Quarterly Report • Sep 22, 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)
Pursuant to the provisions of article 4 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
The analysis of the financial figures of the Group during the fiscal year 2010 compared with the respective period of 2009 is as follows:
| Variation | ||||
|---|---|---|---|---|
| Amounts in thousand Euros | 2010 | 2009 | Amount | % |
| Turnover (Sales) | 6,184,435 | 3,938,935 | 2,245,500 | 57.01% |
| Less: Cost of Sales (before depreciation) | 5,804,473 | 3,673,030 | 2,131,443 | 58.03% |
| Gross Profit (before depreciation) | 379,962 | 265,905 | 114,057 | 42.89% |
| Less: Selling Expenses (before depreciation) | 111,735 | 57,716 | 54,019 | 93.59% |
| Less: Administrative Expenses (before depreciation) |
43,230 | 36,490 | 6,740 | 18.47% |
| Plus / (Less): Other Operating Income/(Expenses) |
12,543 | 40,417 | (27,874) | (68.97%) |
| Earnings before Interest, Tax, Depreciation & Amortization (EBITDA) |
237,540* | 212,116* | 25,424 | 11.99% |
| Plus: Investment Income / share of profits in associates |
53,440 | 3,052 | 50,388 | 1,651.00% |
| Plus: Gain recognized on deemed disposal of interest in former subsidiaries |
0 | 17,852 | (17,852) | (100.00%) |
| Less : Financial Expenses | 39,881 | 20,652 | 19,229 | 93.11% |
| Earnings before Depreciation and Tax | 251,099 | 212,368 | 38,731 | 18.24% |
| Less: Depreciation | 74,081 | 56,767 | 17,314 | 30.50% |
| Earnings before Tax (EBT) | 177,018 | 155,601 | 21,417 | 13.76% |
| Less: Income Tax | 45,926 | 47,644 | (1,718) | (3.61%) |
| Earnings after Tax (EAT) | 131,092 | 107,957 | 23,135 | 21.43% |
| Less: Non-controlling interests | 123 | 122 | 1 | 0.82% |
| Earnings after Tax and after non-controlling interests |
130,969 | 107,835 | 23,134 | 21.45% |
(*) Includes government grants amortization of Euro 671 thousand for the year 2010 and Euro 673 thousand for the year 2009.
The respective analysis of the financial figures of the Company during the fiscal year 2010 compared with the year 2009 is presented hereunder:
| Variation | ||||
|---|---|---|---|---|
| Amounts in thousand Euros | 2010 | 2009 | Amount | % |
| Turnover (Sales) | 4,879,266 | 3,493,334 | 1,385,932 | 39.67% |
| Less: Cost of Sales (before depreciation) | 4,621,927 | 3,284,646 | 1,337,281 | 40.71% |
| Gross Profit (before depreciation) | 257,339 | 208,688 | 48,651 | 23.31% |
| Less: Selling Expenses (before depreciation) Less: Administrative Expenses (before |
21,070 | 19,636 | 1,434 | 7.30% |
| depreciation) | 25,557 | 26,858 | (1,301) | (4.84%) |
| Plus / (Less): Other Operating Income/(Expenses) |
4,311 | 34,934 | (30,623) | (87.66%) |
| Earnings before Interest, Tax, Depreciation & Amortization (EBITDA) |
215,023* | 197,128* | 17,895 | 9.08% |
| Plus: Investment Income | 2,133 | 571 | 1,562 | 273.56% |
| Less : Financial Expenses | 29,828 | 16,645 | 13,183 | 79.20% |
| Earnings before Depreciation and Tax | 187,328 | 181,054 | 6,274 | 3.47% |
| Less: Depreciation | 60,707 | 50,648 | 10,059 | 19.86% |
| Earnings before Tax (EBT) | 126,621 | 130,406 | (3,785) | (2.90%) |
| Less: Income Tax | 44,339 | 45,504 | (1,165) | (2.56%) |
| Earnings after Tax (EAT) | 82,282 | 84,902 | (2,620) | (3.09%) |
(*) Includes government grants amortization of Euro 671 thousand for the year 2010 and Euro 673 thousand for the year 2009.
On the financial figures presented above we hereby note the following:
In principle, the turnover increase or decrease of oil refining and trading companies is mainly a function of the following factors:
The industrial activity (refining) concerns sales of products produced in the refinery of the parent company while the trading activity concerns sales generated as a result of imports of finished products from the international market and their subsequent resale to customers in the domestic market and abroad. The Group has the flexibility to take full advantage of the favorable market conditions in the oil sector, whenever these arise, and is in a position to respond to any exceptional or unpredictable conditions meeting the increased demand in the domestic and international market with imports.
The breakdown of the turnover of the Group by geographical market (Domestic – Foreign) and type of activity (Refining – Trading) as well as sales category (Metric Tons–Euros) is as follows:
| Metric Tons | Amounts in thousand Euros | |||||
|---|---|---|---|---|---|---|
| Geographical market and Type of Activity |
2010 | 2009 | Variation % |
2010 | 2009 | Variation % |
| Foreign | ||||||
| Refining/Fuels | 4,681,978 | 3,958,863 | 18.27% | 2,222,694 | 1,376,460 | 61.48% |
| Refining/Lubricants | 173,560 | 170,371 | 1.86% | 126,443 | 79,014 | 60.03% |
| Trading/Fuels etc. | 584,457 | 683,856 | (14.54%) | 328,635 | 271,453 | 21.07% |
| Total Foreign Sales | 5,439,995 | 4,813,090 | 13.02% | 2,677,772 | 1,726,927 | 55.06% |
| Domestic | ||||||
| Refining/Fuels | 3,433,013 | 3,629,544 | (5.41%) | 1,772,518 | 1,419,259 | 24.89% |
| Refining/Lubricants | 46,107 | 49,544 | (6.94%) | 37,024 | 30,961 | 19.58% |
| Trading/Fuels etc. | 1,268,643 | 1,114,880 | 13.79% | 1,687,159 | 754,691 | 123.56% |
| Total Domestic Sales | 4,747,763 | 4,793,968 | (0.96%) | 3,496,701 | 2,204,911 | 58.59% |
| Service Provision | 9,962 | 7,097 | 40.37% | |||
| Total Sales | 10,187,758 | 9,607,058 | 6.05% | 6,184,435 | 3,938,935 | 57.01% |
In 2010 Group sales increased in value by Euro 2,245.5 million or 57.01% compared with the sales of the previous year. This development is attributed to the increase of the average prices of petroleum products (by approximately 28%), to the increase of the sales volume (by 6.04%) from MT 9,607,058 in 2009 to ΜΤ 10,187,758 in 2010, to the strengthening of the US Dollar (average parity) in relation to the Euro (by approximately 5%) and, by approximately 17%, to the consolidation of the groups "CORAL A.E." and "CORAL GAS A.E.B.E.Y." in the second half of the year. Both in 2010 and in 2009 the Group had revenues for services (storage fees) rendered by "OFC AVIATION FUEL SERVICES S.A.", a company which became a subsidiary during 2009.
The analysis of the sales figures reveals the solid exporting profile of the Group (international sales accounted for 43.30 % of year 2010 turnover compared to 43.84% in 2009) and the high contribution of refining activities (67.24% of turnover in 2010 compared to 73.77% in 2009).
| Metric Tons | Amounts in thousand Euros | |||||
|---|---|---|---|---|---|---|
| Geographical market and Type of Activity |
2010 | 2009 | Variation % |
2010 | 2009 | Variation % |
| Foreign | ||||||
| Refining/Fuels | 4,681,978 | 3,958,863 | 18.27% | 2,222,694 | 1,376,460 | 61.48% |
| Refining/Lubricants | 173,560 | 170,371 | 1.86% | 126,443 | 79,014 | 60.02% |
| Trading/Fuels etc. | 577,016 | 683,856 | (15.62%) | 322,257 | 271,453 | 18.72% |
| Total Foreign Sales | 5,432,554 | 4,813,090 | 12.87% | 2,671,394 | 1,726,927 | 54.69% |
| Domestic | ||||||
| Refining/Fuels | 3,433,013 | 3,629,544 | (5.41%) | 1,772,518 | 1,419,259 | 24.89% |
| Refining/Lubricants | 46,107 | 49,544 | (6.94%) | 37,024 | 30,961 | 19.58% |
| Trading/Fuels etc. | 830,689 | 1,018,213 | (18.42%) | 398,330 | 316,187 | 25.98% |
| Total Domestic Sales | 4,309,809 | 4,697,301 | (8.25%) | 2,207,872 | 1,766,407 | 24.99% |
| Total Sales | 9,742,363 | 9,510,391 | 2.44% | 4,879,266 | 3,493,334 | 39.67% |
The respective breakdown of the turnover of the Company for 2010 is presented hereunder:
The turnover of the Company increased from Euro 3,493.33 million in 2009 to Euro 4,879.27 million in 2010 representing an increase of 39.67%. This development of Company turnover is attributed to the impact of the increase of the average prices of crude, the increase of the volume of sales, and the strengthening of the average parity of the USD in relation to the Euro.
The analysis of Company sales reveals the solid exporting profile of the Refinery (international sales accounted for 54.75 % of the turnover in 2010 compared to 49.43% in 2009) and the high contribution of the refining activities (85.23% of the turnover in 2010 compared to 83.18% in 2009).
During 2010 the noted increase in the refining activity is attributed to the commencement of the operation of the new Crude Distillation Unit (new CDU) as a result of which part of trading activity was substituted by industrial activity.
The international average prices of petroleum products (in US Dollars per Metric Ton) and the international average prices of the various types of crude (in US Dollars per barrel) during the period 2009 – 2010 are presented hereunder:
| International Average Petroleum Product Prices (\$ / ΜΤ) |
2010 | 2009 |
|---|---|---|
| Naphtha | 689 | 515 |
| Unleaded Gasoline | 729 | 583 |
| Jet Kero / A1 (Aviation Fuels) | 710 | 556 |
| Automotive Diesel | 679 | 529 |
| Heating Gasoil | 665 | 506 |
| Fuel Oil 1% | 461 | 363 |
| Fuel Oil 3.5% | 437 | 345 |
| International Average Crude Oil Prices (\$ / bbl) |
2010 | 2009 |
|---|---|---|
| Dated Brent | 79.91 | 62.05 |
| Arab Light, fob | 77.62 | 59.83 |
| Urals, cif Med | 78.21 | 61.16 |
| Iranian Heavy, fob | 76.87 | 60.52 |
| Es Sider, fob | 79.13 | 62.01 |
The figures regarding the development of Company sales per product and Refinery production per product (both in thousand Metric Tons) during the two year period 2009 – 2010 are as follows:
| Sales per Product | Thousand Μ Τ 2010 |
Thousand Μ Τ 2009 |
|---|---|---|
| Asphalt | 185 | 368 |
| Fuel Oil | 2,499 | 2,320 |
| Diesel (Automotive – Heating) | 3,640 | 3,886 |
| Jet Fuel | 715 | 672 |
| Gasoline | 1,848 | 1,726 |
| LPG | 196 | 134 |
| Lubricants | 225 | 223 |
| Other | 434 | 181 |
| TOTAL | 9,742 | 9,510 |
| Refinery Production per Product | Thousand ΜT 2010 |
Thousand Μ Τ 2009 |
|---|---|---|
| Lubricants | 191 | 185 |
| LPG | 210 | 172 |
| Gasoline | 1,593 | 1,574 |
| Jet Fuel | 661 | 544 |
| Diesel (Automotive – Heating) | 3,053 | 2,852 |
| Naphtha | 428 | 121 |
| Semi-finished | 67 | 56 |
| Special Products | 259 | 432 |
| Fuel Oil | 2,182 | 1,757 |
| TOTAL | 8,644 | 7,693 |
The total volume of crude oil and other raw materials processed by the Company during 2010 compared to the respective volume of 2009 is analyzed below:
| Refinery Processed | M T | M T |
|---|---|---|
| Volume | 2010 | 2009 |
| Crude | 7,724,125 | 5,133,565 |
| Fuel Oil raw material | 581,971 | 1,631,323 |
| Naphtha | 24,836 | 62,615 |
| Gas Oil | 647,171 | 1,286,827 |
| Others | 261,982 | 163,848 |
| Total | 9,240,085 | 8,278,178 |
It is apparent that the difference between the processed volume and the produced volume concerns consumption and loss.
The Gross Profit of the Group amounted to Euro 379,962 thousand in 2010 compared to Euro 265,905 thousand in the previous year demonstrating an increase of 42.89%.
The breakdown of the consolidated Cost of Sales per type of activity (refining–trading–services) is as follows:
| Amounts in thousand Euros | 2010 | 2009 |
|---|---|---|
| Refining | 3,819,349 | 2,694,793 |
| Trading | 1,979,394 | 973,878 |
| Services | 5,730 | 4,359 |
| Total Cost of Sales (before depreciation) | 5,804,473 | 3,673,030 |
The Gross Profit of the Company amounted to Euro 257,339 thousand compared to Euro 208,688 thousand in the previous year demonstrating an increase of 23.31 %.
It must be noted that the Cost of Sales (before depreciation) of the Company includes the Refinery Operating Cost which mainly concerns the production cost. More specifically, the Refinery Operating Cost amounted to Euro 113 million in 2010 compared to Euro 112 million in 2009. The Company applied within 2010 an extensive cost cutting program resulting in the retaining of the refinery expenses as well as of all operating expenses at prior year levels.
Excluding the Refinery Operating Cost, the Gross Profit of the Company amounted to Euro 370.3 million in 2010 compared to Euro 320.7 million in 2009 (an increase of 15.47%). The Gross Profit increase is attributed to the improved refining margin of the Company due to the commencement of operation of the new CDU (this led to the substitution of part of the trading activity) combined with the increase of the volume of sales generated in the second half of 2010.
The analysis of the Gross Profit Margin of the Company in USD / MT for the years 2010 and 2009 is presented in the next table:
| Gross Profit Margin (\$/ΜΤ) | 2010 | 2009 |
|---|---|---|
| Company Blended Profit Margin | 50.3 | 46.5 |
The operating expenses of the Group and of the Company demonstrated an increase of Euro 60,759 thousand or 64.50% and Euro 133 thousand or 0.29% respectively. It is clarified that the greater part of Selling Expenses increase at consolidated level is accounted for by the consolidation of the groups "CORAL A.E." and "CORAL GAS A.E.B.E.Y.". Reversely, as already mentioned, operating expenses at parent Company level remained in essence at the year 2009 level due to the implementation of the cost cutting program.
Other Operating Income (Expenses) is distinguished in two classes:
During 2010 the Euro – US Dollar parity proved volatile resulting in the Group's recording foreign exchange losses of Euro 30,962 thousand compared to gains of Euro 10,384 thousand in 2009.
A similar pattern was the case with regard to the Company the foreign exchange losses of which amounted to Euro 30,533 thousand in 2010 compared to gains of Euro 10,410 thousand in 2009.
The above development is attributed to a great extent to the Euro – US Dollar parity on 31.12.2010 (1.3362), 31.12.2009 (1.4406) and 31.12.2008 (1.3917). A comparison between the parities of 31.12.2008 and of 31.12.2009 indicates a devaluation of the US Dollar by 3.39%. On the contrary, a comparison between the parities of 31.12.2009 and of 31.12.2010 indicates a strengthening of the US Dollar by 7.81%.
It is noted that at operational level, the Company has chosen to deal with the issue of the movement of the Euro – US Dollar parity by funding its receivables with similar foreign exposure liabilities (reference is made in the section "foreign currency risk").
With regard to other operating revenue, apart from foreign exchange differences that is, it amounted to Euro 43,506 thousand for 2010 compared to Euro 30,034 thousand for 2009 at Group level and to Euro 34,844 thousand compared to Euro 24,525 thousand at Company level.
Subsequent to the above developments at Gross Margin level and Operating Income & Expenses level, Group EBITDA amounted to Euro 237,540 thousand in 2010 from Euro 212,116 thousand in 2009 (an increase of 11.99% ) while Company EBITDA amounted to Euro 215,023 thousand in 2010 from Euro 197,128 thousand in 2009 (an increase of 9.08%).
With regard to the financial cost of the Group in 2010 there was an increase of the income by the amount of Euro 13,307 thousand in relation to 2009. An analysis of this increase is presented in the table below:
| Variation | ||||
|---|---|---|---|---|
| Amounts in thousand Euros | 2010 | 2009 | Amount | % |
| Gain recognized on deemed disposal of interest in | ||||
| former subsidiaries | 0 | (17,852) | 17,852 | (100.00%) |
| Investment Income / share of profits in associates | (50,869) | (1,933) | (48,936) | 2,531.63% |
| Income from Participations and Investments | (112) | (156) | 44 | (28.30%) |
| Interest Income | (2,459) | (963) | (1,496) | 155.39% |
| Interest Expenses & bank charges | 39,881 | 20,652 | 19,229 | 93.11% |
| Total Financial Cost – (income)/expenses | (13,559) | (252) | (13,307) | 5,280.69% |
It is noted that the year 2009 "Gain recognized on deemed disposal of interest in former subsidiaries" concerned an amount of Euro 16.8 million relating to the loss of control on the former wholly owned subsidiary "KORINTHOS POWER S.A." in April 2009, and an amount of Euro 1 million concerned gain from the sale of a 50% stake in the company "HAFCO" owned by "AVIN OIL". The "HAFCO" stake sale took place in December 2009. Furthermore, the year 2009 "Investment Income/share of profits in associates" includes an amount of Euro 2.3 million relating to the gain from the acquisition of additional stake in "OFC AVIATION FUEL SERVICES S.A." as well as an amount of Euro 0.4 million relating to cost impairment to the Group of the subsidiary "AVIN ALBANIA S.A." that is currently under liquidation (reference to these companies is made in the section "Group Structure").
For 2010 the "Investment Income / share of profits in associates" amount of Euro 50,869 thousand relates to the gain from the acquisition of the "CORAL" group completed on June 30th, 2010. This amount is based on the interim acquisition data of the "CORAL A.E." group.
The increase of Interest Expenses of the Group is attributed to the increase of interest rates due to higher spreads charged by the banks as a result of the unfavourable conditions of the Greek economy, coupled with higher working capital requirements because of the higher average prices of crude (reference is made in the section "Turnover") and the increased production capacity of the Refinery (reference is made in the sections "Prospects – Capital Expenditure"). Furthermore, there was a notable increase of bank liabilities at consolidated level as a result of the acquisitions of "CORAL A.E." and "CORAL GAS A.E.B.E.Y."
At Company level the financial cost for the year 2010 concerned expenses for an amount of Euro 27,965 thousand increased by Euro 11,621 thousand compared to the year 2009. A breakdown of this variation is presented hereunder:
| Variation | ||||
|---|---|---|---|---|
| Amounts in thousand Euros | 2010 | 2009 | Amount | % |
| Income from Investments | (1,323) | (156) | (1,167) | 748.08% |
| Discount on Social Responsibility Tax | (258) | 0 | (258) | 100.00% |
| Interest Income | (552) | (415) | (137) | 33.01% |
| Interest Expenses & bank charges | 29,828 | 16,645 | 13,183 | 79.20% |
| Total Financial Cost – (income)/expense | 27,695 | 16,074 | 11,621 | 72.30% |
The "Income from Investments" amount of Euro 1,323 thousand concerns the dividend collected from the year 2009 earnings of the companies "OFC AVIATION FUEL SERVICES S.A." and "ATHENS AIRPORT FUEL PIPELINE COMPANY S.A.". The increase in the Company interest expenses is attributed to the same factors mentioned earlier in the case of the Group (increase of interest rates, higher working capital requirements, acquisition of "CORAL A.E." and "CORAL GAS A.E.B.E.Y.").
The breakdown of the depreciation charge on the various cost accounts at Group level is presented in the next table:
| Amounts in thousand Euros | 2010 | 2009 |
|---|---|---|
| Cost of Sales | 62,312 | 51,346 |
| Administrative Expenses | 1,864 | 515 |
| Selling Expenses | 9,905 | 4,906 |
| TOTAL DEPRECIATION | 74,081 | 56,767 |
The respective breakdown of the depreciation charge on the various cost accounts at Company level is presented hereunder:
| Amounts in thousand of Euros | 2010 | 2009 |
|---|---|---|
| Cost of Sales | 60,262 | 50,174 |
| Administrative Expenses | 181 | 212 |
| Selling Expenses | 264 | 262 |
| TOTAL DEPRECIATION | 60,707 | 50,648 |
The Earnings before Tax (EBT) of the Group amounted to Euro 177,018 thousand in 2010 compared to Euro 155,601 thousand in 2009 (an increase of 13.76%).
The Earnings before Tax (EBT) of the Company amounted to Euro 126,621 thousand in 2010 compared to Euro 130,406 thousand in 2009 (a decrease of 2.9%).
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| Amounts in thousand Euros | 1/1 – 31/12/10 | 1/1 – 31/12/09 | 1/1 – 31/12/10 | 1/1 – 31/12/09 | |
| Corporate tax for the current year | 30,598 | 32,775 | 29,452 | 31,165 | |
| Previous years' Tax audit | 1,505 | 7,214 | 0 | 6,610 | |
| Tax on Capitalization | 1,235 | 0 | 1,207 | 0 | |
| Social Responsibility Contribution | 13,167 | 8,716 | 12,914 | 8,716 | |
| 46,505 | 48,705 | 43,573 | 46,491 | ||
| Deferred Tax | (579) | (1,061) | 766 | (987) | |
| Total | 45,926 | 47,644 | 44,339 | 45,504 |
The applicable corporate tax rate is 24% on taxable earnings of the fiscal year 1/1/2010–31/12/2010 and 25% on taxable earnings of the fiscal year 1/1/2009–31/12/2009.
The earnings of the year 2010 have been charged with the amount of Euro 13,167 thousand at Group level and with the amount of Euro 12,914 thousand at parent company level pursuant to the Law 3845/2010 (Government Gazette A' 65/6.5.2011). The calculation of the amount of special charge was based on the year 2009 earnings of the companies.
It must be noted that the year 2009 earnings of "MOTOR OIL (HELLAS) S.A." had also been charged with the amount of Euro 8.7 million as "Social Responsibility Contribution", pursuant to the Law 3808/2009 (Government Gazette A' 227/10.12.2009) based on Company earnings for the year 2008.
Within 2010 "ERMES A.E.M.E.E." was subject to a tax audit for the fiscal years until 2008 while the companies "CORAL CSSC HELLAS A.E.", "OFC AVIATION FUEL SERVICES S.A." and "MAKREON S.A." were subject to a tax audit until the fiscal year 2009 (reference to the companies is made in the section "Group Structure"). These tax audits resulted in an additional cumulative tax charge of Euro 1,505 thousand.
A tax audit for the fiscal years 2005, 2006, 2007 and 2008 of the parent "MOTOR OIL (HELLAS) S.A." was completed in December 2009. According to the tax audit outcome the additional taxes for the parent company amounted to Euro 8.9 million (of which an amount of Euro 6.6 million concerned tax relating to accounting differences and an amount of Euro 2.3 million concerned surcharges).
Furthermore, a tax audit for the fiscal years 2006, 2007 and 2008 of the wholly owned subsidiary "AVIN OIL S.A." was completed during 2009. According to the tax audit outcome the additional taxes for "AVIN OIL S.A." amounted to Euro 682 thousand (of which an amount of Euro 605 thousand concerns tax relating to accounting differences and an amount of Euro 77 thousand concerned surcharges).
"CORAL A.E.", "MYRTEA A.E.", "CORAL M.E.P.E.", "R.A.P.I. A.E." and "CORAL GAS A.E.B.E.Y." have not been subject to a tax audit for the years 2009 and 2010. "KORINTHOS POWER S.A." and "SHELL & MOH AVIATION A.E." have not been subject to a tax audit for the year 2010. No material liabilities are expected as a result of the tax audit of the fiscal years not audited.
The "Tax on Capitalization" relates to the increase of the nominal value of the Company shares from Euro 0.30 to Euro 1.20 according to the decision of the Repeating General Assembly of June 10th, 2010 (reference is made in the section "Shareholders – Share Capital").
The Earnings after Tax (EAT) of the Group amounted to Euro 130,969 thousand in 2010 compared to Euro 107,957 thousand in 2009 (an increase of 21.45%).
The Earnings after Tax (EAT) of the Company amounted to Euro 82,282 thousand in 2010 compared to Euro 84,902 thousand in 2009 (a decrease of 3.09%).
The closing price of the share of MOTOR OIL on 31.12.2010 was Euro 7.50 which is 29.51% lower compared to the closing price on 31.12.2009. At its highest, the price of the share reached Euro 11.58 (11/1/2010) and at its lowest it stood at Euro 6.70 (7/6/2010). The Volume Weighted Average Price (VWAP) of the share was Euro 8.54 which corresponds to a market capitalization of the Company of Euro 945.6 million. The market capitalization of the Company as of 31.12.2010 amounted to Euro 830.8 million.
The performance of the price of the share of the Company during the year was in line with the performance of the share prices of the oil refining peers at European level. Compared to the Athens Exchange performance, the share of the Company demonstrated a defensive pattern given that the close of the Athens General Index on 31.12.2010 was 1,413.94 which is 35.62% lower than the respective close on 31.12.2009.
An average of 143,465 shares were traded daily which represents 0.13% on the number of outstanding Company shares and 0.30% on the weighted number of Company shares regarded as free float1 . The average daily turnover amounted to Euro 1,228,362.
During the year as a whole 36,153,206 shares were traded which represents 32.63% on the number of outstanding Company shares and 76.60% on the weighted number of Company shares regarded as free float (weighted free float).
The information bulletin which contains all the information required by article 10 of the Law 3401 / 2005, that is all stock exchange announcements of the Company during the fiscal year 2010, has been included in table format in the Year 2010 Financial Report of the Company according to the provisions of paragraph (a) of article 1 of the Hellenic Capital Market Commission Decision 7/448/11.10.2007.
The management of the Company will propose at the upcoming Annual Ordinary General Assembly of Company shareholders a distribution of an amount totaling Euro 27,695,745 (or Euro 0.25 per share) which will be recognised in the year 2011.
The proposed amount of dividend per share for the fiscal year 2010 corresponds to a dividend yield of 3.33% based on the closing price of the share of the Company on 31.12.2010.
In addition, the total amount of dividend to be distributed as a percentage on the Earnings after Tax of the year 2010 (payout ratio) corresponds to 33.66%.
1 The calculation of the weighted free float is based on the acknowledgements dated May 31st, 2010 and September 23rd, 2010 according to which Motor Oil Holdings S.A. reduced its direct and indirect percentage of voting rights in MOTOR OIL (HELLAS) S.A. from 61.537% to 52.607%.
Furthermore, for the maximization of shareholders' return, the Board of Directors intends to propose to the Annual Ordinary General Meeting of May 2011 the return of share capital through the decrease of the share nominal value of the Company. The exact proposed amount will be decided at a later Board meeting which will determine all Annual Ordinary General Meeting agenda items.
The profitability of the oil refining and trading companies is mainly a combination of the volume of sales as well as the refining margins and the Euro – US Dollar parity. The last two parameters are formed, to a great extent, at an international level and hence it is practically impossible to make secure estimates regarding their future development.
With reference to the volume of sales the domestic demand figures per product category (in thousand Metric Tons) during the last four year period are presented hereunder:
| Domestic Demand per Product Category | 2007 | 2008 | 2009 | 2010 |
|---|---|---|---|---|
| Lubricants | 155 | 128 | 122 | 115 |
| Asphalt | 365 | 406 | 372 | 269 |
| LPG | 330 | 325 | 308 | 294 |
| Jet Kero / A1 (Aviation Fuels) | 1,335 | 1,337 | 1,216 | 1,058 |
| Gasoline | 4,136 | 4,054 | 4,064 | 3,722 |
| Fuel Oil | 5,682 | 5,642 | 4,797 | 4,166 |
| Gasoils / Diesels | ||||
| Heating Gasoil | 3,535 | 3,117 | 3,353 | 2,932 |
| Automotive Diesel | 2,843 | 3,065 | 2,837 | 2,518 |
| Bunker Gasoil | 1,308 | 1,168 | 1,093 | 1,003 |
| TOTAL | 19,689 | 19,242 | 18,162 | 16,077 |
| % Variation over previous year | - 0.6% | - 2.27% | - 5.61% | -11.48% |
The data presented above reveal that total domestic demand dropped below the MT 19 million threshold during the last two year period to MT 16 million in the previous year (a cumulative demand reduction of 16.45% during the period 2008-2010). This development is attributed to the recessionary conditions in the industrial, marine and air carrier sectors. The decrease in the consumption of gasoline and diesels is attributed to the increase in the Special Consumption Tax by 63.4% and 36.4% respectively, effected in 2010, which led to higher consumer prices, in conjunction with the lower disposable income following the measures taken by the Government as a means to reduce the Country's fiscal deficit.
The market share of "MOTOR OIL (HELLAS) S.A." in the domestic market per product category and the total volume of sales generated by the Company for the last four year period are presented next:
| Product Category | 2007 | 2008 | 2009 | 2010 |
|---|---|---|---|---|
| LUBRICANTS | 44.3% | 47.7% | 37.4% | 36.6% |
| Lubricants Total | 44.3% | 47.7% | 37.4% | 36.6% |
| FUELS | ||||
| Asphalt | 40.8% | 38.5% | 35.1% | 33.0% |
| LPG | 22.8% | 20.6% | 22.8% | 24.5% |
| Jet Fuel | 5.9% | 0.0% | 0.0% | 0.0% |
| Gasoline | 21.2% | 22.3% | 24.2% | 28.7% |
| Fuel Oil | 11.8% | 33.4% | 39.7% | 28.4% |
| Diesel (Automotive – Heating) | 22.3% | 32.0% | 25.9% | 26.9% |
| Domestic Market Totals (Fuels) | 20.6% | 27.5% | 27.1% | 27.4% |
| SHIPPING - AVIATION | ||||
| Jet Fuel | 19.3% | 12.1% | 8.7% | 13.9% |
| Fuel Oil | 28.2% | 25.6% | 30.1% | 34.6% |
| Bunker Gasoil | 22.2% | 23.1% | 30.1% | 34.6% |
| Shipping Aviation – Totals | 25.7% | 21.4% | 20.3% | 24.2% |
| DOMESTIC MARKET TOTAL | 21.9% | 25.9% | 25.4% | 26.6% |
"MOTOR OIL (HELLAS) S.A.." Total Sales Volume (in thousand MT)
| 2007 | 2008 | 2009 | 2010 | |
|---|---|---|---|---|
| Total Sales Volume | 8,314 | 9,321 | 9,510 | 9.742 |
| % over previous year | -0.74% | 12.13% | 2.03% | 2.44% |
From the data presented above it becomes evident that during the last three year period the market share of the Company exceeded the 25% mark whilst it was enhanced to 26.6% in 2010. This development proves the quality and efficiency of the retail station networks (AVIN OIL and CORAL) of MOTOR OIL (HELLAS) S.A. which contributed to the containment of the decline rate of domestic sales.
Over the same three year period, taking advantage of its exporting orientation, the Company consistently generated combined volume of sales (domestic, exports) in excess of the MT 9 million marc which stands above the annual production capacity of the Refinery (it stood at MT 7.2 million until 2009 and is anticipated to increase to MT 9 million following the addition of the new CDU which was put in operation in May 2010).
The development of the blended profit margin of the Company in US Dollars per Metric Ton for the fiscal years 2007, 2008, 2009 and 2010 is presented hereunder.
| Gross Profit Margin (\$ /ΜΤ) | 2007 | 2008 | 2009 | 2010 |
|---|---|---|---|---|
| Company Blended Profit Margin | 61.8 | 57.4 | 46.5 | 50.3 |
Given that in 2010 the new 60,000 barrel per day processing capacity CDU was put in operation and the acquisition of "CORAL A.E." and "CORAL GAS A.E.B.E.Y." was completed, a qualitative improvement of the average blended profit margin of the Company is anticipated due to the substitution of part of the trading activity with industrial activity coupled with further strengthening of the market share of the Group.
Lastly, with regard to the development of Euro – US Dollar parity it is noted that the Company follows a physical hedging policy (reference is made in the section "foreign currency risk").
The total amount of capital expenditures for the Company in 2010 amounted to Euro 91.5 million and is analyzed in the following paragraphs.
An amount of Euro 33.4 million concerned the construction of the New Crude Distillation Unit with a capacity of 60,000 barrels per day. The project of an aggregate budget of Euro 180 million has been completed and the unit was put in operation within the second quarter of 2010. Following the addition of the new CDU the production capacity of the Refinery has been increased by 25% exceeding 170,000 barrels per day or MT 9.0 million per annum. Additional benefits are expected from the replacement of Straight Run Fuel Oil imports with own production, the optimization of crude oil supply and the possibility to process a wider range of crude stocks.
An expenditure of Euro 6.9 million concerned projects regarding the increase of the storage capacity of the Refinery and more specifically the construction of 5 tanks for LPG, 6 tanks for fuels, 2 tanks for lubricants and 1 tank for desalinated water. The projects mentioned previously had a budget in excess of Euro 30 million and were completed within 2010.
An amount of Euro 4.3 million concerned the upgrading of the lubricants complex. The Euro 15 million project was completed within 2010. "MOTOR OIL (HELLAS) S.A." has the only lubricants complex in Greece and the continuous investments for its upgrading have contributed to the increase of the volume of sales of lubricants to the level of MT 200 thousand per annum during the last four years (2007: MT 212 thousand, 2008: MT 196 thousand, 2009: MT 223 thousand, 2010: MT 225 thousand).
An amount of Euro 9.4 million concerned expenditure relating to the capacity increase project of the Refinery power cogeneration plant which involves the installation of a new gas turbine # 5. The cogeneration power plant of "MOTOR OIL (HELLAS) S.A." is comprised of four turbines and with the addition of the fifth one the installed capacity will be increased to 85 MW (from 68 MW) securing that the Refinery, following the enlargement of its size, remains energy autonomous while enhancing its energy efficiency. The total budget of the project is Euro 30 million and it is scheduled to be completed in 2011. An amount of Euro 14 million approximately has been expensed up to the end of 2010.
An amount of Euro 12.2 million was expensed for the New Sulphur Recovery Unit project which will further improve the Refinery environmental terms. The Euro 19.5 million project was completed within 2010.
An amount of Euro 3.3 million concerned utilities projects such as the new desalinated water unit, while an amount of Euro 2.1 million concerned environmental projects such as a new unit for the treatment and recycle of waste oily sludge and the upgrade of one of the existing amine regeneration units.
The balance of Euro 20 million concerned a series of smaller projects relating to the improvement of health and safety conditions of the Refinery, the attainment of a high level of operability and flexibility of production and oil movement operations, and the supply of spare parts for the requirements of the January 2011 scheduled turnaround of the Refinery units.
From the above it becomes evident that most of the investment projects of the last three year period of the Company were completed within 2010. As a result, the capital expenditure for the year 2011 is anticipated at much lower levels the estimate being for Euro 40 million approximately. The bulk of this amount is expected to be absorbed by the project for the installation of the new gas turbine # 5 and the scheduled turnaround of the Refinery units.
AVIN OIL Industrial, Commercial & Maritime Oil Company S.A was founded in Athens in 1977 and currently its headquarters are located at Maroussi (12A Irodou Attikou str., zip code 151 24). The main activity of the company is the sale of liquid fuels, lubricants, LPG and asphalt which have a wide array of applications (transportation, industrial and household use).
The share capital of AVIN OIL amounts to Euro 5,709,480 divided into 1,942,000 common registered shares of a nominal value Euro 2.94 each. The sole shareholder of the company is MOTOR OIL (HELLAS) S.A. which in March 2002 purchased 100% of the shares of AVIN OIL in the context of a relevant condition set in the process of the introduction of its shares on the Athens Exchange.
The acquisition of AVIN OIL gave MOTOR OIL a strong arm in the retail sector of fuels and lubricants since the acquired company ranks fourth among its competitors in the Greek market with a market share of approximately 9%.
The gas stations network of AVIN OIL totals approximately 580 units and several representatives all over Greece while at the same time the company owns tank-trucks and employs specialized technical personnel.
The primary objective of AVIN OIL is the qualitative enhancement of its gas station network and the strengthening of its new endeavours. The participation of the company as a founding shareholder in "OFC AVIATION FUEL SERVICES S.A." falls within the context of the above mentioned objective of AVIN OIL.
AVIN OIL sells fuels in the Greek market mainly through its privately owned storage premises located at Agii Theodori in Corinth. The operations of the premises started in 1987 and constitute a modern truck loading terminal fully equipped with safety and environmental protection systems.
The major supplier of AVIN OIL is MOTOR OIL (reference is made in the section "Related Party Transactions").
As of 31.12.2010 the personnel headcount of AVIN OIL amounted to 226 employees (2009: 232 employees).
The company is audited by certified public accountants (Auditing firm DELOITTE, Certified Public Accountant in charge for the year 2010 Mr. Tilemachos Ch. Georgopoulos, Reg. No SOEL- 19271).
AVIN OIL participates by 100% in the company "MAKREON S.A.". The company was founded in April 2007 with headquarters in Maroussi, Athens (12A Irodou Attikou str., zip code 151 24) and duration for 50 years. The objective of the company according to article 2 of its Codified Memorandum and Articles of Association is the establishment and operation of gas outlets in Greece, the marketing of fuels, the provision of catering services in gas outlets territory, the transportation of petroleum products and the engagement in business representation activities for domestic and international corporations which offer similar products, goods and services.
The share capital of the company amounts to Euro 60,000 divided into 6,000 common registered shares of a nominal value of Euro 10 each. All the shares of the company belong to "AVIN OIL".
The company was founded in 1995 following the restructuring of the established in Greece branches in 1926 and 1974 of the English enterprises "Shell Company (Hellas) Limited" and "Shell Chemicals (Hellas) Limited". Today its registered address is located at Palaio Faliro (Agias Kyriakis 6-8, zip code 175 64). The duration of the company has been defined until 2045. The main activities of "CORAL A.E." involve the distribution and marketing of a wide range of oil products, including gasoline, fuel oil, diesel and lubricants through its retail network. Its activities also cover the commercial sector, the chemicals sector (exclusive representative/distributor in Greece of "SHELL CHEMICALS" from the refineries of which the products are transported with specialised vessels to the "CORAL A.E." premises at Perama) as well as the marine sector.
The share capital of "CORAL A.E." amounts to Euro 80,150,975.80 divided into 2,730,868 registered shares of nominal value Euro 29.35 each. The sole shareholder of the company is "MOTOR OIL (HELLAS) S.A." which on June 30th, 2010 announced the finalization of the agreement for the acquisition of all Group SHELL downstream assets in Greece by obtaining, among others, all "SHELL HELLAS A.E." shares from "SHELL OVERSEAS HOLDINGS LTD". Following the completion of the deal the corporate name of "SHELL HELLAS A.E." was changed to "CORAL A.E." while the SHELL retail stations will retain the brand and will continue to sell the SHELL products in accordance with the Trademark Licensing Agreement signed by "SHELL OVERSEAS HOLDINGS LTD" and "MOTOR OIL (HELLAS) S.A."
The retail network of CORAL A.E. consists of approximately 700 units operating in Greece under the SHELL trade mark being the market leader in the automotive gasoline with a market share of around 17%.
The vision of "CORAL A.E." is to be the top marketing company of petroleum products in Greece and its strategy is to continually upgrade its services in order to meet the ever-changing needs of the market and its customers, and to differentiate itself from its competitors at all levels.
"CORAL A.E." participates by 100% at the companies "ERMES A.E.M.E.E" (registered address: 6-8 Agias Kyriakis street 175 64 P. Faliro, duration until 2068, share capital: Euro 5,475,800 divided into 54,758 shares of nominal value Euro 100 each), "MYRTEA A.E." (registered address: 6-8 Agias Kyriakis street 175 64 P. Faliro, duration until 2045, share capital: Euro 1,175,000 divided into 23,500 shares of nominal value Euro 50 each) and "CORAL M.E.P.E" (registered address: 6-8 Agias Kyriakis street 175 64 P. Faliro, duration until 2039, share capital: Euro 4,500 divided into 150 shares of nominal value Euro 30 each) all of which manage retail sites.
In addition, "CORAL A.E." participates by 100% at "CSSC HELLAS A.E." (registered address: 192 Demokratias Avenue 188 63 Perama duration until 2015, share capital: Euro 58,700 divided into 2,000 shares of nominal value Euro 29.35 each, personnel headcount as of 31.12.2010: 31) that offers accounting services. CORAL A.E. also participates by 37,49% at the company "RAPI A.E." and by 49% at the company "Shell & MOH Aviation Fuels A.E." (information is included in the next sections).
The major supplier of "CORAL A.E." is "MOTOR OIL (HELLAS) S.A." (reference is made in the section "Related Party Transactions"). As of 31.12.2010 the personnel headcount of CORAL A.E. amounted to 239 employees.
The company and its subsidiaries - except "CORAL M.E.P.E." - are audited by certified public accountants (Auditing firm PriceWaterhouseCoopers, Certified Public Accountant in charge for the year 2010 Mr. Antonis Chatzinikolaou, Reg. No SOEL- 45221).
The Company was founded in 1975 and presently its registered address is at the Prefecture of Asprorpyrgos of Attika while its headquarters are located at Moschato (123 Ilisou street, zip code: 183 45). Its duration has been defined until 2055. According to article 3 of its codified memorandum, the main objective of "CORAL GAS A.E.B.E.Y." is the marketing and distribution of natural gas as well as the manufacturing of LPG cylinders for the packaging and transportation of its goods.
The share capital of "CORAL GAS A.E.B.E.Y." amounts to Euro 8,464,931.15 divided into 2,889,055 registered shares of nominal value 2.93 each. The sole shareholder of the company is "MOTOR OIL (HELLAS) S.A." which on June 30th, 2010 announced the finalisation of the agreement for the purchase from "SHELL GAS (LPG) HOLDINGS BV" of all "SHELL GAS A.E.B.E.YGRAERION" shares. Following the completion of the deal the corporate name of "SHELL GAS A.E.B.E.Y." was changed to "CORAL GAS A.E.B.E.Y"
Through its 3 depots in Athens, Thessalonica and Ioannina, "CORAL GAS A.E.B.E.Y" supplies more than 1,000,000 customers with reliable and safe Liquefied Petroleum Gas (LPG) products by the means of : a) LPG cylinders for domestic and professional use, b) bulk LPG in tanks for domestic, professional, and industrial customers, c) cartridges, and d) autogas, an environmental friendly and economical alternative fuel for vehicles.
"CORAL GAS A.E.B.E.Y." invests, among others, in the rapidly developing market of autogas (as alternative fuel) as well as in the introduction of LPG cylinders with the special FLV valve (Flow Limiter Valve), an innovative product that increases the safety level in the Greek LPG market.
As of 31.12.2010 the personnel headcount of CORAL GAS A.E.B.E.Y amounted to 89 employees.
The company is audited by certified public accountants (Auditing firm PriceWaterhouseCoopers, Certified Public Accountant in charge for the year 2010 Mr. Antonis Chatzinikolaou, Reg. No SOEL-45221).
The company was founded in October 1998 in Athens initially with the corporate name "OLYMPIC FUEL COMPANY S.A." and duration for 24 years (until 6.10.2022). The objective of the company, according to article 3 of its Codified Memorandum and Articles of Association, is to design, finance, construct and operate the aircraft fuel supply system and the storage facilities at the New International Athens Airport "Eleftherios Venizelos" at Spata of Attica, as well as to engage in other similar endeavours.
Following the decision of the Extraordinary General Meeting dated 12.12.2000, the headquarters of the company relocated to Spata County and specifically to privately owned premises situated inside the Athens International Airport area on the 5th km of the Spata– Loutsa Avenue. The fixed assets of "OLYMPIC AVIATION FUEL SERVICES S.A." include storage tanks of total capacity 24,000 m³, pipelines of total length 14km, 125 fuel supply pits and, a fully automated system to cater for fuel flow control as well as fire and environmental protection (hydrant system). The OFC premises as well as its methods of operation have been certified by IATA (International Air Transport Association), by the Athens International Airport, and by all international and national competent authorities.
Following a decision of the Extraordinary General Assembly of company Shareholders dated December 10th, 2009 the corporate name of the company was changed to "OFC AVIATION FUEL SERVICES S.A." with the trade name "OFC S.A.".
The share capital of "OFC S.A." amounts to Euro 6,708,999 while its current shareholder structure is as follows:
MOTOR OIL (HELLAS) S.A. (stake 46.03%), AVIN OIL Α.V.Ε.Ν.Ε.P. (stake 46.03%), SKYTANKING N.V. (stake 5%), HANSA CONSULT INGENIEURE GESSELSCHAFT MBH (stake 2.94%).
As of 31.12.2010 the personnel headcount of "OFC S.A." amounted to 23 employees (2009: 23 employees).
The company is audited by certified public accountants (Auditing firm DELOITTE, Certified Public Accountant in charge for the year 2010 Mr. Andrew Mparlikas, Reg. No SOEL- 13991).
This company was founded on January 5th, 2005 in Maroussi, Athens with duration for 50 years. The headquarters of the company have been relocated to 5-7 Patroklou str., zip code 151 25 Maroussi. The objective of the company according to article 4 of its Codified Memorandum and Articles of Association is the construction, operation and business exploitation of an electricity power production unit in the region of Agii Theodori of the county of Korinthos.
The share capital of the company today amounts to Euro 2,590,800 divided into 259,080 registered shares of a nominal value of Euro 10 each and its shareholder structure is as follows: 65% "ARGYRITIS LAND S.A." (100% subsidiary of "MYTILINEOS HOLDINGS S.A."), 35% "MOTOR OIL (HELLAS) S.A."
The most recent corporate action concerned a cash share capital increase following the decision of the Extraordinary General Meeting of company shareholders dated July 14th, 2010. A total of 59,080 new company shares were issued at a price of Euro 457.14 each. The new shares were taken up by the two company shareholders (ARGYRITIS LAND S.A. – new shares 38,402 for an amount of Euro 17,555,090.28 and MOTOR OIL (HELLAS) S.A. – new shares 20,678 for an amount of 9,452,740.92) while the share capital increase was certified by the Board of Directors of KORINTHOS POWER S.A. in its meeting dated September 7th, 2010.
"KORINTHOS POWER S.A." possesses a 436.6 MW power generation license while it has awarded to the company with the legal name "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 (HELLAS) S.A." at Agii Theodori of Korinthos. The construction of the plant is expected to be completed within 2011.
This company was founded on August 4th, 2010 with registered address at Patroklou 5-7 street, 151 25 Marousi and duration for 50 years. According to article No. 3 of its codified memorandum the objective of the company is the distribution and marketing of natural gas.
The initial share capital of the company amounts to Euro 2,000,000 divided into 200,000 registered shares of nominal value Euro 10 each and its shareholder structure is as follows: MYTILINEOS S.A. GROUP OF COMPANIES – 50%, MOTOR OIL (HELLAS) S.A. – 50%. The Board of Directors of "M and M Gas Co" certified the payment of the initial share capital of the company in its meeting dated September 22nd, 2010.
On February 7th, 2001 "M and M Gas Co" obtained a license from the Ministry of Environment, Energy and Climate Change for the supply of natural gas granting it the right to sell natural gas according to the provisions of the Law 3428/2005. The license has a duration of 20 years.
This company was founded as a result of its transformation from a Limited Liability status to a Societes Anonymes in 2009. During the same year the company absorbed the arm of aviation sales of "Shell Hellas A.E." and, following a change in its shareholders structure, got its present corporate name in 2010. Its registered address is at Chalandri (3 Heraklitou street) and its duration is for 50 years. According to article No. 3 of its codified memorandum the objective of the company is the provision of aircraft refuel services and within this context it has entered into business agreements with foreign company members of the Shell International Aviation Trading System for refuel provision services to the system customers in airports located in Greece and Cyprus.
The share capital of "SHELL & MOH AVIATION FUELS Α.Ε." amounts to Euro 7,547,000 divided into 754,700 shares of nominal value Euro 10 each. The shareholders of the company are "SHELL OVERSEAS HOLDINGS LIMITED" with a percentage of 51% and "CORAL A.E." with a percentage of 49%. The company hires a personnel of 6 people.
The company was founded in 1967 with registered address at Maroussi of Attika (26 Kifissias Avenue, 151 25), trade name "R.A.P.I" and duration until 2027. According to article No. 3 of its codified memorandum the objective of the company is to manage oil depots.
The share capital of "R.A.P.I." amounts to Euro 1,445,730 divided into 37,070 registered shares of nominal value Euro 39 εach. The shareholders of the company are "BP Hellenic A.E." with a percentage of 62.51% and "CORAL A.E." with a percentage of 37.49%.
The company was founded in May 2000 in Maroussi (199 Kifisias Ave., zip code 151 25) with duration of 50 years. The objective of the "ATHENS AIRPORT FUEL PIPELINE COMPANY S.A.", according to article No. 3 of its Codified Memorandum and Articles of Association, is the execution of all works and activities relating to the design, financing, construction, completion, operation, maintenance and handling of the pipeline and its premises for the carrying of aircraft fuel from the "Hellenic Petroleum" (EL-PE) refinery at Aspropyrgos to the Athens International Airport "Eleftherios Venizelos" at Spata.
The share capital of the "ATHENS AIRPORT FUEL PIPELINE COMPANY S.A" amounts to Euro 5,782,355 divided into 1,973,500 common registered shares for a nominal value of Euro 2.93 each.
The current shareholder structure of the company is as follows:
"HELLENIC PETROLEUM S.A." (shares 986,750 - stake 50%), "ATHENS INTERNATIONAL AIRPORT S.A." (shares 670,990 - stake 34%), MOTOR OIL (HELLAS) S.A. (shares 315,760 - stake 16%).
This company is a civil non profit organisation established in Athens with the trade name "ESAH". It was founded in March 2010 by power producing companies with a share capital of Euros 60,000 and a duration of 50 years. Its purpose is to promote and study issues in relation to the production, development and distribution of electricity to the final customers. "MOTOR OIL (HELLAS) S.A." participates since the foundation of "ESAH" with a Euro amount of 10,000 (a stake of 16.67%).
The company was founded on 19.7.2001 by its sole shareholder "AVIN OIL AVENEP" in Tirana of Albania. The share capital of "AVIN ALBANIA S.A." amounts to Euro 510,000. The objective of the company is the sale of petroleum products and the promotion of "AVIN OIL AVENEP" exports to Albania. "AVIN ALBANIA S.A." is inactive and currently under liquidation.
This company was founded in 2006 by its sole shareholder "AVIN OIL AVENEP" with headquarters in Cyprus. The share capital of "Broderico Limited" amounts to Euro 63,270 divided into 63,270 shares of nominal value Euro 1 each. The company engages in commerce, investments and the rendering of services. "Broderico Limited" has not commenced its operations.
The company was founded on November 20th, 2008 with headquarters in Maroussi, Athens and duration for 50 years. According to article No. 3 of its Codified Memorandum and Articles of Association its objective is the production, operation and business exploitation of a power production unit at the area SOUSSAKI located at the Korinthos county and also the construction of power production units in Greece and abroad. Furthermore, the company can engage in trading activities with regard to the power generated from these units.
The share capital of the company amounts to Euro 110,000 divided into 1,100 common registered shares of a nominal value of Euro 100 each. These shares belong to the founding shareholders "MOTOR OIL (HELLAS) S.A." (shares 440 - stake 40%), "AVIN OIL AVENEP" (shares 330 - stake 30%) and "CYCLON HELLAS S.A." (shares 330 - stake 30%). The company has not commenced its operations yet.
The company possesses a 440MW electricity production license which was granted to it by the Ministry of Environment, Energy and Climate Change in March 2010.
The company was founded on May 22nd, 2009 with registered address at Herodou Attikou 12A, 151 24 Maroussi and duration until December 31st, 2100. The trade name of the company is "NUR-MOH HELIOTHERMAL". According to article No. 4 of its Codified Memorandum and Articles of Association its objective is the construction, operation and business exploitation of heliothermal stations in Greece. Furthermore, the company can engage in trading activities with regard to the electric or/and thermal power produced by these stations.
The most recent corporate action concerned a cash share capital increase for an amount of Euro 200,000 with the issuance of 20,000 new shares at a price of Euro 10 per share. The share capital increase was decided by the Extraordinary General Meeting of company shareholders dated April 28th, 2010 and was certified by the company Board of Directors in its meeting dated August 27th, 2010. As a result, the share capital of "NUR – MOH HELIOTHERMAL ENERGY S.A." today amounts to Euro
600,000 divided into 60,000 registered shares of a nominal value of Euro 10 each. These shares belong in equal parts to the founding shareholders MOTOR OIL (HELLAS) S.A. and NUR ENERGIE LTD. The company has not commenced its operations yet.
| Participation | Method of | ||
|---|---|---|---|
| Legal Name of Company | Direct | Indirect | Consolidation |
| AVIN OIL A.V.E.N.E.P | 100 % | Full Consolidation | |
| CORAL Α.Ε. | 100 % | Full Consolidation | |
| ERMES Α.Ε.Μ.Ε.Ε | 100 % | Full Consolidation | |
| MYRTEA Α.Ε. | 100 % | Full Consolidation | |
| CORAL M.E.P.E | 100 % | Full Consolidation | |
| CORAL CSSC HELLAS A.E | 100 % | Full Consolidation | |
| CORAL GAS A.E.B.E.Y | 100 % | Full Consolidation | |
| OFC AVIATION FUEL SERVICES S.A. | 46.03% | 46.03% | Full Consolidation |
| MAKREON S.A. | 100 % | Full Consolidation | |
| SHELL & MOH AVIATION FUELS A.E. | 49 % | Net Equity | |
| RHODES–ALEXANDROUPOLIS PETROLEUM INSTALLATION S.A. | 37.49% | Net Equity | |
| KORINTHOS POWER S.A | 35 % | Net Equity | |
| Μ AND Μ NATURAL GAS Α.Ε. | 50 % | Net Equity | |
| AVIN ALBANIA S.A. | 100 % | Acquisition Cost | |
| BRODERICO LIMITED | 100 % | Acquisition Cost | |
| ELEKTROPARAGOGI SOUSSAKI S.A. | 40 % | 30 % | Acquisition Cost |
| NUR – MOH HELIOTHERMAL S.A. | 50 % | Acquisition Cost | |
| ATHENS AIRPORT FUEL PIPELINE COMPANY S.A. | 16 % | Acquisition Cost | |
| HELLENIC ASSOCIATION OF INDEPENDENT POWER COs | 16.67% | Acquisition Cost |
The Group Structure is depicted in summary form hereunder:
The major shareholders of the Company are the legal entities "Petroventure Holdings Limited" and "Petroshares Limited" with stakes 51% and 1.51% respectively. The company "Motor Oil Holdings S.A.", owned by the Vardinoyannis family, is the controlling shareholder of "Petroventure Holdings Limited" and "Petroshares Limited".
MOTOR OIL (HELLAS) S.A. has no treasury stock.
The share capital of the Company amounts to Euro 132,939,576 divided into 110,782,980 common registered shares of a nominal value of Euro 1.20 each which have no right to fixed income. The most recent corporate action concerned the share capital increase of the Company through capitalization of reserves and the subsequent increase of the nominal value of the shares of the Company from Euro 0.30 to Euro 1.20. The capitalization of reserves was additional item in the daily agenda of the Annual Ordinary General Shareholders Meeting of May 27th, 2010 following a request by a shareholder representing a percentage in excess of 1/20 of the paid up share capital of the Company. The increase of the share capital of the Company was approved by the Repeating General Shareholders Meeting of June 10th, 2010 and the Ministry of Development with its resolution K2-5989/07.07.2010 approved the amendment of the relevant articles of the Articles of Association of "MOTOR OIL (HELLAS) S.A." The shares of the Company are listed on the Athens Exchange. It is noted that there are no restrictions as to the sale of shares, there are no shareholders with special control rights and there are no restrictions on voting rights. Furthermore there are no agreements according to the provision of article 11 of the Law 3371/2005, cases (i) and (j), (i.e material agreements put in force, revised or terminated in case of change in the control of the Company as a result of a public offer as well as agreements with BoD members or Company personnel that provide for remuneration in case of retirement without material reason or termination of their term or employment as a result of public offer). Furthermore, it is noted that the BoD or its members have no authority to increase share capital, issue new shares or buy treasury shares. The authorisation for the above mentioned matters lies with the General Shareholders Meeting.
With reference to the appointment or replacement of the members of the Board it is provided in the Articles of Association of the Company the possibility of the General Assembly to appoint substitute members. The substitute members of the Board take over in case of death, resignation or loss of identity of other Board members. Moreover, it is provided in the Articles of Association of the Company that in case of death or loss of identity of a Board member, the Board can continue its function and representation of the Company without appointing a replacement. Also according to the Articles of Association of the Company there is no obligation for the Board of Directors to convene a meeting once a month.
As an exception, and while according to the Law 2190/1920 as it is in force, the General Assembly (responsible for the appointment or/and replacement of the BoD members) is considered to have a quorum when 1/5 of the paid up share capital is represented, the Articles of Association of the Company provides (Article 28) for a quorum of 51% and in case this is not feasible, then the repeat General Assembly is duly convened (as provided by the CL 2190 / 1920) regardless of the share capital represented and being present. Furthermore, the Articles of Association of the Company provide that in case a quorum is not reached the repeat General Assembly is convened within 10 days.
Finally, it is noted that there are no agreements among the shareholders known to the Company
Following the decision of the Extraordinary General Shareholders Meeting of March 14th, 2011 the issuance of three common bond loans was approved for the amounts of up to Euro 200 million, Euro 50 million and Euro 50 million respectively in replacement of existing short term bank liabilities of the Company. Furthermore, following a decision of the same Extraordinary General Shareholders Meeting the issuance of two common bond loans was approved for the amounts of up to Euro 50 million and USD 100 million respectively as a means to secure additional funding due to the increased Company working capital requirements of a permanent nature. The Company's Board was authorized by the General Assembly to negotiate the specific terms of the loans with the Banks / Credit Institutions. In addition, the changes in the composition of the Board of Directors of the Company were announced to the General Assembly (Mr. Th. Chr. Voutsaras and Mr. M. I. Stiakakis were elected as members in the place of Mrs. M-E. L. Theodoroulakis and Mrs D. N. Manolis). There are no other events significantly influencing the financial structure or business course of the Group until the time of the writing of this report.
The preparation of the Accounting 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 application of subjective judgement are indispensable elements for the evaluation of assets, liabilities derived from employee benefit plans, impairment of receivables, potential tax liabilities and outcome of the legal disputes. The estimates are deemed important but not restrictive. The actual future financial results may deviate from the above assessments. The most important sources of uncertainty with regard to the assessments made by the Management mostly concern the legal cases pending and the tax audit pending as these are mentioned in detail in the note No. 31 of the financial statements. Other sources of uncertainty with regard to the assumptions made by the Management concern aspects of the employee benefit plans such as payroll increase, number of required years to retirement, inflation rate etc. Another source of uncertainty regards the estimation about the useful life of the fixed assets. The above estimates and assumptions are based on the experience of the Management to date and are re-evaluated in order 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 maximising the return to shareholders through the optimisation of the debt and equity balance. The capital structure of the Group consists of debt as mentioned in the note No. 22 of the financial statements, cash and cash equivalents as mentioned in the note No. 21 and the shareholders' equity of the parent Company which includes the issued capital, the share premium account, the reserves, the retained earnings and the non-controlling interests as mentioned in the notes No. 25, 26, 27, 28 and 29 respectively. The Group's management monitors the capital structure on a continuous 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 repayment 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 at the year end was as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| Amounts in thousand Euros | 31/12/2010 | 31/12/2009 | 31/12/2010 | 31/12/2009 |
| Bank Loans | 905,163 | 686,905 | 622,000 | 570,036 |
| Cash and cash equivalents | (55,125) | (26,046) | (25,136) | (15,021) |
| Net Bank Debt | 850,038 | 660,859 | 596,864 | 555,015 |
| Shareholders' Equity | 427,234 | 352,176 | 359,249 | 332,792 |
| Net Bank Debt / Shareholders' Equity | 1.99 | 1.88 | 1.66 | 1.67 |
The Group's Treasury function provides services to the business, co-ordinates access to domestic and international financial markets, considers and monitors 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 primarily exposed 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 deals with the issue of oil price fluctuations by keeping the inventory levels to the possible minimum. 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. Taking into account the tight conditions prevailing in the oil refining and trading sector the delivery of earnings both on Group and Company level is deemed adequate.
The Group undertakes certain transactions denominated in foreign currencies. Hence, exposures to exchange rate fluctuations may arise. In addition, due to the use of the international Platts prices in USD for oil purchases/sales, the exchange rate of EUR/USD is a very important factor for the Company's profit margins. The Group minimises foreign currency risks through physical hedging, mostly by balancing assets with liabilities in foreign currencies.
In addition, there is a part of the Company's liabilities expressed in CHF considered not to have a material risk since the amount is not significant.
The Group has access to various major domestic and international financial markets and manages to succeed 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.
Had the current interest rate been 50 basis points higher/lower and all other variables were kept constant, the Group's profit for the year ended 31 December 2010 would have decreased/increased by approximately Euro 5.3 million.
The Group's credit risk is primarily attributable to its trade and other receivables as cash and cash equivalents are deposited with well known banks.
The Company trade receivables are characterized by a high degree of concentration, concerning well known international oil companies and consequently the credit risk is very limited. None of them accounts for more than 10% of the sales revenue during the year. The Group companies have entered into contractual agreements regarding the business transactions with their clients, stating that the determination of sales product prices is based on the corresponding current prices in the international oil market at the time that the transactions take place. In addition the Company, as a policy, obtains letters of guarantee from its clients in order to secure its receivables or has mortgages, which as at 31/12/2010 amounted to Euro 24,600 thousand. As far as receivables of the subsidiaries 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 loan facilities. Debt to equity ratios: (Group 2010: 2.12 compared to 2009: 1.95, Company: 2010: 1.73 compared to 2009: 1.71).
The ageing analysis of the Group liabilities is presented next:
| GROUP 2010 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Amounts in thousand Euros | Weighted average interest rate |
0-6 months |
6-12 months |
1-5 years | 5 + years |
Total | ||
| Suppliers & other creditors | - | 937,136 | - | - | - | 937,136 | ||
| Financial Leases | 2.49% | 110 | 111 | 8 | - | 229 | ||
| Bank Loans | 3.39% | 525,134 | 85,000 | 289,809 | 4,991 | 904,934 | ||
| Total | 1,462,380 | 85,111 | 289,817 | 4,991 | 1,842,299 |
| GROUP 2009 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Amounts in thousand Euros | Weighted average interest rate |
0-6 months |
6-12 months |
1-5 years | 5 + years |
Total | ||
| Suppliers & other creditors | - | 442,224 | - | - | - | 442,224 | ||
| Financial Leases | 4.64% | 107 | 108 | 230 | - | 445 | ||
| Bank Loans | 2.30% | 417,306 | 15,000 | 248.090 | 6,064 | 686,460 | ||
| Total | 859,637 | 15,108 | 248,320 | 6,064 | 1,129,129 |
The ageing analysis of the Company liabilities is presented hereunder:
| COMPANY 2010 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Amounts in thousand Euros | Weighted 0-6 6-12 5 + average 1-5 years months months years interest rate |
Total | ||||||
| Suppliers & other creditors | - | 809,712 | - | - | - | 809,712 | ||
| Financial Leases | 2.49% | 110 | 111 | 8 | - | 229 | ||
| Bank Loans | 3.21% | 422,742 | 85,000 | 114,029 | - | 621,771 | ||
| Total | 1,232,564 | 85,111 | 114,037 | - | 1,431,712 |
| COMPANY 2009 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Amounts in thousand Euros | Weighted 0-6 6-12 5 + average 1-5 years months months years interest rate |
|||||||
| Suppliers & other creditors | - | 415,197 | - | - | - | 415,197 | ||
| Financial Leases | 4.64% | 107 | 108 | 230 | - | 445 | ||
| Bank Loans | 2.20% | 362,446 | 15,000 | 192,145 | - | 569,591 | ||
| Total | 777,750 | 15,108 | 192,375 | - | 985,233 |
The commitment of the Group to the fulfilment of its main goal, engagement in the wider energy sector in order to cater for the needs of society while contributing to the economic and community prosperity, respecting the principles of Sustainable Development and minimizing the impact on the environment resulting from its operations, is expressed through its Policy for Quality, Environmental Protection and Health & Safety.
From the beginning of its operations MOTOR OIL has focused its efforts on the production of products of high quality standards having as a main objective to fulfill the needs of its customers. The
aim of the Company is to provide reliable and quality products to its customers by the means of a universal motivation of its management while proactively dealing with potential problems before these arise.
For the above mentioned reasons, the Company initiated in 1992 the planning and development of a Quality Assurance System covering all its activities meeting the requirements of the ISO 9001 standards. The initial certification of the system took place in December 1993.
Since then, the Quality System has become an integral part of MOTOR OIL operations.
The restructuring of the existing system started in 2002 in order to develop a new Quality Management System fulfilling the standards of the new ISO 9001:2000. The new system of the Company was certified in January 2003 by Bureau Veritas Quality International (BVQI). In November 2009 the system was recertified according to the new version of the standard ISO 9001:2008 with validity until February 2012.
The commitment of the management of the Company as well as its personnel to the continuous development of quality is universal. In the context of this commitment the Refinery Chemical Laboratory was accredited with the ISO / IEC 17025 by the National Accreditation System (ESYD) in September 2006 this accreditation being valid until September 2010. Following a recertification in August 2010 the validity of the certificate has been extended until September 2014.
The adoption of methods and procedures that protect the environment comprise top priority for MOTOR OIL. The Refinery operation conforms to the environmental terms set by the Ministry of Environment Urban Planning & Public Works and the Ministry of Development for the granting of operation license. Furthermore, the Refinery operation is fully harmonized with the most stringent international standards for environmental protection adopting the most advanced processing methods causing the minimum environmental harm possible. The Refinery Environmental Management System was certified with the ISO 14001:1996 initially in December 2000. In March 2007 it was recertified according to the ISO 14001:2004 and validity until January 2010. In March 2010 the system was recertified with validity until January 2013.
Furthermore, given our commitment to continuous improvement of environmental management and dissemination of information regarding the impact of Company activities on the environment, we voluntarily and beyond any legal obligation have adopted the European Regulation 761/2001 EMAS (Eco-Management and Audit Scheme) verified by Bureau Veritas and proceeded with the issuance of an annual Environmental Statement since July 2007. The Ministry of Environment, Urban Planning & Public Works approved the registration of MOTOR OIL in the Eco-Management and Audit Scheme (EMAS) and of its Refinery in the Hellenic Register of EMAS Registered Organizations. In 2010 the Company issued the fourth edition of its annual Environmental Statement.
The triple combination of ISO certifications, 14001:2004 and EMAS for the environment and ISO 9001:2008 for the quality, is exceptionally important and is only met in a handful of refineries in Europe with high degree of complexity similar to that of the MOTOR OIL Refinery.
MOTOR OIL has been committed to incorporate the Health and 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.
Personnel relations are at a particularly good level. The Company not only complies with the legal requirements, relating to worker participation and the protection of human rights, but also aims to cultivate mutual trust and co-operation. It operates a progressive system of human resources management policies, which enshrines clarity and fairness in matters of recruitment, transfers, promotion, remuneration, education and training, benefits, holidays and other types of leave. A reflection of the harmonious state of industrial relations is the fact that there have been no strikes in recent years. Terms and conditions of employment are covered by a Company collective labor agreement, approved by the Ministry of Labor, which has been in place (for MOTOR OIL) since
September 1974. Refinery employees have their own union which has been a signatory to a collective labor agreement with the Federation of Greek Industries since 1986. This agreement, which lays down terms of employment and pay levels at the Refinery, is supplemented by an annual local agreement between the company and the union.
The Company approach to a salary policy is to set, manage and review salary levels in a consistent, transparent and objective way. It offers competitive and performance-linked remuneration packages.
Besides the basic pay and benefits package, the Company makes available to its employees and their families a wide range of discretionary non-wage benefits. These provisions aim at providing for their welfare and security over and above what the law requires, at strengthening their bonds with the company, at cultivating cooperation and team spirit, and at helping towards achieving a healthy work/life balance. Among the benefits introduced on the Company's initiative are:
It is recognized that in a globalised, high technology and highly specialized sector, such as oil refining and trading, following the growth path and implementing the business strategy is closely linked with the development of the skills and competencies of the Company personnel. Hence, education and vocational training activities, and the personal development of employees, are of paramount importance and the Company allocates significant resources to those activities, both in terms of money and effort. The Company training policy aims to ensure that each employee's knowledge and skills match their job function, the ultimate goal being the continuous, flexible and comprehensive vocational education, training and personal development of employees.
The basic financial ratios of the Group and the Company are presented hereunder:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31/12/2010 | 31/12/2009 | 31/12/2010 | 31/12/2009 | |
| Debt to Capital Ratio | ||||
| Total Borrowings Total Borrowings + Shareholders' Equity |
67.93% | 66.11% | 63.39% | 63.14% |
| Debt to Equity Ratio | ||||
| Total Borrowings Shareholders' Equity |
2.12 | 1.95 | 1.73 | 1.71 |
| GROUP | COMPANY | |||
| 31/12/2010 | 31/12/2009 | 31/12/2010 | 31/12/2009 | |
| Return on Assets (ROA) | ||||
| Earnings after Tax (EAT) Total Assets |
5.48% | 6.82% | 4.37% | 6.01% |
| Return on Equity (ROE) | ||||
| Earnings after Tax (EAT) Shareholders' Equity |
30.68% | 30.65% | 22.90% | 25.51% |
| Return on Invested Capital (ROIC) | ||||
| Earnings after Tax + Finance Costs . Total Net Borrowings + Shareholders' Equity + Provisions |
12.20% | 11.79% | 10.59% | 10.59% |
The transactions between the Company and its subsidiaries have been eliminated on consolidation.
Details regarding the transactions of the Company, its subsidiaries and the related parties disclosed as associates are presented hereunder:
| GROUP | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Amounts in thousand Euro | Sales of products and services |
Other expenses |
Dividends | Receivables | Payables | ||||
| Subsidiaries: | |||||||||
| ELECTROPARAGOGI SOUSSAKI S.A. |
1 | ||||||||
| Associates: | |||||||||
| SEKAVIN | 132,243 | 1,537 | 8,174 | ||||||
| EAKAA A.E | 112 | ||||||||
| R.A.P.I. A.E. | 425 | 31 | |||||||
| KORINTHOS POWER S.A. | 226 | 118 | |||||||
| SHELL & MOH AVIATION | 26,326 | 792 | 1.445 | 5 | |||||
| Σύνολα | 158,796 | 2,754 | 112 | 9,737 | 36 |
| COMPANY | |||||||
|---|---|---|---|---|---|---|---|
| Amounts in thousand Euro | Sales of products and services |
Other expenses |
Dividends | Receivables | Payables | ||
| Subsidiaries: | |||||||
| AVIN OIL A.V.E.N.E.P. | 513,966 | 431 | 51,329 | 14 | |||
| ELECTROPARAGOGI SOUSSAKI S.A. |
1 | ||||||
| OFC AVIATION FUEL SERVICES S.A. |
1,211 | ||||||
| MAKREON S.A. | 1 | ||||||
| CORAL A.E. | 326,435 | 1,649 | 59,281 | 367 | |||
| CORAL GAS | 8,603 | 336 | |||||
| Associates: | |||||||
| SEKAVIN | 132,243 | 1,537 | 8,174 | ||||
| ATHENS AIRPORT FUEL PIPELINE COMPANY S.A. |
112 | ||||||
| KORINTHOS POWER S.A. | 226 | 118 | |||||
| SHELL & MOH AVIATION | 24,608 | 792 | 1,364 | ||||
| Σύνολα | 1,006,081 | 4,410 | 1,323 | 120,602 | 381 |
The sales of goods to associates were made on an arm's length basis.
The amounts outstanding will be settled in cash. An amount of USD 2,500 thousand has been granted by the related party "SEKAVIN S.A." as guarantee.
No provision has been made for doubtful debts in respect of the amounts due from related parties.
The remuneration of the executives and the Board of Directors members, comprising the top management of the Group, for the periods 1/1/2010 - 31/12/2010 and 1/1/2009 - 31/12/2009 amounts to Euro 3,732 thousand and Euro 2,671 thousand respectively (Company: 1/1/2010-31/12/2010: Euro 2,427 thousand, 1/1/2009-31/12/2009: Euro 2,374 thousand).
The Board of Directors' fees are proposed and approved by the General Assembly of Company Shareholders.
Other perks concerning the executives of the Group amounted to Euro 335 thousand for the period 1/1/2010 – 31/12/2010 and Euro 259 thousand for the period 1/1/2009 – 31/12/2009 respectively (Company: 1/1/2010 – 31/12/2010: Euro 240 thousand, 1/1/2009 - 31/12/2009: Euro 246 thousand).
There was no compensation to Group and Company executives due to retirement for the current and the previous fiscal year.
There are no other transactions, receivables or/and liabilities between the Group companies and the executives.
Maroussi, 14 March 2011
VARDIS J. VARDINOYANNIS
JOHN V. VARDINOYANNIS
PANAGIOTIS Ν. KONTAXIS
JOHN Ν. KOSMADAKIS DEMOSTHENES Ν. VARDINOYANNIS
PETROS Τ. TZANNETAKIS NIKOS TH. VARDINOYANNIS
GEORGE P. ALEXANDRIDIS
THEOFANIS CHR. VOUTSARAS
MICHAEL – MATHEOS J. STIAKAKIS
KONSTANTINOS Β. MARAVEAS
ANTONIOS TH. THEOHARIS
Prefecture of Attica Registration Nr 1482/06/Β/86/26 Headquarters: Irodou Attikou 12Α – 151 24 Maroussi Attica
FOR THE GROUP AND THE COMPANY
Prefecture of Attica Registration Nr 1482/06/Β/86/26 Headquarters: Irodou Attikou 12Α, 151 24 Maroussi, Attica
Page
| Statement of Comprehensive Income for the year ended 31 December 2010 | 4 |
|---|---|
| Statement of Financial Position as at 31 December 2010 | 5 |
| Statement of Changes in Equity for the year ended 31 December 2010 | 6 |
| Statement of Cash Flows for the year ended 31 December 2010 | 7 |
| Νotes to the Financial Statements | 8 |
| 1. General Information | 8 |
| 2. Adoption of new and revised International Financial Reporting Standards (IFRSs) | 8 |
| 2.1 Standards and Interpretations affecting the current period (and/or prior periods) | 8 |
| 3. Significant Accounting Policies | 9 |
| 4. Revenue | 18 |
| 5. Operating Segments | 18 |
| 6. Other Operating Income / (Expenses) | 20 |
| 7. Profit from Operations | 20 |
| 8. Investment Income | 20 |
| 9. Finance Costs | 21 |
| 10. Income Tax Expenses | 21 |
| 11. Dividends | 22 |
| 12. Earnings per Share | 22 |
| 13. Goodwill | 22 |
| 14. Other Intangible Assets | 23 |
| 15. Property, Plant and Equipment | 24 |
| 16. Investments in Subsidiaries and Associates | 26 |
| 17. Available for Sale Investments | 28 |
| 18. Other Non-Current Assets | 28 |
| 19. Inventories | 29 |
| 20. Trade and Other Receivables | 29 |
| 21. Cash and Cash Equivalents | 30 |
| 22. Borrowings | 31 |
| 23. Deferred Tax | 32 |
| 24. Trade and Other Payables | 33 |
|---|---|
| 25. Share Capital | 34 |
| 26. Share Premium | 34 |
| 27. Reserves | 34 |
| 28. Retained Earnings | 36 |
| 29. Non-Controlling Interests | 36 |
| 30. Establishment / Acquisition of Subsidiaries and Joint Venture | 36 |
| 31. Contingent Liabilities / Commitments | 39 |
| 32. Obligations under Finance Leases | 40 |
| 33. Operating Lease Arrangements | 40 |
| 34. Deferred Income | 41 |
| 35. Related Party Transactions | 42 |
| 36. Retirement Benefit Plans | 43 |
| 37. Categories of Financial Instruments | 45 |
| 38. Management of Financial Risks | 45 |
| 39. Audit Fees | 48 |
| 40. Events after the Reporting Period | 49 |
The financial statements of the Group and the Company, set out on pages 1 to 49, were approved at the Board of Directors' Meeting dated Monday March 14, 2011 and are subject to the approval of the Annual Ordinary General Meeting of Company Shareholders.
| 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 – 31/12/2010 | GROUP | COMPANY | ||||
|---|---|---|---|---|---|---|
| In 000's Euros (except for "earnings per share") | Note 1/1-31/12/2010 1/1-31/12/2009 | 1/1-31/12/2010 | 1/1-31/12/009 | |||
| Operating results | ||||||
| Revenue | 4 | 6,184,435 | 3,938,935 | 4,879,266 | 3,493,334 | |
| Cost of Sales | (5,866,785) | (3,724,376) | (4,682,189) | (3,334,820) | ||
| Gross profit | 317,650 | 214,559 | 197,077 | 158,514 | ||
| Distribution expenses | (121,641) | (62,622) | (21,334) | (19,898) | ||
| Administrative expenses | (45,093) | (37,005) | (25,738) | (27,070) | ||
| Other operating income/(expenses) | 6 | 12,543 | 40,417 | 4,311 | 34,934 | |
| Profit from operations | 163,459 | 155,349 | 154,316 | 146,480 | ||
| Investment income | 8 | 2,573 | 1,119 | 2,133 | 571 | |
| Share of profit/(loss) in associates | 16 | 50,867 | 1,933 | 0 | 0 | |
| Gain recognized on deemed disposal of interest in former subsidiary |
0 | 17,852 | 0 | 0 | ||
| Finance costs | 9 | (39,881) | (20,652) | (29,828) | (16,645) | |
| Profit before tax | 177,018 | 155,601 | 126,621 | 130,406 | ||
| Income taxes | 10 | (45,926) | (47,644) | (44,339) | (45,504) | |
| Profit after tax | 131,092 | 107,957 | 82,282 | 84,902 | ||
| Attributable to Company Shareholders | 130,969 | 107,835 | 82,282 | 84,902 | ||
| Non-controlling interest | 29 | 123 | 122 | 0 | 0 | |
| Earnings per share basic and diluted (in Euro) |
12 | 1.18 | 0.97 | 0.74 | 0.77 | |
| Other comprehensive income | ||||||
| Share capital increase expenses | (572) | 0 | (572) | 0 | ||
| Income tax on other comprehensive income | 137 | 0 | 137 | 0 | ||
| (435) | 0 | (435) | 0 | |||
| Total comprehensive income | 130,657 | 107,957 | 81,847 | 84,902 | ||
| Attributable to Company Shareholders | 130,534 | 107,835 | 81,847 | 84,902 | ||
| Non-controlling interest | 123 | 122 | 0 | 0 |
| (In 000's Euros) | Note | GROUP | COMPANY | |||
|---|---|---|---|---|---|---|
| 31/12/2010 | 31/12/2009 | 31/12/2010 | 31/12/2009 | |||
| Assets | ||||||
| Non-current assets | ||||||
| Goodwill | 13 | 21,415 | 16,200 | 0 | 0 | |
| Other intangible assets | 14 | 37,312 | 24,176 | 302 | 581 | |
| Property, Plant and Equipment | 15 | 1,118,306 | 902,073 | 884,571 | 853,934 | |
| Investments in subsidiaries and associates | 16 | 36,885 | 21,283 | 145,126 | 46,213 | |
| Available for sale investments | 17 | 937 | 927 | 937 | 927 | |
| Other non-current assets | 18 | 42,263 | 15,770 | 962 | 946 | |
| Total | 1,257,118 | 980,429 | 1,031,898 | 902,601 | ||
| Current assets | ||||||
| Inventories | 19 | 601,596 | 254,103 | 535,337 | 248,478 | |
| Trade and other receivables | 20 | 480,245 | 322,055 | 291,014 | 246,527 | |
| Cash and cash equivalents | 21 | 55,125 | 26,046 | 25,136 | 15,021 | |
| Total | 1,136,966 | 602,204 | 851,487 | 510,026 | ||
| Total Assets | 5 | 2,394,084 | 1,582,633 | 1,883,385 | 1,412,627 | |
| Liabilities | ||||||
| Non-current liabilities | ||||||
| Borrowings | 22 | 294,808 | 254,384 | 114,037 | 192,375 | |
| Provision for retirement benefit obligation | 36 | 45,510 | 33,803 | 35,277 | 31,720 | |
| Deferred tax liabilities | 23 | 43,033 | 31,065 | 31,013 | 30,247 | |
| Other non-current liabilities | 4,170 | 1,281 | 0 | 0 | ||
| Other non-current provisions | 4,710 | 0 | 0 | 0 | ||
| Deferred income | 34 | 5,032 | 5,703 | 5,032 | 5,703 | |
| Total | 397,263 | 326,236 | 185,359 | 260,045 | ||
| Current liabilities | ||||||
| Trade and other payables | 24 | 937,136 | 442,224 | 809,712 | 415,197 | |
| Provision for retirement benefit obligation | 36 | 3,405 | 3,686 | 3,360 | 3,686 | |
| Income taxes | 18,020 | 25,119 | 17,071 | 22,575 | ||
| Borrowings | 22 | 610,355 | 432,521 | 507,963 | 377,661 | |
| Deferred income | 34 | 671 | 671 | 671 | 671 | |
| Total | 1,569,587 | 904,221 | 1,338,777 | 819,790 | ||
| Total Liabilities | 1,966,850 | 1,230,457 | 1,524,136 | 1,079,835 | ||
| Equity | ||||||
| Share capital | 25 | 132,940 | 33,235 | 132,940 | 33,235 | |
| Share premium | 26 | 0 | 49,528 | 0 | 49,528 | |
| Reserves | 27 | 35,684 | 77,773 | 32,994 | 75,166 | |
| Retained earnings | 28 | 257,471 | 190,415 | 193,315 | 174,863 | |
| Equity attributable to Company | ||||||
| Shareholders | 426,095 | 350,951 | 359,249 | 332,792 | ||
| Non-controlling interest | 29 | 1,139 | 1,225 | 0 | 0 | |
| Total Equity | 427,234 | 352,176 | 359,249 | 332,792 | ||
| Total Equity and Liabilities | 2,394,084 | 1,582,633 | 1,883,385 | 1,412,627 |
| (In 000's Euros) | Share Capital |
Share Premium |
Reserves | Retained Earnings |
Total | Non controlling interest |
Total |
|---|---|---|---|---|---|---|---|
| Balance as at 1 January 2009 | 33,235 | 49,528 | 77,560 | 149,263 | 309,586 | 0 | 309,586 |
| Non-controlling interest arising on the acquisition of subsidiary |
0 | 0 | 0 | 0 | 0 | 1,103 | 1,103 |
| Comprehensive income | 0 | 0 | 213 | 107,622 | 107,835 | 122 | 107,957 |
| Dividends paid | 0 | 0 | 0 | (66,470) | (66,470) | 0 | (66,470) |
| Balance as at 31 December 2009 | 33,235 | 49,528 | 77,773 | 190,415 | 350,951 | 1,225 | 352,176 |
| Transfer to share capital due to capitalization of reserves |
99,705 | (49,528) | (45,316) | (4,861) | 0 | 0 | 0 |
| Tax on capitalization of reserves | 0 | 0 | (976) | 976 | 0 | 0 | 0 |
| Other comprehensive income | 0 | 0 | 0 | (435) | (435) | 0 | (435) |
| Comprehensive income | 0 | 0 | 4,203 | 126,766 | 130,969 | 123 | 131,092 |
| Dividends paid | 0 | 0 | 0 | (55,390) | (55,390) | (209) | (55,599) |
| Balance as at 31 December 2010 | 132,940 | 0 | 35,684 | 257,471 | 426,095 | 1,139 | 427,234 |
| (In 000's Euros) | Share capital |
Share Premium | Reserves | Retained Earnings |
Total |
|---|---|---|---|---|---|
| Balance as at 1 January 2009 | 33,235 | 49,528 | 75,166 | 156,431 | 314,360 |
| Comprehensive income | 0 | 0 | 0 | 84,902 | 84,902 |
| Dividends paid | 0 | 0 | 0 | (66,470) | (66,470) |
| Balance as at 31 December 2009 | 33,235 | 49,528 | 75,166 | 174,863 | 332,792 |
| Transfer to share capital due to capitalization of reserves |
99,705 | (49,528) | (45,316) | (4,861) | 0 |
| Tax on capitalization of reserves | 0 | 0 | (948) | 948 | 0 |
| Other comprehensive income | 0 | 0 | 0 | (435) | (435) |
| Comprehensive income | 0 | 0 | 4,092 | 78,190 | 82,282 |
| Dividends paid | 0 | 0 | 0 | (55,390) | (55,390) |
| Balance as at 31 December 2010 | 132,940 | 0 | 32,994 | 193,315 | 359,249 |
| (In 000's Euros) | GROUP | COMPANY | ||||
|---|---|---|---|---|---|---|
| Note | 1/1 – 31/12/2010 | 1/1 – 31/12/2009 | 1/1 – 31/12/2010 1/1 – 31/12/2009 | |||
| Operating activities | ||||||
| Profit before tax | 177,018 | 155,601 | 126,621 | 130.406 | ||
| Adjustments for: | ||||||
| Depreciation & amortization of non current assets | 7 | 74,081 | 56,767 | 60,707 | 50.648 | |
| Provisions | 3,376 | 647 | 3,397 | (1.127) | ||
| Exchange differences | 19,682 | 5,314 | 19,690 | 5.344 | ||
| Investment income/(expenses) | (51,988) | (21,353) | (2,511) | (979) | ||
| Finance costs | 9 | 39,881 | 20,652 | 29,828 | 16.645 | |
| Movements in working capital: | ||||||
| Decrease/(increase) in inventories | (302,061) | (18,574) | (286,859) | (14.774) | ||
| Decrease/(increase) in receivables | (22,602) | (29,326) | (45,558) | (47.393) | ||
| (Decrease)/increase in payables (excluding | ||||||
| borrowings) Less: |
411,211 | 145,835 | 396,490 | 152.061 | ||
| Finance costs paid | (38,368) | (21,523) | (28,615) | (16.897) | ||
| Taxes paid | (54,034) | (18,319) | (49,076) | (16.688) | ||
| Net cash (used in) / from operating activities (a) | ||||||
| 256,196 | 275,721 | 224,114 | 257,246 | |||
| Investing activities | ||||||
| Acquisition of subsidiaries, affiliates, joint-ventures and other investments |
||||||
| (68,749) | 1,583 | (98,923) | (3.491) | |||
| Purchase of tangible and intangible assets | (123,189) | (198,521) | (91,534) | (191.221) | ||
| Proceeds on disposal of tangible and intangible assets | 2,126 | 1,211 | 487 | 2 | ||
| Interest received | 539 | 205 | 499 | 167 | ||
| Dividends received | 112 | 156 | 1,191 | 156 | ||
| Net cash (used in) / from investing activities (b) | (189,161) | (195,366) | (188,280) | (194,387) | ||
| Financing activities | ||||||
| Proceeds from borrowings | 1,245,641 | 1,051,369 | 1,054,378 | 911.207 | ||
| Repayments of borrowings | (1,227,783) | (1,048,211) | (1,024,492) | (900.352) | ||
| Repayments of finance leases | (215) | (205) | (215) | (205) | ||
| Dividends paid | (55,599) | (66,470) | (55,390) | (66.470) | ||
| Net cash (used in) / from financing activities (c) | (37,956) | (63,517) | (25,719) | (55,820) | ||
| Net increase / (decrease) in cash and cash | ||||||
| equivalents (a)+(b)+(c) | 29,079 | 16,838 | 10,115 | 7.039 | ||
| Cash and cash equivalents at the beginning of the year | 26,046 | 9,208 | 15,021 | 7,982 | ||
| Cash and cash equivalents at the end of the year | 55,125 | 26,046 | 25,136 | 15,021 |
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 1.5% of Company shares respectively.
These financial statements are presented in Euro because that is the currency of the primary economic environment in which the Group operates.
As at 31 December 2010 the number of employees, for the Group and the Company, was 1,857 and 1,249 respectively (31/12/2009: Group: 1,523 persons, Company: 1,268 persons).
IFRS 7 (revised) "Financial Instruments: Disclosures" (effective for annual periods beginning on or after 1 January 2011)
The amendments to IFRS 7 clarify the additional required level of disclosures about fair value measurement and credit risk. The Group will apply these revisions as soon as these will become effective.
IFRS 9 "Financial Instruments" (effective for annual periods beginning on or after 1 January 2013)
IFRS 9 requires all recognised financial assets that are within the scope of IAS 39 Financial Instruments: Recognition and Measurement to be subsequently measured at amortised cost or fair value depending on the business model of the legal entity in relation to the management of the financial assets and the contractual cash flows of the financial asset. IFRS 9 prohibits reclassifications except in rare cases where the business model of the entity changes so the entity is required to reclassify subsequently the financial asserts affected. Under IFRS 9 all equity investments must be measured at fair value. Management has the choice though, to recognise fair value profit and loss on equity investments not held for sale in other comprehensive income. This recognition is done initially separately for every financial instrument and may not change. Fair value profit and loss may not be subsequently recognised through profit and loss, while income from dividends will continue to be recognised through profit and loss. IFRS 9 stops the exemption of measuring at cost of non listed investments and derivatives on non listed investments but gives directions as to when the cost can be a representative estimation of fair value. The Group is in the process of evaluating the effect of IFRS 9 in the financial statements. IFRS 9 has not yet been adopted by EU.
IAS 1 (revised) "Presentation of Financial Statements" (effective for annual periods beginning on or after 1 January 2011)
The amendments to IAS 1 clarify that an entity may choose to present the required analysis of items of other comprehensive income either in the statement of changes in equity or in the notes to the financial statements. The Group will apply these amendments at their effective date and does not expect to have material impact in the financial statements.
IAS 24 (revised) "Related Party Disclosures" (effective for annual periods beginning on or after 1 January 2011)
The current revision tries to minimise the disclosures on government-related entities transactions and clarifies the definition of a related party. Specifically IAS 24 abolishes the liability for government-related entities to disclose details on all the government-related entities and other related party transactions, clarifies and simplifies the definition of a related party and imposes disclosure not only on the relations and the transactions of related parties but also on the commitments in the separate and the consolidated financial statements. The Group will apply these revisions as soon as these will become effective and does not expect to have material impact in the financial statements.
IAS 32 (revised) "Financial Instruments: Presentation" (effective for annual periods beginning on or after 1 February 2010)
The current revision addresses the classification of certain rights issues. Specifically rights, stock options and rights for specific number of treasury shares denominated in any currency, are equity instruments if the legal entity offers these rights to all existing shareholders of the same category. The Group does not expect that these amendments will have an impact on the financial statements of the Group or the Company.
IAS 27 (revised) "Consolidated and Separate Financial Statements" (effective for annual periods beginning on or after 1 February 2010)
Revised IAS 27 requires that transactions leading to changes in ownership interests in subsidiaries to be accounted for in net equity. In addition revised IAS 27 changes the accounting treatment on losses realised from loss of control in a subsidiary. The revision clarifies that revisions of IAS 21, IAS 28 and IAS 31 derived from revision 27 (2008) must be applied subsequently. All above revisions will be applied in the future and will have impact on future acquisitions and transactions with minority interests. The Group will apply these amendments at their effective date in case there is a need to do so.
The principal accounting policies adopted which are consistent with those of the prior year are set out below:
The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) which are effective at the date of preparing these financial statements as issued by the International Accounting Standards Board (IASB) and adopted by the European Union (EU).
The financial statements have been prepared on the historical cost basis.
The consolidated financial statements incorporate the financial statements of the Company and the entities controlled by the Company (its subsidiaries) at the end of each respective year. Control is achieved where the Company has the power to govern the financial and operating policies of an investee entity so as to obtain benefits from its activities.
On acquisition, the assets and liabilities and contingent liabilities of a subsidiary are measured at their fair values at the date of acquisition. Any excess of the cost of acquisition over the fair values of the identifiable net assets acquired is recognized as goodwill. Any deficiency of the cost of acquisition below the fair values of the identifiable net assets acquired (i.e. discount on acquisition) is credited to profit and loss in the year of acquisition.
The accounting policies of the subsidiaries are in line with those used by the parent Company.
All intra-group transactions, balances, income and expenses are eliminated on consolidation.
An associate is an entity over which the Group is in a position to exercise significant influence, but not control or joint control, through participation in the financial and operating policy decisions of the investee. The results, assets and liabilities of associates are incorporated in these financial statements using the equity method of accounting unless these investments are classified as available for sale. Investments in associates are carried in the Statement of Financial Position at cost as adjusted by post-acquisition changes in the Group's share of the net assets of the associate, less any impairment in the value of individual investments. Losses of the associates in excess of the Group's interest in those associates are not recognized.
Profits or losses arising on transactions among associates and companies included in the consolidated accounts are eliminated to the extent of the Group's share in the associates. Losses may be an indication of impairment of the asset, in which case a relevant provision is accounted for.
Investments in subsidiaries and associates are stated in the Company's stand alone Statement of Financial Position at cost and are subject to impairment testing.
Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods and services provided in the normal course of business, net of discounts, VAT and sales related taxes.
Revenue is recognized when goods are delivered and/or ownership has passed.
Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount.
Dividend income from investments is recognized when the shareholders' rights to receive payment have been established.
Rental income from operating leases is recognized in accordance with the lease agreements as it is considered a more representative method of recognizing the respective income.
The subsidiaries "AVIN OIL S.A.", "CORAL S.A." and "CORAL GAS A.E.B.E.Y.", lease under long-term operating leases (approx. at least 9 years), immovable property for use as gas stations, which in turn are subleased to physical/legal persons for a corresponding period for the operation of fuel and lubricants stations under the "AVIN", "SHELL" and "CORAL" trademarks.
Assets held under finance leases are recognized as assets of the Group at their fair value at the inception of the lease or, if lower, at the present value of the minimum lease payments. The corresponding liability to the lessor is included in the Statement of Financial Position as a finance lease obligation.
Lease payments are apportioned between finance charges and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged to profit or loss, unless they are directly attributable to qualifying assets, in which case they are capitalized in accordance with the Group's general policy on borrowing costs (see below).
Rentals payable under operating leases are charged to profit or loss and recognized in accordance with the lease agreements as it is considered a more representative method of recognizing the respective expense.
In preparing the financial statements of the individual entities, transactions in currencies other than the entity's functional currency (foreign currencies) are recorded at the rates of exchange prevailing on the dates of the transactions. At each Statement of Financial Position date, monetary items denominated in foreign currencies are retranslated at the rates prevailing on the Statement of Financial Position date.
Exchange differences arising on the settlement of monetary items, and on the retranslation of monetary items, are included in profit or loss for the year.
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalization.
All other borrowing costs are recognized in profit or loss in the year in which they are incurred.
Government grants towards staff re-training costs are recognized as income over the years necessary to match them with the related costs and are deducted from the related expense.
Government grants relating to property, plant and equipment are treated as deferred income and released to profit and loss over the expected useful lives of the assets concerned.
Payments to defined contribution retirement plans are charged as an expense as they fall due. Payments made to state-managed retirement benefit schemes are dealt with as payments to defined contribution plans where the Group's obligations under the plans are equivalent to those arising in a defined contribution retirement benefit plan.
For defined benefit retirement benefit plans, the cost of providing benefits is determined using the Projected Unit Credit Method, with actuarial valuations being carried out at each year end Statement of Financial Position. Actuarial gains and losses are recognized in profit or loss in the year in which they are incurred.
Past service cost is recognized immediately in the profit or loss to the extent that the benefits are already vested, and otherwise is amortized on a straight-line basis over the average period until the benefits become vested.
The retirement benefit obligation recognized in the Statement of Financial Position represents the present value of the defined benefit obligation as reduced by the fair value of plan assets.
The tax expense represents the sum of the current tax expense and deferred tax expense, plus any additional tax from the prior years tax audit.
The current tax expense is based on taxable profit for the year. Taxable profit differs from net profit as reported in the Statement of Comprehensive Income because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group's current tax expense is calculated using tax rates that have been enacted or will be enacted by the Statement of Financial Position date.
Deferred tax is recognized on differences, between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the Statement of Financial Position liability method. Deferred tax liabilities are generally recognized for all taxable temporary differences and deferred tax assets are recognized to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilized. Such assets and liabilities are not recognized if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
Deferred tax liabilities are recognized for taxable temporary differences arising on investments in subsidiaries and associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognized to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary differences and they are expected to reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each Statement of Financial Position date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the year when the liability is settled or the asset is realized. Deferred tax is charged or credited in the Statement of Comprehensive Income, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.
Goodwill arising on the acquisition of a subsidiary or a jointly controlled entity represents the excess of the cost of acquisition over the Group's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the subsidiary or jointly controlled entity recognized at the date of acquisition. Goodwill is initially recognized as an asset at cost and is subsequently measured at cost less any accumulated impairment losses.
For the purpose of impairment testing, goodwill is allocated to each of the Group's cash-generating units expected to benefit from the synergies of the combination. Cash-generating units to which goodwill has been allocated are tested for impairment at each Statement of Financial Position date, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognized for goodwill is not reversed in a subsequent period.
On disposal of a subsidiary or a jointly controlled entity, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.
Expenditure on research activities is recognized as an expense in the year in which it is incurred.
An internally-generated intangible asset arising from the Group's development is recognized only if all of the following conditions are met:
Internally-generated intangible assets are amortized on a straight-line basis over their useful lives. Where no internally-generated intangible asset can be recognized, development expenditure is recognized as an expense in the year in which it is incurred.
Subsequent to initial recognition, internally-generated intangible assets are reported at cost less accumulated amortization and accumulated impairment losses, on the same basis as intangible assets acquired separately.
Other intangible assets include Group's software, the rights to operate gas stations on property leased by the subsidiaries "Avin Oil S.A.", "CORAL S.A." and "CORAL GAS A.E.B.E.Y." the Company's emission rights and furthermore, Service Concession Arrangements for the subsidiary "OFC Aviation Fuel Services S.A.".
These assets are initially recorded at acquisition cost and then amortized, using the straight-line method, based on expected useful lives in respect of software, and in respect of leasing/emission rights, over the year the Group entitled to the rights.
The useful life of these assets is noted bellow:
| Intangible assets | years |
|---|---|
| Software | 3 – 8 |
| Leasing Rights (average) | 10 |
| Service Concession Arrangements | 21 |
The estimated useful lives of intangible assets, residual values if any and depreciation method are reviewed on a frequent basis, with the effect of any changes in estimate to be accounted for on a prospective basis.
Land and buildings held for use in the production or supply of goods or services, or for administrative purposes, are stated in the Statement of Financial Position at cost less any subsequent accumulated depreciation.
Assets under construction for production, rental or administrative purposes, or for purposes not yet determined, are carried at cost, less any recognized impairment loss. Cost includes professional fees and, for qualifying assets, borrowing costs capitalized in accordance with the Group's accounting policy. Depreciation of these assets, on the same basis as other property assets, commences when the assets are ready for
their intended use.
Fixtures and equipment are stated at cost less accumulated depreciation and any recognized impairment loss.
Fixed assets under finance leases are depreciated over the same useful lives as the Group owned fixed assets or if shorter over the year as per the finance lease contract.
Depreciation is charged so as to write off the cost or valuation of assets, other than land and properties under construction, over their estimated useful lives, using the straight-line method, on the following bases:
| Fixed Asset category | Useful live |
|---|---|
| (years) | |
| Land | Indefinite |
| Buildings | 40 |
| Plant & machinery | 7-30 |
| Transportation equipment | 15-20 |
| Fixtures and equipment | 4-20 |
The estimated useful lives, residual values and depreciation method are reviewed on a frequent basis, with the effect of any changes in estimate to be accounted for on a prospective basis.
The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in profit or loss.
Emission Rights are accounted under the net liability method, based on which the Company recognizes a liability for emissions when the emissions are made and are in excess of the allowances allocated. Emission Rights acquired in excess of those required to cover the relevant shortages are recognized as an intangible asset at cost. Profit and/or loss arising on sale of emission rights is recognized in the Statement of Comprehensive Income.
The Company is a member of ΙOPC Fund (International Oil Pollution Compensation Fund) an international organization for the protection of the environment from oil pollution. The Company is obliged to pay contributions to this organization in case of a relevant accident. These liabilities are accounted for according to IAS 37 "Provisions, Contingent Liabilities and Contingent Assets" while any refund is accounted for upon receipt.
The Group applies a Customer Loyalty Programme concerning retail sales through gas stations. Retail customers collect bonus points thru purchase of goods and services, which they may then cash to get free gifts based on specific catalogs. The Group applies IFRIC 13 "Customer Loyalty Programmes" accounting for the income from the transaction when the bonus points are cashed and the Group completes its granting obligation. The bonus points valuation granted by the Group from the rewarding of the customer loyalty programme is done at fair value based on a generally accepted method. The cost from the cash of the bonus points is charged in the cost of goods sold.
At each Statement of Financial Position date, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognized as an expense immediately, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (cash-generating unit) in prior years. A reversal of an impairment loss is recognized as income immediately, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
Inventories are stated at the lower of cost and net realizable value. Cost comprises direct materials and where applicable, direct labor costs and those overheads that have been incurred in bringing the inventories to their present location and condition. Cost is calculated using the weighted average method. Net realizable value represents the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution.
Financial assets and financial liabilities are recognized on the Group's Statement of Financial Position when the Group becomes a party to the contractual provisions of the instrument.
Trade receivables are mostly interest free and are stated at their nominal value as reduced by appropriate allowances for estimated irrecoverable amounts.
Cash and cash equivalents comprise cash on hand and demand deposits with original maturity of 3 months or less.
Investments in unlisted equity shares are classified as available for sale and are stated at cost as their fair value cannot be reliably estimated. Dividends on AFS equity instruments are recognized in profit or loss when the Group's right to receive the dividends is established.
Interest-bearing bank loans and overdrafts are recorded according to the amounts received, net of direct issue costs. Finance charges, including premiums payable on settlement or redemption and direct issue costs, are accounted for on an accrual basis to the profit and loss account using effective interest method and are added to the carrying amount of the instrument to the extent that they are not settled in the year in which they arise.
Trade payables are interest free and are stated at their nominal value.
Provisions are recognized when the Group has a present obligation as a result of a past event, and it is probable that the Group will be required to settle that obligation. Provisions are measured at the Group management's best estimate of the expenditure required to settle the obligation at the Statement of Financial Position date, and are discounted to present value where the effect is material.
Provisions for restructuring costs, if any, are recognized only when the entity has developed a detailed formal plan for the restructuring and have announced details of plan to the involved parties. The measurement of a restructuring provision includes only the direct expenditures arising from the restructuring, which are those amounts that are both necessarily entailed by the restructuring and not associated with the ongoing activities of the entity.
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, unaudited tax years and pending legal cases. The estimations are important but not restrictive. The actual future events may differ than 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 31.
Other sources of uncertainty relate to the assumptions made by the management regarding the employee benefit plans such as payroll increase, remaining years to retirement, inflation rates etc. and other sources of uncertainty is the estimation for the useful life of fixed assets. The above estimations and assumptions are based on the up to date experience of the management and are re-evaluated so as to be up to date with the current market conditions.
Sales revenue is analyzed as follows:
| GROUP | COMPANY | |||||
|---|---|---|---|---|---|---|
| (In 000's Euros) | 1/1 – 31/12/10 | 1/1 – 31/12/09 | 1/1 – 31/12/10 | 1/1 – 31/12/09 | ||
| Sales of goods | 6,184,435 | 3,938,935 | 4,879,266 | 3,493,334 |
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 – 31/12/10 | 1/1 – 31/12/09 | ||||
| SALES: | DOMESTIC | EXPORT | TOTAL | DOMESTIC | EXPORT | TOTAL |
| Products | 1,809,542 | 2,349,137 | 4,158,679 | 1,450,220 | 1,455,474 | 2,905,694 |
| Merchandise | 1,687,159 | 328,635 | 2,015,794 | 754,691 | 271,453 | 1,026,144 |
| Services | 9,962 | 0 | 9,962 | 7,097 | 0 | 7,097 |
| Total | 3,506,663 | 2,677,772 | 6,184,435 | 2,212,008 | 1,726,927 | 3,938,935 |
| COMPANY | ||||||
| (In 000's Euros) | 1/1 – 31/12/10 | 1/1 – 31/12/09 | ||||
| SALES: | DOMESTIC | EXPORT | TOTAL | DOMESTIC | EXPORT | TOTAL |
| Products | 1,809,542 | 2,349,137 | 4,158,679 | 1,450,220 | 1,455,474 | 2,905,694 |
| Merchandise | 398,330 | 322,257 | 720,587 | 316,187 | 271,453 | 587,640 |
Based on historical information of the Company and the Group, the percentage of quarterly sales volume varies from 22% to 30% on annual sales volume and thus there is no material seasonality on the total sales volume.
Total 2,207,872 2,671,394 4,879,266 1,766,407 1,726,927 3,493,334
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/from Gas Stations and Services.
Segment information is presented in the following table:
| Sta f Co he ive In tem t o en mp re ns co me |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ( In 0 0 0 's Eu ) ro s |
1 / 1- |
3 1 / 1 2 / 2 0 1 |
0 | 1 / 1- 3 1 / 1 |
2 / 2 0 0 9 |
|||||
| in O io Bu t s es s p er a ns |
fin 's Re ery Ac tiv itie s |
Sal Ga to es s Sta tio ns |
Ser vic es |
Eli mi ion s/ nat Ad jus tm ent s |
To l ta |
fin 's Re ery Ac tiv itie s |
Sal Ga to es s Sta tio ns |
Ser vic es |
Eli mi ion s/ nat Ad jus tm ent s |
To l ta |
| Sa les h ir d p ies to t art |
4, 0 3 6, 7 7 5 |
2, 1 3 6 9 8 7, |
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Page 19 of 49
| (In 000's Euros) | GROUP | COMPANY | ||
|---|---|---|---|---|
| 1/1-31/12/10 | 1/1-31/12/09 | 1/1-31/12/10 1/1-31/12/09 | ||
| Foreign exchange differences – (losses) | (151,219) | (78,831) | (149,940) | (78,403) |
| Foreign exchange differences – gains | 120,257 | 89,215 | 119,407 | 88,813 |
| Income from services rendered | 22,503 | 18,724 | 30,320 | 20,828 |
| Rental Income | 5,524 | 5,088 | 301 | 260 |
| Other Income/(Expenses) | 15,478 | 6,221 | 4,223 | 3,436 |
| Total | 12,543 | 40,417 | 4,311 | 34,934 |
Profit from operations for the Company and the Group includes as well the following debits/(credits):
| (In 000's Euros) | GROUP | COMPANY | ||
|---|---|---|---|---|
| 1/1-31/12/10 | 1/1-31/12/09 | 1/1-31/12/10 1/1-31/12/09 | ||
| Amortization of intangible assets Depreciation of property, plant and |
5,201 | 2,141 | 2,159 | 393 |
| equipment | 68,880 | 54,626 | 58,548 | 50,255 |
| Total depreciation/amortization | 74,081 | 56,767 | 60,707 | 50,648 |
| Government grants amortization Impairment loss recognized on trade |
(671) | (673) | (671) | (673) |
| receivables (note 20) | 2,262 | 1,500 | 0 | 0 |
| Personnel salaries and other benefits | 87,325 | 78,045 | 66,577 | 67,838 |
| Employer's contribution Provision for retirement benefit obligation |
18,890 | 15,928 | 13,117 | 12,783 |
| (note 36) | 11,269 | 7,560 | 10,841 | 6,865 |
| Total payroll costs | 117,484 | 101,533 | 90,535 | 87,486 |
Investments income is analyzed as follows:
| (In 000's Euros) | GROUP | COMPANY | |||
|---|---|---|---|---|---|
| 1/1-31/12/10 | 1/1-31/12/09 | 1/1-31/12/10 1/1-31/12/09 | |||
| Interest received | 2,203 | 963 | 552 | 415 | |
| Discount on Social Responsibility Contribution |
258 | 0 | 258 | 0 | |
| Dividends received | 112 | 156 | 1,323 | 156 | |
| Total investment income | 2,573 | 1,119 | 2,133 | 571 |
| (In 000's Euros) | GROUP | COMPANY | ||
|---|---|---|---|---|
| 1/1-31/12/10 | 1/1-31/12/09 | 1/1-31/12/10 1/1-31/12/09 | ||
| Interest on long-term borrowings | 7,824 | 7,907 | 4,450 | 6,395 |
| Interest on short-term borrowings | 25,244 | 7,047 | 19,424 | 4,851 |
| Interest on finance leases | 10 | 27 | 10 | 27 |
| Other interest expenses | 6,803 | 5,671 | 5,944 | 5,372 |
| Total finance cost | 39,881 | 20,652 | 29,828 | 16,645 |
| (In 000's Euros) | GROUP | COMPANY | ||
|---|---|---|---|---|
| 1/1 – 31/12/10 | 1/1 – 31/12/09 | 1/1 – 31/12/10 | 1/1 – 31/12/09 | |
| Current corporate tax for the period | 30,598 | 32,775 | 29,452 | 31,165 |
| Tax audit differences from prior years | 1,505 | 7,214 | 0 | 6,610 |
| Tax on capitalization | 1,235 | 0 | 1,207 | |
| Social responsibility contribution | 13,167 | 8,716 | 12,914 | 8,716 |
| 46,505 | 48,705 | 43,573 | 46,491 | |
| Deferred tax (note 23) | (579) | (1,061) | 766 | (987) |
| Total | 45,926 | 47,644 | 44,339 | 45,504 |
Current corporate income tax is calculated at 24% on the tax assessable profit for the period 1/1-31/12/2010 and at 25% on the tax assessable profit for the period 1/1-31/12/2009. Within 2010 the tax audits of the companies "ΕRΜIS Α.Ε.Μ.Ε.Ε." up to and including 2008, " CORAL FINANCE HELLAS A.E.", "OFC S.Α." and "ΜΑΚRΑΙOΝ Α.Ε." up to and including 2009 were concluded, resulting in additional taxes of € 1,505 thous.
The Group´s and the Company´s total income tax rate for the year can be reconciled to the accounting profit as follows:
| (In 000's Euros) | GROUP | COMPANY | ||
|---|---|---|---|---|
| 1/1-31/12/10 1/1-31/12/09 | 1/1-31/12/10 1/1-31/12/09 | |||
| Tax at the corporate income tax rate | 24.0% | 25.0% | 24.0% | 25.0% |
| Tax effects from: | ||||
| Tax audit differences | 0.9% | 4.6% | 0.0% | 5.1% |
| Tax on capitalization | 0.7% | 0.0% | 1.0% | 0.0% |
| Social responsibility Contribution | 7.4% | 5.6% | 10.2% | 6.7% |
| Tax effect of non tax deductible expenses | 0.4% | 0.1% | 0.5% | 0.1% |
| Tax effect of tax free income | -0.3% | 0.0% | -0.3% | 0.0% |
| Other effects (deferred taxation - change in tax rate) |
-7.2% | -4.7% | -0.4% | -2.0% |
| Effective tax rate for the year | 25.9% | 30.6% | 35.0% | 34.9% |
Dividends to shareholders are proposed by management at each year end and are subject to approval by the Annual General Assembly Meeting. Dividends relating to the previous year (1.1-31.12.2009) amounted to € 0.70 per share, of which an interim dividend of € 0.20 per share was paid and accounted for in December 2009 while € 0.50 per share was paid and accounted for in 2010. The Management of the Company has proposed to the coming Annual General Assembly Meeting the distribution of total dividends for 2010 of € 27,695,745 (€ 0.25 per share). Furthermore, for the maximization of shareholders' return, the Board of Directors intends to propose to the Annual Ordinary General Meeting of May 2011 the return of share capital through the decrease of the share nominal value. The exact proposed amount will be decided at a later Board meeting which will determine all of the Annual Ordinary General Meeting agenda items.
The calculation of the basic earnings per share attributable to the ordinary equity holders is based on the following data:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 1/1-31/12/10 | 1/1-31/12/09 | 1/1-31/12/10 | 1/1-31/12/09 | |
| Earnings attributable to Company Shareholders (in 000's Euros) |
130,969 | 107,835 | 82,282 | 84,902 |
| 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 € |
1.18 | 0.97 | 0.74 | 0.77 |
Goodwill for the Group as at 31 December 2010 was € 21,415 thousand. Goodwill concerns the subsidiaries "AVIN OIL S.A." and "CORAL GAS A.E.B.E.Y.". The Group performs on an annual basis impairment test on Goodwill from which no need for impairment has arisen.
| (In 000's Euros) | 31/12/2009 | Additional amount recognized from business combination |
31/12/2010 |
|---|---|---|---|
| Goodwill | 16,200 | 5,215 | 21,415 |
It is noted that the final amount of the goodwill from the acquisition of "CORAL GAS A.E.B.E.Y." will be finalized by 30.6.2011 as stated in note 30.1.
The carrying amount of other intangible assets represents software purchases, rights to operate gas stations on leasehold property and service concession arrangements. The movement during years 1/1/2009 – 31/12/2009 and 1/1/2010 – 31/12/2010 is presented in the following table.
| COMPANY | ||||
|---|---|---|---|---|
| (In 000's Euros) | Software | Rights | Total | Software |
| COST | ||||
| As at 1 January 2009 | 12,671 | 3,690 | 16,361 | 10,406 |
| Additions attributable to | ||||
| acquisition of subsidiary | 0 | 22,313 | 22,313 | 0 |
| Additions | 186 | 105 | 291 | 57 |
| As at 31 December 2009 | 12,857 | 26,108 | 38,965 | 10,463 |
| Additions attributable to | ||||
| acquisition of subsidiary | 8,989 | 21,231 | 30,220 | 0 |
| Additions | 1,959 | 2,206 | 4,165 | 1,838 |
| Disposals | (27) | (3) | (30) | 0 |
| Transfers | 42 | 0 | 42 | 42 |
| As at 31 December 2010 | 23,820 | 49,542 | 73,362 | 12,343 |
| ACCUMULATED | ||||
| DEPRECIATION | ||||
| As at 1 January 2009 | 11,105 | 1,543 | 12,648 | 9,490 |
| Charge for the year | 597 | 1,544 | 2,141 | 392 |
| As at 31 December 2009 | 11,702 | 3,087 | 14,789 | 9,882 |
| Additions attributable to | ||||
| acquisition of subsidiary | 8,970 | 7,117 | 16,087 | 0 |
| Charge for the year | 2,360 | 2,841 | 5,201 | 2,159 |
| Disposals | (27) | 0 | (27) | 0 |
| As at 31 December 2010 | 23,005 | 13,045 | 36,050 | 12,041 |
| CARRYING AMOUNT | ||||
| As at 31 December 2009 | 1,155 | 23,021 | 24,176 | 581 |
| As at 31 December 2010 | 815 | 36,497 | 37,312 | 302 |
Rights in the table above include rights to operate gas stations on property leased by the subsidiaries, "Avin Oil S.A.", "CORAL A.E." and "CORAL GAS A.E.B.E.Y." as well as the service concession arrangements that concern concession rights for the use of land and installations for aviation fuel by the subsidiary "OFC Aviation Fuel Services S.A.". In the current fiscal year the Group has no internally generated intangible assets from research and development.
The movement in the Group's fixed assets during the period 1/1–31/12/2010 is presented below:
| Plant & | ||||||
|---|---|---|---|---|---|---|
| GROUP | machinery / | Equipment under | ||||
| (In 000's Euros) | Land and buildings |
Transportation means |
Fixtures and equipment |
Assets under construction |
finance lease at cost |
Total |
| COST | ||||||
| As at 1 January 2009 | 151,951 | 857,201 | 21,902 | 65,614 | 1,024 | 1,097,692 |
| Additions | 1,594 | 6,798 | 1,151 | 188,695 | 0 | 198,238 |
| Disposals | (642) | (691) | (53) | 0 | 0 | (1,386) |
| Transfers | 1,715 | 23,615 | 149 | (25,479) | 0 | 0 |
| As at 31 December 2009 | 154,618 | 886,923 | 23,149 | 228,830 | 1,024 | 1,294,544 |
| Additions attributable to | ||||||
| acquisition of subsidiary | 170,193 | 87,043 | 35,510 | 1,673 | 0 | 294,419 |
| Additions | 2,974 | 8,460 | 3,362 | 104,228 | 0 | 119,024 |
| Disposals | (1,091) | (3,329) | (2,355) | 0 | 0 | (6,775) |
| Transfers | 29,491 | 255,806 | 955 | (286,294) | 0 | (42) |
| As at 31 December 2010 | 356,185 | 1,234,903 | 60,621 | 48,437 | 1,024 | 1,701,170 |
| ACCUMULATED | ||||||
| DEPRECIATION | ||||||
| As at 1 January 2009 | 17,453 | 306,878 | 13,825 | 0 | 399 | 338,555 |
| Charge for the year | 3,081 | 49,734 | 1,606 | 0 | 205 | 54,626 |
| Disposals | (71) | (594) | (45) | 0 | 0 | (710) |
| As at 31 December 2009 | 20,463 | 356,018 | 15,386 | 0 | 604 | 392,471 |
| Additions attributable to | ||||||
| acquisition of subsidiary | 54,865 | 51,628 | 19,377 | 0 | 0 | 125,870 |
| Charge for the year | 6,158 | 59,999 | 2,518 | 0 | 205 | 68,880 |
| Disposals | (837) | (2,612) | (908) | 0 | 0 | (4,357) |
| As at 31 December 2010 | 80,649 | 465,033 | 36,373 | 0 | 809 | 582,864 |
| CARRYING AMOUNT | ||||||
| As at 31 December 2009 | 134,155 | 530,905 | 7,763 | 228,830 | 420 | 902,073 |
| As at 31 December 2010 | 275,536 | 769,870 | 24,248 | 48,437 | 215 | 1,118,306 |
The movement in the Company's fixed assets during the period 1/1–31/12/2010 is presented below:
| COMPANY | Plant & machinery / |
Equipment under | ||||
|---|---|---|---|---|---|---|
| (In 000's Euros) | Land and buildings |
Transportation means |
Fixtures and equipment |
Assets under construction |
finance lease at cost |
Total |
| COST | ||||||
| As at 1 January 2009 | 133,875 | 801,094 | 18,606 | 65,528 | 1,024 | 1,020,127 |
| Additions | 510 | 1,880 | 847 | 187,928 | 0 | 191,165 |
| Disposals | (17) | (22) | (11) | 0 | 0 | (50) |
| Transfers | 1,690 | 23,615 | 149 | (25,454) | 0 | 0 |
| As at 31 December 2009 | 136,058 | 826,567 | 19,591 | 228,002 | 1,024 | 1,211,242 |
| Additions | 263 | 491 | 1,149 | 87,793 | 0 | 89,696 |
| Disposals | 0 | (2) | (508) | 0 | 0 | (510) |
| Transfers | 29,288 | 255,480 | 284 | (285,094) | 0 | (42) |
| As at 31 December 2010 | 165,609 | 1,082,536 | 20,516 | 30,701 | 1,024 | 1,300,386 |
| ACCUMULATED | ||||||
| DEPRECIATION | ||||||
| As at 1 January 2009 | 13,441 | 281,228 | 12,016 | 0 | 399 | 307,084 |
| Charge for the year | 2,523 | 46,132 | 1,395 | 0 | 205 | 50,255 |
| Disposals | (2) | (21) | (8) | 0 | 0 | (31) |
| As at 31 December 2009 | 15,962 | 327,339 | 13,403 | 0 | 604 | 357,308 |
| Charge for the year | 2,882 | 54,121 | 1,340 | 0 | 205 | 58,548 |
| Disposals | 0 | (1) | (40) | 0 | 0 | (41) |
| As at 31 December 2010 | 18,844 | 381,459 | 14,703 | 0 | 809 | 415,815 |
| CARRYING AMOUNT | ||||||
| As at 31 December 2009 | 120,096 | 499,228 | 6,188 | 228,002 | 420 | 853,934 |
| As at 31 December 2010 | 146,765 | 701,077 | 5,813 | 30,701 | 215 | 884,571 |
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 |
|---|---|
| (In 000's Euros) | |
| CITIBANK INTERNATIONAL PLC | 275,000 |
| Total | 275,000 |
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 € 215 thousand (31/12/2009: € 420 thousand).
Details of the Group's and the Company's subsidiaries and associates are as follows:
| Name | Place of incorporation and operation |
Proportion of ownership interest |
Principal activity | Consolidation Method |
|---|---|---|---|---|
| AVIN OIL S.A. | Greece, Maroussi of Attika |
100% | Petroleum Products |
Full |
| AVIN ALBANIA S.A. | Tirana, Albania | 100% | Petroleum Products (dormant) |
At cost |
| BRODERICO LTD | Cyprus, Nicosia | 100% | Commerce, Investments and Rendering of Services (dormant) |
At cost |
| MAKREON S.A. | Greece, Maroussi of Attika |
100% | Trading, Transportation, Storage & Agency of Petroleum Products |
Full |
| CORAL Α.Ε. OIL AND CHEMICALS COMPANY (ex Shell Hellas S.A.) |
Greece, Palaio Faliro Piraeus |
100% | Petroleum Products | Full |
| CORAL SHARED SERVICE CENTRE-HELLAS A.E., PROVISION OF FINANCIAL ADVICE AND ACCOUNTING SERVICES |
Greece, Perama Attika | 100% | Provision of Financial advice and accounting services |
Full |
| HERMES OIL TRANSPORTATION, EXPLOITATION, TRADING AND SERVICES COMPANY A.E. |
Greece, Palaio Faliro Piraeus |
100% | Petroleum Products | Full |
| MYRTEA OIL TRADING, STORAGE, AGENCY AND SERVICES COMPANY A.E. |
Greece, Palaio Faliro Piraeus |
100% | Petroleum Products | Full |
| CORAL WHOLLY-OWNED LIMITED LIABILITY COMPANY OF FUELS RETAIL OUTLETS |
Greece, Palaio Faliro Piraeus |
100% | Petroleum Products | Full |
| CORAL A.E. COMMERCIAL AND INDUSTRIAL GAS COMPANY (ex Shell Gas Commercial and Industrial S.A.) |
Greece, Aspropyrgos Attika |
100% | Liquefied Petroleum Gas |
Full |
| OFC AVIATION FUEL SERVICES S.A. | Greece, Spata of Attika | 92.06% | Aviation Fueling Systems |
Full |
| ELECTROPARAGOGI SOUSSAKI S.A. | Greece, Maroussi of Attika |
70% | Energy (dormant) | At cost |
| NUR-MOH HELIOTHERMAL S.A. | Greece, Maroussi of Attika |
50% | Energy (dormant) | At cost |
| Μ and Μ GAS Co S.A. | Greece, Maroussi of Attika |
50% | Natural Gas | Equity method |
| SHELL & MOH AVIATION FUELS A.E. | Greece, Palaio Faliro Piraeus |
49% | Aviation Fuels | Equity method |
| RHODES-ALEXANDROUPOLIS PETROLEUM INSTALLATION S.A. |
Greece, Maroussi of Attika |
37.49% | Aviation Fuels | Equity method |
| KORINTHOS POWER S.A. | Greece, Maroussi of Attika |
35% | Energy | Equity method |
The companies "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 or/and because they are dormant.
Investments in subsidiaries and associates are as follows:
| Name | GROUP | COMPANY | ||
|---|---|---|---|---|
| (In 000's Euros) | 31/12/2010 | 31/12/2009 | 31/12/2010 | 31/12/2009 |
| AVIN OIL S.A. | 0 | 0 | 37,564 | 37,564 |
| AVIN ALBANIA S.A. | 110 | 110 | 0 | 0 |
| BRODERICO LTD | 60 | 60 | 0 | 0 |
| CORAL Α.Ε. OIL AND CHEMICALS COMPANY (ex Shell | ||||
| Hellas S.A.) | 0 | 0 | 61,776 | 0 |
| CORAL A.E. COMMERCIAL AND INDUSTRIAL GAS | ||||
| COMPANY (ex Shell Gas Commercial and Industrial S.A.) | 0 | 0 | 26,585 | 0 |
| OFC AVIATION FUEL SERVICES S.A. | 0 | 0 | 4,195 | 4,195 |
| ELECTROPARAGOGI SOUSSAKI S.A. | 77 | 77 | 44 | 44 |
| NUR-MOH HELIOTHERMAL S.A. | 300 | 200 | 300 | 200 |
| Μ and Μ GAS Co S.A. | 904 | 0 | 1,000 | 0 |
| SHELL & MOH AVIATION FUELS A.E. | 4,116 | 0 | 0 | 0 |
| RHODES-ALEXANDROUPOLIS PETROLEUM | ||||
| INSTALLATION S.A. | 1,152 | 0 | 0 | 0 |
| KORINTHOS POWER S.A. | 30,166 | 20,836 | 13,662 | 4,210 |
| Total | 36,885 | 21,283 | 145,126 | 46,213 |
"AVIN ALBANIA S.A." is in liquidation process from which a loss of approximately € 400 thousand is expected. Thus, the cost of investment has been impaired by this amount.
Summarized financial information in respect of the Group's associates and subsidiaries is set out below:
| (In 000's Euros) | 31/12/2010 | 31/12/2009 |
|---|---|---|
| Acquisition cost | 18,419 | 5,057 |
| Share of profits (loss) | 18,466 | 16,226 |
| Investments in subsidiaries & related parties | 36,885 | 21,283 |
| 31/12/2010 | 31/12/2009 | |
| Total assets | 273,583 | 141,199 |
| Total liabilities | (174,115) | (81,682) |
| Net assets | 99,468 | 59,517 |
| Group's share of related parties' | ||
| net assets | 36,338 | 20,836 |
Group's results from associates, are as follows:
| (In 000's Euros) | 1/1–31/12/2010 | 1/1–31/12/2009 |
|---|---|---|
| Sales | 101,292 | 2,695 |
| Profit after tax | (568) | 199 |
| Group's share of associates´ profit for | ||
| the year | (305) | 19 |
| Gain from bargain purchase of subsidiary | 51,172 | 2,314 |
| Impairment of investment | 0 | (400) |
| Total Group Share | 50,867 | 1,933 |
| Name | Place of incorporation |
Proportion of ownership interest |
Cost (In 000's Euros) |
Principal activity |
|---|---|---|---|---|
| HELLENIC ASSOCIATION OF INDEPENDENT POWER COMPANIES |
Athens | 16.67% | 10 | Promotion of Electric Power Issues |
| ATHENS AIRPORT FUEL PIPELINE CO. S.A. |
Athens | 16% | 927 | Aviation Fueling Systems |
"HELLENIC ASSOCIATION OF INDEPENDENT POWER COMPANIES" (civil non profit organization) and "ATHENS AIRPORT FUEL PIPELINE CO. S.A." are stated at cost as significant influence is not exercised on them.
| (In 000's Euros) | GROUP | COMPANY | |||
|---|---|---|---|---|---|
| 31/12/2010 | 31/12/2009 | 31/12/2010 | 31/12/2009 | ||
| Cheques receivable | 3,246 | 1,313 | 0 | 0 | |
| Prepaid expenses | 25,820 | 14,046 | 560 | 535 | |
| Dealers loans | 11,730 | 0 | 0 | 0 | |
| Guarantees | 1,467 | 411 | 402 | 411 | |
| Total | 42,263 | 15,770 | 962 | 946 |
Prepaid expenses include mainly long term rental prepayments to secure gas station premises and other prepayments of long term nature. These amounts are presented in the carrying amounts that approximate their fair value.
| (In 000's Euros) | GROUP | COMPANY | ||
|---|---|---|---|---|
| 31/12/2010 | 31/12/2009 | 31/12/2010 | 31/12/2009 | |
| Merchandise | 78,753 | 24,636 | 16,395 | 19,350 |
| Raw materials | 239,978 | 151,753 | 238,030 | 151,414 |
| Raw materials in transit | 42,100 | 106 | 42,091 | 106 |
| Products | 240,765 | 77,608 | 238,821 | 77,608 |
| Total inventories | 601,596 | 254,103 | 535,337 | 248,478 |
It is noted that inventories are valued at each Statement of Financial Position date at the lower of cost and net realizable value. For the current and previous year certain inventories were valued at their net realizable value resulting in the following charges to the Statement of Comprehensive Income (cost of sales) for the Group and the Company:
| (In 000's Euros) | 2010 | 2009 |
|---|---|---|
| Products | 1,958 | 119 |
| Merchandise | 511 | 486 |
| Raw materials | 351 | 0 |
| Total | 2,820 | 605 |
The cost of inventories recognized as an expense within "Cost of Sales" during the current and prior year for the Group was for 2010 € 5,801,653 thousand and for 2009 € 3,672,424 thousand (Company: 2010 € 4,619,107 thousand, 2009 € 3,284,040 thousand).
Trade and other receivables at the Statement of Financial Position date comprise mainly from amounts receivable from the sale of goods. Analysis of the trade and other receivable, is as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| (In 000's Euros) | 31/12/2010 | 31/12/2009 | 31/12/2010 | 31/12/2009 |
| Trade receivables | 395,205 | 282,869 | 135,208 | 179,232 |
| Allowance for doubtful debts | (19,709) | (1,844) | 0 | 0 |
| Related parties | 9,612 | 9,054 | 120,483 | 45,720 |
| 385,108 | 290,079 | 255,691 | 224,952 | |
| Debtors | 79,088 | 21,207 | 32,449 | 18,803 |
| Allowance for doubtful debts | (1,225) | 0 | 0 | 0 |
| Related parties | 124 | 0 | 118 | 0 |
| 77,987 | 21,207 | 32,567 | 18,803 | |
| Prepayments | 11,737 | 6,983 | 1,959 | 2,415 |
| Other | 5,413 | 3,786 | 797 | 357 |
| Total | 480,245 | 322,055 | 291,014 | 246,527 |
The average credit period on sales of goods for the Company is 19 days and for the Group is 23 days while for 2009 was 23 days and 29 days respectively. After the specified credit period, interest is charged depending on the payment currency on the outstanding balance. Trade receivables are provided for, based on estimated doubtful debt amounts from the sale of goods, which are determined by reference to past default experience.
Before accepting any new customer, the Group uses an external credit scoring system to assess the potential customer's credit quality and defines credit limits by customer. Limits and scoring attribute to customers are reviewed on a permanent basis.
| GROUP | COMPANY | |||
|---|---|---|---|---|
| (In 000's Euros) | 31/12/2010 | 31/12/2009 | 31/12/2010 | 31/12/2009 |
| 0-30 days | 40,810 | 4,000 | 16,169 | 692 |
| 30-60 days | 4,448 | 582 | 75 | 4 |
| 60-90 days | 2,661 | 186 | 58 | 0 |
| 90-120 days | 1,403 | 248 | 349 | 0 |
| 120 + days | 36,586 | 9,569 | 310 | 224 |
| Σύνολο | 85,908 | 14,585 | 16,961 | 920 |
Ageing Analysis – Overdues in trade receivables and cheques receivable
In the above mentioned mature receivables for the Group of € 85,908 thousand (2009: € 14,585 thousand), Company: 2009: € 16,961 thousand, (2009: € 920 thousand) there is no provision accounted for since there is no change in them as there has not been a significant change in credit quality and the amounts are still considered fully recoverable. Furthermore, for some of them the Group has obtained guarantees.
The provision for doubtful trade receivables has increased during 2010 by € 20,934 thousand in the subsidiaries books to cover additional bad debts
| GROUP | |||
|---|---|---|---|
| (In 000's Euros) | 31/12/2010 | 31/12/2009 | |
| Balance as at the beginning of the year | 1,844 | 4,587 | |
| Attributable to acquisition of subsidiaries | 16,995 | 0 | |
| Impairment losses recognized on receivables Amounts used to write-off of receivables |
2,396 | 1,500 | |
| (301) | (4,243) | ||
| Balance at year end | 20,934 | 1,844 |
In determining the recoverability of trade receivables, the Group considers any change in the credit quality of the trade receivable from the date credit was initially granted up to the reporting date. The concentration of credit risk is limited due to the customers' wide base. Accordingly, the management considers that there is no further credit provision required in excess of the existing allowance for doubtful debts.
Management considers that the carrying amount of trade and other receivables approximates their fair value.
Cash and cash equivalents consist from cash and short term deposits of initial duration of three months or less. The book value for cash and cash equivalents approximates their fair value.
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| (In 000's Euros) | 31/12/2010 | 31/12/2009 | 31/12/2010 | 31/12/2009 | |
| Cash at bank | 52,445 | 25,856 | 25,000 | 14,929 | |
| Cash on hand | 2,680 | 190 | 136 | 92 | |
| Σύνολο | 51,125 | 26,046 | 25,136 | 15,021 |
| (In 000's Euros) | GROUP | COMPANY | ||
|---|---|---|---|---|
| 31/12/2010 | 31/12/2009 | 31/12/2010 | 31/12/2009 | |
| Borrowings | 906,484 | 687,157 | 622,401 | 570,168 |
| Finance leases | 229 | 445 | 229 | 445 |
| Less: Bond loan expenses * | (1,550) | (697) | (630) | (577) |
| Total Borrowings | 905,163 | 686,905 | 622,000 | 570,036 |
The borrowings are repayable as follows:
| (In 000's Euros) | GROUP | COMPANY | ||
|---|---|---|---|---|
| 31/12/2010 | 31/12/2009 | 31/12/2010 | 31/12/2009 | |
| On demand or within one year | 610,355 | 432,521 | 507,963 | 377,661 |
| In the second year | 115,131 | 87,937 | 113,467 | 86,421 |
| From the third to fifth year inclusive | 176,236 | 161,080 | 1,200 | 106,531 |
| After five years | 4,991 | 6,064 | 0 | 0 |
| Less: Bond loan expenses * | (1,550) | (697) | (630) | (577) |
| Total Borrowings | 905,163 | 686,905 | 622,000 | 570,036 |
| Less: Amount payable within 12 months (shown under current liabilities) |
610,355 | 432,521 | 507,963 | 377,661 |
| Amount payable after 12 months | 294,808 | 254,384 | 114,037 | 192,375 |
*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 31/12/2010 and 31/12/2009:
| (In 000's Euros) | GROUP | COMPANY | ||
|---|---|---|---|---|
| 31/12/2010 | 31/12/2009 | 31/12/2010 | 31/12/2009 | |
| Loans' currency | ||||
| EURO | 741,336 | 468,444 | 458,173 | 351,575 |
| U.S. DOLLARS | 134,237 | 145,665 | 134,237 | 145,665 |
| SWISS FRANCS | 29,590 | 72,796 | 29,590 | 72,796 |
| Total | 905,163 | 686,905 | 622,000 | 570,036 |
The Group's management considers that the carrying amount of the Group's borrowings approximates their fair value.
The Group has the following borrowings:
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 15/7/2011 with two year extension option to 15/7/2013. The balance as at 31/12/2010 is € 85,000 thousand. This loan is secured with mortgages registered on fixed assets of the Group amounting to € 275,000 thousand as mentioned above in note 15.
Another loan amounting \$ 150,000 thousand concerns a long-term loan, granted on 22/12/2005 which will be repaid in total by 19/12/2012.
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 31/12/2010 is € 3,600 thousand.
Total short-term loans (including short-term part of long-term loans) with duration up to one year amount to € 507,963 thousand.
The interest rate of the above borrowings is LIBOR/EURIBOR+SPREAD
The following are the major deferred tax liabilities and assets recognized by the Group and the Company, and the movements thereon, during the current and prior reporting years:
(In 000's Euros)
| GROUP | Statement of Comprehensive Income |
Statement of Comprehensive Income |
|||||
|---|---|---|---|---|---|---|---|
| Deferred tax arising from: | 1/1/2009 | expense/(income) | Other | 31/12/2009 | expense/(income) | Other | 31/12/2010 |
| Difference in depreciation Intangible assets recognized |
30,727 | 2,862 | 0 | 33,589 | 1,659 | 17,324 | 52,572 |
| as expense | 2 | 2 | (79) | (75) | 3 | (5) | (77) |
| Exchange differences | 6,285 | (1,200) | 0 | 5,085 | (1,596) | 34 | 3,523 |
| Retirement benefit obligations |
(7,841) | 319 | 0 | (7,522) | (355) | (2,148) | (10,025) |
| Capitalized borrowing cost | 1,074 | (175) | 0 | 899 | (86) | 0 | 813 |
| Other temporary differences between tax and accounting |
|||||||
| basis Total |
1,759 32,006 |
(2,869) (1,061) |
199 120 |
(911) 31,065 |
(204) (579) |
(2,658) 12,547 |
(3,773) 43,033 |
(In 000's Euros)
| Statement of | Statement of | |||
|---|---|---|---|---|
| 1/1/2009 | Income expense/(income) |
31/12/2009 | Income expense/(income) |
31/12/2010 |
| 29,473 | 2,747 | 32,220 | 1,250 | 33,470 |
| 6,145 | (1,076) | 5,069 | (1,519) | 3,550 |
| (7,499) | 398 | (7,101) | (626) | (7,727) |
| 1,074 | (175) | 899 | (87) | 812 |
| 908 31,013 |
||||
| 2,041 31,234 |
Comprehensive (2,881) (987) |
(840) 30,247 |
Comprehensive 1,748 766 |
Certain deferred tax assets and liabilities have been offset. Deferred taxes are analyzed as follows:
| (In 000's Euros) | GROUP | COMPANY | ||
|---|---|---|---|---|
| 31/12/2010 | 31/12/2009 | 31/12/2010 | 31/12/2009 | |
| Deferred tax liabilities | 65,530 | 46,975 | 42,000 | 45,214 |
| Deferred tax assets | (22,497) | (15,910) | (10,987) | (14,967) |
| Total | 43,033 | 31,065 | 31,013 | 30,247 |
Trade and other payables mainly comprise amounts outstanding for trade purchases and operating expenses. The major raw material for the Group's production of oil products is crude oil.
The average credit period received for purchases is approximately 55 days while for 2009 was 41 days.
The Company's management considers that the carrying amount of trade payables approximates their fair value. Analysis of the trade and other payables, are as follows (excluding banks):
| GROUP | COMPANY | |||
|---|---|---|---|---|
| (In 000's Euros) | 31/12/2010 | 31/12/2009 | 31/12/2010 | 31/12/2009 |
| Trade payable | 897,562 | 414,881 | 793,507 | 400,914 |
| Current liabilities of the related parties | 36 | 4 | 0 | 0 |
| Creditors | 22,429 | 17,743 | 5,080 | 7,327 |
| Other | 17,109 | 9,596 | 11,125 | 6,956 |
| Total | 937,136 | 442,224 | 809,712 | 415,197 |
The Group has financial risk management policies in place to ensure that all payables are paid within the credit timeframe.
Share capital as at 31/12/2010 was € 132,940 thousand (31/12/2009: € 33,235 thousand) consists of 110,782,980 registered shares of par value € 1.20 each and was formed after a share capital increase by € 99,705 thousand that was approved by the repeating General Assembly Meeting of the shareholders as of 10 June 2010 following a capitalization of the share premium and part of reserves and retained earnings as follows:
| (In 000's Euros) | |
|---|---|
| Balance as at 31 December 2009 | 33,235 |
| Capitalization of share premium | 49,528 |
| Capitalization of extraordinary & tax free reserves | 45,316 |
| Capitalization of retained earnings | 4,861 |
| Balance as at 31 December 2010 | 132,940 |
Share Premium of the Group and the Company as at 31/12/2010 is € 0 thousand (31/12/2009: € 49,528 thousand) and was formed following a capitalization of € 49,528 thousand as approved by the repeating General Assembly Meeting of the shareholders of 10 June 2010.
| (In 000's Euros) | |
|---|---|
| Balance as at 31 December 2009 | 49,528 |
| Transfer to share capital due to capitalization | (49,528) |
| Balance as at 31 December 2010 | 0 |
Reserves of the Group and the Company as at 31/12/2010 are € 35,684 thousand and € 32,994 respectively (31/12/2009: € 77,773 thousand and € 75,166 thousand respectively) and were so formed as follows:
| (In 000's Euros) | Legal | Special | Extraordinary | Tax-free | Total |
|---|---|---|---|---|---|
| Balance as at 31 December 2009 | 17,123 | 7,399 | 2,590 | 50,448 | 77,560 |
| Other | 213 | 0 | 0 | 0 | 213 |
| Balance as at 31 December 2009 | 17,336 | 7,399 | 2,590 | 50,448 | 77,773 |
| Transfer to Share Capital | 0 | 0 | (2,331) | (42,985) | (45,316) |
| Tax on Capitalised Reserves | 0 | 0 | (259) | (717) | (976) |
| Other | 4,203 | 0 | 0 | 0 | 4,203 |
| Balance as at 31 December 2010 | 21,539 | 7,399 | 0 | 6,746 | 35,684 |
| (In 000's Euros) | Legal | Special | Extraordinary | Tax-free | Total |
|---|---|---|---|---|---|
| Balance as at 31 December 2009 | 15,895 | 7,399 | 2,590 | 49,282 | 75,166 |
| Other | 0 | 0 | 0 | 0 | 0 |
| Balance as at 31 December 2009 | 15,895 | 7,399 | 2,590 | 49,282 | 75,166 |
| Transfer to Share Capital | 0 | 0 | (2,331) | (42,985) | (45,316) |
| Tax on Capitalised Reserves | 0 | 0 | (259) | (689) | (948) |
| Other | 4,092 | 0 | 0 | 0 | 4,092 |
| Balance as at 31 December 2010 | 19,987 | 7,399 | 0 | 5,608 | 32,994 |
According to Codified Law 2190/1920 5% of profits after tax must be transferred to a legal reserve until this amount to 1/3 of the Company's share capital. This reserve cannot be distributed but may be used to offset losses.
These are reserves of various types and according to various laws such as taxed accounting differences, differences on revaluation of share capital expressed in Euros and other special cases.
Extraordinary reserves represent prior years retained earnings and may be distributed to the shareholders with no additional tax following a relevant decision by the Annual General Assembly Meeting.
These are tax reserves created based on qualifying capital expenditures. All tax free reserves, with the exception of those formed in accordance with Law 1828/82, may be capitalized if taxed at 5% for the parent company and 10% for the subsidiaries or if distributed will be subject to income tax at the prevailing rate. There is no time restriction for their distribution.
Tax free reserve formed in accordance with Law 1828/82 can be capitalized to share capital within a period of three years from its creation without any tax obligation.
In the event of distribution of the tax free reserves of the Group, an amount of approximately € 393 mllion will be payable as tax at the tax rates currently prevailing.
| (In 000's Euros) | GROUP | COMPANY |
|---|---|---|
| Balance as at 31 December 2008 | 149,263 | 156,431 |
| Dividends | (66,470) | (66,470) |
| Profit for the year | 107,835 | 84,902 |
| Transfer to reserves | (213) | 0 |
| Balance as at 31 December 2009 | 190,415 | 174,863 |
| Profit for the year | 130,969 | 82,282 |
| Other comprehensive income for the period | (435) | (435) |
| Transfer to share capital due to capitalization | (4,861) | (4,861) |
| Tax on capitalization of reserves | 976 | 948 |
| Dividends | (55,390) | (55,390) |
| Legal Reserve | (4,203) | (4,092) |
| Balance as at 31 December 2010 | 257,471 | 193,315 |
| GROUP | ||
|---|---|---|
| (In 000's Euros) | 2010 | 2009 |
| Balance as at 31 December 2009 | 1,225 | 0 |
| Share of profits for the year | 123 | 122 |
| Non-controlling interests arising on the acquisition of "OFC | ||
| AVIATION FUEL SERVICES S.A." | 0 | 1,103 |
| Dividends payable | (209) | 0 |
| Balance as at 31 December 2009 | 1,139 | 1,225 |
"OFC AVIATION FUEL SERVICES S.A." became subsidiary and is fully consolidated since May 2009.
On 30 June 2010 the acquisition process for the acquisition of the activities of Shell group in Greece was concluded and was paid.
Specifically "MOTOR OIL (HELLAS) CORINTH REFINERIES SA" acquired from "SHELL OVERSEAS HOLDINGS LIMITED" 100% of the shares of "CORAL A.E." (ex "SHELL HELLAS S.A.") and from "SHELL GAS (LPG) HOLDINGS BV" 100% of the shares of "CORAL GAS A.E.B.E.Y." (ex "SHELL GAS COMMERCIAL AND INDUSTRIAL S.A."). Following the relevant audits and reviews and in accordance to the Share Purchase Agreement, the interim considerations amount to € 61,776 thousand for "CORAL A.E." and € 26,585 thousand for "CORAL GAS A.E.B.E.Y.".
The final valuation of the fair value of assets and liabilities obtained from the acquisition of the above mentioned companies will be finalized by 30.6.2011 in accordance with the provision of IFRS 3.
The interim financial information about the assets and liabilities of the above acquired companies in accordance with "IFRS 3", as at the acquisition date are as follows:
(In 000's Euros)
| Fair value | Previous | |
|---|---|---|
| recognized | Carrying | |
| Assets | on acquisition | Value |
| Non-current assets | 189,323 | 142,663 |
| Inventories | 44,184 | 44,184 |
| Trade and other receivables | 133,306 | 133,306 |
| Cash and cash equivalents | 26,161 | 26,161 |
| Total assets | 392,974 | 346,314 |
| Liabilities | ||
| Non-current liabilities | 141,065 | 133,613 |
| Current liabilities | 138,961 | 138,961 |
| Total liabilities | 280,026 | 272,574 |
| Equity | 112,948 | 73,740 |
| Gain from bargain purchase of subsidiary | (51,172) | |
| Cash paid | 61,776 | |
| Cash flows for the acquisition: | ||
| Cash paid | 61,776 | |
| Cash and cash equivalent acquired | ||
| (26,161) | ||
| Net cash outflow for the acquisition | 35,615 |
The amount of € 51.2 million (gain on bargain purchase) is included in "Share of profit/(loss) of associates" of the statement of comprehensive income of the year. The sales revenue of the acquired company during the after the acquisition period (1/7-31/12/2010) was € 1,313,958 thousand and the net loss included in the consolidation € 605 thousand. Based on the interim financial information for the acquisition, had the company been acquired from the beginning of the current period the sales revenue to be included in the consolidation would have been approximately € 2,485,944 million and the net loss to be included in the consolidation would have been approximately € 33,267 million.
The fair values of the acquired assets and liabilities assumed are at an interim stage.
(In 000's Euros)
| Fair value | Previous | |
|---|---|---|
| recognized | Carrying | |
| Assets | on acquisition | Value |
| Non-current assets | 21,533 | 15,079 |
| Inventories | 1,249 | 1,249 |
| Trade and other receivables | 7,621 | 7,621 |
| Cash and cash equivalents | 4,013 | 4,013 |
| Total assets | 34,416 | 27,962 |
| Liabilities | ||
| Non-current liabilities | 6,983 | 6,983 |
| Current liabilities | 6,063 | 6,063 |
| Total liabilities | 13,046 | 13,046 |
| Equity | 21,370 | 14,916 |
| Gain from bargain purchase of subsidiary | 5,215 | |
| Cash paid | 16,155 | |
| Cash flows for the acquisition: | ||
| Cash paid | 26,585 | |
| Cash and cash equivalent acquired | (4,013) | |
| Net cash outflow for the acquisition | 22,572 |
The sales revenue of the acquired company during the after the acquisition period (1/7-31/12/2010) was € 36,284 thousand and the net profit included in the consolidation was € 1,113 thousand. Based on the interim financial information for the acquisition, had the company been acquired from the beginning of the current period the sales revenue to be included in the consolidation would have been € 65,912 thousand and the net profit to be included in the consolidation would have been € 308 thousand.
The fair values of the acquired assets and liabilities assumed are preliminary and pending finalization.
.
Within August 2010 the company established, jointly with "MYTILINEOS HOLDINGS S.A.", "M and M GAS Co S.A." with a share capital of € 2.000.000 where the Group participates with a 50% stake. The major activity of the new company is trading of natural gas.
There are legal claims by third parties against the Group amounting to approximately € 79.7 million (Company: approximately € 10.7 million). Included in the Group amount, there is an amount of € 19.7 million that concerns a fine imposed by the Competition Committee to "CORAL A.E." (Ex "Shell Hellas S.A.") in 2008. In case there is an unappealable court decision against "CORAL A.E.", then its previous parent company "Shell Overseas Holdings Limited" has a contractual commitment, according to the SPA, to pay the final amount charged. There are also legal claims of the Group against third parties amounting to approximately € 106.9 million (Company: approximately € 74.0 million). No provision has been made as all above cases concern legal claims where the final outcome cannot be currently estimated.
The Company, as well as "AVIN OIL S.A.", "CORAL A.E.", "HERMES Α.Ε.Μ.Ε.Ε.", "MYRTEA Α.Ε.", "CORAL Μ.Ε.P.Ε.", "R.A.P.I. A.E." and "CORAL GAS A.E.B.E.Y." have not been subject to a tax audit for the year 2009 and 2010. "OFC AVIATION FUEL SERVICES S.A." , "CORAL FINANCE Α.Ε.", "MAKREON S.A.", "KORINTHOS POWER S.A." and "SHELL & MOH AVIATION A.E.", has not been subject to a tax audit for the year 2010. 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 31/12/2010, amounts to approximately € 19 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 bank accounts of the subsidiary "OFC AVIATION FUEL SERVICES S.A." are pledged as collateral for its bond loan repayment.
The total amount of letters of guarantee given as security for Group companies' liabilities as at 31/12/2010, amounted to € 130,245 thousand. The respective amount as at 31/12/2009 was € 87,979 thousand.
The total amount of letters of guarantee given as security for the Company's liabilities as at 31/12/2010, amounted to € 18,606 thousand. The respective amount as at 31/12/2009 was € 31,082 thousand.
Finance leases relate to vehicles with lease terms of 5 years. The Company has the option to purchase the vehicles for a minimal amount at the conclusion of the lease agreements.
| (In 000's Euros) | COMPANY | |||
|---|---|---|---|---|
| Lease payments | Present value of lease | |||
| payments | ||||
| 31/12/2010 | 31/12/2009 | 31/12/2010 | 31/12/2009 | |
| No later than one year | 225 | 224 | 221 | 215 |
| Later than two years and not later than five years | 8 | 233 | 8 | 230 |
| Later than five years | - | - | - | - |
| 233 | 457 | 229 | 445 | |
| Less future finance charges | (4) | (12) | - | - |
| Present value of minimum lease payments | 229 | 445 | 229 | 445 |
| Included in the financial statement as: | ||||
| Current borrowings (note 22) | 221 | 215 | ||
| Non-current borrowings (note 22) | 8 | 230 |
The management considers that the carrying amount of the finance lease liabilities approximate their fair value.
Motor Oil's operating leases mainly represent rentals for certain of its office properties and transportation means. Subsidiaries, "Avin Oil S.A.", "CORAL S.A." and "CORAL GAS A.E.B.E.Y." leasing contracts pertain mostly to premises for gas stations which are then subleased to co-operating gas station operators and transportation means.
| GROUP | COMPANY | |||
|---|---|---|---|---|
| (In 000's Euros) | 31/12/2010 | 31/12/2009 31/12/2010 | 31/12/2009 | |
| Lease payments under operating leases recognized as an | ||||
| expense for the year | 20,159 | 12,720 | 5,519 | 5,995 |
At the Statement of Financial Position date, the Group and the Company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| (In 000's Euros) | 31/12/2010 | 31/12/2009 | 31/12/2010 | 31/12/2009 |
| Within one year | 26,066 | 12,786 | 4,725 | 6,161 |
| From the second to fifth year inclusive | 93,915 | 49,023 | 19,429 | 26,434 |
| After five years | 124,007 | 40,485 | 1,464 | 9,470 |
Average lease term for offices and transportation means are nine and four years respectively. The average lease term for gas stations premises is ten years.
Rental income from operating lease contracts recognized as year income.
| GROUP | COMPANY | |||
|---|---|---|---|---|
| (In 000's Euros) | 31/12/2010 | 31/12/2009 | 31/12/2010 | 31/12/2009 |
| Rental income earned during the year | 5,505 | 5,095 | 301 | 260 |
At the Statement of Financial Position date, the Group has contracted with tenants for the following future minimum lease payments:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| (In 000's Euros) | 31/12/2010 | 31/12/2009 | 31/12/2010 | 31/12/2009 |
| Within one year | 5,765 | 5,020 | 299 | 298 |
| From the second to fifth year inclusive | 21,731 | 16,127 | 1,189 | 984 |
| After five years | 27,325 | 21,521 | 8,233 | 7,255 |
Rental income of the Group mostly concerns subleases of "Avin Oil S.A.", "Coral A.E." and "Coral Gas A.E.B.E.Y." suitable to operate as gas stations. The average lease term is ten years.
| (In 000's Euros) | COMPANY | ||||
|---|---|---|---|---|---|
| 31/12/2010 | 31/12/2009 | 31/12/2008 | |||
| Arising from government grant | 5,703 | 6,374 | 7,055 | ||
| Non-Current | 5,032 | 5,703 | 6,383 | ||
| Current | 671 | 671 | 672 | ||
| 5,703 | 6,374 | 7,055 |
Government Grants are applicable only for the Company.
Transactions between the Company and its subsidiaries, have been eliminated on consolidation. Details of transactions between the Company and its subsidiaries and other related parties are set below:
| (In 000's Euros) | Income | Expenses | Receivables | Payables | |||
|---|---|---|---|---|---|---|---|
| Associates | 158,908 | 2,754 | 9,737 | 36 | |||
| COMPANY | |||||||
| (In 000's Euros) | Income | Expenses | Receivables | Payables | |||
| Subsidiaries | 850,215 | 2,081 | 110,946 | 381 | |||
| Associates | 157,189 | 2,329 | 9,656 | 0 | |||
| Total | 1,007,404 | 4,410 | 120,602 | 381 |
Sales of goods to related parties were made on an arm's length basis.
The amounts outstanding will be settled in cash. An amount of \$ 2,500 thousand has been granted by the related party "SEKAVIN S.A." as guarantee.
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 1/1–31/12/2010 and 1/1–31/12/2009 amounted to € 3,732 thousand and € 2,671 thousand respectively. (Company: 1/1–31/12/2010: € 2,427 thousand, 1/1–31/12/2009: € 2,374 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 1/1–31/12/2010 amounted to € 335 thousand and 1/1–31/12/2009 amounted to € 259 thousand respectively. (Company: 1/1–31/12/2010: € 240 thousand, 1/1–31/12/2009: € 246 thousand)
There are no leaving indemnities to key management for the Group and the Company for the period 1/1– 31/12/2010 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.
The Group ´s obligations to its employees in relation to the future payment of benefits in proportion to their time of service are based on an actuarial study. This liability is computed and presented in the Statement of Financial Position date based on the expected vested benefit of every employee. The vested benefit is presented at its present value based on expected date of payment.
The Group operates funded defined benefit plans for qualifying employees who work for "Motor Oil (Hellas) S.A." and its subsidiaries "Avin Oil S.A." and "CORAL S.A.". According to the terms of plans, the employees are entitled to retirement benefits either as a lump some or monthly life instalments which depend on each employee's final salary upon retirement and the years of service with the Group. There are also defined contribution plans at the subsidiaries "Coral Finance S.A." and "Coral Gas A.E.B.E.Y.". In addition the Group is obligated to pay retirement compensation to its employees in accordance with Law 2112/1920, based on the above mentioned rights and retirement age limits. No other post-retirement benefits are provided.
The most recent actuarial valuations of plan assets and the present value of the defined benefit obligation as well as of the obligation for retirement compensation to personnel were carried out at 31 December 2010 by an independed certified actuary. The present value of the defined benefit obligations, and the related current service cost, were measured using the projected unit credit method.
| Valuation at: | |||
|---|---|---|---|
| 31/12/2010 | 31/12/2009 | ||
| Key assumptions used: | |||
| Discount rate | 4.50% | 6.00% | |
| Expected return on plan assets | |||
| 4.50% | 6.00% | ||
| Expected rate of salary increases | 2.00% | 2.50% |
The amount recognized in the Statement of Financial Position in respect of the defined benefit retirement benefit plans are as follows:
| (In 000's Euros) | GROUP | COMPANY | ||
|---|---|---|---|---|
| 31/12/2010 | 31/12/2009 | 31/12/2010 | 31/12/2009 | |
| Present value of unfunded plan obligation | 47,805 | 37,196 | 37,531 | 34,930 |
| Present value of funded defined benefit obligation | 43,916 | 28,896 | 27,311 | 26,236 |
| Fair value of plan assets | (42,806) | (28,603) | (26,205) | (25,760) |
| Deficit | 1,110 | 293 | 1,106 | 476 |
| Net liability recognized in the Statement of Financial | ||||
| Position | 48,915 | 37,489 | 38,637 | 35,406 |
| Current provision for retirement benefit | 3,405 | 3,686 | 3,360 | 3,686 |
| Non-current provision for retirement benefit | 45,510 | 33,803 | 35,277 | 31,720 |
| Total | 48,915 | 37,489 | 38,637 | 35,406 |
Amounts recognized in the Statement of Comprehensive Income in respect of these defined benefit schemes are as follows:
| (In 000's Euros) | GROUP | COMPANY | ||
|---|---|---|---|---|
| 31/12/2010 | 31/12/2009 | 31/12/2010 | 31/12/2009 | |
| Current service cost | 9,822 | 5,478 | 8,716 | 4,878 |
| Interest cost less Expected return on plan assets | 1,447 | 2,082 | 2,125 | 1,987 |
| Net expense recognized in the Statement of Comprehensive Income |
11,269 | 7,560 | 10,841 | 6,865 |
The return on plan assets for the current year for the Group and the Company amounts to € 2,431 thousand and € 1,546 thousand respectively.
The above recognized expense is included into the Group's and the Company's operating expenses as follows: (In 000's Euros) GROUP COMPANY
| 31/12/2010 | 31/12/2009 | 31/12/2010 | 31/12/2009 | |
|---|---|---|---|---|
| Cost of Sales | 9,696 | 7,015 | 9,790 | 6,995 |
| Administration expenses | 1,474 | 271 | 1,131 | (105) |
| Distribution expenses | 99 | 274 | (80) | (25) |
| 11,269 | 7,560 | 10,841 | 6,865 |
Movements in the present value of the defined benefit obligations in the current year are as follows:
| (In 000's Euros) | GROUP | COMPANY | ||
|---|---|---|---|---|
| 31/12/2010 | 31/12/2009 | 31/12/2010 | 31/12/2009 | |
| Opening Defined benefit obligation | 66,092 | 68,117 | 61,167 | 64,032 |
| From acquisition of subsidiary | 21,637 | 0 | 0 | 0 |
| Service cost | 9,679 | 4,963 | 8,029 | 4,300 |
| Interest cost | 3,951 | 3,683 | 3,670 | 3,458 |
| Benefits paid | (9,638) | (10,671) | (8,023) | (10,623) |
| Closing Defined benefit obligation | 91,721 | 66,092 | 64,842 | 61,167 |
Movements in the present value of the plan assets in the current year were as follows:
| (In 000's Euros) | GROUP | COMPANY | ||
|---|---|---|---|---|
| 31/12/2010 | 31/12/2009 | 31/12/2010 | 31/12/2009 | |
| Opening fair value of plan assets | 28,603 | 29,609 | 25,760 | 27,242 |
| From acquisition of subsidiary | 12,494 | 0 | 0 | 0 |
| Expected return on plan assets | 2,431 | 1,599 | 1,546 | 1,472 |
| Contributions from the employer | 2,240 | 2,293 | 1,789 | 1,898 |
| Benefits paid | (2,962) | (4,898) | (2,890) | (4,852) |
| Closing fair value of plan assets | 42,806 | 28,603 | 26,205 | 25,760 |
| GROUP | COMPANY | |||
|---|---|---|---|---|
| (In 000's Euros) | 31/12/2010 | 31/12/2009 | 31/12/2010 | 31/12/2009 |
| Available-for-sale investments | 937 | 927 | 937 | 927 |
| Trade and other receivables (including cash and cash equivalents) |
535,370 | 348,101 | 316,018 | 261,548 |
| GROUP | COMPANY | |||
|---|---|---|---|---|
| (In 000's Euros) | 31/12/2010 | 31/12/2009 | 31/12/2010 | 31/12/2009 |
| Bank loans | 905,163 | 686,905 | 622,000 | 570,036 |
| Trade and other payables | 937,136 | 442,224 | 809,712 | 415,197 |
| Deferred income | 5,703 | 6,374 | 5,703 | 6,374 |
The Group manages its capital to ensure that Group companies will be able to continue as a going concern while maximising the return to stakeholders through the optimisation of the debt to equity ratio. The capital structure of the Group consists of debt, which includes the borrowings disclosed in note 22, cash and cash equivalents in note 21 and equity attributable to equity holders of the Parent Company, comprising issued capital, share premium, reserves, retained earnings and non-controlling interests as disclosed in notes 25,26,27, 28 and 29 respectively. The Group's management reviews the capital structure on a frequent basis. As a part of this review, management considers 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 repayment of existing debt.
The Group's management reviews the capital structure on a frequent basis. As part of this review, management considers the cost of capital and the risks associated with each class of capital.
The gearing ratio at the year end was as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| (In 000's Euros) | 31/12/2010 | 31/12/2009 | 31/12/2010 | 31/12/2009 |
| Bank loans | 905,163 | 686,905 | 622,000 | 570,036 |
| Cash and cash equivalents | (55,125) | (26,046) | (25,136) | (15,021) |
| Net debt | 850,038 | 660,859 | 596,864 | 555,015 |
| Equity | 427,234 | 352,176 | 359,249 | 332,792 |
| Net debt to equity ratio | 1.99 | 1.88 | 1.66 | 1.67 |
The Group's Treasury function provides services to the business by co-ordinating access to domestic and international financial markets, considering and monitoring financial risks relating to the operations of the Group. These risks include market risk (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, which 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 addresses the risk resulting from the fluctuation of oil prices by maintaining inventory levels at a minimum. Furthermore, any change in the pertaining refinery margin, denominated in USD, affects the Company's gross margin. There has been no change in the Group's exposure to market risks or the manner in which it manages and measures these risks. Considering the adverse conditions in the oil refining and trading sector, which mainly prevailed during the fourth quarter of 2009, the profitability at Group as well as Company level is regarded as adequate.
The Group undertakes certain transactions denominated in foreign currencies. Hence, exposures to exchange rate fluctuations may arise. In addition, due to the use of the international Platts prices in USD for oil purchases/sales, the exchange rate of EUR/USD is a significant factor affecting the Company's profit margins. It is the strategy of the Group to minimize foreign currency risks through physical hedging, mostly by monitoring assets and liabilities in foreign currencies.
In addition to the above, part of the Company's liabilities is expressed in CHF, a fact nevertheless, that does not impose a material risk since the amount is not material.
The Group has access to various major domestic and international financial markets and manages to succeed borrowings with very competitive interest rates and terms. Hence, the operating expenses and cash flows from financing activities are not materially affected by interest rates fluctuations.
Had the current interest rates been 50 basis points higher/lower, all other variables kept constant, the Group's profit for the year ended 31 December 2010 could have decreased/increased by approximately € 5.3 million.
The Group's credit risk is primary attributable to its trade and other receivables, as cash and cash equivalents are deposited with well known banks.
The Company's trade receivables are significantly concentrated, due to a limited number of customers comprising a high percentage of the balance. Most of them are international well known oil companies and consequently the credit risk is very limited. None of them exceeds the 10%, of the total year to date sales revenue, during the year. Group companies have signed contracts with their clients, where the product prices are determined according to the corresponding current prices in the international oil market during the year of transactions. In addition the Company, as a policy, obtains letters of guarantee from its clients in order to secure its receivables or has mortgages, which as at 31/12/2010 amounted to € 24,600 thousand. As far as receivables of the subsidiaries 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 bank loan facilities granted, utilized and unutilized. In order to address such risks, Group's management is in the position to monitor the balance of cash and cash equivalents and to ensure available bank loans facilities. Debt to equity ratio (Group: 2010:2.12 2009:1.95 – Company: 2010:1,73 2009:1.71).
The following tables present the Group's remaining contractual maturity for its financial liabilities:
| GROUP 2010 |
||||||
|---|---|---|---|---|---|---|
| (In 000's Euros) | Weighted average effective |
|||||
| Trade & other payables | interest rate - |
0-6 months 937,136 |
6-12 months - |
1-5 years - |
5 + years - |
Total 937,136 |
| Finance leases | 2.49% | 110 | 111 | 8 | - | 229 |
| Bank loans Total |
3.39% | 525,134 1,462,380 |
85,000 85,111 |
289,809 289,817 |
4,991 4,991 |
904,934 1,842,299 |
| 2009 | ||||||
|---|---|---|---|---|---|---|
| Weighted | ||||||
| average | ||||||
| (In 000's Euros) | effective | |||||
| interest | 0-6 | 6-12 | ||||
| rate | months | months | 1-5 years | 5 + years | Total | |
| Trade & other payables | - | 442,224 | - | - | - | 442,224 |
| Finance leases | 4.64% | 107 | 108 | 230 | - | 445 |
| Bank loans | 2.30% | 417,306 | 15,000 | 248,090 | 6,064 | 686,460 |
| Total | 859,637 | 15,108 | 248,320 | 6,064 | 1,129,129 |
The following tables present the Company's remaining contractual maturity for its financial liabilities:
| COMPANY | ||||||
|---|---|---|---|---|---|---|
| 2010 | ||||||
| Weighted | ||||||
| average | ||||||
| (In 000's Euros) | effective | |||||
| interest | 0-6 | 6-12 | ||||
| rate | months | months | 1-5 years | 5 + years | Total | |
| Trade & other payables | - | 809,712 | - | - | - | 809,712 |
| Finance leases | 2.49% | 110 | 111 | 8 | - | 229 |
| Bank loans | 3.21% | 422,742 | 85,000 | 114,029 | - | 621,771 |
| Total | 1,232,564 | 85,111 | 114,037 | - | 1,431,712 |
| COMPANY 2009 |
|||||||
|---|---|---|---|---|---|---|---|
| (In 000's Euros) | Συνολικό Μέσο Επιτόκιο |
0-6 μήνες | 6-12 μήνες | 1-5 χρόνια | 5 + χρόνια | Σύνολο | |
| Trade & other payables | - | 415,197 | - | - | - | 415,197 | |
| Finance leases | 4.64% | 107 | 108 | 230 | - | 445 | |
| Bank loans | 2.20% | 362,446 | 15,000 | 192,145 | - | 569.591 | |
| Total | 777,750 | 15,108 | 192,375 | - | 985,233 |
The total fees charged by the audit firms during 2010 are as follows:
| (In 000's Euros) | GROUP | COMPANY |
|---|---|---|
| Fees for the statutory audit of the Financial Statements | 438 | 190 |
| Fees for other audit services | 175 | 120 |
| Total | 613 | 310 |
The Extraordinary General Meeting of the shareholders of 14 March 2011 approved the issue of three common bond loans up to € 200 mil, € 50 mil. and € 50 mil. respectively, replacing existing short term bank borrowings. In addition the EGM approved the issue of two common bond loans up to € 50 mil. and USD 100 mil. respectively, in order to raise new capital for the increased more permanent working capital needs of the Company. The Company's Board of Directors was authorised by the EGM to negotiate the special terms of the loans with the banks. In addition it was announced at the EGM about the changes in the BoD structure (Mr Th. Chr. Voutsaras and Mr M. I. Stiakakis were elected as members, replacing Ms M. E. L. Theodoroulaki and Ms D. N. Manoli). There are no other events that could have a material impact on the Group's and Company's financial structure or operations that have occurred since 31/12/2010 up to the date of issue of these financial statements.
Hadjipavlou Sofianos & Cambanis S.A.
Assurance & Advisory Services
3a Fragoklissias & Granikou Str. GR – 151 25 Maroussi 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 audited the accompanying Company stand-alone and consolidated financial statements of the Company "Motor Oil (Hellas) Corinth Refineries S.A." and its subsidiaries, which comprise the Company stand-alone and consolidated statement of financial position as at December 31, 2010, and the Company stand-alone and consolidated statements of comprehensive income, changes in equity and cash flow for the year then ended, as well as a summary of significant accounting policies and other explanatory notes.
Management is responsible for the preparation and fair presentation of these Company stand-alone and consolidated financial statements in accordance with International Financial Reporting Standards as these have been adopted by the European Union, as well as for these internal controls that management considers necessary for the preparation of Company stand-alone and consolidated financial statements that are free from material misstatement, whether due to fraud or error.
Our responsibility is to express an opinion on these Company stand-alone and consolidated financial statements based on our audit. We conducted our audit in accordance with the International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the Company stand-alone and consolidated financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the Company stand-alone and consolidated financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the Company stand-alone and consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the Company stand-alone and consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the Company stand-alone and consolidated financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
In our opinion, the accompanying Company stand-alone and consolidated financial statements present fairly, in all material respects, the financial position of the Company "Motor Oil (Hellas) Corinth Refineries S.A." and of its subsidiaries as of December 31, 2010, and of their financial performance and their cash flows for the year then ended in accordance with International Financial Reporting Standards as these were adopted by the European Union.
Athens, March 15, 2011
The Certified Public Accountant Tilemachos Ch. Georgopoulos Reg. No. SOEL: 19271 Deloitte. Hadjipavlou Sofianos & Cambanis S.A. 3a Fragoklissias & Granikou str., 151 25 Maroussi Reg. No. SOEL: E.120
(Published in terms of Codified Law 2190 article 135, for companies that prepare company and or group annual financial statements, in accordance with the IFRS) The financial data and information below provide general information about the financial position and the results of MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. and the Group. Readers requiring full information on the financial position and results should refer to the annual financial statements, prepared in accordance with International Financial Reporting Standards, as well as with the auditors' report. Indicatively, readers may visit the company's website where the above mentioned information can be found.
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
| INFORMATION ABOUT THE COMPANY | STATEMENT OF COMPREHENSIVE INCOME | GROUP | COMPANY | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Amounts in thd Euro | Amounts in thd Euro | ||||||||
| Authority: | Ministry of Development | 01.01-31.12.2010 01.01-31.12.2009 01.01-31.12.2010 01.01-31.12.2009 | |||||||
| Company's website: | www.moh.gr | Turnover | 6,184,435 | 3,938,935 | 4,879,266 | 3,493,334 | |||
| Board of Directors: | Chairman and Managing Director: Vardis J. Vardinoyannis | Gross profit / (loss) | 317,650 | 214,559 | 197,077 | 158,514 | |||
| Vice-Chairman: Ioannis V. Vardinoyannis, Panagiotis N. Kontaksis, Deputy Managing Directors: Ioannis N. Kosmadakis, Petros | Profit / (loss) before tax and interest | 163,459 | 155,349 | 154,316 | 146,480 | ||||
| T.Tzannetakis, Members: Demosthenes N. Vardinoyannis, Nikos Th. Vardinoyannis, George P. Alexandridis, Theofanis Chr. Voutsaras, | Profit / (loss) before tax | 177,018 | 155,601 | 126,621 | 130,406 | ||||
| Konstantinos V. Maraveas, Antonios Th. Theocharis, Michael-Matheos J. Stiakakis. | Profit / (loss) after tax (A) | 131,092 | 107,957 | 82,282 | 84,902 | ||||
| Approval date of the annual financial statements: | 14 March 2011 | ||||||||
| The certified auditor: | Tilemachos Ch. Georgopoulos | -Shareholders | 130,969 | 107,835 | 82,282 | 84,902 | |||
| Auditing company: | Deloitte. | -Non-controlling interest | 123 | 122 | 0 | 0 | |||
| Auditors' report: | Unqualified opinion | ||||||||
| STATEMENT OF FINANCIAL POSITION | Other comprehensive income after tax (B) | (435) | 0 | (435) | 0 | ||||
| GROUP | COMPANY | Total comprehensive income after tax (Α)+(Β) | 130,657 | 107,957 | 81,847 | 84,902 | |||
| Amounts in thd Euro | Amounts in thd Euro | ||||||||
| 31.12.2010 | 31.12.2009 | 31.12.2010 | 31.12.2009 | -Shareholders | 130,534 | 107,835 | 81,847 | 84,902 | |
| ASSETS | -Non-controlling interest | 123 | 122 | 0 | 0 | ||||
| Property, plant and equipment | 1,118,306 | 902,073 | 884,571 | 853,934 | |||||
| Ιntangible assets | 58,727 | 40,376 | 302 | 581 | Earnings per share - basic (in Euro) | 1.1833 | 0.9745 | 0.7427 | 0.7664 |
| Other non-current assets | 80,085 | 37,980 | 147,025 | 48,086 | Proposed dividend per share - (In Euro) | 0 | 0 | 0.2500 | 0.70000 |
| Inventories | 601,596 | 254,103 | 535,337 | 248,478 | Profit / (loss) before tax, interest and depreciation | 236,870 | 211,443 | 214,352 | 196,454 |
| Trade receivables | 385,108 | 290,022 | 255,691 | 224,894 | STATEMENT OF CASH FLOWS | ||||
| Other current assets | 150,262 | 58,079 | 60,459 | 36,654 | Indirect Method | GROUP | COMPANY | ||
| TOTAL ASSETS | 2,394,084 | 1,582,633 | 1,883,385 | 1,412,627 | Amounts in thd Euro | Amounts in thd Euro | |||
| Operating activities | 01.01-31.12.2010 01.01-31.12.2009 01.01-31.12.2010 01.01-31.12.2009 | ||||||||
| TOTAL EQUITY AND LIABILITIES | Profit / (loss) before tax | 177,018 | 155,601 | 126,621 | 130,406 | ||||
| Share capital | 132,940 | 33,235 | 132,940 | 33,235 | Plus / Less adjustments for: | ||||
| Other shareholders' equity | 293,155 | 317,716 | 226,309 | 299,557 | Depreciation | 74,081 | 56,767 | 60,707 | 50,648 |
| Total shareholders' equity (a) | 426,095 | 350,951 | 359,249 | 332,792 | Provisions | 3,376 | 647 | 3,397 | (1,127) |
| Non-controlling interest (b) | 1,139 | 1,225 | 0 | 0 | |||||
| Total equity (c) = (a) + (b) | 427,234 | 352,176 | 359,249 | 332,792 | Exchange differences | 19,682 | 5,314 | 19,690 | 5,344 |
| Long term borrowings | 294,808 | 254,384 | 114,037 | 192,375 | Investment income (expenses) | (51,988) | (21,353) | (2,511) | (979) |
| Interest and related expenses | 39,881 | 20,652 | 29,828 | 16,645 | |||||
| Other non-current liabilities | 102,455 | 71,852 | 71,322 | 67,670 | Movements in working capital: | ||||
| Short term borrowings | 610,355 | 432,521 | 507,963 | 377,661 | Decrease / (increase) in inventories | (302,061) | (18,574) | (286,859) | (14,774) |
| Other current liabilities | 959,232 | 471,700 | 830,814 | 442,129 | Decrease / (increase) in receivables | (22,602) | (29,326) | (45,558) | (47,393) |
| Total liabilities (d) | 1,966,850 | 1,230,457 | 1,524,136 | 1,079,835 | (Decrease) / increase in payables (excluding loans) | 411,211 | 145,835 | 396,490 | 152,061 |
| TOTAL EQUITY & LIABILITIES (c) + (d) | 2,394,084 | 1,582,633 | 1,883,385 | 1,412,627 | Less: | ||||
| Interest and related expenses paid | (38,368) | (21,523) | (28,615) | (16,897) | |||||
| Taxes paid | (54,034) | (18,319) | (49,076) | (16,688) | |||||
| STATEMENT OF CHANGES IN EQUITY | Net cash (used in) / from operating activities (a) | 256,196 | 275,721 | 224,114 | 257,246 | ||||
| GROUP | COMPANY | Investing activities | |||||||
| Amounts in thd Euro | Amounts in thd Euro | (Increase) / decrease of interest in subsidiaries and associates | (68,749) | 1.583 | (98,923) | (3,491) | |||
| 31.12.2010 | 31.12.2009 | 31.12.2010 | 31.12.2009 | Purchase of tangible and intangible assets | (123,189) | (198,521) | (91,534) | (191,221) | |
| Equity opening balance | Proceeds from the sale of tangible and other intangible assets | 2,126 | 1,211 | 487 | 2 | ||||
| (01.01.2010 and 01.01.2009 respectively) | 352,176 | 309,586 | 332,792 | 314,360 | Interest received | 539 | 205 | 499 | 167 |
| Non-controlling interest arising on the | Dividends received | 112 | 156 | 1,191 | 156 | ||||
| acquisition of subsidiary | 0 | 1,103 | 0 | 0 | Net cash (used in) / from investing activities (b) | (189,161) | (195,366) | (188,280) | (194,387) |
| Comprehensive income after tax | 130,657 | 107,957 | 81,847 | 84,902 | Financing activities | ||||
| Dividends paid | (55,599) | (66,470) | (55,390) | (66,470) | Proceeds from loans | 1,245,641 | 1,051,369 | 1,054,378 | 911,207 |
| Equity closing balance | Repayments of loans | (1,227,783) | (1,048,211) | (1,024,492) | (900,352) | ||||
| (31.12.2010 and 31.12.2009 respectively) | 427,234 | 352,176 | 359,249 | 332,792 | Repayments of finance leases | (215) | (205) | (215) | (205) |
| Dividends paid | (55,599) | (66,470) | (55,390) | (66,470) | |||||
| Net cash (used in) / from financing activities (c) | (37,956) | (63,517) | (25,719) | (55,820) | |||||
| Net Increase / (decrease) in cash and cash equivalents (a)+(b)+( c) | 29,079 | 16,838 | 10,115 | 7,039 | |||||
| Cash and cash equivalents at beginning of the year | 26,046 | 9,208 | 15,021 | 7,982 | |||||
| Cash and cash equivalents at year end | 55,125 | 26,046 | 25,136 | 15,021 | |||||
| FURTHER INFORMATION |
1. Please refer to note 16 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.", "ELECTROPARAGOGI SOUSSAKI S.A.", and "NUR-MOH HELIOTHERMAL S.A." are not consolidated but are stated at cost due to their insignificance or/and because they are dormant (note 16 in the financial statements). Included in the consolidation for the first time are the newly acquired companies "CORAL Α.Ε.", "CORAL FINANCE HΕLLΑS Α.Ε.", "HΕRΜES Α.Ε.Μ.Ε.Ε.", "ΜΥRΤΕΑ Α.Ε.", "CORAL M.E.P.E.", "CORAL GAS A.E.B.E.Y.", "SHELL & MOH Α.Ε.", "R.A.P.I. S.A." and "M and M GAS Co S.A.".
2. There are legal claims by third parties against the Group amounting to approximately Euro 79.7 million (Company: approximately Euro 10.7). There are also legal claims of the Group against third parties amounting to approximately Euro 106.9 million (Company: approximately Euro 74.0 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 3,837 thousand (Company: Euro 0 thousand), and b) provision for staff leaving indemnities Euro 48,915 thousand (Company: Euro 38,637 thousand).
9. Transactions and balances of the Group and the Company, with related parties according to IAS 24 in Euro thousand:
| GROUP | COMPANY | |
|---|---|---|
| INCOME | 158,908 | 1,007,404 |
| EXPENSES | 2,754 | 4,410 |
| RECEIVABLES | 9,737 | 120,602 |
| PAYABLES | 36 | 381 |
| OTHER BENEFITS & REMUNERATION OF BoD MEMBERS AND TOP MANAGEMENT | 4,067 | 2,667 |
| RECEIVABLES FROM BoD MEMBERS AND TOP MANAGEMENT | 0 | 0 |
| PAYABLES TO BoD MEMBERS AND TOP MANAGEMENT | 0 | 0 |
PREF.REG. No. 1482/06/B/86/26
HEADQUARTERS: 12A IRODOU ATTIKOU STR.,151 24 MAROUSSI
The present document contains all the information required by article 10 of the Law 3401/2005 which MOTOR OIL (HELLAS) S.A. publicized during the fiscal year 2010. Pursuant to paragraph (a) of article 1 of the Hellenic Capital Market Commission decision 7/448/11.10.2007, this document forms part of the Year 2010 Financial Report of the Company which is provided for by article 4 of the Law 3556/2007.
The full text of the announcements is available at the website of MOTOR OIL (HELLAS) S.A. at the electronic address www.moh.gr at the particular menu options as these are indicated through reference numbers at the right hand column of the table on the next page.
The menu options corresponding to the reference numbers are presented hereunder:
| Note | Company Website Menu Options (http://www.moh.gr/) |
|---|---|
| 1 | Investor Relations / Announcements – Press Releases / Other Issues |
| 2 | Corporate News / News |
| 3 | Investor Relations / Financial Information / Full Year Financial Reports |
| 4 | Investor Relations / Announcements – Press Releases / General Shareholders' Meetings |
| 5 | Investor Relations / Announcements – Press Releases / Dividend |
| 6 | Investor Relations / Dividend per Share & Record Dates |
| 7 | Investor Relations / Financial Information / Quarterly Financial Statements |
| 8 | Investor Relations / Financial Information / Half Year Financial Reports |
| YEAR 2010 STOCK EXCHANGE ANNOUNCEMENTS | Note | |
|---|---|---|
| January 28 | Announcement regarding Stock Exchange transactions with subject Company shares effected by persons and/or legal entities falling under such acknowledgment obligation (Laws 3556/2007 and 3340/2005) |
1 |
| February 9 | Announcement regarding Stock Exchange transactions with subject Company shares effected by persons and/or legal entities falling under such acknowledgment obligation (Laws 3556/2007 and 3340/2005) |
1 |
| February 19 | Year 2010 Financial Calendar | 2 |
| March 4 | Publication of Year 2009 Financial Results | 3 |
| March 5 | Annual Briefing to Analysts | 2 |
| April 27 | Invitation to the Annual Ordinary General Shareholders' Meeting (May 27, 2010) | 4 |
| May 5, 7, 12, 18, 19, 25, 27 & 31 |
Announcement regarding Stock Exchange transactions with subject Company shares effected by persons and/or legal entities falling under such acknowledgment obligation (Laws 3556/2007 and 3340/2005) |
1 |
| May 6 & 31 | Shareholder Voting Rights Percentage Change (Law 3556/2007) | 1 |
| May 7 | Acknowledgment of publication date of Q1 2010 Financial Results | 2 |
| May 18 | Addition of item to the agenda of the Annual Ordinary General Shareholders' Meeting | 4 |
| May 20 | Comment on Press Release Publications | 1 |
| May 27 | Publication of Q1 2010 Financial Results | 7 |
| May 27 | Payment of the Dividend Remainder amount for the year 2009 | 5, 6 |
| May 28 | Decisions of the Annual Ordinary General Shareholders' Meeting of May 27, 2010 | 4 |
| June 2 June 2 |
Organization of the new Board of Directors as a Body Corporate Announcement of the Extraordinary Tax Contribution amount pursuant to the Law 3845/2010 |
1 1 |
| June 11 | Decision of the Repeat General Shareholders' Meeting of June 10, 2010 | 4 |
| June 14 | Hellenic Competition Commission approval of MOTOR OIL – SHELL concentration | 1 |
| June 30 | Acquisition by MOTOR OIL of SHELL Group activities in the Greek market | 1 |
| July 5 & 29 | Announcement regarding Stock Exchange transactions with subject Company shares effected by persons and/or legal entities falling under such acknowledgment obligation (Laws 3556/2007 and 3340/2005) |
1 |
| July 28 | Acknowledgment of trading commencement date of Company shares under their new nominal value (€ 1.20 from € 0.30 previously) in the ASE |
1 |
| August 2 | Commencement of trading of Company shares under their new nominal value | 1 |
| August 12 | Acknowledgment of publication date of H1 2010 Financial Results | 2 |
| August 24, 26 & 31 |
Announcement regarding Stock Exchange transactions with subject Company shares effected by persons and/or legal entities falling under such acknowledgment obligation (Laws 3556/2007 and 3340/2005) |
1 |
| August 25 | Publication of H1 2010 Financial Results | 8 |
| August 30 | Announcement of business developments: Establishment of "M & M GAS Co. S.A." jointly with the MYTILINEOS S.A. – GROUP OF COMPANIES |
1 |
| August 31 | Shareholder Voting Rights Percentage Change (Law 3556/2007) | 1 |
| September 7, 15, 22 & 23 |
Announcement regarding Stock Exchange transactions with subject Company shares effected by persons and/or legal entities falling under such acknowledgment obligation (Laws 3556/2007 and 3340/2005) |
1 |
| September 15 | Expiration of the five-year period for the collection of the year 2004 dividend | 5 |
| September 23 | Shareholder Voting Rights Percentage Change (Law 3556/2007) | 1 |
| October 1 & 4 | Announcement regarding Stock Exchange transactions with subject Company shares effected by persons and/or legal entities falling under such acknowledgment obligation (Laws 3556/2007 and 3340/2005) |
1 |
| November 10 | Acknowledgment of dates of publication of 9M 2010 Financial Results and of Company Presentation at the Association of Greek Institutional Investors |
2 |
| November 26 | Company presentation at the Association of Greek Institutional Investors | 1 |
| December 6 | Appointment of new Board Member | 1 |
The present statement has been compiled according to the provisions of the Law 3873/2010 (Government Gazette Α' 150/6.9.2010), forms part of the year 2010 Annual Financial Report of MOTOR OIL (HELLAS) S.A. as its special section and it is available through the Company's website, www.moh.gr.
Part of the information included in the topics that follow is also included in the Board of Directors' Report and in the Notes of the year 2010 Financial Statements of "MOTOR OIL (Hellas) S.A.".
aa) The legal framework governing the operation of "MOTOR OIL (HELLAS) S.A." and determining its obligations as a company having its registered address in Greece is comprised by the Law 2190/1920 on "Societés Anonymes" as this Law is in force following its occasional amendments. Apart from the Law 2190/1920, issues such as the objectives of the Company, its goal, its duration, the responsibilities of the Board of Directors and of the General Assemblies, the appointment of Certified Auditors, the liquidation and dissolution of the Company are set at its "Company Memorandum & Articles of Association", available on its website. As a Company listed on the Athens Stock Exchange, "MOTOR OIL (HELLAS) S.A." is under additional obligations pertaining to the specific areas of corporate governance, dissemination of information to the investing public and the supervisory authorities, the publication of financial statements etc. The fundamental law that stipulates and imposes the additional obligations is the Law 3016/2002 (Government Gazette Α' 110/17.5.2002), a copy of which is also available on the Company website. Moreover, the Athens Stock Exchange Regulation, available on ASE's website www.ase.gr, clearly sets forth the obligations of listed companies in conformity to the decisions of the Board of Directors of the Athens Stock Exchange. Finally, the Law 3693/2008 (Government Gazette Α' 174/25.8.2008) made mandatory for all listed companies the establishment of an Audit Committee.
Given the absence, in Greece, of an official and integral Corporate Governance Code, the Board of Directors of "MOTOR OIL (HELLAS) S.A." hereby are committed to develop, adapt to the Company's specific characteristics and approve its Corporate Governance Code by the 31st of March, 2011 in conformity to the relevant recommendation by the Capital Markets Commission sent to all companies listed on the Athens Stock Exchange.
bb) No practices additional to those provided by the law are applied, given that the Board of Directors of MOTOR OIL (HELLAS) S.A. considers that the existing institutional and regulatory framework in place in our country is adequate. Nevertheless it must be noted that the Company fulfilled requirements mandated through the Law 3016/2002 prior to its being listed on the Athens Stock Exchange, such as, indicatively and not exhaustively, the Internal Audit Department (in operation since 1990) as well as the Audit and Remuneration Committees (since 1966). In addition, the balance between executive and non-executive members of the Board of Directors in the case of "MOTOR OIL (HELLAS) S.A." existed before the Law 3016/2002 was approved.
cc) With regard to the way of operation of its Internal Control and Risk Management – ICRM – Systems in relation to the process of preparation of the Company's financial statements, it is hereby mentioned that the reporting system of "MOTOR OIL (HELLAS) S.A." uses an advanced professional management and statutory reporting software. Comprehensive Income and Financial Position Statements along with other relevant analysis are reported to management on a monthly basis and are prepared on a stand alone and consolidated basis for management and statutory reporting purposes in accordance to IFRS and the pertaining regulations on a quarterly basis. Both management and statutory reporting include all the necessary information pertinent to an up-to-date controlling system, including sales, costs, operating profit and other details. All management reports include current period data which are compared to the budget that was approved by the BoD and to the Last Year comparative reporting period. All the statutory interim and year end reporting packages are prepared in accordance to IFRS, they include all the necessary financial information and disclosures according to IFRS, they are reviewed by the Audit Committee and are approved in total accordingly by the BoD.
dd) The total number of shares issued by "MOTOR OIL (HELLAS) S.A." amounts to 110,782,980 with a nominal value of Euro 1.20 per share. All shares are common registered shares and besides these no other securities exist, embodying rights to Company control. Each share embodies the right of one vote in the General Assemblies (see next section "ee"). Based on the latest acknowledgment received by the Company on September 22, 2010, the legal entities named "Petroventure Holdings Limited" and "Petroshares Limited" hold 51.00% and 1.51% respectively of the voting rights of "MOTOR OIL (HELLAS) S.A.". The holding company under the name "Motor Oil Holdings S.A." of Vardinoyannis family interests is the controlling shareholder of "Petroventure Holdings Limited" and "Petroshares Limited". "Motor Oil Holdings S.A." directly holds 0.096% of the voting rights of MOTOR OIL (HELLAS) S.A. Consequently, "Motor Oil Holdings S.A." controls on aggregate (directly and indirectly) 52.607% of the voting rights of MOTOR OIL (HELLAS) S.A. There is no other shareholder possessing more than 2% of the voting rights of "MOTOR OIL (HELLAS) S.A.". Company shares are traded on the Athens Stock Exchange and there are no restrictions to their transferability, there are no shareholders with special control rights nor are there any restrictions on voting rights. Furthermore, there are no agreements according to the provisions of article 11α of Law 3371/2005, cases (i) and (j), (i.e., material agreements put in force, revised or terminated in case of change in the control of the Company as a result of a public offer as well as agreements with BoD members or Company personnel that provide for remuneration in case of retirement without material reason or termination of their term or employment as a result of public offer). Furthermore, it is noted that the BoD or its members have no authority on matters of share capital increase, issue of new shares or purchase of treasury stock. The authority on the above mentioned matters lies with the General Assembly of the Shareholders of "MOTOR OIL (HELLAS) S.A.". Amending the Company Memorandum and Articles of Association of MOTOR OIL (HELLAS) S.A. requires a 2/3 quorum of the paid up share capital of the Company and a decision supported by a 2/3 majority of the present or represented shareholders (see next section "ee").
ee) The General Assembly Meetings of the Shareholders of "MOTOR OIL (HELLAS) S.A." are convened in accordance with the recently enacted Law 3884/2010 (Government Gazette Α' 168/24.9.2010). The Company has called for an Extraordinary General Assembly meeting scheduled for March 14th, 2011 and, insofar as the preparation procedures for the said General Assembly meeting are concerned, has fully conformed to the new requirements stemming from the provisions of the Law 3884. Specifically, the notice to the shareholders, in its new format, was published on the press on February 19, 2011 (well in advance of the 20 day deadline prior to the General Assembly meeting stipulated in the Codified Law 2190/1920) while the article 39 excerpts on minority rights (paragraphs 2, 2a, 4 and 5 of the Codified Law 2190/1920), the comment of the Board of Directors on the items on the agenda, the forms – of – proxy for representation at the General Assembly and the number of Company shares with the corresponding number of voting rights have been made available on the Company website. Lacking a relevant provision in the Company Memorandum & Articles of Association, electronic or remote participation and voting at the General Assembly meeting or a likely Repeat meeting are not feasible. Likewise, due to a lack of any relevant provision in the Company Memorandum & Articles of Association, the Company does not accept electronic acknowledgments of appointments of shareholder representatives and their revocations. According to article 23 of the Company Memorandum & Articles of Association, the General Assembly of the shareholders is the supreme body corporate of the Company and is entitled to deliberate on any Company affair or matter. Moreover, the same article provides that the General Assembly is the only body corporate that is entitled to deliberate on issues such as, indicatively but not exhaustively, amendments to the Company Memorandum & Articles of Association, election of new BoD members, any increase or decrease of the Company share capital, appointment of Certified Auditors, approval of annual financial statements and distribution of Company earnings, issue of bonds and bond loans. In as much as the General Assembly is convened in conformity to the provisions of Company Memorandum & Articles of Association, its decisions are binding on all shareholders, including those absent and those dissenting. The General Assembly of Company Shareholders convenes regularly once for every fiscal year within six (6) months following this fiscal year's end and extraordinarily whenever the BoD deems necessary. Shareholders may participate in the General Assembly meeting either in person or through a representative, provided the relevant transcripts are delivered to the Company at the latest three (3) days prior to the General Assembly meeting. Shareholders who do not send to the Company the relevant documents within the above deadline participate in the General Assembly only by the latter's permission. Participation in the General Assembly meeting no longer requires the prior blocking of shares. Shareholder status is verified through a relevant certificate issued by "Hellenic Exchanges – HELEX – Holdings S.A." and by means of the electronic file listing all shareholders entitled to participate and vote at the General Assembly meeting which MOTOR OIL (Hellas) S.A. receives from "HELEX". The General Assembly is at a quorum and lawfully transacts its business on the issues on the agenda insofar as those present or represented at the meeting comprise 51% of the paid up share capital of the Company. If such a quorum is not attained, a Repeat meeting is convened within twenty days that is considered at quorum and lawfully transacts its business on the issues of the original attendance regardless of the percentage of attendees. Decisions on the items of the agenda require simple majority of those shareholders present or represented. According to article 29 of the Company Memorandum & Articles of Association, for decisions involving 1) change of nationality, 2) change of business activity, 3) increase in shareholder obligations, 4) increase of Company share capital, 5) decrease of Company share capital, 6) issue of a convertible bond loan, 7) change in earnings distribution policy, 8) merger / split / extension of lifetime / dissolution of the Company, 9) amendment of the Company Memorandum & Articles of Association, the Assembly convenes lawfully insofar as present or represented in it are shareholders representing 2/3 of Company paid up share capital. In case such a quorum is not attained, a first Repeat General Assembly meeting is called that is considered being at quorum if 50% of the Company paid up share capital is represented in it. If neither this quorum is attained, a second Repeat General Assembly meeting is called that is considered being at quorum if 20% of Company paid up share capital is represented in it. Voting at General Assembly meetings takes place in an open/overt manner; nevertheless the General Assembly may opt for a secret vote prior to voting on any particular issue. Each share carries the right to one vote. The General Assembly makes its decisions on the basis of absolute majority of present and represented shareholders. Specifically on issues requiring increased quorum, the General Assembly decides on the basis of 2/3 majority of present and represented shareholders.
ff) The Board of Directors is the Company's highest administrative body, and, according to article 14 of its Company Memorandum & Articles of Association, may consist of eight (8) up to twelve (12) members elected by the Shareholders' General Assembly for a one – year term. Members of the Board of Directors may be shareholders or not, as well as "MOTOR OIL (HELLAS) S.A." executives. BoD members may be re-elected indefinitely without restriction and may be freely recalled. Immediately after its election by the General Assembly, the Board of Directors organizes as a Body Corporate and appoints its Chairman, up to two (2) Vice-Chairmen and the Managing Director. The Chairman of the Board of Directors presides over the meetings and, in case he is absent or cannot attend he is substituted by one of the Vice-Chairmen; in case both Vice-Chairmen are absent or cannot attend they are substituted by any member appointed by the BoD. The Chairman, the Vice-Chairmen and the Managing Director may always be re-elected.
The Board of Directors holds a meeting whenever the law, the Company Memorandum & Articles of Association and the Company requirements dictate so and is considered to be at quorum and lawfully conducts its business when half the number plus one of its members are present or represented, but the number of present members can never be less than three. The decisions of the Board of Directors are taken on the basis of simple majority of the present and represented members. Each member is entitled to one vote while the Chairman or any person acting as Chairman has no decisive vote at any meeting of the Board of Directors.
According to Article 20 of the Company Memorandum & Articles of Association of "MOTOR OIL (HELLAS) S.A.", the Board of Directors is entitled to deliberate on any affair, matter, deed or action pertaining to the administration of the Company in general or to the management of Company property, to represent the Company in all its relations and transactions with third parties and to take any action that furthers its goals, including the granting to third parties of Company guarantees on behalf of affiliated or related companies, with the exception of only those matters that, according to the provisions of the Law or the Company Memorandum & Articles of Association, fall within the jurisdiction of the General Assembly. The responsibility of all Board of Directors members for the management of "MOTOR OIL (HELLAS) S.A." is limited to the carrying out of their duties and expires each year following the approval of the financial statements by the General Assembly and by their release by it from all relevant responsibility.
Name Board Position Member Identity* 1. Vardis J. Vardinoyannis Chairman and Managing Director Executive 2. John V. Vardinoyannis Vice Chairman Executive 3. Panagiotis N. Kontaxis Vice Chairman Non-executive 4. John N. Kosmadakis Deputy Managing Director Executive 5. Petros Tz. Tzannetakis Deputy Managing Director Executive 6. Demosthenes N. Vardinoyannis Member Non-executive 7. Nikos Th. Vardinoyannis Member Non-executive 8. George P. Alexandridis Member Non-executive 9. Theofanis Chr. Voutsaras Member Executive 10.Michael-Matheos Stiakakis Member Executive 11.Konstantinos V. Maraveas Member Non-executive-independent 12.Antonios Th. Theoharis Member Non-executive-independent
Hereunder is the current composition of the BoD of MOTOR OIL (HELLAS) S.A.:
* Corporate Governance Law 3016/2002
The Ordinary Shareholders' General Assembly of May 27th, 2010 elected the above Board that was organized as a body corporate in its May 28th, 2010 meeting, was re-organized as a body corporate on December 2nd, 2010 following the election of Mr Theofanis Voutsaras in replacement of Mrs Eleni – Maria Theodoroulakis who resigned, and was re-organized as a body corporate once more on March 9th, 2011 following the election of Mr. Michael-Matheos Stiakakis in replacement of Mrs Despoina Manolis who resigned. The independent members were appointed by the General Assembly according to the provisions of the Law 3016/2002. The Company opts to retain a 12 - member Board of Directors so that a wide array and range of knowledge, qualifications and experience conducive to corporate goals are represented in it, at the same time ensuring a balance between executive and non - executive members. A brief biographical note of every BoD member is available on the Company website. The remuneration of the members of the Board for their services is approved by the Shareholders at the Ordinary General Assembly.
Two (2) three – member committees operate within the Board of Directors framework:
The Audit Committee of MOTOR OIL (Hellas) S.A. is staffed as follows: Chairman: P. N. Kontaxis Member: G. P. Alexandridis
Member: A. Th. Theocharis Substitute Member: K. V. Maraveas
Audit Committee members are appointed by the Ordinary General Assembly of the Shareholders, according to the provisions of Law 3693/2008, and are sufficiently knowledgeable and experienced on matters of financial reporting, accounting and auditing. The Board of Directors proposal to the General Assembly concerning the appointment of a Certified Auditor1 or auditing firm is made following an Audit Committee recommendation.
The responsibilities of the Audit Committee, according to Law 3693/20008, indicatively but not exhaustively, include:
The Audit Committee substantially assists the Board of Directors toward the fulfillment of its duties by being the recipient of all reports on the audits carried out by the Company's Internal Audit Department, while the certified auditor or the auditing firm report to the Committee every item bearing on the process and results of the mandatory audits, submitting a special report on any weaknesses of the procedures involved in financial reporting and the preparation of financial statements.
The Remuneration Committee of MOTOR OIL (Hellas) S.A. is staffed as follows: Chairman: P. N. Kontaxis Member: G. P. Alexandridis Member: K. V. Maraveas Substitute Member: A. Th. Theocharis
The Remuneration Committee operates in an advisory role to the Board according to the authorities granted to it by the latter. It tackles Company staffing issues and proposes the remuneration policy, including benefits and incentives for the executives and the personnel, at the same time supervising the implementation of this policy and compliance with it.
1 According to article 34 of the Company Memorandum & Articles of Association, auditors may be reappointed, but not for more than five (5) consecutive periods.
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