Quarterly Report • Sep 23, 2015
Quarterly Report
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Prefecture of Attica Registration Nr 1482/06/Β/86/26 Headquarters: Irodou Attikou 12Α – 151 24 Maroussi Attica
(According to L 3556/2007)
TABLE OF CONTENTS
August 2009
Pursuant to the provisions of article 5 paragraph 2 item c of Law 3556/2007 we hereby declare that to the best of our knowledge:
| Chairman of the BoD | Vice Chairman | Deputy Managing Director |
|---|---|---|
| and Managing Director |
and Chief Financial Officer |
VARDIS J. VARDINOYANNIS PANAYOTIS. Ν .KONTAXIS PETROS T. TZANNETAKIS I.D. No K 011385/1982 I.D. No T 066846/1999 I.D. No R 591984/1994
Τhe analysis of the financial figures of the Group for the first six month period of 2009 in comparison to the respective period of 2008, is as follows:
| For the six month period ended | Variation | ||||
|---|---|---|---|---|---|
| Amounts in thousand Euros | 30 June 2009 | 30 June 2008 | Amount | % | |
| Turnover (Sales) | 1,816,534 | 2,759,533 | (942,999) | (34.17%) | |
| Less: Cost of Sales (before depreciation & amortization) |
1,639,784 | 2,562,588 | (922,804) | (36.01%) | |
| Gross Profit (before depreciation & amortization) |
176,750 | 196,945 | (20,195) | (10.25%) | |
| Less: Selling Expenses (before depreciation & amortization) |
27,291 | 26,407 | 884 | 3.35% | |
| Less: Administrative Expenses (before depreciation & amortization) Plus / (Less): Other Operating |
17,564 | 15,449 | 2,115 | 13.69% | |
| Income/(Expenses) | 21,651 | 34,005 | (12,354) | (36.33%) | |
| Earnings before Interest, Tax, Depreciation & Amortization (EBITDA) |
153,546* | 189,094* | (35,548) | (18.80%) | |
| Plus: Investment Income / share of profit of associates Plus: Gain recognized on deemed disposal of |
2,729 | 1,528 | (1,201) | (78.60%) | |
| interest in former subsidiary | 16,846 | 0 | (16,846) | - | |
| Less : Financial Costs | 9,996 | 19,037 | (9,041) | (47.49%) | |
| Earnings before Depreciation/Amortization and Tax |
163,125 | 171,585 | (8,460) | (4.93%) | |
| Less: Depreciation & Amortization | 27,898 | 25,882 | 2,016 | 7.79% | |
| Earnings before Tax (EBT) | 135,227 | 145,703 | (10,476) | (7.19%) | |
| Less: Income Tax | 30,026 | 36,370 | (6,344) | (17.44%) | |
| Earnings after Tax (EAT) | 105,201 | 109,333 | (4,132) | (3.78%) | |
| Less: Non-controlling interests | 30 | 0 | (30) | - | |
| Earnings after Tax and after non-controlling interests |
105,171 | 109,333 | (4,162) | (3.81%) |
(*) Includes government grants amortization € 336 thousand for H1 2009 and € 246 thousand for H1 2008.
The respective analysis of the financial figures of the Company for the first six month period of 2009 in comparison to the respective period of 2008, has as follows:
| For the six month period ended | Variation | |||
|---|---|---|---|---|
| Amounts in thousand Euros | 30 June 2009 | 30 June 2008 | Amount | % |
| Turnover (Sales) | 1,589,544 | 2,541,727 | (952,183) | (37.46%) |
| Less: Cost of Sales (before depreciation & amortization) |
1,440,150 | 2,370,809 | (930,659) | (39.25%) |
| Gross Profit (before depreciation & amortization) |
149,394 | 170,918 | (21,524) | (12.59%) |
| Less: Selling Expenses (before depreciation & amortization) |
9,307 | 8,328 | 979 | 11.76% |
| Less: Administrative Expenses (before depreciation & amortization) |
11,950 | 10,859 | 1,091 | 10.05% |
| Plus / (Less): Other Operating Income/(Expenses) |
19,545 | 31,440 | (11,895) | (37.83%) |
| Earnings before Interest, Tax, Depreciation & Amortization (EBITDA) |
147,682* | 183,171* | (35,489) | (19.37%) |
| Plus: Investment Income | 410 | 1,079 | (669) | (62.00%) |
| Less : Financial Costs | 7,673 | 15,708 | (8,035) | (51.15%) |
| Earning before Depreciation/Amortization and Tax |
140,419 | 168,542 | (28,123) | (16.69%) |
| Less: Depreciation & Amortization | 25,160 | 23,595 | 1,565 | 6.63% |
| Earnings before Tax (EBT) | 115,259 | 144,947 | (29,688) | (20.48%) |
| Less: Income Tax | 29,105 | 36,240 | (7,135) | (19.69%) |
| Earnings after Tax (EAT) | 86,154 | 108,707 | (22,553) | (20.75%) |
(*) Includes government grants amortization € 336 thousand for H1 2009 and € 246 thousand for H1 2008.
On the financial data presented above we hereby note the following:
Group Sales breakdown by geographical market (Domestic – Foreign) and type of activity (Refining – Trading) as well as sales category (Metric Tons – Euros) has as follows:
| Metric Tons Amounts in thousand Euros |
|||||||
|---|---|---|---|---|---|---|---|
| For the six month period ended | For the six month period ended |
||||||
| Geographical market and Type of Activity |
30 June 2009 | 30 June 2008 | Variation % |
30 June 2009 | 30 June 2008 | Variation % |
|
| Foreign | |||||||
| Refining/Fuels | 1,983,184 | 1,523,937 | 30.14% | 608,071 | 803,110 | (24.29%) | |
| Refining/Lubes | 88,477 | 67,210 | 31.64% | 34,681 | 45,974 | (24.56%) | |
| Trading/Fuels etc. | 378,309 | 437,212 | (13.47%) | 139,657 | 302,225 | (53.79%) | |
| Total Foreign Sales | 2,449,970 | 2,028,359 | 20.79% | 782,409 | 1,151,309 | (32.04%) | |
| Domestic | |||||||
| Refining/Fuels | 1,722,110 | 1,840,684 | (6.44%) | 621,447 | 1,073,568 | (42.11%) | |
| Refining/Lubes | 27,288 | 31,173 | (12.46%) | 16,405 | 23,137 | (29.10%) | |
| Trading/Fuels etc. | 693,766 | 717,987 | (3.37%) | 394,450 | 511,519 | (22.89%) | |
| Services | 0 | 0 | - | 1,823 | 0 | - | |
| Total Domestic Sales | 2,443,164 | 2,589,844 | (5.66%) | 1,034,125 | 1,608,224 | (35.70%) | |
| Total Sales | 4,893,134 | 4,618,203 | 5.95% | 1,816,534 | 2,759,533 | (34.17%) |
Group turnover decreased by € 942,999 thousand or 34.17% compared to the respective six month period of 2008 a development accounted for by the notable drop of the sales prices of petroleum products (50% approximately) which was partly offset by the sales volume increase and the strengthening of the US Dollar (average parity) in relation to the Euro (15% approximately). The analysis reaffirms the exporting profile of the Group (international sales accounted for 43.07% of turnover compared to 41.72% in the same period of 2008) and the key contribution of refining activity (amounted to 70.5% of turnover, same percentage as in H1 2008).
The respective Company sales breakdown has as follows:
| Metric Tons | Amounts in thousand Euros | |||||
|---|---|---|---|---|---|---|
| For the six month period ended | For the six month period ended |
|||||
| Geographical market and Type of Activity |
30 June 2009 | 30 June 2008 | Variation % |
30 June 2009 | 30 June 2008 | Variation % |
| Foreign | ||||||
| Refining/Fuels | 1,983,184 | 1,523,937 | 30.14% | 608,071 | 803,110 | (24.29%) |
| Refining/Lubes | 88,477 | 67,210 | 31.64% | 34,681 | 45,974 | (24.56%) |
| Trading/Fuels etc, | 376,392 | 399,727 | (5.84%) | 138,014 | 277,403 | (50.18%) |
| Total Foreign Sales | 2,448,053 | 1,990,874 | 22.96% | 780,766 | 1,126,487 | (30.67%) |
| Domestic | ||||||
| Refining/Fuels | 1,722,110 | 1,840,684 | (6.44%) | 621,447 | 1,073,568 | (42.11%) |
| Refining/Lubes | 27,288 | 31,173 | (12.46%) | 16,405 | 23,137 | (29.10%) |
| Trading/Fuels etc, | 630,565 | 669,624 | (5.83%) | 170,926 | 318,535 | (46.34%) |
| Total Domestic Sales | 2,379,963 | 2,541,481 | (6.36%) | 808,778 | 1,415,240 | (42.85%) |
| Total Sales | 4,828,016 | 4,532,355 | 6.52% | 1,589,544 | 2,541,727 | (37.46%) |
Company turnover decreased by € 952,183 thousand or 37.46% compared to the respective six month period of 2008 a development attributed to the impact of the same parameters already mentioned which influenced the development of Group turnover.
The analysis of Company sales data reaffirms the exporting profile of the Refinery (international sales accounted for 49.12% of turnover compared to 44.32% in the same period of 2008) and the key contribution of refining activity (amounted to 80.56% of turnover compared to 76.55% in H1 2008).
The total quantity of crude oil and other raw materials processed by the Company during the first six month period of 2009 compared to the respective quantities of the first six month period of 2008 is analysed hereunder:
| Τons | Τons | ||
|---|---|---|---|
| For the six month period ended | |||
| 30 June 2009 | 30 June 2008 | ||
| Crude oil | 2,534,911 | 2,544,775 | |
| Fuel Oil – raw material |
817,219 | 661,750 | |
| Gas Oil | 561,969 | 529,414 | |
| Others | 103,737 | 22,044 | |
| Total | 4,017,836 | 3,757,983 |
It is noted that due to the scheduled maintenance shutdown works in the units of the Fluid Catalytic Cracking and the Hydrocracker Complex, effected in June 2008, the volume of Fuel Oil processed in H1 2008 was lower than the volume processed in H1 2009.
Gross Profit for the Group in the six month period of 2009 amounted to € 176,750 thousand compared to € 196,945 thousand in the first six month period of 2008, which denotes a 10.25% decrease, while Gross Profit for the Company amounted to € 149,394 thousand compared to € 170,918 thousand, which denotes a 12.59% decrease.
The percentage decrease of Gross Profit was lower than the percentage decrease of Turnover since the percentage drop of the average prices of crude (in US Dollars per barrel) was greater than the percentage drop of the average prices of petroleum products (52.2% compared to 50.7% ).
The development of the Gross Profit Margin of the Company in USD/MT for the first six month period of 2009 and 2008 is shown below:
| For the six month period ended | |||
|---|---|---|---|
| Gross Profit Margin (USD/ΜΤ) | 30 June 2009 | 30 June 2008 | |
| Company Blended Profit Margin | 57.1 | 77.3 |
Group operating expenses (Administrative and Selling) increased by € 2,999 thousand or 7.2% while Company operating expenses increased by € 2,070 thousand or 10.78%.
Other Operating Income relates mainly to the net difference of foreign exchange gains and losses which evolve from the receivables and payables of the Group and of the Company. Given the 1.54% devaluation of the US Dollar in relation to the Euro in H1 2009, compared to a 6.62% devaluation in the respective period of 2008, the foreign exchange gains were lower by Euro 12,354 thousand or 36.33% for the Group and by Euro 11,895 thousand or 37.83% for the Company.
Subsequent to the above developments, Group EBITDA in H1 2009 amounted to Euro 153,546 thousand compared to Euro 189,094 thousand in H1 2008 while Company EBITDA amounted to Euro 147,682 thousand compared to Euro 183,171 thousand.
In H1 2009 a net financial income of Euro 9,579 thousand was generated for the Group compared to net financial expenses of Euro 17,509 thousand in H1 2008. An analysis of this variation is offered in the following table:
| For the six month period ended | Variation | |||
|---|---|---|---|---|
| Amounts in Euro 000s | 30 June 2009 | 30 June 2008 | Amount | % |
| Gain recognized on deemed disposal of interest in former subsidiary |
(16,846) | 0 | (16,846) | - |
| Investment Income / share of profits of associates |
(2,040) | (187) | (1,853) | 990.91% |
| Interest income | (689) | (1,341) | 652 | (48.62%) |
| Interest expense & bank charges |
9,996 | 19,037 | (9,041) | (47.49%) |
| Total Finance Cost - (income)/expenses |
(9,579) | 17,509 | (27,088) | (154.71%) |
We hereby note that the "Gain recognized on deemed disposal of interest in former subsidiary" amounting to Euro 16.8 million arose from the loss of control in the 100% subsidiary "KORINTHOS POWER S.A.". Furthermore, an amount of Euro 2.4 million is included in "Investment Income / share of profit of associates" and relates to the gain from bargain purchase of additional shareholding percentage in "OLYMPIC FUEL COMPANY S.A.". The Group's shareholding participation to this company amounts now 92.06%.
Respectively for the Company the net finance costs (expenses) decreased by Euro 7,365 thousand. An analysis of this variance is offered in the following table:
| For the six month period ended | Variation | |||
|---|---|---|---|---|
| Amounts in Euro 000s | 30 June 2009 | 30 June 2008 | Amount | % |
| Investment income | (156) | (196) | 40 | (20.41%) |
| Interest income | (254) | (884) | 630 | (71.27%) |
| Interest expense & bank charges |
7,673 | 15,708 | (8,035) | (51.15%) |
| Total Finance cost (income)/expense |
7,263 | 14,628 | (7,365) | (50.35%) |
The decrease in interest expenses of the Group and the Company is attributed to the fall of the prices of crude, resulting to lower working capital requirements, in conjunction with the lower LIBOR and EURIBOR.
The "Investment Income" relates to the net amount of dividend received from the year 2008 earnings of the "Athens Airport Fuel Pipeline Company S.A.".
The Earnings before Tax (EBT) for the Group in H1 2009 amounted to Euro 135,227 compared to Euro 145,703 thousand in H1 2008 and for the Company to Euro 115,259 thousand compared to Euro 144,947 thousand.
The Earnings after Tax (EAT) for the Group in H1 2009 amounted to Euro 105,201 thousand compared to Euro 109,333 thousand in H1 2008 and for the Company to Euro 86,154 thousand compared to Euro 108,707 thousand.
The operations of the oil refining and marketing companies, as well as their profitability, depend upon a series of exogenous parameters and mainly the prices of crude, the refining margins, the Euro / US Dollar parity and the development of interest rates.
Nevertheless, through its strategy of "continuous investments" the Group aims to exploit its organic growth potential and be well placed at the beginning of the cycle in order to deliver solid refining margins at the top end of the sector.
Furthermore, within 2009 the Group set the foundations for further development and diversification of its operations as these are described in summarised form in the section under the caption "significant events".
Subsequently to the above, and given that the highly complex and technologically advanced parent company Refinery facilitates the adjustment of the production mix to the market needs as these arise, its is anticipated that in terms of sales volume the operations of the Group will develop adequately during H2 2009 while no estimate can be offered whatsoever as regards the refining margins (a key determinant influencing the level of profitability), which, mainly due to economic uncertainty, may demonstrate high volatility.
During the first half of 2009 the Company capital expenditure amounted to Euro 88.3 million the bulk of which is analysed as follows: a) an amount of Euro 66 million was absorbed by the New Crude Distillation Unit with a capacity of 60,000 barrels per day. The project entered its construction phase at the end of 2008. b) an amount of approximately Euro 10 million was spent on several projects aiming to increase the storage capacity of the Refinery. In more detail, the storage capacity increase project is mainly comprised of the construction of tanks. c) an amount of Euro 1.6 million concerned the upgrade of the lube production complex.
From the abovementioned analysis it is concluded that the Company capital expenditure for the full fiscal year 2009 will exceed the initial estimate for Euro 100 million mainly due to the acceleration of the rate of execution of the construction works of the new CDU (following its addition it is estimated that the annual capacity of the Refinery will increase by approximately 25% – to MT 9 million from MT 7.2 million currently) in order to secure the commencement of its operation at the earliest possible in 2010.
During H1 2009 the Group proceeded with two important business undertakings.
In April 2009, and following the Joint Venture Agreement signed in November 2008 with "MYTILINEOS HOLDINGS S.A.", "ARGYRITIS LAND S.A." (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 Euro 59.4 million. The Company remains shareholder of "KORINTHOS POWER S.A." with a shareholding percentage of 35%.
Furthermore, KORINTHOS POWER awarded to the company METKA S.A. of the MYTILINEOS Group the Engineering, Procurement and Construction (EPC) contract of a total cost of Euro 285 million for the construction of a combined cycle power production plant fuelled with natural gas which will be located within the facilities of MOTOR OIL at Agii Theodori of Korinthos. The construction of the plant is expected to be completed within 2011.
In May 2009, and following the relevant approval by the Governmental Privatization Committee in April of the same year, the transaction for the purchase of 64.06% of the share capital of "OLYMPIC FUEL COMPANY (OFC) S.A." by MOTOR OIL Group was concluded at a cost of € 6.6 mil. As a result, the participation of the Group in the share capital of OFC has become 92.06% with the parent company MOTOR OIL and its subsidiary AVIN OIL A.V.E.N.E.P. owning 46.03% each.
In July 2009, the Company participated in the establishment of "NUR-MOH HELIOTHERMAL S.A." with a 50% shareholding percentage at a cost of Euro 200 thousand. The above mentioned company's activities will be the exploitation and operation of heliothermal stations.
Apart from the above, no events have occurred that could have a material impact on the Group's and the Company's financial structure or operations up to the date of writing the present report.
The preparation of the financial statements presumes that various estimations and assumptions are made by the Group's management which possibly affect the carrying values of assets and liabilities and the required disclosures for contingent assets and liabilities as well as the amounts of income and expenses recognized. The use of adequate information and the subjective judgment used are basic for the estimates made for the valuation of assets, liabilities derived from employees benefit plans, impairment of receivables, un-audited tax years and pending legal cases. The estimations are important but not restrictive. The actual future events may differ from the above estimations. The major sources of uncertainty in accounting estimations by the Group's management, concern mainly the legal cases and the financial years not audited by the tax authorities, as described in detail in note 20 of the financial statements,
Other sources of uncertainty relate to the assumptions made by the management regarding the employee benefit plans such as payroll increase, remaining years to retiring, inflation rates etc. Another source of uncertainty regards the estimation for the fixed assets useful life. The above estimates and assumptions are based on the up to date experience of the management and are reevaluated so as to reflect the prevailing market conditions.
The Group manages its capital to ensure that Group companies will be able to continue as a going concern while maximizing the return to stakeholders through the optimization of the debt and equity balance. The capital structure of the Group consists of debt, which includes the borrowings, cash and cash equivalents and equity attributable to equity holders of the parent, comprising issued capital, share premium, reserves and retained earnings. The Group's management monitors the capital structure on a frequent basis. As a part of this monitoring, the management reviews the cost of capital and the risks associated with each class of capital. The Group's intention is to balance its overall capital structure through the payment of dividends, as well as the issue of new debt or the redemption of existing debt.
The Group's management reviews the capital structure on a frequent basis. As part of this review, the cost of capital is calculated and the risks associated with each class of capital are assessed.
The gearing ratio as of 30/6/2009 and 31/12/2008 was as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| In 000´s Euros | 30/06/2009 | 31/12/2008 | 30/06/2009 | 31/12/2008 |
| Bank loans | 654,563 | 670,790 | 528,816 | 559,250 |
| Cash and cash equivalents | (57,464) | (9,208) | (43,068) | (7,982) |
| Net Bank Borrowings |
597,099 | 661,582 | 485,748 | 551,268 |
| Shareholders' Equity | 371,589 | 309,586 | 356,201 | 314,360 |
| Net Bank Debt / Shareholders' Equity |
1.61 | 2.14 | 1.36 | 1.75 |
The Group's Treasury division provides services to the business, co-ordinates access to domestic and international financial markets, monitors and manages the financial risks relating to the operations of the Group. These risks include market risk (including currency risk, fair value interest rate risk and price risk), credit risk and liquidity risk. The Group does not enter into or trade financial instruments, including derivative financial instruments, for speculative purposes. The Treasury function reports on a frequent basis to the Group's management that monitors risks and policies implemented to mitigate risk exposures.
Due to the nature of its activities the Group is exposed primarily to the financial risks of changes in foreign currency exchange rates (see (d) below), interest rates (see (e) below) and to the volatility of oil prices mainly due to the obligation to maintain certain level of inventories. The Company in order to avoid significant fluctuations in the inventories valuation is trying, as a policy, to keep the inventories at the lowest possible levels. Furthermore, any change in the pertaining refinery margin, denominated in USD, affects the Company's gross margin. There has been no change to the Group's exposure to market risks or the manner in which it manages and measures the risk.
Due to the use of the international Platt's prices in USD for oil purchases/sales, exposures to exchange rate fluctuations may arise for the Company's profit margins. The Company minimises foreign currency risks through physical hedging, mostly by monitoring assets and liabilities in foreign currencies.
In addition, part of the Company's liabilities is expressed in CHF which is considered as not having a material risk since the amount is not material.
The Group has access to various major domestic and international financial markets and manages to have borrowings with very competitive interest rates and terms. Hence, the operating expenses and cash flows from financing activities are not materially affected by interest rate fluctuations.
The Group's credit risk is primarily attributable to its trade and other receivables.
The Group's trade receivables are characterized by a high degree of concentration, due to a limited number of customers comprising the clientele of the parent Company. Most of the customers are international well known oil companies. None of them accounted for more than 10% of Group turnover for the period 1/1/2009 – 30/6/2009. Consequently the credit risk is very limited. The Group companies have signed contracts with their clients, based on the course of the international oil prices.
In addition the Group, as a policy, obtains letters of guarantee from its clients in order to secure its receivables, which as at 30/06/2009 amounted to € 26,743 thousand, As far as receivables of "Avin Oil S.A." are concerned, these are spread in a wide base of customers and consequently there is no material concentration and the credit risk is very limited.
Liquidity risk is managed through the proper combination of cash and cash equivalents and the bank loan facilities granted, used or unused, In order to address such risks, the Group's management monitors the balance of cash and cash equivalents and ensures available bank loans facilities in conjunction with the fact that cash and cash equivalents are deposited in well known banks.
We are committed to our core goal of satisfying society's energy needs while contributing to economic and community prosperity, respecting the principles of Sustainable Development and minimizing the impact on the environment resulting from our business operations. This commitment is expressed in our policy for Quality, Health & Safety and Environmental Protection.
The Company Quality Management System was certified initially in 1993 according to the ISO 9002 standard and the system reformation commenced in 2002 in order to develop a new one meeting the standards of the new ISO 9001:2000 which was certified by Bureau Veritas in January 2003. In March 2006 the system was recertified with validity until March 2009 when its recertification was renewed with validity until 2012.
The commitment of the management of the Company and its personnel to the continuous development of quality is universal. Within this framework, the Refinery Chemical Laboratory was accredited with the ISO / IEC 17025 by the National Accreditation System (ESYD) in September 2006. This accreditation has validity until September 2010.
The Company Environmental Management System was initially certified compliant with the ISO 14001:1996 standard in the year 2000 for all refinery operations. Since 2004, the Company has been compliant with the more strict ISO 14001:2004 standard certified by Bureau Veritas and this system was recertified in March 2007 with validity until 2010. Our environmental policy includes the firm commitment to constant improvement and dissemination of information relating to the impact of our activities on the environment. Within the framework of this commitment, and beyond our legal obligations, we decided to adopt and implement, on a voluntary basis, the non-mandatory Eco-Management and Audit Scheme (EMAS) specified in EU directive 761/2001.
We recently issued our third in succession annual Environmental Statement, according to the EMAS (Eco-Management & Audit Scheme) regulation, on a voluntary basis. Furthermore, in May 2008 the Company Refinery was connected with the Natural Gas National Grid and in the same year the operation of a new low energy consumption unit of sea water desalination took place, thus eliminating any need to import fresh water to cater for the refinery requirements.
It is worth noting that, in the oil refining and marketing sector, the triple combination of ISO 14001:2004 and EMAS certification for the environment and ISO 9001:2000 certification for quality, is particularly important and provides multiple advantages. Such certification is rarely encountered in European refineries of a similar complexity level as the MOTOR OIL refinery,
MOTOR OIL is also committed to incorporate the Health & Safety requirements in its planning, decision making and Refinery operation always considering all stakeholders.
Within the context of this commitment, the Health & Safety Management of the Refinery was revised thoroughly and was certified by Bureau Veritas according to the international standard OHSAS 18001:2007 in December 2008. This certification has a three year validity.
The key financial ratios for the Group and the Company are as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 30/06/2009 | 31/12/2008 | 30/06/2009 | 31/12/2008 | |
| Debt to Capital Ratio Total Borrowings , Total Borrowings + Total Equity |
63.79% | 68.42% | 59.75% | 64.02% |
| Net Debt to Equity Ratio |
||||
| Total Net Borrowings Total Equity |
1.61 | 2.14 | 1.36 | 1.75 |
| GROUP | COMPANY | |||
| 30/06/2009 | 30/06/2008 | 30/06/2009 | 30/06/2008 | |
| Return On Assets (ROA) Net Profits after Tax Total Assets |
6.94% | 6.41% | 6.41% | 6.92% |
| Return On Equity (ROE) Net Profits after Tax Total Equity |
28.31% | 30.18% | 24.19% | 29.42% |
| Return On Invested Capital (ROIC) Net Profits After Tax + Finance Costs , Total Net Borrowings + Total Equity + Provisions |
11.19% | 10.50% | 10.46% | 11.09% |
Transactions among the Company and its subsidiaries have been eliminated on consolidation.
Details regarding the transactions among the Company, its subsidiaries and the related parties disclosed as associates are set out below:
| GROUP (amounts in thousand Euro) |
||||||
|---|---|---|---|---|---|---|
| Associates: | Sales of products and services |
Other expenses |
Dividends | Receivables | Payables | |
| SEKAVIN | 35,301 | 507 | 0 | 8,834 | 0 | |
| HAFCO S.A. | 2,910 | 27 | 0 | 1,557 | 0 | |
| ATHENS AIRPORT FUEL PIPELINE COMPANY S.A. |
0 | 0 | 156 | 0 | 0 | |
| KORINTHOS POWER S.A. |
41 | 0 | 0 | 153 | 0 | |
| NUR – MOH |
0 | 0 | 0 | 12 | 0 | |
| Total | 38,252 | 534 | 156 | 10,556 | 0 |
| Sales of products and services |
Other expenses |
Dividends | Receivables | Payables |
|---|---|---|---|---|
| 199,671 | 401 | 0 | 19,108 | 0 |
| 35,301 | 507 | 0 | 8,834 | 0 |
| 2,876 | 27 | 0 | 1,548 | 0 |
| 0 | 0 | 156 | 0 | 0 |
| 41 | 0 | 0 | 153 | 0 |
| 0 | 0 | 0 | 12 | 0 |
| 237,889 | 935 | 156 | 29,655 | 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.
All receivable and payable balances mentioned above derive from normal course of operations.
The remuneration of the key management personnel, of the Group, for the period 1/1/2009 – 30/06/2009 and 1/1/2008 – 30/06/2008 amounted to € 1,139 thousand and € 1,067 thousand respectively (Company: 1/1/2009 – 30/06/2009: € 1,001 thousand, 1/1/2008 – 30/06/2008: € 935 thousand).
The remuneration of the members of the Board of Directors are proposed and approved by the Annual General Assembly of Company shareholders.
Other short term benefits granted to the top management of the Group amounted to € 176 thousand for the period 1/1/2009 – 30/06/2009 and to € 45 thousand for the period 1/1/2008 – 30/06/2008 (Company: 1/1/2009 – 30/06/2009: € 170 thousand, 1/1/2008 – 30/06/2008: € 38 thousand)
There was no leaving indemnities to key management personnel for the Group and the Company for the period 1/1/2009 – 30/6/2009 as well as for the respective period of the previous year.
There are no other transactions, receivables and/or payables among Group companies and key management personnel.
Maroussi, 24 August 2009
THE CHAIRMAN OF THE BOD AND MANAGING DIRECTOR
JOHN V. VARDINOYANNIS
VARDIS J. VARDINOYANNIS
PANAGIOTIS Ν. ΚΟΝΤΑXIS
THE DEPUTY MANAGING DIRECTORS ΤHE MEMBERS OF THE BOD
JOHN Ν. ΚΟSMADAKIS DEMOSTHENES Ν VARDINOYANNIS
PETROS Τ. ΤΖΑΝΝΕΤΑΚIS ΝΙΚΟS TH. VARDINOYANNIS
GEORGE P. ΑLEXANDRIDIS
HELEN – MARIA L. THEODOROULAKIS
ΚOΝSΤΑΝΤΙΝΟS B. ΜΑRΑVΕΑS
ANTONIOS TH. THEOCHARIS
DESPIΝΑ Ν. ΜΑΝOLIS
Prefecture of Attica Registration Nr 1482/06/Β/86/26 Headquarters: Irodou Attikou 12Α – 151 24 Maroussi Attica
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 JUNE 2009 FOR THE GROUP AND THE COMPANY " MOTOR OIL (HELLAS) CORINTH REFINERIES S.A." Headquarters: Irodou Attikou 12Α , 151 24 Maroussi, Attica
| Page | |
|---|---|
| Condensed Statement of Comprehensive Income for the period ended 30 June 2009 | 3 |
| Condensed Statement of Financial Position at 30 June 2009 Condensed Statement of Changes in Equity for the period ended 30 June 2009 |
5 6 |
| Condensed Statement of Cash Flows for the period ended 30 June 2009 |
7 |
| Notes to the Condensed Financial Statements for the period ended 30 June 2009 | 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 Expenses | 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. Acquisition of Subsidiary | 19 |
| 20. Contingent Liabilities / Commitments | 20 |
| 21. Events after the Balance Sheet Date | 20 |
| 22. Related Party Transactions | 21 |
The financial statements of the Group and the Company, set out on pages 3 to 21, were approved at the Board of Directors' Meeting dated Monday August 24, 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 |
| Period 1.1 – 30.06.2009 | GROUP | COMPANY | ||||
|---|---|---|---|---|---|---|
| 1.1.2009- | 1.1.2008- | 1.1.2009- | 1.1.2008- | |||
| In 000´s Euros (except for "earnings per share") | Note | 30.06.2009 | 30.06.2008 | 30.06.2009 | 30.06.2008 | |
| Operating results | ||||||
| Revenue | 4 | 1,816,534 | 2,759,533 | 1,589,544 | 2,541,727 | |
| Cost of Sales | 5 | (1,665,040) | (2,586,000) | (1,465,118) | (2,394,221) | |
| Gross profit | 151,494 | 173,533 | 124,426 | 147,506 | ||
| Distribution expenses | (29,712) | (28,601) | (9,426) | (8,364) | ||
| Administrative expenses | (17,785) | (15,725) | (12,023) | (11,007) | ||
| Other operating income/(expenses) | 21,651 | 34,005 | 19,545 | 31,440 | ||
| Profit from operations | 125,648 | 163,212 | 122,522 | 159,575 | ||
| Investment income | 689 | 1,341 | 410 | 1,080 | ||
| Share of profit/(loss) of associates Gain recognized on deemed disposal of interest in |
2,040 | 187 | 0 | 0 | ||
| former subsidiary | 18 | 16,846 | 0 | 0 | 0 | |
| Finance costs | (9,996) | (19,037) | (7,673) | (15,708) | ||
| Profit before tax | 135,227 | 145,703 | 115,259 | 144,947 | ||
| Income tax | 6 | (30,026) | (36,370) | (29,105) | (36,240) | |
| Profit after tax | 105,201 | 109,333 | 86,154 | 108,707 | ||
| Other comprehensive income | 0 | 0 | 0 | 0 | ||
| Total comprehensive income | 105,201 | 109,333 | 86,154 | 108,707 | ||
| Attributable to Company Shareholders | 105,171 | 109,333 | 86,154 | 108,707 | ||
| Non-controlling interests | 30 | 0 | 0 | 0 | ||
| Earnings per share basic and diluted (in Euros) | 7 | 0.95 | 0.99 | 0.78 | 0.98 |
The notes on pages 8-21 are an integral part of these interim condensed Financial Statements.
| Period 1.4 – 30.06.2009 | GROUP | COMPANY | ||||
|---|---|---|---|---|---|---|
| 1.4.2009- | 1.4.2008- | 1.4.2009- | 1.4.2008- | |||
| In 000´s Euros (except for "earnings per share") | Note | 30.06.2009 | 30.06.2008 | 30.06.2009 | 30.06.2008 | |
| Operating results | ||||||
| Revenue | 4 | 952,827 | 1,423,778 | 855,872 | 1,321,031 | |
| Cost of Sales | 5 | (864,747) | (1,307,357) | (781,088) | (1,217,090) | |
| Gross profit | 88,080 | 116,421 | 74,784 | 103,941 | ||
| Distribution expenses | (14,194) | (14,516) | (4,480) | (4,311) | ||
| Administrative expenses | (9,223) | (8,030) | (6,521) | (5,895) | ||
| Other operating income/(expenses) | 30,294 | 8,541 | 29,073 | 7,176 | ||
| Profit from operations | 94,957 | 102,416 | 92,856 | 100,911 | ||
| Investment income | 317 | 913 | 260 | 704 | ||
| Share of profit/(loss) of associates Gain recognized on deemed disposal of interest in |
1,904 | 151 | 0 | 0 | ||
| former subsidiary | 18 | 16,846 | 0 | 0 | 0 | |
| Finance costs | (4,474) | (9,058) | (3,375) | (7,340) | ||
| Profit before tax | 109,550 | 94,422 | 89,741 | 94,275 | ||
| Income tax | 6 | (23,580) | (23,497) | (22,673) | (23,510) | |
| Profit after tax | 85,970 | 70,925 | 67,068 | 70,765 | ||
| Other comprehensive income | 0 | 0 | 0 | 0 | ||
| Total comprehensive income | 85,970 | 70,925 | 67,068 | 70,765 | ||
| Attributable to Company Shareholders | 85,940 | 70,925 | 67,068 | 70,765 | ||
| Non-controlling interests | 30 | 0 | 0 | 0 | ||
| Earnings per share basic and diluted (in Euros) | 7 | 0.78 | 0.64 | 0.61 | 0.64 |
The notes on pages 8-21 are an integral part of these interim condensed Financial Statements.
| In 000´s Euros | GROUP | COMPANY | ||||
|---|---|---|---|---|---|---|
| Note | 30.06.2009 | 31.12.2008 | 30.06.2009 | 31.12.2008 | ||
| ASSETS | ||||||
| Non-current assets | ||||||
| Goodwill | 9 | 16,200 | 20,082 | 0 | 0 | |
| Other intangible assets | 10 | 24,863 | 3,713 | 750 | 916 | |
| Property, Plant and Equipment | 11 | 823,565 | 759,137 | 776,312 | 713,043 | |
| Investments in subsidiaries and associates | 12 | 21,496 | 4,971 | 46,013 | 42,722 | |
| Available for sale investments | 13 | 927 | 927 | 927 | 927 | |
| Other non-current assets | 16,138 | 16,530 | 952 | 1,539 | ||
| Total | 903,189 | 805,360 | 824,954 | 759,147 | ||
| Current assets | ||||||
| Inventories | 247,161 | 235,529 | 243,524 | 233,705 | ||
| Trade and other receivables | 307,747 | 300,179 | 232,076 | 205,599 | ||
| Cash and cash equivalents | 57,464 | 9,208 | 43,068 | 7,982 | ||
| Total | 612,372 | 544,916 | 518,668 | 447,286 | ||
| Total Assets | 1,515,561 | 1,350,276 | 1,343,622 | 1,206,433 | ||
| LIABILITIES | ||||||
| Non-current liabilities | ||||||
| Borrowings | 14 | 270,926 | 276,871 | 209,276 | 227,031 | |
| Provision for retirement benefit obligation | 35,169 | 34,408 | 33,098 | 32,691 | ||
| Deferred tax liabilities | 35,828 | 32,006 | 34,935 | 31,234 | ||
| Other non-current liabilities | 1,345 | 1,289 | 0 | 0 | ||
| Deferred income | 6,053 | 6,383 | 6,053 | 6,383 | ||
| Total | 349.321 | 350,957 | 283,362 | 297,339 | ||
| Current liabilities | ||||||
| Trade and other payables | 388,114 | 291,043 | 364,471 | 257,744 | ||
| Provision for retirement benefit obligation | 3,486 | 4,099 | 3,486 | 4,099 | ||
| Income Taxes | 18,741 | 0 | 15,889 | 0 | ||
| Borrowings | 14 | 383,637 | 393,919 | 319,540 | 332,219 | |
| Deferred income | 673 | 672 | 673 | 672 | ||
| Total | 794,651 | 689,733 | 704,059 | 594,734 | ||
| Total Liabilities | 1,143,972 | 1,040,690 | 987,421 | 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 | 210,121 | 149,263 | 198,272 | 156,431 | |
| Equity attributable to Company Shareholders |
370,444 | 309,586 | 356,201 | 314,360 | ||
| Non-controlling interests | 1,145 | 0 | 0 | 0 | ||
| Total Equity | 371,589 | 309,586 | 356,201 | 314,360 | ||
| Total Equity and Liabilities | 1,515,561 | 1,350,276 | 1,343,622 | 1,206,433 |
The notes on pages 8-21 are an integral part of these interim condensed Financial Statements.
| 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 |
| Profit for the period | 0 | 0 | 0 | 109,333 | 109,333 | 0 | 109,333 |
| Dividends | 0 | 0 | 0 | (110,783) | (110,783) | 0 | (110,783) |
| Balance as at 30 June 2008 | 33,235 | 49,528 | 77,559 | 201,966 | 362,288 | 0 | 362,288 |
| 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 |
| Profit for the period | 0 | 0 | 0 | 105,171 | 105,171 | 30 | 105,201 |
| Dividends | 0 | 0 | 0 | (44,313) | (44,313) | 0 | (44,313) |
| Balance as at 30 June 2009 | 33,235 | 49,528 | 77,560 | 210,121 | 370,444 | 1,145 | 371,589 |
| COMPANY In 000´s Euros |
Share capital |
Share premium | Reserves | Retained earnings |
Total |
|---|---|---|---|---|---|
| Balance as at 1 January 2008 | 33,235 | 49,528 | 75,166 | 213,604 | 371,533 |
| Profit for the period | 0 | 0 | 0 | 108,707 | 108,707 |
| Dividends | 0 | 0 | 0 | (110,783) | (110,783) |
| Balance as at 30 June 2008 | 33,235 | 49,528 | 75,166 | 211,528 | 369,457 |
| Balance as at 1 January 2009 | 33,235 | 49,528 | 75,166 | 156,431 | 314,360 |
| Profit for the period | 0 | 0 | 0 | 86,154 | 86,154 |
| Dividends | 0 | 0 | 0 | (44,313) | (44,313) |
| Balance as at 30 June 2009 | 33,235 | 49,528 | 75,166 | 198,272 | 356,201 |
The notes set out on pages 8-21 are an integral part of these interim condensed Financial Statements.
| In 000´s Euros | GROUP | COMPANY | |||
|---|---|---|---|---|---|
| 1/1 – 30/06/2009 | 1/1 – 30/06/2008 | 1/1 – 30/06/2009 | 1/1 – 30/06/2008 | ||
| Operating activities: | |||||
| Profit before tax | 135,227 | 145,703 | 115,259 | 144,947 | |
| Adjustments for: | |||||
| Depreciation & amortization of non current assets | 27,898 | 25,882 | 25,160 | 23,595 | |
| Provisions | 213 | 1,259 | (29) | 731 | |
| Exchange differences | (3,985) | (17,392) | (4,043) | (17,280) | |
| Investment income/(expenses) | (19,498) | (724) | (610) | (500) | |
| Finance costs | 9,996 | 19,037 | 7,673 | 15,708 | |
| Movements in working capital: | |||||
| Decrease/(increase) in inventories | (10,897) | (174,578) | (9,818) | (176,118) | |
| Decrease/(increase) in receivables (Decrease)/increase in payables (excluding |
(14,026) | 12,910 | (33,111) | 17,470 | |
| borrowings) | 102,808 | 95,625 | 112,632 | 97,295 | |
| Less: | |||||
| Finance costs paid | (10,712) | (18,495) | (7,949) | (15,558) | |
| Taxes paid | (2,388) | (12,436) | (2,285) | (12,102) | |
| Net cash (used in) / from operating activities (a) | 214,636 | 76,791 | 202,879 | 78,188 | |
| Investing activities: Acquisition of subsidiaries,affiliates,joint-vetures and |
|||||
| other investments | 325 | 0 | (3,291) | 0 | |
| Purchase of tangible and intangible assets Proceeds on disposal of tangible and intangible assets |
(91,666) 10 |
(42,609) 71 |
(88,271) 2 |
(40,869) 0 |
|
| Interest received | 134 | 679 | 131 | 629 | |
| Dividends received | 156 | 196 | 156 | 196 | |
| Net cash (used in) / from investing activities (b) | (91.041) | (41,663) | (91,273) | (40,044) | |
| Financing activities: | |||||
| New bank loans raised | 361,763 | 808,810 | 281,176 | 648,624 | |
| Repayments of bank loans | (392,689) | (731,891) | (313,283) | (575,229) | |
| Repayments of finance leases | (100) | (92) | (100) | (92) | |
| Dividends paid | (44,313) | (110,783) | (44,313) | (110,783) | |
| Net cash (used in) / from financing activities (c) | (75,339) | (33,956) | (76,520) | (37,480) | |
| Net Increase / (Decrease) in cash and cash equivalents (a)+(b)+( c) |
48,256 | 1,172 | 35,086 | 664 | |
| Cash and cash equivalents at the beginning of the period Cash and cash equivalents at the end of the |
9,208 | 13,743 | 7,982 | 10,634 | |
| period | 57,464 | 14,915 | 43,068 | 11.298 |
The notes set out on pages 8-21 are an integral part of these interim condensed Financial Statements.
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, Athens 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 June 2009 the number of employees, for the Group and the Company, was 1,534 and 1,293 persons respectively (30/06/2008: Group: 1,491 persons, Company: 1,267 persons).
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.
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:
| In 000´s Euros | 01.01 – 30.06.2009 |
01.01 – 30.06.2008 |
|||||||
|---|---|---|---|---|---|---|---|---|---|
| Business Operations | Refinery's Activities |
Sales to Gas Stations |
Services | Eliminations/ Adjustments |
Total | Refinery's Activities |
Sales to Gas Stations |
Eliminations | Total |
| Sales to third parties | 1,391,374 | 423,337 | 1,823 | 0 | 1,816,534 | 2,230,111 | 529,422 | 0 | 2,759,533 |
| Inter-segment sales | 198,170 | 2,666 | 0 | (200,836) | 0 | 311,616 | 1,014 | (312,630) | 0 |
| Total revenue | 1,589,544 | 426,003 | 1,823 | (200,836) | 1,816,534 | 2,541,727 | 530,436 | (312,630) | 2,759,533 |
| Cost of Sales | (1,465,118) | (400,482) | (1,132) | 201,692 | (1,665,040) | (2,394,221) | (504,560) | 312,781 | (2,586,000) |
| Gross profit | 124,426 | 25,521 | 691 | 856 | 151,494 | 147,506 | 25,876 | 151 | 173,533 |
| Distribution expenses | (9,426) | (20,435) | (1) | 150 | (29,712) | (8,364) | (20,314) | 77 | (28,601) |
| Administrative expenses | (12,023) | (5,663) | (179) | 80 | (17,785) | (11,007) | (4,755) | 37 | (15,725) |
| Other operating income/(expenses) | 19,545 | 3,226 | 9 | (1,129) | 21,651 | 31,440 | 3,370 | (805) | 34,005 |
| Segment result from operations | 122,522 | 2,649 | 520 | (43) | 125,648 | 159,575 | 4,177 | (540) | 163,212 |
| Investment income | 410 | 278 | 1 | 0 | 689 | 1,080 | 261 | 0 | 1,341 |
| Share of profit/(loss) of associates Gain recognized on deemed disposal of |
0 | 0 | 0 | 2,040 | 2,040 | 0 | 0 | 187 | 187 |
| interest in former subsidiary | 0 | 0 | 0 | 16,846 | 16,846 | 0 | 0 | 0 | 0 |
| Finance costs | (7,673) | (2,269) | (54) | 0 | (9,996) | (15,708) | (3,329) | 0 | (19,037) |
| Profit before tax | 115,259 | 658 | 467 | 18,843 | 135,227 | 144,947 | 1,109 | (353) | 145,703 |
| Other information : |
|||||||||
| Acquisition of subsidiary (Intangible assets) |
0 | 0 | 21,825 | 0 | 21,825 | 0 | 0 | 0 | 0 |
| Capital additions | 88,279 | 3,391 | 4 | 0 | 91,674 | 40,869 | 1,740 | 0 | 42,609 |
| Depreciation/amortization for the period |
25,159 | 2,448 | 291 | 0 | 27,898 | 23,595 | 2,287 | 0 | 25,882 |
| Financial Position | |||||||||
| Assets | |||||||||
| Segment assets (excluding investments) Investments in: |
1,296,682 | 169,654 | 30,323 | (3,521) | 1,493,138 | 1,531,951 | 190,874 | (23,050) | 1,699,775 |
| Subsidiaries & associates | 46,013 | 6,316 | 0 | (30,833) | 21,496 | 38,678 | 2,992 | (37,898) | 3,772 |
| Available for Sale Investments | 927 | 0 | 0 | 0 | 927 | 927 | 0 | 0 | 927 |
| Total assets | 1,343,622 | 175,970 | 30,323 | (34,354) | 1,515,561 | 1,571,556 | 193,866 | (60,948) | 1,704,474 |
| Total liabilities | 987,421 | 160,217 | 15,893 | (19,559) | 1,143,972 | 1,202,099 | 179,249 | (39,162) | 1,342,186 |
The following table provides an analysis of the sales by geographical market (domestic – export) and by category of goods sold (products – merchandise):
| GROUP | ||||||
|---|---|---|---|---|---|---|
| In 000´s Euros | 1/1 – 30/06/09 |
1/1 – 30/06/08 |
||||
| SALES | DOMESTIC | EXPORT | TOTAL | DOMESTIC | EXPORT | TOTAL |
| Products | 637,852 | 642,752 | 1,280,604 | 1,096,705 | 849,084 | 1,945,789 |
| Merchandise | 394,450 | 139,657 | 534,107 | 511,519 | 302,225 | 813,744 |
| Services | 1,823 | 0 | 1,823 | 0 | 0 | 0 |
| TOTAL | 1,034,125 | 782,409 | 1,816,534 | 1,608,224 | 1,151,309 | 2,759,533 |
| COMPANY | ||||||
| In 000´s Euros | 1/1 – 30/06/09 |
1/1 – 30/06/08 |
||||
| SALES | DOMESTIC | EXPORT | TOTAL | DOMESTIC | EXPORT | TOTAL |
| Products | 637,852 | 642,752 | 1,280,604 | 1,096,705 | 849,084 | 1,945,789 |
| Merchandise | 170,926 | 138,014 | 308,940 | 318,535 | 277,403 | 595,938 |
| TOTAL | 808,778 | 780,766 | 1,589,544 | 1,415,240 | 1,126,487 | 2,541,727 |
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.
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 – 30/06/2009: € 3,269 thousand and 1/1 – 30/06/2008: € 3 thousand.
The total cost of inventories recognized as an expense during the current and prior year period for the Group was for 1/1 – 30/06/2009: € 1,636,542 thousand and for 1/1 – 30/06/2008: € 2,562,585 thousand (Company: 1/1 – 30/06/2009: € 1,436,909 thousand, 1/1 – 30/06/2008: € 2,370,805 thousand).
| In 000´s Euros | GROUP COMPANY |
|||
|---|---|---|---|---|
| 1/1 – 30/06/09 |
1/1 – 30/06/08 |
1/1 – 30/06/09 |
1/1 – 30/06/08 |
|
| Current corporate tax for the |
||||
| period | 25,795 | 32,775 | 25,404 | 32,442 |
| Tax audit differences from prior | ||||
| years | 605 | 0 | 0 | 0 |
| Deferred tax | 3,626 | 3,595 | 3,701 | 3,798 |
| Total | 30,026 | 36,370 | 29,105 | 36,240 |
Corporate income tax is calculated at 25% on the tax assessable profit for the period 1/1-30/06/2009 and 1/1-30/06/2008 respectively. Deferred taxation is calculated with the tax rates that are expected to be in force when the temporary differences will be reversed.
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 | ||||
|---|---|---|---|---|---|---|
| 1/1-30/06/09 | 1/1-30/06/08 | 1/1-30/06/09 | 1/1-30/06/08 | |||
| Earnings | 105,171 | 109,333 | 86,154 | 108,707 | ||
| Weighted average number of ordinary shares for the purposes of basic earnings per share |
110,782,980 | 110,782,980 | 110,782,980 | 110,782,980 | ||
| Earnings per share basic and diluted in € |
0.95 | 0.99 | 0.78 | 0.98 | ||
| GROUP | COMPANY | |||||
| 1/4-30/06/09 | 1/4-30/06/08 | 1/4-30/06/09 | 1/4-30/06/08 | |||
| Earnings | 85,940 | 70,925 | 67,068 | 70,765 | ||
| Weighted average number of ordinary shares for the purposes of basic earnings |
||||||
| per share | 110,782,980 | 110,782,980 | 110,782,980 | 110,782,980 | ||
| Earnings per share basic and diluted in € |
0.78 | 0.64 | 0.61 | 0.64 |
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.
Goodwill for the Group as at 30.06.2009 was € 16,200 thousand. Goodwill concerns the acquisition of the subsidiaries "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 |
30/06/2009 | |
|---|---|---|---|
| Goodwill | 20,082 | (3,882) | 16,200 |
The movement during the period 1/1 – 30/6/2009 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 | 104 | 4 | 108 | 37 |
| As at 30 June 2009 ACCUMULATED AMORTIZATION |
12,775 | 25,519 | 38,294 | 10,443 |
| As at 1 January 2009 | 11,105 | 1,543 | 12,648 | 9,490 |
| Amortization expense | 303 | 480 | 783 | 203 |
| As at 30 June 2009 |
11,408 | 2,023 | 13,431 | 9,693 |
| CARRYING AMOUNT | ||||
| As at 31 December 2008 |
1,566 | 2,147 | 3,713 | 916 |
| As at 30 June 2009 |
1,367 | 23,496 | 24,863 | 750 |
The movement in the Group's fixed assets during the period 1/1 – 30/06/2009 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 | 979 | 3,508 | 755 | 86,324 | 0 | 91,566 |
| Disposals | (17) | (79) | (14) | 0 | 0 | (110) |
| Transfers | 566 | 8,613 | 22 | (9,201) | 0 | 0 |
| As at 30 June 2009 ACCUMULATED DEPRECIATION |
153,479 | 869,243 | 22,665 | 142,737 | 1,024 | 1,189,148 |
| As at 1 January 2009 |
17,453 | 306,878 | 13,825 | 0 | 399 | 338,555 |
| Depreciation expense | 1,536 | 24,668 | 809 | 0 | 102 | 27,115 |
| Disposals | (2) | (72) | (13) | 0 | 0 | (87) |
| As at 30 June 2009 CARRYING AMOUNT |
18,987 | 331,474 | 14,621 | 0 | 501 | 365,583 |
| As at 31 December 2008 |
134,498 | 550,323 | 8,077 | 65,614 | 625 | 759,137 |
| As at 30 June 2009 | 134,492 | 537,769 | 8,044 | 142,737 | 523 | 823,565 |
The movement in the Company's fixed assets during the period 1/1 – 30/06/2009 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 | 208 | 1,400 | 522 | 86,112 | 0 | 88,242 |
| Disposals | (17) | 0 | (7) | 0 | 0 | (24) |
| Transfers | 565 | 8,611 | 25 | (9,201) | 0 | 0 |
| As at 30 June 2009 ACCUMULATED DEPRECIATION |
134,631 | 811,105 | 19,146 | 142,439 | 1,024 | 1,108,345 |
| As at 1 January 2009 |
13,441 | 281,228 | 12,016 | 0 | 399 | 307,084 |
| Depreciation expense | 1,258 | 22,890 | 707 | 0 | 102 | 24,957 |
| Disposals | (2) | 0 | (6) | 0 | 0 | (8) |
| As at 30 June 2009 CARRYING AMOUNT |
14,697 | 304,118 | 12,717 | 0 | 501 | 332,033 |
| As at 31 December 2008 |
120,434 | 519,866 | 6,590 | 65,528 | 625 | 713,043 |
| As at 30 June 2009 | 119,934 | 506,987 | 6,429 | 142,439 | 523 | 776,312 |
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 lessors' title to the leased assets, which have a carrying amount of € 523 thousand (31/12/2008: € 625 thousand).
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) |
| 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 |
Investments in subsidiaries and associates are as follows:
| Name | GROUP | COMPANY | |||
|---|---|---|---|---|---|
| In 000´s Euros | 30/06/2009 | 31/12/2008 | 30/06/2009 | 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. HELLENIC AVIATION FUEL COMPANY |
0 | 0 | 0 | 0 | |
| S.A.(HAFCO S.A.) | 369 | 452 | 0 | 0 | |
| ELECTROPARAGOGI SOUSSAKI S.A. | 77 | 77 | 44 | 44 | |
| KORINTHOS POWER S.A. | 20,880 | 0 | 4,210 | 4,210 | |
| TOTAL | 21,496 | 4,971 | 46,013 | 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." and "ELECTROPARAGOGI SOUSSAKI S.A." are not consolidated but are stated at cost due to their insignificance and because they are dormant. "AVIN ALBANIA SA" 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.
| 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 it.
| GROUP | COMPANY | |||
|---|---|---|---|---|
| In 000´s Euros | 30/06/2009 | 31/12/2008 | 30/06/2009 | 31/12/2008 |
| Bank loans | ||||
| 654,942 | 671,302 | 529,055 | 559,601 | |
| Finance leases | 550 | 649 | 550 | 649 |
| Less: Bond loan expenses* | (929) | (1,161) | (789) | (1,000) |
| Total loans | 654,563 | 670,790 | 528,816 | 559,250 |
| The borrowings are repayable as follows: | ||||
| On demand or within one year | 383,637 | 393,919 | 319,540 | 332,219 |
| In the second year | 32,806 | 189,182 | 31,418 | 139,181 |
| From the third to fifth years inclusive | 232,808 | 88,850 | 178,647 | 88,850 |
| After five years | 6,241 | 0 | 0 | 0 |
| Less: Bond loan expenses* | (929) | (1,161) | (789) | (1,000) |
| Total loans | 654,563 | 670,790 | 528,816 | 559,250 |
| Less: Amount payable within 12 months (shown under current liabilities) |
383,637 | 393,919 | 319,540 | 332,219 |
| Amount payable after 12 months | 270,926 | 276,871 | 209,276 | 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 30/06/2009 and 31/12/2008:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 30/06/2009 | 31/12/2008 | 30/06/2009 | 31/12/2008 | |
| In 000´s Euros | ||||
| Loan's currency | ||||
| EURO | 408,470 | 335,189 | 282,723 | 223,649 |
| U.S. DOLLARS | 141,340 | 196,314 | 141,340 | 196,314 |
| SWISS FRANCS | 104,753 | 139,287 | 104,753 | 139,287 |
| Total | 654,563 | 670,790 | 528,816 | 559,250 |
The Group's management considers that the carrying amount of the Group's borrowings approximates their fair value.
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 30/06/2009 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 30/06/2009 is € 4,800 thousand.
Total short-term loans (incl. short-term part of long-term loans) with duration up to one year amount to € 319,540 thousand. There are outstanding mortgages against these loans as mentioned above in note number 11.
The interest rate of the above loans is LIBOR/EURIBOR+SPREAD.
Share capital as at 30/06/2009 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.
Reserves of the Group and the Company as at 30/06/2009 are € 77,560 thousand and € 75,166 thousand respectively and there was no movement since 31/12/2008.
| GROUP | COMPANY | |
|---|---|---|
| In 000´s Euros | ||
| Balance as at 31 December 2008 | 149,263 | 156,431 |
| Profit for the period | 105,171 | 86,154 |
| Dividends | (44,313) | (44,313) |
| Balance as at 30 June 2009 | 210,121 | 198,272 |
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%.
Fair value of investment retained (35%) 20,833 (Less: carrying amount of investment on the date of loss of significant influence) (3,987) Profit recognised 16,846
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 |
| 14,046 | |
| Equity | |
| Acquisition of 64.06% of net equity Gain from bargain purchase of subsidiary |
8,998 (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 (8/5-30/6/2009) was € 1,823 thousand and the net profit included in the consolidation € 384 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 € 4,518 thousand and the net profit to be included in the consolidation would have been € 602 thousand.
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 € 73.4 million (Company: approximately € 62.8 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 30/06/2009, amounts to approximately € 59 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 30/06/2009, amounted to € 53,630 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 30/06/2009, amounted to € 5,481 thousand. The respective amount as at 31/12/2008 was € 13,275 thousand.
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.
Except for the above, there are no events that have occurred that could have a material impact on the Group's and Company's financial structure or operations since 30/06/2009 up to the date of issue of these financial statements.
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:
| In 000´s Euros | INCOME | EXPENSES | RECEIVABLES | PAYABLES |
|---|---|---|---|---|
| Associates | 38,408 | 534 | 10,556 | 0 |
| In 000´s Euros | INCOME | EXPENSES | RECEIVABLES | PAYABLES |
|---|---|---|---|---|
| Subsidiaries | 199,671 | 401 | 19,108 | 0 |
| Associates | 38,374 | 534 | 10,547 | 0 |
| Total | 238,045 | 935 | 29,655 | 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.
The remuneration of directors and other members of key management for the Group for the period 1/1 – 30/06/2009 and 1/1 – 30/06/2008 amounted to € 1,139 thousand and € 1,067 thousand respectively. (Company: 1/1 – 30/06/2009: € 1,001 thousand, 1/1 – 30/06/2008: € 935 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 – 30/06/2009 amounted to € 176 thousand and 1/1 – 30/06/2008 amounted to € 45 thousand respectively. (Company: 1/1 – 30/06/2009: € 170 thousand, 1/1 – 30/06/2008: € 38 thousand)
There are no leaving indemnities to key management for the Group and the Company for the period 1/1 – 30/6/2009 as well as for the comparative last year period.
There are no other transactions, receivables and/or payables between Group companies and key management personnel.
Cambanis SA.
Assurance & Advisory Services
250 -254 Kitissias Ave. GR - 152 31 Halandri Athens. Greece
Tel.: +30 (210) 6781.100 Fax: +30 (210) 6776.221-2 www.deloitte.gr
To the Shareholders of "MOTOR OIL (HELLAS) CORINTH REFINERIES S.A."
We have reviewed the accompanying condensed stand alone and consolidated statements of financial position of MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. (the "Company") as of June 30, 2009 and the related condensed stand alone and consolidated statements of comprehensive income, changes in equity and cash flows for the six-month period then ended, and selective explanatory notes which comprise the interim condensed financial information, which represents an integral part of the six month financial report as provided by Law 3556/2007. Management is responsible for the preparation and fair presentation of this interim condensed financial information in accordance with International Financial Reporting Standards as adopted by the European Union and applicable to interim financial reporting ("IAS 34"). Our responsibility is to express a conclusion on this interim condensed financial information based on our review.
We conducted our review in accordance with the International Standard on Review Engagements 2410, "Review of Interim Financial Information performed by the Independent Auditor of the Entity". A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly we do not express an audit opinion.
Based on our review, nothing has come to our attention that causes us to believe that the accompanying interim financial information is not prepared, in all material respects, in accordance with IAS 34.
Based on our review we noted that the content of the six month financial report as provided by article 5 of Law 3556/2007 is consistent with the accompanying interim condensed financial information.
Athens, August 25 2009
The Certified Public Accountant Tilemachos Ch. Georgopoulos Reg. No. SOEL: 19271 Deloitte.Hadjipavlou Sofianos & Cambanis S.A. Assurance & Advisory Services 250-254 Kifissias Ave., 15231 Halandri Reg. No. SOEL: E 120
Hadjipavtou Sofianos & Cambanis SA Assurance &Advisory Services Co. Reg.No. 2S'53/0IAT/B'312052
Thessaloniki: lA. Adrianoupoleos Su.. GR e SSI 33 Kalamaria. T el.: +30 (2310) 406.500. Fax: +30 (2310) 416.447
Member of Deloitte Touche Tohmatsu
---'- ---
| The following figures and financial information, deriving from the financial statements, aim to provide a general information for the financial position and results of "MOTOR OIL (HELLAS) CORINTH REFINERIES S.A.". Therefore, we suggest to any reader, before making any |
|---|
| investment decision or transaction concerning the Company, to visit its Corporate web site, where the interim financial statements and the auditor's review report, whenever this is required, are presented. |
THE CHAIRMAN OF THE BoD AND MANAGING DIRECTOR VARDIS J. VARDINOYANNIS I.D. No K 011385/82
THE CHIEF ACCOUNTANT THEODOROS N. PORFIRIS I.D. No R 557979/94 E.C.G. Licence No. 0018076 A' Class
THE DEPUTY MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER PETROS T. TZANNETAKIS I.D. No R 591984/94
Maroussi, August 24, 2009
| GROUP Amounts in thd Euro |
COMPANY Amounts in thd Euro |
|||
|---|---|---|---|---|
| 30.06.2009 | 30.06.2008 | 30.06.2009 | 30.06.2008 | |
| Equity opening balance | ||||
| (01.01.2009 and 01.01.2008 respectively) | 309,586 | 363,738 | 314,360 | 371,533 |
| Non-controlling interests arising on the acquisition of subsidiary | 1,115 | 0 | 0 | 0 |
| Comprehensive income after tax | 105,201 | 109,333 | 86,154 | 108,707 |
| Dividends paid | (44,313) | (110,783) | (44,313) | (110,783) |
| Equity closing balance | ||||
| (30.06.2009 and 30.06.2008 respectively) | 371,589 | 362,288 | 356,201 | 369,457 |
| Indirect Method | GROUP | COMPANY | ||
|---|---|---|---|---|
| Amounts in thd Euro | Amounts in thd Euro | |||
| 01.01-30.06.2009 01.01-30.06.2008 01.01-30.06.2009 01.01-30.06.2008 | ||||
| Operating activities | ||||
| Profit / (loss) before tax | 135,227 | 145,703 | 115,259 | 144,947 |
| Plus / (Less) adjustments for: | ||||
| Depreciation | 27,898 | 25,882 | 25,160 | 23,595 |
| Provisions | 213 | 1,259 | (29) | 731 |
| Exchange differences | (3,985) | (17,392) | (4,043) | (17,280) |
| Investment income (expenses) | (19,498) | (724) | (610) | (500) |
| Interest and related expenses | 9,996 | 19,037 | 7,673 | 15,708 |
| Movements in working capital: | ||||
| Decrease / (increase) in inventories | (10,897) | (174,578) | (9,818) | (176,118) |
| Decrease / (increase) in receivables | (14,026) | 12,910 | (33,111) | 17,470 |
| (Decrease) / increase in payables (excluding loans) | 102,808 | 95,625 | 112,632 | 97,295 |
| Less: | ||||
| Interest and related expenses paid | (10,712) | (18,495) | (7,949) | (15,558) |
| Taxes paid | (2,388) | (12,436) | (2,285) | (12,102) |
| Net cash (used in) / from operating activities (a) | 214,636 | 76,791 | 202,879 | 78,188 |
| Investing activities | ||||
| (Increase) / decrease of interest in subsidiaries and associates | 325 | 0 | (3,291) | 0 |
| Purchase of tangible and intangible assets | (91,666) | (42,609) | (88,271) | (40,869) |
| Proceeds from the sale of tangible and other intangible assets | 10 | 71 | 2 | 0 |
| Interest received | 134 | 679 | 131 | 629 |
| Dividends received | 156 | 196 | 156 | 196 |
| Net cash (used in) / from investing activities (b) | (91,041) | (41,663) | (91,273) | (40,044) |
| Financing activities | ||||
| Proceeds from loans | 361,763 | 808,810 | 281,176 | 648,624 |
| Repayments of loans | (392,689) | (731,891) | (313,283) | (575,229) |
| Repayments of finance leases | (100) | (92) | (100) | (92) |
| Dividends paid | (44,313) | (110,783) | (44,313) | (110,783) |
| Net cash (used in) / from financing activities (c) | (75,339) | (33,956) | (76,520) | (37,480) |
| Net increase / (decrease) in cash and cash equivalents (a)+(b)+(c) | 48,256 | 1,172 | 35,086 | 664 |
| Cash and cash equivalents at beginning of the period | 9,208 | 13,743 | 7,982 | 10,634 |
| Cash and cash equivalents at period end | 57,464 | 14,915 | 43,068 | 11,298 |
| STATEMENT OF FINANCIAL POSITION | STATEMENT OF CASH FLOWS | ||||
|---|---|---|---|---|---|
| GROUP Amounts in thd Euro |
COMPANY | ||||
| Amounts in thd Euro | |||||
| 30.06.2009 | 31.12.2008 | 30.06.2009 | 31.12.2008 | ||
| ASSETS | Operating activities | ||||
| Property, plant and equipment | 823,565 | 759,137 | 776,312 | 713,043 | |
| Ιntangible assets | 41,063 | 23,795 | 750 | 916 | Plus / (Less) adjustments for: |
| Other non-current assets | 38,561 | 22,428 | 47,892 | 45,188 | |
| Inventories | 247,161 | 235,529 | 243,524 | 233,705 | |
| Trade receivables | 265,523 | 261,624 | 198,480 | 175,445 | |
| Other current assets | 99,688 | 47,763 | 76,664 | 38,136 | |
| TOTAL ASSETS | 1,515,561 | 1,350,276 | 1,343,622 | 1,206,433 | |
| Movements in working capital: | |||||
| TOTAL EQUITY AND LIABILITIES | |||||
| Share capital | 33,235 | 33,235 | 33,235 | 33,235 | |
| Other shareholders' equity | 337,209 | 276,351 | 322,966 | 281,125 | |
| Total shareholders' equity (a) | 370,444 | 309,586 | 356,201 | 314,360 | Less: |
| Minority interests (b) | 1,145 | 0 | 0 | 0 | |
| Total equity (c) = (a) + (b) | 371,589 | 309,586 | 356,201 | 314,360 | |
| Long term borrowings | 270,926 | 276,871 | 209,276 | 227,031 | |
| Other non-current liabilities | 78,395 | 74,086 | 74,086 | 70,308 | Investing activities |
| Short term borrowings | 383,637 | 393,919 | 319,540 | 332,219 | |
| Other current liabilities | 411,014 | 295,814 | 384,519 | 262,515 | |
| Total liabilities (d) | 1,143,972 | 1,040,690 | 987,421 | 892,073 | |
| TOTAL EQUITY & LIABILITIES (c) + (d) | 1,515,561 | 1,350,276 | 1,343,622 | 1,206,433 | |
| STATEMENT OF COMPREHENSIVE INCOME | GROUP COMPANY |
||||
| Amounts in thd Euro | Amounts in thd Euro | ||||
| 01.01-30.06.2009 | 01.01-30.06.2008 | 01.01-30.06.2009 | 01.01-30.06.2008 | Financing activities | |
| Turnover | 1,816,534 | 2,759,533 | 1,589,544 | 2,541,727 | |
| Gross profit / (loss) | 151,494 | 173,533 | 124,426 | 147,506 | |
| Profit before tax and interest / (loss) | 125,648 | 163,212 | 122,522 | 159,575 | |
| Profit before tax / (loss) | 135,227 | 145,703 | 115,259 | 144,947 | |
| Profit after tax / (loss) (A) | 105,201 | 109,333 | 86,154 | 108,707 | |
| -Shareholders | 105,171 | 109,333 | 86,154 | 108,707 | |
| -Non-controlling interests | 30 | 0 | 0 | 0 | |
| Other comprehensive income after tax (B) | 0 | 0 | 0 | 0 | |
| Total comprehensive income after tax (Α)+(Β) | 105,201 | 109,333 | 86,154 | 108,707 | STATEMENT OF CHANGES IN EQUITY |
| -Shareholders | 105,171 | 109,333 | 86,154 | 108,707 | |
| -Non-controlling interests | 30 | 0 | 0 | 0 | Equity opening balance |
| Earnings per share - basic (in Euro) | 0.9496 | 0.9869 | 0.7777 | 0.9813 | |
| Profit / (loss) before tax, interest and depreciation | 153,210 | 188,848 | 147,346 | 182,924 | |
| STATEMENT OF COMPREHENSIVE INCOME | GROUP | COMPANY | |||
| Amounts in thd Euro | Amounts in thd Euro | Equity closing balance | |||
| 01.04-30.06.2009 | 01.04-30.06.2008 | 01.04-30.06.2009 | 01.04-30.06.2008 | ||
| Turnover | 952,827 | 1,423,778 | 855,872 | 1,321,031 | |
| Gross profit / (loss) | 88,080 | 116,421 | 74,784 | 103,941 | |
| Profit before tax and interest / (loss) | 94,957 | 102,416 | 92,856 | 100,911 | |
| Profit before tax / (loss) | 109,550 | 94,422 | 89,741 | 94,275 | |
| Profit after tax / (loss) (A) | 85,970 | 70,925 | 67,068 | 70,765 | |
| -Shareholders | 85,940 | 70,925 | 67,068 | 70,765 | |
| -Non-controlling interests | 30 | 0 | 0 | 0 | |
1. Please refer to note 12 of the financial statements, for the companies included in the consolidation (including their place of incorporation, shareholding percentage and method of consolidation). The companies "BRODERICO LTD", " AVIN ALBANIA S.A." and "ELECTROPARAGOGI SΟUSSAKI S.A." are included in the consolidated financial statements at cost due to their insignificance and because they are dormant. The changes in the companies consolidated and the consolidation method concern the change in consolidation method for a) ''KORINTHOS POWER S.A.'' from full consolidation to consolidation using the equity method and b) "OLYMPIC FUEL COMPANY S.A." from equity method to full consolidation.
2. There are legal claims by third parties against the Group amounting to approximately Euro 14.8 million (relating to the Company). There are also legal claims of the Group against third parties amounting to approximately Euro 73.4 million (Company: approximately Euro 62.8 million). For all above mentioned cases, the final outcome cannot be currently estimated. In addition, we do not expect material liabilities to arise from the tax unaudited fiscal years. Total provisions accounted for the Group are as follows: a) provision for doubtful debts Euro 4,587 thousand (Company: Euro 0 thousand), and b) provision for staff leaving indemnities Euro 38,655 thousand (Company: Euro 36,584 thousand).
| GROUP | COMPANY | |
|---|---|---|
| INCOME | 38,408 | 238,045 |
| EXPENSES | 534 | 935 |
| RECEIVABLES | 10,556 | 29,655 |
| PAYABLES | 0 | 0 |
| OTHER BENEFITS & REMUNERATION OF BoD MEMBERS AND TOP MANAGEMENT | 1,315 | 1,171 |
| RECEIVABLES FROM BoD MEMBERS AND TOP MANAGEMENT | 0 | 0 |
HEADQUARTERS: 12A IRODOU ATTIKOU STR.,151 24 MAROUSSI
FIGURES AND FINANCIAL INFORMATION FOR THE PERIOD FROM 1 JANUARY 2009 TO 30 JUNE 2009
| Other comprehensive income after tax (B) | 0 | 0 | 0 | 0 |
|---|---|---|---|---|
| Total comprehensive income after tax (Α)+(Β) | 85,970 | 70,925 | 67,068 | 70,765 |
| -Shareholders | 85,940 | 70,925 | 67,068 | 70,765 |
| -Non-controlling interests | 30 | 0 | 0 | 0 |
| Earnings per share - basic (in Euro) | 0.7760 | 0.6402 | 0.6054 | 0.6388 |
| Profit / (loss) before tax, interest and depreciation | 108,957 | 115,169 | 105,311 | 112,509 |
| Web Site: | www.moh.gr |
|---|---|
| Date of approval of interim financial statements | |
| by the Board of Directors: | August 24, 2009 |
| The Certified Public Accountant: | Tilemachos Ch. Georgopoulos |
| Auditing Firm: | Deloitte. |
| Type of Auditor's Review Report: | Unqualified opinion |
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