Quarterly Report • Nov 16, 2016
Quarterly Report
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G.E.MI. 272801000 (Ex Prefecture of Attica Registration Nr 1482/06/Β/86/26) Headquarters: Irodou Attikou 12Α – 151 24 Maroussi Attica
FOR THE GROUP AND THE COMPANY
"MOTOR OIL (HELLAS) CORINTH REFINERIES S.A."
| Condensed Statement of Profit or Loss and other Comprehensive Income for the period ended 30th September 2016 3 | |
|---|---|
| Condensed Statement of Financial Position as at 30th September 2016 5 | |
| Condensed Statement of Changes in Equity for the period ended 30th September 2016 6 | |
| Condensed Statement of Cash Flows for the period ended 30th September 2016 7 | |
| Notes to the Condensed Financial Statements 8 | |
| 1. General Information 8 | |
| 2. Basis of Preparation, Presentation and Significant Accounting Policies 8 | |
| 3. Operating Segments 13 | |
| 4. Revenue 15 | |
| 5. Changes in Inventories / Cost of Sales 15 | |
| 6. Income Tax Expenses 15 | |
| 7. Earnings per Share 16 | |
| 8. Dividends 16 | |
| 9. Goodwill 16 | |
| 10. Other Intangible Assets 17 | |
| 11. Property, Plant and Equipment 17 | |
| 12. Investments in Subsidiaries and Associates 19 | |
| 13. Available for Sale Investments 21 | |
| 14. Borrowings 22 | |
| 15. Share Capital 24 | |
| 16. Reserves 24 | |
| 17. Retained Earnings 25 | |
| 18. Establishment/Acquisition of Subsidiaries 25 | |
| 19. Contingent Liabilities / Commitments 25 | |
| 20. Related Party Transactions 26 | |
| 21. Management of Financial Risks 27 | |
| 22. Events after the Reporting Period 29 |
| VARDIS J. VARDINOYANNIS | PETROS T. TZANNETAKIS | THEODOROS N. PORFIRIS |
|---|---|---|
| Period 1/1 – 30/9/2016 |
GROUP | COMPANY | ||||
|---|---|---|---|---|---|---|
| In 000's Euros (except for "earnings per share") | Note 1/1-30/9/2016 | 1/1-30/9/2015 | 1/1-30/9/2016 | 1/1-30/9/2015 | ||
| Operating results | ||||||
| Revenue | 4 | 4,474,496 | 5,373,441 | 3,131,231 | 4,060,918 | |
| Cost of Sales | 5 | (3,964,898) | (4,871,737) | (2,812,352) | (3,729,604) | |
| Gross profit | 509,598 | 501,704 | 318,879 | 331,314 | ||
| Distribution expenses | (152,109) | (148,367) | (24,237) | (25,713) | ||
| Administrative expenses | (41,295) | (38,388) | (21,957) | (19,002) | ||
| Other operating income / (expenses) | 18,585 | 8,790 | 13,520 | 3,678 | ||
| Profit from operations | 334,779 | 323,739 | 286,205 | 290,277 | ||
| Investment income | 1,269 | 1,250 | 1,656 | 1,852 | ||
| Share of profit / (loss) in associates | 1,711 | (2,010) | 0 | 0 | ||
| Finance costs | (60,248) | (65,050) | (43,197) | (48,397) | ||
| Profit / (loss) before tax | 277,511 | 257,929 | 244,664 | 243,732 | ||
| Income taxes | 6 | (83,333) | (82,329) | (72,118) | (73,208) | |
| Profit / (loss) after tax | 194,178 | 175,600 | 172,546 | 170,524 | ||
| Attributable to Company Shareholders | 194,122 | 175,439 | 172,546 | 170,524 | ||
| Non-controlling interest | 56 | 161 | 0 | 0 | ||
| Earnings per share basic and diluted (in Euro) |
7 | 1.75 | 1.58 | 1.56 | 1.54 | |
| Other comprehensive income Items that will not be reclassified subsequently to profit or loss: |
||||||
| Subsidiary Share Capital increase expenses | (7) | (57) | 0 | 0 | ||
| Tax on Items that will not be reclassified in the results | 2 | 15 | 0 | 0 | ||
| Exchange differences on translating foreign operations | (33) | 18 | 0 | 0 | ||
| (38) | (24) | 0 | 0 | |||
| Total comprehensive income | 194,140 | 175,576 | 172,546 | 170,524 | ||
| Attributable to Company Shareholders | 194,093 | 175,403 | 172,546 | 170,524 | ||
| Non-controlling interest | 47 | 173 | 0 | 0 |
| Period 1/7 – 30/9/2016 |
GROUP | COMPANY | |||
|---|---|---|---|---|---|
| In 000's Euros (except for "earnings per share") | 1/7-30/9/2016 | 1/7-30/9/2015 | 1/7-30/9/2016 | 1/7-30/9/2015 | |
| Operating results | |||||
| Revenue | 1,818,328 | 1,716,009 | 1,340,530 | 1,260,079 | |
| Cost of Sales | (1,631,188) | (1,581,096) | (1,226,055) | (1,183,492) | |
| Gross profit | 187,140 | 134,913 | 114,475 | 76,587 | |
| Distribution expenses | (52,306) | (49,399) | (8,264) | (8,306) | |
| Administrative expenses | (14,073) | (12,877) | (7,367) | (6,162) | |
| Other operating income / (expenses) | 3,255 | 13,944 | 2,327 | 12,213 | |
| Profit from operations | 124,016 | 86,581 | 101,171 | 74,332 | |
| Investment income | 569 | 76 | 471 | 603 | |
| Share of profit / (loss) in associates | 1,828 | (489) | 0 | 0 | |
| Finance costs | (19,800) | (21,661) | (14,191) | (16,241) | |
| Profit / (loss) before tax |
106,613 | 64,507 | 87,451 | 58,694 | |
| Income taxes | (30,441) | (30,814) | (25,298) | (25,529) | |
| Profit / (loss) after tax | 76,172 | 33,693 | 62,153 | 33,165 | |
| Attributable to Company Shareholders | 76,135 | 33,639 | 62,153 | 33,165 | |
| Non-controlling interest | 37 | 54 | 0 | 0 | |
| Earnings / (losses) per share basic and diluted (in Euro) |
0.69 | 0.30 | 0.56 | 0.30 | |
| Other comprehensive income Items that will not be reclassified in the results: |
|||||
| Subsidiary Share Capital increase expenses | (3) | 0 | 0 | 0 | |
| Tax on Items that will not be reclassified in the results | 1 | 0 | 0 | 0 | |
| Foreign Currency Translation | (6) | 23 | 0 | 0 | |
| (8) | 23 | 0 | 0 | ||
| Total comprehensive income |
76,164 | 33,716 | 62,153 | 33,165 | |
| Attributable to Company Shareholders | 76,126 | 33,650 | 62,153 | 33,165 | |
| Non-controlling interest | 38 | 66 | 0 | 0 |
The notes on pages 8-29 are an integral part of these interim condensed Financial Statements of the Company and the Group.
as at 30th September 2016
| (In 000's Euros) | GROUP | COMPANY | |||
|---|---|---|---|---|---|
| Note | 30/9/2016 | 31/12/2015 | 30/9/2016 | 31/12/2015 | |
| Assets | |||||
| Non-current assets | |||||
| Goodwill | 9 | 19,772 | 19,772 | 0 | 0 |
| Other intangible assets | 10 | 25,200 | 27,005 | 1,030 | 557 |
| Property, Plant and Equipment | 11 | 1,005,392 | 1,015,969 | 699,371 | 709,270 |
| Investments in subsidiaries and associates | 12 | 48,180 | 48,128 | 185,415 | 183,165 |
| Available for sale investments | 13 | 937 | 937 | 937 | 937 |
| Other non-current assets | 36,932 | 38,175 | 2,090 | 1,874 | |
| Total | 1,136,413 | 1,149,986 | 888,843 | 895,803 | |
| Current assets | |||||
| Inventories | 443,429 | 411,025 | 352,837 | 326,608 | |
| Trade and other receivables | 362,326 | 336,468 | 192,376 | 222,104 | |
| Cash and cash equivalents | 854,397 | 670,559 | 736,674 | 567,726 | |
| Total | 1,660,152 | 1,418,052 | 1,281,887 | 1,116,438 | |
| Total Assets | 2,796,565 | 2,568,038 | 2,170,730 | 2,012,241 | |
| Liabilities | |||||
| Non-current liabilities | |||||
| Borrowings | 14 | 1,110,208 | 1,107,603 | 856,365 | 856,365 |
| Provision for retirement benefit obligation | 51,007 | 52,255 | 38,855 | 40,033 | |
| Deferred tax liabilities | 75,624 | 72,160 | 53,910 | 51,015 | |
| Other non-current liabilities | 10,330 | 10,473 | 0 | 0 | |
| Other non-current provisions | 1,023 | 1,273 | 0 | 0 | |
| Deferred income | 6,933 | 7,333 | 6,933 | 7,333 | |
| Total | 1,255,125 | 1,251,097 | 956,063 | 954,746 | |
| Current liabilities | |||||
| Trade and other payables | 548,889 | 400,218 | 420,093 | 318,501 | |
| Provision for retirement benefit obligation | 2,273 | 2,431 | 2,071 | 2,344 | |
| Income taxes | 77,792 | 65,170 | 69,141 | 61,148 | |
| Borrowings | 14 | 167,965 | 244,238 | 94,398 | 163,654 |
| Deferred income | 1,070 | 1,070 | 1,070 | 1,070 | |
| Total | 797,989 | 713,127 | 586,773 | 546,717 | |
| Total Liabilities | 2,053,114 | 1,964,224 | 1,542,836 | 1,501,463 | |
| Equity | |||||
| Share capital | 15 | 83,088 | 83,088 | 83,088 | 83,088 |
| Reserves | 16 | 79,423 | 75,309 | 51,268 | 51,268 |
| Retained earnings | 17 | 578,495 | 443,946 | 493,538 | 376,422 |
| Equity attributable to Company | |||||
| Shareholders | 741,006 | 602,343 | 627,894 | 510,778 | |
| Non-controlling interest | 2,445 | 1,471 | 0 | 0 | |
| Total Equity | 743,451 | 603,814 | 627,894 | 510,778 | |
| Total Equity and Liabilities | 2,796,565 | 2,568,038 | 2,170,730 | 2,012,241 |
for the period ended 30th September 2016
| (In 000's Euros) | Share Capital |
Reserves | Retained Earnings |
Total | Non controlling interest |
Total |
|---|---|---|---|---|---|---|
| Balance as at 1 January 2015 | 83,088 | 51,170 | 277,803 | 412,061 | 1,438 | 413,499 |
| Profit/(loss) for the period | 0 | 0 | 175,439 | 175,439 | 161 | 175,600 |
| Other comprehensive income for the period | 0 | 0 | (36) | (36) | 12 | (24) |
| Total comprehensive income for the period | 0 | 0 | 175,403 | 175,403 | 173 | 175,576 |
| Transfer to Reserves | 0 | 22,193 | (22,193) | 0 | 0 | 0 |
| Dividends | 0 | 0 | 0 | 0 | (124) | (124) |
| Balance as at 30 September 2015 | 83,088 | 73,363 | 431,013 | 587,464 | 1,487 | 588,951 |
| Balance as at 1 January 2016 | 83,088 | 75,309 | 443,946 | 602,343 | 1,471 | 603,814 |
| Profit/(loss) for the period | 0 | 0 | 194,122 | 194,122 | 56 | 194,178 |
| Other comprehensive income for the period | 0 | 0 | (29) | (29) | (9) | (38) |
| Total comprehensive income for the period | 0 | 0 | 194,093 | 194,093 | 47 | 194,140 |
| Non-controlling interest arising on the acquisition of subsidiary |
0 | 0 | 0 | 0 | 1,050 | 1,050 |
| Transfer to Reserves | 0 | 4,114 | (4,114) | 0 | 0 | 0 |
| Dividends | 0 | 0 | (55,430) | (55,430) | (123) | (55,553) |
| Balance as at 30 September 2016 | 83,088 | 79,423 | 578,495 | 741,006 | 2,445 | 743,451 |
| (In 000's Euros) | Share capital |
Reserves | Retained Earnings | Total |
|---|---|---|---|---|
| Balance as at 1 January 2015 | 83,088 | 47,964 | 193,809 | 324,861 |
| Profit/(loss) for the period | 0 | 0 | 170,524 | 170,524 |
| Other comprehensive income for the period | 0 | 0 | 0 | 0 |
| Total comprehensive income for the period | 0 | 0 | 170,524 | 170,524 |
| Balance as at 30 September 2015 | 83,088 | 47,964 | 364,333 | 495,385 |
| Balance as at 1 January 2016 | 83,088 | 51,268 | 376,422 | 510,778 |
| Profit/(loss) for the period | 0 | 0 | 172,546 | 172,546 |
| Other comprehensive income for the period | 0 | 0 | 0 | 0 |
| Total comprehensive income for the period | 0 | 0 | 172,546 | 172,546 |
| Dividends | 0 | 0 | (55,430) | (55,430) |
| Balance as at 30 September 2016 | 83,088 | 51,268 | 493,538 | 627,894 |
for the period ended 30th September 2016
| (In 000's Euros) | GROUP | COMPANY | ||
|---|---|---|---|---|
| 1/1 – 30/9/2016 | 1/1 – 30/9/2015 | 1/1 – 30/9/2016 | 1/1 – 30/9/2015 | |
| Operating activities | ||||
| Profit before tax | 277,511 | 257,929 | 244,664 | 243,732 |
| Adjustments for: | ||||
| Depreciation & amortization of non-current assets | 73,655 | 75,404 | 56,234 | 57,623 |
| Provisions | (1,920) | 6,104 | (1,775) | 3,029 |
| Exchange differences | 1,008 | 14,402 | (4) | 12,504 |
| Investment income / (expenses) | (1,703) | (10,613) | (2,016) | 573 |
| Finance costs | 60,248 | 65,050 | 43,197 | 48,397 |
| Movements in working capital: | ||||
| Decrease / (increase) in inventories | (32,404) | (54,243) | (26,229) | (53,291) |
| Decrease / (increase) in receivables | (26,580) | (53,826) | 29,835 | (54,140) |
| (Decrease) / increase in payables (excluding borrowings) | 142,814 | (2,171) | 94,965 | (104,834) |
| Less: | ||||
| Finance costs paid | (51,123) | (67,035) | (36,814) | (49,608) |
| Taxes paid | (67,148) | (3,365) | (61,149) | 0 |
| Net cash (used in) / from operating activities (a) | 374,358 | 227,636 | 340,908 | 103,985 |
| Investing activities Acquisition of subsidiaries, affiliates, joint-ventures and other investments Purchase of tangible and intangible assets Proceeds on disposal of tangible and intangible assets Interest received Dividends received |
0 (61,661) 375 482 213 |
0 (28,999) 406 323 135 |
(2,250) (46,809) 0 339 876 |
0 (13,804) 240 208 807 |
| Net cash (used in) / from investing activities (b) | (60,591) | (28,135) | (47,844) | (12,549) |
| Financing activities Proceeds from borrowings Repayments of borrowings Repayments of finance leases |
175,000 (249,357) (19) |
661,533 (444,371) (18) |
157,500 (226,167) (19) |
537,472 (309,163) (18) |
| Dividends Paid | (55,553) | (124) | (55,430) | 0 |
| Net cash (used in) / from financing activities (c) | (129,929) | 217,020 | (124,116) | 228,291 |
| Net increase / (decrease) in cash and cash equivalents (a)+(b)+(c) |
183,838 | 416,521 | 168,948 | 319,727 |
| Cash and cash equivalents at the beginning of the period |
670,559 | 307,207 | 567,726 | 268,075 |
| Cash and cash equivalents at the end of the period | 854,397 | 723,728 | 736,674 | 587,802 |
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" holding 40% and "Doson Investments Company" holding 7.3%.
These financial statements are presented in Euro because that is the currency of the primary economic environment in which the Group operates.
As at 30 September 2016 the number of employees, for the Group and the Company, was 2,025 and 1,185 respectively (30/9/2015: Group: 1,986 persons, Company: 1,184 persons).
The interim condensed financial statements have been prepared in accordance with International Accounting Standard (IAS) 34, 'Interim financial reporting' and should be read in combination with the 2015 annual financial statements.
The interim condensed financial statements have been prepared on the historical cost basis.
The accounting policies adopted in these condensed interim financial statements are consistent with those followed in the preparation of the annual financial statements for the year ended 31 December 2015 except for the following:
IAS 19 is amended so as to clarify the requirements that relate to how contributions from employees or third parties that are linked to service should be attributed to periods of service. In addition, it permits a practical expedient if the amount of the contributions is independent of the number of years of service, in that, contributions can but are not required, to be recognized as a reduction in the service cost in the period in which they are due. The amendment has not yet been endorsed by the European Union.
The following amendments describe the most important changes brought to the IFRS due to the results of the annual improvement program of the IASB published in December 2013. The amendments have not yet been endorsed by the E.U.
Amends the definitions of 'vesting condition' and 'market condition' and adds definitions for 'performance condition' and 'service condition'.
The amendment requires contingent consideration that is classified as an asset or a liability to be measured at fair value at each reporting date.
The amendment requires disclosure of the judgments made by management in applying the aggregation criteria to operating segments. Further to this the amendment clarifies that reconciliations of segment assets to total assets are only required if segment assets are reported regularly to the CODM.
The amendment clarifies that issuing IFRS 13 and amending IFRS 9 and IAS 39 did not remove the ability to measure certain short-term receivables and payables on an undiscounted basis.
These standards are amended so as to clarify that the gross amount of property, plant and equipment is adjusted in a manner consistent with a revaluation of the carrying amount.
Clarifies that payments to entities providing key management personnel services are to be disclosed as transactions with related parties.
The following amendments describe the most important changes brought to the IFRS due to the results of the annual improvement program of the IASB published in December 2013. The amendments have not yet been endorsed by the E.U.
Clarifies that first time adopters are allowed to apply new IFRSs that are not yet mandatory if the IFRSs permit early application.
Clarify that IFRS 3 excludes from its scope the accounting for the formation of a joint arrangement in the financial statements of the joint arrangement itself.
Clarify the scope of the portfolio exception in paragraph 52, so that it can be applied to all contracts under the scope of IAS 39 even if the definitions of financial assets and financial liabilities are not met.
Clarifies that IAS 40 and IFRS 3 are not mutually exclusive and that application of both standards may be required.
Amends IFRS 11 to require an acquirer of an interest in a joint operation in which the activity constitutes a business (as defined in IFRS 3 Business Combinations) ,to apply all of the business combinations accounting principles in IFRS 3 and other IFRSs, except for those principles that conflict with the guidance in IFRS 11 and also disclose the information required by IFRS 3 and other IFRSs for business combinations. The amendments apply both to the initial acquisition of an interest in joint operation, and the acquisition of an additional interest in a joint operation (in the latter case, previously held interests are not remeasured). The amendment has been endorsed by the European Union.
Amends IAS 1 Presentation of Financial Statements to address perceived impediments to preparers exercising their judgement in presenting their financial reports by making the following changes:
clarification that in formation should not be obscured by aggregating or by providing immaterial information, materiality considerations apply to the all parts of the financial statements, and even when a standard requires a specific disclosure, materiality considerations do apply; clarification that the list of line items to be presented in these statements can be disaggregated and aggregated as relevant and additional guidance on subtotals in these statements and clarification that an entity's share of OCI of equity accounted associates and joint ventures should be presented in aggregate as single line items based on whether or not it will subsequently be reclassified to profit or loss; additional examples of possible ways of ordering the notes to clarify that understand ability and comparability should be considered when determining the order of the notes and to demonstrate that the notes need not be presented in the order so far listed in paragraph 114 of IAS 1. The amendment has been endorsed by the European Union.
Amends IFRS 10 Consolidated Financial Statements, IFRS 12 Disclosure of Interests in Other Entities and IAS 28 Investments in Associates and Joint Ventures (2011) to address issues that have arisen in the context of applying the consolidation exception for investment entities by clarifying the following points.
The exemption from preparing consolidated financial statements for an intermediate parent entity is available to a parent entity that is a subsidiary of an investment entity, even if the investment entity measures all of its subsidiaries at fair value. A subsidiary that provides services related to the parent's investment activities should not be consolidated if the subsidiary itself is an investment entity. When applying the equity method to an associate or a joint venture, a non-investment entity investor in an investment entity may retain the fair value measurement applied by the associate or joint venture to its interests in subsidiaries. An investment entity measuring all of its subsidiaries at fair value provides the disclosures relating to investment entities required by IFRS 12. The amendment has not yet been endorsed by the European Union.
Amends IAS 16 & IAS 38 so as to clarify that a depreciation method that is based on revenue that is generated by an activity that includes the use of an asset is not appropriate for property, plant and equipment. Also the amendment introduces a rebuttable presumption that an amortisation method that is based on the revenue generated by an activity that includes the use of an intangible asset is inappropriate, which can only be overcome in limited circumstances where the intangible asset is expressed as a measure of revenue, or when it can be demonstrated that revenue and the consumption of the economic benefits of the intangible asset are highly correlated. Further to this the amendment adds guidance that expected future reductions in the selling price of an item that was produced using an asset could indicate the expectation of technological or commercial obsolescence of the asset, which, in turn, might reflect a reduction of the future economic benefits embodied in the asset. The amendment has been endorsed by the European Union.
Amends IAS 27 Separate Financial Statements to permit investments in subsidiaries, joint ventures and associates to be optionally accounted for using the equity method in separate financial statements. This amendment has been endorsed by the EU.
The amendments set out below describe the key changes to four IFRSs. The improvements have not yet been endorsed by the EU.
Adds specific guidance in IFRS 5 for cases in which an entity reclassifies an asset from held for sale to held for distribution or vice versa and cases in which held-for-distribution accounting is discontinued.
Provides additional guidance to clarify whether a servicing contract is continuing involvement in a transferred asset, and clarification on offsetting disclosures in condensed interim financial statements.
Clarify that the high quality corporate bonds used in estimating the discount rate for post-employment benefits should be denominated in the same currency as the benefits to be paid.
Clarifies the meaning of 'elsewhere in the interim report' and requires a cross-reference.
Amends IAS 12 Income Taxes in order to clarify that unrealised losses on debt instruments measured at fair value and measured at cost for tax purposes give rise to a deductible temporary difference regardless of whether the debt instrument's holder expects to recover the carrying amount of the debt instrument by sale or by use. The carrying amount of an asset does not limit the estimation of probable future taxable profits and estimates for future taxable profits exclude tax deductions resulting from the reversal of deductible temporary differences.
An entity assesses a deferred tax asset in combination with other deferred tax assets. Where tax law restricts the utilisation of tax losses, an entity would assess a deferred tax asset in combination with other deferred tax assets of the same type. The amendment has not yet been endorsed by the EU.
Amends IAS 7 Statement of Cash Flows in order to clarify that entities shall provide disclosures that enable users of financial statements to evaluate changes in liabilities arising from financing activities.
To achieve this objective, the IASB requires that the following changes in liabilities arising from financing activities are disclosed (to the extent necessary): (i) changes from financing cash flows; (ii) changes arising from obtaining or losing control of subsidiaries or other businesses; (iii) the effect of changes in foreign exchange rates; (iv) changes in fair values; and (v) other changes. The IASB defines liabilities arising from financing activities as liabilities "for which cash flows were, or future cash flows will be, classified in the statement of cash flows as cash flows from financing activities". It also stresses that the new disclosure requirements also relate to changes in financial assets if they meet the same definition.
The amendments state that one way to fulfil the new disclosure requirement is to provide a reconciliation between the opening and closing balances in the statement of financial position for liabilities arising from financing activities. This is a departure from the December 2014 exposure draft that had proposed that such a reconciliation should be required.
Finally, the amendments state that changes in liabilities arising from financing activities must be disclosed separately from changes in other assets and liabilities. The amendment has not yet been endorsed by the EU.
IFRS 15 provides a single, principles based five-step model to be applied to all contracts with customers. The five steps in the model are as follows:
Identify the contract with the customer, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to the performance obligations in the contracts, recognise revenue when (or as) the entity satisfies a performance obligation. Guidance is provided on topics such as the point in which revenue is recognised, accounting for variable consideration, costs of fulfilling and obtaining a contract and various related matters. New disclosures about revenue are also introduced. The standard has not yet been endorsed by the European Union.
Clarifications to IFRS 15 amend three areas and specifically regard changes that clarify the application of the concept of 'distinct' in the context of performance obligations identification, changes that clarify the application of the principal of 'control' in making the determination of whether an entity is acting as principal or agent and changes that assist in determining whether an entity's activities 'significantly affect' intellectual property during the period for which it has been licensed to a customer. The amendment has not yet been endorsed by the European Union.
IFRS 9 is the first Phase of the Board's project to replace IAS 39 and deals with: the classification and measurement of financial assets and financial liabilities, impairment of financial assets, hedge accounting, derecognition of financial assets and liabilities. The Company is currently investigating the impact of IFRS 9 on its financial statements. The Company cannot currently early adopt IFRS 9 as it has not been endorsed by the EU. Only once approved will the Company decide if IFRS 9 will be adopted prior to 1 January 2018. The standard has not yet been endorsed by the European Union.
The IASB has published IFRS 9 Hedge Accounting, the third phase of its replacement of IAS 39 which establishes a more principles based approach to hedge accounting and addresses inconsistencies and weaknesses in the current model in IAS 39. The second amendment requires changes in the fair value of an entity's debt attributable to changes in an entity's own credit risk to be recognised in other comprehensive income and the third amendment is the removal of the mandatory effective date of IFRS 9. These amendments have not yet been endorsed by the EU.
Amends IFRS 4 'Insurance Contracts' provide two options for entities that issue insurance contracts within the scope of IFRS 4: a) an option that permits entities to reclassify, from profit or loss to other comprehensive income, some of the income or expenses arising from designated financial assets; this is the so-called overlay approach; b) an optional temporary exemption from applying IFRS 9 for entities whose predominant activity is issuing contracts within the scope of IFRS 4; this is the so-called deferral approach. Deferral approach effective for annual periods beginning on or after 1 January 2018 and only available for three years after that date. The application of both approaches is optional and an entity is permitted to stop applying them before the new insurance contracts standard is applied. Overlay approach to be applied when IFRS 9 is first applied. Deferral approach effective for annual periods beginning on or after 1 January 2018 and only available for three years after that date. Not yet endorsed for use in the EU.
IFRS 16 establishes principles for the recognition, measurement, presentation and disclosure of leases, with the objective of ensuring that lessees and lessors provide relevant information that faithfully represents those transactions. The standard provides a single lessee accounting model, requiring lessees to recognise assets and liabilities for all leases unless the lease term is 12 months or less or the underlying asset has a low value. Lessors continue to classify leases as operating or finance, with IFRS 16's approach to lessor accounting substantially unchanged from its predecessor, IAS 17. The standard has not yet been endorsed by the EU.
All of the Group's activities take place in Greece, given that all Group Companies included in the consolidation, have their headquarters in Greece and no branches abroad.
All operational segments fall under one of three distinct activity categories: Refinery's Activities, Sales to Gas Stations and Services.
Segment information is presented in the following table:
period were less than 10%.
| ( In 000's Euros) |
1/1-30/9/2016 | 1/1-30/9/2015 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Refinery's Activities |
Sales to Gas Stations |
Services | Eliminations/ Adjustments |
Total | Refinery's Activities |
Sales to Gas Stations |
Services | Eliminations/ Adjustments |
Total | |
| Business Operations Sales to third parties |
2,515,707 | 1,951,366 | 7,423 | 0 | 4,474,496 | 3,311,255 | 2,054,123 | 8,063 | 0 | 5,373,441 |
| Inter-segment sales | 666,495 | 641,882 | 1,819 | (1,310,196) | 0 | 791,141 | 667,062 | 756 | (1,458,959) | 0 |
| Total revenue | 3,182,202 | 2,593,248 | 9,242 | (1,310,196) | 4,474,496 | 4,102,396 | 2,721,185 | 8,819 | (1,458,959) | 5,373,441 |
| Cost of Sales | (2,853,930) | (2,416,429) | (6,403) | 1,311,864 | (3,964,898) | (3,763,580) | (2,565,921) | (4,810) | 1,462,574 | (4,871,737) |
| Gross profit | 328,272 | 176,819 | 2,839 | 1,668 | 509,598 | 338,816 | 155,264 | 4,009 | 3,615 | 501,704 |
| Distribution expenses | (29,188) | (143,935) | 0 | 21,014 | (152,109) | (30,172) | (134,623) | 0 | 16,428 | (148,367) |
| Administrative expenses | (24,465) | (16,348) | (1,118) | 636 | (41,295) | (21,544) | (16,332) | (866) | 354 | (38,388) |
| Other operating income / (expenses) |
14,667 | 28,517 | 28 | (24,627) | 18,585 | 4,260 | 25,676 | 45 | (21,191) | 8,790 |
| Segment result from operations | 289,286 | 45,053 | 1,749 | (1,309) | 334,779 | 291,360 | 29,985 | 3,188 | (794) | 323,739 |
| Investment income | 1,666 | 2,958 | 14,469 | (17,824) | 1,269 | 1906 | 3,901 | 14,366 | (18,923) | 1,250 |
| Share of profit / (loss) in associates |
0 | 0 | 0 | 1,711 | 1,711 | 0 | 0 | 0 | (2,010) | (2,010) |
| Finance costs | (44,201) | (16,566) | (14,320) | 14,839 | (60,248) | (49,287) | (17,374) | (14,293) | 15,904 | (65,050) |
| Profit before tax | 246,751 | 31,445 | 1,898 | (2,583) | 277,511 | 243,979 | 16,512 | 3,261 | (5,823) | 257,929 |
| Other information | ||||||||||
| Capital additions | 47,485 | 13,548 | 628 | 0 | 61,661 | 14,045 | 14,919 | 35 | 0 | 28,999 |
| Depreciation/amortization for the period | 57,127 | 15,188 | 1,440 | (100) | 73,655 | 58,120 | 15,773 | 1,424 | 87 | 75,404 |
| Financial Position | ||||||||||
| Assets | ||||||||||
| Segment assets (excluding investments) | 2,046,480 | 726,914 | 378,244 | (404,190) | 2,747,448 | 2,091,538 | 745,293 | 409,438 | (435,394) | 2,810,875 |
| Investments in subsidiaries & associates | 185,663 | 20,494 | 64 | (158,041) | 48,180 | 183,413 | 19,044 | 64 | (152,402) | 50,119 |
| Available for Sale Investments | 937 | 0 | 0 | 0 | 937 | 937 | 0 | 0 | 0 | 937 |
| Total assets | 2,233,080 | 747,408 | 378,308 | (562,231) | 2,796,565 | 2,275,888 | 764,337 | 409,502 | (587,796) | 2,861,931 |
| Liabilities | ||||||||||
| Total liabilities | 1,579,231 | 517,802 | 361,258 | (405,177) | 2,053,114 | 1,759,645 | 556,203 | 393,045 | (435,913) | 2,272,980 |
| The company's export sales to Saudi Aramco (Saudi Arabia) represent a percentage greater than 10% on the total sales. These sales amount for the |
9month | 2016 to € 455,277 |
thousand (percentage 14.5%). The respective sales for prior year |
The following table provides an analysis of the sales by geographical market (domestic - bunkering - export) and by category of goods sold (products - merchandise - services):
| (In 000's Euros) | 1/1 – 30/9/16 |
1/1 – 30/9/15 |
||||||
|---|---|---|---|---|---|---|---|---|
| SALES: | DOMESTIC | BUNKERING | EXPORT | TOTAL | DOMESTIC | BUNKERING | EXPORT | TOTAL |
| Products | 663,555 | 226,580 | 1,802,033 | 2,692,168 | 867,035 | 308,597 | 2,550,735 | 3,726,367 |
| Merchandise | 1,438,310 | 62,993 | 273,602 | 1,774,905 | 1,450,745 | 59,107 | 129,159 | 1,639,011 |
| Services | 7,423 | 0 | 0 | 7,423 | 8,063 | 0 | 0 | 8,063 |
| Total | 2,109,288 | 289,573 | 2,075,635 | 4,474,496 | 2,325,843 | 367,704 | 2,679,894 | 5,373,441 |
| (In 000's Euros) | 1/1 – 30/9/16 |
1/1 – 30/9/15 |
|||||||
|---|---|---|---|---|---|---|---|---|---|
| SALES: | DOMESTIC | BUNKERING | EXPORT | TOTAL | DOMESTIC | BUNKERING | EXPORT | TOTAL | |
| Products | 645,448 | 219,743 | 1,794,755 | 2,659,946 | 852,965 | 303,381 | 2,548,349 3,704,695 | ||
| Merchandise | 187,548 | 50,331 | 233,406 | 471,285 | 224,804 | 54,194 | 77,225 | 356,223 | |
| Total | 832,996 | 270,074 | 2,028,161 | 3,131,231 | 1,077,769 | 357,575 | 2,625,574 | 4,060,918 |
Based on historical information of the Company and the Group, the percentage of quarterly sales volume varies from 24% to 28% on annual sales volume and thus there is no material seasonality on the total sales volume.
It is noted that inventories are valued at each Statement of Financial Position date at the lower of cost and net realizable value. For the current and previous period 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) | 30/9/2016 | 30/9/2015 |
|---|---|---|
| Products | 0 | 3,227 |
| Merchandise | 711 | 5,311 |
| Raw materials | 0 | 3,593 |
| Total | 711 | 12,131 |
The total cost of inventories recognized as an expense during the current and prior year period for the Group was for 1/1–30/9/2016: € 3,906,274 thousand and for 1/1–30/9/2015: € 4,800,163 thousand (Company: 1/1–30/9/2016: € 2,755,998 thousand, 1/1–30/9/2015: € 3,660,111 thousand).
| (In 000's Euros) | GROUP | COMPANY | |||
|---|---|---|---|---|---|
| 1/1-30/9/16 | 1/1-30/9/15 | 1/1-30/9/16 | 1/1-30/9/15 | ||
| Current corporate tax for the period | 79,397 | 49,984 | 69,141 | 41,954 | |
| Tax audit adjustments | 394 | 1,187 | 0 | 0 | |
| Deferred tax | 3,542 | 31,158 | 2,977 | 31,254 | |
| Total | 83,333 | 82,329 | 72,118 | 73,208 |
Current corporate income tax is calculated at 29% for the period 1/1-30/9/2016 and for the period 1/1-30/9/2015.
The calculation of the basic earnings per share attributable to the ordinary equity holders is based on the following data:
| (In 000's Euros) | GROUP 1/1-30/9/16 1/1-30/9/15 |
COMPANY 1/1-30/9/16 |
||
|---|---|---|---|---|
| Earnings attributable to Company Shareholders (in 000's Euros) |
194,122 | 175,439 | 172,546 | 170,524 |
| 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 € |
1.75 | 1.58 | 1.56 | 1.54 |
Dividends to shareholders are proposed by management at each year end and are subject to approval by the Annual General Assembly Meeting. The Annual General Assembly Meeting of shareholders within June 2016, approved the distribution of total gross dividends for 2015 of € 72,008,937 (€ 0.65 per share). It is noted that a gross interim dividend of € 16,617,447 (€ 0.15 per share) for 2015 had been paid and accounted for in December 2015, while the remaining € 0.50 per share has been paid and accounted for in July 2016.
Goodwill for the Group as at 30 September 2016 was € 19,772 thousand. Goodwill concerns the subsidiaries "AVIN OIL S.A." for € 16,200 thousand and "CORAL GAS A.E.B.E.Y." for € 3,105 thousand. Addition of € 467 thousand refers to the goodwill transferred from the Group of "L.P.C. S.A." that was created from the spin-off of "CYCLON HELLAS A.E.". The Group performs on an annual basis impairment test on Goodwill from which no need for impairment has arisen.
| (In 000's Euros) | 31/12/2015 | Additions | 30/9/2016 |
|---|---|---|---|
| Goodwill | 19,772 | 0 | 19,772 |
The movement during the period 1/1– 30/9/2016 is presented in the following table.
| GROUP | COMPANY | |||
|---|---|---|---|---|
| (In 000's Euros) | Software | Rights | Total | Software |
| COST | ||||
| As at 1st January 2016 | 30,565 | 51,999 | 82,564 | 11,283 |
| Additions | 1,114 | 277 | 1,391 | 103 |
| Disposals | (127) | (293) | (420) | 0 |
| Transfers | 511 | 0 | 511 | 511 |
| As at 30 September 2016 | 32,063 | 51,983 | 84,046 | 11,897 |
| ACCUMULATED DEPRECIATION | ||||
| As at 1st January 2016 | 25,444 | 30,115 | 55,559 | 10,726 |
| Charge for the period | 1,058 | 2,631 | 3,689 | 141 |
| Disposals | (109) | (293) | (402) | 0 |
| As at 30 September 2016 | 26,393 | 32,453 | 58,846 | 10,867 |
| CARRYING AMOUNT | ||||
| As at 31 December 2015 | 5,121 | 21,884 | 27,005 | 557 |
| As at 30 September 2016 | 5,670 | 19,530 | 25,200 | 1,030 |
The movement in the Group's fixed assets during the period 1/1– 30/9/2016 is presented below:
| GROUP | Plant & | Equipment | ||||
|---|---|---|---|---|---|---|
| Land & buildings |
machinery / Transportation means |
Fixtures & equipment |
Assets under construction |
under finance lease at cost |
Total | |
| (In 000's Euros) | ||||||
| COST | ||||||
| As at 1st January 2016 | 476,727 | 1,428,858 | 76,709 | 42,860 | 1,153 | 2,026,307 |
| Additions | 975 | 3,098 | 2,563 | 53,634 | 0 | 60,270 |
| Disposals | (50) | (2,107) | (289) | 0 | 0 | (2,446) |
| Transfers | 2,254 | 16,965 | (1,328) | (18,402) | 0 | (511) |
| As at 30 September 2016 | 479,906 | 1,446,814 | 77,655 | 78,092 | 1,153 | 2,083,620 |
| ACCUMULATED DEPRECIATION | ||||||
| As at 1st January 2016 | 125,852 | 835,262 | 48,137 | 0 | 1,087 | 1,010,338 |
| Charge for the period | 7,613 | 59,076 | 3,258 | 0 | 19 | 69,966 |
| Disposals | (47) | (1,782) | (247) | 0 | 0 | (2,076) |
| Transfers | 0 | 2,022 | (2,022) | 0 | 0 | 0 |
| As at 30 September 2016 |
133,418 | 894,578 | 49,126 | 0 | 1,106 | 1,078,228 |
| CARRYING AMOUNT | ||||||
| As at 31 December 2015 |
350,875 | 593,596 | 28,572 | 42,860 | 66 | 1,015,969 |
| As at 30 September 2016 | 346,488 | 552,236 | 28,529 | 78,092 | 47 | 1,005,392 |
The movement in the Company's fixed assets during the period 1/1– 30/9/2016 is presented below:
| COMPANY | Plant & machinery / | Equipment under |
||||
|---|---|---|---|---|---|---|
| Land & buildings |
Transportation means |
Fixtures & equipment |
Assets under construction |
finance lease at cost |
Total | |
| (In 000's Euros) COST |
||||||
| st January As at 1 2016 |
184,068 | 1,240,980 | 21,383 | 33,924 | 1,153 | 1,481,508 |
| Additions | 159 | 237 | 913 | 45,397 | 0 | 46,706 |
| Disposals | 0 | 0 | (3) | 0 | 0 | (3) |
| Transfers | 336 | 11,182 | 54 | (12,083) | 0 | (511) |
| As at 30 September 2016 | 184,563 | 1,252,399 | 22,347 | 67,238 | 1,153 | 1,527,700 |
| ACCUMULATED DEPRECIATION |
||||||
| st January As at 1 2016 |
37,299 | 716,887 | 16,965 | 0 | 1,087 | 772,238 |
| Charge for the period | 3,213 | 52,067 | 794 | 0 | 19 | 56,093 |
| Disposals | 0 | 0 | (1) | 0 | 0 | (1) |
| As at 30 September 2016 | 40,512 | 768,954 | 17,758 | 0 | 1,106 | 828,330 |
| CARRYING AMOUNT | ||||||
| As at 31 December 2015 |
146,769 | 524,093 | 4,418 | 33,924 | 66 | 709,270 |
| As at 30 September 2016 | 144,051 | 483,445 | 4,589 | 67,238 | 47 | 699,370 |
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 € 47 thousand (31/12/2015: € 66 thousand).
Details of the Group'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 |
| MAKREON S.A. | Greece, Maroussi of Attika |
100% | Trading, Transportation, Storage & Agency of Petroleum Products |
Full |
| AVIN AKINITA S.A. | Greece, Maroussi of Attika |
100% | Real Estate | Full |
| CORAL Α.Ε. OIL AND CHEMICALS COMPANY (ex Shell Hellas S.A.) |
Greece, Maroussi of Attika |
100% | Petroleum Products | Full |
| ERMIS OIL TRANSPORTATION, EXPLOITATION, TRADING AND SERVICES COMPANY A.E. |
Greece, Maroussi of Attika |
100% | Petroleum Products | Full |
| MYRTEA OIL TRADING, STORAGE, AGENCY AND SERVICES COMPANY A.E. |
Greece, Maroussi of Attika |
100% | Petroleum Products | Full |
| CORAL PRODUCTS AND TRADING S.A. | Greece, Maroussi of Attika |
100% | Petroleum Products | Full |
| CORAL INNOVATIONS Α.Ε. | Greece, Perissos of Attika |
100% | Trading and Services | 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 |
100% | 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 S.A. | Greece, Maroussi of Attika |
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 |
| MOTOR OIL (CYPRUS) LIMITED | Cyprus, Nicosia | 100% | Investments and Commerce |
Full |
| MOTOR OIL TRADING A.E. | Greece, Maroussi of Attika |
100% | Petroleum Products | Full |
| MOTOR OIL MIDDLE EAST DMCC | United Arab Emirates, Dubai |
100% | Petroleum Products | Full |
| BUILDING FACILITY SERVICES S.A. | Greece, Maroussi of Attika |
100% | Facilities Management Services |
Full |
| MOTOR OIL FINANCE PLC | United Kingdom, London |
100% | Financial Services | Full |
| L.P.C Α.Ε. | Greece, Aspropirgos Attika |
100% | Petroleum Products | Full |
| ENDIALE S.A (ex ELTEPE S.A.) | Greece, Aspropirgos Attika |
100% | Systems of alternative management of Lubricant wastes |
Full |
| KEPED S.A. | Greece, Aspropirgos Attika |
90% | Systems of alternative management of Lubricant wastes |
Full |
| Name | Place of incorporation and operation |
Proportion of ownership interest |
Principal activity | Consolidation Method |
|---|---|---|---|---|
| ELTEPE J.V. | Greece, Aspropirgos Attika |
100% | Collection and Trading of used Lubricants |
Full |
| ARCELIA HOLDINGS LTD | Cyprus, Nicosia | 100% | Holding Company | Full |
| BULVARIA OOD | Bulgaria, Sofia | 100% | Lubricants Trading | Full |
| CYROM | Romania, Ilfov-Glina | 100% | Lubricants Trading | Full |
| CYCLON LUBRICANTS DOO BEOGRAD | Serbia, Belgrade | 100% | Lubricants Trading | Full |
| CYTOP A.E. | Greece, Aspropirgos Attika |
100% | Collection and Trading of used Lubricants |
Full |
| AL DERAA AL AFRIQUE JV | Libya, Tripoli | 60% | Collection and Trading of used Lubricants |
Full |
| VIPANOT | Greece, Aspropirgos Attika |
12.83% | Establishment of Industrial Park |
At Cost |
| MOTOR OIL VEGAS UPSTREAM Ltd | Cyprus, Nicosia | 65.00% | Crude oil research, exploration and trading (upstream) |
Full |
| MV UPSTREAM TANZANIA Ltd | Cyprus, Nicosia | 65.00% | Crude oil research, exploration and trading (upstream) |
Full |
The companies "ELECTROPARAGOGI SOUSSAKI S.A.", "NUR-MOH HELIOTHERMAL S.A." and "VIPANOT" 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) | 30/9/2016 | 31/12/2015 | 30/9/2016 | 31/12/2015 | |
| AVIN OIL S.A. | 0 | 0 | 53,013 | 53,013 | |
| MAKREON S.A. | 0 | 0 | 0 | 0 | |
| AVIN AKINITA S.A. | 0 | 0 | 0 | 0 | |
| CORAL Α.Ε. OIL AND CHEMICALS COMPANY (ex Shell Hellas S.A.) |
0 | 0 | 63,141 | 63,141 | |
| ERMIS OIL TRANSPORTATION, EXPLOITATION, TRADING AND SERVICES COMPANY A.E. |
0 | 0 | 0 | 0 | |
| MYRTEA OIL TRADING, STORAGE, AGENCY AND SERVICES COMPANY A.E. |
0 | 0 | 0 | 0 | |
| CORAL PRODUCTS AND TRADING | 0 | 0 | 0 | 0 | |
| CORAL INNOVATIONS A.E. | 0 | 0 | 0 | 0 | |
| CORAL A.E. COMMERCIAL AND INDUSTRIAL GAS COMPANY (ex Shell Gas Commercial and Industrial S.A.) |
0 | 0 | 26,585 | 26,585 | |
| OFC AVIATION FUEL SERVICES S.A. | 0 | 0 | 4,195 | 4,195 | |
| ELECTROPARAGOGI SOUSSAKI S.A. | 610 | 610 | 244 | 244 | |
| NUR-MOH HELIOTHERMAL S.A. | 338 | 338 | 338 | 338 | |
| Μ and Μ GAS Co S.A. | 1,024 | 983 | 1,000 | 1,000 | |
| SHELL & MOH AVIATION FUELS A.E. | 7,956 | 6,410 | 0 | 0 | |
| RHODES-ALEXANDROUPOLIS PETROLEUM INSTALLATION S.A. |
1,066 | 933 | 0 | 0 | |
| KORINTHOS POWER S.A. | 37,121 | 38,789 | 22,411 | 22,411 | |
| MOTOR OIL (CYPRUS) LIMITED | 0 | 0 | 200 | 200 |
| MOTOR OIL TRADING A.E. | 0 | 0 | 0 | 0 | |
|---|---|---|---|---|---|
| MOTOR OIL MIDDLE EAST DMCC | 0 | 0 | 0 | 0 | |
| BUILDING FACILITY SERVICES S.A. | 0 | 0 | 450 | 150 | |
| MOTOR OIL FINANCE PLC | 0 | 0 | 61 | 61 | |
| CYCLON S. A. | 0 | 0 | 0 | 0 | |
| ENDIALE S.A (ex ELTEPE S.A.) | 0 | 0 | 0 | 0 | |
| KEPED S.A. | 0 | 0 | 0 | 0 | |
| L.P.C. S.A. | 0 | 0 | 11,827 | 11,827 | |
| ELTEPE J.V. | 0 | 0 | 0 | 0 | |
| ARCELIA HOLDINGS LTD | 0 | 0 | 0 | 0 | |
| BULVARIA OOD | 0 | 0 | 0 | 0 | |
| CYROM | 0 | 0 | 0 | 0 | |
| CYCLON LUBRICANTS DOO BEOGRAD | 0 | 0 | 0 | 0 | |
| CYTOP A.E. | 0 | 0 | 0 | 0 | |
| AL DERAA AL AFRIQUE JV | 0 | 0 | 0 | 0 | |
| VIPANOT | 65 | 65 | 0 | 0 | |
| MOTOR OIL VEGAS UPSTREAM Ltd | 0 | 0 | 1,950 | 0 | |
| MV UPSTREAM TANZANIA Ltd | 0 | 0 | 0 | 0 | |
| Total | 48,180 | 48,128 | 185,415 | 183,165 |
| Name | Place of incorporation |
Proportion of ownership interest |
Cost (Thousand €) |
Principal activity |
|---|---|---|---|---|
| HELLENIC ASSOCIATION OF INDEPENDENT POWER COMPANIES |
Athens | 16.67% | 10 | Promotion of Electric Power Issues |
| ATHENS AIR PORT 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 | |||
|---|---|---|---|---|---|
| 30/9/2016 31/12/2015 |
30/9/2016 | 31/12/2015 | |||
| Borrowings | 1,285,437 | 1,360,045 | 608,754 | 677,673 | |
| Borrowings from subsidiaries | 0 | 0 | 344,350 | 344,350 | |
| Finance leases | 47 | 66 | 47 | 66 | |
| Less: Bond loan expenses * |
(7,311) | (8,270) | (2,388) | (2,070) | |
| Total Borrowings | 1,278,173 | 1,351,841 | 950,763 | 1,020,019 |
The borrowings are repayable as follows:
| (In 000's Euros) | GROUP | COMPANY | ||
|---|---|---|---|---|
| 30/9/2016 | 31/12/2015 | 30/9/2016 | 31/12/2015 | |
| On demand or within one year | 167,965 | 244,238 | 94,398 | 163,654 |
| In the second year | 279,338 | 32,221 | 233,711 | 645 |
| From the third to fifth year inclusive | 838,181 | 1,083,652 | 625,042 | 857,790 |
| After five years | 0 | 0 | 0 | 0 |
| Less: Bond loans expenses* | (7,311) | (8,270) | (2,388) | (2,070) |
| Total Borrowings | 1,278,173 | 1,351,841 | 950,763 | 1,020,019 |
| Less: Amount payable within 12 months (shown under current liabilities) |
167,965 | 244,238 | 94,398 | 163,654 |
| Amount payable after 12 months | 1,110,208 | 1,107,603 | 856,365 | 856,365 |
*The bond loans expenses will be amortized over the number of years remaining to loans maturity.
Analysis of borrowings by currency on 30/9/16 and 31/12/2015:
| (In 000's Euros) | GROUP | COMPANY | ||||
|---|---|---|---|---|---|---|
| 30/9/2016 | 31/12/2015 | 30/9/2016 | 31/12/2015 | |||
| Loans' currency |
||||||
| EURO | 1,226,744 | 1,293,331 | 899,334 | 961,509 | ||
| U.S. DOLLARS | 51,429 | 58,510 | 51,429 | 58,510 | ||
| Total | 1,278,173 | 1,351,841 | 950,763 | 1,020,019 |
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 the following loans:
On 20/12/2012 Motor Oil was granted a bond loan of \$ 100,000 thousand. The purpose of this loan is the partial re-financing of an existing bond loan that was repaid on 20/12/2012. It is repayable in semi-annual installments commencing on 20/6/2013 and up to 20/12/2016. The balance as at 30/9/2016 is \$ 57,400 thousand.
Also on 18/11/2013 the Company was granted a bond loan of € 50,000 thousand. The purpose of this loan is the partial re-financing of the existing short term bank loans. It will be repayable in semi-annual installments commencing on 18/11/2014 and up to 18/11/2016 with a 1+1 years extension option. The balance as at 30/9/2016 is € 42,000 thousand.
Within May 2014 the Group through the newly established "Motor Oil Finance plc" issued a bond loan for an amount of EURO 350 million through the offering of five year Senior Notes bearing a fixed rate coupon at 5.125%. The total net proceeds of this issue, excluding commissions and expenses were EURO 344.4 million and are used for refinancing existing indebtedness and general corporate purposes.
On 21/11/2014 the Company was granted a bond loan of € 135,000 thousand that expires on 21/11/2018. The purpose of this loan is the re-financing of existing bank loans.
On 22/4/2015 the Company was granted a bond loan of € 150,000 thousand that expires on 22/4/2018. The purpose of the loan is the refinancing of existing loans and the financing of other corporate needs. The balance as at 30/9/2016 is € 150,000 thousand.
On 31/3/2015 the Company raised an amount of € 70,000 thousand from the total granted bond loan of € 75,000 thousand that expires on 2/4/2018 with a 1+1 years extension option. The purpose of this loan is the refinancing of existing bank loans to long term.
On 16/6/2015 the Company was granted a bond loan of € 2,472 thousand. It will be repayable in semi-annual installments commencing on 16/12/2015 and up to 16/6/2019. The balance as at 30/9/2016 is € 1,854 thousand. On 25/1/2016 the Company raised an amount of € 157,500 thousand from the total granted bond loan of € 185,000 thousand. The purpose of this loan is the refinancing of existing long term and short term loan. It will be repayable in annual installments that will end up on 25/1/2020.
Total short-term loans, (including short-term portion of long-term loans), with duration up to one-year amount to € 94,398 thousand.
It is also noted that within July 2016 the Company came into an agreement for a bond loan of € 50,000 thousand with CITIBANK EUROPE plc and ALPHA BANK S.A.
ii) "Avin Oil S.A." has been granted a loan of € 15,000 thousand issued on 12/12/2013. The purpose of this loan is the partial re-financing of the existing short term bank loans to long term. It is repayable in semi-annual installments commencing on 12/12/2014 and up to 12/12/2016 with 1+1 years extension option.
Also on 1/8/2014 Avin was granted a bond loan of € 110,000 thousand. The purpose of this loan is the partial re-financing of existing bank loans. The duration of this loan is 5 years.
Total short-term loans, (including short-term portion of long-term loans) with duration up to one year, amount to € 41,350 thousand.
The interest rate of the above borrowings is LIBOR/EURIBOR+SPREAD
Share capital as at 30/9/2016 was € 83,088 thousand (31/12/2015: € 83,088 thousand). It consists of 110,782,980 registered shares of par value € 0.75 each (31/12/2015: € 0.75 each).
Reserves of the Group and the Company as at 30/9/2016 are € 79,423 thousand and € 51,268 respectively (31/12/2015: € 75,309 thousand and € 51,268 thousand respectively).
| Share | Foreign currency, | |||||
|---|---|---|---|---|---|---|
| (In 000's Euros) | Legal | Premium | Special | Tax-free | translation reserve |
Total |
| st January Balance as at 1 2016 |
33,253 | 17,931 | 17,578 | 6,571 | (24) | 75,309 |
| Other | 0 | 0 | 4,147 | 0 | (33) | 4,114 |
| Balance as at 30 September 2016 | 33,253 | 17,931 | 21,725 | 6,571 | (57) | 79,423 |
| (In 000's Euros) | Legal | Special | Tax-free | Total |
|---|---|---|---|---|
| st January Balance as at 1 2016 |
30,942 | 14,839 | 5,487 | 51,268 |
| Balance as at 30 September 2016 | 30,942 | 14,839 | 5,487 | 51,268 |
| (In 000's Euros) | GROUP | COMPANY |
|---|---|---|
| Balance as at 31 December 2015 | 443,946 | 376,422 |
| Dividends paid | (55,430) | (55,430) |
| Profit/(loss) for the period | 194,122 | 172,546 |
| Other comprehensive income for the period | (29) | 0 |
| Total comprehensive income for the period | 194,093 | 172,546 |
| Transfer to Reserves | (4,114) | 0 |
| Balance as at 30 September 2016 | 578,495 | 493,538 |
In July 2016 MOTOR OIL (HELLAS) S.A. paid in € 1,950,000 as share capital increase for its participation at 65% in MOTOR OIL VEGAS UPSTREAM Ltd based in Cyprus with major activities crude oil research, exploration and trading (upstream) which participates at 100% in MV UPSTREAM TANZANIA Ltd based also in Cyprus with major activities crude oil research, exploration and trading (upstream).
There are legal claims by third parties against the Group amounting to approximately € 22.7 million (Company: approximately € 10.1 million). There are also legal claims of the Group against third parties amounting to approximately € 34.4 million (Company: approximately € 2.0 million). No provision has been made as all above cases concern legal claims where the final outcome cannot be currently estimated.
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 non-executed part of which, as at 30/9/2016, amounts to approximately € 7.7 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 30/9/2016, amounted to € 108,063 thousand. The respective amount as at 31/12/2015 was € 120,158 thousand.
The total amount of letters of guarantee given as security for the Company's liabilities as at 30/9/2016, amounted to € 6,353 thousand. The respective amount as at 31/12/2015 was € 13,879 thousand.
Companies with Un-audited Fiscal Years
| COMPANY | FISCAL YEAR |
|---|---|
| MAKREON S.A.** | 2010 |
| ΕΡΜIS Α.Ε.Μ.Ε.Ε. * | - |
| CORAL GAS A.E.B.E.Y. * | - |
| OFC AVIATION FUEL SERVICES S.A** | 2010 |
| CYTOP A.E.** | 2009-2014 |
| KEPED S.A.** | 2010-2014 |
| ELTEPE J.V. | 2009-2015 |
| ENDIALE S.A. | 2009-2010 |
* The tax audit for fiscal years 2009 and 2010 has been completed based on temporary tax audit reports and there are no material additional taxes expected for those years upon the finalization of the tax audits.
** Tax audit for those fiscal years is not yet finalized thus tax liabilities for these fiscal years are not yet final. In a future tax audit, it is possible that additional taxes and surcharges will be imposed, the amount of which cannot be determined accurately at present. However, the group's management believes that the outcome of such future audits, should these performed, will not have a material impact on the financial position.
For the fiscal years 2011, 2012, 2013, 2014 & 2015, MOH group companies that were obliged for a tax compliance audit by the statutory auditors, have been audited by the appointed statutory auditors in accordance with L2190/1920, art. 82 of L 2238/1994 and art. 65A of L4174/13 and have issued the relevant Tax Compliance Certificates. In any case and according to Circ.1006/05.01.2016 these companies for which a Tax Compliance Certificate has been issued are not excluded from a further tax audit by the relevant tax authorities. Therefore, the tax authorities may perform a tax audit as well. However, the group's management believes that the outcome of such future audits, should these performed, will not have a material impact on the financial position of the Group or 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:
| GROUP | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| (In 000's Euros) | Income | Expenses | Receivables | Payables | |||||
| Associates | 115,194 | 1,689 | 13,762 | 3,466 | |||||
| COMPANY | |||||||||
| (In 000's Euros) | Income | Expenses | Receivables | Payables | |||||
| Subsidiaries | 665,578 | 46,019 | 61,891 | 352,924 | |||||
| Associates | 111,848 | 581 | 13,332 | 3,263 | |||||
| Total | 777,426 | 46,600 | 75,223 | 356,187 |
Sales of goods to related parties were made on an arm's length basis.
No provision has been made for doubtful debts in respect of the amounts due from related parties.
The remuneration of directors and other members of key management for the Group for the period 1/1–30/9/2016 and 1/1–30/9/2015 amounted to € 5,070 thousand and € 4,888 thousand respectively. (Company: 1/1–30/9/2016: € 1,514 thousand, 1/1–30/9/2015: € 1,792 thousand)
The Board of Directors' fees are proposed by the management and are approved by the Annual General Assembly Meeting of the shareholders.
Other short term benefits granted to key management for the Group for the period 1/1–30/9/2016 amounted to € 254 thousand and 1/1–30/9/2015 amounted to € 273 thousand respectively. (Company: 1/1–30/9/2016: € 55 thousand, 1/1–30/9/2015: € 54 thousand)
There are leaving indemnities paid to key management for the Group of € 18 thousand for the period 1/1–30/9/2016 and € 135 thousand for the period 1/1–30/9/2015 respectively.
There are no other transactions, receivables and/or payables between Group companies and key management personnel.
The Group's management has assessed the impacts on the management of financial risks that may arise due to the challenges of the general business environment in Greece. In general, as it is further discussed in the management of each financial risk below, the management of the Group does not consider that any negative developments in the Greek economy in connection with the capital controls of the Greek banks may materially affect the normal course of business of the Group and the Company.
The Group manages its capital to ensure that Group companies will be able to continue as a going concern while maximizing the return to stakeholders through the optimization of the debt and equity balance. The capital structure of the Group consists of debt, which includes borrowings, cash and cash equivalents and equity attributable to equity holders of the parent, comprising issued capital, reserves and retained earnings. The Group's management monitors the capital structure on a frequent basis. As a part of this monitoring, the management reviews the cost of capital and the risks associated with each class of capital. The Group's intention is to balance its overall capital structure through the payment of dividends, as well as the issue of new debt or the redemption of existing debt. The Group through its 100% subsidiary "Motor Oil Finance plc" that is based in London, issued a bond loan for an amount of EURO 350 million in 2014 through the offering of five year Senior Notes bearing a fixed rate coupon and maintains also access at the international money markets broadening materially its financing alternatives.
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 | |||
|---|---|---|---|---|
| (In 000's Euros) | 30/9/2016 | 31/12/2015 | 30/9/2016 | 31/12/2015 |
| Bank loans Cash and cash equivalents |
1,278,173 (854,397) |
1,351,841 (670,559) |
950,763 (736,674) |
1,020,019 (567,726) |
| Net debt | 423,776 | 681,282 | 214,089 | 452,293 |
| Equity | 743,451 | 603,814 | 627,894 | 510,778 |
| Net debt to equity ratio | 0.57 | 1.13 | 0.34 | 0.89 |
The Group's Treasury department provides services to the business, co-ordinates access to domestic and international financial markets, monitors and manages the financial risks relating to the operations of the Group. These risks include market risk (including currency risk, fair value interest rate risk and price risk), credit risk and liquidity risk. The Group does not enter into or trade financial instruments, including derivative financial instruments, for speculative purposes. The Treasury department reports on a frequent basis to the Group's management that monitors risks and policies implemented to mitigate risk exposures.
Due to the nature of its activities, the Group is exposed primarily to the financial risks of changes in foreign currency exchange rates (see (d) below), interest rates (see (e) below) and to the volatility of oil prices mainly due to the obligation to maintain certain level of inventories. The Company, in order to avoid significant fluctuations in the inventories valuation is trying, as a policy, to keep the inventories at the lowest possible levels. Furthermore, any change in the pertaining refinery margin, denominated in USD, affects the Company's gross margin. There has been no change to the Group's exposure to market risks or the manner in which it manages and measures these risks. Considering the conditions in the oil refining and trading sector, as well as the negative economic environment in general, we consider the course of the Group and the Company as satisfactory. Through its recently incorporated Middle East based 100% subsidiary, the Group aims to exploit its endeavors at international level and to further strengthen its already solid exporting orientation. Moreover, the instability in the domestic market, in connection with the capital controls, is not expected to create problems to the normal course of business of the Company, which due to its strong exporting orientation generates adequate cash flows to cover the necessary imports of crude oil for the refinery activities. Furthermore, crude oil prices are determined in the international markets and are not affected so by any domestic market turbulences.
Due to the use of the international Platt's prices in USD for oil purchases/sales, exposures to exchange rate fluctuations may arise for the Company's profit margins. The Company minimises foreign currency risks through physical hedging, mostly by monitoring assets and liabilities in foreign currencies.
The Group has access to various major domestic and international financial markets and manages to have borrowings with competitive interest rates and terms. Hence, the operating expenses and cash flows from financing activities are not materially affected by interest rate fluctuations.
The Group's credit risk is primarily attributable to its trade and other receivables.
The Group's trade receivables are characterized by a high degree of concentration, due to a limited number of customers comprising the clientele of the parent Company. Most of the customers are international well known oil companies. Consequently, the credit risk is limited to a great extent. The Group companies have signed contracts with their clients, based on the course of the international oil prices. In addition, the Group, as a policy, obtains letters of guarantee from its clients in order to secure its receivables, which as at 30/9/2016 amounted to Euro 18.6 mil. As far as receivables of the subsidiaries "Avin Oil S.A.", "CORAL A.E.", "CORAL GAS A.E.B.E.Y." and "L.P.C. S.A." are concerned, these are spread in a wide range of customers and consequently there is no material concentration and the credit risk is limited. The Group manages its domestic credit policy in a way to limit accordingly the credit days granted in the local market, in order to minimise any probable domestic credit risk.
Liquidity risk is managed through the proper combination of cash and cash equivalents and the bank loan facilities granted, when needed. In order to address such risks, the Group's management monitors the balance of cash and cash equivalents and ensures available bank loans facilities in conjunction with the fact that cash and cash equivalents are deposited in well-known domestic and foreign banks due also to the very strong exporting orientation of the Company. Moreover, the major part of the Group's borrowings is long term borrowings which facilitates liquidity management.
The Group's management considers that the Company and the Group have adequate resources that ensure the smooth continuance of the business of the Company and the Group as a "Going Concern" in the foreseeable future
There are no events that could have a material impact on the Group's and Company's financial structure or operations that have occurred since 30/9/2016 up to the date of issue of these financial statements.
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