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Motor Oil (Hellas) Refineries S.A.

Quarterly Report May 28, 2019

2721_10-q_2019-05-28_67f27020-1aee-426d-b7ef-83fc4fdef075.pdf

Quarterly Report

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MOTOR OIL (HELLAS) CORINTH REFINERIES SA G.E.MI. 272801000 (Ex Prefecture of Attica Registration Nr 1482/06/Β/86/26) Headquarters: Irodou Attikou 12Α – 151 24 Maroussi Attica

INTERIM CONDENSED FINANCIAL STATEMENTS

IN ACCORDANCE WITH INTERNATIONAL FINANCIAL REPORTING STANDARDS THAT HAVE BEEN ADOPTED BY THE EUROPEAN UNION

FOR THE PERIOD 1 JANUARY – 31 MARCH 2019

FOR THE GROUP AND THE COMPANY

"MOTOR OIL (HELLAS) CORINTH REFINERIES S.A."

Condensed Statement of Profit or Loss and other Comprehensive Income for the period ended 31 March 2019 3
Condensed Statement of Financial Position as at 31 March 2019 4
Condensed Statement of Changes in Equity for the period ended 31st March 2019 5
Condensed Statement of Cash Flows for the period ended 31st March 2019 6
Νotes to the Financial Statements 7
1. General Information 7
2. Basis of Financial Statements Preparation & Adoption of New and Revised International Financial Reporting
Standards (IFRSs) 7
3. Operating Segments 14
4. Revenue 17
5. Changes in Inventories / Cost of Sales 17
6. Income Tax Expenses 18
7. Earnings per Share 18
8. Dividends 18
9. Goodwill 19
10. Other Intangible Assets 19
11. Property, Plant and Equipment 20
12. Right of Use Assets 21
13. Investments in Subsidiaries and Associates 22
14. Other Financial Assets 26
15. Borrowings 26
16. Lease Liabilities 29
17. Share Capital 29
18. Reserves 29
19. Retained Earnings 30
20. Establishment/Acquisition of Subsidiaries/Associates 30
21. Contingent Liabilities/Commitments 30
22. Related Party Transactions 31
23. Management of Financial Risks 32
24. Events after the Reporting Period 34

Condensed Statement of Profit or Loss and other Comprehensive Income for the period ended 31 March 2019

GROUP COMPANY
In 000's Euros (except for "earnings per share") Note 1/1-31/3/2019 1/1-31/3/2018 1/1-31/3/2019 1/1-31/3/2018
Operating results
Revenue 4 2,196,838 2,044,079 1,652,499 1,522,958
Cost of Sales 5 (1,978,300) (1,912,870) (1,500,135) (1,452,519)
Gross profit 218,538 131,209 152,364 70,439
Distribution expenses (55,167) (50,500) (7,301) (6,518)
Administrative expenses (17,826) (16,847) (9,190) (8,608)
Other operating income / (expenses) 11,276 7,109 11,720 6,804
Profit from operations 156,821 70,971 147,593 62,117
Investment income 1,899 1,601 2,012 1,296
Share of profit / (loss) in associates 1,426 (880) 0 0
Finance costs (12,946) (13,005) (7,383) (7,792)
Profit / (loss) before tax 147,200 58,687 142,222 55,621
Income taxes 6 (40,923) (18,082) (39,869) (16,419)
Profit / (loss) after tax 106,277 40,605 102,353 39,202
Attributable to Company Shareholders 106,674 41,010 102,353 39,202
Non-controlling interest (397) (405) 0 0
Earnings per share basic and diluted (in Euro) 7 0.96 0.37 0.92 0.35
Other comprehensive income
Subsidiary Share Capital increase expenses (1) 0 0 0
Exchange differences on translating foreign operations 158 (249) 0 0
Share of Other Comprehensive Income of associates
accounted for using the equity method
69 0 0 0
Income tax on other comprehensive income 0 0 0 0
226 (249) 0 0
Total comprehensive income 106,503 40,356 102,353 39,202
Attributable to Company Shareholders 106,853 40,841 102,353 39,202
Non-controlling interest (350) (485) 0 0

for the period 1/1 – 31/3/2019

Condensed Statement of Financial Position as at 31 March
2019
(In 000's Euros) Note GROUP COMPANY
31/3/2019 31/12/2018 31/3/2019 31/12/2018
Assets
Non-current assets
Goodwill 9 21,506 21,506 0 0
Other intangible assets 10 34,186 34,481 1,518 759
Property, Plant and Equipment 11 1,056,283 1,054,977 692,740 689,771
Right of use assets 12 164,010 0 20,643 0
Investments in subsidiaries and associates 13 83,407 49,419 254,697 215,504
Other financial assets 14 3,451 2,800 937 937
Other non-current assets 18,422 31,111 2,456 2,420
Total 1,381,265 1,194,294 972,991 909,391
Current assets
Income Taxes 0 33,426 0 36,491
Inventories 739,463 561,444 578,285 424,292
Trade and other receivables 473,125 378,891 295,449 210,760
Cash and cash equivalents 582,160 679,426 513,013 600,433
Total 1,794,748 1,653,187 1,386,747 1,271,976
Total Assets 3,176,013 2,847,481 2,359,738 2,181,367
Liabilities
Non-current liabilities
Borrowings 15 761,634 751,835 568,175 576,287
Lease liabilities 16 123,450 0 16,736 0
Provision for retirement benefit obligation 70,262 69,253 55,148 54,276
Deferred tax liabilities 56,154 57,812 36,811 37,842
Other non-current liabilities 15,606 16,316 5,000 5,000
Other non-current provisions 1,924 1,903 0 0
Deferred income 4,166 4,379 4,166 4,379
Total 1,033,196 901,498 686,036 677,784
Current liabilities
Trade and other payables 711,379 652,487 564,165 510,194
Provision for retirement benefit obligation 2,329 2,312 2,209 2,193
Income taxes 8,880 0 4,407 0
Borrowings 15 174,962 178,024 37,675 32,256
Lease liabilities 16 23,101 0 3,969 0
Deferred income 922 938 922 938
Total 921,573 833,761 613,347 545,581
Total Liabilities 1,954,769 1,735,259 1,299,383 1,223,365
Equity
Share capital 17 83,088 83,088 83,088 83,088
Reserves 18
Retained earnings 16 91,241 91,119 54,559 54,559
Equity attributable to Company 1,037,840 931,109 922,708 820,355
Shareholders 1,212,169 1,105,316 1,060,355 958,002
Non-controlling interest 9,075 6,906 0 0
Total Equity 1,221,244 1,112,222 1,060,355 958,002
Total Equity and Liabilities 3,176,013 2,847,481 2,359,738 2,181,367

Condensed Statement of Changes in Equity for the period ended 31st March 2019

GROUP

Share Retained Non
controlling
(In 000's Euros) Capital Reserves Earnings Total interests Total
Balance as at 1 January 2018 83,088 84,500 844,303 1,011,891 6,992 1,018,883
Effect of change in accounting policies
(adoption of IFRS 9)
0 0 (12,536) (12,536) 0 (12,536)
Adjusted balance as at 1 January 2018 83,088 84,500 831,767 999,355 6,992 1,006,347
Profit/(loss) for the period 0 0 41,010 41,010 (405) 40,605
Other comprehensive income for the period 0 0 (169) (169) (80) (249)
Total comprehensive income for the period 0 0 40,841 40,841 (485) 40,356
Increase in Subsidiary's Share Capital 0 0 0 0 1 1
Acquisition of Subsidiary's Minority
Interest
0 0 0 0 (6) (6)
Transfer to Reserves 0 95 (95) 0 0 0
Balance as at 31 March 2018 83,088 84,595 872,513 1,040,196 6,502 1,046,698
Balance as at 1 January 2019 83,088 91,119 931,109 1,105,316 6,906 1,112,222
Profit/(loss) for the period 0 0 106,674 106,674 (397) 106,277
Other comprehensive income for the period 0 0 179 179 47 226
Total comprehensive income for the period 0 0 106,853 106,853 (350) 106,503
Increase in Subsidiary's Share Capital 0 0 0 0 2,519 2,519
Transfer to Reserves 0 122 (122) 0 0 0
Balance as at 31 March 2019 83,088 91,241 1,037,840 1,212,169 9,075 1,221,244

COMPANY

(In 000's Euros) Share
capital
Reserves Retained Earnings Total
Balance as at 1 January 2018 83,088 54,559 744,190 881,837
Effect of change in accounting policies
(adoption of IFRS 9)
0 0 (229) (229)
Adjusted balance as at 1 January 2018 83,088 54,559 743,961 881,608
Profit/(loss) for the period 0 0 39,202 39,202
Other comprehensive income for the period 0 0 0 0
Total comprehensive income for the period 0 0 39,202 39,202
Balance as at 31 March 2018 83,088 54,559 783,163 920,810
Balance as at 1 January 2019 83,088 54,559 820,355 958,002
Profit/(loss) for the period 0 0 102,353 102,353
Other comprehensive income for the period 0 0 0 0
Total comprehensive income for the period 0 0 102,353 102,353
Balance as at 31 March 2019 83,088 54,559 922,708 1,060,355

Condensed Statement of Cash Flows for the period ended 31st March 2019

(In 000's Euros) GROUP COMPANY
Note 1/1 – 31/3/2019 1/1 – 31/3/2018 1/1 – 31/3/2019 1/1 – 31/3/2018
Operating activities
Profit before tax 147,200 58,687 142,222 55,621
Adjustments for:
Depreciation & amortization of non-current assets 10,11 26,097 25,026 18,578 18,326
Depreciation of right of use assets 12 6,631 0 1,068 0
Provisions 1,067 1,382 887 1,306
Exchange differences (5,350) (2,997) 3,550 (2,824)
Investment income / (expenses) (3,860) (565) (1,843) (1,481)
Finance costs 12,946 13,005 7,383 7,792
Movements in working capital:
Decrease / (increase) in inventories (178,019) 47,834 (153,994) 48,115
Decrease / (increase) in receivables (80,921) (81,693) (84,311) (47,483)
(Decrease) / increase in payables (excluding borrowings) 51,894 (98,659) 56,727 (80,797)
Less:
Finance costs paid (16,932) (16,079) (11,189) (12,204)
Taxes paid
Net cash (used in) / from operating activities (a)
(233)
(39,480)
0
(54,059)
0
(20,922)
0
(13,629)
Acquisition of subsidiaries, affiliates, joint-ventures and
other investments
Disposal of subsidiaries, affiliates, joint-ventures and
other investments
Purchase of tangible and intangible assets
Proceeds on disposal of tangible and intangible assets
(33,813)
1,000
(27,165)
6
0
0
(17,785)
324
(40,193)
1,000
(22,308)
0
(12)
0
(12,333)
0
Interest received 1,698 1,272 1,613 1,253
Net cash (used in) / from investing activities (b) (58,274) (16,189) (59,888) (11,092)
Financing activities
Share capital increase 2,519 0 0 0
Proceeds from borrowings 41,164 32,355 5,000 9,127
Repayments of borrowings (37,597) (112,437) (10,604) (112,019)
Repayments of leases (5,598) (2) (1,006) 0
Net cash (used in) / from financing activities (c) 488 (80,084) (6,610) (102,892)
Net increase / (decrease) in cash and cash equivalents
(a)+(b)+(c)
(97,267) (150,332) (87,421) (127.613)
Cash and cash equivalents at the beginning of the period 679,426 714,026 600,433 638,815
Cash and cash equivalents at the end of the period 582,160 563,694 513,013 511,202

Νotes to the Financial Statements

1. General Information

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

Major shareholders of the Company are "Petroventure Holdings Limited" holding 40% and "Doson Investments Company" holding 5,6%.

These financial statements are presented in Euro because that is the currency of the primary economic environment in which the Group operates. Amounts in these financial statements are expressed in € 000's unless otherwise indicated. Any difference up to €1,000 is due to rounding.

As at 31 March 2019 the number of employees, for the Group and the Company, was 2,262 and 1,284 respectively (31/3/2018: Group: 2,173 persons, Company: 1,262 persons).

2. Basis of Financial Statements Preparation & Adoption of New and Revised International Financial Reporting Standards (IFRSs)

2.1 Basis of preparation

The interim condensed financial statements for the period ended 31 March 2019 have been prepared in accordance with International Accounting Standard (IAS) 34, 'Interim financial reporting' and as such do not include all the information and disclosures required in the annual financial statements. In this context, these interim condensed financial statements should be read in conjunction with the Group's annual financial statements for the year ended 31 December 2018.

The accounting policies adopted in the preparation of these interim condensed financial statements are consistent with those followed in the preparation of the Group's annual financial statements for the year ended 31 December 2018, except for the adoption of IFRS 16 Leases that is effective as of 1 January 2019. The impact of the adoption of the aforementioned standard and the new accounting policies are disclosed in Note 2.2 below. Several new and revised accounting standards and interpretations, amendments to standards and interpretations applicable either in the current or in the forthcoming fiscal years including their potential impact on the interim condensed financial statements are disclosed in Note 2.3.

2.2 Changes in accounting policies

IFRS 16 provides a comprehensive model for the identification of lease arrangements and their treatment in the financial statements of both lessees and lessors. The new lease standard applies a control model to the identification of leases, distinguishing between leases and service contracts on the basis of whether the use of an identified asset is controlled by the customer. It supersedes the following Standards and Interpretations:

  • IAS 17 Leases;
  • IFRIC 4 Determining whether an Arrangement contains a Lease;
  • SIC-15 Operating Leases—Incentives; and
  • SIC-27 Evaluating the Substance of Transactions Involving the Legal Form of a Lease.

IFRS 16 introduces significant changes to lessee accounting in the sense that it removes the distinction between operating and finance leases under IAS 17 and requires a lessee to recognize a right-of-use asset and a lease liability at lease commencement for all leases, except for short-term leases and leases of low value assets. In contrast to lessee accounting, the IFRS 16 lessor accounting requirements remain largely unchanged from IAS 17, and continue to require a lessor to classify a lease either as an operating lease or a finance lease. However, under IFRS 16, an intermediate lessor is required to classify the sublease as a finance or operating lease by reference to the right-of-use asset arising from the head lease and not by reference to the underlying asset. In addition, IFRS 16 provides guidance on the accounting for sale and leaseback transactions. Extensive disclosures are also required by the new Standard.

The Group adopted IFRS 16 as of 1 January 2019 using the modified retrospective approach. All modifications made at the date of transition to IFRS 16 were recognized as adjustments in the opening balances of the respective captions of the Group's statement of financial position (Note 2.2.1) as of 1 January 2019 without restating the comparative figures.

2.2.1 Impact of adoption of IFRS 16

Under the provisions of IAS 17, the Group classified each of its leases (as a lessee) at the inception date as either a finance lease or an operating lease. Upon adoption of IFRS 16, the Group applied a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. The Group has opted to recognize a lease expense on a straight-line basis for short-term leases and leases of low value assets.

The Group has not made use of the practical expedient available on transition to IFRS 16 not to reassess whether a contract is or contains a lease. Accordingly, the definition of a lease and related guidance in IFRS 16 has been applied to all lease contracts that were effective as of 1 January 2019. The reassessment did not change significantly the scope of the contracts that meet the definition of a lease for the Group. In applying IFRS 16, the Group also elected to use the following practical expedients available by the standard at the date of initial application: (a) the exclusion of initial direct costs from the measurement of the right-of-use asset, (b) reliance on the assessment made before the date of initial application on whether leases are onerous by applying the provisions of IAS 37 and (c) the use of hindsight in determining the lease term where the contract contains options to extend or terminate the lease.

After excluding the short-term leases and leases of low-value assets, the Group recognized a right-of-use assets and corresponding lease liabilities for all leases previously classified as operating. The right-of-use assets were recognized based on the amount equal to the lease liabilities, adjusted for prepayments previously recognized. There were no onerous lease contracts that would have required an adjustment to the right-of-use asset at the date of initial application. Lease liabilities were recognized based on the present value of the remaining lease payments, discounted using the incremental borrowing rate at the date of initial application. For leases previously classified as finance, the Group recognized the carrying amount of the lease asset and lease liability immediately before transition as the carrying amount of the right of use asset and the lease liability at the date of initial application.

The effect of adoption IFRS 16 as at 1 January 2019 (increase / (decrease)) is as follows:

(In 000s Euros) Ref. GROUP COMPANY
ASSETS
Non-Current Assets
Property, Plant and Equipment (i) (13) 0
Right-of-use assets (ii) 165,150 20,783
Other non-current assets (iii) (14,903) 0
Current Assets
Trade and other receivables (iii) (3,480) 0
Total Assets 146,754 20,783
LIABILITIES
Non-Current Liabilities
Borrowings (i) (7) 0
Lease Liabilities (ii) 124,233 16,784
Βραχυπρόθεσμες υποχρεώσεις
Borrowings (i) (3) 0
Lease Liabilities (ii) 22,531 3,999
Total Liabilities 146,754 20,783
  • i. The carrying amount of the assets under previously classified finance leases and the corresponding finance lease liabilities were reclassified from the captions "Property, Plant & Equipment" and "Borrowings" respectively to the captions "Right-of-use assets" and "Lease liabilities".
  • ii. The application of IFRS 16 to leases previously classified as operating leases resulted in the recognition of right-of-use assets and lease liabilities.
  • iii. The carrying amount of those previously recognized lease prepayments was reclassified from the captions "Other non-current assets" and "Trade & other receivables" respectively to the caption "Right-of-use assets".

The reconciliation schedule between the operating lease commitments disclosed in the Group's annual financial statements as of 31 December 2018 and the lease liabilities recognized in the statement of financial position as of 1 January 2019 is presented below:

(In 000s Euros) COMPANY GROUP
Operating lease commitments as of 31 December 2018 21,287 178,520
Commitments relating to short-term leases (563)
Adjustments as a result of a different treatment of extension and termination options 950 (2,508)
Adjustments relating to changes in the index or rate affecting variable payments (2,153)
Adjusted operating lease commitments as of 31 December 2018 22,237 173,296
Effect from discounting at the incremental borrowing rate as of 1st January 2019 (1,455) (26,542)
Liabilities relating to leases previously classified as finance leases 10
Lease liabilities as of 1 January 2019 20,782 146,764
Of which:
Non-current lease liabilities 16,783 124,233
Current lease liabilities 3,999 22,531
20,782 146,764

The weighted average lessee's incremental borrowing rate applied to the lease liabilities on 1 January 2019 was 3.25% for the Group and 2.44% for the Company.

2.2.2 Revised accounting policies

The Group as a lessee

The Group assesses whether a contact is or contains a lease, at inception of a contract. Accordingly, it recognizes a right-of-use asset and a corresponding lease liability with respect to all lease agreements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets. For these leases, the Group recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the leases. If this rate cannot readily be determined, the Group uses its incremental borrowing rate. Lease payment included in the measurement of the lease liability comprise:

  • fixed lease payment (including in-substance fixed payments), less any lease incentives;
  • variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement date;
  • the amount expected to be payable by the lessee under the residual value guarantees;
  • the exercise price of purchase options, if the lessee is reasonably certain to exercise the options; and
  • payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to terminate the lease.

The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made. The Group remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever:

  • the lease term has changed or there is a change in the assessment of exercise of a purchase option, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate.
  • the lease payments change due to changes in an index or rate or a change in expected payment under a guaranteed residual value, in which cases the lease liability is measured by discounting the revised lease payments using the initial discount rate.
  • a lease contract is modified and the lease modification is not accounted for as a separate lease, in which case, the lease liability is remeasured by discounting the revised lease payments using a revised discount rate.

The lease liability is presented as a separate line in the consolidated statement of financial position.

The right-of-use asset comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses. The Group applies IAS 36 to determine whether a right-of-use asset is impaired.

Whenever the Group incurs an obligation for costs to dismantle and remove a leased asset, restore the site on which it is located or restore the underlying asset to the condition required by the terms and conditions of the lease, a provision is recognized and measured under IAS 37. The costs are included in the related right-of-use asset. The Group did not incur any such costs during the periods presented.

Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset. If a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Group expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. The depreciation starts at the lease commencement date.

The right-of-use assets are presented as a separate line in the consolidated statement of financial position.

Variable rents that do not depend on an index or rate are not included in the measurement of the lease liability and the right-of-use asset. The related payments are recognized as an expense in the period in which the event or condition that triggers those payments occur and are included in the caption "Other operating income / (expenses)" in the statement of profit or loss and other comprehensive income.

As permitted by IFRS 16, the Group applied the practical expedient according to which a lessee is not required to separate non-lease components, and as such, it accounts for any lease and associated non-lease components as a single arrangement.

The Group as a lessor

Leases for which the Group is a lessor are classified as finance or operating leases. Whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee, the contract is classified as a finance lease. All other leases are classified as operating leases.

When the Group is an intermediate lessor, it accounts for the head lease and the sublease as two separate contracts. The sublease is classified as a finance or operating lease by reference to the right-of-use asset arising from the head lease.

Rental income from operating leases is recognized on a straight-line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognized on a straight-line basis over the lease term.

Amounts due from lessees under finance leases are recognized as receivables at the amount of the Group's net investment in the leases. Finance lease income is allocated to reporting periods so as to reflect a constant periodic rate of return on the Group's net investment outstanding in respect of the leases.

When a contract includes lease and non-lease components, the Group applies IFRS 15 to allocate the consideration under the contract to each component.

2.3 New standards, interpretations and amendments

New standards, amendments to existing standards and interpretations have been issued, which are effective for accounting periods starting on or after January 1 st, 2019. Those which are expected to have an impact on the Group are listed in the following paragraphs.

IFRIC 23 "Uncertainty over Income Tax Treatments"

The interpretation sets out 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 from an entity to assess the probability that the relevant authority will accept each tax treatment (or group of tax treatments) that it used or plans to use in its income tax filing.

In case the entity concludes that it is most probable that a particular tax treatment will be accepted from the relevant authority, it has to determine the relevant tax effect in accordance with the tax treatment included in its income tax filings.

In case the entity concludes that it is not highly probable that a particular tax treatment will be accepted, it has to use the most likely amount or the expected value of the tax treatment when determining the relevant tax effect.

The decision should be based on which method provides better predictions of the resolution of the uncertainty.

The interpretation does not have significant impact on the financial position and / or the financial performance of the Group and the Company.

IAS 19 (Amendment) "Plan Amendment, Curtailment or Settlement"

The Amendments to IAS 19 clarify that in case a plan amendment, curtailment or settlement occurs, it is now mandatory that the current service cost and the net interest for the period after the remeasurement are determined using the assumptions used for the remeasurement. In addition, amendments have been included to clarify the effect of a plan amendment, curtailment or settlement on the requirements regarding the asset ceiling. The amendment does not have significant impact on the financial position and / or the financial performance of the Group and the Company.

IAS 28 (Amendment) "Long-term Interests in Associates and Joint Ventures"

The amendment clarifies that an entity applies IFRS 9 "Financial Instruments" to long-term interests in an associate or joint venture that form part of the net investment in the associate or joint venture but to which the equity method is not applied. Detailed amendments to the initial IAS text are provided. The amendment does not have significant impact on the financial position and / or the financial performance of the Group and the Company

Amendments to standards being part of the annual improvement program of 2017 of the IASB (International Accounting Standards Board) 2015 – 2017 Cycle.

The following amendments describe the most important changes brought to the IFRS as a result of the annual improvement program of the IASB published in December 2017. The amendments have been endorsed by the E.U. with an effective date of January 1st, 2019.

IFRS 3 "Business Combinations" and IFRS 11 "Joint Arrangements"

The amendments to IFRS 3 clarify that when an entity obtains control of a business that is a joint operation, it remeasures previously held interests in that business.

The amendments to IFRS 11 clarify that when an entity obtains joint control of a business that is a joint operation, it does not remeasures previously held interests in that business.

IAS 12 "Income Taxes"

The amendment clarifies that an entity must recognize all income tax consequences of dividends in profit or loss, other comprehensive income or equity, depending on where the entity recognized the originating transaction or event that generated the distributable profits giving rise to the dividend.

IAS 23 "Borrowing Costs"

The amendments clarify that if any specific borrowing remains outstanding after the related asset is ready for its intended use or sale, that outstanding amount becomes part of the funds that an entity borrows generally.

Amendments effective for periods beginning on or after January 1st 2020

The following amendments were issued by the International Accounting Standards Board (IASB) and are effective for periods beginning on or after January 1st , 2020. The amendments have not yet been endorsed by the European Union.

IFRS 3 Business Combinations - (issued on 22 October 2018)

In October 2018, the International Accounting Standards Board (IASB) issued Definition of a "Business" (Amendments to IFRS 3).

The proposed amendments are intended to provide entities with clearer application guidance to help distinguish between a business and a group of assets in the process of determining the nature of the activities and assets acquired.

The amendments to IFRS 3 are effective as of January 1st 2020 and must be applied to transactions that are either business combinations or asset acquisitions for which the acquisition date is on or after January 1, 2020, Consequently, entities do not have to revisit such transactions that occurred in prior periods. Earlier application is permitted and must be disclosed. The amendment has not yet been endorsed by the European Union.

IAS 1 and IAS 8: Definition of Material - (issued on 31 October 2018)

In October 2018, the International Accounting Standards Board (IASB) issued amendments to IAS 1 (Presentation of Financial Statements) and IAS 8 (Accounting Policies, Changes in Accounting Estimates and Errors) (the amendments) to align the definition of 'material' across the standards and to clarify certain aspects of the definition.

The new definition states that "information is material if omitting, misstating or obscuring it could reasonably be expected to influence decisions that the primary users of general-purpose financial statements make on the basis of those financial statements, which provide financial information about a specific reporting entity."

The amendments clarify that materiality will depend on the nature or magnitude of information. An entity will need to assess whether the information, either individually or in combination with other information, is material in the context of the financial statements.

The amendments are effective for annual periods beginning on or after January 1 st, 2020 while earlier application is permitted. The amendments have not yet been endorsed by the European Union.

3. Operating Segments

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 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:

3. Operating Segments (continued)

Statement of Comprehensive Income

(In 000's Euros) 1/1-31/3/2019 1/1-31/3/2018
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 1,190,252 966,207 40,379 0 2,196,838 1,246,805 795,655 1,619 0 2,044,079
Inter-segment sales 488,753 175,352 3,714 (667,819) 0 297,806 81,381 902 (380,089) 0
Total revenue 1,679,005 1,141,559 44,093 (667,819) 2,196,838 1,544,611 877,036 2,521 (380,089) 2,044,079
Cost of Sales (1,522,190) (1,082,750) (42,220) 668,860 (1,978,300) (1,469,869) (821,045) (2,543) 380,587 (1,912,870)
Gross profit 156,815 58,809 1,873 1,041 218,538 74,742 55,991 (22) 498 131,209
Distribution expenses (9,503) (51,504) (945) 6,785 (55,167) (8,501) (47,017) (3) 5,021 (50,500)
Administrative expenses (10,606) (6,560) (974) 314 (17,826) (10,187) (6,283) (495) 118 (16,847)
Other operating income / (expenses) 12,197 5,759 83 (6,763) 11,276 7,233 6,244 11 (6,379) 7,109
Segment result from operations 148,903 6,504 37 1,377 156,821 63,287 8,935 (509) (742) 70,971
Investment income 2,015 193 3,646 (3,955) 1,899 1,301 152 3,230 (3,082) 1,601
Share of profit / (loss) in associates 0 0 0 1,426 1,426 0 0 0 (880) (880)
Finance costs (7,679) (5,761) (3,570) 4,064 (12,946) (8,019) (5,084) (3,158) 3,256 (13,005)
Profit before tax 143,239 936 113 2,912 147,200 56,569 4,003 (437) (1,448) 58,687
Other information
Capital additions 22,631 4,010 524 0 27,165 12,858 4,918 9 0 17,785
Depreciation/amortization for the period 18,936 6,271 523 367 26,097 18,649 5,875 488 14 25,026
Financial Position
Assets
Segment assets (excluding investments) 2,189,181 931,368 460,628 (492,022) 3,089,155 2,008,573 747,132 370,031 (422,789) 2,702,947
Investments in subsidiaries & associates 254,930 8,848 47,752 (228,123) 83,407 194,310 8,283 11,219 (165,975) 47,837
Available for Sale Investments 1,001 500 1,950 0 3,451 1,001 0 0 0 1,001
Total assets
Liabilities
2,445,112 940,716 510,330 (720,145) 3,176,013 2,203,884 755,415 381,250 (588,764) 2,751,785
Total liabilities 1,343,289 684,964 421,949 (495,433) 1,954,769 1,249,707 527,690 350,621 (422,931) 1,705,087

3. Operating Segments (continued)

Revenue Timing Recognition (According to IFRS
15)
(In 000's Euros) 1/1-31/3/2019 1/1-31/3/2018
Refinery's
Activities
Trading/ Sales
to Gas Stations
Services Total Refinery's
Activities
Trading/ Sales
to Gas Stations
Services Total
At a point in time 1,190,252 966,207 0 2,156,459 1,246,805 795,655 0 2,042,460
Over time 0 0 40,379 40,379 0 0 1,619 1,619
Total Revenue 1,190,252 966,207 40,379 2,196,838 1,246,805 795,655 1,619 2,044,079

4. Revenue

Sales revenue is analysed as
follows:
GROUP COMPANY
(In 000's Euros) 1/1 –
31/3/19
1/1 –
31/3/18
1/1 –
31/3/19
1/1 –
31/3/18
Sales 2,196,838 2,044,079 1,652,499 1,522,958

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

GROUP

(In 000's Euros) 1/1 –
31/3/19
1/1 –
31/3/18
SALES: DOMESTIC BUNKERING EXPORT TOTAL DOMESTIC BUNKERING EXPORT TOTAL
Products 324,111 73,174 1,059,284 1,456,569 298,127 53,924 1,055,514 1,407,565
Merchandise 547,971 51,365 100,554 699,890 558,541 34,469 41,885 634,895
Services 35,397 0 4,982 40,379 1,619 0 0 1,619
Total 907,479 124,539 1,164,820 2,196,838 858,287 88,393 1,097,399 2,044,079

COMPANY

(In 000's Euros) 1/1 –
31/3/19
1/1 –
31/3/18
SALES: DOMESTIC BUNKERING EXPORT TOTAL DOMESTIC BUNKERING EXPORT TOTAL
Products 316,532 70,517 1,048,567 1,435,616 291,399 51,869 1,049,614 1,392,882
Merchandise 91,470 45,104 80,309 216,883 86,283 25,448 18,345 130,076
Total 408,002 115,621 1,128,876 1,652,499 377,682 77,317 1,067,959 1,522,958

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.

5. Changes in Inventories / Cost of Sales

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, € 540 thousand for 1/1–31/3/2019 whereas during the prior period 1/1-31/3/2018 there was a charge of € 1,619 thousand. The charge per inventory category is as follows:

(In 000's Euros)
1/1-31/3/2019 1/1-31/3/2018
Products 171 1,033
Merchandise 150 24
Raw materials 219 562
Total 540 1,619

The total cost of inventories recognized as an expense during the current and prior year period for the Group was for 1/1–31/3/2019: € 1,958,710 thousand and for 1/1–31/3/2018 € 1,892,528 thousand (Company: 1/1–31/3/2019: € 1,481,302 thousand, 1/1–31/3/2018: € 1,432,924 thousand).

6. Income Tax Expenses

(In 000's Euros) GROUP COMPANY
1/1-31/3/19 1/1-31/3/18 1/1-31/3/19 1/1-31/3/18
Current corporate tax for the period 42,572 22,404 40,898 20,318
Deferred Tax (1,649) (4,322) (1,029) (3,899)
Total 40,923 18,082 39,869 16,419

Current corporate income tax is calculated at 28% for the period 1/1-31/3/2019 and at 29% for the period 1/1- 31/3/2018.

7. Earnings per Share

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

GROUP COMPANY
1/1-31/3/19 1/1-31/3/18 1/1-31/3/19 1/1-31/3/18
Earnings/(losses)
attributable
to
Company Shareholders (in 000's
Euros) 106,674 41,010 102,353 39,202
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 €
0.96 0.37 0.92 0.35

8. Dividends

Dividends to shareholders are proposed by management at each year end and are subject to approval by the Annual General Assembly Meeting. The Management of the Company proposes to the coming Annual General Assembly Meeting to be held within June 2019, the distribution of total gross dividends for 2018 of € 144,017,874 (€1.30 per share). It is noted that a gross interim dividend of € 38,774,043 (€ 0.35 per share) for 2018 has been paid and accounted for in December 2018, while the remaining € 0.95 per share will be paid and accounted for in 2019. It is noted, that based on law 4603/2019 profits distributed by legal entities from fiscal year 2019 onwards, will be subject to withholding tax of 10%.

9. Goodwill

Goodwill for the Group as at 31 March 2019 is € 21,506 thousand. Goodwill concerns the subsidiaries "AVIN OIL S.A." for € 16,200 thousand "CORAL GAS A.E.B.E.Y." for € 3,105 thousand and also "NRG TRADING HOUSE S.A." for € 1,734 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) 31/12/2018 Additions 31/3/2019
Goodwill 21,506 0 21,506

10. Other Intangible Assets

The carrying amount of other intangible assets represents software purchases, rights to operate gas stations on leasehold property and service concession arrangements. The movement during period 1/1/2019 – 31/3/2019 is presented in the following table.

COMPANY
(In 000's Euros) Software Rights Other Total Software
COST
As at 1 January 2019 37,769 53,213 14,147 105,129 12,275
Additions 107 4 490 601 34
Disposals/Write-off (6,676) 0 0 (6,676) 0
Transfers 916 0 0 916 841
As at 31 March
2019
32,116 53,217 14,637 99,970 13,150
DEPRECIATION
As at 1 January 2019 30,549 39,627 472 70,648 11,516
Charge for the year 598 1,196 18 1,812 116
Disposals/Write-off (6,676) 0 0 (6,676) 0
As at 31 March
2019
24,471 40,823 490 65,784 11,632
CARRYING AMOUNT
As at 31 December 2018 7,220 13,586 13,675 34,481 759
As at 31 March
2019
7,645 12,394 14,147 34,186 1,518

11. Property, Plant and Equipment

The movement in the Group's fixed assets during period 1/1/2019 – 31/3/2019 is presented below:

GROUP Land and Plant &
machinery /
Transportation
Fixtures and Assets under Equipment
under
finance lease
(In 000's Euros) buildings means equipment construction at cost Total
COST
As at 1 January 2019 557,875 1,599,171 94,797 102,116 1,170 2,355,129
Additions 550 1,239 491 24,284 0 26,564
Disposals/Write-off (12) (47) (756) (19) 0 (834)
Transfers 1,667 12,366 1,193 (16,142) (17) (933)
As at 31 March
2019
560,080 1,612,729 95,725 110,239 1,153 2,379,926
DEPRECIATION
As at 1 January 2019 171,376 1,066,755 60,864 0 1,157 1,300,152
Additions 2,907 20,045 1,333 0 0 24,285
Disposals/Write-off (6) (41) (743) 0 0 (790)
Transfers 0 0 0 0 (4) (4)
As at 31 March
2019
174,277 1,086,759 61,454 0 1,153 1,323,643
CARRYING AMOUNT
As at 31 December 2018 386,499 532,416 33,933 102,116 13 1,054,977
As at 31 March
2019
385,803 525,970 34,271 110,239 0 1,056,283

The movement in the Company's fixed assets during years 1/1/2019 – 31/3/2019 is presented below:

COMPANY Plant &
machinery /
Equipment under
Land and Transportation Fixtures and Assets under finance lease at
(In 000's Euros)
COST
buildings means equipment construction cost Total
As at 1 January 2019 211,886 1,369,119 26,411 80,712 1,153 1,689,281
Additions 259 3,950 305 17,760 0 22,274
Disposals/Write-off 0 0 0 0 0 0
Transfers 436 10,981 336 (12,595) 0 (842)
As at 31 March
2019
212,581 1,384,050 27,052 85,877 1,153 1,710,713
DEPRECIATION
As at 1 January 2019 50,649 925,782 21,926 0 1,153 999,510
Additions 1,041 17,138 283 0 0 18,462
Disposals/Write-off 0 0 (1) 0 0 (1)
As at 31 March
2019
51,690 942,920 22,208 0 1,153 1,017,971
CARRYING AMOUNT
As at 31 December 2018 161,237 443,337 4,485 80,712 0 689,771
As at 31 March
2019
160,891 441,130 4,844 85,877 0 692,742

12. Right of Use Assets

GROUP COMPANY
(In 000's Euros)
COST
Land and
buildings
Plant &
machinery /
Transportation
means
Total Land and
buildings
Plant &
machinery /
Transportation
means
Total
As at 1 January 2019 150,766 14,384 165,150 19,456 1,327 20,783
Additions 5,430 61 5,491 928 0 928
As at 31 March 2019 156,196 14,445 170,641 20,384 1,327 21,711
DEPRECIATION
As at 1 January 2019
Additions 5,315 1,316 6,631 935 133 1,068
As at 31 March 2019 5,315 1,316 6,631 935 133 1,068
CARRYING AMOUNT
As at 1 January 2019 150,766 14,384 165,150 19,456 1,327 20,783
As at 31 March 2019 150,881 13,129 164,010 19,449 1,194 20,643

The Group lease several assets including land & building, transportation means and machinery. The Group leases land & building for the purposes of constructing and operating its own network of gas stations as well as for its office space, fuel storage facilities/(oil depots), warehouses and retail stores. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions.

The Group leases trucks and vessels for distribution of its oil & gas products and cars for management and other operational needs.

The Group subleases some of its right-of-use assets that concern premises suitable to operate gas stations and other interrelated activities including office space under operating lease. Additionally, the Group leases out part of its own fuel storage facilities to third parties under operating lease.

13. Investments in Subsidiaries and Associates

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) Full
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
IREON INVESTMENTS LIMITED (ex 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

for the period 1/1 – 31/3/2019

Notes to the Financial Statements (continued)

13. Investments in Subsidiaries and Associates (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
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
CORAL ALBANIA SH.A Albania, Tirana 100% Petroleum Products Full
VEGAS WEST OBAYED LTD Cyprus, Nicosia 65% Crude oil research,
exploration and
trading (upstream)
Full
MEDSYMPAN LTD Cyprus, Nicosia 100% Holding Company Full
CORAL SRB DOO BEOGRAD Serbia, Beograd 100% Petroleum Products Full
CORAL-FUELS DOEL SKOPJE FYROM., Skopje 100% Petroleum Products Full
CORAL MONTENEGRO DOO PODGORICA Montenegro, Podgorica 100% Petroleum Products Full
CORAL GAS CYPRUS LTD Cyprus, Nicosia 100% Liquefied Petroleum
Gas
Full
IREON VENTURES LTD Cyprus, Nicosia 100% Holding Company Full
NRG TRADING HOUSE S.A. Greece, Maroussi of
Attika
90% Trading of
Electricity and
Natural Gas
Full
MEDIAMAX HOLDINGS LIMITED" (ex SEILLA
ENTERPRISES LIMITED)
Cyprus, Nicosia 100% Holding Company Full
NEVINE HOLDINGS LIMITED Cyprus, Nicosia 50% Holding Company Equity

13. Investments in Subsidiaries and Associates (continued)

Name Place of incorporation
and operation
Proportion of
ownership interest
Principal activity Consolidation
Method
TALLON COMMODITIES LTD United Kingdom,
London
38% Risk Management
and Commodities
Hedging
Equity
TALLON PTE LTD Singapore 38% Risk Management
and Commodities
Hedging
Equity
ALPHA SATELITE TV S.A. Greece, Pallini Attica 50% TV channel Equity
ALPHA RADIO S.A. Greece, Pallini Attica 50% Radio Station Equity
ALPHA RADIO KRONOS S.A. Greece, Thessaloniki 50% Radio Station Equity

Investments in subsidiaries and associates are as follows:

Name GROUP COMPANY
(In 000's Euros) 31/3/2019 31/12/2018 31/3/2019 31/12/2018
AVIN OIL S.A. 0 0 53,013 53,013
MAKREON S.A. 0 0 0 0
AVIN AKINITA S.A. 0 0 0 0
CORAL Α.Ε. OIL AND CHEMICALS COMPANY (ex Shell
Hellas S.A.)
0 0 63,141 63,141
ERMIS OIL TRANSPORTATION, EXPLOITATION,
TRADING AND SERVICES COMPANY A.E.
0 0 0 0
MYRTEA OIL TRADING, STORAGE, AGENCY AND
SERVICES COMPANY A.E.
0 0 0 0
CORAL PRODUCTS AND TRADING 0 0 0 0
CORAL INNOVATIONS A.E. 0 0 0 0
CORAL A.E. COMMERCIAL AND INDUSTRIAL GAS
COMPANY (ex Shell Gas Commercial and Industrial S.A.)
0 0 26,585 26,585
OFC AVIATION FUEL SERVICES S.A. 0 0 4,195 4,195
ELECTROPARAGOGI SOUSSAKI S.A. 0 0 944 244
Μ and Μ GAS Co S.A. 0 1,173 0 1,000
SHELL & MOH AVIATION FUELS A.E. 7,417 7,413 0 0
RHODES-ALEXANDROUPOLIS PETROLEUM
INSTALLATION S.A.
833 855 0 0
KORINTHOS POWER S.A. 41,345 39,978 22,411 22,411
IREON INVESTMENTS LIMITED (ex MOTOR OIL
(CYPRUS) LIMITED)
0 0 3,500 3,000
MOTOR OIL TRADING A.E. 0 0 0 0
MOTOR OIL MIDDLE EAST DMCC 0 0 0 0
BUILDING FACILITY SERVICES S.A. 0 0 600 600
MOTOR OIL FINANCE PLC 0 0 61 61
ENDIALE S.A (ex ELTEPE S.A.) 0 0 0 0

for the period 1/1 – 31/3/2019

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
MOTOR OIL VEGAS UPSTREAM Ltd 0 0 17,357 12,677
MV UPSTREAM TANZANIA Ltd 0 0 0 0
MVU BRAZOS CORP. 0 0 0 0
DIORIGA GAS Α.Ε. 0 0 0 0
CORINTHIAN OIL LTD 0 0 100 100
MEDPROFILE LTD 0 0 0 0
CORAL ENERGY PRODUCTS (CYPRUS) LTD 0 0 0 0
VEGAS WEST OBAYED LTD 0 0 0 0
MEDSYMPAN LTD 0 0 0 0
CORAL SRB DOO BEOGRAD 0 0 0 0
CORAL-FUELS DOEL SKOPJE 0 0 0 0
CORAL MONTENEGRO DOO PODGORICA 0 0 0 0
CORAL GAS CYPRUS LTD 0 0 0 0
IREON VENTURES LTD 0 0 0 0
NRG TRADING HOUSE S.A 0 0 16,650 16,650
MEDIAMAX HOLDINGS LIMITED" (ex SEILLA
ENTERPRISES LIMITED)
0 0 33,500 0
NEVINE HOLDINGS LIMITED 11,523 0 0 0
CORAL ALBANIA SH.A 0 0 0 0
TALLON COMMODITIES LTD 801 0 801 0
TALLON PTE LTD 11 0 11 0
ALPHA SATELITE TV S.A. 19,912 0 0 0
ALPHA RADIO S.A. 1,375 0 0 0
ALPHA RADIO KRONOS S.A. 190 0 0 0
Total 83,407 49,419 254,696 215,504

14. Other Financial Assets

Other Financial assets comprise of financial assets at fair value through other comprehensive income (FVOCI) that refer to unlisted equity securities which are not held for trading and which the group has irrevocably elected at initial recognition (transition) to recognise in this category.

In the prior financial year, the group had designated those unlisted equity investments as available-for-sale since management intended to hold them for the medium to long-term. On disposal of these equity investments, any related balance deferred within the FVOCI reserve is reclassified to retained earnings.

Name Place of
incorporation
Proportion of
ownership
interest
Cost
(In 000's Euros)
Principal activity
HELLENIC ASSOCIATION OF
INDEPENDENT POWER COMPANIES
ATHENS AIRPORT FUEL PIPELINE
Athens 16.67% 10 Promotion of Electric Power Issues
CO. S.A. Athens 16% 927 Aviation Fueling Systems
VIPANOT Athens 12.83% 64 Establishment of Industrial Park
HELLAS DIRECT
ENVIROMENTAL TECHNOLOGIES
Cyprus 1.16% 500 Insurance Company
FUND Athens 5.72% 1,299 Investment Company
ALPHAICS CORPORATION Delaware 0,00% 442 Semiconductor
EMERALD INDUSTRIAL
INNOVATION FUND Guernsey 8,33% 209 Industrial Innovation Fund
Σύνολο 3,451

"HELLENIC ASSOCIATION OF INDEPENDENT POWER COMPANIES" (civil non-profit organization), "ATHENS AIRPORT FUEL PIPELINE CO. S.A.", "VIPANOT", "HELLAS DIRECT", "ENVIROMENTAL TECHNOLOGIES FUND", "ALPHAICS CORPORATION" and "EMERALD INDUSTRIAL INNOVATION FUND" are stated at cost as significant influence is not exercised on them.

15. Borrowings

(In 000's Euros) GROUP COMPANY
31/3/2019 31/12/2018 31/3/2019 31/12/2018
Borrowings 943,443 937,154 231,718 229,629
Borrowings from subsidiaries 0 0 375,455 380,350
Finance leases 0 12 0 0
Less: Bond loan expenses * (6,847) (7,307) (1,323) (1,436)
Total Borrowings 936,596 929,859 605,850 608,543

15. Borrowings (continued)

The borrowings are repayable as follows:

(In 000's Euros) GROUP COMPANY
31/3/2019 31/12/2018 31/3/2019 31/12/2018
On demand or within one year 174,962 178,024 37,675 32,256
In the second year 56,183 38,878 36,690 31,947
From the third to fifth year inclusive 612,298 620,264 432,808 445,776
After five years 100,000 100,000 100,000 100,000
Less: Bond loan expenses * (6,847) (7,307) (1,323) (1,436)
Total Borrowings 936,596 929,859 605,850 608,543
Less: Amount payable within 12 months
(shown under current liabilities)
174,962 178,024 37,675 32,256
Amount payable after 12 months 761,634 751,835 568,175 576,287

*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 31/3/2019 and 31/12/2018:

(In 000's Euros) GROUP COMPANY
31/3/2019 31/12/2018 31/3/2019 31/12/2018
Loans' currency
EURO 794,268 784,775 463,522 463,459
U.S. DOLLARS 142,328 145,084 142,328 145,084
Total 936,596 929,859 605,850 608,543

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 € 350 million at a coupon of 5.125% Senior Notes due 2019, issued also by "Motor Oil Finance plc".

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 18/6/2019. The balance as at 31/3/2019 is € 309 thousand.

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. The balance as at 31/3/2019 is € 15,000 thousand.

On 10/2/2017 the Company was granted a bond loan of € 75,000 thousand, that was raised to € 100,000 thousand on 24/11/2017 and that expires on 28/7/2026, for the refinancing/repayment of existing loans and the financing of other corporate needs. The balance as at 31/3/2019 is € 100,000 thousand.

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. The balance as at 31/3/2019 is \$ 125,000 thousand.

15. Borrowings (continued)

On 16/5/2018 the Company, through the 100% subsidiary "Motor Oil Finance plc", was granted a bond loan of \$ 41,906 thousand. The settlement of this loan is in semi-annual instalments commencing on 28/3/2019 and up to 29/03/2021.The balance as at 31/3/2019 is \$ 35,620 thousand.

On 19/3/2019 the Company was granted a bond loan of € 5,000 thousand for the refinancing of existing loans. The loan expires on 24/12/2020 with 1-year extension option. The balance as at 31/3/2019 is € 5,000 thousand.

Total short-term loans, (including short-term portion of long-term loans), with duration up to one-year amount to € 37,675 thousand.

  • ii) "Avin Oil S.A." was granted a bond loan of € 110,000 thousand on 1/8/2014. The purpose of this loan is the partial re-financing of existing bank loans. The duration of this loan is 5 years. Total short-term loans, (including short-term portion of long-term loans) with duration up to one year, amount to € 83.600 thousand.
  • iii) "Coral A.E." on 9/5/2018 concluded with the issue of a bond loan of € 90.000 thousand at a coupon of 3% per annum, that is traded in Athens Stock Exchange. Purpose of this loan is the refinancing of existing loans. The loan is due on 23/05/2022.

Also, Coral has been granted a bond loan amounting to € 120,000 thousand, granted on 28/9/2015 in order to refinance respective existing loans. It is repayable in annual installments commencing on 28/9/2017 and up to 28/9/2019. The balance of this loan on 31/3/2019 is € 25,000 thousand. Also, on 30/5/2013 Coral A.E. was granted a bond loan of € 20,000 thousand to refinance respective existing loans. The settlement of this loan is in semi-annual instalments commencing on 31/5/2016 and up to 30/11/2017. The company has reached an agreement for the extension of the repayment of the remaining balance of the loan (€ 12,000 thousand) up to 30/11/2021.

Total short-term loans, (including short-term portion of long-term loans) with duration up to one-year amount to € 51,692 thousand.

  • iv) "L.P.C. S.A." has been granted a bond loan amounting to € 18,000 thousand, issued on 31/5/2016 in order to refinance respective existing loans. It is repayable in 3 years in annual installments commencing on 31/5/2017, with 2 years' extension option. Total short-term loans (including short-term portion of long-term loans) with duration up to one year, amount to € 1.995 thousand.
  • v) "CORAL GAS" has been granted a bond loan of up to € 8,000 thousand, issued on 7/11/2018 in order to refinance/repay existing loans and the financing of other corporate needs. The loan expires on 7/11/2021 and it's balance as at 31/3/2019 is € 6,468.

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

16. Lease Liabilities

(in 000s Euros) GROUP COMPANY
31/3/2019 31/3/2019
Current Lease Liabilities 23,101 3,969
Non-Current
Lease
Liabilities
123,450 16,736
Total Lease Liabilities 146,551 20,705
Maturity Analysis:
Not Later than one year 25,782 4,433
In the Second year 21,021 4,381
From the third to fifth year 48,199 8,181
After five years 78,946 5,371
Minus: Discount (27,397) (1,661)
Total Lease Liabilities 146,551 20,705

The Company and the Group does not face any significant liquidity risk with regards to its lease liabilities. Lease liabilities are monitored within the Group's treasury function.

There are no significant lease commitments for leases not commenced at period end. The interest expense relevant to the Company's and the Group's leasing activities that were recognized in profit or loss for the first Quarter of 2019 amounted to € 1,148 thousand for the Group and € 129 thousand for the Company.

17. Share Capital

Share capital as at 31/3/2019 was € 83,088 thousand (31/12/2018: € 83,088 thousand) consists of 110,782,980 registered shares of par value € 0.75 each (31/12/2018: € 0.75 each).

18. Reserves

Reserves of the Group and the Company as at 31/3/2019 are € 91,241 thousand and € 54,559 thousand respectively (31/12/2018: € 91,119 thousand and € 54,559 thousand respectively) and were so formed as follows:

GROUP

(In 000's Euros) Legal Share
Premium
Special Tax-free Foreign currency,
translation
reserve
Total
Balance as at 1 January
2019
35,424 17,931 29,464 8,666 (366) 91,119
Other 11 0 0 0 111 122
Balance as at 31 March 2019 35,435 17,931 29,464 8,666 (255) 91,241

COMPANY

(In 000's Euros) Legal Special Tax-free Total
Balance as at 1 January
2019
30,942 18,130 5,487 54,559
Other 0 0 0 0
Balance as at 31 March 2019 30,942 18,130 5,487 54,559

19. Retained Earnings

(In 000's Euros) GROUP COMPANY
Balance as at 31 December 2018 931,109 820,355
Profit for the year 106,674 102,353
Other Comprehensive Income 179 0
Transfer to Reserves (122) 0
Balance as at 31 March 2019 1,037,840 922,708

20. Establishment/Acquisition of Subsidiaries/Associates

20.1 "ALPHA SATELITE TV S.A.", "ALPHA RADIO S.A." and "ALPHA RADIO KRONOS S.A."

Within March 2019 the Group through the 100% subsidiary "MEDIAMAX HOLDINGS LIMITED" concluded with the transaction for the acquisition of a 50% stake in "ALPHA SATELITE TV S.A." that operates ALPHA TV channel based in Pallini Attica, "ALPHA RADIO S.A." that operates the radio station ALPHA 98.9 based in Pallini Attica and "ALPHA RADIO KRONOS S.A." that operates the radio station ALPHA 96.5 in Thessaloniki. Total cost of acquisition was € 33 mil. of which € 21.5 was acquisition of existing shares and € 11.5 mil. was participation in share capital increases.

20.2 "TALLON COMMODITIES LTD" and "TALLON PTE LTD"

Within March 2019 the Company concluded with the transaction for the acquisition of a 38% stake in "Tallon Commodities Limited" based in London, U.K. at a cost of € 801,103 and "Tallon PTE LTD" based in Singapore at a cost of € 11,400. These companies have activities in the sector of risk management and commodities hedging.

21. Contingent Liabilities/Commitments

There are legal claims by third parties against the Group amounting to approximately € 15.8 million (Company: approximately € 13.1 million). There are also legal claims of the Group against third parties amounting to approximately € 19.9 million (Company: approximately € 0.1 million).

No provision has been made for the above cases as their outcome is not expected to have a negative impact for the Group and/or the amount of the contingent liability 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 31/3/2019, amounts to approximately € 9.7 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 total amount of letters of guarantee given as security for Group companies' liabilities as at 31/3/2019, amounted to € 286,073 thousand. The respective amount as at 31/12/2018 was € 358,033 thousand.

The total amount of letters of guarantee given as security for the Company's liabilities as at 31/3/2019, amounted to € 168,156 thousand. The respective amount as at 31/12/2018 was € 250,575 thousand.

21. Contingent Liabilities/Commitments (continued)

Companies with Un-audited Fiscal Years

The tax authorities have not performed a tax audit on "CYTOP SA" for the fiscal years 2012 up to and including 2014 as well as for "KEPED SA" and "ELTEPE SA" for the fiscal years 2012 up to and including 2016. Thus, the tax liabilities for those companies have not yet finalized. At a future tax audit, it is probable for the tax authorities to impose additional tax which can not be estimated at this point of time. The Group though estimates that this will not have a material impact on the financial position of the Group.

The tax audit for fiscal years 2009 and 2010 for CORAL GAS AEBEY 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. There is an on-going tax audit by the tax authorities for NRG TRADING HOUSE S.A. for fiscal years 2014 to 2016. However, it is not expected that material liabilities will arise from this tax audit.

For the fiscal years from 2013 to 2017 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 2018 is in progress. However, it is not expected that material liabilities will arise from this tax audit.

22. Related Party Transactions

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)
Associates
Income
55,096
Expenses
1,151
Receivables
18,598
Payables
74
COMPANY
(In 000's Euros) Income Expenses Receivables Payables
Subsidiaries 491,040 115,458 52,427 384,236
Associates 54,290 1,065 18,378 26
Total 545,330 116,523 70,805 384,262

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.

22. Related Party Transactions (continued)

Compensation of key management personnel

The remuneration of directors and other members of key management for the Group for the period 1/1–31/3/2019 and 1/1–31/3/2018 amounted to € 2,010 thousand and € 1,363 thousand respectively. (Company: 1/1–31/3/2019: € 417 thousand, 1/1–31/3/2018: € 417 thousand)

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

Other short-term benefits granted to key management for the Group for the period 1/1–31/3/2019 amounted to € 101 thousand and 1/1–31/3/2018 amounted to € 98 thousand respectively. (Company: 1/1–31/3/2019: € 15 thousand, 1/1– 31/3/2018: € 15 thousand)

There are no leaving indemnities paid to key management for the Group nor for the period 1/1–31/3/2019 neither for the respective comparative period.

Directors' Transactions

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

23. Management of Financial Risks

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.

a. Capital risk management

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. A possible exit of Great Britain from EU (Brexit) is not expected to have any impact in this subsidiary or in the Group.

23. Management of Financial Risks (continued)

Gearing Ratio

The Group's management reviews the capital structure on a frequent basis. As part of this review, the cost of capital is calculated and the risks associated with each class of capital are assessed.

The gearing ratio at the year end was as follows:

GROUP COMPANY
(In 000's Euros) 31/3/2019 31/12/2018 31/3/2019 31/12/2018
Bank loans 936,596 929,859 605,850 608,543
Lease liabilities 146,551 0 20,705 0
Cash and cash equivalents (582,160) (679,426) (513,013) (600,433)
Net debt 500,987 250,433 113,542 8,110
Equity 1,221,244 1,112,222 1,060,355 958,002
Net debt to equity ratio 0.41 0.23 0.11 0.01

b. Financial risk management

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

c. Market risk

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. The Group also through its subsidiaries in the Middle East, Great Britain, Cyprus and the Balkans, 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.

23. Management of Financial Risks (continued)

d. Foreign currency risk

Due to the use of the international Platt's prices in USD for oil purchases/sales, exposures to exchange rate fluctuations may arise for the Company's profit margins. The Company minimises foreign currency risks through physical hedging, mostly by monitoring assets and liabilities in foreign currencies.

e. Interest rate risk

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.

f. Credit risk

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 31/3/2019 amounted to Euro 26.0 million. As far as receivables of the subsidiary sub groups "Avin Oil S.A.", "CORAL A.E." and "L.P.C. S.A." and the subsidiaries "CORAL GAS A.E.B.E.Y." and "NRG TRADING HOUSE 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.

g. Liquidity risk

Liquidity risk is managed through the proper combination of cash and cash equivalents and available bank loan facilities. 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.

As at today the Company has available total credit facilities of approximately € 1.1 billion of which € 606 million have been withdrawn and total available bank Letter of Credit facilities up to approximately \$ 750 million.

Going Concern

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.

24. Events after the Reporting Period

Τhere are no events that could have a material impact on the Group's and Company's financial structure or operations that have occurred since 1/4/2019 up to the date of issue of these financial statements.

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