in a foreign currency.
It covers foreign currency transactions when an entity recognises a non-monetary asset or non-monetary liability arising from the payment or receipt of advance consideration before the entity recognises the related asset, expense or income. It does not apply when an entity measures the related asset, expense or income on initial recognition at fair value or at the fair value of the consideration received or paid at a date other than the date of initial recognition of the non-monetary asset or non-monetary liability. It also need not be applied to income taxes, insurance contracts or reinsurance contracts.
IFRIC 22 is effective for annual reporting periods beginning on or after 1 January 2018. Earlier application is permitted. The interpretation can be applied prospectively to all foreign currency assets, expenses and income in the scope of the interpretation initially
recognised on or after the beginning of the reporting period an entity first applies the interpretation in or the beginning of a prior reporting period presented as comparative information.
The Company is examining the effects of the interpretation and will apply it as it enters into force.
The interpretation is to be applied to the determination of taxable profit when there is uncertainty over income tax treatments under IAS 12 Income Taxes. The interpretation introduces guidelines for: whether uncertain income tax treatments should be considered independently or collectively; taxation authorities' examinations; the use of an appropriate method reflecting the uncertainty while also taking into account any changes to facts and circumstances.
Interpretations apply for annual periods beginning on or after 1 January 2019. Earlier application of interpretations is permitted.
The Company does not expect for these interpretations to have a significant impact on its separate financial statements.
For measurements of long term interests in associates and joint ventures owned by an entity that is a venture capital organisation, or other eligible entity, the amendments clarify that any investment in associates and joint ventures may be measured at fair value through profit or loss upon initial recognition; however, the election is made separately for each associate or joint venture. Amendments apply for annual periods beginning on or after 1 January 2018.
The Company is examining the effects of the amendments to the standard and will apply them as they enter into force.
The amendment deleted the short-term exemptions in paragraphs E3–E7 of IFRS 1, because they have now served their intended purpose. Amendment is applicable to annual periods beginning on or after 1 January 2018.
The Company does not expect these amendments to have a significant impact on its separate financial statements.
Fair value is used with available-for-sale financial assets and hedging instruments, whereas all other financial statement items are presented at cost or amortised cost.
In measuring the fair value of a non-financial asset, the Company must take into account the market participant's ability to generate economic benefits by using the asset at its highest and best use or by selling it to another market participant that would use the asset at its highest and best use.
The Company uses valuation techniques that are appropriate under the given circumstances and for which there is enough data available, mainly based on the use of appropriate market inputs and the minimum use of non-market inputs.
All assets and liabilities that are measured or disclosed at fair value in the financial statements are classified into a fair value hierarchy based on the lowest level of inputs required for measuring the total fair value:
Level 1 – quoted prices (unadjusted) in active markets for similar assets and liabilities,
Level 2 – valuation model based directly or indirectly on market data,
Level 3 – valuation model not based on market data.
At the end of each reporting period, the Company determines whether any transitions between levels occurred in the case of assets and liabilities recognised in the financial statements for previous periods by re-examining the distribution of assets, taking into account the lowest level of inputs required for measuring the total fair value.
The fair value measurement hierarchy of the Company's assets and liabilities is presented in Note 32.
| (in EUR) | 2017 | 2016 |
|---|---|---|
| Revenue generated on sales with domestic customers | 62,149,151 | 58,754,660 |
| - services | 60,716,958 | 57,284,695 |
| - goods and material | 18,020 | 38,788 |
| - rentals | 1,414,173 | 1,431,177 |
| Revenue generated on sales with foreign customers | 144,686,382 | 131,652,838 |
| - services | 144,682,781 | 131,589,237 |
| - rentals | 3,601 | 63,601 |
| Total | 206,835,533 | 190,407,498 |
The item of total revenue comprises one individual customer that exceeds 10 percent of total sales.
| (in EUR) | 2017 | 2016 |
|---|---|---|
| Other operating income | 281,718 | 244,144 |
| Reversal of provisions | 16,954 | 2,323 |
| Revaluation operating income | 264,764 | 241,821 |
| Income on sale of property, plant and equipment, and investment property |
154,605 | 30,082 |
| Collected written-off receivables and written-off liabilities | 110,159 | 211,739 |
| Other income | 1,352,707 | 907,770 |
| Compensations and damages | 453,563 | 405,969 |
| Subsidies and other income not related to services | 353,102 | 229,011 |
| Other income | 546,042 | 272,790 |
| Total | 1,634,425 | 1,151,914 |
| (in EUR) | 2017 | 2016 |
|---|---|---|
| Costs of auxiliary material | 2,083,012 | 2,316,770 |
| Cost of spare parts | 5,132,038 | 4,787,344 |
| Cost of energy | 6,918,770 | 6,047,228 |
| Cost of office stationery | 154,163 | 121,619 |
| Other cost of material | 368,427 | 357,015 |
| Total | 14,656,410 | 13,629,976 |
| (in EUR) | 2017 | 2016 |
|---|---|---|
| Port services | 30,877,371 | 25,291,457 |
| Cost of transportation | 252,564 | 265,257 |
| Cost of maintenance | 7,026,050 | 8,339,284 |
| Rentals | 382,981 | 775,734 |
| Reimbursement of labour-related costs | 331,323 | 368,411 |
| Costs of payment processing, bank charges and insurance premiums |
765,572 | 712,075 |
| Costs of intellectual and personal services | 876,301 | 734,827 |
| Advertising, trade fairs and hospitality | 1,238,507 | 1,153,061 |
| Costs of services provided by individuals not performing business activities |
341,803 | 290,062 |
| Costs of other services | ||
| Sewage and disposal services | 926,997 | 857,723 |
| Information support | 2,934,523 | 2,976,972 |
| Concession-related costs | 7,156,615 | 6,397,118 |
| Costs of other services | 1,664,703 | 2,820,037 |
| Total | 54,775,310 | 50,982,018 |
As in previous years, port services (EUR 30,877,371) account for the highest amount within cost of services. Providers of port services are subcontracted by Luka Koper to render port activities such as goods-related services (e.g. sorting, sampling, preparing pallets, protection, labelling, weighting, cleaning, reloading and other services), managing of port mechanisation and similar.
Concession-related costs increased as a result of higher operating income.
All lease arrangements are revocable and the relevant future liabilities arising thereunder are insignificant.
| (in EUR) | 2017 | 2016 |
|---|---|---|
| Wages and salaries | 31,889,905 | 30,156,877 |
| Wage compensations | 5,016,303 | 4,658,890 |
| Costs of additional pension insurance | 1,439,021 | 1,381,522 |
| Employer's contributions on employee benefits | 6,008,500 | 5,714,609 |
| Annual holiday pay, reimbursements and other costs | 3,693,346 | 3,484,164 |
| Total | 48,047,075 | 45,396,062 |
With the exception of members of the Management Board and employees under individual contracts, in December 2017, the employees received an additional average monthly salary (13th salary) for having reached the planned added value in 2017.
Other benefits awarded to employees include the payment of voluntary pension insurance premium by the employer, which has been funding the pension scheme for the 16th consecutive year.
The annual holiday pay amounted to EUR 1,150 per employee in 2017 (2016: EUR 1,100).
In 2017, no loans were granted to employees under individual contracts and to members of the Management or Supervisory Board. The Company records no receivables due from members of the Management and Supervisory Board.
| Level of education | Headcount in 2017 |
Headcount in 2016 |
|---|---|---|
| VIII/2 | 1 | 2 |
| VIII/1 | 23 | 18 |
| VII | 104 | 103 |
| VI/2 | 153 | 142 |
| VI/1 | 70 | 67 |
| V | 260 | 259 |
| IV | 228 | 220 |
| III | 13 | 13 |
| I–II | 42 | 44 |
| Total | 893 | 868 |
In the 2016 annual report, the number of employees by education was reported as at day; therefore, comparable data for 2016 has been repaired.
| (in EUR) | 2017 | 2016 |
|---|---|---|
| Depreciation of buildings | 12,778,987 | 12,414,691 |
| Depreciation of equipment and spare parts | 13,454,317 | 11,807,539 |
| Depreciation of small tools | 21,767 | 21,251 |
| Depreciation of investment property | 638,759 | 626,054 |
| Amortisation of intangible assets | 644,679 | 637,497 |
| Total | 27,538,509 | 25,507,032 |
| (in EUR) | 2017 | 2016 |
|---|---|---|
| Provisions | 15,652,295 | 905,267 |
| Impairment costs, write-offs and losses on property, plant and equipment and investment property |
3,989,166 | 1,632,731 |
| Expenses for allowances for receivables | 917,135 | 336,990 |
| Levies that are not contingent upon employee benefits expense and other types of cost |
6,670,100 | 6,711,659 |
| Donations | 161,500 | 130,030 |
| Environmental levies | 140,430 | 135,086 |
| Awards and scholarship to students inclusive of tax | 13,870 | 9,905 |
| Awards and scholarship to students | 4,400 | 6,002 |
| Other costs and expenses | 871,447 | 645,470 |
| Total | 28,420,343 | 10,513,140 |
In 2017, the Company formed additional provisions for legal liabilities amounting to EUR 15,652,295. Impairment costs, write-offs and losses on property, plant and equipment and investment property are mainly composed of Impairment of investment property at the Sežana location amounting to EUR 3,413,713.
Levies that are not contingent upon employee benefits expense and other types of cost mostly relate to the fee for the use of construction land, which in 2017 amounted to EUR 6,461,785.
Other costs and expenses mainly consist of compensations amounting to EUR 510,964 and court expenses amounting to EUR 299,225.
| (in EUR) | 2017 | 2016 |
|---|---|---|
| Finance income from shares and interests | 2,849,838 | 2,892,278 |
| Finance income from shares and interests in Group companies | 652,780 | 672,918 |
| Finance income from shares and interests in associated companies |
993,808 | 917,101 |
| Finance income from shares and interests in other companies | 1,203,250 | 1,302,259 |
| Finance income - interest | 2,219 | 16,509 |
| Interest income - Group companies | 847 | 839 |
| Interest income - other | 1,372 | 15,670 |
| Finance income from operating receivables | 121,866 | 162,203 |
| Finance income from operating receivables due from others | 121,866 | 162,203 |
| Total finance income | 2,973,923 | 3,070,990 |
| Finance expenses for investments | 0 | -100,000 |
| Finance expenses – interest | -1,504,662 | -1,897,092 |
| Interest expenses – Group companies | -175,980 | -150,311 |
| Interest expenses – associates and jointly controlled entities | 0 | -4,228 |
| Interest expenses – banks | -1,328,682 | -1,742,553 |
| Finance expenses for financial liabilities | -83,625 | -110,441 |
| Finance expenses for trade payables | -256 | -6 |
| Finance expenses for other operating liabilities | -83,369 | -110,435 |
| Total finance expenses | -1,588,287 | -2,107,533 |
Finance income from shares and interests in Group companies include profits for 2016, i.e. profits of Luka Koper INPO, d. o. o. (EUR 639,597) and Adria investicije, d. o. o. (EUR 13,183).
Finance income from shares and interests in associates refer to sharing of profits for 2016 of companies Adria Transport, d. o. o. (EUR 320,000), Adria-Tow, d. o. o. (EUR 250,000), and Avtoservis, d. o. o. (EUR 423,808).
Finance income from shares and interests in other entities refer to dividends paid under investments into securities.
Financial expenses arising on interest in 2017 amounted to EUR 1,504,662 and show a slight decline over the previous year, mainly due to lower effective interest rates.
| (in EUR) | 2017 | 2016 |
|---|---|---|
| Profit before tax | 36,417,947 | 46,499,884 |
| Income tax (19%) | 6,919,410 | 7,904,980 |
| Non-taxable income and increase in expenditure | -11,786 | -45,446 |
| Non-taxable dividends received | -549,101 | -491,307 |
| Tax incentives | -3,767,613 | -722,664 |
| Expenses not recognised for tax purposes | 670,191 | 407,663 |
| Impairment loss not recognised for tax purposes | 0 | 7,500 |
| Other reduction in the tax base | -14,017 | 0 |
| Other increase in the tax base | 27,455 | 26,301 |
| Change in tax rate | 0 | -1,168,259 |
| Total tax expense | 3,274,539 | 5,918,768 |
| Effective tax rate | 8.99% | 12.73% |
During the income tax calculation, the Company observed provisions of the Corporate Income Tax Act. The total tax expense comprises the income tax and deferred taxes recognised in the income statement. The largest share of tax incentives includes investments in plant and equipment.
| (in EUR) | 31 Dec 2017 | 31 Dec 2016 |
|---|---|---|
| Net profit for the period | 33,143,408 | 40,581,116 |
| Total number of shares | 14,000,000 | 14,000,000 |
| Number of ordinary shares | 14,000,000 | 14,000,000 |
| Basic and diluted earnings per share | 2.37 | 2.90 |
Net earnings per share were calculated by dividing the net operating profit with the weighted average number of ordinary shares in issue during the year.
Following the conversion of all preference shares, the Company's registered capital consists solely of ordinary shares. Accordingly, the diluted earnings per share equal the basic earnings per share.
| (in EUR) | 31 Dec 2017 | 31 Dec 2016 |
|---|---|---|
| Land | 15,117,508 | 15,086,203 |
| Buildings | 245,729,683 | 226,377,007 |
| Plant and machinery | 91,568,985 | 52,370,362 |
| Property, plant and equipment being acquired and advances given | 15,401,963 | 64,761,135 |
| Total | 367,818,139 | 358,594,707 |
None of Company's items of property, plant and equipment were pledged as collateral or held under a finance lease.
The cost of the property, plant and equipment in use, of which the carrying value as at 31 December 2017 equalled zero, is recorded at EUR 248,193,244 (31 December 2016: EUR 225,769,504).
As at 31 December 2017, the outstanding trade payables to suppliers of items of property, plant and equipment amounted to EUR 4,541,819 (31 December 2016: EUR 6,859,931).
The item of assets being acquired includes advances given for acquiring property, plant and equipment. As at the reporting date, they were recorded at EUR 79,988 (31 December 2016: 26,461,875).
In 2017, total investments amounted to EUR 36,661,385. Company's largest investments comprise:
In 2017, the Company found no material indication of required impairment to be carried out with respect to the assets. Write-offs occurred with regard to a damaged crane on the dry bulk cargo terminal, and with regard to property, plant and equipment due to necessary refurbishment and obsolete equipment.
Write-offs are recognised among costs for impairment, write-offs and losses on sale of property, plant and equipment and investment property (Note 7).
| Movements in property, plant and equipment for 2017 | |||||
|---|---|---|---|---|---|
| (in EUR) | Land | Buildings | Plant and equipment |
Assets being acquired |
Total |
|---|---|---|---|---|---|
| Cost | |||||
| Balance at 31 Dec 2016 | 15,086,203 | 442,253,826 | 255,502,984 | 64,761,135 | 777,604,148 |
| Additions | 31,285 | 0 | 0 | 36,630,100 | 36,661,385 |
| Transfer from investments in progress | 20 | 31,988,806 | 53,424,745 | -85,413,571 | 0 |
| Disposals, write-offs | 0 | -82,475 | -16,096,389 | 0 | -16,178,864 |
| Transfer to intangible assets | 0 | 0 | -11,408 | 0 | -11,408 |
| Transfer from intangible assets | 0 | 714,261 | 0 | 0 | 714,261 |
| Transfer to investment property | 0 | 0 | 0 | -601,364 | -601,364 |
| Reclassifications within property, plant and equipment | 0 | 192,678 | -218,341 | 25,663 | 0 |
| Balance at 31 Dec 2017 | 15,117,508 | 475,067,096 | 292,601,591 | 15,401,963 | 798,188,158 |
| Accumulated depreciation | |||||
| Balance at 31 Dec 2016 | 0 | 215,876,819 | 203,132,622 | 0 | 419,009,441 |
| Depreciation | 0 | 12,778,987 | 13,476,084 | 0 | 26,255,071 |
| Disposals, write-offs | 0 | -47,543 | -15,557,291 | 0 | -15,604,834 |
| Transfer to intangible assets | 0 | 0 | -3,920 | 0 | -3,920 |
| Transfer from intangible assets | 0 | 714,261 | 0 | 0 | 714,261 |
| Reclassifications within property, plant and equipment | 0 | 14,889 | -14,889 | 0 | 0 |
| Balance at 31 Dec 2017 | 0 | 229,337,413 | 201,032,606 | 0 | 430,370,019 |
| Carrying amount | |||||
| Balance at 31 Dec 2016 | 15,086,203 | 226,377,007 | 52,370,362 | 64,761,135 | 358,594,707 |
| Balance at 31 Dec 2017 | 15,117,508 | 245,729,683 | 91,568,985 | 15,401,963 | 367,818,139 |
| (in EUR) | Plant and | Assets being |
|||
|---|---|---|---|---|---|
| Cost | Land | Buildings | equipment | acquired | Total |
| Balance at 31 Dec 2015 | 7,276,705 | 425,901,404 | 249,042,403 | 37,846,116 | 720,066,628 |
| Additions | 0 | 0 | 0 | 60,223,062 | 60,223,062 |
| Transfer from investments in progress | 7,809,498 | 16,952,885 | 6,842,017 | -31,604,400 | 0 |
| Disposals | 0 | -578,557 | -465,333 | -3,726 | -1,047,616 |
| Write-offs | 0 | 0 | 0 | -1,409,142 | -1,409,142 |
| Impairment | 0 | 0 | 0 | -140,000 | -140,000 |
| Transfer to intangible assets | 0 | 0 | 0 | -37,472 | -37,472 |
| Transfer from intangible assets | 0 | 0 | 56,329 | 0 | 56,329 |
| Transfer to investment property | 0 | -117 | 0 | -113,303 | -113,420 |
| Transfer from investment property | 0 | 5,779 | 0 | 0 | 5,779 |
| Reclassifications within property, plant and equipment | 0 | -27,568 | 27,568 | 0 | 0 |
| Balance at 31 Dec 2016 | 15,086,203 | 442,253,826 | 255,502,984 | 64,761,135 | 777,604,148 |
| Accumulated depreciation | |||||
| Balance at 31 Dec 2015 | 0 | 203,997,363 | 191,735,613 | 0 | 395,732,976 |
| Depreciation | 0 | 12,414,691 | 11,828,790 | 0 | 24,243,481 |
| Disposals | 0 | -508,633 | -459,086 | 0 | -967,719 |
| Transfer to investment property | 0 | -99 | 0 | 0 | -99 |
| Transfer from investment property | 0 | 802 | 0 | 0 | 802 |
| Reclassifications within property, plant and equipment | 0 | -27,305 | 27,305 | 0 | 0 |
| Balance at 31 Dec 2016 | 0 | 215,876,819 | 203,132,622 | 0 | 419,009,441 |
| Carrying amount | |||||
| Balance at 31 Dec 2015 | 7,276,705 | 221,904,041 | 57,306,790 | 37,846,116 | 324,333,652 |
| Balance at 31 Dec 2016 | 15,086,203 | 226,377,007 | 52,370,362 | 64,761,135 | 358,594,707 |
| (in EUR) | 31 Dec 2017 | 31 Dec 2016 |
|---|---|---|
| Investment property - land | 14,747,020 | 18,160,734 |
| Investment property - buildings | 11,720,375 | 11,757,770 |
| Total | 26,467,395 | 29,918,504 |
The item of investment property includes land and buildings leased out, and properties that increase the value of the non-current investment. Investment properties are valued by using the cost model.
| (in EUR) | 2017 | 2016 |
|---|---|---|
| Rental income on investment property | 1,366,177 | 1,084,074 |
| Depreciation of investment property | 638,759 | 626,054 |
Investment properties are not pledged as collateral.
Fair value of investment property as at 31 December 2017 amounted to EUR 27,920,395.
Fair value of investment property was assessed on the basis of valuation, based on the value the buyer is willing to pay, and by means of estimated total value of expected future cash flows generated through renting.
During periodic verification of fair value of investment property based on valuation, impairment of land in the Sežana municipality was implemented in 2017. Valuation was carried out by a registered property valuer. All property valuation methods were verified during value assessment, i.e. the sales comparison approach, the income approach, and the cost approach. The income approach was chosen for purposes of valuation and ensuring the quality of information.
Impairment of investment property was recognised among costs for impairment, write-offs and losses on sale of property, plant and equipment and investment property (Note 7).
| (in EUR) | |||
|---|---|---|---|
| Land | Buildings | Total | |
| Cost | |||
| Balance at 31 Dec 2016 | 18,160,734 | 19,888,603 | 38,049,337 |
| Transfer from investments in course of construction | 0 | 601,364 | 601,364 |
| Impairment charge | -3,413,713 | 0 | -3,413,713 |
| Balance at 31 Dec 2017 | 14,747,021 | 20,489,967 | 35,236,988 |
| Accumulated depreciation | |||
| Balance at 31 Dec 2016 | 0 | 8,130,833 | 8,130,833 |
| Depreciation | 0 | 638,760 | 638,760 |
| Balance at 31 Dec 2017 | 0 | 8,769,593 | 8,769,593 |
| Carrying amount | |||
| Balance at 31 Dec 2016 | 18,160,734 | 11,757,770 | 29,918,504 |
| Balance at 31 Dec 2017 | 14,747,021 | 11,720,374 | 26,467,395 |
| (in EUR) | |||
|---|---|---|---|
| Land | Buildings | Total | |
| Cost | |||
| Balance at 31 Dec 2015 | 18,160,734 | 19,802,947 | 37,963,681 |
| Transfer from investments in course of construction | 0 | 113,303 | 113,303 |
| Disposals, write-offs | 0 | -21,985 | -21,985 |
| Transfer to property, plant and equipment | 0 | -5,779 | -5,779 |
| Transfer from intangible assets | 0 | 117 | 117 |
| Balance at 31 Dec 2016 | 18,160,734 | 19,888,603 | 38,049,337 |
| Accumulated depreciation | |||
| Balance at 31 Dec 2015 | 0 | 7,517,725 | 7,517,725 |
| Depreciation | 0 | 626,054 | 626,054 |
| Disposals, write-offs | 0 | -12,243 | -12,243 |
| Transfer to property, plant and equipment | 0 | -802 | -802 |
| Transfer from property, plant and equipment | 0 | 99 | 99 |
| Balance at 31 Dec 2016 | 0 | 8,130,833 | 8,130,833 |
| Carrying amount | |||
| Balance at 31 Dec 2015 | 18,160,734 | 12,285,222 | 30,445,956 |
| Balance at 31 Dec 2016 | 18,160,734 | 11,757,770 | 29,918,504 |
In Luka Koper, d. d., intangible assets comprise industrial property rights and other rights such as computer software, information systems and development-related projects and programmes. At the year-end of 2017, intangible assets amounted to EUR 3,122,833 (31 December 2016: EUR 3,761,498).
The cost of intangible assets in use, of which the carrying value as at 31 December 2017 equalled zero, is recorded at EUR 6,078,928 (31 December 2016: EUR 6,829,230).
As at 31 December 2017, the Company recorded no payables to suppliers for intangible assets (31 December 2016: EUR 21,110).
Intangible assets were not pledged as collateral as at 31 December 2017.
The difference between the cost and value adjustment for intangible assets written off was recognised among costs for impairment, write-offs and losses on sale of property, plant and equipment and investment property (Note 7).
| Industrial | Intangible | ||
|---|---|---|---|
| (in EUR) | property and other rights |
assets being acquired |
Total |
| Cost | |||
| Balance at 31 Dec 2016 | 13,247,083 | 149,237 | 13,396,320 |
| Transfer from investments in course of construction | 97,250 | -97,250 | 0 |
| Disposals, write-offs | -40,242 | 0 | -40,242 |
| Transfer from property, plant and equipment | 11,408 | 0 | 11,408 |
| Transfer to property, plant and equipment | -714,261 | 0 | -714,261 |
| Balance at 31 Dec 2017 | 12,601,238 | 51,987 | 12,653,225 |
| Accumulated depreciation | |||
| Balance at 31 Dec 2016 | 9,634,822 | 0 | 9,634,822 |
| Depreciation | 644,680 | 0 | 644,680 |
| Disposals, write-offs | -38,769 | 0 | -38,769 |
| Transfer from property, plant and equipment | 3,920 | 0 | 3,920 |
| Transfer to property, plant and equipment | -714,261 | 0 | -714,261 |
| Balance at 31 Dec 2017 | 9,530,392 | 0 | 9,530,392 |
| Carrying amount | |||
| Balance at 31 Dec 2016 | 3,612,261 | 149,237 | 3,761,498 |
| Balance at 31 Dec 2017 | 3,070,846 | 51,987 | 3,122,833 |
| (in EUR) | Industrial property and other rights |
Intangible assets being acquired |
Total |
|---|---|---|---|
| Cost | |||
| Balance at 31 Dec 2015 | 14,638,714 | 306,030 | 14,944,744 |
| Additions | 0 | 90,854 | 90,854 |
| Transfer from investments in course of construction | 191,318 | -191,318 | 0 |
| Disposals, write-offs | -1,620,422 | 0 | -1,620,422 |
| Transfer from property, plant and equipment | 37,473 | 0 | 37,473 |
| Transfer to property, plant and equipment | 0 | -56,329 | -56,329 |
| Balance at 31 Dec 2016 | 13,247,083 | 149,237 | 13,396,320 |
| Accumulated depreciation | |||
| Balance at 31 Dec 2015 | 10,617,747 | 0 | 10,617,747 |
| Depreciation | 637,497 | 0 | 637,497 |
| Disposals, write-offs | -1,620,422 | 0 | -1,620,422 |
| Balance at 31 Dec 2016 | 9,634,822 | 0 | 9,634,822 |
| Carrying amount | |||
| Balance at 31 Dec 2015 | 4,020,967 | 306,030 | 4,326,997 |
| Balance at 31 Dec 2016 | 3,612,261 | 149,237 | 3,761,498 |
As at 31 December 2017, investments in subsidiaries amounted to EUR 4,533,063. No changes were recorded in 2017 with respect to investments in subsidiaries.
Investments in subsidiaries are not pledged as collateral.
Detailed presentation of transactions with subsidiaries is provided in Note 31 of this report.
| (in EUR) | Equity interest |
Investments at 31 Dec 2017 |
Revenue at 2017 |
Profit or loss at 2017 |
No. of employees 31 Dec 2017 |
|---|---|---|---|---|---|
| Subsidiaries: | |||||
| Luka Koper INPO, d. o. o. | 100% | 1,336,288 | 9,232,883 | 860,709 | 153 |
| Luka Koper Pristan, d. o. o. | 100% | 485,000 | 740,292 | 35,275 | 4 |
| Adria Terminali, d. o. o. | 100% | 226,000 | 2,274,688 | 413,723 | 21 |
| Adria Investicije, d. o. o. | 100% | 1,775,775 | 40,186 | 13,044 | 0 |
| Logis Nova, d. o. o. | 100% | 710,000 | 19,838 | -2,758,575 | 0 |
| TOC, d. o. o. | 68.13% | 0 | 419,261 | 66,739 | 4 |
| (in EUR) | Equity interest | Investments at 31 Dec 2017 |
Investments at 31 Dec 2016 |
|---|---|---|---|
| Associates: | |||
| Adriafin d. o. o. | 50% | 5,986,104 | 5,986,104 |
| Adria Tow, d. o. o. | 50% | 159,842 | 159,842 |
| Adria Transport, d. o. o. | 50% | 450,000 | 450,000 |
| Avtoservis, d. o. o. | 49% | 141,764 | 141,764 |
| Golf Istra - v stečaju, d. o. o. | 20% | 0 | 0 |
| Total | 6,737,709 | 6,737,709 |
Shares and interests in associates are not pledged as collateral.
Bankruptcy proceedings against Golf Istra - v stečaju, d. o. o., which was 20 percent owned by the Company, ended on 6 January 2017. The Company had previously formed a value adjustment for the total value of the investment.
| (in EUR) | 31 Dec 2017 | 31 Dec 2016 |
|---|---|---|
| Other investments measured at cost | 928,827 | 928,827 |
| Other investments measured at fair value through equity | 29,570,757 | 26,410,036 |
| Total | 30,499,584 | 27,338,863 |
Other non-current investment primarily comprise investments in securities and equity interests. Investments in securities include investments in shares in Krka, d. d. and Intereuropa, d. d., whose value as at 31 December 2017 was EUR 27,644,186, and mutual funds, whose value was EUR 1,926,571.
Other investments measured at cost refer to investments in other companies, where the Company's equity interest is less than 20 percent.
| (in EUR) | 2017 | 2016 |
|---|---|---|
| Balance at 1 Jan | 27,338,863 | 31,677,981 |
| Increase | ||
| Revaluation to fair value through equity | 3,160,721 | 0 |
| Decrease | ||
| Payout | 0 | -26,028 |
| Impairment | 0 | -100,000 |
| Revaluation to fair value through equity | 0 | -4,213,090 |
| Balance at 31 Dec | 30,499,584 | 27,338,863 |
The increase in other non-current investments is due to the change in the fair value of investments in securities-
Other non-current investments are not pledged as collateral.
| Receivables | Liabilities | ||||
|---|---|---|---|---|---|
| (in EUR) | 31 Dec 2017 | 31 Dec 2016 | 31 Dec 2017 | 31 Dec 2016 | |
| Deferred tax assets and liabilities relating to: |
|||||
| impairment of investments in subsidiaries |
415,238 | 572,368 | 0 | 0 | |
| impairment of investments in associates |
0 | 17,575 | 0 | 0 | |
| impairment of other investments and deductible temporary differences arising on securities |
9,329,990 | 9,334,430 | 2,555,213 | 1,954,676 | |
| financial instruments | 18,875 | 79,776 | 0 | 0 | |
| allowances for trade receivables | 359,877 | 225,729 | 0 | 0 | |
| provisions for retirement benefits | 251,092 | 318,854 | 0 | 0 | |
| provisions for jubilee premiums | 51,462 | 50,502 | 0 | 0 | |
| non-current accrued costs and deferred income for public utility services |
453,983 | 453,983 | 0 | 0 | |
| Total | 10,880,517 | 11,053,217 | 2,555,213 | 1,954,676 | |
| Off-set with deferred tax liabilities relating to impairment of other investments and deductible temporary differences arising on securities |
-2,555,213 | -1,954,676 | -2,555,213 | -1,954,676 | |
| Total | 8,325,304 | 9,098,541 | 0 | 0 |
Deferred tax assets represent deductible temporary differences arising on securities, noncurrent investments, interest rate hedging, impairment of receivables, provisions for retirement benefits and jubilee premiums, and deferred income from public utility services. In 2017, deferred taxes decreased the operating result by EUR 122,833, as compared to an increase of EUR 1,174,474 in the preceding year, which was mostly due to the changed tax rate.
As at the 31 December 2017, the Company conducted an off-set of its deferred tax liabilities with receivables in the amount of EUR 2,555,213 (31 December 2016: EUR 1,954,676).
| Receivables | Liabilities | ||||||
|---|---|---|---|---|---|---|---|
| Balance at 31 Dec 2016 |
Recognised in the income statement |
Recognised in the statement of other comprehensi ve income |
Balance at 31 Dec 2017 |
Balance at 31 Dec 2016 |
Recognised in the statement of other comprehen sive income |
Balance at 31 Dec 2017 |
|
| Deferred tax assets and liabilities relating to: | |||||||
| impairment of investments in subsidiaries | 572,368 | -157,130 | 0 | 415,238 | 0 | 0 | 0 |
| impairment of investments in associates | 17,575 | -17,575 | 0 | 0 | 0 | 0 | 0 |
| impairment of other investments and deductible temporary differences arising on securities |
9,334,430 | -4,441 | 0 | 9,329,987 | 1,954,676 | 600,537 | 2,555,213 |
| financial instruments | 79,776 | 0 | -60,900 | 18,876 | 0 | 0 | 0 |
| allowances for trade receivables | 225,729 | 134,149 | 0 | 359,878 | 0 | 0 | 0 |
| provisions for retirement benefits | 318,854 | -78,796 | 11,035 | 251,093 | 0 | 0 | 0 |
| provisions for jubilee premiums | 50,502 | 960 | 0 | 51,462 | 0 | 0 | 0 |
| non-current accrued costs and deferred income for public utility services |
453,983 | 0 | 0 | 453,983 | 0 | 0 | 0 |
| Total | 11,053,217 | -122,833 | -49,865 | 10,880,518 | 1,954,676 | 600,537 | 2,555,213 |
| Off-set with deferred tax liabilities relating to impairment of other investments and deductible temporary differences arising on securities |
-1,954,676 | 0 | -600,537 | -2,555,213 | -1,954,676 | -600,537 | -2,555,213 |
| Deferred tax assets in the statement of financial position |
9,098,541 | -122,833 | -650,402 | 8,325,304 | 0 | 0 | 0 |
| Receivables | Liabilities | ||||||
|---|---|---|---|---|---|---|---|
| Balance at 31 Dec 2015 |
Recognised in the income statement |
Recognised in the statement of other comprehensive income |
Balance at 31 Dec 2016 |
Balance at 31 Dec 2015 |
Recognised in the statement of other comprehensive income |
Balance at 31 Dec 2016 |
|
| Deferred tax assets and liabilities relating to: | |||||||
| impairment of investments in subsidiaries | 512,122 | 60,246 | 0 | 572,368 | 0 | 0 | 0 |
| impairment of investments in associates | 15,725 | 1,850 | 0 | 17,575 | 0 | 0 | 0 |
| impairment of other investments and deductible temporary differences arising on securities |
8,310,762 | 990,879 | 32,788 | 9,334,428 | 2,432,357 | -477,682 | 1,954,675 |
| financial instruments | 176,375 | 0 | -96,599 | 79,776 | 0 | 0 | 0 |
| allowances for trade receivables | 192,372 | 33,357 | 0 | 225,729 | 0 | 0 | 0 |
| provisions for retirement benefits | 273,623 | 36,934 | 8,297 | 318,854 | 0 | 0 | 0 |
| provisions for jubilee premiums | 44,186 | 6,316 | 0 | 50,502 | 0 | 0 | 0 |
| non-current accrued costs and deferred income for public utility services |
409,091 | 44,893 | 0 | 453,984 | 0 | 0 | 0 |
| Total | 9,934,256 | 1,174,475 | -55,514 | 11,053,216 | 2,432,357 | -477,682 | 1,954,675 |
| Off-set with deferred tax liabilities relating to impairment of other investments and deductible temporary differences arising on securities |
-2,432,357 | 0 | 477,682 | -1,954,675 | -2,432,357 | 477,682 | -1,954,675 |
| Deferred tax assets in the statement of financial position | 7,501,899 | 1,174,475 | 422,168 | 9,098,541 | 0 | 0 | 0 |
As at 31 December 2017, inventories are recorded at EUR 1,037,066 (31 December 2016: EUR 809,467). A larger portion thereof relates to maintenance material and spare parts, as well as to overhead-related material and auxiliary material.
| (in EUR) | 31 Dec 2017 | 31 Dec 2016 |
|---|---|---|
| Current trade receivables: | ||
| domestic market | 16,581,025 | 16,874,155 |
| foreign markets | 18,273,278 | 10,610,265 |
| Current operating receivables due from Group companies | 363,927 | 50,291 |
| Current operating receivables due from associates | 55,902 | 44,443 |
| Current trade receivables | 35,274,132 | 27,579,154 |
| Current receivables due from dividends | 0 | 50,000 |
| Advances and collaterals given | 94,103 | 4,083 |
| Current receivables related to finance income | 0 | 2,246 |
| Receivables due from the state | 1,596,594 | 2,506,533 |
| Other current receivables | 72,904 | 125,106 |
| Trade receivables | 37,037,733 | 30,267,122 |
| Short-term deferred costs and expenses | 540,338 | 371,498 |
| Accrued income | 442,986 | 376,958 |
| Other receivables | 983,324 | 748,456 |
| Total | 38,021,057 | 31,015,578 |
With most trade receivables, the Company has an option to enforce a legal lien over the stored goods in its possession.
The Company checks its overdue receivables pursuant to the accounting manual, and regularly forms related allowances should it be highly likely that repayment is not possible. Irrespective of maturity, the Company also forms allowances for receivables, with regard to which risk has been assessed of not being repaid.
In 2017, the Company formed allowances for receivables in the amount of EUR 913,345 and eliminated the allowance for collected written-off receivables amounting to EUR 109,812.
At 31 December 2017, no receivables were due from members of the Management Board or the Supervisory Board.
For the purpose of collateralising a bank loan that as at 31 December 2017 amounted to EUR 2,900,000, the Company signed a contract on assigning receivables. As of the reporting date, these receivables amounted to EUR 266,230.
Other receivables include short-term accrued income in the amount of EUR 232,125 which refers to income arising on expenses for European development projects, co-financed by European institutions, and short-term deferred costs in the amount of EUR 540,338.
From 1 January 2017, the Company has recorded costs related to a loan under short-term deferred costs. The Company thus ensures that the borrowings are managed by observing the effective interest rate principal, hence any expenses related to an individual borrowing are deferred upon accrual among non-current liabilities and thereupon reversed on a monthly basis until the date of maturity. In this respect, the amount of EUR 118,797 was recorded among short-term deferred costs as at 31 December 2017.
Note: the amount comprises trade receivables due from subsidiaries and associates, and interest receivables.
| (in EUR) | 2017 | 2016 |
|---|---|---|
| Balance at 1 January | 2,234,658 | 2,179,891 |
| Increase: | ||
| Formation of allowances | 913,345 | 336,990 |
| Decrease: | ||
| Collected receivables written off | -109,812 | -211,121 |
| Final write-off of receivables | -96,350 | -71,102 |
| Balance at 31 December | 2,941,841 | 2,234,658 |
| (in EUR) | 31 Dec 2017 | 31 Dec 2016 |
|---|---|---|
| Cash in hand | 51 | 46 |
| Bank balances | 28,202,538 | 983,259 |
| Total | 28,202,589 | 983,305 |
The share capital of Luka Koper, d. d. in the amount of EUR 58,420,965 consists of 14,000,000 shares that are freely transferable. The nominal value of a share is EUR 4.17.
The Company records legal reserves in the amount of at least 10 percent of share capital as required by the Companies Act (ZGD-1). Legal reserves and share premium are not included in the accumulated profit and are not subject to distribution. The Company has no statutory reserves, as they are not envisaged under the Articles of Association. On a proposal of the Management Board, the Company, pursuant to Article 230 (3) of the Companies Act, formed at the year-end of 2017 additional other revenue reserves in the amount of a half of net profit or loss, which equalled EUR 16,571,704.
| (in EUR) | 31 Dec 2017 | 31 Dec 2016 |
|---|---|---|
| Share premium | 89,562,703 | 89,562,703 |
| Legal reserves | 18,765,115 | 18,765,115 |
| Other revenue reserves | 126,842,241 | 110,270,537 |
| Total | 235,170,059 | 218,598,355 |
At the year-end of 2017, reserves arising on valuation at fair value with respect to the valuation of investments measured at fair value, valuation of hedging instruments measured at fair value, and with respect to unrealised actuarial gains and losses, amounted to EUR 12,229,708. After deducting deferred taxes, they are recorded at EUR 9,799,716.
Retained earnings consist of the unappropriated portion of the net profit for the period, which as at 31 December 2017 amounted to EUR 16,571,704, and net profit brought forward that was recorded at EUR 690,207.
The Management and Supervisory Board proposed to the Shareholders' Meeting to appropriate the accumulated profit, which as at 31 December 2016 amounted to EUR 20,321,603, as follows
During the 28th Shareholders' Meeting of Luka Koper on 30 June 2017, a counter-proposal filed by SDH, d. d, was voted through, according to which the accumulated profit is to be appropriated as follows:
The statement of accumulated profit for the financial year 2017 and the proposal for its distribution are provided in Section 21, 'Statement of accumulated profit'.
| (in EUR) | 31 Dec 2017 | 31 Dec 2016 |
|---|---|---|
| Provisions for retirement benefits and jubilee premiums | 3,184,782 | 2,884,673 |
| Provisions for legal disputes | 17,032,786 | 1,380,491 |
| Total | 20,217,568 | 4,265,164 |
In 2017, the Company formed additional provisions for termination benefits and jubilee premiums amounting to EUR 444,822. Based on actuarial calculation, the unrealised actuarial loss from the current and preceding year with respect to termination benefits amounting to EUR 136,515 was recorded in other comprehensive income. The Company recognised in the income statement the current service cost with respect to termination benefits and jubilee premiums in the amount of EUR 265,185, and the interest cost amounting to EUR 49,041. In 2017, payments under jubilee premiums and termination benefits amounted to EUR 144,713.
Additional provisions were formed in 2017 for legal liabilities amounting to EUR 15,652,295. Pursuant to Article 92 of IAS 37 — Provisions, Contingent Liabilities and Contingent Assets, the Company does not disclose information on legal commitments, since their disclosure would form a judgement on the position of the Company in a dispute with other parties.
| Total | |||||
|---|---|---|---|---|---|
| (in EUR) | Termination | Jubilee | postemployment | Claims and | |
| benefits | premiums | benefits | damages | Total | |
| Balance at 31 Dec 2016 | 2,353,073 | 531,600 | 2,884,673 | 1,380,491 | 4,265,164 |
| Movement: | |||||
| Formation | 357,128 | 70,740 | 427,868 | 15,652,295 | 16,080,163 |
| Use | -80,661 | -64,052 | -144,713 | 0 | -144,713 |
| Reversal | 13,535 | 3,419 | 16,954 | 0 | 16,954 |
| Balance at 31 Dec 2017 | 2,643,075 | 541,707 | 3,184,782 | 17,032,786 | 20,217,568 |
| (in EUR) | Termination benefits |
Jubilee premiums |
Total postemployment benefits |
Claims and damages |
Total |
|---|---|---|---|---|---|
| Balance at 31 Dec 2015 | 2,195,397 | 519,832 | 2,715,229 | 475,224 | 3,190,453 |
| Movement: | |||||
| Formation | 233,423 | 82,088 | 315,511 | 905,267 | 1,220,778 |
| Use | -75,747 | -70,320 | -146,067 | 0 | -146,067 |
| Balance at 31 Dec 2016 | 2,353,073 | 531,600 | 2,884,673 | 1,380,491 | 4,265,164 |
| (in EUR) | 31 Dec 2017 | 31 Dec 2016 |
|---|---|---|
| Non-current deferred income for regular maintenance | 13,693,827 | 7,987,214 |
| Non-current deferred income | 4,472,390 | 4,347,505 |
| Total | 18,166,217 | 12,334,719 |
Pursuant to the Concession Agreement, Luka Koper, d. d. records deferred income on regular maintenance as non-current deferred income since it has the right and obligation to collect port dues, which serve as income intended to cover the costs of performing public utility services of regularly maintaining the port infrastructure intended for public transport. With respect to any annual surplus of revenue over costs, the Company forms non-current deferred income for covering the costs of public utility services relating to regular maintenance of the port infrastructure in the coming years. In the event that costs exceeded the revenue, the Company would be utilising non-current deferred income.
Non-current deferred income refers to received EU funds, which are drawn in accordance with the assets' useful life.
| (in EUR) | Non-current deferred income for regular maintenance |
Nonrefundable grants received |
Total |
|---|---|---|---|
| Balance at 31 Dec 2016 | 7,987,214 | 4,347,505 | 12,334,719 |
| Movement: | |||
| Formation | 5,706,613 | 1,290,955 | 6,997,568 |
| Transfer from other liabilities | 0 | 22,535 | 22,535 |
| Transfer to other liabilities | 0 | -1,110,728 | -1,110,728 |
| Use | 0 | -77,877 | -77,877 |
| Balance at 31 Dec 2017 | 13, 693,827 | 4,472,390 | 18,166,217 |
| (in EUR) | Non-current deferred income for regular maintenance |
Nonrefundable grants received |
Total |
|---|---|---|---|
| Balance at 31 Dec 2015 | 7,823,250 | 3,034,711 | 10,857,961 |
| Movement: | |||
| Formation | 163,964 | 2,291,152 | 2,455,116 |
| Transfer to other liabilities | 0 | -924,798 | -924,798 |
| Use | 0 | -53,560 | -53,560 |
| Balance at 31 Dec 2016 | 7,987,214 | 4,347,505 | 12,334,719 |
| (in EUR) | 31 Dec 2017 | 31 Dec 2016 |
|---|---|---|
| Non-current financial liabilities to Group companies | 16,000,000 | 16,000,000 |
| Non-current borrowings from banks in Slovenia | 71,419,979 | 66,383,117 |
| Non-current borrowings from banks abroad | 29,262,295 | 31,517,622 |
| Total | 116,682,274 | 113,900,739 |
Non-current financial liabilities to Group companies remained at the same level as the previous year. These liabilities refer to a borrowing from the subsidiary Luka Koper INPO, d. o. o. All borrowings among Group companies have their tax acknowledged related-party interest rate defined in the loan contracts.
As at the balance sheet date, non-current borrowings from banks amounted to EUR 100,682,274, and have thus increased by 2.8 percent or EUR 2,781,535 as compared to the year-end of 2016. The difference comprises the net effect of the final absorption of a loan taken with a commercial bank in the previous year, and the transfer of a part of liabilities to current borrowings. All bank borrowings are subject to the variable interest rate.
The largest borrowing is hedged against interest rate risk by means of an interest rate swap. As at 31 December 2017, the total amount of the hedged borrowing is recorded at EUR 31,557,377. Further details on the relevant interest rate hedging are provided in Note 32 Financial instruments and financial risk management, in the section 'Management of interest rate risk'.
All non-current loans are repaid according to a predetermined schedule. For some of the loans, the Company was granted a moratorium on the payment of the principal. All liabilities from non-current borrowings from banks are collateralised with blank bills of exchange and financial covenants, whereby one borrowing is collateralised with assignment of receivables. The Company complies with all financial covenants under the loan agreements. Up to 31 December 2016 inclusive, the item of borrowings also comprised the costs of loan approval, which were reducing the balance of the borrowings received. From 1 January 2017, deferred costs have been transferred to current deferred costs under other receivables. The Company thus ensures that the borrowings are managed by observing the effective interest rate, hence any expenses related to an individual borrowing are deferred upon accrual among current liabilities and thereupon reversed on a monthly basis. Accordingly, deferred costs referring to current liabilities for loans received amounted to EUR 118,797 as at 31 December 2017, whereas in 2016 such costs amounted to EUR 141,935 and were reducing the actual balance of loan principals at the year-end.
| Lender | |||
|---|---|---|---|
| (in EUR) | Group companies | Banks | Total |
| Balance at 31 Dec 2016 | 16,000,000 | 97,900,739 | 113,900,739 |
| New borrowings | 0 | 18,700,000 | 18,700,000 |
| Reclassifications | 0 | 141,935 | 141,935 |
| Transfer to current borrowings – the portion that matures within 1 year |
0 | -16,060,400 | -16,060,400 |
| Balance at 31 Dec 2017 | 16,000,000 | 100,682,274 | 116,682,274 |
| Lender | |||
|---|---|---|---|
| (in EUR) | Group companies | Banks | Total |
| Balance at 31 Dec 2015 | 10,000,000 | 100,354,822 | 110,354,822 |
| Transfer from current borrowings | 6,000,000 | 9,300,000 | 15,300,000 |
| Deferred costs of approval | 0 | 7,648 | 7,648 |
| Transfer to current borrowings – the portion that matures within 1 year |
0 | -11,761,731 | -11,761,731 |
| Balance at 31 Dec 2016 | 16,000,000 | 97,900,739 | 113,900,739 |
| (in EUR) | Currency of loan |
Interest rate | Date of maturity | Approved principal amount |
Principal at 31 Dec 2017 |
|---|---|---|---|---|---|
| Loans A | EUR | 1.095 to 1.108 | 31 Dec 2021 | 16,000,000 | 16,000,000 |
| Loans B | EUR | Euribor3m + from 0.650 to 2.500 |
from 30 Sep 2018 to 21 Jul 2031 |
123,000,000 | 79,314,102 |
| Loans C | EUR | Euribor6m + from 1.550 to 2.000 |
from 30 Jun 2018 to 14 Apr 2025 |
50,000,000 | 37,428,571 |
| Total | 189,000,000 | 132,742,673 | |||
| - whereof current portion | 16,060,399 |
| (in EUR) | Currency of loan |
Interest rate | Date of maturity | Approved principal amount |
Principal at 31 Dec 2016 |
|---|---|---|---|---|---|
| Loans A | EUR | 1.095 to 1.108 | 31 Dec 2021 | 16,000,000 | 16,000,000 |
| Loans B | EUR | Euribor3m + from 0.650 to 2.500 |
from 30 Sep 2018 to 21 Jul 2031 |
123,000,000 | 67,518,691 |
| Loans C | EUR | Euribor6m + from 1.550 to 2.000 |
from 30 Jun 2018 to 14 Apr 2025 |
50,000,000 | 42,285,714 |
| Total | 189,000,000 | 125,804,405 | |||
| - whereof current portion | 11,761,732 |
| (in EUR) | Principal at 31 Dec 2017 |
2018 | 2019 | 2020 | 2021 | 2022 | Period 2023–2032 |
|---|---|---|---|---|---|---|---|
| Balance of bank loan principals by maturity |
132,742,673 | 16,060,399 | 16,004,399 | 17,898,602 | 26,652,225 | 10,652,225 | 45,474,824 |
| Expected interest | 5,578,019 | 1,384,618 | 1,141,323 | 928,901 | 773,465 | 477,899 | 871,811 |
| Total | 138,320,692 | 17,445,017 | 17,145,722 | 18,827,503 | 27,425,690 | 11,130,124 | 46,346,636 |
| (in EUR) | Principal at 31 Dec 2016 |
2017 | 2018 | 2019 | 2020 | 2021 | Period 2022–2032 |
|---|---|---|---|---|---|---|---|
| Balance of bank loan principals by maturity |
109,804,405 | 11,761,732 | 16,060,399 | 16,004,399 | 17,898,602 | 7,702,225 | 40,377,049 |
| Expected interest | 5,834,316 | 1,378,841 | 1,224,865 | 952,547 | 675,464 | 484,349 | 1,118,250 |
| Total | 115.638.721 | 13,140,573 | 17,285,264 | 16,956,946 | 18,574,066 | 8,186,574 | 41,495,299 |
Other non-current financial liabilities include the fair value of instrument (i.e. interest rate swap), which the Company entered into in connection with its largest borrowing. Since the interest rate swap entered into becomes payable in 2018, the Company transferred the balance of non-current financial liabilities to current financial liabilities as at 31 December 2017. The balance as at 31 December 2016 amounted to EUR 419,873. Further details on the relevant interest rate hedging are provided in Note 32 Financial instruments and financial risk management, in the section 'Management of interest rate risk'.
| (in EUR) | 31 Dec 2017 | 31 Dec 2016 |
|---|---|---|
| Non-current advances and collaterals received | 967,102 | 693,924 |
| Total | 967,102 | 693,924 |
Non-current operating liabilities mostly relate to received security deposits for re-invoiced excise duties.
| (in EUR) | 31 Dec 2017 | 31 Dec 2016 |
|---|---|---|
| Current borrowings from banks in Slovenia | 13,765,317 | 9,466,650 |
| Current borrowings from banks abroad | 2,295,082 | 2,295,082 |
| Total | 16,060,399 | 11,761,732 |
Current borrowings from banks as at 31 December 2017 refer to the portion of non-current principal amounts, which mature in 2018 according to amortisation schedules.
| Lender | |||
|---|---|---|---|
| (in EUR) | Banks | Total | |
| Balance at 31 Dec 2016 | 11,761,732 | 11,761,732 | |
| Repayments | -11,761,733 | -11,761,733 | |
| Transfer from non-current borrowings – the portion that matures within 2018 |
16,060,400 | 16,060,400 | |
| Balance at 31 Dec 2017 | 16,060,399 | 16,060,399 |
| Lender | |||||||
|---|---|---|---|---|---|---|---|
| (in EUR) | Group companies |
Associates | Banks | Total | |||
| Balance at 31 Dec 2015 | 30,580 | 500,000 | 9,523,524 | 10,054,104 | |||
| Repayments | -30,580 | -500,000 | -9,523,524 | -10,054,104 | |||
| Transfer from non-current borrowings – the portion that matures within 2017 |
0 | 0 | 11,761,732 | 11,761,732 | |||
| Balance at 31 Dec 2016 | 0 | 0 | 11,761,732 | 11,761,732 |
At the year-end of 2017, other current financial liabilities amounted to EUR 372,169 (2016: EUR 250,614), comprising interest payables, liabilities related to the distribution of profit, the liability to pay the interest rate swap entered into for the purpose of hedging against interest rate risk, and the current portion of other non-current financial liabilities related to protection from interest rate risk..
| (in EUR) | 31 Dec 2017 | 31 Dec 2016 |
|---|---|---|
| Current liabilities to: | ||
| domestic suppliers | 16,066,533 | 12,787,935 |
| foreign suppliers | 402,988 | 342,852 |
| Current liabilities to Group companies | 841,474 | 570,253 |
| Current liabilities to associates | 83,775 | 145,110 |
| Current trade payables | 17,394,770 | 13,846,150 |
| Current liabilities from advances | 1,018,067 | 19,234 |
| Current liabilities to employees | 3,587,424 | 3,190,575 |
| Current liabilities to the state and other institutions | 1,560 | 430,916 |
| Total operating liabilities | 22,001,821 | 17,486,875 |
| Accrued costs | 3,832,707 | 5,432,068 |
| Other operating liabilities | 3,832,707 | 5,432,068 |
| Total | 25,834,528 | 22,918,943 |
As compared to the preceding year, trade and other payables increased by EUR 2.915.586. The largest increase is recorded with current liabilities to domestic suppliers, which is attributable to higher liabilities arising from re-invoiced excise duties. Current liabilities from advances mostly relate to the funds received from the EU to cover the future costs incurred by co-financed projects.
Accrued costs relate to accrued costs of the concession, costs for the collective job performance, accrued interest for loans and borrowings, accrued costs for remunerations and bonuses paid under individual contracts, accrued costs for unused vacation days, and accrued charges for invoices to be received.
| (in EUR) | 31 Dec 2017 | 31 Dec 2016 |
|---|---|---|
| Guarantees given | 1,610,000 | 1,560,000 |
| Securities given | 4,200,467 | 7,235,468 |
| Contingent liabilities under legal disputes | 1,933,240 | 93,809 |
| Approved borrowing | 0 | 54,700,000 |
| Total contingent liabilities | 7,743,707 | 63,589,277 |
Guarantees given refer to customs operations and as at 31 December 2017 amounted to EUR 1,610,000.
Securities given are composed of:
Companies that received collaterals and guarantees from Luka Koper, d. d. regularly pay their liabilities in this regard and as at 31 December 2017 disclose no outstanding instalments.
As at 31 December 2017, the Company's Contingent liabilities under legal disputes include contingent liabilities for lawsuits received. With respect to the reports submitted by the lawyers, no risks exist based on which the contingent liabilities hereunder should be disclosed among provisions for legal disputes. In 2017, contingent liabilities for legal disputes increased by EUR 1,839,431.
The item of approved borrowing refers to a great extent to the prospective borrowing granted by the European Investment Bank (EIB) for the project of extending Pier I. As at 31 December 2017, terms for drawing the borrowing were not met since the Company had not yet received the building permit, and has therefore removed the item.
The remaining part of loans granted refers to a part of the loan taken with a commercial bank in 2016, its final portion absorbed in 2017.
| Name and Surname | Gross wages (fixed part) |
Gross wages (variable part) |
Annual holiday pay and jubilee premiums |
Insurance premium benefits |
Benefits and other receipts |
Total remuneration |
|---|---|---|---|---|---|---|
| Dragomir Matić, President of the Management Board from 10 Jun 2014 to 29 Dec 2017 |
179,832 | 36,166 | 1,150 | 221 | 7,408 | 224,777 |
| Andraž Novak, Member from 10 Jun 2014 to 29 Dec 2017 |
163,516 | 38,547 | 1,150 | 221 | 6,201 | 209,635 |
| Irena Vincek, Member from 21. Aug 2015 to 29 Dec 2017 |
162,876 | 21,863 | 1,150 | 221 | 9,328 | 195,438 |
| Stojan Čepar, Workers Director since 30 Nov 2015 |
160,641 | 22,264 | 1,150 | 221 | 11,858 | 196,134 |
| Total | 666,865 | 118,840 | 4,600 | 884 | 34,795 | 825,984 |
As at 29 December 2017, a new Management Board was appointed, the remuneration of whom will be first paid in January 2018.
| Name and Surname | Gross wages (fixed part) |
Gross wages (variable part) |
Annual holiday pay and jubilee premiums |
Insurance premium benefits |
Benefits and other receipts |
Total remuneration |
|---|---|---|---|---|---|---|
| Dragomir Matić, President of the Management Board since10 Jun 2014 |
172,656 | 23,246 | 1,100 | 207 | 8,297 | 205,506 |
| Andraž Novak, Member since 10 Jun 2014 | 155,031 | 20,840 | 1,789 | 207 | 6,770 | 184,636 |
| Irena Vincek, Member since 21 Aug 2015 | 154,451 | 7,512 | 0 | 207 | 0 | 162,170 |
| Stojan Čepar, Workers Director since 30 Nov 2015 |
156,761 | 1,759 | 1,100 | 207 | 10,396 | 170,223 |
| Matjaž Stare, Workers Director until 17 Oct 2015 |
0 | 33,337 | 1,100 | 0 | 13,799 | 48,236 |
| Total | 638,900 | 86,695 | 5,089 | 826 | 39,262 | 770,772 |
Pursuant to Article 294, Item 5 of the Companies Act, the above table comprises remuneration for exercising respective functions as well as other income, such as cost reimbursement, supplementary retirement schemes and jubilee premiums. To ensure data comparability, the remuneration of members of the Management Board for 2016 has been adjusted.
To determine the variable income, i.e. remuneration for the Management Board, several quantitative indicators were applied, which contribute to the non-current interests of the Company.
A Member of the Management Board is remunerated in accordance with the 4th indent of Article 4 (1) of the Act Governing the Remuneration of Managers of Companies with Majority Ownership held by the Republic of Slovenia or Self-Governing Local Communities. Accordingly, one half of the remuneration is paid on the basis of the resolution of the Supervisory Board, after two years of the individual annual report consideration. A Member of the Management Board has a duty to return the variable income provided that all conditions for the return of all or part of the remuneration for performance have been fulfilled pursuant to the Companies Act.
An end-of-term allowance is not paid to President/member of the Management Board when their mandate ends and they continue to work in the Company Should, however, the President/member of the Management Board upon the end of their term issue a written statement that they will no longer be employed in the Company, a severance pay is paid in the amount equalling six times the average monthly earnings they received during the term of office as President/member of Management Board, unless their term of office ended in a way that according to the contract omits the right to severance pay.
The contracts of the Members of the Management Board do not include the variable income or remuneration determined in form of shares.
| Groups of persons | Gross wages (fixed and variable part) |
Annual holiday pay and jubilee premium s |
Insurance premium benefits |
Benefits and other receipts |
Total remuneratio n |
|---|---|---|---|---|---|
| Members of the Management Board | 785,705 | 4,600 | 884 | 34,795 | 825,984 |
| Members of the Supervisory Board (nine members) |
227,307 | 0 | 1,989 | 71,416 | 300,712 |
| Employees with individual employment contracts |
2,520,939 | 30,818 | 0 | 172,128 | 2,723,885 |
| Total | 3,533,951 | 35,418 | 2,873 | 278,339 | 3,850,581 |
| Groups of persons | Gross wages (fixed and variable part) |
Annual holiday pay and jubilee premium s |
Insurance premium benefits |
Benefits and other receipts |
Total remuneratio n |
|---|---|---|---|---|---|
| Members of the Management Board | 725,595 | 5,089 | 826 | 39,263 | 770,773 |
| Members of the Supervisory Board (nine members) |
201,315 | 0 | 1,818 | 45,317 | 248,450 |
| Employees with individual employment contracts |
2,439,204 | 28,028 | 0 | 144,481 | 2,611,713 |
| Total | 3,366,114 | 33,117 | 2,644 | 229,061 | 3,630,936 |
| Performance | Insurance premium benefits |
Attendance fees and reimbursement |
Total gross | |
|---|---|---|---|---|
| Name and Surname | of function | (SB) | of costs | earnings |
| Alenka Žnidaršič Kranjc, member from 7 Oct 2013 to 30 Jun.2017 |
11,375 | 127 | 3,019 | 14,522 |
| Elen Twrdy, member from 7 Oct 2013 to 30 Jun.2017 | 11,185 | 127 | 2,469 | 13,782 |
| Andrej Šercer, member from 7 Oct 2013 to 30 Jun.2017 |
11,375 | 127 | 3,515 | 15,018 |
| Žiga Škerjanec, member from 7 Oct 2013 to 30 Jun.2017 |
10,427 | 127 | 3,243 | 13,798 |
| Rado Antolovič, member since 7 Oct 2013 | 21,073 | 221 | 73,419 | 94,713 |
| Sabina Mozetič, member since 21 Aug 2015 | 16,136 | 221 | 3,369 | 19,726 |
| Mladen Jovičić, member since 18 Mar 2013 | 17,255 | 221 | 6,915 | 24,390 |
| Marko Grabljevec, member since 18 Jan 2016 | 16,136 | 221 | 4,895 | 21,252 |
| Rok Parovel, member since 12 Sep 2016 | 17,255 | 221 | 6,271 | 23,746 |
| Uroš Ilić, member since 1 Jul 2017 | 8,394 | 94 | 4,916 | 13,404 |
| Andraž Lipolt, member since 1 Jul 2017 | 7,898 | 94 | 5,007 | 12,998 |
| Milan Jelenc, member since 1 Jul 2017 | 7,898 | 94 | 5,977 | 13,969 |
| Barbara Nose, member since 1 Jul 2017 | 7,898 | 94 | 5,049 | 13,040 |
| Polona Pergar Guzaj, external member of the SB's Audit Committee from 7 Jul 2016 to 30 Aug 2017 |
2,429 | 0 | 1,673 | 4,102 |
| Mateja Kupšek, external member of the SB's Audit Committee since 31 Aug 2017 |
821 | 0 | 1,430 | 2,251 |
| TOTAL | 167,555 | 1,989 | 131,168 | 300,712 |
| Performance | Insurance premium benefits |
Attendance fees and reimbursement |
Total gross | |
|---|---|---|---|---|
| Name and Surname | of function | (SB) | of costs | earnings |
| Alenka Žnidaršič Kranjc, member since 7 Oct 2013 | 19,500 | 207 | 5,797 | 25,503 |
| Elen Twrdy, member since 7 Oct 2013 | 19,175 | 207 | 4,730 | 24,112 |
| Rado Antolovič, member since 7 Oct 2013 | 19,500 | 207 | 46,540 | 66,247 |
| Andrej Šercer, member from 7 Oct 2013 | 19,500 | 207 | 7,028 | 26,734 |
| Žiga Škerjanec, member since 7 Oct 2013 | 17,875 | 207 | 6,125 | 24,207 |
| Sabina Mozetič, member since 21 Aug 2015 | 16,250 | 207 | 4,262 | 20,719 |
| Mladen Jovičić, member since 18 Mar 2013 | 16,250 | 207 | 4,770 | 21,226 |
| Marko Grabljevec, member since 18 Jan 2016 | 13,044 | 182 | 3,575 | 16,800 |
| Rok Parovel, member since 12 Sep 2016 | 2,907 | 45 | 283 | 3,235 |
| Stojan Čepar, member from 18 Mar 2013 to 29 Nov 2015 |
0 | 0 | 220 | 220 |
| Nebojša Topič, member from 28 Jul 2012 to 27 Jul 2016 |
10,659 | 146 | 3,685 | 14,489 |
| Polona Pergar Guzaj, external member of the SB's Audit Committee since 7 Jul 2016 |
1,302 | 0 | 397 | 1,699 |
| Barbara Nose, external member of the SB's Audit Committee from 23 Aug 2014 do 6 Jul 2016 |
1,948 | 0 | 1,311 | 3,260 |
| TOTAL | 157,909 | 1,818 | 88,723 | 248,451 |
Remuneration in 2017 was paid pursuant to a decision on determining the payment for performance of functions and attendance fees to the Members of the Supervisory Board and Members of Committees of the Supervisory Board, which was adopted at the 26th General Meeting on 21 August 2015, stipulating as follows:
For attending a session, Members of the Supervisory Board receive attendance fee of EUR 275 gross each, and for attending a session of a Committee, Members of a Committee of the Supervisory Board receive a fee amounting to 80 percent of the fee for the attendance at a session of the Supervisory Board. The fee for a correspondence session is 80 percent of the fee for an ordinary session.
Irrespective of the aforementioned, each Member of the Supervisory Board is entitled to the payment of attendance fees in a year until the total amount of such fees (either from sessions of the Supervisory Board or sessions of the Committees of the Supervisory Board) of a Member of the Supervisory Board reaches the value of 50 percent of the basic payment for performing their function.
In addition to attendance fees, Members of the Supervisory Board each receive the basic payment for carrying out their functions in the amount of EUR 13,000 gross annually. The Chairperson of the Supervisory Board is entitled to the supplement of 50 percent of the basic
payment for carrying out the function of a Member of the Supervisory Board, whereas their deputy is entitled to 10 percent of the basic payment for carrying out the function of a Member of the Supervisory Board.
Members of a Committee of the Supervisory Board each receive a supplement for carrying out their functions, amounting to 25 percent of the basic payment for carrying out the function of a Member of the Supervisory Board. The Chairperson of a Committee is also entitled to an additional supplement of 50 percent of the payment for carrying out the function of a Member of the Supervisory Board.
An external member of a Supervisory Board's Committee, who is not a Member of the Supervisory Board, receives payment for carrying out the function in the amount of 25 percent of the basic gross payment for carrying out the function of a Member of the Supervisory Board.
Members of the Supervisory Board and of Committees of the Supervisory Board receive basic salary and an additional fee for carrying out the function in proportionate monthly payments, which they are entitled to while carrying out their function. A monthly payment is equal to one twelfth of the aforementioned annual sums. If they have carried out their function for less than a month, they are entitled to a pro rata payment considering the number of working days.
Members of the Supervisory Board and of Committees of the Supervisory Board are entitled to refund of travel expenses and other attendance-related expenses in compliance with the Company's Articles of Association.
In addition to the payments to the Supervisory Board Members, in 2017 the Supervisory Board paid to their members EUR 3.185 for the training, EUR 30.281 for external intellectual services, and EUR 120 for memberships of the Slovenian Directors' Association SDA.
In 2017, transactions between Luka Koper, d. d. and the Government of the Republic of Slovenia included the following:
| (in EUR) | Payments in 2017 |
Costs/expenses in 2017 |
Payments in 2016 |
Costs/expenses in 2016 |
|---|---|---|---|---|
| Concessions and the water fee | 7,999,036 | 7,156,615 | 6,158,558 | 6,397,118 |
| Dividends | 9,996,000 | 0 | 8,068,200 | 0 |
| Corporate income tax (taxes and advance payments) | 7,927,743 | 3,284,706 | 5,132,716 | 7,093,243 |
| Other taxes and contributions | 6,023,746 | 6,008,500 | 5,678,335 | 5,714,609 |
| Total | 31,946,525 | 16,449,821 | 25,037,809 | 19,204,970 |
No other transactions between the Government of the Republic of Slovenia and the Company were recorded.
Dividends were paid out to two other companies, in which the Government of the Republic of Slovenia holds a controlling interest i.e. to the company SDH, d. d.in the amount of EUR 2,181,000 and the company Kapitalska družba, d. d. in the amount of EUR 975,211.
The shareholder-related companies are those in which the Republic of Slovenia and the SDH together directly hold at least a 20 percent stake. The list of such companies is published on the SDH website (https://www.sdh.si/sl-si/upravljanje-nalozb/seznamnalozb).
In 2017, transactions conducted between Luka Koper, d. d. and companies in which the state has directly dominant influence were recorded at EUR 20,301,434, which included sales to such companies amounting to EUR 11,646,970, and purchasing transactions amounting to EUR 8,654,464. The majority of sale referred to services related to port activity, whereas major purchasing included costs of railway transport, purchases of energy and insurance costs. As at 31 December 2017, Luka Koper, d. d. recorded receivables and liabilities to such companies of EUR 1,727,507 and EUR 24,215,356 respectively. The major part of liabilities was related to a loan given by SID - Slovenska izvozna in razvojna banka, d.d., which was raised under market conditions.
Related party transactions have been concluded under market conditions.
| (in EUR) | 2017 | 2016 |
|---|---|---|
| Sale to subsidiaries: | ||
| Luka Koper INPO, d. o. o. | 1,724,397 | 315,229 |
| Luka Koper Pristan, d. o. o. | 113,956 | 110,220 |
| Adria Terminali, d. o. o. | 389,528 | 376,138 |
| TOC, d. o. o. | 4,200 | 4,200 |
| Adria Investicije, d. o. o. | 828 | 828 |
| Logis-Nova, d. o. o. | 1,200 | 1,200 |
| Sale to associates: | ||
| Adria Transport, d. o. o. | 236,983 | 226,787 |
| Adria-Tow, d. o. o. | 177,041 | 210,257 |
| Avtoservis, d. o. o. | 233,977 | 223,202 |
| Adriafin, d. o. o. | 13,440 | 13,440 |
| Total | 2,895,551 | 1,481,501 |
| (in EUR) | 2017 | 2016 |
|---|---|---|
| Purchase from subsidiaries: | ||
| Luka Koper INPO, d. o. o. | 6,420,656 | 6,277,739 |
| Luka Koper Pristan, d. o. o. | 7,365 | 8,250 |
| Adria Terminali, d. o. o. | 4,800 | 0 |
| TOC, d. o. o. | 14,902 | 16,405 |
| Adria Investicije, d. o. o. | 40,186 | 39,936 |
| Purchase from associates: | ||
| Adria Transport, d. o. o. | 7,740 | 89,021 |
| Adria-Tow, d. o. o. | 37,805 | 23,025 |
| Avtoservis, d. o. o. | 1,178,045 | 1,107,051 |
| Total | 7,711,500 | 7,561,427 |
A substantial part of purchases from subsidiaries refers to the company Luka Koper INPO, d. o. o., which carried out maintenance work on the port infrastructure and electrical installation work for the Company.
| (in EUR) | 31 Dec 2017 | 31 Dec 2016 |
|---|---|---|
| Trade and other receivables due from subsidiaries: | ||
| Luka Koper INPO, d. o. o. | 326,374 | 14,275 |
| Luka Koper Pristan, d. o. o. | 1,025 | 972 |
| Adria Terminali, d. o. o. | 36,101 | 34,667 |
| TOC, d. o. o. | 427 | 427 |
| Adria Investicije, d. o. o. | 84 | 84 |
| Logis-Nova, d. o. o. | 122 | 122 |
| Trade and other receivables due from associates: | ||
| Adria Transport, d. o. o. | 17,922 | 25,308 |
| Adria-Tow, d. o. o. | 7,284 | 6,734 |
| Avtoservis, d. o. o. | 29,330 | 11,034 |
| Adriafin, d. o. o. | 1,366 | 51,366 |
| Total | 420,035 | 144,989 |
| (in EUR) | 31 Dec 2017 | 31 Dec 2016 |
|---|---|---|
| Trade and other payables due from subsidiaries: | ||
| Luka Koper INPO, d. o. o. | 836,828 | 581,702 |
| Luka Koper Pristan, d. o. o. | 209 | 63 |
| Adria Terminali, d. o. o. | 1,464 | 0 |
| TOC, d. o. o. | 2,973 | 3,318 |
| Adria Investicije, d. o. o. | 2,038 | 1,733 |
| Trade and other payables due from associates: | ||
| Adria Transport, d. o. o. | 0 | 23,599 |
| Avtoservis, d. o. o. | 83,775 | 121,510 |
| Total | 927,287 | 731,925 |
| (in EUR) | 31 Dec 2017 | 31 Dec 2016 |
| Loans to subsidiaries: | ||
| Adria Terminali, d. o. o. | 0 | 60,000 |
| Total | 0 | 60,000 |
| (in EUR) | 31 Dec 2017 | 31 Dec 2016 |
| Finance income from loans to subsidiaries: | ||
|---|---|---|
| Adria Terminali, d. o. o. | 847 | 839 |
| Total | 847 | 839 |
Finance income from shares and interests in subsidiaries relate to sharing of profits for 2016 by companies Luka Koper INPO, d. o. o. (EUR 639,597) and Adria investicije, d. o. o. (EUR 13,183).
Finance income from shares and interests in associates refer to sharing of profits for 2016 by companies Adria Transport, d. o. o. (EUR 320,000), Adria-Tow, d. o. o. (EUR 250,000), and Avtoservis, d. o. o. (EUR 423,808).
| (in EUR) | 31 Dec 2017 | 31 Dec 2016 |
|---|---|---|
| Borrowings from subsidiaries: | ||
| Luka Koper INPO, d. o. o. | 16,000,000 | 16,000,000 |
| Total | 16,000,000 | 16,000,000 |
| (in EUR) | 31 Dec 2017 | 31 Dec 2016 |
|---|---|---|
| Finance expenses for liabilities to subsidiaries: | ||
| Luka Koper INPO, d. o. o. | 175,980 | 149,853 |
| Luka Koper Pristan, d. o. o. | 0 | 458 |
| Finance expenses for liabilities to associates: | ||
| Adria-Tow, d. o. o. | 0 | 4,228 |
| Total | 175,980 | 154,539 |
Financial risks to which the Company is exposed to include:
Financial risk management has been organised within the Company's finance and accounting. The specifics of the existing economic environment make forecasting future financial categories quite demanding, introducing into the planned categories a higher degree of unpredictability and, consequently, a higher level of risk. The Company has consequently tightened the control over individual financial categories. Other, mainly nonfinancial risks have also been recorded and are described in detail in the Risk Management section of the Business Report.
As at 31 December 2017, the Company had invested 5.7 percent of its assets (31 December 2016: 5.6 percent) in investments measured at fair value. The fair value risk associated with these investments is demonstrated through changes in stock market prices that affect the value of these assets and, consequently the potential capital gain on their disposal. This type of risk has been identified with regard to investments in market securities of successful Slovenian companies. As at 31 December 2017, the value of non-current available-for-sale investments at fair value through equity amounted to EUR 29,570,757. This value comprises shares of Slovenian companies and units of mutual fund assets.
Risk of change in fair value of securities as at 31 December 2017
| Change of index (in %) | Impact on equity | ||
|---|---|---|---|
| -10% | -2,957,076 | ||
| 10% | 2,957,076 |
Risk of change in fair value of securities as at 31 December 2016
| Change of index (in %) | Impact on equity | ||
|---|---|---|---|
| -10% | -2,641,004 | ||
| 10% | 2,641,004 |
The sensitivity analysis of investments at fair value was based on the assumption of a 10 percent increase in the value of the index and accordingly, such growth would result in an increase in the fair value of the market securities portfolio by EUR 2,957,076. A 10 percent decrease in the comparable class would have the opposite effect, reducing the fair value of these investments by that same amount.
If this was the case, the amount of the difference in fair value would be recognised as either an increase or decrease in other comprehensive income within equity.
| Valuation at fair value | |||||
|---|---|---|---|---|---|
| (in EUR) | Carrying amount at 31 Dec 2017 |
Direct stock market quotation (Level 1) |
Value based on comparable market inputs (Level 2) |
No observable market inputs (Level 3) |
|
| Assets measured at fair value | |||||
| Other shares and interests | 29,570,757 | 29,570,757 | 0 | 0 | |
| Liabilities measured at fair value | |||||
| Interest rate hedging for borrowings | 99,346 | 0 | 99,346 | 0 |
| Valuation at fair value | ||||
|---|---|---|---|---|
| (in EUR) | Carrying amount at 31 Dec 2016 |
Direct stock market quotation (Level 1) |
Value based on comparable market inputs (Level 2) |
No observable market inputs (Level 3) |
| Assets measured at fair value | ||||
| Other shares and interests | 26,410,036 | 26,410,036 | 0 | 0 |
| Liabilities measured at fair value | ||||
| Interest rate hedging for borrowings | 419,873 | 0 | 419,873 | 0 |
Shares and interests measured at fair value were valued at publicly applicable exchange rates of the Ljubljana Stock Exchange and mutual funds quotations.
Fair value of the interest rate swap was calculated by the bank.
With respect to its liabilities structure, the Company also faces interest rate risk as an unexpected growth in variable interest rates can have an adverse effect on the planned results. Having drawn the final portion of the non-current borrowing from 2016, the Company increased its financial liabilities by 5.4 percent as compared to the previous year, thus amounting to EUR 133,114,842 at the year-end of 2017.
In the overall structure of liabilities, the share of financial liabilities decreased from 26.7 percent in 2016 to 25.7 percent in 2017. The effect of variable interest rates changes on future profit and loss is shown in the table below.
With respect to the largest borrowing having a final maturity date in 2031, the Company has entered into an instrument as interest rate hedging. Having been entered into in 2013, the instrument shall be due in 2018. Thus, the amount of borrowings hedged against interest rate as at 31 December 2017 amounted to EUR 31,557,377 (31 December 2016: EUR 33,852,459). Possible interest rate fluctuations would consequently have an impact on 64.2 percent (2016: 60.4 percent) of Company's total borrowings. The remaining 35.9 percent of borrowings is hedged against interest rate fluctuations or concluded with a fixed interest rate.
| (in EUR) | 31 Dec 2017 | Exposure in 2017 | 31 Dec 2016 | Exposure in 2016 |
|---|---|---|---|---|
| Borrowings received at variable interest rate (without interest rate hedge) |
85,185,296 | 64.2% | 75,951,946 | 60.4% |
| Borrowings received at variable interest rate (with interest rate hedge) |
31,557,377 | 23.8% | 33,852,459 | 26.9% |
| Borrowings received at nominal interest rate |
16,000,000 | 12.1% | 16,000,000 | 12.7% |
| Total | 132,742,673 | 100.0% | 125,804,405 | 100.0% |
The interest rate hedging instrument is entered into for the period of five years and during the hedging period, it is fully compliant with the borrowing that is the subject of the relevant hedge. The Company recognised possible changes to instrument's market values in the items of equity. The derivative interest rate swap is carried in the books of account under the principle of hedge accounting. As at 31 December 2017, the fair value of the derivative interest rate swap is recognised as the Company's current liability in the amount of EUR 99,346.
| Non-hedged | ||||
|---|---|---|---|---|
| (in EUR) | bank | |||
| borrowings | ||||
| under the | ||||
| variable | ||||
| interest rate | ||||
| at 31 Dec | Increase by 15 | Increase by 25 | Increase by 50 | |
| 2017 | bp | bp | bp | |
| 3M EURIBOR | 47,756,725 | 0 | 0 | 81,664 |
| 6M EURIBOR | 37,428,571 | 0 | 0 | 85,711 |
| Total effect on interest expenses | 85,185,296 | 0 | 0 | 167,375 |
| (in EUR) | Non-hedged bank borrowings under the variable interest rate at 31 Dec 2016 |
Increase by 15 bp |
Increase by 25 bp |
Increase by 50 bp |
|---|---|---|---|---|
| 3M EURIBOR | 33,666,232 | 21,304 | 35,507 | 106,243 |
| 6M EURIBOR | 42,285,714 | 0 | 12,263 | 157,757 |
| Total effect on interest expenses | 75,951,946 | 21,304 | 47,770 | 264,000 |
The analysis of financial liabilities' sensitivity to changes in variable interest rates was based on the assumption of potential growth in interest rates of 15, 25 and 50 base points. Given the assumption that variable interest rates will grow by 15 or 25 base points, the Company's interest expenses in view of unchanged borrowing would not grow. If the variable interest
rates are to grow by 50 base points, the interest expenses would increase by EUR 167,375. At the year-end of 2017, the Company's borrowings not hedged against interest rate risk were subject to the movement of the 3M or 6M Euribor. One borrowing in the amount of EUR 33,557,377 was hedged with interest rate swap, hence it is not included in the above loan sensitivity overview with regard to borrowings subject to the variable interest rate.
Liquidity risk refers to the risk that the Company would fail to settle its liabilities at maturity. The Company manages liquidity risk by regular planning of cash flows required to settle liabilities with diverse maturity. Additional measures for preventing delays in receivable collection include regular monitoring of payments and immediate response to any delays, and also charging penalty interest in accordance with the Company's uniform policy of receivable management.
| (in EUR) | Up to 3 months |
3 to 12 months |
1 to 2 years |
3 to 5 years |
Over 5 years |
Total |
|---|---|---|---|---|---|---|
| 31 Dec 2017 | ||||||
| Loans and borrowings* | 2,974,147 | 13,086,251 | 16,004,399 | 55,203,051 | 45,474,824 | 132,742,673 |
| Accrued interest maturing in the next calendar year |
80,644 | 0 | 0 | 0 | 0 | 80,644 |
| Expected interest on all borrowings |
254,320 | 1,130,298 | 1,141,323 | 2,180,266 | 871,811 | 5,578,019 |
| Other financial liabilities | 372,169 | 0 | 0 | 0 | 372,169 | |
| Payables to suppliers | 17,394,770 | 0 | 0 | 0 | 0 | 17,394,770 |
| Other operating liabilities | 4,607,051 | 0 | 0 | 0 | 0 | 4,607,051 |
| Total | 25,683,102 | 14,216,549 | 17,145,722 | 57,383,317 | 46,346,636 | 160,775,326 |
| 31 Dec 2016 | ||||||
| Loans and borrowings* | 1,153,481 | 10,608,251 | 16,060,399 | 57,605,225 | 40,377,049 | 125,804,405 |
| Accrued interest maturing in the next calendar year |
59,034 | 0 | 0 | 0 | 0 | 59,034 |
| Expected interest on all borrowings |
302,951 | 1,251,870 | 1,400,845 | 2,640,300 | 1,118,250 | 6,714,216 |
| Other financial liabilities | 250,564 | 0 | 419,873 | 0 | 0 | 670,437 |
| Payables to suppliers | 13,846,150 | 0 | 0 | 0 | 0 | 13,846,150 |
| Other operating liabilities | 4,125,116 | 0 | 0 | 0 | 0 | 4,125,116 |
*The item also includes borrowings from subsidiaries and associates
The risk of changes in foreign exchange rates arises from trade receivables denominated in US dollars (USD). At the year-end of 2017, the average monthly balance of outstanding trade receivables amounted to USD 24.5 thousand. As at 31 December 2017, outstanding receivables denominated in US dollars amounted to 0.31 percent (2016: 0.72 percent) of total
outstanding trade receivables. According to the Company's estimates, the share of receivables denominated in US dollars was insignificant and for this reason, it was decided not to hedge this risk item.
Management of the risk of default on the side of the counterparty or the credit risk has gained in importance in recent years. Customer defaults are being passed on to economic entities, much like a chain reaction, which significantly reduces the assessed probability of timely inflows and increases additional costs of financing the operation. Accordingly, the Company has accelerated collection-related activities in the past five years and more consistently monitored trade receivables past due. In case of customers, regarding which the Company detects late payments and inconsistency in observing adopted business agreements, an advance payment system is set up for all ordered services with the aim of avoiding the late-payment culture. The latter area is positively impacted by the specific structure of Company's customers, which are predominantly major companies, freight forwarders and forwarding agents that have been the Company's business partners for a number of years.
Certain receivables have been secured with collaterals, which are returned to the customers once all obligations have been settled. Investments include loans, which are secured with blank bills of exchange and other movable and immovable property.
| (in EUR) | Note | 31 Dec 2017 | 31 Dec 2016 |
|---|---|---|---|
| Non-current loans granted | 22,592 | 31,005 | |
| Non-current operating receivables | 41,772 | 41,772 | |
| Current loans granted | 8,413 | 68,123 | |
| Current trade receivables | 19 | 35,274,132 | 27,579,154 |
| Other current receivables | 19 | 983,324 | 2,687,967 |
| Cash and cash equivalents | 20 | 28,202,589 | 983,305 |
| Guarantees and collaterals granted | 29 | 5,810,467 | 8,795,468 |
| Total | 70,343,289 | 40,186,794 |
It is vital for the Company to successfully identify the optimal capital structure and as a result, to seek to approximate the existing capital structure to the optimal one. As at the year-end of 2017, the Company's financial liabilities amounted to EUR 133,112,842, and showed an increase over the previous period by EUR 6,781,936.
| (in EUR) | 31 Dec 2017 | 31 Dec 2016 | ||
|---|---|---|---|---|
| in EUR | Share (%) | in EUR | Share (%) | |
| Equity | 320,652,651 | 61.8% | 304,425,949 | 64.4% |
| Non-current liabilities | 156,033,161 | 30.1% | 131,614,419 | 27.8% |
| Current liabilities | 42,267,096 | 8.1% | 36,891,767 | 7.8% |
| Equity and liabilities | 518,952,908 | 100.0% | 472,932,135 | 100.0% |
The Company's non-current strategic goal is to maintain the debtor's share within the liabilities side below 40 percent. The increase in the Company's financial liabilities is not reflected in the equity's share within total equity and liabilities, which in 2017 remained at the level of the preceding year and as at 31 December 2017 dropped by 2.6 percentage points.
The contractual value of audit services render for the Company by the company BDO Revizija, d. o. o. for the fiscal year 2017 amounted to EUR 34,333 (exclusive of VAT), travel costs included. The contractual value of providing assurance on financial statements for the public utility service of regular maintenance of port infrastructure intended for public transport and public utility service of collecting waste from vessels for the financial year 2017, which for the Company was carried out by BDO Revizija, d. o. o., amounted to EUR 1,640 (exclusive of VAT).
In 2017, Luka Koper, d. d. generated a net profit of EUR 33,143,408. At the year-end of 2017, the Company's Management Board earmarked half of the profit in the amount of EUR 16,571,704 to other revenue reserves pursuant to Article 230 (3) of the Companies Act. Thus, the Company's accumulated profit in 2017 was recorded at EUR 17,261,912.
| (in EUR) | 2017 | 2016 |
|---|---|---|
| Profit for the period | 33,143,408 | 40,581,116 |
| Retained net profit | 690,207 | 31,045 |
| Increase in revenue reserves | -16,571,704 | -20,290,558 |
| Total accumulated profit | 17,261,912 | 20,321,603 |
The Company's dividend policy is to maintain the stakeholders' tendency towards dividend earnings and towards using the net profit for the period in order to finance investment projects. Taking into account the financial results achieved in 2017 the appropriation of accumulated profit, which was EUR 17,261,912 as at 31 December 2017, as proposed by the Management Board is as follows:

-
-
| (in EUR) | Note | 2017 | 2016 |
|---|---|---|---|
| Revenue | 1 | 211,438,377 | 199,543,696 |
| Capitalised own products and services | 2 | 738,058 | 1,400,175 |
| Other income | 3 | 3,642,170 | 3,145,245 |
| Costs of material | 4 | -15,939,587 | -15,541,573 |
| Costs of services | 5 | -51,797,610 | -50,280,131 |
| Employee benefits expense | 6 | -54,513,475 | -51,901,043 |
| Amortisation and depreciation expense | 7 | -28,447,776 | -26,468,688 |
| Other operating expenses | 8 | -28,480,285 | -10,572,243 |
| Operating profit | 36,639,872 | 49,325,438 | |
| Finance income | 1,346,731 | 1,507,871 | |
| Finance expenses | -1,724,038 | -1,966,966 | |
| Profit or loss from financing activity | -377,307 | -459,095 | |
| Profit of associates | 1,689,933 | 1,897,614 | |
| Profit before tax | 9 | 37,952,498 | 50,763,957 |
| Income tax expense | 10 | -3,235,672 | -7,538,193 |
| Deferred taxes | 10 | 265,963 | 1,150,217 |
| Net profit for the period | 34,982,789 | 44,375,981 | |
| Net profit attributable to the parent/controlling company | 34,961,520 | 44,375,299 | |
| Net profit attributable to non-controlling interest | 21,269 | 682 | |
| Net earnings per share | 11 | 2.50 | 3.17 |
| Note | 2017 | 2016 | |
|---|---|---|---|
| Profit for the period | 34,982,789 | 44,375,981 | |
| Actuarial gains/losses from post-employment benefits | 21 | -164,695 | 20,205 |
| Deferred tax on unrealised actuarial gains or losses | 17 | 11,100 | 9,195 |
| Items not to be reclassified into profit/loss in future periods | -153,595 | -9,010 | |
| Change in revaluation surplus of available-for-sale financial assets |
16 | 3,666,234 | -3,812,866 |
| Deferred tax on revaluation of available-for-sale financial assets | 17 | -696,585 | 433,319 |
| Change in fair value of cash flow hedging instruments | 25 | 320,525 | 220,082 |
| Deferred tax on the change in fair value of cash flow hedging instruments |
17 | -60,900 | -29,016 |
| Effective portion of change in fair value of cash flow hedging instruments, transferred to profit or loss |
25 | 0 | 397,546 |
| Deferred tax on the effective portion of change in fair value of cash flow hedging instruments, transferred to profit or loss |
17 | 0 | -67,583 |
| Items that might be reclassified into profit/loss in future periods | 3,229,274 | -2,858,518 | |
| Total comprehensive income for the period | 38,058,468 | 41,508,453 | |
| Total comprehensive income attributable to owners of the parent |
38,037,200 | 41,507,771 | |
| Total comprehensive income of non-controlling interests | 21,268 | 682 |
| (in EUR) | Note | Balance at 31 Dec 2017 |
31 Dec 2016 |
|---|---|---|---|
| ASSETS | |||
| Property, plant and equipment | 12 | 384,819,160 | 376,011,980 |
| Investment property | 13 | 15,329,841 | 18,575,530 |
| Intangible assets | 14 | 3,467,042 | 4,126,170 |
| Shares and interests in associates | 15 | 13,376,467 | 12,680,341 |
| Other non-current investments | 16 | 34,217,435 | 30,551,199 |
| Deposits and loans given | 22,592 | 31,005 | |
| Non-current operating receivables | 41,772 | 41,772 | |
| Deferred tax assets | 17 | 8,231,345 | 8,711,771 |
| Non-current assets | 459,505,654 | 450,729,768 | |
| Assets (disposal groups) held for sale | 864 | 1,372 | |
| Inventories | 18 | 1,037,066 | 809,467 |
| Deposits and loans given | 79,541 | 105,489 | |
| Trade and other receivables | 19 | 38,952,623 | 32,518,465 |
| Income tax assets | 4,528,725 | 0 | |
| Cash and cash equivalents | 20 | 32,374,215 | 5,826,536 |
| Current assets | 76,973,034 | 39,261,329 | |
| TOTAL ASSETS | 536,478,688 | 489,991,097 | |
| EQUITY AND LIABILITIES | |||
| Share capital | 58,420,965 | 58,420,965 | |
| Capital surplus (share premium) | 89,562,703 | 89,562,703 | |
| Revenue reserves | 145,607,356 | 129,035,652 | |
| Reserves arising from valuation at fair value | 10,498,049 | 7,374,500 | |
| Retained earnings | 46,155,978 | 47,414,033 | |
| Equity attributable to owners of the parent | 21 | 350,245,051 | 331,807,853 |
| Non-controlling interests | 192,336 | 171,068 | |
| Equity | 350,437,387 | 331,978,921 | |
| Provisions | 22 | 20,701,828 | 4,781,422 |
| Deferred income | 23 | 20,271,398 | 14,764,838 |
| Non-current loans and borrowings | 24 | 100,682,274 | 97,900,739 |
| Other non-current financial liabilities | 25 | 0 | 419,873 |
| Non-current operating liabilities | 26 | 1,045,243 | 772,086 |
| Non-current liabilities | 142,700,743 | 118,638,958 | |
| Current loans and borrowings | 27 | 16,060,399 | 11,761,732 |
| Other current financial liabilities | 28 | 372,169 | 250,614 |
| Income tax liabilities | 0 | 1,896,207 | |
| Trade and other payables | 29 | 26,907,990 | 25,464,665 |
| Current liabilities | 43,340,558 | 39,373,218 | |
| TOTAL EQUITY AND LIABILITIES | 536,478,688 | 489,991,097 |
| (in EUR) | 2017 | 2016 |
|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Profit for the period | 34,982,789 | 44,375,981 |
| Adjustments for: | ||
| Amortisation/Depreciation | 28,447,776 | 26,468,688 |
| Reversal and impairment losses on property, plant and equipment, and intangible | 3,990,061 | 1,646,276 |
| assets | ||
| Gain on sale of property, plant and equipment, and investment property | -311,010 | -30,822 |
| Allowances for receivables | 925,112 | 351,230 |
| Collected written-off receivables and written-off liabilities | -119,738 | -232,105 |
| Reversal of provisions | -16,954 | -2,380 |
| Finance income | -1,346,731 | -1,507,871 |
| Finance expenses | 1,724,038 | 1,966,966 |
| Recognised result of subsidiaries under equity method | -1,689,933 | -1,897,614 |
| Income tax expense and income (expenses) from deferred taxes | 2,969,709 | 6,387,976 |
| Profit before change in net current operating assets and taxes | 69,555,119 | 77,526,325 |
| Change in operating receivables | -7,190,138 | -732,738 |
| Change in inventories | -227,599 | 4,267 |
| Change in assets (disposal group) held for sale | 0 | 12,675 |
| Change in operating liabilities | -4,069,750 | 243,612 |
| Change in provisions | 15,937,360 | 1,113,406 |
| Change in non-current deferred income | 6,594,753 | 979,478 |
| Cash generated in operating activities | 80,599,745 | 79,147,025 |
| Interest expenses | -1,690,420 | -2,116,303 |
| Tax expenses | -9,660,604 | -8,565,550 |
| Net cash from operating activities | 69,248,721 | 68,465,172 |
| CASH FLOWS FROM INVESTMENT ACTIVITIES | ||
| Interest received | 130,298 | 193,866 |
| Dividends received – associates | 993,808 | 917,101 |
| Dividends received – other companies | 1,216,433 | 1,314,005 |
| Proceeds from sale of property, plant and equipment, and intangible assets | 311,893 | 30,245 |
| Proceeds from sale, less investments and loans given | 34,634 | 699,207 |
| Acquisition of property, plant and equipment, and intangible assets | -32,689,093 | -61,781,064 |
| Acquisition of investments, increase in loans given | -273 | -97,367 |
| Net cash used in investing activities | -30,002,300 | -58,724,007 |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Proceeds from non-current borrowings | 18,700,000 | 9,300,000 |
| Repayment of current borrowings | -11,775,924 | -10,023,524 |
| Dividends paid | -19,622,818 | -15,801,154 |
| Net cash used in financing activities | -12,698,742 | -16,524,678 |
| Net increase in cash and cash equivalents | 26,547,679 | -6,783,513 |
| Opening balance of cash and cash equivalents | 5,826,536 | 12,610,049 |
| Closing balance of cash and cash equivalents | 32,374,215 | 5,826,536 |
Financial Year 2017
| Reserves arising on valuation at fair value |
Total equity | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (in EUR) | Share capital |
Capital surplus |
Legal reserves |
Other revenue reserves |
Retained | earnings Investments | Financial Instruments |
Actuarial gains and losses |
attributable to owners of controlling shares |
Equity of non controlling interests |
Total equity |
| Balance at 31 December 2016 | 58,420,965 89,562,703 18,765,115 110,270,537 | 47,414,033 | 8,702,160 | -340,097 | -987,563 | 331,807,853 | 171,068 331,978,921 | ||||
| Changes in equity – transactions with owners | |||||||||||
| Dividends paid | 0 | 0 | 0 | 0 | -19,600,000 | 0 | 0 | 0 | -19,600,000 | 0 | -19,600,000 |
| 0 | 0 | 0 | 0 | -19,600,000 | 0 | 0 | 0 | -19,600,000 | 0 -19,600,000 | ||
| Total comprehensive income for the period | |||||||||||
| Profit for the period | 0 | 0 | 0 | 0 | 34,961,520 | 0 | 0 | 0 | 34,961,520 | 21,268 | 34,982,788 |
| Change in revaluation surplus of financial assets, less tax | 0 | 0 | 0 | 0 | 0 | 2,969,649 | 0 | 0 | 2,969,649 | 0 | 2,969,649 |
| Change in fair value of cash flow hedging instruments, less tax | 0 | 0 | 0 | 0 | 0 | 0 | 259,625 | 0 | 259,625 | 0 | 259,625 |
| Actuarial gains/losses, less tax | 0 | 0 | 0 | 0 | 0 | 0 | 0 | -153,595 | -153,595 | 0 | -153,595 |
| 0 | 0 | 0 | 0 | 34,961,520 | 2,969,649 | 259,625 | -153,595 | 38,037,199 | 21,268 | 38,058,467 | |
| Changes within equity | |||||||||||
| Allocation of part of profit for the period to other equity | |||||||||||
| components pursuant to resolution of the Management and | 0 | 0 | 0 | 16,571,704 | -16,571,704 | 0 | 0 | 0 | 0 | 0 | 0 |
| Supervisory Board | |||||||||||
| Other changes in equity | 0 | 0 | 0 | -47,873 | 0 | 0 | 47,873 | 0 | 0 | 0 | |
| 0 | 0 | 0 | 16,571,704 | -16,619,577 | 0 | 0 | 47,873 | 0 | 0 | 0 | |
| Balance at 31 December 2017 | 58,420,965 89,562,703 18,765,115 126,842,241 | 46,155,977 | 11,671,809 | -80,472 | - 1,093,285 |
350,245,053 | 192,336 350,437,387 |
Financial Year 2016
| Fair value valuation reserves | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (in EUR) | Share capital |
Capital surplus |
Legal reserves |
Other revenue reserves |
Retained | earnings Investments | Financial Instruments |
Actuarial gains and losses |
Total equity attributable to owners of controlling shares |
Equity of non controlling interests |
Total equity |
| Balance at 31 December 2015 | 58,420,965 89,562,703 | 18,765,115 | 89,979,979 | 39,187,702 | 12,081,707 | -861,126 | -1,016,963 | 306,120,082 | 170,386 | 306,290,468 | |
| Changes in equity – transactions with owners | |||||||||||
| Dividends paid | 0 | 0 | 0 | 0 | -15,820,000 | 0 | 0 | 0 | -15,820,000 | 0 | -15,820,000 |
| 0 | 0 | 0 | 0 | -15,820,000 | 0 | 0 | 0 | -15,820,000 | 0 | -15,820,000 | |
| Total comprehensive income for the period | |||||||||||
| Profit for the period | 0 | 0 | 0 | 0 | 44,375,299 | 0 | 0 | 0 | 44,375,299 | 682 | 44,375,981 |
| Change in revaluation surplus of financial assets, less tax | 0 | 0 | 0 | 0 | 0 | -3,379,547 | 0 | 0 | -3,379,547 | 0 | -3,379,547 |
| Change in fair value of cash flow hedging instruments, less tax |
0 | 0 | 0 | 0 | 0 | 0 | 521,029 | 0 | 521,029 | 0 | 521,029 |
| Actuarial gains/losses, less tax | 0 | 0 | 0 | 0 | 0 | 0 | 0 | -9,010 | -9,010 | 0 | -9,010 |
| 0 | 0 | 0 | 0 | 44,375,299 | -3,379,547 | 521,029 | -9,010 | 41,507,771 | 682 | 41,508,453 | |
| Changes within equity | |||||||||||
| Allocation of residual net profit for comparable period to other equity components |
0 | 0 | 0 | 20,290,558 | -20,290,558 | 0 | 0 | 0 | 0 | 0 | 0 |
| Other changes in equity | 0 | 0 | 38,410 | 0 | 0 | 38,410 | 0 | 0 | 0 | ||
| 0 | 0 | 0 | 20,290,558 | -20,328,968 | 0 | 0 | 38,410 | 0 | 0 | 0 | |
| Balance at 31 December 2016 | 58,420,965 89,562,703 | 18,765,115 110,270,537 | 47,414,033 | 8,702,160 | -340,097 | -987,563 | 331,807,853 | 171,068 | 331,978,921 |
The consolidated financial statements of the Luka Koper Group for the year ended 31 December 2017 consist of the financial statements of the controlling company Luka Koper d. d., its subsidiaries, as well as attributable profits or losses of associates and jointly controlled entities.
Subsidiaries included in the consolidated financial statements:
Associates included in the consolidated financial statements:
Companies excluded from the consolidated financial statements as at 31 December 2017:
The companies Adria Investicije, d. o. o. and Logis Nova, d. o. o. were not included in the consolidated financial statements as they operate in a limited scope and are not considered significant for a fair presentation of the Group's financial position.
Luka Koper, d. d., pristaniški in logistični sistem, with its registered office at Vojkovo nabrežje 38 in Koper, Slovenia, is the controlling company of the Luka Koper Group. Consolidated financial statements for the year ended 31 December 2017 refer to the Luka Koper Group, which contains the controlling company and its subsidiaries, jointly controlled entities and associates.
The port's core activity is cargo handling and warehousing of all types of goods, which the Group supplements with diverse goods-related services and other services to secure an overall logistics support. Given the Concession Agreement, Luka Koper, d. d. maintains the port infrastructure and provides for the port's development.
The consolidated financial statements of the Luka Koper Group have been prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the International Accounting Standards Board (IASB), and interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC) and adopted by the European Union, and in accordance with provisions of the Slovenian Companies Act.
The Management Board of Luka Koper, d. d. approved the consolidated financial statements on 18 April 2018.
The consolidated financial statements have been prepared on the historical cost basis, except for derivatives and available-for-sale financial assets that were measured at fair value. Methods applied for fair value measurement are clarified within the note 'Fair value'.
The consolidated financial statements are presented in EUR (exclusive of cents), which is the functional currency of the controlling company.
Preparation of financial statements in conformity with IFRSs requires the management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Estimates are formed based on past experience and expectations in the accounting period. Formation of
estimates and the related assumptions and uncertainties are disclosed in the notes to individual items.
Estimates, judgements and assumptions are reviewed on a regular basis. Actual results may differ from these estimates, hence estimates and underlying assumptions are reviewed and relevant adjustments formed on an ongoing basis. Changes in accounting estimates are recognised in the period for which the estimates are modified, or in the coming periods that are impacted by respective changes.
Existence of possible indication of impairment for property, plant and equipment is assessed based on IAS 36. As at each reporting date, the Group assesses whether there is any indication (significant technological changes, market changes, obsolescence or physical wear and tear of individual property, plant and equipment) of possible impairment. If such indication exists, the Group is required to evaluate the recoverable value of the asset. Any asset is subject to impairment if its carrying amount exceeds its recoverable value. The recoverable value is the higher of the following two items: its fair value less selling expenses or its value in use.
The provision is recognised if the Group has legal or indirect obligations arising from a past event that can be reliably assessed, and if it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation. Potential obligations are not recognised in the financial statements, as their exact amount could not be established or their actual existence will be confirmed only upon the occurrence or nonoccurrence of events in the unforeseeable future, which the Company cannot influence.
The Management of each entity regularly checks whether the settlement of a potential obligation will likely require an outflow of resources embodying economic benefits. If it becomes probable that an outflow of future economic benefits will be required, provisions for legal disputes are formed for the possible liability in the financial statements.
While assessing the useful lives of assets, the expected physical wear and economic and technical aging is taken into account. In this relation, the Group regularly verifies useful lives with significant assets and in case of changed circumstances, the Group changes the useful life and consequently revalues the cost of depreciation.
The Group discloses its revenue in accordance with IAS 18. Revenue is classified as net sales revenues, other income and finance income. For the purpose of revenue recognition, each company applies the method of percentage of work finality as at the date of statement of financial position i.e. for cargo handling by volume and working hours performed, for warehousing and logistics by days and volume, for maintenance upon construction
situations and hours performed, for laboratory services by hours performed, and for hospitality and accommodation services by days and services rendered. The revenue is recognised under this method in the reporting period, in which the services were performed. Operating income is recognised by each company when it can be reasonably expected that it will result in cash receipts, unless such receipts were already realised when revenue was generated, and their amount can be reliably measured.
Information on significant estimates about uncertainty and critical judgement in applying accounting policies that have the most significant effect on the amounts recognised in the financial statements was applied in the assessment of:
Based on the estimate that sufficient profit will be available in the future, the Group has created deferred tax assets provided under the following (Note 17):
Deferred tax assets recognised under the formation of provisions for jubilee premiums and retirement benefits, are reduced by relevant amounts of provisions utilised or increased by amounts of newly formed provisions.
Given that the impairment losses on investments and receivables are not recognised as tax expenditure upon formation, the Group formed deferred tax assets in the relevant amounts. Deferred tax assets will be capitalised upon the sale or disposal of the investment or financial instrument and upon the final write-off of receivables.
The tax rate applied for calculating deductible temporary differences is 19 percent, which is also the general tax rate for corporate income tax.
Deferred tax liabilities are recognised for temporary differences arising on revaluation of available-for-sale financial assets (at fair value through profit or loss) to a higher value, whereas on revaluation of available-for-sale financial assets to a lower value, deferred tax assets are recognised.
At the reporting date, the amount of deferred tax assets or liabilities is reassessed. If there is no sufficient amount of available taxable profits, the amount of deferred tax assets is reduced accordingly.
Obligations for defined post-employment and other benefits record the present value of retirement benefits and jubilee premiums. They are recognised on the basis of an actuarial calculation approved by the Management. The actuarial calculation is based on assumptions and assessments valid during the calculation, which may differ in the future from the actual assumptions in force at the time as a result of changes. This pertains particularly to the determination of the discount rate, the assessment of the fluctuation of employees, the assessment of the death rate and the assessment of salary growth. Due to the complexity of the actuarial calculation and the long-term nature of the item, obligations for defined benefits are sensitive to changes in the mentioned assessments.
Interest rate swaps used as derivatives are measured on a monthly basis at fair (or market) value. The fair or market value of the instrument is calculated by the bank via which the Company entered into the hedging instrument and represents the value at which the Company could dispose the instrument prior to its maturity. The change in fair (or market) value of the instrument is recognised through equity items, as the derivative is earmarked within hedge accounting exclusively to hedge the selected borrowing against the rise of interest rates.
In addition, at the end of the reporting period, the Company assesses on an annual basis the effectiveness or efficiency of the hedge against interest rate risk, each time verifying the key elements of hedge and compliance of the instrument with the selected borrowing that is subject to respective hedging.
The accounting policies detailed below were consistently applied in all the periods presented in the consolidated financial statements.
The Luka Koper Group companies apply uniform accounting policies that have been changed and adjusted to Group's policies where necessary.
Subsidiaries are entities controlled by the parent or controlling company. Control exists when the controlling company has the ability to make decisions on the company's financial and business policies in order to obtain benefits from its operations. In assessing control, potential voting rights that might currently be exercised or replaced are taken into account as regards their existence and effect. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.
Associates are those entities in which the Group has significant influence but not control over the financial and operating policies. Investments in associates are initially recognised at cost and thereupon accounted for under the equity method. The consolidated financial statements of the Luka Koper Group comprise the company's share and profits and losses of jointly controlled entities, accounted for under the equity method upon the adjustment of accounting policies from the date when significant influence begins until the date when it ends. If the Group's share in the losses of associates exceeds their share, the book value of the Group's share is reduced to zero, whereas the share in further losses is no longer recognised.
Balances and any unrealised gains and losses or income and expenses arising from intragroup transactions are eliminated in preparing the consolidated financial statements. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is evidence of impairment.
Transactions in foreign currency are translated into euro at the reference exchange rate of the European Central Bank prevailing at the transaction date. Monetary assets and liabilities expressed in foreign currency as at the date of the statement of financial position are translated at the reference exchange rate of the ECB at the final day of the accounting year. All differences resulting from foreign currency translation are recognised in the income statement.
Items of property, plant and equipment are carried at cost. Under the cost model, an item of property, plant and equipment is carried at its cost less accumulated depreciation and accumulated impairment losses. The manner and methods used in the valuation of assets due to impairment are described in the section 'Impairment of property, plant and equipment'. The cost of an item of property, plant and equipment is equal to the monetary price on the date of the asset's recognition.
In addition to property, plant and equipment being acquired, the item of assets being acquired also includes advances for acquiring property, plant and equipment.
Parts of property, plant and equipment with different useful lives are treated as individual assets that are depreciated during the estimated useful life.
Land is accounted for separately and is not subject to depreciation.
Pursuant to IAS 23, the purchase cost of property, plant and equipment can also include borrowing costs if they can be directly associated to the purchase, construction or production of an asset in the course of construction. If the Company or Group agrees on a general borrowing which cannot be directly associated with the purchase of an asset in the course of construction, it will capitalise a proportionate share of costs calculated using the weighted annual interest rate by taking into account interest rate hedging, but solely for major investments (value and construction period exceeding EUR 1 million and 12 months, respectively). Investments with durations of several years that witnessed no inputs in the reporting period (halted investments) are excluded from the method of capitalising interest.
Borrowing costs are capitalised until the asset is in the course of construction. When the asset is transferred to use, borrowing costs are no longer capitalised. The amount of borrowing costs capitalised in the period must not exceed borrowing costs, which arise in the same period.
Subsequent expenditure incurred to replace a component of an item of property, plant and equipment increases its cost. The replaced component is no longer subject to recognition. Other subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the item of property, plant and equipment. All other expenditure is expensed when incurred.
In each period, depreciation charge is recognised in the income statement. An asset is subject to depreciation when it is made available for use. The items of property, plant and equipment are depreciated under the straight-line method of depreciation, considering the assessed economic life of an individual asset. The depreciation method used is reassessed at the end of each financial year. As a rule, the residual value of an asset is considered only for significant items of property, plant and equipment as is their cost of disposal. Land, assets being acquired, non-current assets classified to disposal groups (held for sale) and works of art are not depreciated. Useful lives applied with property, plant and equipment are as follows:
The carrying amount of an individual item of property, plant and equipment is derecognised upon its disposal or when no future economic benefits are expected from the asset's use or disposal. Any profit or losses resulting from disposal of individual item of property, plant and equipment is determined as the differences between the revenue from disposal and the carrying amount and are included in profit or loss.
| Assets | 2017 | 2016 |
|---|---|---|
| Buildings | 16.67–66.67 years | 16.67–66.67 years |
| Transport and transhipment equipment | 5–17.86 years | 5–17.86 years |
| – locomotives |
6.67–10 years | 6.67–10 years |
| – forklifts, shippers |
8 years | 8 years |
| Computer hardware | 4–5 years | 4–5 years |
| Other equipment | 4–10 years | 4–10 years |
Investment properties are held to bring rent and/or increase the value of the non-current investment. Investment property is measured under the cost model. Depreciation is accounted for under the straight-line depreciation method over the estimated useful life of an individual asset. Land is not depreciated. Facilities under lease are divided into individual
parts according to their estimated useful lives. The following depreciation rates are used for investment property:
| Investment property | 2017 | 2016 |
|---|---|---|
| Buildings | 16.67–66.67 years | 16.67–66.67 years |
Initially, intangible assets are recognised at cost. After initial recognition, they are recognised at their cost reduced by accumulated amortisation and accumulated impairment losses.
Amortisation begins when an asset is ready for its use, i.e. when the asset is on the location and in the condition necessary for it to operate as intended.
The carrying amount of an item of intangible assets with final useful life is reduced using the straight-line amortisation method over the period of its useful life. All intangible assets have finite useful lives.
The amortisation period and amortisation method for an intangible asset with finite useful life is reviewed at least at each financial year-end. If the asset's expected useful life differs significantly from previous estimates, the amortisation period is adjusted accordingly.
The useful life of an item of intangible assets that arises from contractual or other legal rights does not exceed the period of these contractual rights or legal rights, however, it may be shorter, depending on the period during which the asset is expected to be used. The assessed useful life of other items of intangible assets is 10 years (the applied useful lives are presented in the table below).
| Intangible assets | 2017 | 2016 |
|---|---|---|
| Non-current property rights | 5–10 years | 5–10 years |
| Development costs | 10 years | 10 years |
Investments in associates and other companies are measured at cost. On each date of the statement of financial position, the Group assesses whether there is any indication of impairment. Any impairment loss on investment is recognised in the income statement.
Financial instruments are classified into the following categories:
Loans and receivables are recognised on the settlement date and measured at amortised cost using the effective interest rate method.
Non-current and current receivables are carried separately in books of account. Interest arising on stated receivables is recorded among off balance sheet items. Upon recognition, current and non-current trade receivables are disclosed at contractually agreed amounts or as recorded in the relevant accounting documents. Other operating receivables include short-term deferred costs or expenses and accrued income.
The Group companies form allowances in their full amount for all trade receivables and interest receivables based on individual assessment. Allowances for receivables due from companies in bankruptcy or liquidation procedure are formed immediately once such proceeding begins, in the total amount (100 percent).
Impairment losses are charged to revaluation operating expenses associated with receivables.
On initial recognition, loans are carried at fair value. After initial recognition, they are stated at amortised cost using the effective interest rate method. In terms of maturity, loans are classified into non-current or current assets. With a view of credit risk management, maturity of individual loans as well as the method of settlement and collateral (e.g. bills of exchange, pledge of securities and other movable or immovable property, potential for unilateral netting of mutual liabilities, etc.) is determined taking into consideration the credit rating of the borrower. In the event of a borrower failing to meet their contractual liabilities, collateral is liquidated or, if legal proceedings have been instituted, the investment is impaired.
On initial recognition, borrowings are carried at fair value and thereupon at amortised cost using the effective interest rate method. In terms of maturity, borrowings are classified into
non-current and current financial liabilities. On the last day of the year, all financial liabilities maturing in the next year are reclassified to current financial liabilities. Borrowings are insured with bills of exchange and certain loan covenants, whereby one borrowing is collateralised with assignment of receivables.
Available-for-sale financial assets comprise all of the investments in equity securities. On initial recognition, they are measured at fair value increased by the cost of transaction relating to the acquisition of an individual financial asset. Fair value is considered market value based on the closing price of a security on a stock exchange or the published daily net asset value of a mutual fund. Fair value changes are recognised in other comprehensive income within equity. The declining volume of securities is accounted for in books of account using the average prices method. Upon derecognition, gains or losses are transferred to profit or loss. Additions and disposals are recognised as at the trading date.
All other investments, for which no operating market exists and the fair value of which cannot be measured reliably, are measured at cost.
Cash comprises cash in hand and sight deposits, deposits redeemable at notice or deposits with maturities of up to three months.
The Group does not issue derivative financial instruments (derivatives) for trading purposes. Derivatives are used to hedge the Group's exposure to risks arising from financing and investing activities. Derivatives are recognised at fair value. The method of recognising gains or losses from changes in fair value depends on the type of hedging and on whether hedge accounting has been applied or not. The Group uses derivatives for hedge accounting exclusively. In hedge accounting, gains or losses from changes in fair value are recognised by recognising the portion of the gain or loss on the hedging instrument that is determined to be an effective hedge, in other comprehensive income. When the forecast transaction becomes an asset or a liability, the associated cumulative gains or losses are removed from equity and entered into the initial measurement of the acquisition cost or other carrying amount of the asset or liability. The ineffective portion of the hedge is immediately recognised in profit or loss.
Inventories are measured at cost or net market value, whichever is lower. An item of the materials inventory is measured at cost, which comprises the purchase price, import duties and other non-refundable purchase taxes, and direct costs of purchase. Non-refundable
purchase taxes also include non-refundable VAT. Cost is reduced by trade discounts. The weighted average price method is used for reducing the materials inventory. Small tools put in use are immediately transferred among costs. Inventories are not subject to revaluation due to increases.
The share capital of the Luka Koper Group in the amount of EUR 58,420,965 consists of 14,000,000 shares that are freely transferable. The nominal value of a share is EUR 4.17.
The Group records legal reserves in the amount of at least 10 percent of share capital as required by the Companies Act (ZGD-1). Legal reserves and share premium are not included in the accumulated profit and are not subject to distribution. The Group has no statutory reserves, as they are not envisaged under the Articles of Association.
Reserves arising on valuation at fair value comprise reserves arising from valuation of investments measured at fair value, valuation of hedging instruments measured at fair value, and with respect to unrealised actuarial gains and losses.
Retained earnings consist of the unappropriated portion of the net profit for the period.
Dividends are recognised in the Group's financial statements once the decision on the distribution of dividends is adopted by the general meeting.
As at 31 December 2017, the Group had no authorised capital.
The Group forms provisions for disputes and damages related to alleged business offences. Provisions are formed and their amount determined in consideration of the following criteria:
• A reliable estimate can be made of the amount of the obligation.
In accordance with statutory requirements and the collective agreement, the Group is obligated to pay jubilee premiums and termination benefits on retirement. These payments are measured using the method of accounting that requires that an actuarial liability is assessed on the basis of expected salary growth from the valuation date until the employee's anticipated retirement. This means that benefits are accrued in proportion to the work performed. The assessed liability is recognised as the present value of expected future expenditure. Anticipated salary growth and employee turnover are also considered as part of measurement.
Actuarial gains or losses for termination benefits in the current year are recognised in other comprehensive income under equity based on an actuarial calculation, whereas current and previous employee benefits and interest expenditure are recognised in profit or loss. Current employee benefit costs and interest expenditure as well as actuarial gains or losses are recognised in profit or loss for jubilee premiums.
The calculation of provisions for retirement and jubilee premiums is based on the actuarial calculation as at 31 December 2017, using data as at 31 October 2017 (no major deviations), which took into account the following assumptions:
For the 2018 and 2019 calculations, we used average salary increase rates for the Republic of Slovenia as outlined in the Autumn Forecast of Economic Trends 2017 (Institute of Macroeconomic Analysis and Development). Average salaries in Slovenia are expected to increase as of 2020 by an annual 2 percent due to inflation and by 1 percent due to real growth. It is assumed that the amounts as set in the Decree on the Levels of Reimbursed Work-related Expenses and of Certain Income not to be Included in the Tax Base (Official Gazette of RS No 140/06 and 76/08) in 2018 and 2019 will not increase, whereby an increase of these amounts is expected subsequently in line with inflation;
Increase in basic salaries in the amount of the annual inflation, increased by 0.2 percent from 2020 onwards; basic gross salary growth is taken into account due to promotions, i.e. 0.5 percent p.a. Bonus for total years of service is taken into account at 0.5 percent of the basic salary for each full year of service. In case of four individual contracts, the bonus for total years in service does not apply. Accordingly, the nominal monthly wage growth rate – in view of inflation and actual growth – would be 1.6 percent next year, 2.1 percent in 2019 and 2.2 percent from 2020 onwards.
Non-current deferred income is recognised if over a period exceeding one year, it covers the anticipated expenses.
The Group forms non-current deferred income for regular maintenance of port infrastructure. Non-current deferred income for maintenance is formed if costs of the public utility services of regularly maintaining the port infrastructure are formed up to the amount that corresponds to the amount of revenues from port dues. In the event of costs exceeding revenues from port dues, non-current deferred income is derecognised in the amount of the surplus.
All kinds of government grants are initially recognised in the statement of financial position as deferred income when there is assurance that the Group will receive such grants and meet the related terms. Government grants to cover costs are consistently recognised in profit or loss in the periods when the relevant costs that these revenues are supposed to cover are incurred.
In compliance with the Maritime Code, Luka Koper, d. d. and the Government of the Republic of Slovenia arranged matters in the port of Koper in September 2008 by entering into a Concession Agreement within the Decree on the Administration of the Freight Port of Koper, Port Operations, and on Granting the Concession for the Administration, Management, Development and Regular Maintenance of its Infrastructure, and defined the concession relationship for the period of 35 years from the date of concluding the Agreement.
Pursuant to provisions of the Concession Agreement, the concession operator is required to keep its books of account in a way that provides for separate financial monitoring of the activity, which is carried out on the basis of exclusive rights granted.
In its books of account, the Company keeps separate records of income from port tax in an individual year and of costs of performing concessions activities. Any income surplus generated through port duties over maintenance costs relating to port infrastructure is kept by the concession provider as short-term deferred income for costs of maintaining the port infrastructure in the coming years as required by Article 9.3. of the Concession Agreement. Financial monitoring of the public service is based on policies and principles of cost accounting and criteria of separate bookkeeping. In 2017, the Company reviewed the criteria and proposed a change thereof. The change of criteria was adopted by the supervisory body of Luka Koper, d. d. in March 2018. Relevance of criteria and regularity of use were verified by the approved auditor BDO Revizija, d. o. o., by issuing a written opinion on 12 April 2018.
In accordance with the Concession Agreement concluded with the Republic of Slovenia and the criteria approved by the latter, Luka Koper, d. d. forms non-current deferred income for ordinary maintenance of port infrastructure in the amount equal to the surplus of income from port dues over the related costs of the public service. In the event of costs exceeding revenues from port dues, non-current deferred income is derecognised in the amount of the surplus.
The Company Luka Koper, d. d. as the concession operator, obtained from the Republic of Slovenia, as the concession provider, the exclusive right for performing port activities of cargo operation and maritime passenger transport in the port area, and the related exclusive right for port administration and management, and for the administration and development of port infrastructure not intended for public transport, and pursuant to Article 44 of the Maritime Code, also the exclusive right to perform public utility services of regular maintenance of the port infrastructure that is intended for public transport.
Furthermore, pursuant to Article 7.9.6. of the Concession Agreement, Luka Koper, d. d. keeps records on investments made in port infrastructure in each financial year. Luka Koper, d. d. is required to indicate investments in each individual year in a special appendix to the annual report, which is to be examined and approved by a certified auditor.
In accordance with Article 10.1. of the Concession Agreement, Luka Koper, d. d. pays a concession tax, which amounts to 3.5 percent of the annual revenue generated less port dues collected in the relevant year. The basis for levying the concession tax is the audited income statement of Luka Koper, d. d. The annual concession tax amount is paid in monthly instalments of advance payments calculated not later than by 30 July of the current year on the basis of audited data for the previous calendar year. Port dues account for 4 percent of the controlling company's operating income and are in terms of their content a constituent part thereof. The amount of port dues is established by the controlling company Luka Koper,
d. d. in agreement with the government. The remaining 96 percent of the controlling company's operating income is generated through rendering of services of cargo handling and warehousing, whose fees and prices are formed on the basis of market regularities. The development and overhaul of the port infrastructure is carried out by the controlling company in its own capacity and on its own behalf. Upon the concession's expiry, the concession operator is entitled to the refund of unamortised part of investments. Given the above-mentioned provisions of the Concession Agreement, the Group shall not apply IFRIC 12.
The public utility service of collecting waste from vessels in the Koper port area is being performed in line with the Decree on the method, subject and conditions for the provision of national public utility service of collecting waste from vessels (Official Gazette of the Republic of Slovenia, No. 59/2005), and the Decree on port reception facilities for shipgenerated waste and cargo residues (Official Gazette of the Republic of Slovenia, No. 78/2008). These services comprise regular reception of ship-generated waste and cargo residues, installation of port facilities for reception of ship-generated waste and cargo residues in accordance with regulations governing port reception facilities, receipt of messages about intended delivery of ship-generated waste and cargo residues, separate collection, sorting and storage of accepted waste and cargo residues by using port reception facilities, delivery for processing with a view of re-use, recycling or disposal of processing residues in accordance with environmental protection regulations governing waste management, and informing the public and users about the manner of delivering waste and cargo residues. For purposes of reports within the public utility service of collecting waste from vessels, the Company Luka Koper, d. d., based on provisions of the Transparency of Financial Relations and Maintenance of Separate Accounts for Different Activities Act has taken into account the principles of cost accounting and criteria of separate bookkeeping. In 2017, the Company reviewed the criteria and proposed a change thereof. The change of criteria was adopted by the supervisory body of Luka Koper, d. d. in March 2018. Relevance of criteria and regularity of use were verified by the approved auditor BDO Revizija, d. o. o., by issuing a written opinion on 12 April 2018.
Until 31 December 2016, Luka Koper, d. d. was performing the public utility service of collecting waste from vessels through its subsidiary Luka Koper INPO, d. o. o., which acted as its performance assistant. The two companies had an agreement of cooperation between them. Luka Koper INPO, d. o. o., is fully controlled by Luka Koper, d. d. and the companies are considered to form a single economic unit based on the settled case law of the European Court of Justice. As at 1 January 2017, the companies signed an annex to the agreement stipulating, among others, that from 1 January 2017, Luka Koper INPO, d. o. o. as the performance assistant shall perform the public utility service of collecting waste from vessels in the Koper port area in the name and for the account of Luka Koper, d. d.
On initial recognition, borrowings are carried at their fair value less attributable transaction costs. The difference between historical cost and amortised cost is reported in profit or loss over the loan repayment period, using the effective interest rate method.
Non-current operating liabilities include collaterals received for rented business premises. Current trade liabilities and payables to the state and employees are shown separately. Other operating liabilities include short-term deferred income and short-term accrued costs or expenses.
Income tax is accounted for in compliance with provisions of the Corporate Income Tax Act. The basis for the income tax calculation is the gross profit increased by the amount of nondeductible expenditure and reduced by the amount of statutory tax relief. Such basis is used for accounting the corporate income tax liability. As for 2017 and the comparative 2016, income tax liability was calculated at the rate of 19 percent.
In order to disclose an appropriate profit and loss for the reporting period, the Group also accounted for deferred taxes. These are disclosed as deferred tax assets and deferred tax liabilities. In accounting for deferred taxes, the balance sheet liability method was applied. The book value of assets and liabilities was compared with their tax value, and the difference between both was defined as either permanent or temporary. Temporary differences were subdivided into taxable and deductible differences. Taxable temporary differences increased the Group's taxable amounts and deferred tax liabilities. Deductible temporary differences decreased the Group's taxable amounts and increased deferred tax assets.
Deferred tax assets are offset against deferred tax liabilities if a legally enforceable right exists to offset current tax assets against current corporate income tax liabilities and the deferred taxes involve the same taxable legal entity and the same tax authority.
The basic and diluted earnings per share were calculated by dividing the net profit for the period with the weighted average number of ordinary shares in issue.
The Group's core activity is cargo handling and warehousing of all types of goods, goodsrelated services, and other related services. The respective services are all carried out in Slovenia, for both local as well as foreign customers. Foreign customers come from European markets, which are considered most significant for the Group, as well as from Asia and America. The 's customers include the world's largest shipping companies, major international corporations, end-users of our services, and other major and smaller domestic and foreign companies that deem the port of Koper as the provider of the fastest and highest quality logistics service.
The Group recognises operating income when it can be reasonably expected that it will result in cash receipts, unless such receipts were already realised when revenue was generated, and their amount can be reliably measured.
Income from services rendered is recognised using the stage of completion method as at the date of the statement of financial position. Under the method, income is recognised in the accounting period in which the services are rendered. The amount of each significant category of revenue recognised in the accounting period is disclosed, as well as revenue generated in connection with domestic and foreign customers.
Rental income primarily comprises income from investment property i.e. income generated from facilities and land that are leased out under operating lease Rental income is recognised within operating income.
Other operating income comprises revaluation operating income from the sale of property, plant and equipment, subsidies, donations, insurance proceeds and other income. Government grants and other subsidies primarily refer to funds received for activities within the European development projects that aim to increase the port's competitiveness, energy efficiency, environmental safety, and ensuring efficient port processes. Subsidies received to cover the costs incurred are recognised strictly as income in the periods when the relevant costs that this income is supposed to cover are incurred.
Income from utilising retained wage contributions is recognised in compliance with the Vocational Rehabilitation and Employment of Disabled Persons Act in the amount of eligibly used funds.
Other income is recognised when it can be justifiably expected that cash receipts will flow from them.
Finance income comprises interest income from loans, default interest on late payment of services and receivables, dividend income, income from disposal of available-for-sale financial assets, and foreign exchange gains. Interest income is recognised when accrued using the effective interest method. Dividend income is recognised in profit or loss when a shareholder's right to payment is established.
Finance expenses comprise interest costs on borrowings, foreign exchange losses and impairment losses on financial assets recognised through profit or loss. Costs of borrowings and approval of these are recognised in the profit or loss over the entire maturity of the borrowings.
Costs are recognised as expenses in the accounting period in which they are incurred. They are classified according to their nature. Costs are carried and disclosed by types. Expenses are recognised if decreases in economic benefits during the accounting period are associated with decreases in assets or increases in liabilities, and those decreases can be measured reliably.
If there is any indication that an asset may be impaired, the asset's recoverable amount is assessed in accordance with IAS 36. When the asset's recoverable amount cannot be assessed, the Group determines the recoverable amount of cash generating unit to which the asset belongs. Impairment loss is recognised in the income statement. Impairment losses should be reversed if the estimates used to determine the asset's recoverable amount have changed. Impairment loss is reversed up to the amount to which the increased book value of an asset does not exceed the book value that would be established after deducting depreciation if impairment loss on the asset was not recognised in previous years. The reversal of the impairment loss is recognised as revenue in profit or loss.
On each reporting date, financial assets are tested for impairment using criteria set out in the accounting manual in order to determine whether there is any objective evidence of financial asset's impairment. If such objective evidence exists, the Group calculates the amount of impairment loss.
When the Group determines that investments carried at amortised cost should be impaired, the amount of the loss is measured as the difference between the investment's carrying amount and the present value of expected future cash flows discounted at the original effective interest rate. The amount of impairment loss is recognised in profit or loss. When
the reasons for impairment of an investment cease to exist, the reversal of the impairment of the investment carried at amortised cost is recognised in profit or loss.
When the Group determines that investments in subsidiaries, associates and other companies carried at cost should be impaired, the impairment loss is recognised in profit or loss as the difference between the carrying amount of the financial asset and the present value of estimated future cash flows (or other assessed value) discounted at the current market rate of return for similar financial assets.
The statement of other comprehensive income outlines the net profit or loss for the period as well as other comprehensive income inclusive of items that will be reclassified to profit and loss at a future date and those that will never be reclassified to profit or loss in accordance with the provisions and requirements of other IFRSs.
The Group's statement of cash flows is presented by applying the indirect method, on the basis of items reported in the statement of financial position as at 31 December 2017 and 31 December 2016, as well as items in the income statement for the financial year then ended, inclusive of any necessary adjustments of the cash flow.
The statement of changes in equity outlines changes in individual equity components during the financial year (total income and expenses, in addition to transactions with stakeholders that act owners), inclusive of the net profit or loss distribution. The statement of other comprehensive income is also included which increases net profit of the accounting period by total revenue and expenses directly recognised in the equity.
The Group monitors and strives to manage risks at all levels of business. In the assessment of risks, various risk factors are considered. Efficient risk management is ensured by timely identification and management of risks and by relevant guidelines and policies, which are laid down in documents of the overall management system.
The Group's operations are exposed to strategic, operational and financial risks, which largely depend on market laws and thereby requires active and ongoing monitoring. Procedures for risk identification are described in the business report's chapter Risk management. In addition to strategic and operational risks, the Group also encounters financial risks, of which the most significant ones include the risk of fair value changes, interest rate risk, liquidity risk, currency risk and credit risk, as well as the risk of adequate capital composition. How financial risks are identified and managed within the Group is disclosed in Note 32 'Financial instruments and financial risk management'.
The standards and interpretations presented below were not yet effective until the date of consolidated financial statements and have not yet been confirmed by the European Union. Relevant standards and interpretations will be applied in preparing the Group's financial statements upon their entry into force.
In July 2014, the International Accounting Standards Board published the final version of the standard IFRS 9 Financial Instruments containing the requirements of all individual phases of the project to replace the standard IAS 39 Financial instruments: Recognition and Measurement and all the previous versions of the IFRS 9 standard. The IAS 39 remains in force for a fair value hedge of interest rate risk of a portfolio of financial assets or liabilities; an entity may choose as its accounting policy choice to continue to apply the hedge accounting requirements of IAS 39 or to apply the hedge accounting requirements in IFRS 9. The revised standard introduces new requirements for the classification and measurement of financial assets and liabilities, recognition of their impairment and hedge accounting. Even though the basis for applicable measurement of measuring financial assets – amortized cost, fair value through other comprehensive income (FVOCI) and fair value through profit and loss (FVTPL) – remain similar to those in IAS 39, the criteria for setting the correct measurement criteria differ materially.
A financial asset is measured according to its amortized value if the following requirements are met:
Entities can also irrevocably include subsequent changes to the fair value (including positive and negative currency exchange differences) of an equity instrument that is not meant for trading, in its other comprehensive income statement. The above subsequent changes can in no case be transferred to profit or loss. Debt instruments, measured according to fair value through other comprehensive income (FVOCI), income from interest, expected credit loses as well as positive and negative currency exchange results, are recognised in the profit and loss statement in the same way as assets measured according to amortised value. Other profit and loss is recognised in other comprehensive income and is, after revoking the recognition, transferred to the profit and loss account. The model calculates impairments in accordance with the IFRS 9 and replaces the model of incurred loss as recognised by IAS 39, which also includes the model of expected credit loss; the latter means that impairment can be recognised before the loss actually occurs. IFRS 9 includes a new general hedge accounting model, which brings such accounting closer to actual risk management. Various types of hedge accounting – fair value hedges, cash flow hedges and hedges of net investments in foreign operations – remain unchanged, however require additional
assessments. The standard includes new requirements that must be met (continuing with and stopping hedging risk calculations) and allows other types of hedging to be treated as protected items. Additional and extensive disclosures are necessary regarding hedging and activities to deal with risk mitigation.
The EU adopted the standard on 22 November 2016. The revised standard IFRS 9 is effective for accounting periods beginning on or after 1 January 2018. Conversion of data from previous periods is not necessary and is allowed if data is available and without using the new provisions. Earlier application is permitted. Amendments to the standard must be applied retrospectively, however, presentation of compared data is not compulsory. Earlier application of previous versions of standard IFRS 9 which were published in the years 2009, 2010 and 2013 is permitted provided that an entity carried out the transition to IFRS at any time before 1 February 2015.
The Group does not expect for the standard in question to have a significant impact on its consolidated financial statements for the following reasons:
The new impairment model requires the recognition of provisions for impairment, which is based on expected credit losses rather than just realized credit losses, such as is the case with IAS 39. The Group will also form a value adjustment for receivables non past due based on the risk assessment performed for its customers whose total turnover will exceeded 98 percent within a specified period. Despite the above, the Group does not expect a significant impact on its consolidated financial statements in this respect.
The newly-adopted standard does not impact financial investments.
The amendments address concerns arising from implementing the new financial instruments standard, IFRS 9, before implementing the new insurance contracts standard being devised by the Board to replace IFRS 4. All companies that issue insurance contracts may choose between an optional temporary exemption from applying IFRS 9 and overlay application.
Amendments were adopted by the EU on 3 November 2017. Temporary exemption shall apply for accounting periods beginning on or after 1 January 2018 or at the first application of IFRS 9.
The Group may opt for overlay approach upon first application of IFRS 9 and use it retroactively for the financial assets set out upon transition to IFRS 9. The Group adapts the comparative information that reflect the overlay application only if it adjusts the comparative information upon using IFRS 9.
The Group does not expect for these amendments to have a significant impact on its consolidated financial statements.
In May 2014, the International Accounting Standards Board published IFRS 15, which introduces a new five-stage model for recognition of revenue obtained by an entity from contracts with customers. Pursuant to IFRS 15, an entity recognises revenue to depict the transfer of promised goods or services to the customer in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. With regards to the fulfilled criteria, the income is recognised over time and in the way that reflects the entity's operations or in moment when control over goods and services is transferred to the customer. The accounting principles under IFRS 15 thus offer a more structured approach to measurement and recognition of revenue. IFRS 15 also establishes the principles that bind an entity to report useful information to users of financial statements about the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers.
The new standard applies to all entities and replaces the existing requirements of International Financial Reporting Standards in relation to recognition of revenue. The EU adopted the standard and the amendment to IFRS 15 "Date of entering into force of IFRS 15" on 22 September 2016. Full application of the new standard is effective for annual periods beginning on or after 1 January 2018, whereas a modified standard has to be applied retrospectively. The new standard provides a framework that supersedes the existing instructions on revenue recognition under IFRS. Earlier application is permitted.
The Group does not expect any significant differences in the recognition of revenues from the sale of goods and services under the new standard. An analysis of contracts with customers has shown that they meet the criteria of the new standard for revenue recognition; performance obligations are defined adequately in contracts, allowing their classification and measurement, and determining when they might be satisfied. Contracts with customers comprise the sale of goods and services, which shall be shown separately by the Group in its financial statements.
The Group does not expect any significant differences in time-based recognition of revenue.
The majority of revenue results from contracts defined as simple supply of services. Since the contracts include no separately identifiable obligations, the Group deems its valid
accounting policy for recognition of revenue to be in line with the new requirements of IFRS 15.
IFRS 15 contains specific criteria to determine which contract related costs may be capitalized, while also introducing the distinction between the costs related to the acquisition and to fulfilment of contracts. The Group estimates that there will be no significant implementation costs.
The Group does not expect for the standard in question to have a significant impact on its separate financial statements:
In April 2016, the International Accounting Standards Board published Clarifications to IFRS 15 addressing several matters that have been subjected to assessment by the Expert Group "Joint Transition Resource Group for Revenue Recognition".
Amendments:
Amendments to the standard shall enter into force on 1 January 2018, the date of entry into force of IFRS 15. They further clarify rather than change the requirements of IFRS 15. The Group must apply the amendments retrospectively. Earlier application is permitted and must be disclosed by the Group.
The Group has carried out an impact assessment of IFRS 15 for all companies in the Group and detected potential impact only for the controlling company.
In the 2017 financial year, the Group studied the requirements of IFRS 15 and applied the standard's five-step model to its contracts:
In 2017, the Group assessed the contracts and bids in order to ascertain whether they meet the criteria to be labelled as such or whether contracts would have to be joined.
Based on its review of contracts and bids, the Group identified performance obligations but adopted a position that it holds only one performance obligation, namely the provision of port activities. This performance obligation is then divided into sets and these into subsets. For the subsets, it was necessary to determine whether performing the service happens instantly or over time. Subsets defined as "over time" consist of several co-dependent services (i.e. ship – storage – vehicle) and are billed at the entrance or exit.
The position that the Group only holds one performance obligation was adopted because the goods on which the Group performs its services are located on the premises of Luka Koper, which is under close scrutiny by the Company itself as well as other bodies (customs etc.) and because the owner of goods or any other stakeholder in the logistics chain cannot benefit from the service until it is completed and the goods dispatched, thus leaving the area of Luka Koper. Several performance obligations could be defined if the customer would benefit from an individual subset of services, which would be available to him independently and when the promise to transfer the service would have been separated from other provisions in the contract.
The prices in the Company are set at fixed or variable rates. Variable rates occur when the Company offers a volume discount.
Should it be ascertained that the Group disposes of several performance obligations in some of its contracts, it would have been necessary to set the price for individual obligations, however such a case was not found among the identified Company contracts.
The Group ascertained the moment when revenue is recognised according to contract identification. For the contracts, which stipulate that a service can be performed over a longer period of time, the standard determines that revenue over time of performing the service is recognised only if one of the following criteria is met:
Based on the above investigation, the Group does not expect these amendments to have a significant impact on its separate financial statements.
The scope of application of IFRS 15 comprises leases of all assets with a few exceptions. Pursuant to the standard, lessees should recognise all leases through profit and loss under a single lessee accounting model, regardless of a business or financial lease, as part of the balance sheet and in the same manner that finance leases are recognised pursuant to IAS 17. IFRS 16 replaces IAS 17 Leases. The standard allows two exemptions in recognising assets, i.e. when the underlying asset is of low value (such as personal computers) and short-term leases (leases with a term of less than 12 months). As at the date of the beginning of lease, the lessee is required to recognise the obligation to make lease payments (i.e. a lease liability) and the asset representing the right to use the underlying leased asset for the duration of the lease (i.e. a right-of-use asset).
Pursuant to IFRS 16, a contract is - or contains - a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for payment. Lessees shall recognise separately interest expense with respect to the lease liability and depreciation costs from the right-of-use asset. The right to use of asset is amortized and the interest accrued to the liability. The later causes a concentrated pattern of costs for the major share of leases, even though the lessee pays back-to-back annual lease payments. If certain events should occur (such as changes in the lease period, changes in the value of future lease payments due to variations in the index or rate, based on which lease payment is determined), lessees shall have to re-measure the lease liability). In general, lessees recognise the re-measurement value of lease liability as an adjustment to the right-of-use asset.
The application of the new standard does not significantly change the lease calculation for the lessor and the distinction between business and financial lease remains in force for the lessor.
For the lessor, accounting requirements are not considerably different from those in force under IAS 17.
The EU adopted the standard on 31 October 2017. The IFRS 16 standard is applicable for annual periods beginning on or after 1 January 2019. The lessee may decide to apply the standard retroactively in full or in part. Transitional provisions of the Standard allow for certain facilitating measures. Earlier application is permitted, but only if an entity has already applied IFRS 15.
The Group is examining the effects of the new standard and will apply it as it enters into force.
Pursuant to the amendments, entities are required to disclose changes in liabilities arising from financing activities, including the changes from financing cash flows and non-financial changes such as positive or negative effects of foreign exchange rates, changes arising from obtaining or losing control of subsidiaries and changes in fair values.
The amendments were adopted by the EU on 6 November 2017 and apply to annual periods starting on or after 1 January 2017.
Upon adopting the amended standard, entities do not have to provide comparative information for previous periods. Earlier application was permitted.
Amendments did not have a major impact on the Group's statements.
Amendments to IAS 12: Income taxes –Recognition of Deferred Tax Assets for Unrealised Losses
The Board published the Amendments to IAS 12: Income taxes in order to explain the calculation of deferred tax assets for unrealised losses for debt instruments, measured according to fair value.
The amendments clarify that an entity needs to consider whether tax law restricts the sources of taxable profits against which the deductible temporary differences can be utilised. They also clarify how an entity is to determine its future taxable profit and the circumstances in which a taxable profit can entail the return of certain assets to the amount that exceeds their bookkeeping value.
Upon applying the amended standard for the first time, an entity may recognise the change in the opening equity of the earliest comparative period in opening retained earnings (or other comparable equity component) without allocating the change between opening retained earnings and other components of equity. The entities using this deduction had to disclose said usage.
The amendments were adopted by the EU on 6 November 2017 and apply to annual periods starting on or after 1 January 2017.
Amendments did not have a major impact on the Group's statements.
The amendments clarify the area of application of the standard as they state that disclosures required in IFRS 12 (with the exception of those subsumed in accounting statements of subsidiaries, joint arrangements and associated companies) also apply to the entity's stakes, listed in article 5 and in accordance with IFRS 5: Non-current Assets Held for Sale and Discontinued Operations, are listed among sales assets, among assets to be distributed among the owners, or discontinued operations, however, these amendments are not used for disclosure pursuant to items B10-B16.
Amendments did not have a major impact on the Group's statements.
Amendments refer to the question whether in the event of long-term interests (particularly in the light of requirements to weaken long-term interests in associates and joint ventures that form part of the "net investment" in such associates or joint ventures) an entity should apply IFRS 9, IAS 28, or a combination of both. Amendments clarify that when accounting for long-term interests that are not measured by the equity method, the entity applies IFRS 9 Financial instruments before applying IAS 28. When applying IFRS 9, the entity does not take into account any adjustments of the carrying value of long-term interests, which derive from the IAS 28.
Amendments apply for annual periods beginning on or after 1 January 2019. Earlier application of amendments is permitted.
The Group is examining the effects of the new standard and will apply it as it enters into force.
Amendments clarify requirements for transfers to, or from, investment properties.
An entity applies the amendments to changes in use that occur on or after the beginning of the annual reporting period in which the entity first applies the amendments. Retrospective application is also permitted if that is possible without the use of hindsight.
Amendments reinforce the principle from IAS 40 Investment property regarding the transfers into, or out of, investment property so that it now specifies that such a transfer should only be made when there has been a change in use of the property. Pursuant to the amendments, a property transfer takes place when, and only when, a de-facto change occurs in the usage, i.e. a property begins to or ceases to meet the definition of investment
and there exists evidence of such a change in use. A change in management's intentions does not constitute evidence of a change in use.
Amendments were adopted by the EU on 14 March 2018 and are applicable to annual periods beginning on or after 1 January 2018 as well as are applicable prospectively. Earlier application is permitted.
The Group is examining the effects of the amendments to the standard and will apply them as they enter into force.
Amendments refer to three main areas:
• The effect of vesting conditions on measuring cash-settled share-based payment transactions.
Amendments clarify that the method of accounting for performance conditions for measuring equity-settled share-based payment transactions is also used for cash-settled share-based payment transactions.
• Classification of share-based payment transactions with a net settlement feature for withholding tax obligations.
This amendment adds an exception to address a specific circumstance when there is an agreement on net settlement for an entity to meet its obligation to withhold a certain amount based on tax laws or regulations, thus to fulfil the employees' tax obligation linked with share-based payment.
• A modification to the terms and conditions of a share-based payment that changes the classification of the transaction from cash-settled to equity-settled.
This amendment clarifies that in the case of a change to the conditions of the cash-settled share-based payments, due to which such a payment becomes equity-settled share-based payment, from the date of the change such a transaction shall be recorded as equity-settled payment.
This amendment was adopted by the EU on 26 February 2018. It is applicable retroactively and applies to annual periods beginning on or after 1 January 2018. Earlier application is permitted. Upon adoption, entities must apply the amendments without adjusting information for preceding periods. However, retrospective application is allowed when an entity decides to use the three amendments and when all other criteria have been met. Earlier application is permitted.
The Group does not expect for these amendments to have a significant impact on its consolidated financial statements.
Pursuant to these amendments, particular financial assets with a prepayment feature, enabling the contractual party to receive or demand reasonable additional compensation for early terminations of contracts (which is considered "negative compensation" by the holder of a financial asset), are measured at amortized cost or at fair value through other comprehensive income.
Amendments were adopted by the EU on 22 March 2018 and are applicable to annual periods beginning on or after 1 January 2019. Earlier application of amendments is permitted.
The Group is examining the effects of the new standard and will apply it as it enters into force.
Amendments address an acknowledged inconsistency between IFRS 10 and IAS 28 relating to how to account for transactions in which a parent entity loses control of a subsidiary by selling it or contributing it to an associate or joint venture. Amendments clarify that an entity must recognise a full gain or loss when a sale or contribution of assets between an investor and an associate or a joint venture involves a business as defined in IFRS 3. A gain or loss from sale or contribution if the asset transferred does not contain a business must be recognised partially up to the amount of the share of unrelated investors in an associate or joint venture. The International Accounting Standards Board has deferred the effective date indefinitely. An entity opting for early adoption of these amendments must apply them to future periods.
The Group does not expect for these amendments to have a significant impact on its consolidated financial statements.
The interpretation addresses the exchange rate for transactions that include the receipt or payment of advance consideration in a foreign currency.
It covers foreign currency transactions when an entity recognises a non-monetary asset or non-monetary liability arising from the payment or receipt of advance consideration before the entity recognises the related asset, expense or income. It does not apply when an entity measures the related asset, expense or income on initial recognition at fair value or at the fair value of the consideration received or paid at a date other than the date of initial recognition of the non-monetary asset or non-monetary liability. It also need not be applied to income taxes, insurance contracts or reinsurance contracts.
IFRIC 22 is effective for annual reporting periods beginning on or after 1 January 2018. Earlier application is permitted. The interpretation can be applied prospectively to all foreign currency assets, expenses and income in the scope of the interpretation initially
recognised on or after the beginning of the reporting period an entity first applies the interpretation in or the beginning of a prior reporting period presented as comparative information.
The Group is examining the effects of the interpretation and will apply it as it enters into force.
The interpretation is to be applied to the determination of taxable profit when there is uncertainty over income tax treatments under IAS 12 Income Taxes. The interpretation introduces guidelines for: whether uncertain income tax treatments should be considered independently or collectively; taxation authorities' examinations; the use of an appropriate method reflecting the uncertainty while also taking into account any changes to facts and circumstances.
Interpretations apply for annual periods beginning on or after 1 January 2019. Earlier application of interpretations is permitted.
The Group does not expect for these interpretations to have a significant impact on its separate financial statements.
For measurements of long term interests in associates and joint ventures owned by an entity that is a venture capital organisation, or other eligible entity, the amendments clarify that any investment in associates and joint ventures may be measured at fair value through profit or loss upon initial recognition; however, the election is made separately for each associate or joint venture. Amendments apply for annual periods beginning on or after 1 January 2018.
The Group is examining the effects of the amendments to the standard and will apply them as they enter into force.
The amendment deleted the short-term exemptions in paragraphs E3–E7 of IFRS 1, because they have now served their intended purpose. Amendment is applicable to annual periods beginning on or after 1 January 2018.
The Group does not expect for these amendments to have a significant impact on its consolidated financial statements.
Fair value is used with available-for-sale financial assets and hedging instruments, whereas all other financial statement items are presented at cost or amortised cost.
In measuring the fair value of a non-financial asset the Group must take into account the market participant's ability to generate economic benefits by using the asset at its highest and best use or by selling it to another market participant that would use the asset at its highest and best use.
The Group uses valuation techniques that are appropriate under the given circumstances and for which there is enough data available, mainly based on the use of appropriate market inputs and the minimum use of non-market inputs.
All assets and liabilities that are measured or disclosed at fair value in the financial statements are classified into a fair value hierarchy based on the lowest level of inputs required for measuring the total fair value:
At the end of each reporting period, the Group determines whether any transitions between levels occurred in the case of assets and liabilities recognised in the financial statements for previous periods by re-examining the distribution of assets, taking into account the lowest level of inputs required for measuring the total fair value.
The fair value measurement hierarchy of the Group's assets and liabilities is presented in Note 32.
Luka Koper, d. d. as the controlling company does not provide individual components of the port activity as individual services but solely in package of overall services of cargo handling within the closed area of Luka Koper; consequently, the Management does not monitor operations by individual components in terms of IFRS 8. The Group accounts for business segments i.e. separately for the port activity and other activities. The respective port activity comprises all related activities such as transhipment and warehousing of goods, goodsrelated services, managing the port area, logistics services, services related to the maritime activity, and maintenance of the port area. Other activities comprise hospitality services, the quality control activity, and the rear logistics activity.
| Port activity | Other | Total | Consolidation bookings | Total Group | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (in EUR) | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 |
| Revenue from sales outside the Group |
208,033,453 | 198,156,553 | 3,404,924 | 2,787,318 | 211,438,377 | 200,943,871 | 0 | 0 | 211,438,377 | 200,943,871 |
| Revenue from intersegment sales | 511,011 | 490,278 | 29,317 | 25,998 | 540,328 | 516,276 | -540,328 | -516,276 | 0 | 0 |
| Amortisation and depreciation expense |
-28,195,817 | -25,864,669 | -251,959 | -604,019 | -28,447,776 | -26,468,688 | 0 | 0 | -28,447,776 | -26,468,688 |
| Operating profit or loss | 36,090,792 | 49,352,847 | 549,080 | -27,409 | 36,639,872 | 49,325,438 | 0 | 0 | 36,639,872 | 49,325,438 |
| Finance income | 1,346,671 | 1,508,661 | 907 | 507 | 1,347,578 | 1,509,168 | -847 | -1,298 | 1,346,731 | 1,507,870 |
| Finance expenses |
-1,723,008 | -1,966,457 | -1,877 | -1,807 | -1,724,885 | -1,968,264 | 847 | 1,298 | -1,724,038 | -1,966,966 |
| Profit or loss from financing activities |
-376,337 | -457,796 | -970 | -1,300 | -377,307 | -459,096 | 0 | 0 | -377,307 | -459,096 |
| Profits of associates under equity method |
0 | 0 | 0 | 0 | 0 | 0 | 1,689,933 | 1,897,614 | 1,689,933 | 1,897,614 |
| Income tax and deferred taxes | -3,343,743 | -6,347,452 | -32,374 | -40,524 | -3,376,117 | -6,387,976 | 406,408 | 0 | -2,969,709 | -6,387,976 |
| Profit or loss for the period | 32,370,712 | 42,547,599 | 515,736 | -69,233 | 32,886,448 | 42,478,366 | 2,096,341 | 1,897,614 | 34,982,789 | 44,375,980 |
| Port activity | Other | Total | Consolidation bookings | Total Group | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (in EUR) | 31 Dec 2017 | 31 Dec 2016 | 31 Dec 2017 | 31 Dec 2016 | 31 Dec 2017 | 31 Dec 2016 | 31 Dec 2017 | 31 Dec 2016 | 31 Dec 2017 | 31 Dec 2016 |
| Total assets | 522,322,333 | 476,511,434 | 14,909,768 | 13,644,594 | 537,232,101 | 490,156,028 | -753,413 | -99,525 | 536,478,688 | 490,056,503 |
| Whereof shares and interests in associates |
6,737,709 | 6,737,709 | 0 | 0 | 6,737,709 | 6,737,709 | 6,638,758 | 5,942,632 | 13,376,467 | 12,680,341 |
| Liabilities | 185,389,524 | 157,384,127 | 694,191 | 857,303 | 186,083,715 | 158,241,430 | -42,414 | -163,848 | 186,041,301 | 158,077,582 |
| (in EUR) | 2017 | 2016 |
|---|---|---|
| Revenue generated on sales with domestic customers | 65,883,934 | 64,781,952 |
| - services | 64,630,274 | 63,514,032 |
| - goods and material | 18,020 | 38,788 |
| - rentals | 1,235,640 | 1,229,132 |
| Revenue generated on sales with foreign customers | 145,554,443 | 134,761,744 |
| - services | 145,500,842 | 134,658,133 |
| - rentals | 53,601 | 103,611 |
| Total | 211,438,377 | 199,543,696 |
The item of total revenue comprises one individual customer that exceeds 10 percent of total sales.
Under the item of capitalised own products and own services, the Group records services that increase the value of property, plant and equipment, which are primarily carried out by the subsidiary Luka Koper INPO, d. o. o. In 2017, capitalised income amounted to EUR 738,058 (2016: EUR 1,400,175).
| (in EUR) | 2017 | 2016 |
|---|---|---|
| Other operating income | 2,240,291 | 2,233,046 |
| Reversal of provisions | 69,301 | 2,380 |
| Subsidies, grants and similar income | 1,740,242 | 1,967,739 |
| Revaluation operating income | 430,748 | 262,927 |
| Income on sale of property, plant and equipment, and investment property |
311,010 | 30,822 |
| Collected written-off receivables and written-off liabilities | 119,738 | 232,105 |
| Other income | 1,401,879 | 912,199 |
| Compensations and damages | 474,614 | 408,916 |
| Subsidies and other income not related to services | 353,102 | 229,011 |
| Other income | 574,163 | 274,272 |
| Total | 3,642,170 | 3,145,245 |
The largest amount among other operating income represents subsidies, grants and similar income. The biggest share thereof refers to income on utilising assigned assets arising from retained contributions from the subsidiary Luka Koper INPO, d. o. o. in the amount of EUR 1,681,067. The assets are used in compliance with the Vocational Rehabilitation and Employment of Disabled Persons Ac for covering 75 percent of wages for disabled persons and labour costs for staff which assists the disabled persons.
Subsidies and other income not related to services include accrued and accounted income from certified costs that occurred in connection with the European projects.
| (in EUR) | 2017 | 2016 |
|---|---|---|
| Costs of material | 1,357 | 1,510 |
| Costs of auxiliary material | 3,231,441 | 4,090,978 |
| Cost of spare parts | 4,957,081 | 4,606,615 |
| Cost of energy | 7,166,315 | 6,302,021 |
| Cost of office stationery | 172,965 | 137,646 |
| Other cost of material | 410,428 | 402,803 |
| Total | 15,939,587 | 15,541,573 |
| (in EUR) | 2017 | 2016 |
|---|---|---|
| Cost of services rendered in connection with the core activity | 29,174,547 | 25,185,101 |
| Cost of transportation | 193,901 | 234,510 |
| Cost of maintenance | 5,462,111 | 6,022,387 |
| Rentals | 504,399 | 938,197 |
| Reimbursement of labour-related costs | 350,027 | 400,950 |
| Costs of payment processing, bank charges and insurance premiums | 831,071 | 783,400 |
| Costs of intellectual and personal services | 913,407 | 778,612 |
| Advertising, trade fairs and hospitality | 1,244,125 | 1,163,259 |
| Costs of services provided by individuals not performing business activities |
363,395 | 319,408 |
| Costs of other services | ||
| Sewage and disposal services | 349,778 | 184,932 |
| Information support | 3,137,138 | 3,144,623 |
| Concession-related costs | 7,646,472 | 6,916,138 |
| Costs of other services | 1,627,239 | 4,208,614 |
| Total | 51,797,610 | 50,280,131 |
As in previous years, cost of services rendered in connection with the core activity account for the largest portion among cost of services. Providers of port services are subcontracted by the controlling company and render basic port activities such as goods-related services (e.g. sorting, sampling, preparing pallets, protection, labelling, weighting, cleaning, reloading and other services), managing of port mechanisation and similar.
Concession-related costs increased as a result of higher operating income.
All lease arrangements are revocable and the relevant future liabilities arising thereunder are insignificant.
| (in EUR) | 2017 | 2016 |
|---|---|---|
| Wages and salaries | 36,975,658 | 34,225,557 |
| Wage compensations | 5,738,018 | 5,397,233 |
| Costs of additional pension insurance | 1,648,359 | 1,586,735 |
| Employer's contributions on employee benefits | 6,786,955 | 6,493,979 |
| Annual holiday pay, reimbursements and other costs | 4,364,485 | 4,197,539 |
| Total | 54,513,475 | 51,901,043 |
In December 2017, all employees of Luka Koper, d. d., Luka Koper INPO, d. o. o., Adria Terminali, d. o. o., and TOC, d. o. o., except for the members of the Management Board and staff with individual contracts of employment, received an additional average monthly salary (13th salary) for having reached the planned added value in 2017, whereas employees in the company Luka Koper Pristan, d. o. o. received a Christmas bonus.
Other benefits awarded to employees include the payment of voluntary pension insurance premium by the employer, which has been funding the pension scheme for the 16th consecutive year.
The annual holiday pay amounted to EUR 1,150 per employee in 2017 (2016: EUR 1,091 to 1,100).
In 2017, no loans were granted to employees under individual contracts and to members of the Management or Supervisory Board. The Group records no receivables due from members of the Management and Supervisory Board.
| Level of education | Headcount in 2017 |
Headcount in 2016 |
|---|---|---|
| VIII/2 | 1 | 2 |
| VIII/1 | 25 | 22 |
| VII | 113 | 116 |
| VI/2 | 158 | 153 |
| VI/1 | 79 | 78 |
| V | 293 | 293 |
| IV | 289 | 284 |
| III | 22 | 23 |
| I–II | 93 | 100 |
| Total | 1,073 | 1,071 |
| (in EUR) | 2017 | 2016 |
|---|---|---|
| Depreciation of buildings | 13,371,253 | 13,000,004 |
| Depreciation of equipment and spare parts | 14,153,499 | 12,564,211 |
| Depreciation of small tools | 24,621 | 24,073 |
| Depreciation of investment property | 200,995 | 193,594 |
| Amortisation of intangible assets | 697,408 | 686,806 |
| Total | 28,447,776 | 26,468,688 |
| (in EUR) | 2017 | 2016 |
|---|---|---|
| Provisions | 15,652,295 | 905,267 |
| Impairment costs, write-offs and losses on property, plant and equipment and investment property |
3,990,061 | 1,646,276 |
| Expenses for allowances for receivables | 925,112 | 351,230 |
| Levies that are not contingent upon employee benefits expense and other types of cost |
6,718,308 | 6,723,177 |
| Donations | 164,760 | 133,011 |
| Environmental levies | 125,601 | 119,928 |
| Awards and scholarship to students inclusive of tax | 17,364 | 11,488 |
| Awards and scholarship to students | 4,400 | 6,002 |
| Other costs and expenses | 882,384 | 675,864 |
| Total | 28,480,285 | 10,572,243 |
In 2017, the Group formed additional provisions for legal liabilities amounting to EUR 15,652,295. Impairment costs, write-offs and losses on property, plant and equipment and investment property are mainly composed of Impairment of investment property at the Sežana location amounting to EUR 3,413,713.
Levies that are not contingent upon employee benefits expense and other types of cost mostly relate to the fee for the use of construction land, which in 2017 amounted to EUR 6,502,535.
Other costs and expenses mainly consist of compensations amounting to EUR 518,317 and court expenses amounting to EUR 300,455.
| (in EUR) | 2017 | 2016 |
|---|---|---|
| Finance income from shares and interests | 1,216,433 | 1,314,005 |
| Finance income from shares and interests in other companies | 1,216,433 | 1,314,005 |
| Finance income from other investments | 0 | 0 |
| Finance income from loans | 1,792 | 17,992 |
| Finance income from loans to others | 1,792 | 17,992 |
| Finance income from operating receivables | 128,506 | 175,874 |
| Finance income from operating receivables due from others | 128,506 | 175,874 |
| Total finance income | 1,346,731 | 1,507,871 |
| Finance expenses for investments | 0 | -100,000 |
| Finance expenses for financial liabilities | -1,328,682 | -1,746,781 |
| Finance expenses for borrowings from associates | 0 | -4,228 |
| Finance expenses for borrowings from banks | -1,328,682 | -1,742,553 |
| Finance expenses for operating liabilities | -395,356 | -120,185 |
| Finance expenses for trade payables | -259 | -6 |
| Finance expenses for other operating liabilities | -395,097 | -120,179 |
| Total finance expenses | -1,724,038 | -1,966,966 |
| Net financial result | -377,307 | -459,095 |
Finance income from shares and interests in other entities refers to dividends paid under investments into securities.
Financial expenses arising on interest in 2017 amounted to EUR 1,328,682 and show a slight decline over the previous year, mainly due to lower effective interest rates.
| (in EUR) | 2017 | 2016 |
|---|---|---|
| Profit before tax | 37,895,971 | 50,444,616 |
| Income tax | 7,200,234 | 8,575,585 |
| Non-taxable income and increase in expenditure | -30,551 | -55,798 |
| Non-taxable dividends received | -549,101 | -491,307 |
| Tax incentives | -4,458,279 | -955,271 |
| Expenses not recognised for tax purposes | 793,989 | 444,751 |
| Impairment loss not recognised for tax purposes | 0 | 7,500 |
| Other reduction in the tax base | -14,510 | -25,074 |
| Other increase in the tax base | 27,927 | 26,301 |
| Change in tax rate | 0 | -1,138,711 |
| Total tax expense | 2,969,709 | 6,387,976 |
| Effective tax rate | 7.84% | 12.66% |
During the income tax calculation, all Group companies observed provisions of the Corporate Income Tax Act.
The total tax expense comprises the income tax and deferred taxes recognised in the income statement. The largest share of tax incentives includes investments in plant and equipment.
In 2017, the Group reported net profit in the amount of EUR 34,961,520 (2016: EUR 44,375,981), whereof EUR 34,961,520 is attributable to the owner of the controlling company (2016: EUR 44,375,299) and EUR 21,298 to owners of noncontrolling interests (2016: EUR 682). The non-controlling interest belongs to the co-owner of subsidiary TOC, d. o. o.
| (in EUR) | 31 Dec 2017 | 31 Dec 2016 |
|---|---|---|
| Net profit for the period of the owner of the controlling company | 34,961,520 | 44,375,299 |
| Total number of shares | 14,000,000 | 14,000,000 |
| Number of ordinary shares | 14,000,000 | 14,000,000 |
| Basic and diluted earnings per share | 2.50 | 3.17 |
Net earnings per share were calculated by dividing the net operating profit with the weighted average number of ordinary shares in issue during the year.
Following the conversion of all preference shares, the Group's registered capital consists solely of ordinary shares. Accordingly, the diluted earnings per share equal the basic earnings per share.
| (in EUR) | 31 Dec 2017 | 31 Dec 2016 |
|---|---|---|
| Land | 18,286,759 | 18,255,454 |
| Buildings | 256,665,415 | 237,646,358 |
| Plant and machinery | 94,289,996 | 55,330,933 |
| Property, plant and equipment being acquired and advances given | 15,576,990 | 64,779,235 |
| Total | 384,819,160 | 376,011,980 |
No items of Group's property, plant and equipment were pledged as collateral.
The cost of the property, plant and equipment in use, of which the carrying value as at 31 December 2017 equalled zero, is recorded at EUR 249,957,534 (31 December 2016: EUR 232,770,864).
As at 31 December 2017, the outstanding trade payables to suppliers of items of property, plant and equipment amounted to EUR 4,652,969 (31 December 2016: EUR 7,270,478).
The item of assets being acquired includes advances given for acquiring property, plant and equipment. As at the reporting date, they were recorded at EUR 79,988 (31 December 2016: 26,461,875).
In 2017, total investments amounted to EUR 37,309,797. The Group's largest investments comprise:
In 2017, the Group found no material indication of required impairment to be carried out with respect to the assets. In 2017, the amount of all write-offs was recorded at EUR 576,737, occurring with regard to a damaged crane on the dry bulk cargo terminal, and with regard to necessary refurbishment and obsolete equipment. Write-offs, impairments and eliminated assets are recognised among costs for impairment, write-offs and losses on sale of property, plant and equipment and investment property (Note 8).
| (in EUR) | Land | Buildings | Plant and equipment |
Assets being acquired |
Total |
|---|---|---|---|---|---|
| Cost | |||||
| Balance at 31 Dec 2016 | 18,255,454 | 461,721,048 | 268,118,147 | 64,779,235 | 812,873,884 |
| Additions | 31,285 | 24,188 | 461,933 | 36,792,391 | 37,309,797 |
| Transfer from investments in progress | 20 | 32,223,265 | 53,427,995 | -85,651,280 | 0 |
| Disposals, write-offs | 0 | -82,475 | -16,479,608 | 0 | -16,562,083 |
| Transfer to intangible assets | 0 | 0 | -11,408 | 0 | -11,408 |
| Transfer from intangible assets | 0 | 714,261 | 0 | 0 | 714,261 |
| Transfer to investment property | 0 | 0 | 0 | -369,019 | -369,019 |
| Reclassifications within property, plant and equipment | 0 | 211,031 | -236,694 | 25,663 | 0 |
| Balance at 31 Dec 2017 | 18,286,759 | 494,811,318 | 305,280,365 | 15,576,990 | 833,955,432 |
| Accumulated depreciation | |||||
| Balance at 31 Dec 2016 | 0 | 224,074,690 | 212,787,214 | 0 | 436,861,904 |
| Depreciation | 0 | 13,371,254 | 14,178,119 | 0 | 27,549,373 |
| Disposals, write-offs | |||||
| 0 | -47,543 | -15,937,803 | 0 | -15,985,346 | |
| Transfer to intangible assets | 0 | 0 | -3,920 | 0 | -3,920 |
| Transfer from intangible assets | 0 | 714,261 | 0 | 0 | 714,261 |
| Reclassifications within property, plant and equipment | 0 | 14,886 | -14,886 | 0 | 0 |
| Reclassifications within cost and value adjustment | 0 | 18,355 | -18,355 | 0 | 0 |
| Balance at 31 Dec 2017 | 0 | 238,145,903 | 210,990,369 | 0 | 449,136,272 |
| Carrying amount |
Balance at 31 Dec 2017 18,286,759 256,665,415 94,289,996 15,576,990 384,819,160
| (in EUR) | Land | Buildings | Plant and equipment |
Assets being acquired |
Total |
|---|---|---|---|---|---|
| Cost | |||||
| Balance at 31 Dec 2015 | 10,445,956 | 445,260,555 | 260,348,116 | 37,846,995 | 753,901,622 |
| Additions | 0 | 59,767 | 1,380,635 | 60,241,162 | 61,681,564 |
| Transfer from investments in progress | 7,809,498 | 17,041,529 | 6,842,017 | -31,604,400 | 88,644 |
| Disposals, write-offs | 0 | -600,542 | -554,655 | -1,413,747 | -2,568,944 |
| Impairment | 0 | 0 | 0 | -140,000 | -140,000 |
| Adjustment with fair value | 0 | 0 | -218 | 0 | -218 |
| Transfer to intangible assets | 0 | 0 | 0 | -37,472 | -37,472 |
| Transfer from intangible assets | 0 | 0 | 56,329 | 0 | 56,329 |
| Transfer to investment property | 0 | -117 | 0 | -113,303 | -113,420 |
| Transfer from investment property | 0 | 5,779 | 0 | 0 | 5,779 |
| Reclassifications within property, plant and equipment | 0 | -45,923 | 45,923 | 0 | 0 |
| Balance at 31 Dec 2016 | 18,255,454 | 461,721,048 | 268,118,147 | 64,779,235 | 812,873,884 |
| Accumulated depreciation |
| Accumulated depreciation | |||||
|---|---|---|---|---|---|
| Balance at 31 Dec 2015 | 0 | 211,640,519 | 200,695,638 | 0 | 412,336,157 |
| Depreciation | 0 | 13,000,004 | 12,588,284 | 0 | 25,588,288 |
| Disposals, write-offs | 0 | -520,876 | -542,368 | 0 | -1,063,244 |
| Transfer to investment property | 0 | -99 | 0 | 0 | -99 |
| Transfer from investment property | 0 | 802 | 0 | 0 | 802 |
| Reclassifications within property, plant and equipment | 0 | -45,660 | 45,660 | 0 | 0 |
| Balance at 31 Dec 2016 | 0 | 224,074,690 | 212,787,214 | 0 | 436,861,904 |
|---|---|---|---|---|---|
| Carrying amount | |||||
| Balance at 31 Dec 2015 | 10,445,956 | 233,620,036 | 59,652,478 | 37,846,995 | 341,565,465 |
| Balance at 31 Dec 2016 | 18,255,454 | 237,646,358 | 55,330,933 | 64,779,235 | 376,011,980 |
| (in EUR) | 31 Dec 2017 | 31 Dec 2016 |
|---|---|---|
| Investment property - land | 11,577,769 | 14,991,483 |
| Investment property - buildings | 3,752,072 | 3,584,047 |
| Total | 15,329,841 | 18,575,530 |
The item of investment property includes land and buildings leased out, and properties that increase the value of the non-current investment. Investment properties are valued by using the cost model.
| (in EUR) | 2017 | 2016 |
|---|---|---|
| Rental income on investment property | 869,752 | 585,835 |
| Depreciation of investment property | 200,995 | 193,594 |
Investment properties are not pledged as collateral.
Fair value of investment property as at 31 December 2017 amounted to EUR 15,216,415.
Fair value of investment property was assessed on the basis of valuation, based on the value the buyer is willing to pay, and by means of estimated total value of expected future cash flows generated through renting.
During periodic verification of fair value of investment property based on valuation, impairment of land in the Sežana municipality was implemented in 2017. Valuation was carried out by a registered property valuer. All property valuation methods were verified during value assessment, i.e. the sales comparison approach, the income approach, and the cost approach. The income approach was chosen for purposes of valuation and ensuring the quality of information.
Impairment of investment property was recognised among costs for impairment, write-offs and losses on sale of property, plant and equipment and investment property (Note 8).
| (in EUR) | Land | Buildings | Total |
|---|---|---|---|
| Cost | |||
| Balance at 31 Dec 2016 | 14,991,483 | 5,520,689 | 20,512,172 |
| Impairment | -3,413,714 | 0 | -3,413,714 |
| Transfer to property, plant and equipment | 0 | 369,019 | 369,019 |
| Balance at 31 Dec 2017 | 11,577,769 | 5,889,708 | 17,467,477 |
| Accumulated depreciation | |||
| Balance at 31 Dec 2016 | 0 | 1,936,642 | 1,936,642 |
| Depreciation | 0 | 200,994 | 200,994 |
| Balance at 31 Dec 2017 | 0 | 2,137,636 | 2,137,636 |
| Carrying amount | |||
| Balance at 31 Dec 2016 | 14,991,483 | 3,584,047 | 18,575,530 |
| Balance at 31 Dec 2017 | 11,577,769 | 3,752,072 | 15,329,841 |
| (in EUR) | Land | Buildings | Total |
|---|---|---|---|
| Cost | |||
| Balance at 31 Dec 2015 | 14,991,483 | 5,501,692 | 20493175 |
| Transfer from investments in course of construction | 0 | 24,659 | 24,659 |
| Transfer from property, plant and equipment | 0 | -5,779 | -5,779 |
| Transfer to property, plant and equipment | 0 | 117 | 117 |
| Balance at 31 Dec 2016 | 14,991,483 | 5,520,689 | 20,512,172 |
| Accumulated depreciation | |||
| Balance at 31 Dec 2015 | 0 | 1,743,751 | 1743751 |
| Depreciation | 0 | 193,594 | 193,594 |
| Transfer from property, plant and equipment | 0 | -802 | -802 |
| Transfer to property, plant and equipment | 0 | 99 | 99 |
| Balance at 31 Dec 2016 | 0 | 1,936,642 | 1,936,642 |
| Carrying amount | |||
| Balance at 31 Dec 2015 | 14,991,483 | 3,757,941 | 18,749,424 |
| Balance at 31 Dec 2016 | 14,991,483 | 3,584,047 | 18,575,530 |
| (in EUR) | 31 Dec 2017 | 31 Dec 2016 |
|---|---|---|
| Development costs | 195,373 | 234,447 |
| Non-current property rights | 3,271,669 | 3,891,723 |
| Total | 3,467,042 | 4,126,170 |
The cost of intangible assets in use, of which the carrying value as at 31 December 2017 equalled zero, is recorded at EUR 6,084,633 (31 December 2016: EUR 6,834,934).
As at 31 December 2017, the Group recorded no trade payables relating to intangible assets (31 December 2016 EUR 45,506).
Intangible assets were not pledged as collateral as at 31 December 2017.
The Group's intangible assets include industrial property rights and other rights, as well as costs of development. Industrial property rights and other rights comprise computer software, information systems and development-related projects. Development costs in the amount of EUR 195,373 relate to the company TOC, d. o. o. in connection with the CAPSorb project (development of efficient ecological absorbents to control spills of all types of
hydrophilic and hydrophobic hazardous and non-hazardous substances on hard and on water surfaces).
The difference between the cost and value adjustment for intangible assets written off was recognised among costs for impairment, write-offs and losses on sale of property, plant and equipment and investment property (Note 8).
| (in EUR) | Development costs |
Industrial property and other rights |
Intangible assets being acquired |
Total |
|---|---|---|---|---|
| Cost | ||||
| Balance at 31 Dec 2016 | 390,746 | 13,453,548 | 157,123 | 14,001,417 |
| Additions | 0 | 32,265 | 0 | 32,265 |
| Transfer from investments in course of construction | 0 | 97,250 | -97,250 | 0 |
| Disposals, write-offs | 0 | -40,242 | 0 | -40,242 |
| Transfer from property, plant and equipment | 0 | 11,408 | 0 | 11,408 |
| Transfer to property, plant and equipment | 0 | -714,261 | 0 | -714,261 |
| Balance at 31 Dec 2017 | 390,746 | 12,839,968 | 59,873 | 13,290,587 |
| Accumulated depreciation | ||||
| Balance at 31 Dec 2016 | 156,299 | 9,718,948 | 0 | 9,875,247 |
| Depreciation | 39,074 | 658,334 | 0 | 697,408 |
| Disposals, write-offs | 0 | -38,769 | 0 | -38,769 |
| Transfer from property, plant and equipment | 0 | 3,920 | 0 | 3,920 |
| Transfer to property, plant and equipment | 0 | -714,261 | 0 | -714,261 |
| Balance at 31 Dec 2017 | 195,373 | 9,628,172 | 0 | 9,823,545 |
| Carrying amount | ||||
| Balance at 31 Dec 2016 | 234,447 | 3,734,600 | 157,123 | 4,126,170 |
| Balance at 31 Dec 2017 | 195,373 | 3,211,796 | 59,873 | 3,467,042 |
| (in EUR) | Development costs |
Industrial property and other rights |
Intangible assets being acquired |
Total |
|---|---|---|---|---|
| Cost | ||||
| Balance at 31 Dec 2015 | 390,746 | 14,846,010 | 306,030 | 15,542,786 |
| Restatement | 0 | -1,591 | 0 | -1,591 |
| Balance at 1 Jan 2015 | 390,746 | 14,844,419 | 306,030 | 15,541,195 |
| Additions | 0 | 760 | 98,740 | 99,500 |
| Transfer from investments in course of construction | 0 | 191,318 | -191,318 | 0 |
| Disposals, write-offs | 0 | -1,620,422 | 0 | -1,620,422 |
| Transfer from property, plant and equipment | 0 | 37,473 | 0 | 37,473 |
| Transfer to property, plant and equipment | 0 | 0 | -56,329 | -56,329 |
| Balance at 31 Dec 2016 | 390,746 | 13,453,548 | 157,123 | 14,001,417 |
| Accumulated depreciation | ||||
| Balance at 31 Dec 2015 | 117,224 | 10,693,230 | 0 | 10,810,454 |
| Restatement | 0 | -1,591 | 0 | -1,591 |
| Balance at 1 Jan 2015 | 117,224 | 10,691,639 | 0 | 10,808,863 |
| Depreciation | 39,075 | 647,731 | 0 | 686,806 |
| Disposals, write-offs | 0 | -1,620,422 | 0 | -1,620,422 |
| Balance at 31 Dec 2016 | 156,299 | 9,718,948 | 0 | 9,876,838 |
| Carrying amount | ||||
| Balance at 31 Dec 2015 | 273,522 | 4,152,780 | 306,030 | 4,732,332 |
| Balance at 1 Jan 2015 | 273,522 | 4,152,780 | 306,030 | 4,732,332 |
| Balance at 31 Dec 2016 | 234,447 | 3,734,600 | 157,123 | 4,126,170 |
| 31 Dec 2017 | 31 Dec 2016 | ||
|---|---|---|---|
| (in %) | Country | Equity interest | Equity interest |
| Associates: | |||
| Adriafin, d. o. o. | Slovenia | 50.0 | 50.0 |
| Adria Transport, d. o. o. | Slovenia | 50.0 | 50.0 |
| Adria-Tow, d. o. o. | Slovenia | 50.0 | 50.0 |
| Adriafin, d. o. o. | Slovenia | 49.0 | 49.0 |
Shares and interests in associates are not pledged as collateral.
Bankruptcy proceedings against Golf Istra - v stečaju, d. o. o., which was 20 percent owned by Luka Koper, d. d., ended on 6 January 2017. A value adjustment was previously formed for the total value of the investment.
| (in EUR) | 2017 | 2016 |
|---|---|---|
| Balance at 1 Jan | 12,680,341 | 11,699,829 |
| Increase | ||
| Attributable profits | 1,689,934 | 1,897,613 |
| Decrease | ||
| Dividends paid | -993,808 | -917,101 |
| Balance at 31 Dec | 13,376,467 | 12,680,341 |
Profits in the total amount of EUR 1,689,934 were generated in 2017 in connection with investments in associates and relating to Adria Transport, d. o. o. (EUR 432,911), to Adria-Tow, d. o. o. (EUR 466,845), to Adriafin, d. o. o. (EUR 309,565) and to Avtoservis, d. o. o. (EUR 480,613).
| (in EUR) | Equity interest (in %) |
Assets | Liabilities | Revenue | Profit or loss for the period |
Profit or loss attributable to the Group |
Payment of previous year's profit |
|---|---|---|---|---|---|---|---|
| Adria Transport, d. o. o. | 50.0 | 12,619,968 | 9,208,225 | 10,150,081 | 865,822 | 432,911 | 320,000 |
| Adria Tow, d. o. o. | 50.0 | 15,901,055 | 5,589,681 | 6,015,704 | 933,689 | 466,845 | 250,000 |
| Adriafin d. o. o. | 50.0 | 10,998,596 | 25,231 | 496,754 | 619,130 | 309,565 | 0 |
| Avtoservis, d. o. o. | 49.0 | 3,477,467 | 455,895 | 4,080,875 | 980,842 | 480,613 | 423,808 |
| (in EUR) | Equity interest (in %) |
Assets | Liabilities | Revenue | Net profit or loss |
Profit or loss attributable to the Group |
Payment of previous year's profit |
|---|---|---|---|---|---|---|---|
| Adria Transport, d. o. o. | 50.0 | 14,159,341 | 10,973,820 | 11,626,672 | 1,289,359 | 644,680 | 500,000 |
| Adria Tow, d. o. o. | 50.0 | 14,330,841 | 4,450,308 | 5,645,867 | 1,383,436 | 691,718 | 200,000 |
| Adriafin d. o. o. | 50.0 | 10,460,831 | 106,596 | 81,918 | 213,043 | 106,522 | 0 |
| Avtoservis, d. o. o. | 49.0 | 3,285,518 | 397,137 | 3,547,399 | 927,948 | 454,695 | 217,101 |
| (in EUR) | 31 Dec 2017 | 31 Dec 2016 |
|---|---|---|
| Other investments measured at cost | 3,414,602 | 3,414,602 |
| Other investments measured at fair value through equity | 30,802,833 | 27,136,597 |
| Total | 34,217,435 | 30,551,199 |
Other non-current investment primarily comprise investments in securities and equity interests. Investments in securities include investments in shares in Krka, d. d. and Intereuropa, d. d., whose value as at 31 December 2017 was EUR 28,876,262, and mutual funds, whose value was EUR 1,926,571.
Other investments measured at cost refer to investments in other companies, where the Group's equity interest is less than 20 percent, and two companies that are fully (100 percent) owned by the controlling company and are not consolidated due to insignificance.
| (in EUR) | 2017 | 2016 |
|---|---|---|
| Balance at 1 Jan | 30,551,199 | 34,490,093 |
| Increase | ||
| Revaluation to fair value through equity | 3,666,236 | 0 |
| Decrease | ||
| Payout | 0 | -26,028 |
| Impairment | 0 | -100,000 |
| Revaluation to fair value through equity | 0 | -3,812,866 |
| Balance at 31 Dec | 34,217,435 | 30,551,199 |
The increase in other non-current investments is due to the change in the fair value of investments in securities.
Other non-current investments are not pledged as collateral.
| Note 17. | Deferred tax assets and deferred tax liabilities | |||
|---|---|---|---|---|
| ---------- | -- | -- | -------------------------------------------------- | -- |
| Receivables | Liabilities | |||
|---|---|---|---|---|
| (in EUR) | 31 Dec 2017 | 31 Dec 2016 | 31 Dec 2017 | 31 Dec 2016 |
| Deferred tax assets and liabilities relating to: | ||||
| impairment of investments in subsidiaries | 415,238 | 0 | 0 | 0 |
| impairment of investments in associates | 0 | 183,535 | 0 | 0 |
| impairment of other investments and deductible temporary differences arising on securities |
9,351,157 | 9,355,596 | 2,737,833 | 2,041,247 |
| financial instruments | 18,875 | 79,776 | 0 | 0 |
| allowances for trade receivables | 381,366 | 253,315 | 0 | 0 |
| provisions for retirement benefits | 290,204 | 368,654 | 0 | 0 |
| provisions for jubilee premiums | 58,355 | 58,159 | 0 | 0 |
| non-current accrued costs and deferred income for public utility services |
453,983 | 453,983 | 0 | 0 |
| Total | 10,969,178 | 10,753,018 | 2,737,833 | 2,041,247 |
| Off-set with deferred tax liabilities relating to impairment of other investments and deductible temporary differences arising on securities |
-2,737,833 | -2,041,247 | -2,737,833 | -2,041,247 |
| Total | 8,231,345 | 8,711,771 | 0 | 0 |
Deferred tax assets represent deductible temporary differences arising on securities, noncurrent investments, interest rate hedging, impairment of receivables, provisions for retirement benefits and jubilee premiums, and deferred income from public utility services. In 2017, deferred taxes decreased the operating result by EUR 265,963, as compared to an increase of EUR 1,138,708 in the preceding year, which was mostly due to the changed tax rate.
As at the 31 December 2017, the Group conducted an off-set of its deferred tax liabilities with receivables in the amount of EUR 2,737,833 (31 December 2016: EUR 2,041,247).
Within deferred taxes, the Group also records deferred taxes relating to impairment of investments in subsidiaries, which due to being a tax item of the controlling company, is not excluded.
| Receivables | Liabilities | |||||||
|---|---|---|---|---|---|---|---|---|
| (in EUR) | Balance at 31 Dec 2016 |
Recognised in the income statement |
Recognised in the statement of other comprehensive income |
Balance at 31 Dec 2017 |
Balance at 31 Dec 2016 |
Recognised in the statement of other comprehensive income |
Balance at 31 Dec 2017 |
|
| Deferred tax assets and liabilities relating to: | ||||||||
| impairment of investments in subsidiaries | 0 | 249,278 | 165,960 | 415,238 | 0 | 0 | 0 | |
| impairment of investments in associates | 183,535 | -17,574 | -165,961 | 0 | 0 | 0 | 0 | |
| impairment of other investments and deductible temporary differences arising on securities |
9,355,596 | -4,439 | 0 | 9,351,157 | 2,041,047 | 696,586 | 2,737,633 | |
| financial instruments | 79,776 | 0 | -60,901 | 18,875 | 0 | 0 | 0 | |
| allowances for trade receivables | 253,315 | 128,051 | 0 | 381,366 | 0 | 0 | 0 | |
| provisions for retirement benefits | 368,654 | -89,549 | 11,099 | 290,204 | 0 | 0 | 0 | |
| provisions for jubilee premiums | 58,159 | 196 | 0 | 58,355 | 0 | 0 | 0 | |
| non-current accrued costs and deferred income for public utility services |
453,983 | 0 | 0 | 453,983 | 0 | 0 | 0 | |
| Total | 10,753,018 | 265,963 | -49,803 | 10,969,178 | 2,041,047 | 696,586 | 2,737,633 | |
| Off-set with deferred tax liabilities relating to impairment of other investments and deductible temporary differences arising on securities |
-2,041,247 | 0 | -696,586 | -2,737,833 | -2,041,047 | -696,586 | -2,737,633 | |
| Deferred tax assets in the Group's statement of financial position |
8,711,771 | 265,963 | -746,389 | 8,231,345 | 0 | 0 | 0 |
| Receivables | Liabilities | ||||||
|---|---|---|---|---|---|---|---|
| (in EUR) | Balance at 31 Dec 2015 |
Recognised in the income statement |
Recognised in the statement of other comprehensive income |
Balance at 31 Dec 2016 |
Balance at 31 Dec 2015 |
Recognised in comprehensive income |
Balance at 31 Dec 2015 |
| Deferred tax assets and liabilities relating to: |
|||||||
| impairment of investments in associates | 15,725 | 1,850 | 165,960 | 183,535 | 0 | 0 | 0 |
| impairment of other investments and deductible temporary differences arising on securities |
8,478,190 | 1,008,349 | -130,943 | 9,355,596 | 2,441,778 | -400,531 | 2,041,247 |
| financial instruments | 176,375 | 0 | -96,599 | 79,776 | 0 | 0 | 0 |
| allowances for trade receivables | 217,712 | 37,830 | -2,227 | 253,315 | 0 | 0 | 0 |
| provisions for retirement benefits | 309,086 | 50,372 | 9,196 | 368,654 | 0 | 0 | 0 |
| provisions for jubilee premiums | 51,235 | 6,924 | 0 | 58,159 | 0 | 0 | 0 |
| non-current accrued costs and deferred income for public utility services |
409,091 | 44,892 | 0 | 453,983 | 0 | 0 | 0 |
| Total | 9,657,414 | 1,150,217 | -54,613 | 10,753,018 | 2,441,778 | -400,531 | 2,041,247 |
| Off-set with deferred tax liabilities relating to impairment of other investments and deductible temporary differences arising on securities |
-2,441,778 | 0 | 400,531 | -2,041,247 | -2,441,778 | 400,531 | -2,041,247 |
| Deferred tax assets in the Group's statement of financial position |
7,215,636 | 1,150,217 | 345,918 | 8,711,771 | 0 | 0 | 0 |
As at 31 December 2017, inventories are recorded at EUR 1,037,066 (31 December 2016: EUR 809,467). A larger portion thereof relates to maintenance material and spare parts, as well as to overhead-related material and auxiliary material.
| (in EUR) | 31 Dec 2017 | 31 Dec 2016 |
|---|---|---|
| Current trade receivables: | ||
| domestic market | 17,300,996 | 17,691,462 |
| foreign markets | 18,439,648 | 10,837,721 |
| Current operating receivables due from associates | 55,902 | 44,443 |
| Current trade receivables | 35,796,546 | 28,573,626 |
| Current receivables due from dividends | 0 | 50,000 |
| Advances and collaterals given | 94,490 | 4,405 |
| Current receivables related to finance income | 14,844 | 17,114 |
| Receivables due from the state | 1,955,276 | 2,689,836 |
| Other current receivables | 102,589 | 145,938 |
| Trade receivables | 37,963,745 | 31,480,919 |
| Short-term deferred costs and expenses | 545,755 | 660,544 |
| Accrued income | 443,123 | 377,002 |
| Other receivables | 988,878 | 1,037,546 |
| Total | 38,952,623 | 32,518,465 |
With most trade receivables, the Group has an option to enforce a legal lien over the stored goods in its possession.
The Group checks its overdue receivables pursuant to the accounting manual, and regularly forms related allowances should it be highly likely that repayment is not possible. Irrespective of maturity, the Company also forms allowances for receivables, with regard to which risk has been assessed of not being repaid.
In 2017, the Group formed allowances for receivables in the amount of EUR 921,229 and eliminated the allowance for collected written-off receivables amounting to EUR 119,611.
As at 31 December 2017, no receivables were due from members of the Management Board or the Supervisory Board.
For the purpose of collateralising a bank loan that as at 31 December 2017 amounted to EUR 2,900,000, the Group signed a contract on assigning receivables. As of the reporting date, these receivables amounted to EUR 266,230.
Other receivables include short-term accrued income in the amount of EUR 232,125 which refers to income arising on expenses for European development projects, co-financed by European institutions, short-term accrued income in the amount of EUR 210,999, and shortterm deferred costs in the amount of EUR 545,755. Short-term deferred costs and expenses also include costs of loans amounting to EUR 118,797.
| (in EUR) | 31 Dec 2017 | Allowances 31 Dec 2017 |
31 Dec 2016 | Allowances 31 Dec 2016 |
|---|---|---|---|---|
| Outstanding and undue trade receivables |
30,882,773 | 0 | 25,336,761 | -93,553 |
| Past due receivables: | ||||
| up to 30 days | 4,963,985 | -519,624 | 2,316,539 | -1,572 |
| 31 to 60 days overdue | 245,383 | 0 | 630,352 | -5,274 |
| 61 to 90 days overdue | 100,069 | 0 | 96,716 | -3,456 |
| 91 to 180 days overdue | 54,402 | 0 | 251,024 | -2,176 |
| more than 180 days overdue | 2,619,720 | -2,535,318 | 2,339,198 | -2,273,819 |
| Total | 38,866,332 | -3,054,942 | 30,970,590 | -2,379,850 |
| (in EUR) | 2017 | 2016 |
|---|---|---|
| Balance at 1 Jan | 2,379,850 | 2,351,964 |
| Increase: | ||
| Formation of allowances | 921,229 | 351,014 |
| Decrease: | ||
| Collected receivables written off | -119,611 | -229,777 |
| Final write-off of receivables | -126,526 | -93,351 |
| Balance at 31 Dec | 3,054,942 | 2,379,850 |
| (in EUR) | 31 Dec 2017 | 31 Dec 2016 |
|---|---|---|
| Cash in hand | 11,657 | 10,477 |
| Bank balances | 30,382,558 | 2,836,059 |
| Current deposits | 1,980,000 | 2,980,000 |
| Total | 32,374,215 | 5,826,536 |
Share capital in the amount of EUR 58,420,965 consists of 14,000,000 shares of the controlling company Luka Koper, d. d. that are freely transferable. The nominal value of a share is EUR 4.17.
The ownerships structure, the movement of the share price and the dividend policy are outlined in detail in the business report of the Luka Koper Group within the section 'The LKPG share'.
The Group records legal reserves in the amount of at least 10 percent of share capital as required by the Companies Act (ZGD-1). Legal reserves and share premium are not included in the accumulated profit and are not subject to distribution. The Group has no statutory reserves, as they are not envisaged under the Articles of Association. On a proposal of the Management Board, the controlling company, pursuant to Article 230 (3) of the Companies Act, formed at the year-end of 2017 additional other revenue reserves in the amount of a half of net profit or loss, which equalled EUR 16,571,704.
| (in EUR) | 31 Dec 2017 | 31 Dec 2016 |
|---|---|---|
| Share premium | 89,562,703 | 89,562,703 |
| Legal reserves | 18,765,115 | 18,765,115 |
| Other revenue reserves | 126,842,241 | 110,270,537 |
| Total | 235,170,059 | 218,598,355 |
At the year-end of 2017, reserves arising from valuation at fair value with respect to the valuation of investments measured at fair value, valuation of hedging instruments measured at fair value, and with respect to unrealised actuarial gains and losses, amounted to EUR 13,102,240. After deducting deferred taxes, they are recorded at EUR 10,498,049.
Retained earnings consist of the unappropriated portion of the net profit for the period, which as at 31 December 2017 amounted to EUR 18,389,816, and net profit brought forward that was recorded at EUR 27,766,161.
| (in EUR) | 31 Dec 2017 | 31 Dec 2016 |
|---|---|---|
| Provisions for retirement benefits and jubilee premiums | 3,669,042 | 3,400,931 |
| Provisions for legal disputes | 17,032,786 | 1,380,491 |
| Total | 20,701,828 | 4,781,422 |
In 2017, the Group formed additional provisions for termination benefits and jubilee premiums amounting to EUR 444,822. Based on actuarial calculation, the unrealised actuarial loss from the current and preceding year with respect to termination benefits amounting to EUR 153,600 was recorded in other comprehensive income. The Group recognised in the income statement the current service cost with respect to termination benefits and jubilee premiums in the amount of EUR 321,453, and the interest cost amounting to EUR 55,867. In 2017, payments under jubilee premiums and termination benefits amounted to EUR 245,856.
Additional provisions were formed in 2017 for legal commitments amounting to EUR 15,652,295. Pursuant to Article 92 of IAS 37 — Provisions, Contingent Liabilities and Contingent Assets, the Group does not disclose information on legal commitments, since their disclosure would form a judgement on the position of the Company in a dispute with other parties.
| (in EUR) | Termination benefits |
Jubilee premiums |
Total post employment benefits |
Claims and damages |
Total |
|---|---|---|---|---|---|
| Balance at 31 Dec 2016 | 2,788,733 | 612,197 | 3,400,931 | 1,380,491 | 4,781,422 |
| Movement: | |||||
| Formation | 420,366 | 110,555 | 530,921 | 15,652,295 | 16,183,216 |
| Use | -140,790 | -105,066 | -245,856 | 0 | -245,856 |
| Reversal | -13,535 | -3,419 | -16,954 | 0 | -16,954 |
| Balance at 31 Dec 2017 | 3,054,774 | 614,267 | 3,669,042 | 17,032,786 | 20,701,828 |
| (in EUR) | Termination benefits |
Jubilee premiums |
Total post employment benefits |
Claims and damages |
Total |
|---|---|---|---|---|---|
| Balance at 31 Dec 2015 | 2,577,425 | 592,563 | 3,215,377 | 475,224 | 3,690,601 |
| Movement: | |||||
| Formation | 282,478 | 71,651 | 354,129 | 905,267 | 1,259,396 |
| Use | -103,980 | -62,215 | -166,195 | 0 | -166,195 |
| Reversal | -2,380 | 0 | -2,380 | 0 | -2,380 |
| Balance at 31 Dec 2016 | 2,753,543 | 601,999 | 3,400,931 | 1,380,491 | 4,781,422 |
| (in EUR) | 31 Dec 2017 | 31 Dec 2016 |
|---|---|---|
| Non-current deferred income for regular maintenance | 13,693,827 | 7,987,214 |
| Non-refundable grants received | 4,916,166 | 4,829,468 |
| Non-current deferred income | 1,661,405 | 1,948,156 |
| Total | 20,271,398 | 14,764,838 |
Non-current deferred income comprise income on regular maintenance since in compliance with the Concession Agreement, Luka Koper, d. d. has the right and obligation to collect port dues, which is income intended to cover the costs of performing commercial services. With respect to any annual surplus of revenue over costs, the controlling company forms non-current deferred income for covering the costs of public utility services relating to regular maintenance of the port infrastructure in the coming years. In the event that costs exceeded the revenue, the controlling company would be utilising non-current deferred income.
Non-current deferred income primarily comprises non-refundable grants and advance payments received with respect to non-refundable funds for investments into EU development projects, which are recorded by the controlling company and are utilised in accord with their useful life. Under non-refundable funds received, the Group also records retained contributions on salaries of employees of the Luka Koper INPO, d. o. o sheltered workshop, i.e. contributions to insurance schemes for retirement pension, disability, sickness, and maternity. The assets are used in compliance with the Vocational Rehabilitation and Employment of Disabled Persons Act for covering 75 percent of wages for disabled persons and labour costs for the staff who assist the disabled persons.
Group's other non-current deferred income comprises non-current deferred income earmarked to cover the costs of depreciation of fixed assets.
| (in EUR) | Non-current deferred income for regular maintenance |
Non refundable grants received |
Other non current deferred income |
Total |
|---|---|---|---|---|
| Balance at 31 Dec 2016 | 7,987,214 | 4,829,468 | 1,948,156 | 14,764,838 |
| Movement: | ||||
| Formation | 5,706,613 | 2,679,689 | 0 | 8,386,302 |
| Transfer from other liabilities | 0 | 22,535 | 0 | 22,535 |
| Transfer to other liabilities | 0 | -1,110,728 | 0 | -1,110,728 |
| Use | 0 | -1,504,798 | -286,751 | -1,791,549 |
| Balance at 31 Dec 2017 | 13,693,827 | 4,916,166 | 1,661,405 | 20, 271,398 |
| (in EUR) | Non-current deferred income for regular maintenance |
Non refundable grants received |
Other non current deferred income |
Total |
|---|---|---|---|---|
| Balance at 31 Dec 2015 | 7,823,250 | 3,575,640 | 2,386,470 | 13,785,360 |
| Movement: | ||||
| Formation | 163,964 | 3,678,718 | 0 | 3,842,682 |
| Transfer from other liabilities | 0 | -924,798 | 0 | -924,798 |
| Use | 0 | -1,500,092 | -438,314 | -1,938,406 |
| Balance at 31 Dec 2016 | 7,987,214 | 4,829,468 | 1,948,156 | 14,764,838 |
| (in EUR) | 31 Dec 2017 | 31 Dec 2016 |
|---|---|---|
| Non-current borrowings from banks in Slovenia | 71,419,979 | 66,383,117 |
| Non-current borrowings from banks abroad | 29,262,295 | 31,517,622 |
| Total | 100,682,274 | 97,900,739 |
As at the balance sheet date, the Group recorded non-current borrowings from banks in the amount of EUR 100,682,274, which have thus increased by 2.8 percent or EUR 2,781,535 as compared to the year-end of 2016. The difference comprises the net effect of the final absorption of a loan taken with a commercial bank in the previous year, and the transfer of a part of liabilities to current borrowings. All bank borrowings are subject to the variable interest rate.
The largest borrowing is hedged against interest rate risk by means of an interest rate swap. As at 31 December 2017, the total amount of the hedged borrowing is recorded at EUR 31,557,377. Further details on the relevant interest rate hedging are provided in Note 32 Financial instruments and financial risk management, in the section 'Management of interest rate risk'.
All non-current loans are repaid according to a predetermined schedule. For some of the loans the Group was granted a moratorium on the payment of the principal. All liabilities under non-current borrowings from banks are collateralised with blank bills of exchange and financial covenants, whereby one borrowing is collateralised with assignment of receivables.
The Group complies with all financial covenants under the loan agreements.
Up to 31 December 2016 inclusive, the item of borrowings also comprised the costs of loan approval, which were reducing the balance of the borrowings received. From 1 January 2017, deferred costs have been transferred to current deferred costs under other receivables. The Group thus ensures that the borrowings are managed by observing the effective interest rate, hence any expenses related to an individual borrowing are deferred upon accrual among current liabilities and thereupon reversed on a monthly basis. Accordingly, deferred costs referring to current liabilities for loans received amounted to EUR 118,797 as at 31 December 2017, whereas in 2016 such costs amounted to EUR 141,935 and were reducing the actual balance of loan principals at the year-end.
| Lender | |||
|---|---|---|---|
| (in EUR) | Banks | Total | |
| Balance at 31 Dec 2016 | 97,900,739 | 97,900,739 | |
| New borrowings | 18,700,000 | 18,700,000 | |
| Reclassifications | 141,935 | 141,935 | |
| Transfer to current borrowings – the portion that matures within 1 year | -16,060,400 | -16,060,400 | |
| Balance at 31 Dec 2017 | 100,682,274 | 100,682,274 |
| Lender | ||
|---|---|---|
| (in EUR) | Banks | Total |
| Balance at 31 Dec 2015 | 100,354,822 | 100,354,822 |
| Transfer from current borrowings | 9,300,000 | 9,300,000 |
| Deferred costs of approval | 7,648 | 7,648 |
| Transfer to current borrowings – the portion that matures within 1 year | -11,761,731 | -11,761,731 |
| Balance at 31 Dec 2016 | 97,900,739 | 97,900,739 |
| (in EUR) | Currency of loan |
Interest rate | Date of maturity |
Approved principal amount |
Principal at 31 Dec 2017 |
|---|---|---|---|---|---|
| Loans B | EUR | Euribor3m + from 0.650 to 2.500 |
from 30 Sep 2018 to 21 Jul 2031 |
123,000,000 | 79,314,102 |
| Loans C | EUR | Euribor6m + from 1.550 to 2.000 |
from 14 Apr 2025 to 31 Dec 2025 |
50,000,000 | 37,428,571 |
| Total | 173,000,000 | 116,742,673 | |||
| - whereof current portion | 16,060,399 |
| (in EUR) | Currency of loan |
Interest rate | Date of maturity |
Approved principal amount |
Principal at 31 Dec 2016 |
|---|---|---|---|---|---|
| Loans B | EUR | Euribor3m + from 0.706 to 2.500 |
from 30 Sep 2018 to 21 Jul 2031 |
95,000,000 | 67,518,691 |
| Loans C | EUR | Euribor6m + from 1.550 to 2.000 |
from 30 Jun 2018 to 14 Apr 2025 |
50,000,000 | 42,285,714 |
| Total | 145,000,000 | 109,804,405 | |||
| - whereof current portion | 11,761,732 |
| (in EUR) | Principal at 31 Dec 2017 |
2018 | 2019 | 2020 | 2021 | 2022 | Period 2023–2032 |
|---|---|---|---|---|---|---|---|
| Balance of bank loan principals by maturity |
116,742,673 | 16,060,399 | 16,004,399 | 17,898,602 | 10,652,225 | 10,652,225 | 45,474,824 |
| Expected interest | 1,217,938 | 965,343 | 762,196 | 597,485 | 477,899 | 871,811 | |
| Total | 116,742,673 | 17,278,337 | 16,969,742 | 18,660,798 | 11,249,710 | 11,130,124 | 46,346,635 |
| (in EUR) | Principal at 31 Dec 2016 |
2017 | 2018 | 2019 | 2020 | 2021 | Period 2022-2031 |
|---|---|---|---|---|---|---|---|
| Balance of bank loan principals by maturity |
109,804,406 | 11,761,732 | 16,060,399 | 16,004,399 | 17,898,602 | 7,702,225 | 40,377,049 |
| Expected interest | 1,378,841 | 1,224,865 | 952,547 | 675,464 | 484,349 | 1,118,250 | |
| Total | 109,804,406 | 13,140,573 | 17,285,264 | 16,956,946 | 18,574,066 | 8,186,574 | 41,495,299 |
Other non-current financial liabilities include the fair value of instrument (i.e. interest rate swap), which the Group entered into in connection with its largest borrowing. Since the interest rate swap entered into becomes payable in 2018, the Group transferred the balance of non-current financial liabilities to current financial liabilities as at 31 December 2017. The balance as at 31 December 2016 amounted to EUR 419,873. Further details on the relevant interest rate hedging are provided in Note 32 Financial instruments and financial risk management, in the section 'Management of interest rate risk'.
Non-current operating liabilities comprise non-current collaterals for the operation of the tax warehouse at the current cargo terminal and non-current collaterals received for leased premises. As at 31 December 2017, they amounted to EUR 1,045,243 (31 December 2016: EUR 772,086).
| (in EUR) | 31 Dec 2017 | 31 Dec 2016 |
|---|---|---|
| Current borrowings from banks in Slovenia | 13,765,317 | 9,466,650 |
| Current borrowings from banks abroad | 2,295,082 | 2,295,082 |
| Total | 16,060,399 | 11,761,732 |
Current borrowings from banks as at 31 December 2017 refer to the portion of non-current principal amounts, which mature in 2018 according to amortisation schedules.
| Lender | ||
|---|---|---|
| (in EUR) | Banks | Total |
| Balance at 31 Dec 2016 | 11,761,732 | 11,761,732 |
| Repayments | -11,761,733 | -11,761,733 |
| Transfer from non-current borrowings – the portion that matures within 1 year |
16,060,400 | 16,060,400 |
| Balance at 31 Dec 2017 | 16,060,399 | 16,060,399 |
| Lender | ||
|---|---|---|
| (in EUR) | Banks | Total |
| Balance at 31 Dec 2015 | 9,523,524 | 9,523,524 |
| Repayments | -9,523,524 | -9,523,524 |
| Transfer from non-current borrowings – the portion that matures within 1 year |
11,761,732 | 11,761,732 |
| Balance at 31 Dec 2016 | 11,761,732 | 11,761,732 |
At the year-end of 2017, other current financial liabilities amounted to EUR 372,169 (31 December 2016: EUR 250,614), comprising interest payables, liabilities related to the distribution of profit, the liability to pay the interest rate swap entered into for the purpose of hedging against interest rate risk, and the current portion of other non-current financial liabilities related to protection from interest rate risk.
| (in EUR) | 31 Dec 2017 | 31 Dec 2016 |
|---|---|---|
| Current liabilities to | ||
| domestic suppliers | 16,973,624 | 14,411,457 |
| foreign suppliers | 413,868 | 349,162 |
| Current liabilities to associates | 83,776 | 145,110 |
| Current trade payables | 17,471,268 | 14,905,729 |
| Current liabilities from advances | 1,092,723 | 68,413 |
| Current liabilities to employees | 3,985,606 | 3,623,899 |
| Current liabilities to the state and other institutions | 67,626 | 965,084 |
| Current operating liabilities | 22,617,223 | 19,563,125 |
| Accrued costs and expenses | 3,518,233 | 5,794,981 |
| Other operating liabilities | 772,535 | 106,559 |
| Other operating liabilities | 4,290,768 | 5,901,540 |
| Total | 26,907,991 | 25,464,665 |
At the year-end of 2017, current operating liabilities grew by EUR 1,443,326 over the preceding period. The largest increase is recorded with current liabilities to domestic suppliers, which is attributable to higher liabilities arising from reinvoiced excise duties.
Current liabilities from advances mostly relate to the funds received from the EU to cover the future costs incurred by co-financed projects.
Accrued costs relate to accrued costs of the concession, costs for the collective job performance, accrued interest for loans and borrowings, accrued costs for remunerations and bonuses paid under individual contracts, accrued costs for unused vacation days, and accrued charges for invoices to be received.
| (in EUR) | 31 Dec 2017 | 31 Dec 2016 |
|---|---|---|
| Guarantees given | 1,742,058 | 1,720,309 |
| Securities given | 4,200,467 | 7,235,468 |
| Contingent liabilities under legal disputes | 1,933,240 | 93,809 |
| Approved borrowing | 0 | 54,700,000 |
| Total contingent liabilities | 7,875,765 | 63,749,586 |
As at 31 December 2017, the guarantees given refer to customs operations amounting to EUR 1,619,000, and to performance guarantees amounting to EUR 123,058.
Securities provided refer to:
Companies that received collaterals and guarantees from the controlling company regularly pay their liabilities in this regard and as at 31 December 2017 disclose no outstanding instalments.
As at 31 December 2017, the Group's contingent liabilities under legal disputes include contingent liabilities for lawsuits received. With respect to the reports submitted by the lawyers, no risks exist based on which the contingent liabilities hereunder should be disclosed among provisions for legal disputes. In 2017, contingent liabilities for legal disputes increased by EUR 1,839,431.
The item of approved borrowing refers to a large extent to the prospective borrowing granted by the European Investment Bank (EIB) for the project of extending Pier I. As at 31 December 2017, terms for drawing the borrowing were not met since the controlling company had not yet received the building permit, and Luka Koper, d. d. has therefore removed the item.
The remaining part of loans granted refers to a part of the loan taken with a commercial bank in 2016, its final portion absorbed in 2017.
Remuneration of members of the Management and Supervisory Boards of the controlling company are outlined in Note 30 of Luka Koper, d. d. financial report. Remuneration of groups of persons in the controlling company and subsidiaries is presented in tables below.
| Gross remuneration of groups of persons (in EUR) |
Gross wages (fixed and variable part) |
Annual holiday pay and jubilee premiums |
Insurance premium benefits |
Benefits and other receipts |
Total |
|---|---|---|---|---|---|
| Members of the Management Board | 785,705 | 4,600 | 884 | 34,795 | 825,984 |
| Members of the Supervisory Board (nine members) |
167,555 | 0 | 1,989 | 131,167 | 300,711 |
| Employees with individual employment contracts |
2,520,939 | 30,818 | 0 | 172,128 | 2,723,885 |
| Managing Directors of subsidiaries | 382,694 | 4,025 | 0 | 42,574 | 429,293 |
| Total | 3,856,893 | 39,443 | 380,664 | 4,279,873 |
| Income statement items from transactions with associates | Luka Koper Group | |
|---|---|---|
| (in EUR) | 2017 | 2016 |
| Net revenue from sales | 690,689 | 839,422 |
| Cost of material | 153,708 | 130,026 |
| Cost of services | 1,074,534 | 1,092,421 |
| Other operating expenses | 6,093 | 0 |
| Finance expenses from financial liabilities | 0 | 4,228 |
| Profit or losses of associates | 1,689,934 | 1,897,613 |
| Items of the statement of financial position to associates | Luka Koper Group | |
|---|---|---|
| (in EUR) | 31 Dec 2017 | 31 Dec 2016 |
| Non-current investments except loans | 13,388,464 | 12,680,341 |
| Current operating receivables due | 55,902 | 94,442 |
| Current operating liabilities | 83,775 | 145,109 |
In 2017, transactions between the Luka Koper Group and the Government of the Republic of Slovenia included the following:
| (in EUR) | Payments in 2017 |
Costs/expense s in 2017 |
Payments in 2016 |
Costs/expense s in 2016 |
|---|---|---|---|---|
| Concessions and the water fee | 8,488,894 | 7,646,473 | 6,677,578 | 6,916,138 |
| Dividends | 9,996,000 | 0 | 8,068,200 | 0 |
| Corporate income tax (taxes and advance payments) |
7,982,344 | 3,235,672 | 5,804,534 | 7,538,193 |
| Other taxes and contributions | 6,023,746 | 6,008,500 | 5,678,335 | 5,714,609 |
| Total | 32,490,984 | 16,890,645 | 26,228,647 | 20,168,940 |
No other transactions between the Government of the Republic of Slovenia and the Group were recorded.
Dividends were paid out to two other companies, in which the Government of the Republic of Slovenia holds a controlling interest i.e. to SDH, d. d.in the amount of EUR 2,181,000 and Kapitalska družba, d. d. in the amount of EUR 975,211.
The shareholder-related companies are those in which the Republic of Slovenia and the SDH together directly hold at least a 20 percent stake. The list of such companies is published on the SDH website (https://www.sdh.si/sl-si/upravljanje-nalozb/seznamnalozb).
In 2017, transactions conducted between the Luka Koper Group and companies in which the state has directly dominant influence were recorded at EUR 20,395,150, which included sales to such companies amounting to EUR 11,657,482, and purchasing transactions amounting to EUR 8,737,668. The majority of sale referred to services related to port activity, whereas major purchasing included costs of railway transport, purchases of energy and insurance costs. As at 31 December 2017, the Luka Koper Group recorded receivables and liabilities to such companies of EUR 1,731,464 and EUR 24,225,525 respectively. The major part of liabilities was related to a loan given by SID - Slovenska izvozna in razvojna banka, d.d., which was raised under market conditions.
Financial risks to which the Group is exposed to include:
The Group's management of financial risks has been organised within controlling company's finance department. The specifics of the existing economic environment make forecasting future financial categories quite demanding, introducing into the planned categories a higher degree of unpredictability and, consequently, a higher level of risk. The Group has consequently tightened the control over individual financial categories.
At the year-end of 2017, the Group had 5.7 percent (2016: 5.5 percent) of its assets in investments measured at fair value, whereof 96 percent was attributable to the controlling company. The fair value risk associated with these investments is demonstrated through changes in stock market prices that affect the value of these assets and, consequently the potential capital gain on their disposal. This type of risk has been identified with regard to investments in market securities of Slovenian companies. As at 31 December 2017, the value of non-current available-for-sale investments at fair value through equity amounted to EUR 30,802,833. This value comprises shares of Slovenian companies and units of mutual fund assets.
Sensitivity analysis of investments at fair value:
| Change of index (in %) | Impact on equity |
|---|---|
| -10% | -3,080,283 |
| 10% | 3,080,283 |
| Change of index (in %) | Impact on equity |
|---|---|
| -10% | -2,713,660 |
| 10% | 2,713,660 |
The sensitivity analysis of investments at fair value was based on the assumption of a 10 percent increase in the value of the index and accordingly, such growth would result in an increase in the fair value of the market securities portfolio by EUR 3,080,283. A 10 percent decrease in the comparable class would have the opposite effect, reducing the fair value of these investments by that same amount.
If this was the case, the amount of the difference in fair value would be recognised as either an increase or decrease in other comprehensive income within equity.
| Valuation at fair value | |||||
|---|---|---|---|---|---|
| (in EUR) | Carrying amount at 31 Dec 2017 |
Direct stock market quotation (Level 1) |
Value based on comparable market inputs (Level 2) |
No observable market inputs (Level 3) |
|
| Assets measured at fair value | |||||
| Other non-current investments | 30,802,833 | 30,802,833 | 0 | 0 | |
| Liabilities measured at fair value | |||||
| Interest rate hedging for borrowings | 99,346 | 0 | 99,346 | 0 | |
| Valuation at fair value | |||||
|---|---|---|---|---|---|
| (in EUR) | Carrying amount at 31 Dec 2016 |
Direct stock market quotation (Level 1) |
Value based on comparable market inputs (Level 2) |
No observable market inputs (Level 3) |
|
| Assets measured at fair value | |||||
| Other non-current investments | 27,136,597 | 27,136,597 | 0 | 0 | |
| Liabilities measured at fair value | |||||
| Interest rate hedging for borrowings | 419,873 | 0 | 419,873 | 0 | |
Shares and interests measured at fair value were valued at publicly applicable exchange rates of the Ljubljana Stock Exchange and mutual funds quotations.
Fair value of the interest rate swap was calculated by the bank.
With respect to its liabilities structure, the Group also faces interest rate risk as an unexpected growth in variable interest rates can have an adverse effect on the planned results. In 2017, the Group succeeded in reducing the share of financial liabilities within its total assets by 2.6 percentage point over the previous year; as at the reporting date, these liabilities were recorded at EUR 117,114,842. Due to lower volume of borrowing, the lower Euribor variable interest rates also resulted in lower financial expenses for financial liabilities.
In the overall structure of liabilities, the share of financial liabilities decreased from 22.5 percent in 2016 to 22 percent in 2017. The effect of variable interest rates changes on future profit and loss after taxes is shown in the table below.
As at 31 December 2017, one borrowing was hedged against interest rate risk in the amount of EUR 31,557,377, with its final maturity in 2031, whereby the interest rate hedging instrument was entered into by the controlling company in 2013 and is about to mature in 2018. Possible change in variable interest rates could have an impact on 73.0 percent (2016: 6.29 percent) of the Group's total borrowings. The remaining 27 percent of borrowings are hedged against possible change in variable interest rates.
| (in EUR) | 31 Dec 2017 | Exposure on 31 Dec 2017 |
31 Dec 2016 | Exposure on 31 Dec 2016 |
|---|---|---|---|---|
| Borrowings received at variable interest rate (without interest rate hedge) |
85,185,296 | 73.0% | 75,951,946 | 69.2% |
| Borrowings received at variable interest rate (with interest rate hedge) |
31,557,377 | 27.0% | 33,852,459 | 30.8% |
| Total | 116,742,673 | 100.0% | 109,804,405 | 100.0% |
During the hedging period, the interest rate hedging instrument is fully compliant with the borrowing that is the subject of the relevant hedge. The Group recognised possible changes to instrument's market values in the items of equity. The derivative interest rate swap is carried in the books of account under the principle of hedge accounting. As at 31 December 2017, the fair value of the derivative interest rate swap is recognised as the Group's current liability in the amount of EUR 99,346.
Sensitivity analysis of borrowings from banks in view of the variable interest rate fluctuations:
| (in EUR) | Non-hedged bank borrowings under the variable interest rate at 31 Dec 2017 |
Increase by 15 bp |
Increase by 25 bp |
Increase by 50 bp |
|---|---|---|---|---|
| 3M EURIBOR | 47,756,725 | 0 | 0 | 81,664 |
| 6M EURIBOR | 37,428,571 | 0 | 0 | 85,711 |
| Total effect on interest expenses | 85,185,296 | 0 | 0 | 167,375 |
| (in EUR) | Non-hedged bank borrowings under the variable interest rate at 31 Dec 2016 |
Increase by 15 bp |
Increase by 25 bp |
Increase by 50 bp |
|---|---|---|---|---|
| 3M EURIBOR | 33,666,232 | 21,304 | 35,507 | 106,243 |
| 6M EURIBOR | 42,285,714 | 0 | 12,263 | 157,757 |
| Total effect on interest expenses | 75,951,946 | 21,304 | 47,770 | 264,000 |
The analysis of financial liabilities' sensitivity to changes in variable interest rates was based on the assumption of potential growth in interest rates of 15, 25 and 50 base points. Given the assumption that variable interest rates will grow by 15 or 25 base points, the Group's interest expenses in view of unchanged borrowing would not grow. If the variable interest rates are to grow by 50 base points, the interest expenses would increase by EUR 167,375. At the year-end of 2017, the Group's borrowings not hedged against interest rate risk were subject to the movement of the 3M or 6M Euribor. One borrowing in the amount of EUR 31,557,377 was hedged with interest rate swap, hence it is not included in the above loan sensitivity overview with regard to borrowings subject to the variable interest rate.
Liquidity risk refers to the risk that the Group would fail to settle its liabilities at maturity. The Group manages liquidity risk by regular planning of cash flows required to settle liabilities with diverse maturity. Additional measures for preventing delays in receivable collection include regular monitoring of payments and immediate response to any delays, and also charging penalty interest in accordance with the Group's uniform policy of receivable management. Over the past three years, the Group's loans from banks were prepaid due to surplus liquid assets.
| (in EUR) | Up to 3 months |
3 to 12 months |
1 to 2 years | 3 to 5 years | Over 5 years |
Total |
|---|---|---|---|---|---|---|
| Balance at 31 Dec 2017 | ||||||
| Loans and borrowings* | 2,974,147 | 13,086,251 | 16,004,399 | 39,203,051 | 45,474,824 | 116,742,672 |
| Expected interest on all borrowings |
210,700 | 1,007,238 | 965,343 | 1,837,580 | 871,811 | 4,892,672 |
| Other financial liabilities | 372,169 | 0 | 0 | 0 | 0 | 372,169 |
| Payables to suppliers | 17,471,268 | 0 | 0 | 0 | 0 | 17,471,268 |
| Other operating liabilities | 5,145,955 | 0 | 0 | 0 | 0 | 5, 145,955 |
| Total | 26,174,239 | 14,093,489 | 16,969,742 | 41,040,631 | 46,346,635 | 144,624,736 |
| Balance at 31 Dec 2016 | ||||||
| Loans and borrowings* | 1,153,481 | 10,608,251 | 16,060,399 | 41,605,225 | 40,377,049 | 109,804,405 |
| Expected interest on all borrowings |
259,331 | 1,119,510 | 1,224,865 | 2,112,360 | 1,118,250 | 5,834,316 |
| Other financial liabilities | 250,614 | 0 | 419,873 | 0 | 0 | 670,487 |
| Payables to suppliers | 14,905,729 | 0 | 0 | 0 | 0 | 14,905,729 |
| Other operating liabilities | 4,657,396 | 0 | 0 | 0 | 0 | 4,657,396 |
| Total | 21,226,551 | 11,727,761 | 17,705,137 | 43,717,585 | 41,495,299 | 135,872,333 |
*The item also includes borrowings from associates
The risk of changes in foreign exchange rates arises from trade receivables denominated in US dollars (USD). At the year-end of 2017, the average monthly balance of outstanding trade receivables amounted to USD 25 thousand. As at 31 December 2017, outstanding receivables denominated in US dollars amounted to 0.30 percent (2016: 0.70 percent) of total outstanding trade receivables. According to the Group's estimates, the share of receivables denominated in US dollars was insignificant and for this reason, it was decided not to hedge this risk item.
Management of the risk of default on the side of the counterparty or the credit risk has gained in importance in recent years. Customer defaults are being passed on to economic entities, much like a chain reaction, which significantly reduces the assessed probability of timely inflows and increases additional costs of financing the operation. Accordingly, the Group has accelerated collection-related activities in the past five years and more consistently monitored trade receivables past due. In case of customers, regarding which the Group detects late payments and inconsistency in observing adopted business agreements, an advance payment system is set up for all ordered services with the aim of avoiding the late-payment culture. The latter area is positively impacted by the specific structure of Group's customers, which are predominantly major companies, freight
forwarders and forwarding agents that have been the Group's business partners for a number of years.
Certain receivables have been secured with collaterals, which are returned to the customers once all obligations have been settled. Investments include loans, which are secured with blank bills of exchange and other movable and immovable property.
Assets exposed to credit risk:
| (in EUR) | Note | 31 Dec 2017 | 31 Dec 2016 |
|---|---|---|---|
| Deposits and loans given | 22,592 | 31,005 | |
| Non-current operating receivables | 41,772 | 41,772 | |
| Current deposits | 71,128 | 97,366 | |
| Current loans given | 8,413 | 8,123 | |
| Trade receivables | 19 | 35,796,546 | 28,573,626 |
| Other receivables | 19 | 2,167,199 | 2,907,293 |
| Cash and cash equivalents | 20 | 32,374,215 | 5,826,536 |
| Guarantees and collaterals granted | 30 | 5,942,525 | 8,955,777 |
| Total | 76,424,390 | 46,441,498 |
It is vital for the Group to identify the optimal capital structure successfully and as a result, to seek to approximate the existing capital structure to the optimal one. As at the year-end of 2017, the Group's financial liabilities amounted to EUR 133,112,842, and showed an increase over the previous period by EUR 6,781,884. In addition, the share of financial assets in the equity and liabilities structure declined by 0.6 percentage point.
| (in EUR) | 31 Dec 2017 | 31 Dec 2016 | ||
|---|---|---|---|---|
| in EUR | share (%) | in EUR | Share (%) | |
| Equity | 350,437,387 | 65.3% | 331,978,921 | 67.8% |
| Non-current liabilities | 142,700,743 | 26.6% | 118,638,958 | 24.2% |
| Current liabilities | 43,340,558 | 8.1% | 39,373,218 | 8.0% |
| Equity and liabilities | 536,478,688 | 100.0% | 489,991,097 | 100.0% |
The Group's non-current strategic goal is to maintain the debtor's share within the liabilities side below 40 percent. Due to additional borrowing in 2017, the equity's share within the Group's total equity and liabilities structure has decreased by 2.5 of percentage point in 2017.
The contractual value of audit services render for the Group by the company BDO revizija, d. o. o. for the financial year 2017 is recorded at EUR 45,223 (exclusive of VAT). The contractual value of providing assurance on financial statements for the public utility service for the financial year 2017, which for the Group was carried out by BDO revizija, d. o. o., amounted to EUR 1,640 (exclusive of VAT).



The Management Board of Luka Koper, d. d. is responsible for the preparation of the Annual Report hereof, including the financial statements and notes thereto, that give a true and fair view of the financial position of the Luka Koper Group and Luka Koper, d. d. as of 31 December 2017 and of their financial performance for the year then ended.
The Management Board confirms that the Annual Report for the Luka Koper Group and Luka Koper, d. d. for 2017 with all its component parts: Management Report, Accounting Report, Sustainability Report, including the Corporate Governance Statement, has been devised and published pursuant to the legislation in force and international accounting standards.
The Management Board confirms that accounting policies were consistently applied and that the accounting judgements were made under the principle of prudence and due diligence of a good manager.
The Management Board further confirms that the financial statements of the Group and the Company have been compiled under the assumption of a going concern of the parent and its subsidiaries and in accordance with the applicable legislation and International Financial Reporting Standards as adopted by the EU.
The Tax Authorities may, at any time within a period of 5 years after the end of the year for which tax assessment was due, carry out the audit of the Group operations, which may lead to assessment of additional tax liabilities, default interest, and penalties with regards to corporate income tax or other taxes and duties. The Management Board is not aware of any circumstances that could give rise to any significant liability on this account.
The Management Board is responsible for adopting measures to secure the assets of the Luka Koper Group and Luka Koper, d. d. and to prevent and detect fraud and other irregularities and/or illegal acts.
Members of the Management Board
Dimitrij Zadel President of the Management Board:
Metod Podkrižnik Member of the Management Board
Irma Gubanec Member of the Management Board
Vojko Rotar Member of the Management Board – and Workers Director
Koper 18th April 2018
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