Quarterly Report • Aug 28, 2017
Quarterly Report
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G.E.MI. 272801000 Prefecture of Attica Registration Nr 1482/06/Β/86/26 Headquarters: Irodou Attikou 12Α – 151 24 Maroussi Attica
(According to L 3556/2007)
TABLE OF CONTENTS
August 2017
Pursuant to the provisions of article 5 paragraph 2 item c of Law 3556/2007 we hereby declare that to the best of our knowledge:
| Chairman of the BoD and Managing Director |
Vice Chairman | Deputy Managing Director and Chief Financial Officer |
||
|---|---|---|---|---|
| VARDIS J. VARDINOYANNIS | IOANNIS. V. VARDINOYANNIS | PETROS T. TZANNETAKIS |
I.D. No K 011385/1982 I.D. No AH 567603/2009 I.D. No R 591984/1994
Τhe financial figures of the Group for the first six month period of 2017 compared to the corresponding period of 2016, are presented hereunder:
| For the six-month ended |
period | Variation | |||
|---|---|---|---|---|---|
| Amounts in thousand Euros | 30 June 2017 | 30 June 2016 | Amount | % | |
| Turnover (Sales) | 3,743,346 | 2,656,168 | 1,087,178 | 40.93% | |
| Less: Cost of Sales (before depreciation & amortization) |
3,325,645 | 2,295,112 | 1,030,533 | 44.90% | |
| Gross Profit (before depreciation & amortization) |
417,701 | 361,056 | 56,645 | 15.69% | |
| Less: Selling Expenses (before depreciation & amortization) |
91,960 | 90,018 | 1,942 | 2.16% | |
| Less: Administrative Expenses (before depreciation & amortization) |
33,258 | 26,525 | 6,733 | 25.38% | |
| Plus / (Less): Other Operating Income/(Expenses) |
(19,383) | 15,330 | (34,713) | >(100.00%) | |
| Earnings before Interest, Tax, Depreciation & Amortization (EBITDA) |
273,100 * |
259,843* | 13,257 | 5.10% | |
| Plus: Investment Income / share of profits (losses) in associates |
4,917 | 583 | 4,334 | >100.00% | |
| Less: Financial Expenses | 48,143 | 40,448 | 7,695 | 19.02% | |
| Earnings before Depreciation/Amortization and Tax |
229,874 | 219,978 | 9,896 | 4.50% | |
| Less: Depreciation & Amortization | 51,960 | 49,080 | 2,880 | 5.87% | |
| Earnings before Tax (EBT) | 177,914 | 170,898 | 7,016 | 4.11% | |
| Less: Income Tax | 52,831 | 52,892 | (61) | (0.12%) | |
| Earnings after Tax (EAT) | 125,083 | 118,006 | 7,077 | 6.00% | |
| Less: Non-controlling interests | (1,432) | 19 | (1,451) | >(100.00%) | |
| Earnings after Tax and after non - controlling interests |
126,515 | 117,987 | 8,528 | 7.23% |
(*) Includes government grants amortization Euro 563 thousand for the first half of 2017 and Euro 535 thousand for the first half of 2016.
The financial figures of the Company for the first six-month period of 2017 compared to the corresponding period of 2016 are presented hereunder:
| For the six-month period ended |
||||
|---|---|---|---|---|
| Amounts in thousands Euros |
30 June 2017 | 30 June 2016 | Amount | % |
| Turnover (Sales) | 2,748,167 | 1,790,701 | 957,466 | 53.47% |
| Less: Cost of Sales (before depreciation & amortization) |
2,454,383 | 1,549,073 | 905,310 | 58.44% |
| Gross Profit (before depreciation & amortization) |
293,784 | 241,628 | 52,156 | 21.59% |
| Less: Selling Expenses (before depreciation & amortization) |
13,133 | 15,953 | (2,820) | (17.68%) |
| Less: Administrative Expenses (before depreciation & amortization) |
17,887 | 14,325 | 3,562 | 24.87% |
| Plus / (Less): Other Operating Income/(Expenses) |
(15,797) | 11,193 | (26,990) | >(100.00%) |
| Earnings before Interest, Tax, Depreciation & Amortization (EBITDA) |
246,967 * |
222,543* | 24,424 | 10.97% |
| Plus: Investment Income | 1,572 | 1,185 | 387 | 32.66% |
| Less: Financial Expenses | 35,906 | 29,006 | 6,900 | 23.79% |
| Earnings before Depreciation/Amortization and Tax |
212,633 | 194,722 | 17,911 | 9.20% |
| Less: Depreciation & Amortization | 38,520 | 37,509 | 1,011 | 2.70% |
| Earnings before Tax (EBT) | 174,113 | 157,213 | 16,900 | 10.75% |
| Less: Income Tax | 50,953 | 46,820 | 4,133 | 8.83% |
| Earnings after Tax (EAT) | 123,160 | 110,393 | 12,767 | 11.57% |
(*) Includes government grants amortization Euro 529 thousand for the first half of 2017 and Euro 535 thousand for the first half of 2016.
On the financial figures presented above we hereby note the following:
The breakdown of Group Turnover by geographical market (Domestic – Foreign) and type of activity (Refining – Trading) as well as sales category (Metric Tons – Euros) has as follows:
| Metric Tons | Amounts in Thousand Euros | ||||||
|---|---|---|---|---|---|---|---|
| Geographical Market and Type of Activity |
First Half 2017 |
First Half 2016 |
Variation % |
First Half 2017 |
First Half 2016 |
Variation % |
|
| Foreign | |||||||
| Refining/Fuels | 4,759,841 | 3,701,908 | 28.58% | 1,815,520 | 1,000,168 | 81.52% | |
| Refining/Lubricants | 113,181 | 106,596 | 6.18% | 74,511 | 54,462 | 36.81% | |
| Trading/Fuels etc. | 234,101 | 367,096 | (36.23%) | 77,298 | 129,406 | (40.27%) | |
| Total Foreign Sales | 5,107,123 | 4,175,600 | 22.31% | 1,967,329 | 1,184,036 | 66.15% | |
| Domestic | |||||||
| Refining/Fuels | 923,105 | 1,007,723 | (8.40%) | 470,324 | 405,837 | 15.89% | |
| Refining/Lubricants | 35,621 | 34,477 | 3.32% | 26,681 | 23,962 | 11.35% | |
| Trading/Fuels etc. | 495,726 | 616,271 | (19.56%) | 1,040,104 | 904,863 | 14.95% | |
| Total Domestic Sales | 1,454,452 | 1,658,471 | (12.30%) | 1,537,109 | 1,334,662 | 15.17% | |
| Bunkering | |||||||
| Refining/Fuels | 487,557 | 338,565 | 44.01% | 167,168 | 95,319 | 75.38% | |
| Refining/Lubricants | 5,709 | 5,539 | 3.06% | 6,973 | 6,868 | 1.53% | |
| Trading/Fuels etc. | 138,945 | 77,475 | 79.34% | 60,566 | 31,010 | 95.31% | |
| Total Bunkering Sales | 632,211 | 421,579 | 49.96% | 234,707 | 133,197 | 76.21% | |
| Rendering of Services | 4,201 | 4,273 | (1.68%) | ||||
| Total Sales | 7,193,786 | 6,255,650 | 15.00% | 3,743,346 | 2,656,168 | 40.93% |
In the first half of 2017 the turnover of the Group increased by an amount of Euro 1,087.2 million or 40.93% compared to the corresponding period of 2016. The increase of the consolidated turnover is accounted for by the increase of the average prices of petroleum products (denominated in US Dollars) by 38.5%, the increase of the sales volume by 15% and the strengthening of the USD against the EURO (first half 2017 average parity EURO/USD 2017 = 1.083 compared to 1.116 in the first half of 2016) by 2.95%.
The Group had revenues from services (storage fees) rendered by "OFC AVIATION FUEL SERVICES S.A." both in the first half of 2017 and the first half of 2016.
The breakdown of the consolidated sales volume confirms the exporting profile of the Group given that export and bunkering sales combined accounted for 79.78% of the aggregate sales volume in the first six months of 2017 compared to 73.49% in the first six months of 2016 as well as the high contribution of refining activities (87.92% of the aggregate sales volume in the first half of 2017 compared to 83.04% in the first half of 2016).
| Metric Tons | Amounts in Thousand Euros | |||||
|---|---|---|---|---|---|---|
| Geographical Market and Type of Activity |
First Half 2017 |
First Half 2016 |
Variation % |
First Half 2017 |
First Half 2016 |
Variation % |
| Foreign | ||||||
| Refining/Fuels | 4,759,841 | 3,701,908 | 28.58% | 1,815,520 | 1,000,168 | 81.52% |
| Refining/Lubricants | 104,689 | 102,195 | 2.44% | 65,323 | 48,727 | 34.06% |
| Trading/Fuels etc. | 194,437 | 257,011 | (24.35%) | 61,677 | 93,902 | (34.32%) |
| Total Foreign Sales | 5,058,967 | 4,061,114 | 24.57% | 1,942,520 | 1,142,797 | 69.98% |
| Domestic | ||||||
| Refining/Fuels | 923,105 | 1,007,723 | (8.40%) | 470,324 | 405,837 | 15.89% |
| Refining/Lubricants | 19,136 | 19,938 | (4.02%) | 13,401 | 11,907 | 12.55% |
| Trading/Fuels etc. | 216,368 | 315,828 | (31.49%) | 116,220 | 108,509 | 7.11% |
| Total Domestic Sales | 1,158,609 | 1,343,489 | (13.76%) | 599,945 | 526,253 | 14.00% |
| Bunkering | ||||||
| Refining/Fuels | 487,557 | 338,565 | 44.01% | 167,168 | 95,319 | 75.38% |
| Refining/Lubricants | 1,952 | 2,210 | (11.67%) | 2,019 | 2,382 | (15.24%) |
| Trading/Fuels etc. | 78,632 | 64,768 | 21.41% | 36,516 | 23,950 | 52.47% |
| Total Bunkering Sales | 568,141 | 405,543 | 40.09% | 205,703 | 121,651 | 69.09% |
| Total Sales | 6,785,717 | 5,810,146 | 16.79% | 2,748,168 | 1,790,701 | 53.47% |
The respective breakdown of Company Turnover is presented hereunder:
In the first half of 2017 the turnover of the Company amounted to Euro 2,748.2 million compared to Euro 1,790.7 million in the corresponding period of 2016 which represents an increase of 53.47%. This increase in the Company's turnover is attributed to the impact of the same parameters which influenced the development of turnover at Group level and which have already been mentioned.
The breakdown of the Company sales volume confirms the solid exporting profile of the Refinery (export and bunkering sales combined accounted for 82.93% of the aggregate sales volume in the first half of 2017 compared to 76.88% in the corresponding period of 2016) as well as the high contribution of refining activities (92.79% of the aggregate sales volume in the first six months of 2017 compared to 89.03% in the corresponding period of 2016).
A breakdown of the aggregate volume of crude oil and other raw materials processed by the Company during the first six months of 2017 compared to the respective volume processed during the corresponding period of 2016 is presented hereunder:
| Metric Tons First half 2017 |
Metric Tons First half 2016 |
||
|---|---|---|---|
| Crude oil Fuel Oil – raw material |
4,759,241 774,539 |
4,144,199 514,893 |
|
| Gas Oil | 1,069,173 | 899,303 | |
| Others | 94,793 | 35,977 | |
| Total | 6,697,746 | 5,594,372 |
The lower aggregate volume of crude oil and other raw materials processed by the Company in the first half of 2016 is attributed to the programmed maintenance turnaround of the Refinery process units which took place in the period May – June 2016.
In the first half of 2017 the Gross Profit (before depreciation) of the Group was Euro 417,701 thousand from Euro 361,056 thousand in the corresponding period of 2016 (an increase of 15.69%), while the Gross Profit at Company level was Euro 293,784 thousand from Euro 241,628 thousand (an increase of 21.59%).
The increase of the Gross Profit as an absolute figure, both at Group and at Parent Company level, is attributed to the notably higher volume of sales combined with the satisfactory first half 2017 refining margins, despite the fact that a significant part of the refinery processed volume concerned Fuel Oil and Gas Oil upgrading.
The development of the Gross Profit Margin of the Company in USD/MT is demonstrated in the following table:
| Gross Profit Margin (USD/ΜΤ) | H1 2017 | H1 2016 |
|---|---|---|
| Company Blended Profit Margin | 57.1 | 59.0 |
The Operating expenses (Administrative and Selling) at Group level increased in the first half of 2017 by Euro 8,675 thousand or 7.44% while at Company level by Euro 742 thousand or 2.45% compared to the corresponding period of 2016.
Other Operating Income (Expenses) is distinguished in two classes:
The Group recorded foreign exchange losses of Euro 33,260 thousand in the first half of 2017 compared to losses of Euro 2,863 thousand in the respective interim period of 2016. Likewise, the Company recorded foreign exchange losses of Euro 32,108 thousand in the first half of 2017 compared to losses of Euro 3,102 thousand in the respective period of 2016. This development, both at Group and at Parent Company level is by and large attributed to the significant bank deposits kept in USD, given that that EURO/ USD parity was 1.0541 on 31.12.2016 and 1.1412 on 30.6.2017.
As regards other operating income, apart from foreign exchange differences, at Group level it amounted to Euro 13,878 thousand in the first half of 2017 compared to Euro 18,193 thousand in the first half of 2016 while at Company level it amounted to Euro 16,311 thousand compared to Euro 14,295 thousand.
Subsequent to the above developments at Gross Margin level and at Operating Income & Expenses level, the EBITDA of the Group came in at Euro 273,100 thousand in the first half of 2017 compared to Euro 259,843 thousand in the first half of 2016 while the EBITDA of the Company was Euro 246,967 thousand in the first half of 2017 compared to Euro 222,543 thousand in the respective period of 2016.
In the first half of 2017 the financial cost at Group level amounted to Euro 43,226 thousand compared to Euro 39,865 thousand in the corresponding period of 2016 increased by Euro 3,361 thousand or 8.43%. A breakdown of this variation is presented in the table below:
| For the 6-month period ended | Variation | |||
|---|---|---|---|---|
| Amounts in thousands Euros |
30 June 2017 | 30 June 2016 | Amount | % |
| Share of (profits) / losses from Associates | (3,719) | 117 | (3,836) | >100.00% |
| Income from Participations & Investments | (101) | 0 | (101) | 100.00% |
| Interest Income | (1,097) | (700) | (397) | 56.71% |
| Interest Expenses & bank charges | 48,143 | 40,448 | 7,695 | 19.02% |
| Total Finance Cost | 43,226 | 39,865 | 3,361 | 8.43% |
The "Share of profits from Associates" amount of Euro 3,719 thousand for the first half of 2017 corresponds to Euro 1,836 thousand profit from the acquisition of CORAL ENERGY PRODUCTS (CYPRUS) LTD (please see section "Significant Events"), to Euro 375 thousand profit from the acquisition of a subsidiary of MOTOR OIL VEGAS UPSTREAM LIMITED (also see section "Significant Events") and to Euro 1,508 thousand which concerns the share of the Group in the combined financial results of the companies: "M and M NATURAL GAS S.A.", "KORINTHOS POWER S.A.", "SHELL & MOH AVIATION FUELS A.E." and "RHODES - ALEXANDROUPOLIS PETROLEUM INSTALLATION S.A." and "NUR-MOH'' which are consolidated under the net equity method. The "Share of losses from Associates" amount of Euro 117 thousand for the first half of 2016 corresponds to the Group's share in the combined financial results of the companies: "M and M NATURAL GAS S.A.", "KORINTHOS POWER S.A.", "SHELL & MOH AVIATION FUELS A.E." and "RHODES -ALEXANDROUPOLIS PETROLEUM INSTALLATION S.A." which were consolidated under the net equity method at that period.
The "Income from Participations & Investments" amount of Euro 101 thousand for the first half of 2017 relates to the dividend from the fiscal year 2016 earnings of the company "ATHENS AIRPORT FUEL PIPELINE COMPANY S.A.".
In the first half of 2017 the financial cost at Company level amounted to Euro 34,334 thousand compared to Euro 27,821 thousand the first half of 2016 increased by Euro 6,513 thousand or 23.41%. A breakdown of this variation is offered in the table below:
| For the six-month period ended | Variation | |||
|---|---|---|---|---|
| Amounts in Thousand Euros | 30 June 2017 | 30 June 2016 | Amount | % |
| Income from Investments | (766) | (663) | (103) | 15.54% |
| Interest income | (806) | (522) | (284) | 54.41% |
| Interest Expenses & bank charges |
35,906 | 29,006 | 6,900 | 23.79% |
| Total Finance Cost |
34,334 | 27,821 | 6,513 | 23.41% |
The "Income from Investments" amount of Euro 766 thousand for the first half of 2017 corresponds to the dividends from the fiscal year 2016 earnings of the companies "ATHENS AIRPORT FUEL PIPELINE COMPANY S.A." and "OFC AVIATION FUEL SERVICES S.A.". The amount of Euro 663 thousand for the first half of 2016 corresponds to the dividends from the fiscal year 2015 earnings of the company "OFC AVIATION FUEL SERVICES S.A." (please see section "Related Party Transactions").
The first half 2017 increase of Interest Expenses & bank charges, both at consolidated and at parent company level, is attributed to the one-off charge due to the payment of the applicable premium and
accrued but unpaid interest in the context of the refinancing of the Senior Notes issued by MOTOR OIL FINANCE PLC (please see section "Significant Events").
The Earnings before Tax of the Group in the first half of 2017 amounted to Euro 177,914 thousand compared to Earnings before Tax of Euro 170,898 thousand in the respective interim period of 2016 while the Earnings after Tax amounted to Euro 125,083 thousand compared to Earnings after Tax of Euro 118,006 thousand in the respective interim period of 2016.
The Earnings before Tax of the Company in the first half of 2017 amounted to Euro 174,113 thousand compared to Earnings before Tax of Euro 157,213 thousand in the respective interim period of 2016 while the Earnings after Tax amounted to Euro 123,160 thousand compared to Earnings after Tax of Euro 110,393 thousand in the respective period of 2016.
It is noted that the applicable corporate tax rate is 29% for the first half of 2017 (Law 4334 - Government Gazette A' 80/16.07.2015) as well as for the respective period of 2016.
The operations as well as the profitability of the companies engaged in the sector of "oil refining and marketing of petroleum products" are influenced by a series of external parameters and mainly the prices of crude oil, the refining margins, the EURO/US Dollar parity and the development of the interest rates (reference to the latter two parameters is made in the section "Management of Financial Risks").
During the first half of 2017 no particular volatility was noted with regard to the price of Brent which had been trading within the 45-55 USD/barrel range (max price 56.30 USD/barrel – min price 44.28 USD/barrel – average price 51.72 USD/barrel). In the period after June 30th (closing price 47.39 USD/barrel) the price of Brent has been likewise trading within the already mentioned 45-55 USD/barrel range (max price 52.91 USD/barrel – min price 46.53 USD/barrel – average price 49.86 USD/barrel) and at least in the short term no noticeable volatility is anticipated because of the seemingly sufficient supply of crude oil at international level.
It is hereby noted that, as a representative of the energy sector, the Company is treated with priority by the Banking Transactions Approval Committee of the Greek Ministry of Economy regarding the purchase of crude oil and of raw materials from abroad so as to secure the sufficiency of the Country with reference to petroleum products. On the operational front, through its exports which historically constitute the majority of its sales, the Company is in a position to finance the purchases of crude oil further securing the uninterrupted supply of its Refinery with raw material, without being affected by the capital controls imposed in Greece.
For the second half of 2017 the Company's operating results are expected to be satisfactory taking advantage of the Refinery's capability to deliver refining margins at the top end of the sector, combined with the continuation of the Company's operations at high level, the decrease of interest expenses, as a result of the de-escalation of bank liabilities and the reduced interest coupon of the new Bond Senior Notes due 2022, and taking into account that the one-off impact from the refinancing of the Euro 350 million Senior Notes (relevant reference is made in the section "Significant Events") has already been reflected on the financial figures of the first half of the fiscal year.
In the first six months of 2017 the Company carried out investments of Euro 38.5 million including the amount (Euro 15 million) for the acquisition of the storage installations of REVOIL S.A. (relevant reference is made in the section "Significant Events").
The capital expenditure for the first six months of 2017 was Euro 23.5 million absorbed by investment projects in progress aiming to upgrade the quality of the Refinery output and to enhance its energy
performance and infrastructure. The projects that stand out involve the Jet & ADO production increase from the Hydrocracker and the construction of new storage tanks at the area freed as a result of placing the overhead Public Power Corporation (PPC) lines underground.
For the fiscal 2017 the Company's capital expenditure is estimated at Euro 55 million.
The most important events for the Company during the first half of 2017 until the time of the writing of the present half year financial report are presented hereunder:
On 3rd January 2017 CORAL A.E., a wholly owned subsidiary of MOTOR OIL (HELLAS) S.A., acquired 100% of the shares issued by the company LUKOIL CYPRUS LIMITED owned by LUKOIL EUROPE HOLDINGS B.V. (registered address, Amsterdam, Netherlands) which was the seller. The value of the transaction amounted to Euro 9.5 million approximately. Following the acquisition of the shares referred to above, the acquired company LUKOIL CYPRUS LIMITED was renamed to CORAL ENERGY PRODUCTS CYPRUS LIMITED. CORAL ENERGY PRODUCTS CYPRUS LIMITED operates a network of retail service stations in Cyprus comprising of 31 LUKOIL branded sites.
On 26th January 2017 the Ordinary Resolution of the Shareholders of the company MOTOR OIL VEGAS UPSTREAM LIMITED decided a share capital increase in cash issuing additional 3,000 ordinary shares of nominal value Euro 1 each at a subscription price of Euro 1,666.67 each. From the share capital increase referred to above, an amount of Euro 3,000 was booked for the payment of the nominal value of the shares and the remaining amount of Euro 4,997,000 was booked as share premium. The payment of the Euro 3,250,000 amount corresponding to the participation of MOTOR OIL (HELLAS) S.A. in the above share capital increase was effected on 7th March 2017.
On 20th June 2017 the Ordinary Resolution of the Shareholders of the company MOTOR OIL VEGAS UPSTREAM LIMITED decided a subsequent share capital increase in cash issuing additional 2,000 ordinary shares of nominal value Euro 1 each at a subscription price of Euro 2,000 each. From the share capital increase referred to above, an amount of Euro 2,000 was booked for the payment of the nominal value of the shares and the remaining amount of Euro 3,998,000 was booked as share premium. The payment of the Euro 2,600,000 amount corresponding to the participation of MOTOR OIL (HELLAS) S.A. in the above share capital increase was effected on 27th June 2017.
Following the corporate actions referred above, the share capital of MOTOR OIL VEGAS UPSTREAM LIMITED is Euro 10,000 divided into 10,000 ordinary shares of nominal value Euro 1 each. MOTOR OIL (HELLAS) S.A. owns 65% of the shares of MOTOR OIL VEGAS UPSTREAM LIMITED and the total amount it has injected through consecutive share capital increases amounts to Euro 7,800,000. MOTOR OIL VEGAS UPSTREAM LIMITED is based in Cyprus and its corporate objective is the exploration and production of potential new oil resources (upstream).
In April 2017 the wholly owned subsidiary of MOTOR OIL (HELLAS) S.A. under the legal name MOTOR OIL FINANCE PLC which is based in London priced its Euro 350 million Senior Notes due 2022 at a coupon of 3.250% per annum (the "Notes") and at an issue price of 99.433% of their nominal value. The notes are guaranteed on a senior basis by MOTOR OIL (HELLAS) S.A. and are traded on the Irish Stock Exchange's Global Exchange Market.
The proceeds of the Notes were used by MOTOR OIL (HELLAS) S.A., together with cash on hand, to redeem all of the MOTOR OIL FINANCE PLC Euro 350 million 5.125% Senior Notes due 2019, including payment of the applicable premium and accrued but unpaid interest.
In May 2017 MOTOR OIL (HELLAS) S.A. acquired the storage installations of REVOIL S.A.. The installations are located at the prefecture of New Karvali close to the city of Kavala. The value of the transaction was Euro 15 million payable in installments.
On 26th June 2017, MOTOR OIL VEGAS UPSTREAM LTD" (HELLAS) S.A. completed the acquisition of 100% of the shares of VEGAS WEST OBAYED LTD which is registered in Nicosia, Cyprus and its major objectives are crude oil research, exploration and trading (upstream). The amount paid was 1 USD.
During the period after 30th June 2017 up to the date of these financial statements, the Company has repaid part of its Long-Term bank loans, approximately Euro 142.3 million (including USD 41.5 million), which has led to a significant de-escalation of its bank liabilities.
There are no events that could have a material impact on the Group's and the Company's financial structure or operations that have occurred since 1/7/2017 up to the date of issue of these financial statements.
The preparation of the financial statements presumes that various estimates 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 estimates are important but not restrictive. The actual future events may differ from the above estimates. The major sources of uncertainty in accounting estimates 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 19 of the financial statements.
Other sources of uncertainty relate to the assumptions made by management regarding the employee benefit plans such as payroll increase, remaining years to retirement, inflation rates etc. Another source of uncertainty regards the estimate for the fixed assets useful life. The above estimates and assumptions are based on the up to date experience of management and are re-evaluated so as to reflect the prevailing market conditions.
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 that are still in force, 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, has already issued, since 2014, bond loans through the offering of Senior Notes bearing a fixed rate coupon and also maintains 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 as of 30/6/2017 and 31/12/2016 was as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| (In 000's Euros) | 30/06/2017 | 31/12/2016 | 30/06/2017 | 31/12/2016 |
| Bank loans | 1,138,647 | 1,183,838 | 806,530 | 857,329 |
| Cash and cash equivalents | (853,407) | (800,285) | (760,164) | (688,735) |
| Net debt | 285,240 | 383,553 | 46,366 | 168,594 |
| Equity | 874,200 | 824,060 | 752,287 | 706,675 |
| Net debt to equity ratio | 0.33 | 0.47 | 0.06 | 0.24 |
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 endeavours 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 30/6/2017 amounted to Euro 23.7 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. A.E." 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.
The commitment of the Group to the fulfillment of its main goal, which involves its engagement in the wider energy sector catering for the energy 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 reflected on its policy for Quality, Environmental Protection and Health & Safety.
The Quality Management System of the Company was certified initially in 1993 according to the ISO 9002 standard while the reformation of the system commenced in 2002 aiming at the development of a new one meeting the standards of the (then) new ISO 9001:2000 which was certified by Bureau Veritas Quality International (BVQI) in January 2003. In March 2006 the system was recertified with validity until March 2009 when it was certified according to the new version of the standard ISO 9001:2008 and validity until February 2012 when its certification was renewed with validity until February 2015. In December 2014, within the context of the simultaneous evaluation of Company certifications, the ISO 9001:2008 standard was recertified with validity until December 2017.
The commitment of the management as well as the personnel of MOTOR OIL to continuous quality development is universal. In the context of this commitment, the Refinery Chemical Laboratory was accredited by the National Accreditation System (ESYD) with the ISO / IEC 17025 standard in September 2006 initially with validity until September 2010. Since then, the validity of the
accreditation was extended until September 2014 when it was extended once more until September 2018.
The Environmental Management System (EMS) of the Refinery was initially certified by Bureau Veritas Certification (BV Cert.) according to the ISO 14001:1996 standard in December 2000. In March 2007 the system was certified according to the more stringent standard ISO 14001:2004 and validity until January 2010. In March 2010 the system was recertified with validity until January 2013 when its certification was renewed with validity until January 2016. In December 2014, within the context of the simultaneous evaluation of Company certifications already mentioned, the Company EMS was recertified with validity until December 2017.
Furthermore, in July 2007, and given the firm commitment of the Company to continuous improvement of environmental management and dissemination of information regarding the impact of its operations on the environment, MOTOR OIL voluntarily adopted the European Regulation (ER) 761/2001 EMAS (Eco-Management and Audit Scheme) and since then has been issuing an annual Environmental Statement certified by Bureau Veritas. The annual Environmental Statements for the fiscal years 2006-2009 were compiled according to the above mentioned European Regulation standard EMAS II 761/2001 while these of the fiscal years 2010-2016 according to the more recent European Regulation standard EMAS III 1221/2009. The year 2016 Environmental Statement was submitted to the MINISTRY OF PRODUCTIVE RECONSTRUCTION ENVIRONMENT & ENERGY in July 2017 bearing the Protocol Number 12588/17.07.2017.
The triple combination of certifications, ISO 14001:2004 & EMAS with regard to environment, and ISO 9001:2008 with regard to quality, is of great importance and is encountered only in a handful of European refineries with high degree of complexity similar to that of the Refinery of MOTOR OIL.
MOTOR OIL is also committed to incorporate Health & Safety requirements in its planning, decision making and Refinery operation always considering all stakeholders.
Within the context of this commitment, the Health & Safety Management of the Refinery was revised thoroughly and certified by Bureau Veritas Certification (BV Cert.) according to the international standard OHSAS 18001:2007 in December 2008. This certification initially had a three-year validity. In December 2011 the OHSAS 18001:2007 was recertified with validity until December 2014 when it was recertified with validity until December 2017.
The key financial ratios for the Group and the Company are as follows:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 30/06/2017 | 30/06/2016 | 30/06/2017 | 30/06/2016 | |
| Debt to Capital Ratio Total Borrowings , Total Borrowings + Total Equity |
56.57% | 65.73% | 51.74% | 62.69% |
| Net Debt to Equity Ratio |
||||
| Total Borrowings Total Equity |
1.30 | 1.92 | 1.07 | 1.68 |
| GROUP | COMPANY | |||
| 30/06/2017 | 30/06/2016 | 30/06/2017 | 30/06/2016 | |
| Return On Assets (ROA) Net Profits after Tax |
4.38% | 4.33% | 5.50% | 5.12% |
| Total Assets Return On Equity (ROE) Net Profits after Tax |
14.31% | 17.71% | 16.37% | 19.51% |
| Total Equity | ||||
| Return On Invested Capital (ROIC) |
||||
| Net Profits After Tax + Finance Costs , Total Net Borrowings + Total Equity + Provisions |
13.15% | 11.46% | 17.74% | 14.37% |
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 | 1 | 0 | |||
| Associates: | ||||||
| SEKAVIN | 43,354 | 427 | 3,085 | 182 | ||
| ΕΑΚΑΑ. S.A. | 102 | |||||
| AIR LIFT | 18 | 13 | 13 | 0 | ||
| KORINTHOS POWER S.A. | 245 | 1 | ||||
| RAPI. | 188 | 44 | ||||
| M & M | 0 | 557 | 0 | 117 | ||
| SHELL-MOH AVIATION | 44,341 | 263 | 15,698 | 9 | ||
| ALL SPORTS | 18 | 12 | 1 | 24 | ||
| NUR-MOH | 0 | 0 | ||||
| Total | 87,977 | 1,459 | 102 | 18,800 | 376 |
| COMPANY | ||||||
|---|---|---|---|---|---|---|
| Amounts in thousand Euro | Sales of products and services |
Other expenses | Dividends | Receivables | Payables | |
| Subsidiaries: | ||||||
| AVIN OIL A.V.E.N.E.P | 182,538 | 22,571 | 9,136 | 4,424 | ||
| ELECTROPARAGOGI SOUSSAKI S.A | 1 | 0 | ||||
| OFC AVIATION FUEL SERVICES | 665 | 73 | ||||
| CORAL INNOVATIONS | 12 | 7 | ||||
| CORAL PRODUCTS & TRADING | 8,230 | 44 | 613 | |||
| LPC | 10,045 | 2,502 | 3,791 | 1,676 | ||
| ΜΑΚREON S.A | 21 | 16 | 12 | 0 | ||
| CORAL A.E. | 238,800 | 6,661 | 15,292 | 1,145 | ||
| MYRTEA | 27 | 1 | 16 | |||
| ERMIS | 60 | 5 | 35 | 0 | ||
| CORAL GAS | 30,308 | 0 | 3,120 | 0 | ||
| MOTOR OIL FINANCE PLC | 21,474 | 1,946 | 346,560 | |||
| MOTOR OIL CYPRUS | 3 | 50 | ||||
| KEPED | 0 | 0 | ||||
| ENDIALE | 6 | 6 | ||||
| CYTOP | 26 | 6 | ||||
| DMCC | 111,369 | 0 | 27,176 | |||
| MOTOR OIL TRADING | 1,207 | 7 | 288 | |||
| B.F.S. A.E. | 10 | 840 | 2 | |||
| CORAL ENERGY CYPRUS | 225 | 225 | ||||
| AVIN AKINHTA | 43 | 43 | ||||
| Total | 582,879 | 54,173 | 665 | 61,738 | 353,904 | |
| Associates: | ||||||
| SEKAVIN | 43,349 | 426 | 3,082 | 182 | ||
| ΕΑΚΑΑ. S.A. | 102 | |||||
| KORINTHOS POWER S.A | 245 | 0 | 0 | |||
| SHELL-MOH AVIATION | 42,515 | 263 | 15,360 | |||
| AIR LIFT SA | 13 | |||||
| M & M | ||||||
| NUR-MOH | ||||||
| Total | 86,109 | 702 | 102 | 18,442 | 182 | |
| Grand Total | 668,988 | 54,875 | 767 | 80,180 | 354,086 |
Sales of goods to related parties were made on an arm's length basis. The amounts outstanding will be settled in cash.
No provision has been made for doubtful debts in respect of the amounts due from related parties.
The remuneration of the key management personnel of the Group, for the period 1/1–30/6/2017 and 1/1 - 30/06/2016 amounted to Euro 3,834 thousand and Euro 3,724 thousand respectively (Company: 1/1 - 30/06/2017: Euro 991 thousand, 1/1 - 30/06/2016: Euro 972 thousand).
The Board of Directors' fees are proposed by the management and are approved by the Annual General Assembly of Company shareholders.
Other short term benefits granted to the top management of the Group amounted to Euro 173 thousand for the period 1/1 - 30/06/2017 and to Euro 163 thousand for the period 1/1 – 30/06/2016 (Company: 1/1 - 30/06/2017: Euro 35 thousand, 1/1 – 30/06/2016: Euro 37 thousand)
There are leaving indemnities paid to key management for the Group of Euro 0 thousand for the period 1/1–30/6/2017 and Euro 18 thousand for the period 1/1–30/6/2016 respectively.
There are no other transactions, receivables and/or payables among Group companies and key management personnel.
Maroussi, 25 August 2017
THE DEPUTY MANAGING DIRECTORS THE MEMBERS OF THE BoD
THE VICE CHAIRMAN
VARDIS J. VARDINOYANNIS JOHN V. VARDINOYANNIS
JOHN Ν. KOSMADAKIS NIKOS TH. VARDINOYANNIS
PETROS Τ. TZANNETAKIS GEORGE P. ALEXANDRIDIS
MICHAEL – MATHEOS J. STIAKAKIS
ANASTASIOS – ELIAS CHR. TRIANDAPHYLLIDIS
ANTONIOS TH. THEOHARIS
THEOFANIS CHR. VOUTSARAS
NIKI D. STOUFI
Prefecture of Attica Registration Nr 1482/06/Β/86/26 Headquarters: Irodou Attikou 12Α – 151 24 Maroussi Attica
IN ACCORDANCE WITH INTERNATIONAL FINANCIAL REPORTING STANDARDS THAT HAVE BEEN ADOPTED BY THE EUROPEAN UNION
FOR THE PERIOD 1 JANUARY – 30 JUNE 2017
FOR THE GROUP AND THE COMPANY
"MOTOR OIL (HELLAS) CORINTH REFINERIES S.A."
| Page | |
|---|---|
| Condensed Statement of Profit or Loss and other Comprehensive Income for the period ended 30th June 2017 |
3 |
| Condensed Statement of Financial Position as at 30th June 2017 |
4 |
| Condensed Statement of Changes in Equity for the period ended 30th June 2017 |
6 |
| Condensed Statement of Cash Flows for the period ended 30th June 2017 |
7 |
| Νotes to the Financial Statements | 8 |
| 1. General Information |
8 |
| 2. Adoption of new and revised International Financial Reporting Standards (IFRSs) |
8 |
| 3. Operating Segments |
12 |
| 4. Revenue |
14 |
| 5. Changes in Inventories / Cost of Sales |
14 |
| 6. Income Tax Expenses |
15 |
| 7. Earnings per Share |
15 |
| 8. Dividends |
15 |
| 9. Goodwill |
15 |
| 10. Other Intangible Assets | 16 |
| 11. Property, Plant and Equipment | 17 |
| 12. Investments in Subsidiaries and Associates | 18 |
| 13. Available for Sale Investments | 21 |
| 14. Borrowings | 21 |
| 15. Share Capital | 23 |
| 16. Reserves | 24 |
| 17. Retained Earnings | 24 |
| 18. Establishment/Acquisition of Subsidiaries | 24 |
| 19. Contingent Liabilities/Commitments | 27 |
| 20. Related Party Transactions | 28 |
| 21. Management of Financial Risks | 28 |
| 22. Events after the Reporting Period | 31 |
The interim condensed financial statements of the Group and the Company, set out on pages 1 to 31, were approved at the Board of Directors' Meeting dated Friday 25 August, 2017.
THE DEPUTY MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER
THE CHIEF ACCOUNTANT
VARDIS J. VARDINOYANNIS PETROS T. TZANNETAKIS THEODOROS N. PORFIRIS
| Period 1/1 – 30/6/2017 |
GROUP | COMPANY | ||||
|---|---|---|---|---|---|---|
| In 000's Euros (except for "earnings per share") | Note | 1/1-30/6/2017 | 1/1-30/6/2016 | 1/1-30/6/2017 | 1/1-30/6/2016 | |
| Operating results | ||||||
| Revenue | 4 | 3,743,346 | 2,656,168 | 2,748,167 | 1,790,701 | |
| Cost of Sales | 5 | (3,365,314) | (2,333,710) | (2,492,594) | (1,586,297) | |
| Gross profit | 378,032 | 322,458 | 255,573 | 204,404 | ||
| Distribution expenses | (103,440) | (99,803) | (13,214) | (15,973) | ||
| Administrative expenses | (34,069) | (27,222) | (18,115) | (14,590) | ||
| Other operating income / (expenses) | (19,383) | 15,330 | (15,797) | 11,193 | ||
| Profit from operations | 221,140 | 210,763 | 208,447 | 185,034 | ||
| Investment income | 1,198 | 700 | 1,572 | 1,185 | ||
| Share of profit / (loss) in associates | 3,719 | (117) | 0 | 0 | ||
| Finance costs | (48,143) | (40,448) | (35,906) | (29,006) | ||
| Profit / (loss) before tax | 177,914 | 170,898 | 174,113 | 157,213 | ||
| Income taxes | 6 | (52,831) | (52,892) | (50,953) | (46,820) | |
| Profit / (loss) after tax | 125,083 | 118,006 | 123,160 | 110,393 | ||
| Attributable to Company Shareholders | 126,515 | 117,987 | 123,160 | 110,393 | ||
| Non-controlling interest | (1,432) | 19 | 0 | 0 | ||
| Earnings per share basic and diluted (in Euro) | 7 | 1.14 | 1.07 | 1.11 | 1.00 | |
| Other comprehensive income | ||||||
| Subsidiary Share Capital increase expenses | (25) | (4) | 0 | 0 | ||
| Exchange differences on translating foreign operations | (412) | (27) | 0 | 0 | ||
| Income tax on other comprehensive income | 7 | 1 | 0 | 0 | ||
| Total comprehensive income | (430) 124,653 |
(30) 117,976 |
0 123,160 |
0 110,393 |
||
| Attributable to Company Shareholders | 126,210 | 117,967 | 123,160 | 110,393 | ||
| Non-controlling interest | (1,557) | 9 | 0 | 0 |
The notes on pages 8-31 are an integral part of these interim condensed Financial Statements.
| Period 1/4 – 30/6/2017 |
GROUP | COMPANY | |||
|---|---|---|---|---|---|
| In 000's Euros (except for "earnings per share") | 1/4-30/6/2017 1/4-30/6/2016 | 1/4-30/6/2017 1/4-30/6/2016 | |||
| Operating results | |||||
| Revenue | 1,903,692 | 1,371,043 | 1,406,926 | 924,635 | |
| Cost of Sales | (1,735,666) | (1,209,834) | (1,301,888) | (830,435) | |
| Gross profit | 168,026 | 161,209 | 105,038 | 94,200 | |
| Distribution expenses | (52,732) | (51,565) | (5,527) | (8,523) | |
| Administrative expenses | (18,984) | (14,600) | (10,073) | (8,057) | |
| Other operating income / (expenses) | (18,607) | 24,896 | (17,774) | 22,507 | |
| Profit from operations | 77,703 | 119,940 | 71,664 | 100,127 | |
| Investment income | 689 | 289 | 1,131 | 889 | |
| Share of profit / (loss) in associates | 2,411 | 1,024 | 0 | 0 | |
| Finance costs | (29,690) | (19,554) | (23,535) | (13,831) | |
| Profit / (loss) before tax | 51,113 | 101,699 | 49,260 | 87,185 | |
| Income taxes | (15,319) | (32,366) | (14,457) | (26,513) | |
| Profit / (loss) after tax | 35,794 | 69,333 | 34,803 | 60,672 | |
| Attributable to Company Shareholders | 36,191 | 69,309 | 34,803 | 60,672 | |
| Non-controlling interest | (397) | 24 | 0 | 0 | |
| Earnings / (losses) per share basic and diluted (in Euro) |
0.33 | 0.63 | 0.31 | 0.55 | |
| Other comprehensive income Items that will not be reclassified in the results: |
|||||
| Subsidiary Share Capital increase expenses | (5) | (4) | 0 | 0 | |
| Exchange differences on translating foreign operations | (325) | (10) | 0 | 0 | |
| Income tax on other comprehensive income | 1 | 1 | 0 | 0 | |
| (329) | (13) | 0 | 0 | ||
| Total comprehensive income |
35,465 | 69,320 | 34,803 | 60,672 | |
| Attributable to Company Shareholders | 35,962 | 69,306 | 34,803 | 60,672 | |
| Non-controlling interest | (497) | 14 | 0 | 0 |
The notes on pages 8-31 are an integral part of these interim condensed Financial Statements of the Company and the Group.
| (In 000's Euros) | Note | GROUP | COMPANY | ||
|---|---|---|---|---|---|
| 30/6/2017 | 31/12/2016 | 30/6/2017 | 31/12/2016 | ||
| Assets | |||||
| Non-current assets | |||||
| Goodwill | 9 | 19,772 | 19,772 | 0 | 0 |
| Other intangible assets | 10 | 22,311 | 24,178 | 700 | 529 |
| Property, Plant and Equipment | 11 | 1,021,275 | 1,005,856 | 690,418 | 690,712 |
| Investments in subsidiaries and associates | 12 | 46,842 | 47,374 | 191,365 | 185,515 |
| Available for sale investments | 13 | 937 | 937 | 937 | 937 |
| Other non-current assets | 36,397 | 35,527 | 2,044 | 2,174 | |
| Total | 1,147,534 | 1,133,644 | 885,464 | 879,867 | |
| Current assets | |||||
| Inventories | 487,405 | 560,930 | 377,672 | 458,395 | |
| Trade and other receivables | 364,372 | 368,243 | 216,398 | 247,582 | |
| Cash and cash equivalents | 853,407 | 800,285 | 760,164 | 688,735 | |
| Total | 1,705,184 | 1,729,458 | 1,354,234 | 1,394,712 | |
| Total Assets | 2,852,718 | 2,863,102 | 2,239,698 | 2,274,579 | |
| Liabilities | |||||
| Non-current liabilities | |||||
| Borrowings | 14 | 948,955 | 1,092,655 | 722,835 | 856,360 |
| Provision for retirement benefit obligation | 51,770 | 50,344 | 39,454 | 38,326 | |
| Deferred tax liabilities | 69,038 | 77,879 | 47,837 | 56,314 | |
| Other non-current liabilities | 21,147 | 11,277 | 10,000 | 0 | |
| Other non-current provisions | 1,020 | 1,025 | 0 | 0 | |
| Deferred income | 5,213 | 5,728 | 5,213 | 5,728 | |
| Total | 1,097,143 | 1,238,908 | 825,339 | 956,728 | |
| Current liabilities | |||||
| Trade and other payables | 568,320 | 635,684 | 464,418 | 542,515 | |
| Provision for retirement benefit obligation | 2,589 | 2,331 | 2,410 | 2,221 | |
| Income taxes | 119,717 | 69,866 | 110,492 | 64,401 | |
| Borrowings | 14 | 189,692 | 91,183 | 83,695 | 969 |
| Deferred income | 1,057 | 1,070 | 1,057 | 1,070 | |
| Total | 881,375 | 800,134 | 662,072 | 611,176 | |
| Total Liabilities | 1,978,518 | 2,039,042 | 1,487,411 | 1,567,904 | |
| Equity | |||||
| Share capital | 15 | 83,088 | 83,088 | 83,088 | 83,088 |
| Reserves | 16 | 80,429 | 79,888 | 52,144 | 51,268 |
| Retained earnings | 17 | 704,719 | 658,963 | 617,055 | 572,319 |
| Equity attributable to Company | |||||
| Shareholders | 868,236 | 821,939 | 752,287 | 706,675 | |
| Non-controlling interest | 5,964 | 2,121 | 0 | 0 | |
| Total Equity | 874,200 | 824,060 | 752,287 | 706,675 | |
| Total Equity and Liabilities | 2,852,718 | 2,863,102 | 2,239,698 | 2,274,579 |
The notes on pages 8-31 are an integral part of these interim condensed Financial Statements.
| (In 000's Euros) | Share Capital |
Reserves | Retained Earnings |
Total | Non controlling interests |
Total |
|---|---|---|---|---|---|---|
| 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 | 117,987 | 117,987 | 19 | 118,006 |
| Other comprehensive income for the period | 0 | 0 | (20) | (20) | (10) | (30) |
| Total comprehensive income for the period | 0 | 0 | 117,967 | 117,967 | 9 | 117,976 |
| Transfer to Reserves | 0 | 4,119 | (4,119) | 0 | 0 | 0 |
| Dividends | 0 | 0 | (55,430) | (55,430) | (123) | (55,553) |
| Balance as at 30 June 2016 | 83,088 | 79,428 | 502,364 | 664,880 | 1,357 | 666,237 |
| Balance as at 1 January 2017 Profit/(loss) for the period |
83,088 | 79,888 | 658,963 | 821,939 | 2,121 | 824,060 |
| Other comprehensive income for the period | 0 0 |
0 0 |
126,515 (305) |
126,515 (305) |
(1,432) (125) |
125,083 (430) |
| Total comprehensive income for the period | 0 | 0 | 126,210 | 126,210 | (1,557) | 124,653 |
| Non-controlling interest arising on the acquisition of subsidiary |
0 | 0 | (2,365) | (2,365) | 5,516 | 3,151 |
| Transfer to Reserves | 0 | 541 | (541) | 0 | 0 | 0 |
| Dividends | 0 | 0 | (77,548) | (77,548) | (116) | (77,664) |
| Balance as at 30 June 2017 | 83,088 | 80,429 | 704,719 | 868,236 | 5,964 | 874,200 |
| (In 000's Euros) | Share capital |
Reserves | Retained Earnings | Total |
|---|---|---|---|---|
| Balance as at 1 January 2016 | 83,088 | 51,268 | 376,422 | 510,778 |
| Profit/(loss) for the period | 0 | 0 | 110,393 | 110,393 |
| Other comprehensive income for the period | 0 | 0 | 0 | 0 |
| Total comprehensive income for the period | 0 | 0 | 110,393 | 110,393 |
| Dividends | 0 | 0 | (55,430) | (55,430) |
| Balance as at 30 June 2016 | 83,088 | 51,268 | 431,385 | 565,741 |
| Balance as at 1 January 2017 | 83,088 | 51,268 | 572,319 | 706,675 |
| Profit/(loss) for the period | 0 | 0 | 123,160 | 123,160 |
| Other comprehensive income for the period | 0 | 0 | 0 | 0 |
| Total comprehensive income for the period | 0 | 0 | 123,160 | 123,160 |
| Transfer to Reserves | 0 | 876 | (876) | 0 |
| Dividends | 0 | 0 | (77,548) | (77,548) |
| Balance as at 30 June 2017 | 83,088 | 52,144 | 617,055 | 752,287 |
The notes on pages 8-31 are an integral part of these interim condensed Financial Statements
| (In 000's Euros) | GROUP | COMPANY | |||
|---|---|---|---|---|---|
| Note | 1/1 – 30/6/2017 | 1/1 – 30/6/2016 | 1/1 – 30/6/2017 | 1/1 – 30/6/2016 | |
| Operating activities | |||||
| Profit before tax | 177,914 | 170,898 | 174,113 | 157,213 | |
| Adjustments for: | |||||
| Depreciation & amortization of non-current assets | 51,960 | 49,080 | 38,520 | 37,509 | |
| Provisions | 2,846 | (1,299) | 1,155 | (949) | |
| Exchange differences | (6,051) | 5,232 | (5,762) | 4,483 | |
| Investment income / (expenses) | (2,975) | 823 | (1,858) | (1,423) | |
| Finance costs | 48,143 | 40,448 | 35,906 | 29,006 | |
| Movements in working capital: | |||||
| Decrease / (increase) in inventories | 74,260 | (57,919) | 80,724 | (56,973) | |
| Decrease / (increase) in receivables | 1,788 | (62,686) | 30,744 | (13,677) | |
| (Decrease) / increase in payables (excluding | |||||
| borrowings) | (152,098) | 52,293 | (160,637) | 47,389 | |
| Less: | |||||
| Finance costs paid | (46,561) | (39,355) | (34,951) | (27,897) | |
| Taxes paid Net cash (used in) / from operating activities (a) |
(13,338) 135,888 |
(140) 157,375 |
(13,338) 144,616 |
0 174,681 |
|
| Investing activities Acquisition of subsidiaries, affiliates, joint-ventures and other investments |
(6,014) | 0 | (5,850) | 0 | |
| Purchase of tangible and intangible assets * | (37,277) | (38,236) | (23,471) | (29,963) | |
| Proceeds on disposal of tangible and intangible | |||||
| assets | 140 | 157 | 110 | 0 | |
| Interest received | 592 | 328 | 526 | 224 | |
| Dividends received | 102 | 0 | 767 | 663 | |
| Net cash (used in) / from investing activities (b) | (42,457) | (37,751) | (27,918) | (29,076) | |
| Financing activities | |||||
| Proceeds from borrowings | 622,089 | 157,507 | 604,428 | 157,500 | |
| Repayments of borrowings | (662,243) | (231,547) | (649,659) | (226,168) | |
| Repayments of finance leases | (39) | (12) | (38) | (12) | |
| Dividends Paid | (116) | (123) | 0 | 0 | |
| Net cash (used in) / from financing activities (c) | (40,309) | (74,175) | (45,269) | (68,680) | |
| Net increase / (decrease) in cash and cash equivalents (a)+(b)+(c) |
53,112 | 45,449 | 71,429 | 76,925 | |
| Cash and cash equivalents at the beginning of the period |
800,285 | 670,559 | 688,735 | 567,726 | |
| Cash and cash equivalents at the end of the period | 853,407 | 716,008 | 760,164 | 644,651 |
* Not including fixed assets purchases of €15 million, that will be paid in future periods.
The notes on pages 8-31 are an integral part of these interim condensed Financial Statements.
The parent company of the MOTOR OIL Group (the Group) is the entity under the trade name "Motor Oil (Hellas) Corinth Refineries S.A." (the Company), which is registered in Greece as a public company (Societe Anonyme) according to the provisions of Company Law 2190/1920, with headquarters in Maroussi of Attica, 12Α Irodou Attikou street, 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 5.9%.
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 June 2017 the number of employees, for the Group and the Company, was 2,153 and 1,228 respectively (30/6/2016: Group: 2,012 persons, Company: 1,186 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 2016 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 2016 except for the following:
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 and is estimated that it will not have a significant impact in the Financial statements of the Group and the Company.
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 and is estimated that it will not have a significant impact in the Financial statements of the Group and the Company.
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 been endorsed by the European Union and is estimated that it will not have a significant impact in the Financial statements of the Group and the Company.
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. The Group will assess the impact of the standard in the Financial statements of the Group and the Company.
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 standard has been endorsed by the European Union. The Group will assess the impact of the standard in the Financial statements of the Group and the Company.
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 been endorsed by the EU. The Group will assess the impact of the standard in the Financial statements of the Group and the Company.
Amends IFRS 4 'Insurance Contracts' to 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. The amendment is not yet endorsed for use in the EU and is estimated that it will have no impact in the Financial statements of the Group and the Company.
Amends IFRS 2 to clarify the classification and measurement of share-based payment transactions with respect to a) the accounting for cash-settled share-based payment transactions that include a performance condition; b) the classification of share-based payment transactions with net settlement features; and c) the accounting for modifications of share-based payment transactions from cash-settled to equity-settled. Not yet endorsed for use in the EU and is estimated that it will have no impact in the Financial statements of the Group and the Company.
The interpretation addresses foreign currency transactions or parts of transactions where i) there is consideration that is denominated or priced in a foreign currency; ii) the entity recognises a prepayment asset or a deferred income liability in respect of that consideration, in advance of the recognition of the related asset, expense or income; and iii) the prepayment asset or deferred income liability is non-monetary. The Interpretations Committee concluded that the date of the transaction, for the purpose of determining the exchange rate, is the date of initial recognition of the non-monetary prepayment asset or deferred income liability and in case there are multiple payments or receipts in advance, a date of transaction is established for each payment or receipt. Not yet endorsed for use in the EU and is estimated that it will not have a significant impact in the Financial statements of the Group and the Company.
Amends IAS 40 Investment Property to state in paragraph 57 that an entity shall transfer a property to, or from, investment property when, and only when, there is evidence of a change in use. A change of use occurs if property meets, or ceases to meet, the definition of investment property. A change in management's intentions for the use of a property by itself does not constitute evidence of a change in use. The list of examples of evidence in paragraph 57 (a) – (d) is now presented as a non-exhaustive list of examples instead of the previous exhaustive list. The standard is not yet endorsed for use in the EU and is estimated that it will not have a significant impact in the Financial statements of the Group and the Company.
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 is not yet endorsed for use in the EU. The Group will assess the impact of the standard in the Financial statements of the Group and the Company.
The interpretation sets out how to determine taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates when there is uncertainty over income tax treatments under IAS 12 Income Taxes. The Interpretation requires an entity to a) determine whether uncertain tax positions are assessed separately or as a group; and b) assess whether it is probable that a tax authority will accept an uncertain tax treatment used, or proposed to be used, by an entity in its income tax filings. If yes, the entity should determine its accounting tax position consistently with the tax treatment used or planned to be used in its income tax filings. If no, the entity should reflect the effect of uncertainty in determining its accounting tax position. The standard is not yet endorsed for use in the EU. The Group will assess the impact of the standard in the Financial statements of the Group and the Company.
IFRS 17 requires insurance liabilities to be measured at a current fulfillment value and provides a more uniform measurement and presentation approach for all insurance contracts. These requirements are designed to achieve the goal of a consistent, principle-based accounting for insurance contracts. IFRS 17 supersedes IFRS 4 Insurance Contracts as of 1 January 2021. The standard is not yet endorsed for use in the EU and is estimated that it will have no impact in the Financial statements of the Group and the Company.
The major part of the Group's activities takes place in Greece, given that most Group Companies included in the consolidation, are based in Greece, while those having activities abroad are very few with limited operations for the time being.
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:
| ( In 000's Euros) | 1/1-30/6/2017 | 1/1-30/6/2016 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Business Operations | Refinery's Activities |
Trading/ Sales to Gas Stations |
Services | Eliminations/ Adjustments |
Total | Refinery's Activities |
Trading/ Sales to Gas Stations |
Services | Eliminations/ Adjustments |
Total |
| Sales to third parties | 2,205,039 | 1,534,106 | 4,201 | 0 | 3,743,346 | 1,418,974 | 1,232,921 | 4,273 | 0 | 2,656,168 |
| Inter-segment sales | 579,981 | 501,475 | 1,639 | (1,083,095) | 0 | 406,262 | 400,200 | 1,206 | (807,668) | 0 |
| Total revenue | 2,785,020 | 2,035,581 | 5,840 | (1,083,095) | 3,743,346 | 1,825,236 | 1,633,121 | 5,479 | (807,668) | 2,656,168 |
| Cost of Sales | (2,521,625) | (1,922,644) | (4,678) | 1,083,633 | (3,365,314) | (1,614,371) | (1,522,920) | (4,277) | 807,858 | (2,333,710) |
| Gross profit | 263,395 | 112,937 | 1,162 | 538 | 378,032 | 210,865 | 110,201 | 1,202 | 190 | 322,458 |
| Distribution expenses | (17,092) | (101,513) | (7) | 15,172 | (103,440) | (19,296) | (93,916) | 0 | 13,409 | (99,803) |
| Administrative expenses | (21,360) | (12,272) | (906) | 469 | (34,069) | (16,241) | (10,649) | (729) | 397 | (27,222) |
| Other operating income / (expenses) | (19,306) | 18,489 | 16 | (18,582) | (19,383) | 11,988 | 17,725 | 21 | (14,404) | 15,330 |
| Segment result from operations | 205,637 | 17,641 | 265 | (2,403) | 221,140 | 187,316 | 23,361 | 494 | (408) | 210,763 |
| Investment income | 1,952 | 771 | 21,487 | (23,012) | 1,198 | 1,193 | 2,690 | 9,651 | (12,834) | 700 |
| Share of profit / (loss) in associates | 0 | 0 | 0 | 3,719 | 3,719 | 0 | 0 | 0 | (117) | (117) |
| Finance costs | (36,546) | (11,775) | (21,456) | 21,634 | (48,143) | (29,700) | (11,054) | (9,543) | 9,849 | (40,448) |
| Profit before tax | 171,043 | 6,637 | 296 | (62) | 177,914 | 158,809 | 14,997 | 602 | (3,510) | 170,898 |
| Other information | ||||||||||
| Additions attributable to acquisition of subsidiaries | 0 | 13,369 | 0 | 0 | 13,369 | 0 | 0 | 0 | 0 | 0 |
| Capital additions | 38,837 | 11,621 | 1,819 | 0 | 52,277 | 30,334 | 7,774 | 128 | 0 | 38,236 |
| Depreciation/amortization for the period | 39,154 | 11,814 | 975 | 17 | 51,960 | 38,108 | 10,124 | 958 | (110) | 49,080 |
| Financial Position | ||||||||||
| Assets | ||||||||||
| Segment assets (excluding investments) | 2,115,755 | 767,005 | 372,995 | (450,816) | 2,804,939 | 2,026,404 | 693,494 | 372,448 | (419,599) | 2,672,747 |
| Investments in subsidiaries & associates | 191,614 | 33,581 | 9,348 | (187,701) | 46,842 | 183,413 | 19,344 | 64 | (156,468) | 46,353 |
| Available for Sale Investments | 937 | 0 | 0 | 0 | 937 | 937 | 0 | 0 | 0 | 937 |
| Total assets | 2,308,306 | 800,586 | 382,343 | (638,517) | 2,852,718 | 2,210,754 | 712,838 | 372,512 | (576,067) | 2,720,037 |
| Liabilities | ||||||||||
| Total liabilities | 1,525,773 | 547,522 | 355,368 | (450,145) | 1,978,518 | 1,622,235 | 495,652 | 357,091 | (421,178) | 2,053,800 |
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 first 6month 2016 to € 254,048 thousand (percentage 14.2%). The sales for respective 2017 period were less than 10%.
| Sales revenue is analysed as follows: |
GROUP | COMPANY | ||||
|---|---|---|---|---|---|---|
| (In 000's Euros) | 1/1 – 30/6/17 |
1/1 – 30/6/16 |
1/1 – 30/6/17 |
1/1 – 30/6/16 |
||
| Sales revenue | 3,743,346 | 2,656,168 | 2,748,168 | 1,790,701 |
The following table provides an analysis of the sales by geographical market (domestic – export) and by category of sales (products - merchandise - services):
| (In 000's Euros) | 1/1 – 30/6/17 |
1/1 – 30/6/16 |
||||||
|---|---|---|---|---|---|---|---|---|
| SALES: | DOMESTIC | BUNKERING | EXPORT | TOTAL | DOMESTIC | BUNKERING | EXPORT | TOTAL |
| Products | 497,005 | 174,141 | 1,890,031 | 2,561,177 | 429,799 | 102,187 | 1,054,630 | 1,586,616 |
| Merchandise | 1,040,104 | 60,566 | 77,298 | 1,177,968 | 904,863 | 31,010 | 129,406 | 1,065,279 |
| Services | 4,201 | 0 | 0 | 4,201 | 4,273 | 0 | 0 | 4,273 |
| Total | 1,541,310 | 234,707 | 1,967,329 | 3,743,346 | 1,338,935 | 133,197 | 1,184,036 | 2,656,168 |
| (In 000's Euros) | 1/1 – 30/6/17 |
1/1 – 30/6/16 |
|||||||
|---|---|---|---|---|---|---|---|---|---|
| SALES: | DOMESTIC | BUNKERING | EXPORT | TOTAL | DOMESTIC | BUNKERING | EXPORT | TOTAL | |
| Products | 483,725 | 169,187 | 1,880,843 | 2,533,755 | 417,744 | 97,701 | 1,048,895 | 1,564,340 | |
| Merchandise | 116,220 | 36,516 | 61,677 | 214,413 | 108,509 | 23,950 | 93,902 | 226,361 | |
| Total | 599,945 | 205,703 | 1,942,520 | 2,748,168 | 526,253 | 121,651 | 1,142,797 | 1,790,701 |
Based on historical information of the Company and the Group, the percentage of quarterly sales volume varies from 26% 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, € 7,521 thousand for 1/1–30/6/2017 whereas during the prior period 1/1-30/6/2016 there was a charge of € 726 thousand and a reversal of impairment of € 1,989 thousand. The charge per inventory category is as follows:
| (In 000's Euros) | 1/1 – 30/6/17 |
1/1 – 30/6/16 |
|---|---|---|
| Products | 1,093 | 136 |
| Merchandise | 1,114 | (1,399) |
| Raw materials | 5,314 | 0 |
| Total | 7,521 | (1,263) |
The total cost of inventories recognized as an expense during the current and prior year period for the Group was for 1/1–30/6/2017: € 3,318,124 thousand and for 1/1–30/6/2016 € € 2,296,374 thousand (Company: 1/1–30/6/2017: € 2,446,916 thousand, 1/1–30/6/2016: € 1,548,346 thousand).
| (In 000's Euros) | GROUP | COMPANY | |||
|---|---|---|---|---|---|
| 1/1-30/6/17 | 1/1-30/6/16 | 1/1-30/6/17 | 1/1-30/6/16 | ||
| Current corporate tax for the period | 63,155 | 49,981 | 59,429 | 44,710 | |
| Tax audit adjustments | (9) | (3) | 0 | 0 | |
| Deferred tax | (10,315) | 2,914 | (8,476) | 2,110 | |
| Total | 52,831 | 52,892 | 50,953 | 46,820 |
Current corporate income tax is calculated at 29% for the period 1/1-30/6/2017 and for the period 1/1-30/6/2016.
The calculation of the basic earnings per share attributable to the ordinary equity holders is based on the following data:
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 1/1-30/6/17 | 1/1-30/6/16 | 1/1-30/6/17 | 1/1-30/6/16 | |
| Earnings/(losses) attributable to Company Shareholders (in 000's Euros) |
126,515 | 117,987 | 123,160 | 110,393 |
| 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/(losses) per share, basic and diluted in € |
1.14 | 1.07 | 1.11 | 1.00 |
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 2017, approved the distribution of total gross dividends for 2016 of € 99,704,682 (€ 0.90 per share). It is noted that a gross interim dividend of € 22,156,596 (€ 0.20 per share) for 2016 has been paid and accounted for in December 2016, while the remaining € 77,548,086 (€ 0.70 per share) has been accounted for in June and paid in July 2017.
Goodwill for the Group as at 30 June 2017 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) | 31/12/2016 | Additions | 30/6/17 |
|---|---|---|---|
| Goodwill | 19,772 | 0 | 19,772 |
The carrying amount of other intangible assets represents software purchases, rights to operate gas stations on leasehold property and service concession arrangements. The movement for the period 1/1/2017 – 30/6/2017 is presented in the following table.
| GROUP | COMPANY | |||
|---|---|---|---|---|
| (In 000's Euros) | Software | Rights | Total | Software |
| COST | ||||
| As at 1 January 2017 | 32,305 | 51,988 | 84,293 | 11,444 |
| Additions attributable to | ||||
| acquisition of subsidiaries | 631 | 0 | 631 | 0 |
| Additions | 737 | 0 | 737 | 291 |
| Disposals/Write-off | 0 | (2) | (2) | 0 |
| Transfers | 16 | 0 | 16 | 0 |
| As at 30 June 2017 | 33,689 | 51,986 | 85,675 | 11,735 |
| DEPRECIATION | ||||
| As at 1 January 2017 Additions attributable to |
26,755 | 33,360 | 60,115 | 10,915 |
| acquisition of subsidiaries | 581 | 0 | 581 | 0 |
| Charge for the period | 855 | 1,813 | 2,668 | 119 |
| As at 30 June 2017 | 28,191 | 35,173 | 63,364 | 11,035 |
| CARRYING AMOUNT | ||||
| As at 31 December 2016 | 5,550 | 18,628 | 24,178 | 529 |
| As at 30 June 2017 | 5,498 | 16,813 | 22,311 | 700 |
The movement in the Group's fixed assets for the period 1/1/2017 – 30/6/2017 is presented below:
| GROUP | 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 2017 | 485,210 | 1,480,586 | 79,739 | 60,297 | 1,170 | 2,107,002 |
| Additions attributable to | ||||||
| acquisition of subsidiaries | 7,564 | 25,702 | 1,124 | 0 | 0 | 34,390 |
| Additions | 7,002 | 12,952 | 2,118 | 29,468 | 0 | 51,540 |
| Disposals/Write-off | (111) | (154) | (891) | (9) | 0 | (1,165) |
| Transfers | 2,467 | 17,387 | 1,104 | (20,974) | 0 | (16) |
| As at 30 June 2017 |
502,132 | 1,536,473 | 83,194 | 68,782 | 1,170 | 2,191,751 |
| DEPRECIATION | ||||||
| As at 1 January 2017 Additions attributable to |
135,684 | 914,352 | 49,997 | 0 | 1,113 | 1,101,146 |
| acquisition of subsidiaries | 453 | 19,730 | 888 | 0 | 0 | 21,071 |
| Additions | 5,698 | 41,173 | 2,382 | 0 | 39 | 49,292 |
| Disposals/Write-off | (95) | (80) | (858) | 0 | 0 | (1,033) |
| As at 30 June 2017 | 141,740 | 975,175 | 52,409 | 0 | 1,152 | 1,170,476 |
| CARRYING AMOUNT | ||||||
| As at 31 December 2016 | 349,526 | 566,234 | 29,742 | 60,297 | 57 | 1,005,856 |
| As at 30 June 2017 | 360,392 | 561,298 | 30,785 | 68,782 | 18 | 1,021,275 |
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 € 18 thousand (31/12/2016: € 57 thousand).
The movement in the Company's fixed assets for the period 1/1/2017 – 30/6/2017 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 2017 | 184,778 | 1,276,637 | 22,815 | 52,446 | 1,153 | 1,537,829 |
| Additions | 4,057 | 11,259 | 669 | 22,195 | 0 | 38,180 |
| Disposals/Write-off | 0 | (116) | (426) | 0 | 0 | (542) |
| Transfers | 1,701 | 15,175 | 133 | (17,009) | 0 | 0 |
| As at 30 June 2017 | 190,536 | 1,302,955 | 23,191 | 57,632 | 1,153 | 1,575,467 |
| DEPRECIATION | ||||||
| As at 1 January 2017 | 41,566 | 786,408 | 18,031 | 0 | 1,112 | 847,117 |
| Additions | 2,128 | 35,680 | 556 | 0 | 37 | 38,401 |
| Disposals/Write-off | 0 | (44) | (425) | 0 | 0 | (469) |
| As at 30 June 2017 | 43,694 | 822,044 | 18,162 | 0 | 1,149 | 885,049 |
| CARRYING AMOUNT | ||||||
| As at 31 December 2016 | 143,212 | 490,229 | 4,784 | 52,446 | 41 | 690,712 |
| As at 30 June 2017 |
146,842 | 480,911 | 5,029 | 57,632 | 4 | 690,418 |
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 € 4 thousand (31/12/2016: € 41 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 |
| 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 | Equity |
| Μ and Μ GAS Co S.A. | Greece, Maroussi of Attika |
50% | Natural Gas | Equity |
| SHELL & MOH AVIATION FUELS S.A. | Greece, Maroussi of Attika |
49% | Aviation Fuels | Equity |
| RHODES-ALEXANDROUPOLIS PETROLEUM INSTALLATION S.A. |
Greece, Maroussi of Attika |
37.49% | Aviation Fuels | Equity |
| KORINTHOS POWER S.A. | Greece, Maroussi of Attika |
35% | Energy | Equity |
| 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 |
Notes to the Interim Condensed Financial Statements (continued)
| 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% | Crude oil research, exploration and trading (upstream) |
Full |
| MV UPSTREAM TANZANIA Ltd | Cyprus, Nicosia | 65% | Crude oil research, exploration and trading (upstream) |
Full |
| MVU BRAZOS CORP. | USA, Delaware | 65% | Crude oil research, exploration and trading (upstream) |
Full |
| DIORIGA GAS A.E. | Greece, Maroussi of Attika |
100% | Natural Gas | Full |
| MEDPROFILE LTD | Cyprus, Nicosia | 75% | Holding Company | Full |
| CORAL ENERGY PRODUCTS (CYPRUS) LTD | Cyprus, Nicosia | 75% | Petroleum Products | Full |
| CORINTHIAN OIL LTD | United Kingdom, London |
100% | Petroleum Products | Full |
| VEGAS WEST OBAYED LTD | Cyprus, Nicosia | 65% | Crude oil research, exploration and trading (upstream) |
Full |
| MEDSYMPAN | Cyprus, Nicosia | 100% | Holding Company | Full |
| CORAL SRB LLC | Serbia, Belgrade | 100% | Petroleum Products | Full |
The companies "ELECTROPARAGOGI SOUSSAKI S.A." and "VIPANOT" are not consolidated but are stated at cost due to their insignificance or/and because they are dormant.
Notes to the Interim Condensed Financial Statements (continued)
Investments in subsidiaries and associates are as follows:
| Name | GROUP | COMPANY | ||
|---|---|---|---|---|
| (In 000's Euros) | 30/6/2017 | 31/12/2016 | 30/6/2017 | 31/12/2016 |
| AVIN OIL S.A. | 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.) ERMIS OIL TRANSPORTATION, EXPLOITATION, |
0 | 0 | 63,141 | 63,141 |
| TRADING AND SERVICES COMPANY A.E. | 0 | 0 | 0 | 0 |
| MYRTEA OIL TRADING, STORAGE, AGENCY AND | ||||
| SERVICES COMPANY A.E. CORAL PRODUCTS AND TRADING |
0 | 0 | 0 | 0 |
| CORAL INNOVATIONS A.E. | 0 | 0 | 0 | 0 |
| CORAL A.E. COMMERCIAL AND INDUSTRIAL GAS | 0 | 0 | 0 | 0 |
| 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. | 91 | 93 | 338 | 338 |
| Μ and Μ GAS Co S.A. | 1,218 | 1,046 | 1,000 | 1,000 |
| SHELL & MOH AVIATION FUELS A.E. | 5,776 | 6,893 | 0 | 0 |
| RHODES-ALEXANDROUPOLIS PETROLEUM | ||||
| INSTALLATION S.A. | 941 | 909 | 0 | 0 |
| KORINTHOS POWER S.A. | 38,141 | 37,758 | 22,411 | 22,411 |
| MOTOR OIL (CYPRUS) LIMITED | 0 | 0 | 300 | 300 |
| 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 | 450 |
| MOTOR OIL FINANCE PLC | 0 | 0 | 61 | 61 |
| 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 | 7,800 | 1,950 |
| MV UPSTREAM TANZANIA Ltd | 0 | 0 | 0 | 0 |
| MVU BRAZOS CORP. | 0 | 0 | 0 | 0 |
| Name | GROUP | COMPANY | |||||
|---|---|---|---|---|---|---|---|
| (In 000's Euros) | 30/6/2017 | 31/12/2016 | 30/6/2017 | 31/12/2016 | |||
| DIORIGA GAS A.E. | 0 | 0 | 0 | 0 | |||
| CORINTHIAN OIL LTD | 0 | 0 | 0 | 0 | |||
| MEDPROFILE LTD | 0 | 0 | 0 | 0 | |||
| CORAL ENERGY PRODUCTS (CYPRUS) LTD | 0 | 0 | 0 | 0 | |||
| VEGAS WEST OBAYED LTD | 0 | 0 | 0 | 0 | |||
| MEDSYMPAN | 0 | 0 | 0 | 0 | |||
| CORAL SRB LLC | 0 | 0 | 0 | 0 | |||
| Σύνολο | 46,842 | 47,374 | 191,365 | 185,515 |
| 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 | |||
|---|---|---|---|---|---|
| 30/6/2017 | 31/12/2016 | 30/6/2017 | 31/12/2016 | ||
| Borrowings | 1,148,550 | 1,190,339 | 465,283 | 515,016 | |
| Borrowings from subsidiaries | 0 | 0 | 343,750 | 344,350 | |
| Finance leases | 18 | 57 | 4 | 41 | |
| Less: Bond loan expenses * | (9,921) | (6,558) | (2,507) | (2,078) | |
| Total Borrowings | 1,138,647 1,183,838 |
806,530 | 857,329 |
The borrowings are repayable as follows:
| (In 000's Euros) | GROUP | COMPANY | ||
|---|---|---|---|---|
| 30/6/2017 | 31/12/2016 | 30/6/2017 | 31/12/2016 | |
| On demand or within one year | 189,692 | 91,183 | 83,695 | 969 |
| In the second year | 119,787 | 393,585 | 94,645 | 368,705 |
| From the third to fifth year inclusive | 764,089 | 705,628 | 555,697 | 489,733 |
| After five years | 75,000 | 0 | 75,000 | 0 |
| Less: Bond loan expenses * | (9,921) | (6,558) | (2,507) | (2,078) |
| Total Borrowings | 1,138,647 | 1,183,838 | 806,530 | 857,329 |
| Less: Amount payable within 12 months (shown under current liabilities) |
189,692 | 91,183 | 83,695 | 969 |
| Amount payable after 12 months | 948,955 | 1,092,655 | 722,835 | 856,360 |
*The bond loan expenses relating to the loan will be amortised over the number of years remaining to loan maturity.
Analysis of borrowings by currency on 30/6/2017 and 31/12/2016:
| (In 000's Euros) | GROUP | COMPANY | ||
|---|---|---|---|---|
| 30/6/2017 | 31/12/2016 | 30/6/2017 | 31/12/2016 | |
| Loans' currency | ||||
| EURO | 993,734 | 1,183,838 | 661,617 | 857,329 |
| U.S. DOLLAR | 144,913 | 0 | 144,913 | 0 |
| Total | 1,138,647 | 1,183,838 | 806,530 | 857,329 |
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 10 April 2017 the 100% subsidiary "Motor Oil Finance plc" concluded with the issue of a bond loan of EURO 350 million Senior Notes due 2022 at a coupon of 3.250% per annum and at an issue price of 99.433% of their nominal value. The net proceeds excluding bank commissions were € 343,750 thousand and have been used to redeem all of the EURO 350,000,000 5.125% Senior Notes due 2019, issued also by "Motor Oil Finance plc".
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 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 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.
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 30/6/2017 is € 1,236 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.
On 23/1/2017 the Company was granted a bond loan of € 75,000 thousand that expires on 31/1/2020, for the refinancing/repayment of existing loans and the financing of other corporate needs.
On 10/2/2017 the Company was granted a bond loan of € 75,000 thousand that expires on 28/7/2026, for the refinancing/repayment of existing loans and the financing of other corporate needs.
On 15/6/2017 the Company was granted a bond loan of \$ 125,000 thousand. The purpose of this loan is the refinancing of existing bank loans to long term. It will be repayable in annual installments that will end up on 15/6/2022.
Total short-term loans, (including short-term portion of long-term loans), with duration up to one-year amount to € 83,695 thousand.
The interest rate of the above borrowings is LIBOR/EURIBOR+SPREAD.
Share capital as at 30/6/2017 was € 83,088 thousand (31/12/2016: € 83,088 thousand) consists of 110,782,980 registered shares of par value € 0.75 each (31/12/2016: € 0.75 each).
Reserves of the Group and the Company as at 30/6/2017 are € 80,429 thousand and € 52,144 thousand respectively (31/12/2016: € 79,888 thousand and € 51,268 thousand respectively) and were so formed as follows:
| (In 000's Euros) | Legal | Share Premium |
Special | Tax-free | Foreign currency, translation reserve |
Total |
|---|---|---|---|---|---|---|
| Balance as at 1/1/2017 | 33,531 | 17,931 | 21,724 | 6,571 | 131 | 79,888 |
| Other | 43 | 0 | 876 | 34 | (412) | 541 |
| Balance as at 30/6/2017 | 33,574 | 17,931 | 22,600 | 6,605 | (281) | 80,429 |
| (In 000's Euros) | Legal | Special | Tax-free | Total |
|---|---|---|---|---|
| Balance as at 1/1/2017 | 30,942 | 14,839 | 5,487 | 51,268 |
| Other | 0 | 876 | 0 | 876 |
| Balance as at 30/6/2017 | 30,942 | 15,715 | 5,487 | 52,144 |
| (In 000's Euros) | GROUP | COMPANY |
|---|---|---|
| Balance as at 31/12/2016 | 658,963 | 572,319 |
| Profit for the period | 126,515 | 123,160 |
| Other Comprehensive Income | (305) | 0 |
| Non-controlling interest arising on the | ||
| acquisition of subsidiary | (2,365) | 0 |
| Transfer to Reserves | (541) | (876) |
| Dividends | (77,548) | (77,548) |
| Balance as at 30/6/2017 | 704,719 | 617,055 |
Within the first quarter of 2017, "CORAL SA" 100% subsidiary of "Motor Oil (HELLAS) SA", established at 100% "MEDPROFILE LTD", a holding company with registered office in Nicosia, Cyprus and an initial share capital of € 1,000. The investment in "MEDPROFILE LTD" was increased with the contribution of the 100% shares of the newly acquired "LUKOIL (CYPRUS) LTD" that was renamed "CORAL ENERGY PRODUCTS (CYPRUS) LTD" at a value of € 9,260,000. Further to this there was another share capital increase of € 200,000 in cash. "CORAL SA" then sold a 25% stake of "MEDPROFILE LTD".
On 3 January 2017, "CORAL SA" 100% subsidiary of "Motor Oil (HELLAS) SA", concluded with the acquisition of 100% of shares of "LUKOIL (CYPRUS) LTD" owned by "LUKOIL EUROPE HOLDINGS BV" with registered office in Amsterdam, Netherlands. The acquired shares of "LUKOIL (CYPRUS) LTD" were contributed by "CORAL SA" as a share capital increase in the newly established "MEDPROFILE LTD". "LUKOIL (CYPRUS) LTD" that was renamed "CORAL ENERGY PRODUCTS (CYPRUS) LTD" is operating a network of retail service stations in Cyprus comprising of 31 sites.
The financial information about the assets and liabilities of the above acquired company 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 |
| Goodwill | 0 | 1,983 |
| Other intangible assets | 50 | 50 |
| Property, Plant and Equipment | 13,307 | 1,455 |
| Inventories | 550 | 550 |
| Trade and other receivables | 1,507 | 1,507 |
| Cash and cash equivalents | 2,940 | 2,940 |
| Total assets | 18,354 | 8,485 |
| Liabilities | ||
| Non-current liabilities | 1,481 | 0 |
| Current liabilities | 5,776 | 5,776 |
| Total liabilities | 7,257 | 5,776 |
| Equity | 11,097 | 2,709 |
| Gain from bargain purchase of subsidiary | (1,837) | |
| Cash paid | 9,260 | |
| Cash flows for the acquisition: | ||
| Cash paid | 9,260 | |
| Cash and cash equivalent acquired | (2,940) | |
| Net cash outflow for the acquisition | 6,320 |
Amount of € 1,837 thousand (Gain from bargain purchase of subsidiary), recognised in the result of the period is included in "Share of profit / (loss) in associates" of the condensed statement of profit or loss and other comprehensive Income.
On June 26 2017, "Motor Oil Vegas Upstream Ltd" 65% subsidiary of "Motor Oil (HELLAS) SA", completed the acquisition of 100% of the shares of "Vegas West Obayed Ltd". "Vegas West Obayed Ltd" is registered in Nicosia, Cyprus and its major activities are crude oil research, exploration and trading (upstream).
The financial information about the assets and liabilities of the above acquired company in accordance with "IFRS 3", as at the acquisition date are as follows:
(In 000's Euros)
| Fair value | Previous | ||
|---|---|---|---|
| recognized | Carrying Value |
||
| Assets | on acquisition | ||
| Property, Plant and Equipment | 12 | 12 | |
| Inventories | 185 | 185 | |
| Trade and other receivables | 394 | 394 | |
| Cash and cash equivalents | 305 | 305 | |
| Total assets | 896 | 896 | |
| Liabilities | |||
| Current liabilities | 521 | 521 | |
| Total liabilities | 521 | 521 | |
| Equity | 375 | 375 | |
| Gain from bargain purchase of subsidiary | 375 | ||
| Cash paid | 0 | ||
| Cash flows for the acquisition: | |||
| Cash paid | 0 | ||
| Cash and cash equivalent acquired | (305) | ||
| Net cash outflow for the acquisition | (305) |
Amount of € 375 thousand (Gain from bargain purchase of subsidiary), recognised in the result of the period) is included in "Share of profit / (loss) in associates" of the condensed statement of profit or loss and other comprehensive Income.
On June 2017, "CORAL SA" 100% subsidiary of "Motor Oil (HELLAS) SA", established 100% owned "MEDSYMPAN LTD", a holding company with registered office in Nicosia, Cyprus and an initial share Capital of € 1,000.
On June 2017, "CORAL SA" 100% subsidiary of "Motor Oil (HELLAS) SA", established 100% owned "CORAL SRB LLC", registered in Belgrade, Serbia with an initial share Capital of € 690,000 (RSD 84,582,569). The main activity of the company is the trading of petroleum products.
There are legal claims by third parties against the Group amounting to approximately € 14.5 million (Company: approximately € 10.3 million). There are also legal claims of the Group against third parties amounting to approximately € 19.8 million (Company: approximately € 0.0 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 30/6/2017, amounts to approximately € 3.7 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 30/6/2017, amounted to € 122,504 thousand. The respective amount as at 31/12/2016 was € 122,997 thousand.
The total amount of letters of guarantee given as security for the Company's liabilities as at 30/6/2017, amounted to € 12,591 thousand. The respective amount as at 31/12/2016 was € 16,161 thousand.
| COMPANY | FISCAL YEAR |
|---|---|
| MAKREON S.A.** | 2010 |
| CORAL GAS A.E.B.E.Y. * | - |
| OFC AVIATION FUEL SERVICES S.A** | 2010 |
| CYTOP A.E.** | 2009-2010 |
| KEPED S.A.** | 2010-2015 |
| 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 of the Group or the Company.
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 be performed, will not have a material impact on the financial position of the Group or the Company.
Up to the date of approval of these financial statements, the group companies' tax audit, by the statutory auditors, for the fiscal year 2016 is in progress. However, it is not expected that material liabilities will arise from this tax audit.
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 | 88,079 | 1,459 | 18,800 | 376 | |||
| COMPANY | |||||||
| (In 000's Euros) | Income | Expenses | Receivables | Payables | |||
| Subsidiaries | 583,544 | 54,173 | 61,738 | 353,904 | |||
| Associates | 86,211 | 702 | 18,441 | 182 | |||
| Total | 669,755 | 54,875 | 80,179 | 354,086 |
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 1/1–30/6/2017 and 1/1–30/6/2016 amounted to € 3,834 thousand and € 3,724 thousand respectively. (Company: 1/1–30/6/2017: € 991 thousand, 1/1–30/6/2016: 972 thousand)
The remuneration of members of the Board of Directors are proposed and approved by the Annual General Assembly Meeting of the shareholders.
Other short term benefits granted to key management for the Group for the period 1/1–30/6/2017 amounted to € 173 thousand and 1/1–30/6/2016 amounted to € 163 thousand respectively. (Company: 1/1–30/6/2017: € 35 thousand, 1/1–30/6/2016: € 37 thousand)
There are leaving indemnities paid to key management for the Group of € 0 thousand for the period 1/1–30/6/2017 and the respective amount for the comparative period was € 18 thousand.
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, has already issued, since 2014, bond loans through the offering of Senior Notes bearing a fixed rate coupon and also maintains 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 period end was as follows:
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| (In 000's Euros) | 30/6/2017 | 31/12/2016 | 30/6/2017 | 31/12/2016 | |
| Bank loans | 1,138,647 | 1,183,838 | 806,530 | 857,329 | |
| Cash and cash equivalents | (853,407) | (800,285) | (760,164) | (688,735) | |
| Net debt | 285,240 | 383,553 | 46,366 | 168,594 | |
| Equity | 874,200 | 824,060 | 752,287 | 706,675 | |
| Net debt to equity ratio | 0.33 | 0.47 | 0.06 | 0.24 | |
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 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 30/6/2017 amounted to Euro 23.7 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, maintaining also increased cash balances. Moreover, the major part of the Group's borrowings is long term borrowings which facilitates liquidity management.
The following tables present the Group's remaining contractual maturity for its financial liabilities:
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.
During the period from 1 July 2017 up to the date of these financial statements the Company has paid part of its Long-Term bank debt of approx. € 142.3 million (including USD 41.5 million).
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 1/7/2017 up to the date of issue of these financial statements.
Deloitte Certified Public Accountants S.A. 3a Fragoklissias & Granikou str. Maroussi Athens GR 151-25 Greece
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We have reviewed the accompanying condensed stand alone and consolidated statement of financial position of MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. (the Company) and its subsidiaries, as of June 30, 2017 and the related condensed stand alone and consolidated statements of comprehensive income, changes in equity and cash flows for the six-month period then ended, and selective explanatory notes which comprise the interim financial information, which represents an integral part of the six month financial report as provided by article 5 of Law 3556/2007. Management is responsible for the preparation and fair presentation of this interim condensed financial information in accordance with International Financial Reporting Standards as adopted by the European Union and applicable to interim financial reporting ("IAS 34"). Our responsibility is to express a conclusion on this interim condensed financial information based on our review.
We conducted our review in accordance with the International Standard on Review Engagements 2410, "Review of Interim Financial Information performed by the Independent Auditor of the Entity". A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly we do not express an audit opinion.
Based on our review, nothing has come to our attention that causes us to believe that the accompanying interim financial information is not prepared, in all material respects, in accordance with IAS 34.
Our review has not revealed any inconsistency in the content of the management half year financial report provided by article 5 of Law 3556/2007 when compared to the accompanying interim financial information.
Athens, August 28, 2017
The Certified Public Accountant
Tilemachos Ch. Georgopoulos Reg. No. SOEL: 19271 Deloitte Certified Public Accountants S.A. 3a Fragoklissias & Granikou str., 151 25 Maroussi Reg. No. SOEL: E 120
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