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Motor Oil (Hellas) Refineries S.A.

Quarterly Report Sep 23, 2015

2721_10-q_2015-09-23_7d1b6c21-f199-4578-8fdc-8a8c3cf3cfb5.pdf

Quarterly Report

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Prefecture of Attica Registration Nr 1482/06/Β/86/26 Headquarters: Irodou Attikou 12Α – 151 24 Maroussi Attica

INTERIM FINANCIAL INFORMATION

INTERIM CONDENSED FINANCIAL STATEMENTS IN ACCORDANCE WITH THE INTERNATIONAL FINANCIAL REPORTING STANDARDS THAT HAVE BEEN ADOPTED BY THE EUROPEAN UNION FOR THE PERIOD 1 JANUARY – 30 SEPTEMBER 2009 FOR THE GROUP AND THE COMPANY " MOTOR OIL (HELLAS) CORINTH REFINERIES S.A." Headquarters: Irodou Attikou 12Α , 151 24 Maroussi, Attica

TABLE OF CONTENTS

Page
Condensed Statement of Comprehensive Income for the period ended 30 September 2009 3
Condensed Statement of Financial Position as at 30 September 2009 5
Condensed Statement of Changes in Equity for the period ended 30 September 2009 6
Condensed Statement of Cash Flows for the period ended 30 September 2009
Notes to the Condensed Financial Statements for the period ended 30 September 2009
7
8
1. General Information 8
2. Basis of Preparation, Presentation and Significant Accounting Policies 8
3. Operating Segments 9
4. Revenue 11
5. Changes in Inventories / Cost of Sales 11
6. Income Tax Expense 12
7. Earnings per Share 12
8. Dividends 13
9. Goodwill 13
10. Other Intangible Assets 13
11. Property, Plant and Equipment 14
12. Investments in Subsidiaries and Associates 15
13. Available-for-Sale Investments 16
14. Bank Loans 17
15. Share Capital 18
16. Reserves 18
17. Retained Earnings 18
18. Deemed Disposal of Interest in Former Subsidiary 19
19. Establishment / Acquisition of Subsidiaries 19
20. Contingent Liabilities / Commitments 21
21. Events after the Balance Sheet Date 21
22. Related Party Transactions 22

Establishment

The financial statements of the Group and the Company, set out on pages 3 to 22, were approved at the Board of Directors' Meeting dated Tuesday November 10, 2009.

THE CHAIRMAN OF THE BOARD
OF DIRECTORS AND
MANAGING DIRECTOR
THE DEPUTY MANAGING DIRECTOR
AND CHIEF FINANCIAL OFFICER
THE CHIEF ACCOUNTANT
VARDIS J. VARDINOYANNIS PETROS T. TZANNETAKIS THEODOROS N. PORFIRIS

Condensed Statement of Comprehensive Income for the period ended 30 September 2009

Period 1.1 – 30.09.2009 GROUP COMPANY
1.1.2009- 1.1.2008- 1.1.2009- 1.1.2008-
In 000´s Euros (except for "earnings per share") Note 30.09.2009 30.09.2008 30.09.2009 30.09.2008
Operating results
Revenue 4 2,828,710 4,339,206 2,508,930 4,018,328
Cost of Sales 5 (2,637,314) (4,072,789) (2,358,862) (3,790,434)
Gross profit 191,396 266,417 150,068 227,894
Distribution expenses (43,915) (41,190) (13,987) (11,745)
Administrative expenses (28,574) (23,816) (20,093) (16,854)
Other operating income/(expenses) 37,551 3,008 33,804 (1,082)
Profit from operations 156,458 204,419 149,792 198,213
Investment income 921 1,907 478 1,527
Share of profit/(loss) of associates
Gain recognized on deemed disposal of interest in
2,187 568 0 0
former subsidiary 18 16,846 0 0 0
Finance costs (14,266) (29,558) (11,047) (24,465)
Profit before tax 162,146 177,336 139,223 175,275
Income tax expense 6 (36,639) (44,182) (35,041) (43,822)
Profit after tax 125,507 133,154 104,182 131,453
Other comprehensive income 0 0 0 0
Total comprehensive income 125,507 133,154 104,182 131,453
Attributable to Company Shareholders 125,382 133,154 104,182 131,453
Non-controlling interests 125 0 0 0
Earnings per share basic and diluted (in Euros) 7 1.13 1.20 0.94 1.19

The notes on pages 8-22 are an integral part of these interim condensed Financial Statements.

Condensed Statement of Comprehensive Income for the period ended 30 September 2009 (continued)

Period 1.7 – 30.09.2009 GROUP COMPANY
1.7.2009- 1.7.2008- 1.7.2009- 1.7.2008-
In 000´s Euros (except for "earnings per share") 30.09.2009 30.09.2008 30.09.2009 30.09.2008
Operating results
Revenue 1,012,176 1,579,673 919,386 1,476,601
Cost of Sales (972,274) (1,486,789) (893,744) (1,396,213)
Gross profit 39,902 92,884 25,642 80,388
Distribution expenses (14,203) (12,589) (4,561) (3,381)
Administrative expenses (10,789) (8,091) (8,070) (5,847)
Other operating income/(expenses) 15,900 (30,997) 14,259 (32,522)
Profit from operations 30,810 41,207 27,270 38,638
Investment income 232 566 68 447
Share of profit/(loss) of associates
Gain recognized on deemed disposal of interest in
147 381 0 0
former subsidiary 0 0 0 0
Finance costs (4,270) (10,521) (3,374) (8,757)
Profit before tax 26,919 31,633 23,964 30,328
Income tax expense (6,613) (7,812) (5,936) (7,582)
Profit after tax 20,306 23,821 18,028 22,746
Other comprehensive income 0 0 0 0
Total comprehensive income 20,306 23,821 18,028 22,746
Attributable to Company Shareholders 20,211 23,821 18,028 22,746
Non-controlling interests 95 0 0 0
Earnings per share basic and diluted (in Euros) 0.18 0.21 0.16 0.21

The notes on pages 8-22 are an integral part of these interim condensed Financial Statements.

Condensed Statement of Financial Position as at 30 September 2009

In 000´s Euros GROUP COMPANY
Note 30.09.2009 31.12.2008 30.09.2009 31.12.2008
ASSETS
Non-current assets
Goodwill 9 16,200 20,082 0 0
Other intangible assets 10 24,238 3,713 663 916
Property, Plant and Equipment 11 864,824 759,137 817,453 713,043
Investments in subsidiaries and associates 12 21,868 4,971 46,213 42,722
Available-for-sale investments 13 927 927 927 927
Other non-current assets 15,884 16,530 952 1,539
Total 943,941 805,360 866,208 759,147
Current assets
Inventories 320,009 235,529 317,071 233,705
Trade and other receivables 259,261 300,179 183,884 205,599
Cash and cash equivalents 43,162 9,208 28,281 7,982
Total 622,432 544,916 529,236 447,286
Total Assets 1,566,373 1,350,276 1,395,444 1,206,433
LIABILITIES
Non-current liabilities
Borrowings 14 266,951 276,871 205,639 227,031
Provision for retirement benefit obligation 34,516 34,408 32,326 32,691
Deferred tax liabilities 36,082 32,006 35,139 31,234
Other non-current liabilities 1,280 1,289 0 0
Deferred income 5,884 6,383 5,884 6,383
Total 344,713 350,957 278,988 297,339
Current liabilities
Trade and other payables 394,769 291,043 373,981 257,744
Provision for retirement benefit obligation 3,563 4,099 3,563 4,099
Income Taxes 20,902 0 18,193 0
Borrowings 14 409,857 393,919 345,816 332,219
Deferred income 674 672 674 672
Total 829,765 689,733 742,227 594,734
Total Liabilities 1,174,478 1,040,690 1,021,215 892,073
EQUITY
Share capital 15 33,235 33,235 33,235 33,235
Share premium 49,528 49,528 49,528 49,528
Reserves 16 77,560 77,560 75,166 75,166
Retained earnings 17 230,332 149,263 216,300 156,431
Equity attributable to Company
Shareholders
390,655 309,586 374,229 314,360
Non-controlling interests 1,240 0 0 0
Total Equity 391,895 309,586 374,229 314,360
Total Equity and Liabilities 1,566,373 1,350,276 1,395,444 1,206,433

The notes on pages 8-22 are an integral part of these interim condensed Financial Statements.

Condensed Statement of Changes in Equity for the period ended 30 September 2009

GROUP Attributable to Company Shareholders
In 000´s Euros Share
capital
Share
premium
Reserves Retained
earnings
Total Non
controlling
Interests
Total
Balance as at 1 January 2008 33,235 49,528 77,559 203,416 363,738 0 363,738
Comprehensive income after tax 0 0 0 133,154 133,154 0 133,154
Dividends paid 0 0 0 (110,783) (110,783) 0 (110,783)
Balance as at 30 September 2008 33,235 49,528 77,559 225,787 386,109 0 386,109
Balance as at 1 January 2009 33,235 49,528 77,560 149,263 309,586 0 309,586
Non-controlling interests arising on
the acquisition of subsidiary
0 0 0 0 0 1,115 1,115
Comprehensive income after tax 0 0 0 125,382 125,382 125 125,507
Dividends paid 0 0 0 (44,313) (44,313) 0 (44,313)
Balance as at 30 September 2009 33,235 49,528 77,560 230,332 390,655 1,240 391,895
COMPANY Share Retained
In 000´s Euros capital Share premium Reserves earnings Total
Balance as at 1 January 2008 33,235 49,528 75,166 213,604 371,533
Comprehensive income after tax 0 0 0 131,453 131,453
Dividends paid 0 0 0 (110,783) (110,783)
Balance as at 30 September 2008 33,235 49,528 75,166 234,274 392,203
Balance as at 1 January 2009 33,235 49,528 75,166 156,431 314,360
Comprehensive income after tax 0 0 0 104,182 104,182
Dividends paid 0 0 0 (44,313) (44,313)
Balance as at 30 September 2009 33,235 49,528 75,166 216,300 374,229

The notes set out on pages 8-22 are an integral part of these interim condensed Financial Statements.

Condensed Statement of Cash Flows for the period ended 30 September 2009

In 000´s Euros GROUP COMPANY
1/1 – 30/09/2009 1/1 – 30/09/2008 1/1 – 30/09/2009 1/1 – 30/09/2008
Operating activities:
Profit before tax 162,146 177,336 139,223 175,275
Adjustments for:
Depreciation & amortization of non current assets 42,278 39,073 37,866 35,595
Provisions (276) 2,091 (633) 1,610
Exchange differences (6,829) 15,682 (6,852) 15,752
Investment income/(expenses) (19,846) (1,384) (793) (730)
Finance costs 14,266 29,558 11,047 24,465
Movements in working capital:
Decrease/(increase) in inventories (83,743) (35,825) (83,365) (37,231)
Decrease/(increase) in receivables
(Decrease)/increase in payables (excluding
34,458 (29,683) 15,089 (23,850)
borrowings) 106,224 (63,979) 118,944 (61,271)
Less:
Finance costs paid (14,584) (28,704) (11,009) (24,017)
Taxes paid (6,367) (28,057) (5,714) (27,681)
Net cash (used in) / from operating activities (a) 227,727 76,108 213,803 77,917
Investing activities:
Acquisition of subsidiaries,affiliates,joint-ventures
and other investments
105 0 (3,491) 0
Purchase of tangible and intangible assets (146,762) (61,217) (142,040) (57,542)
Proceeds on disposal of tangible and intangible
assets 73 190 1 0
Interest received 175 892 147 824
Dividends received 156 196 156 196
Net cash (used in) / from investing activities (b) (146,253) (59,939) (145,227) (56,522)
Financing activities:
Proceeds from loans 757,944 1,213,544 650,717 1,011,811
Repayments of bank loans (760,999) (1,120,381) (654,529) (924,630)
Repayments of finance leases (152) (140) (152) (140)
Dividends paid (44,313) (110,783) (44,313) (110,783)
Net cash (used in) / from financing activities (c)
Net Increase / (Decrease) in cash and cash
(47,520) (17,760) (48,277) (23,742)
equivalents (a)+(b)+( c)
Cash and cash equivalents at beginning of
33,954 (1,591) 20,299 (2,347)
period 9,208 13,743 7,982 10,634
Cash and cash equivalents at end of period 43,162 12,152 28,281 8,287

The notes set out on pages 8-22 are an integral part of these interim condensed Financial Statements.

1. General Information

The parent company of the MOTOR OIL Group (the Group) is the entity under the trade name "Motor Oil (Hellas) Corinth Refineries S.A." (the Company), which is registered in Greece as a public company (Societe Anonyme) according to the provisions of Company Law 2190/1920, with headquarters in Maroussi of Attica, 12Α Irodou Attikou street, 151 24. The Group operates in the oil sector with its main activities being oil refining and oil products trading.

Major shareholders of the Company are "Petroventure Holdings Limited" and "Petroshares Limited", holding 51% and 10.5% of Company shares respectively.

These interim condensed financial statements are presented in Euro because that is the currency of the primary economic environment in which the Group operates.

As at 30 September 2009 the number of employees, for the Group and the Company, was 1,525 and 1,279 persons respectively (30/09/2008: Group: 1,481 persons, Company: 1,265 persons).

2. Basis of Preparation, Presentation and Significant Accounting Policies

The interim condensed financial statements have been prepared in accordance with International Accounting Standard (IAS) 34, "Interim financial reporting" and should be read in combination with the 2008 annual financial statements.

The interim condensed financial statements have been prepared on the historical cost basis.

The accounting policies adopted in these condensed interim financial statements are consistent with those followed in the preparation of the annual financial statements for the year ended 31 December 2008 except for the following:

IFRS 8 "Operating Segments" (effective for annual periods beginning on or after 1 January 2009). IFRS 8 is a disclosure Standard that requires the redesignation of the Group's reportable segments (see notes 3 & 4), but has had no impact on the reported results or financial position of the Group.

IAS 1 (revised 2007) "Presentation of Financial Statements" (effective for annual periods beginning on or after 1 January 2009). The revised Standard has introduced a number of terminology changes (including revised titles for the condensed financial statements) and has resulted in a number of changes in presentation and disclosure. The revised Standard has had no material impact on the reported results or financial position of the Group.

IFRIC 12, Service Concession Arrangements (effective for financial years beginning on or after 1 January 2008). IFRIC 12 provides for an approach to account for contractual arrangements arising from entities providing public services. According to this IFRIC the entities should not account for a fixed asset but rather for a financial asset and/or an intangible asset. IFRIC 12 has been endorsed by the EU on 25 March 2009 and is relevant to the Group's operations in the newly acquired subsidiary "OLYMPIC FUEL COMPANY S.A.".

IFRS 3 (revised 2008) "Business Combinations" (effective for business combinations for which the acquisition date is on or after the beginning of the first annual period beginning on or after 1 July 2009). The revised IFRS 3 introduces a series of changes in the accounting treatment of business combinations that will affect the amount of recognized goodwill, the results of the current period where the acquisition took place and future results. These changes include expenses related to the acquisition and the recognition of future changes in the fair value of the contingent price. The Group is in the process of assessing the impact of this new standard and will apply it when necessary.

IAS 27 (revised 2008) "Consolidated and Separate Financial Statements" (effective for annual periods beginning on or after 1 July 2009). The revised IAS 27 requires transactions that lead to changes in investing shares in subsidiaries to be accounted for in the net equity section and amends the accounting treatment in the case of losses in a subsidiary as well as on the loss of control in a subsidiary. These changes may affect future acquisitions and transactions with non-controlling interests' holders. The Group is in the process of assessing the impact of this new standard and will apply it when necessary.

IAS 28 (2008) "Investments in Associates" (effective for annual periods beginning on or after 1 July 2009). The principle adopted in IAS 27 (2008) that a change in accounting basis is recognized as a disposal and re-acquisition at fair value is extended by consequential amendments to IAS 28 such that, on the loss of significant influence, the investor measures at fair value any investment retained in the former associate. The Group is in the process of assessing the impact of this new standard and does not expect to have a material impact to the financial statements to be reported.

3. Operating Segments

The Group has adopted IFRS 8 "Operating Segments" effective as of 1 January 2009. IFRS 8 requires operating segments to be identified on the basis of internal reports about components of the Group that are regularly reviewed by the chief operating decision makers in order to allocate resources to the segment and to assess its performance. The adoption of IFRS 8 has had no material impact on the reported segments already disclosed since the Group's basic activities are oil refining and oil product trading as well as the sale of related services due to the newly acquired subsidiary "OLYMPIC FUEL COMPANY S.A.".

All of the Group's activities take place in Greece, given that all Group Companies included in the consolidation, have their headquarters in Greece and no branches abroad.

All operational segments fall under one of three distinct activity categories: Refinery's Activities, Sales to Gas Stations and Services.

Segment information is presented in the following table:

3. Operating Segments (continued)

Income Statement

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4. Revenue

The following table provides an analysis of the sales by geographical market (domestic – export) and by category of goods sold (products – merchandise - services):

GROUP
In 000´s Euros 1/1 – 30/09/09 1/1 – 30/09/08
SALES DOMESTIC EXPORT TOTAL DOMESTIC EXPORT TOTAL
Products 1,007,008 1,060,081 2,067,089 1,731,044 1,425,581 3,156,625
Merchandise 543,410 213,188 756,598 675,730 506,851 1,182,581
Services 5,023 0 5,023 0 0 0
TOTAL 1,555,441 1,273,269 2,828,710 2,406,774 1,932,432 4,339,206
COMPANY
In 000´s Euros 1/1 – 30/09/09 1/1 – 30/09/08
SALES DOMESTIC EXPORT TOTAL DOMESTIC EXPORT TOTAL
Products 1,007,008 1,060,081 2,067,089 1,731,044 1,425,581 3,156,625
Merchandise 231,150 210,691 441,841 413,726 447,977 861,703
TOTAL 1,238,158 1,270,772 2,508,930 2,144,770 1,873,558 4,018,328

Based on historical information of the Company and the Group, the percentage of quarterly sales volume varies from 22% to 29% on annual sales volume and thus there is no material seasonality on the total sales volume.

5. Changes in Inventories / Cost of Sales

It is noted that inventories are valued at each period end at the lowest of cost and their net realizable value. For the current and the last year comparative period certain inventories were valued at their net realizable value resulting in the charge to the income statement of the current period (cost of sales) for the Group and the Company, 1/1 – 30/09/2009: € 0 thousand and 1/1 – 30/09/2008: € 9,345 thousand.

The total cost of inventories recognized as an expense during the current and prior year period for the Group was for 1/1 – 30/09/2009: € 2,599,032 thousand and for 1/1 – 30/09/2008: € 4,028,224 thousand (Company: 1/1 – 30/09/2009: € 2,321,307 thousand, 1/1 – 30/09/2008: € 3,745,869 thousand).

6. Income Tax Expense

In 000´s Euros GROUP COMPANY
1/1 – 30/09/09 1/1 – 30/09/08 1/1 – 30/09/09 1/1 – 30/09/08
Current corporate tax for the
period
32,156 42,871 31,136 42,491
Tax audit differences from prior
years 605 0 0 0
Deferred tax 3,878 1,311 3,905 1,331
Total 36,639 44,182 35,041 43,822

Current corporate income tax is calculated at 25% on the tax assessable profit for the period 1/1- 30/09/2009 and 1/1-30/09/2008 respectively. Deferred taxation is calculated with the tax rates that are expected to be in force when the temporary differences will be reversed.

7. Earnings per Share

The calculation of the basic earnings per share attributable to the ordinary equity holders is based on the following data:

In 000´s Euros GROUP COMPANY
1/1-30/09/09 1/1-30/09/08 1/1-30/09/09 1/1-30/09/08
Earnings 125,382 133,154 104,182 131,453
Weighted average number of
ordinary shares for the
purposes of basic earnings
per share
Earnings per share basic
110,782,980 110,782,980 110,782,980 110,782,980
and diluted in € 1.13 1.20 0.94 1.19
GROUP COMPANY
1/7-30/09/09 1/7-30/09/08 1/7-30/09/09 1/7-30/09/08
Earnings 20,211 23,821 18,028 22,746
Weighted average number of
Earnings per share basic
and diluted in €
0.18 0.21 0.16 0.21
ordinary shares for the
purposes of basic earnings
per share
110,782,980 110,782,980 110,782,980 110,782,980

8. Dividends

Dividends to shareholders are proposed by management at each year end and are subject to approval by the Annual General Assembly Meeting. Company's management proposed to the Annual General Assembly Meeting that was held on May 28, 2009, the distribution of total gross dividends for the fiscal year 2008 of € 66,469,788 (or € 0.60 per share). It is noted that for 2008 a gross interim dividend of € 22,156,596 (or € 0.20 per share) had been paid and accounted for in December 2008, while the remaining € 0.40 per share has been paid and accounted for in June 2009.

It is noted that in accordance with Greek Tax legislation, the taxable income is taxed at source (parent company) fulfilling all tax obligations on dividends.

9. Goodwill

Goodwill for the Group as at 30.09.2009 was € 16,200 thousand. Goodwill concerns the subsidiary "AVIN OIL S.A.". The Group performs on an annual basis impairment testing on Goodwill from which no need for impairment has arisen.

31/12/2008 Amount written off on
disposal of interest in
former subsidiary
30/09/2009
Goodwill 20,082 (3,882) 16,200

10. Other Intangible Assets

The movement during the period 1/1 – 30/9/2009 is presented in the following table.

In 000´s Euros GROUP COMPANY
Software Rights Total Software
COST
As at 1 January 2009 12,671 3,690 16,361 10,406
Acquisition of subsidiary 0 21,825 21,825 0
Additions 155 9 164 47
As at 30 September 2009
ACCUMULATED
AMORTIZATION
12,826 25,524 38,350 10,453
As at 1 January 2009 11,105 1,543 12,648 9,490
Amortization expense 736 728 1,464 300
As at 30 September 2009 11,841 2,271 14,112 9,790
CARRYING AMOUNT
As at 31 December 2008 1,566 2,147 3,713 916
As at 30 September 2009 985 23,253 24,238 663

11. Property, Plant and Equipment

The movement in the Group's fixed assets during the period 1/1 – 30/09/2009 is presented below:

GROUP Land and
buildings
Plant &
machinery /
Transportation
means
Fixtures
and
equipment
Assets under
construction
Equipment
under
finance lease
at cost
Total
In 000´s Euros
COST
As at 1 January 2009 151,951 857,201 21,902 65,614 1,024 1,097,692
Additions 1,228 4,180 957 140,233 0 146,598
Disposals (17) (155) (38) 0 0 (210)
Transfers 721 9,420 21 (10,162) 0 0
As at 30 September 2009 153,883 870,646 22,842 195,685 1,024 1,244,080
ACCUMULATED
DEPRECIATION
As at 1 January 2009 17,453 306,878 13,825 0 399 338,555
Depreciation expense 2,299 37,153 1,208 0 154 40,814
Disposals (2) (82) (29) 0 0 (113)
As at 30 September 2009
CARRYING AMOUNT
19,750 343,949 15,004 0 553 379,256
As at 31 December 2008 134,498 550,323 8,077 65,614 625 759,137
As at 30 September 2009 134,133 526,697 7,838 195,685 471 864,824

The movement in the Company's fixed assets during the period 1/1 – 30/09/2009 is presented below:

COMPANY Land and
buildings
Plant &
machinery /
Transportation
means
Fixtures
and
equipment
Assets under
construction
Equipment
under
finance lease
at cost
Total
In 000´s Euros
COST
As at 1 January 2009 133,875 801,094 18,606 65,528 1,024 1,020,127
Additions 392 1,100 697 139,804 0 141,993
Disposals (17) (13) (8) 0 0 (38)
Transfers 721 9,420 21 (10,162) 0 0
As at 30 September 2009 134,971 811,601 19,316 195,170 1,024 1,162,082
ACCUMULATED
DEPRECIATION
As at 1 January 2009 13,441 281,228 12,016 0 399 307,084
Depreciation expense 1,890 34,469 1,053 0 154 37,566
Disposals (2) (13) (6) 0 0 (21)
As at 30 September 2009 15,329 315,684 13,063 0 553 344,629
CARRYING AMOUNT
As at 31 December 2008 120,434 519,866 6,590 65,528 625 713,043
As at 30 September 2009 119,642 495,917 6,253 195,170 471 817,453

11. Property, Plant and Equipment (continued)

The Company and, consequently, the Group has mortgaged land and buildings as security for bank loans granted to the Group, an analysis of which is presented below:

BANK Mortgages
000´s €
N.B.G. 6
CITIBANK INTERNATIONAL PLC 275,000
TOTAL 275,006

In addition, the Company's obligations under finance leases are secured by the lessor's title to the leased assets, which have a carrying amount of € 471 thousand (31/12/2008: € 625 thousand).

12. Investments in Subsidiaries and Associates

Details of the Group's subsidiaries and related parties holdings are as follows:

Name Place of
incorporation and
operation
Proportion of
ownership
interest (direct
/ indirect)
Principal
activities
AVIN OIL S.A. Greece, Maroussi of
Attika
100% Petroleum Products
AVIN ALBANIA S.A. Tirana, Albania 100% Petroleum
Products
(dormant)
BRODERICO LTD Cyprus, Nicosia 100% Commerce,
Investments and
Rendering of
Services (dormant)
MAKREON S.A. Greece, Maroussi of
Attika
100% Trading,
Transportation,
Storage & Agency
of Petroleum
Products
OLYMPIC FUEL COMPANY S.A. Greece, Spata of
Attika
92.06% Aviation Fueling
Systems
ELECTROPARAGOGI SOUSSAKI S.A. Greece, Maroussi of
Attika
70% Energy (dormant)
NUR-MOH HELIOTHERMAL S.A. Greece, Maroussi of
Attika
50% Energy (dormant)
HELLENIC AVIATION FUEL COMPANY S.A.
(HAFCO S.A.)
Greece, Maroussi of
Attika
50% Aviation Fueling
Systems
KORINTHOS POWER S.A. Greece, Maroussi of
Attika
35% Energy

12. Investments in Subsidiaries and Associates (continued)

Investments in subsidiaries and associates are as follows:

Name GROUP COMPANY
In 000´s Euros 30/09/2009 31/12/2008 30/09/2009 31/12/2008
AVIN OIL S.A. 0 0 37,564 37,564
AVIN ALBANIA S.A. 110 510 0 0
OLYMPIC FUEL COMPANY S.A. 0 3,872 4,195 904
BRODERICO LTD 60 60 0 0
MAKREON S.A. 0 0 0 0
HELLENIC AVIATION FUEL COMPANY
S.A.(HAFCO S.A.)
534 452 0 0
ELECTROPARAGOGI SOUSSAKI S.A. 77 77 44 44
NUR-MOH HELIOTHERMAL S.A. 200 0 200 0
KORINTHOS POWER S.A. 20,887 0 4,210 4,210
TOTAL 21,868 4,971 46,213 42,722

Of the companies listed above, "AVIN OIL S.A.", "MAKREON S.A." and "OLYMPIC FUEL COMPANY S.A." are fully consolidated, "HELLENIC AVIATION FUEL COMPANY S.A. and "KORINTHOS POWER S.A.", are consolidated using the equity method because the Group does not exercise control on them, while "BRODERICO LTD", "AVIN ALBANIA S.A.", "ELECTROPARAGOGI SOUSSAKI S.A." and "NUR-MOH HELIOTHERMAL S.A." are not consolidated but are stated at cost due to their insignificance and because they are dormant. "AVIN ALBANIA S.A." is in liquidation process from which a loss of approximately € 400 thousand is expected. The cost of investment has been thus impaired by this amount.

13. Available-for-Sale Investments

it.

Name Place of
incorporation
Proportion of
ownership
interest
Cost
Euro 000's
Principal activity
ATHENS AIRPORT FUEL
PIPELINE CO. S.A.
Athens 16% 927 Aviation Fueling Systems
"ATHENS AIRPORT FUEL PIPELINE CO. S.A." is stated at cost as significant influence is not exercised on

14. Bank Loans

GROUP COMPANY
In 000´s Euros 30/09/2009 31/12/2008 30/09/2009 31/12/2008
Bank loans 677,124 671,302 551,641 559,601
Finance leases 497 649 497 649
Less: Bond loan expenses* (813) (1,161) (683) (1,000)
Total loans 676,808 670,790 551,455 559,250
The borrowings are repayable as follows:
On demand or within one year 409,857 393,919 345,816 332,219
In the second year 32,807 189,182 31,420 139,181
From the third to fifth year inclusive 229,063 88,850 174,902 88,850
After five years 5,894 0 0 0
Less: Bond loan expenses* (813) (1,161) (683) (1,000)
Total loans 676,808 670,790 551,455 559,250
Less: Amount payable within 12 months
(shown under current liabilities) 409,857 393,919 345,816 332,219
Amount payable after 12 months 266,951 276,871 205,639 227,031

*The bond loan expenses relating to the loan, acquired to finance the refinery's new hydrocracker unit will be amortized over the number of years remaining to loan maturity.

Analysis of borrowings by currency on 30/09/2009 and 31/12/2008:

GROUP COMPANY
30/09/2009 31/12/2008 30/09/2009 31/12/2008
In 000´s Euros
Loan's currency
EURO 461,902 335,189 336,550 223,649
U.S. DOLLARS 143,278 196,314 143,278 196,314
SWISS FRANCS 71,628 139,287 71,627 139,287
Total 676,808 670,790 551,455 559,250

The Group's management considers that the carrying amount of the Group's borrowings approximates their fair value.

14. Bank Loans (continued)

The Group has the following bank loans:

i) "Motor Oil" has been granted a loan initially amounting to € 250,000 thousand. This loan was drawn down in five instalments, starting on 31/8/2004 and ending on 2/6/2005. It is repayable in semi-annual instalments commencing on 31/12/2005 and the last instalment is due on 30/6/2011 with two year extension option. The balance as at 30/09/2009 is € 130,000 thousand. This loan is secured with mortgages registered on fixed assets of the Group amounting to € 275,000 thousand.

Another loan amounting US\$ 150,000 thousand concerns a long-term loan, granted on 22/12/2005 which will be repaid in total by 19/12/2010 with two year extension option.

On 11/4/2008 Motor Oil was granted a loan of € 6,000 thousand. It is repayable in annual instalments commencing on 14/4/2009 and the last instalment is due on 11/4/2013. The balance as at 30/09/2009 is € 4,800 thousand.

Total short-term loans (including short-term part of long-term loans) with duration up to one year amount to € 345,816 thousand. There are outstanding mortgages against these loans as mentioned above in note number 11.

  • ii) "Avin Oil S.A." has been granted a loan of € 50,000 thousand issued on 23/4/2008 which is fully repayable on 23/4/2012 with 1 year extension option. The Company's other loans are all short-term, totalling to € 62,653 thousand with duration up to one year.
  • iii) "OLYMPIC FUEL COMPANY S.A." has been granted a loan of € 13,856 thousand. It is repayable in quarterly instalments and the balance (including short-term part of long-term loan) as at the end of the period 30/09/2009 is € 12,829 thousand.

The interest rate of the above loans is LIBOR/EURIBOR+SPREAD.

15. Share Capital

Share capital as at 30/09/2009 was € 33,235 thousand (31/12/2008: € 33,235 thousand). There were no movements in the share capital of the Company in neither the current nor the prior interim reporting period.

16. Reserves

Reserves of the Group and the Company as at 30/09/2009 are € 77,560 thousand and € 75,166 thousand respectively and there was no movement since 31/12/2008.

17. Retained Earnings

GROUP COMPANY
In 000´s Euros
Balance as at 31 December 2008 149,263 156,431
Profit for the period 125,382 104,182
Dividends (44,313) (44,313)
Balance as at 30 September 2009 230,332 216,300

18. Deemed Disposal of Interest in Former Subsidiary

On 14 April 2009, "MYTILINEOS HOLDINGS S.A." through "ARGYRITIS LAND" (100% subsidiary of "MYTILINEOS HOLDINGS S.A.") acquired, through a cash share capital increase, a 65% shareholding percentage in "KORINTHOS POWER S.A." for an amount of € 59,428,583. The Company remains shareholder of "KORINTHOS POWER S.A." with a shareholding percentage of 35%.

In 000´s Euros

Fair value of investment retained (35%) 20,833 (Less: carrying amount of investment on the date of loss of significant influence) (3,987) Profit recognized 16,846

19. Establishment / Acquisition of Subsidiaries

1. On 8 May 2009, the transaction for the purchase of 64.06% of the share capital of "OLYMPIC FUEL COMPANY (OFC) S.A.", was concluded. Acquisition cost was € 6,581,431 and the participation of the Group in the share capital of OFC has become 92.06% (46.03% directly and 46.03% indirectly, through AVIN OIL S.A.).

Assets and liabilities of the above acquired company, as at the acquisition date are as follows:

In 000´s Euros
Assets
Other intangible assets 21,825
Inventories 736
Other non-current assets 17
Trade and other receivables 492
Cash and cash equivalents 6,911
Total assets 29,981
Liabilities
Non-current liabilities 11,689
Current liabilities 4,246
Total Liabilities 15,935
Equity 14,046
Acquisition of 64.06% of net equity 8,998
Gain from bargain purchase of subsidiary (2,416)
Cash paid 6,582
Cash flows for the acquisition:
Cash paid 6,582
Cash and cash equivalent acquired (64.06%) (4,427)
Net cash outflow for the acquisition 2,155

The amount of € 2.4 million (gain on bargain purchase) is included in "share of profit/(loss) of associates" of the statement of comprehensive income of the period. The sales revenue of the acquired company during the after the acquisition period (8/5-30/9/2009) was € 5,023 thousand and the net profit included in the consolidation € 1,572 thousand. Had the company been acquired from the beginning of the current period the sales revenue to be included in the consolidation would have been € 7,718 thousand and the net profit to be included in the consolidation would have been € 1,790 thousand.

19. Establishment / Acquisition of Subsidiaries (continued)

2. In July 2009, the Company participated in the establishment of "NUR-MOH HELIOTHERMAL S.A." with a shareholding percentage of 50% at a cost of € 200 thousand. The above mentioned company's activities will be the exploitation and operation of heliothermal stations.

3. In September 2009, the Company has agreed with "SHELL OVERSEAS HOLDINGS LTD" to acquire the majority of its activities in Greece including:

  • distribution and sales of fuels through its branded retail network,
  • owned storage depots of 137,000 c.m. total capacity,
  • lubricants blending operations,
  • chemicals storage & distribution business,
  • 49% of aviation activity.

The transfer of the aforementioned activities will be accomplished via the acquisition of 100% of "SHELL HELLAS S.A." shares a company which, following the completion of its restructuring currently taking place, will incorporate them. The total value of the transaction amounts to approximately Euro 219.1 million.

In addition, the Company agreed with "SHELL GAS (LPG) HOLDINGS BV" the acquisition of 100% of "SHELL GAS COMMERCIAL AND INDUSTRIAL S.A." shares, a company currently carrying the LPG business of SHELL Group in Greece. The value of the "SHELL GAS COMMERCIAL AND INDUSTRIAL S.A" acquisition amounts to approximately Euro 26.5 million.

The above mentioned agreements are subject to approval by the relevant authorities and the competition authorities.

20. Contingent Liabilities / Commitments

There are legal claims by third parties against the Group amounting to approximately € 14.8 million (concerning the Company). There are also legal claims of the Group against third parties amounting to approximately € 71.5 million (Company: approximately € 60.8 million). No provision has been made as all above cases concern legal claims where the final outcome cannot be currently estimated.

The Company has not been subject to a tax audit for the years 2005 up to 2008 for which a tax audit is currently in progress. "OLYMPIC FUEL COMPANY S.A." and "HAFCO S.A." have not been subject to a tax audit for the year 2007 and 2008. "KORINTHOS POWER S.A." and "MAKREON S.A." have not been audited by the tax authorities since their establishment (2005 and 2007 respectively). We do not expect material liabilities to arise from the tax unaudited fiscal years.

The Company and, consequently, the Group in order to complete its investments and its construction commitments, has entered into relevant contracts with construction companies, the outstanding balance of which, as at 30/09/2009, amounts to approximately € 35 million.

The Group companies have entered into contracts to purchase and sell crude oil and fuels, at current prices in line with the international market effective prices at the time the transaction takes place.

The total amount of letters of guarantee given as security for Group companies' liabilities as at 30/09/2009, amounted to € 82,387 thousand. The respective amount as at 31/12/2008 was € 75,643 thousand.

The total amount of letters of guarantee given as security for the Company's liabilities as at 30/09/2009, amounted to € 34,268 thousand. The respective amount as at 31/12/2008 was € 13,275 thousand.

21. Events after the Balance Sheet Date

Τhere are no events that have occurred that could have a material impact on the Group's and Company's financial structure or operations since 30/09/2009 up to the date of issue of these financial statements.

22. Related Party Transactions

Transactions between the Company and its subsidiaries, have been eliminated on consolidation. Details of transactions between the Company and its subsidiary and other related parties are set below:

GROUP

In 000´s Euros INCOME EXPENSES RECEIVABLES PAYABLES
Associates 71,902 863 13,174 0

COMPANY

In 000´s Euros INCOME EXPENSES RECEIVABLES PAYABLES
Subsidiaries 299,669 561 20,801 0
Associates 71,850 863 13,167 0
Total 371,519 1,424 33,968 0

Sales of goods to related parties were made on an arm ´s length basis.

The amounts outstanding are unsecured and will be settled in cash. No guarantees have been given or received to or from related parties.

No provision has been made for doubtful debts in respect of the amounts due from related parties.

Compensation of key management personnel

The remuneration of directors and other members of key management for the Group for the period 1/1 – 30/09/2009 and 1/1 – 30/09/2008 amounted to € 1,783 thousand and € 1,681 thousand respectively. (Company: 1/1 – 30/09/2009: € 1,566 thousand, 1/1 – 30/09/2008: € 1,466 thousand).

The remuneration of members of the Board of Directors are proposed and approved by the Annual General Assembly Meeting of the shareholders.

Other short term benefits granted to key management for the Group for the period 1/1 – 30/09/2009 amounted to € 367 thousand and 1/1 – 30/09/2008 amounted to € 65 thousand respectively. (Company: 1/1 – 30/09/2009: € 357 thousand, 1/1 – 30/09/2008: € 55 thousand)

There are no leaving indemnities to key management for the Group and the Company for the period 1/1 – 30/9/2009 as well as for the comparative last year period.

Directors' Transactions

There are no other transactions, receivables and/or payables between Group companies and key management personnel.

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