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Rubis — Interim / Quarterly Report 2017
Sep 7, 2017
1636_ir_2017-09-07_f5e1f73e-80ff-48d2-a79e-74690160eeec.pdf
Interim / Quarterly Report
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STORAGE DISTRIBUTION RESPONSIBILITY INDEPENDENCE NICHE OPERATOR LEADERSHIP MULTI-LOCAL EXPERTISE MAINTENANCE RISK CONTROL
2017 HALF-YEAR F I N A N C I A L REPORT
TABLE OF CONTENTS
| I – GROUP ACTIVITY REPORT FOR THE FIRST HALF OF 2017 | 1 |
|---|---|
| ACTIVITY REPORT | 2 |
| OUTLOOK FOR THE SECOND HALF OF 2017 | 5 |
| DESCRIPTION OF THE MAIN RISKS AND CONTINGENCIES FOR THE REMAINING SIX MONTHS OF THE YEAR |
6 |
| POST-BALANCE SHEET EVENTS | 6 |
| KEY TRANSACTIONS WITH RELATED PARTIES | 7 |
| II – CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2017 | 8 |
| III – STATUTORY AUDITORS' REPORT |
35 |
| IV – DECLARATION OF RESPONSIBLE OFFICERS | 36 |
I – GROUP ACTIVITY REPORT FOR THE FIRST HALF OF 2017
| ACTIVITY REPORT | 2 |
|---|---|
| OUTLOOK FOR THE SECOND HALF OF 2017 | 5 |
| DESCRIPTION OF THE MAIN RISKS AND CONTINGENCIES FOR THE REMAINING SIX MONTHS OF THE YEAR |
6 |
| POST-BALANCE SHEET EVENTS | 6 |
| KEY TRANSACTIONS WITH RELATED PARTIES | 7 |
ACTIVITY REPORT
The first half of 2017 benefited from robust organic growth, reflected in an 8% increase in total business volumes at constant scope. Acquisitions made in the first half of 2017 (Haiti and Turkey) made a positive contribution, boosting EBIT by 10% (stable on a like-for-like basis).
The finalization of the acquisition of the partners' shares in Turkey resulted in a non-recurrent profit of €ͳͶ million. Overall, the Group posted record net income of €ͳ͵ͻ million, an increase of 34% (+8% on a like-for-like basis).
Each of the Group's ͵ business lines contributed to this growth, on both an organic basis and through acquisitions, which made a strong contribution in terms of profitability:
- Rubis Énergie enjoyed an 8% increase in volumes distributed (+4% at constant scope) and generated growth of 13% in EBIT (+6% on a like-for-like basis), driven notably by a rebound in activity and margins in the bitumen segment in Africa;
- Rubis Support and Services recorded a convincing rebound in volumes handled thanks in particular to growth in the bitumen segment. However, the structure of the unit margin, which was down, left EBIT stable excluding non-recurring charges;
- Rubis Terminal enjoyed strong growth (+11%) in storage revenues (all terminals at 100%). Rubis Terminal Petrol (Turkey) has been fully consolidated since January 1. It made a substantial contribution to earnings, allowing EBIT to increase by 31% (+7% at comparable scope, excluding non-recurring charges).
| ȋ€ millionȌ | 2017 | 2016 | Change |
|---|---|---|---|
| Sales revenue | 1,815 | 1,453 | 25% |
| Gross operating profit (EBITDA) | 238 | 213 | 12% |
| Current operating income (EBIT), of which | 177 | 160 | 10% |
| Rubis Énergie | 126 | 112 | 13% |
| Rubis Support and Services | 31 | 33 | -7% |
| Rubis Terminal | 31 | 24 | 31% |
| Net income, Group share | 139 | 104 | 34% |
| Cash flow | 189 | 165 | 15% |
| Capital expenditure | 80 | 76 |
CONSOLIDATED FIGURES AS OF JUNE 30, 2017
The ͳͷ% increase in cash flow generated over the period reflects the quality of the Group's results.
At the end of April, Rubis finalized the acquisition of Dinasa in Haiti, becoming the island's leading distributor of petroleum products and ramping up its business in the Caribbean.
In July, Rubis announced the acquisition of Galana, the leading distributor of petroleum products in Madagascar, thereby expanding its operations in the Indian Ocean. It also announced the acquisition of a number of LPG distribution assets from Repsol in Portugal.
The Group's financial position remained sound following these transactions, with the ratio of net debt to annualized EBITDA standing at 1.4.
Propane prices were up sharply compared with the first half of 2016 (+41% in USD). This change had no effect at the overall level (unit margin: +2%). Its only impact was in Europe, where a slight contraction of the unit margin was observed in the LPG segment (-3%).
| ȋin '000 m 3 ) |
2017 | 2016 | Change | Change at constant scope |
|||
|---|---|---|---|---|---|---|---|
| Europe | 426 | 425 | 0% | 1% | |||
| Caribbean | 908 | 818 | 11% | -3% | |||
| Africa | 496 | 451 | 10% | 10% | |||
| TOTAL | 1,830 | 1,694 | 8% | 2% |
CHANGE IN VOLUMES SOLD BY GEOGRAPHIC ZONE IN THE FIRST HALF
CHANGE IN VOLUMES SOLD BY GEOGRAPHIC ZONE IN THE SECOND QUARTER
| ȋin '000 m 3 ) |
Q2-2017 | Q2-2016 | Change | Change at constant scope |
|---|---|---|---|---|
| Europe | 185 | 194 | -4% | -4% |
| Caribbean | 498 | 415 | 20% | -7% |
| Africa | 242 | 234 | 3% | 3% |
| TOTAL | 926 | 844 | 10% | -3% |
Volumes as reported were up 8% at current scope. Changes in the scope of consolidation over the period affected the Caribbean, with the acquisition of Dinasa (Haiti). Adjusted for the impact of changes in the scope of consolidation, volumes were up 2% despite the decline in LPG volumes in Europe (-1%) on the back of unfavorable weather conditions (below the 30-year average and less favorable than 2016).
Adjusted for one-off items in the Caribbean, namely the termination of a bulk fuel supply contract for EDF at a low margin in Martinique and strikes in Guyana, volumes in the Caribbean grew by 2%, and total volumes were up 4% (on a like-for-like basis).
Looking at unit margins, the decline observed in LPG in Europe (-3%) was offset by the sharp rebound in the bitumen segment in Africa (+9%), keeping the overall number healthy.
Rubis Énergie division results
Rubis Énergie delivered record EBIT of €ͳʹ million, an increase of ͳ͵%: the decline in Europe (-12%), resulting from the weather and a negative unit margin effect in Europe, was offset by the rebound in results in the bitumen segment in Africa (+75%). At constant scope (excluding Haiti), EBIT was up 6%.
RESULTS OF THE RUBIS ÉNERGIE DIVISION FOR THE SIX MONTHS TO JUNE 30, 2017
| ȋ€ millionȌ | 2017 | 2016 | Change | Change at constant scope |
|---|---|---|---|---|
| Volumes distributed ȋ'ͲͲͲ m3 ) |
1,830 | 1,694 | 8% | 2% |
| Sales revenue | 1,270 | 1,043 | 22% | 17% |
| EBITDA | 153 | 140 | 9% | 4% |
| EBIT | 126 | 112 | 13% | 6% |
| Europe | 38 | 43 | -12% | -11% |
| Caribbean | 42 | 33 | 30% | -1% |
| Africa | 47 | 36 | 33% | 33% |
| Cash flow | 120 | 108 | 12% | |
| Capital expenditure | 44 | 27 |
RUBIS SUPPORT AND SERVICES
This subgroup includes Rubis Énergie's supply tools for petroleum products:
- the 71% interest in the refinery in the French Antilles (Sara);
- the trading-supply activity (excluding retail distribution), based in Barbados and operating in international markets; and
- shipping, in support-logistics (12 chartered vessels).
The results of the Sara refinery are recognized using the calculation formula set by decree (9% of equity at the end of the prior year) and were stable year on year.
Volumes handled in trading-supply-shipping were up sharply (+59%), but with unit margins below those of 2016. This resulted in stable EBIT excluding non-recurring provisions.
| ȋ€ millionȌ | 2017 | 2016 | Change |
|---|---|---|---|
| Sales revenue | 374 | 268 | 39% |
| EBITDA | 48 | 46 | 4% |
| EBIT | 31 | 33 | -7% |
| - Sara | 15 | 15 | -2% |
| - Trading-supply, shipping | 16 | 18 | -11% |
| Cash flow | 44 | 43 | 1% |
| Capital expenditure | 9 | 14 |
RESULTS OF THE RUBIS SUPPORT AND SERVICES DIVISION FOR THE SIX MONTHS TO JUNE 30, 2017
The storage business recorded revenue growth of 35% on a reported basis thanks to the full consolidation of Rubis Terminal Petrol (Turkey). However, business measured in revenue was up 11%, including 100% of the assets in the scope of consolidation (unchanged), with storage billings totaling €ͻ.ͻ million, representing a ͳͶ% increase in traffic across all products to .͵ million metric tons.
This growth (11%) breaks down by geographic zone as follows:
- Storage France: +3%, driven by petroleum product revenues (+5%);
- Storage Northern Europe: +27%, resulting from capacity increase at the end of 2016, with a utilization rate close to 90%;
- Turkey: +19%, characterized by strong growth in flows to and from Northern Iraq (Kurdistan).
Change in EBIT over time
Reported current operating income (EBIT) was up 31%. However, an analysis of the performance on a like-for-like basis, including the contribution to EBIT from Antwerp (equity associate) and adjusted for non-recurring expenses, puts growth at 7%.
| ȋ€ millionȌ | 2017 | 2016 | Change |
|---|---|---|---|
| Sales revenue | 171 | 142 | 20% |
| - Storage | 85 | 63 | 35% |
| - Distribution | 85 | 79 | 8% |
| EBITDA | 48 | 34 | 39% |
| EBITDA including associates | 52 | 41 | 24% |
| EBIT | 31 | 24 | 31% |
| EBIT including associates | 34 | 28 | 21% |
| Cash flow | 36 | 22 | 63% |
| Capital expenditure | 27 | 34 |
RESULTS OF THE RUBIS TERMINAL DIVISION FOR THE SIX MONTHS TO JUNE 30, 2017
OUTLOOK FOR THE SECOND HALF OF 2017
The increase in activity and the consolidation of acquisitions in the second half should consolidate earnings growth over the full year in 2017.
DESCRIPTION OF THE MAIN RISKS AND CONTINGENCIES FOR THE REMAINING SIX MONTHS OF THE YEAR
The main risks and contingencies to which the Group could be exposed are described in Chapter 4 "Risk Factors and Insurance" of the Annual Financial Report - 2016 Registration Document. To Rubis' knowledge, there are no extraordinary items, litigation, risks or off-balance sheet commitments liable to have a significant impact on the financial position, the assets and liabilities, the income or the businesses of the Group.
POST-BALANCE SHEET EVENTS
ACQUISITION OF THE LEADING DISTRIBUTOR OF PETROLEUM PRODUCTS IN MADAGASCAR
In July ʹͲͳ, Rubis completed the acquisition of the Galana group, Madagascar's largest distributor of petroleum products.
With 260,000 m3 of petroleum products distributed in 2016, Galana operates in each of the main market segments: networks (71 gas stations), commercial (including mining and power generation), LPG and lubricants. In support of its distribution activity, the company has strategic and autonomous import logistics capacity, consisting of the island's only storage terminal for imports of petroleum products (260,000 m3) with dedicated maritime access, located in Tamatave.
Galana accordingly combines all of the strategic criteria sought by Rubis in distribution: a leading position (30% market share) combined with a unique position in logistics.
Rubis, already present in the distribution of petroleum products (240,000 m3) on Réunion (SRPP), is increasing its operations in the distribution of fuel and fuel oil in the Indian Ocean through the acquisition of the Galana group. The pooling of volumes carried out in this growing area should allow for the eventual generation of economies of scale (trading and shipping).
In 2016, the Galana group generated sales revenue of US\$215 million.
Consolidation in Rubis' financial statements was effective as of July ͳ, ʹͲͳ.
ACQUISITION OF LPG DISTRIBUTION ASSETS IN PORTUGAL FROM REPSOL
At the end of July 2017, Rubis acquired LPG distribution assets in Madeira and the Azores (Portugal) and continental pipeline distribution networks from Repsol.
This acquisition enabled Rubis to extend its offering to the pipeline network segment and to reach critical mass in its existing operations in Madeira and the Azores.
These activities represent an annual volume of approximately 15,000 metric tons, i.e. 12% of the volumes marketed by the Group locally, and generate approximately € million in gross operating profit.
The assets acquired cover various segments: packaged, bulk and pipeline distribution networks, and associated operational facilities.
The contribution of continental pipeline network assets to the Group's results has been effective since the transaction was finalized on July 1, 2017. In Madeira and the Azores, the transaction remains subject to the approval of the local competition authority.
2-FOR-1 SPLIT OF THE PAR VALUE OF THE RUBIS SHARE
The Combined Shareholders' Meeting of June ͺ, ʹͲͳ, by adopting the ͳ͵th resolution, resolved to perform a 2-for-1 split of the par value of the Rubis share, delegating all powers to the Board of Management to set the date of the split and to make any necessary adjustments.
As a result, the Board of Management, meeting on July 13, 2017, decided to split the par value of the share from €ʹ.ͷͲ to €ͳ.ʹͷ, with each shareholder receiving ʹ new shares for ͳ existing share.
The new shares have the same rights as the existing shares that they replace, and the amount of the share capital remains unchanged.
ESTABLISHMENT OF NEW EQUITY LINES
Rubis has renewed its equity lines so as to bolster its financial resources while maintaining a sound balance sheet.
Under the delegations granted by the Combined Shareholders' Meeting and the General Partners' Meeting of June ͺ, ʹͲͳ, Rubis established ʹ equity lines on July ʹͳ, ʹͲͳ, in the form of issues of warrants, split between Crédit Agricole Corporate and Investment Bank (Crédit Agricole CIB) and Société Générale, enabling it to carry out successive capital increases up to the authorized ceiling of €ͷ,ͷͲͲ,ͲͲͲ in par value ሺcorresponding to Ͷ,ͶͲͲ,ͲͲͲ shares of €ͳ.ʹͷ eachሻ, i.e. less than ͷ% of the Company's share capital as of the date of the Meeting.
Crédit Agricole CIB and Société Générale each signed an agreement with Rubis on July 21, 2017 enabling them to subscribe 2,200,000 warrants. These warrants may be exercised solely at Rubis' discretion for a period of ͶͲ months, in successive installments, with each bank undertaking to purchase, either directly or through one of its subsidiaries, the Rubis shares resulting from the exercise of the warrants.
The subscription price of the shares issued in respect of these warrants will be the average share price over the 3 trading days prior to its fixing, weighted by trading volumes, less a discount of 5%.
On the basis of the current share price, the potential increase in shareholders' equity could be as much as €ʹͳͲ million.
The 2 banks, acting in their capacity as financial intermediaries, do not intend to become longterm shareholders of the Company.
KEY TRANSACTIONS WITH RELATED PARTIES
There was no significant variation in the nature of transactions with related parties in the first half of 2017 compared with December 31, 2016 (see note 10.3 to the consolidated financial statements for the year ended December 31, 2016).
II – CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2017
CONSOLIDATED BALANCE SHEET
ASSETS
| 12/31/2016 | |||
|---|---|---|---|
| (in thousands of euros) | Note | ||
| NON-CURRENT ASSETS | |||
| Intangible assets | 8.2 | 21,996 | 22,905 |
| Goodwill | 8.1 | 984,731 | 773,013 |
| Property, plant and equipment | 9 | 1,406,381 | 1,192,340 |
| Investments in joint ventures | 3; 7 | 36,336 | 129,922 |
| Other financial assets | 10.1 | 24,855 | 92,598 |
| Deferred tax assets and liabilities | 9,720 | 12,521 | |
| Other non-current assets | 5,940 | 322 | |
| TOTAL NON-CURRENT ASSETS (I) | 2,489,959 | 2,223,621 | |
| CURRENT ASSETS | |||
| Inventory and work in progress | 260,317 | 246,615 | |
| Trade and other receivables | 418,699 | 381,595 | |
| Income tax receivables | 26,884 | 9,870 | |
| Other current assets | 10.2 | 35,674 | 19,243 |
| Cash and cash equivalents | 830,807 | 833,652 | |
| TOTAL CURRENT ASSETS (II) | 1,572,381 | 1,490,975 | |
| TOTAL GROUP OF ASSETS FOR DISPOSAL (III) | |||
| TOTAL ASSETS (I + II + III) | 4,062,340 | 3,714,596 |
CONSOLIDATED BALANCE SHEET
LIABILITIES
| 06/30/2017 | 12/31/2016 | ||
|---|---|---|---|
| (in thousands of euros) | Note | ||
| SHAREHOLDERS' EQUITY, GROUP SHARE | |||
| Share capital | 12 | 117,173 | 113,637 |
| Share premium | 12 | 1,195,903 | 1,084,251 |
| Retained earnings | 587,025 | 659,503 | |
| TOTAL | 1,900,101 | 1,857,391 | |
| NON-CONTROLLING INTERESTS | 122,913 | 129,044 | |
| SHAREHOLDERS' EQUITY (I) | 2,023,014 | 1,986,435 | |
| NON-CURRENT LIABILITIES | |||
| Borrowings and financial debt | 14 | 1,033,354 | 798,874 |
| Deposit/consignment | 107,062 | 102,967 | |
| Provisions for pensions and other employee benefit obligations | 43,165 | 47,702 | |
| Other provisions | 15 | 86,370 | 77,165 |
| Deferred tax assets and liabilities | 61,155 | 49,597 | |
| Other non-current liabilities | 3,783 | 3,847 | |
| TOTAL NON-CURRENT LIABILITIES (II) | 1,334,889 | 1,080,152 | |
| CURRENT LIABILITIES | |||
| Borrowings and bank overdrafts (portion due in less than one year) | 14 | 286,880 | 262,464 |
| Trade and other payables | 359,046 | 355,243 | |
| Current tax liabilities | 13,428 | 7,343 | |
| Other current liabilities | 45,083 | 22,959 | |
| TOTAL CURRENT LIABILITIES (III) | 704,437 | 648,009 | |
| TOTAL LIABILITIES RELATED TO A GROUP OF ASSETS FOR DISPOSAL (IV) | |||
| TOTAL LIABILITIES (I + II + III + IV) | 4,062,340 | 3,714,596 |
CONSOLIDATED INCOME STATEMENT
| Note | 06/30/2017 | 06/30/2016 | ||
|---|---|---|---|---|
| (in thousands of euros) | % | |||
| Sales of merchandise | 1,194,832 | 907,291 | ||
| Revenue from manufacturing of goods and services | 620,523 | 546,107 | ||
| NET REVENUE | 4 | 25% | 1,815,355 | 1,453,398 |
| Other operating income | 1,326 | 573 | ||
| Consumed purchases | (1,275,982) | (967,580) | ||
| External expenses | (163,069) | (147,056) | ||
| Payroll expenses | (94,544) | (88,513) | ||
| Taxes | (43,648) | (37,694) | ||
| Net depreciation and provisions | (62,179) | (52,844) | ||
| Other operating income and expenses | (728) | (378) | ||
| EBITDA | 12% | 238,112 | 212,555 | |
| CURRENT OPERATING INCOME (EBIT) | 4 | 10% | 176,531 | 159,906 |
| Other operating income and expenses | 16 | 14,270 | (1,850) | |
| OPERATING INCOME BEFORE PROFIT/LOSS FROM JOINT VENTURES |
21% | 190,801 | 158,056 | |
| Share of net income from joint ventures | 1,849 | 2,429 | ||
| OPERATING INCOME AFTER PROFIT/LOSS FROM JOINT VENTURES |
4 | 20% | 192,650 | 160,485 |
| Income from cash and cash equivalents | 1,863 | 2,002 | ||
| Gross cost of financial debt | (9,553) | (8,044) | ||
| COST OF NET FINANCIAL DEBT | 27% | (7,690) | (6,042) | |
| Other financial income and expenses | 2,923 | (2,092) | ||
| INCOME BEFORE TAX | 23% | 187,883 | 152,351 | |
| INCOME TAX | (40,845) | (37,725) | ||
| NET INCOME | 28% | 147,038 | 114,626 | |
| NET INCOME, GROUP SHARE | 34% | 139,497 | 104,337 | |
| NET INCOME, MINORITY INTERESTS | -27% | 7,541 | 10,289 | |
| Undiluted earnings per share (in euros) | 11 | 27% | 3.07 | 2.41 |
| Diluted earnings per share (in euros) | 11 | 27% | 3.03 | 2.38 |
STATEMENT OF OTHER COMPREHENSIVE INCOME
| (in thousands of euros) | 06/30/2017 | 06/30/2016 |
|---|---|---|
| Total consolidated net income (I) | 147,038 | 114,626 |
| Foreign exchange differences | (85,813) | (28,692) |
| Hedging instruments | (1,090) | (2,050) |
| Income tax on hedging instruments | 378 | 714 |
| Items recyclable in P&L from joint ventures | (1,678) | |
| Items that will subsequently be recycled in P&L (II) | (86,525) | (31,706) |
| Actuarial gains and losses | 718 | (3,409) |
| Income tax on actuarial gains and losses | (357) | 778 |
| Items not recyclable in P&L from joint ventures | ||
| Items that will not subsequently be recycled in P&L (III) | 361 | (2,631) |
| Comprehensive income for the period (I+II+III) | 60,874 | 80,289 |
| Share attributable to the owners of the Group's parent company | 54,515 | 69,556 |
| Share attributable to non-controlling interests | 6,359 | 10,733 |
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
| Shares outstanding |
including treasury shares |
Share capital |
Share premium |
Treasury shares |
Consolidated reserves and earnings |
Foreign exchange differences |
Shareholders' equity attributable to the owners of the Group's parent company |
Non controlling interests (minority interests) |
Total consolidated shareholders' equity |
|
|---|---|---|---|---|---|---|---|---|---|---|
| (number of shares) | (in thousands of euros) | |||||||||
| Shareholders' equity as of December 31, 2015 |
43,216,952 | 15,762 108,042 | 962,398 | (1,090) | 387,888 | 100,605 | 1,557,845 | 99,514 | 1,657,359 | |
| Comprehensive income for the period |
100,479 | (30,923) | 69,556 | 10,733 | 80,289 | |||||
| Percentage change in interest |
70,442 | 70,442 | 17,873 | 88,315 | ||||||
| Share-based payments |
2,440 | 2,440 | 2,440 | |||||||
| Capital increase | 1,839,310 | 4,599 | 100,477 | 460 | 105,536 | 105,536 | ||||
| Treasury shares Dividend |
2,382 | (120) | (19) | (139) | (139) | |||||
| payment | (124,900) | (124,900) | (9,811) | (134,711) | ||||||
| Other changes | 44 | 44 | 40 | 84 | ||||||
| Shareholders' equity as of June 30, 2016 |
45,056,262 | 18,144 112,641 1,062,875 | (1,210) | 436,836 | 69,682 | 1,680,824 | 118,350 | 1,799,173 | ||
| Comprehensive income for the period |
108,645 | 42,907 | 151,552 | 11,961 | 163,513 | |||||
| Percentage change in interest |
487 | 487 | 379 | 866 | ||||||
| Share-based payments |
1,709 | 1,709 | 1,709 | |||||||
| Capital increase | 398,626 | (3,753) | 996 | 21,376 | 99 | 22,471 | (334) | 22,137 | ||
| Treasury shares | 122 | 257 | 379 | 379 | ||||||
| Dividend payment |
(1,291) | (1,291) | ||||||||
| Other changes | (31) | (31) | (21) | (52) | ||||||
| Shareholders' equity as of December 31, 2016 |
45,454,888 | 14,391 113,637 1,084,251 | (1,088) | 548,002 | 112,589 | 1,857,391 | 129,044 | 1,986,435 | ||
| Comprehensive income for the period |
138,880 | (84,365) | 54,515 | 6,359 | 60,874 | |||||
| Percentage change in interest |
||||||||||
| Share-based payments |
4,977 | 4,977 | 4,977 | |||||||
| Capital increase | 1,414,399 | (8,338) | 3,536 | 111,652 | 354 | 115,542 | 115,542 | |||
| Treasury shares | 469 | 228 | 697 | 697 | ||||||
| Dividend | ||||||||||
| payment | (133,009) | (133,009) | (12,500) | (145,509) | ||||||
| Other changes | (12) | (12) | 10 | (2) | ||||||
| Shareholders' equity as of June 30, 2017 |
46,869,287 | 6,053 117,173 1,195,903 | (619) | 559,420 | 28,224 | 1,900,101 | 122,913 | 2,023,014 |
CONSOLIDATED STATEMENT OF CASH FLOWS
| 06/30/2017 | 12/31/2016 | 06/30/2016 | |
|---|---|---|---|
| (in thousands of euros) | |||
| Total consolidated net income from continuing operations | 147,038 | 227,377 | 114,626 |
| Net income from discontinued operations | |||
| Adjustments: | |||
| Elimination of income of joint ventures | (1,849) | (6,798) | (2,429) |
| Elimination of depreciation and provisions | 58,172 | 110,951 | 51,864 |
| Elimination of profit and loss from disposals and dilution | 282 | (3,820) | (345) |
| Elimination of dividend earnings | (258) | (272) | (259) |
| Other income and expenditure with no impact on cash and cash | (14,143) | (1,286) | 1,160 |
| equivalents(1) | |||
| Cash flow after cost of net financial debt and tax | |||
| 189,242 | 326,153 | 164,617 | |
| Elimination of tax expenses | 40,845 | 64,320 | 37,725 |
| Elimination of cost of net financial debt | 7,690 | 13,173 | 6,042 |
| Cash flow before cost of net financial debt and tax | |||
| 237,777 | 403,646 | 208,384 | |
| Impact of change in working capital(*) | (67,800) | (18,288) | 18,488 |
| Tax paid | (51,703) | (74,033) | (39,351) |
| Cash flow related to operations | 118,274 | 311,325 | 187,522 |
| Impact of changes to consolidation scope (cash acquired – cash disposed) | 57,724 | 833 | 1,457 |
| Acquisition of financial assets: Rubis Énergie division(2) | (285,767) | (16,131) | (15,928) |
| Acquisition of financial assets: Rubis Terminal division(2) | (17,614) | ||
| Disposal of financial assets: Rubis Support and Services division(3) | 1,306 | ||
| Disposal of financial assets: Rubis Énergie division | 15,783 | ||
| Acquisition of property, plant and equipment and intangible assets | (80,290) | (162,545) | (75,890) |
| Change in loans and advances granted | 19,469 | (6,079) | (3,419) |
| Disposal of property, plant and equipment and intangible assets | 1,468 | 2,800 | 972 |
| (Acquisition)/disposal of other financial assets | (71) | (203) | |
| Dividends received | 258 | 272 | 241 |
| Other cash flow from investment operations | |||
| Cash flow related to investment activities | (303,518) | (165,270) | (92,567) |
(1) Including change in fair value of financial instruments, goodwill (impairment, badwill), etc.
(2) The impact of changes in the scope of consolidation is described in note 3 to the interim consolidated financial statements.
(3) Disposal of a bitumen services company.
CONSOLIDATED STATEMENT OF CASH FLOWS
| Continued | Note 06/30/2017 | 12/31/2016 06/30/2016 | ||
|---|---|---|---|---|
| (in thousands of euros) | ||||
| Capital increase | 12 | 114,118 | 127,967 | 104,320 |
| (Acquisition)/disposal of treasury shares | 469 | 2 | (119) | |
| Borrowings issued | 380,333 | 237,175 | 104,339 | |
| Borrowings repaid | (173,124) | (291,631) | (158,385) | |
| Net interest paid | (7,217) | (13,272) | (6,249) | |
| Dividends payable | (103,705) | (124,900) | (97,302) | |
| Dividends payable to non-controlling interests | (8,704) | (11,040) | (9,605) | |
| Acquisition of financial assets: Rubis Énergie Africa division | (38,256) | (38,256) | ||
| Disposal of financial assets: Rubis Énergie Africa division | 12,392 | 12,392 | ||
| Other cash flow from investment operations | (2) | (585) | ||
| Cash flows related to financing activities | 202,168 | (102,147) | (88,865) | |
| Impact of exchange rate changes | (19,769) | 3,289 | (13,316) | |
| Impact of change in accounting principles | ||||
| Change in cash and cash equivalents | (2,845) | 47,196 | (7,226) | |
| CASH AND CASH EQUIVALENTS FROM CONTINUING | ||||
| OPERATIONS | ||||
| Opening cash and cash equivalents(4) | 833,652 | 786,456 | 786,456 | |
| Change in cash and cash equivalents | (2,845) | 47,196 | (7,226) | |
| Closing cash and cash equivalents(4) | 830,807 | 833,652 | 779,230 | |
| Financial liabilities | 14.1 | (1,320,234) | (1,061,338) | (1,061,433) |
| Cash and cash equivalents net of financial debt | 14.2 | (489,427) | (227,686) | (282,203) |
| (4) Cash and cash equivalents net of bank overdrafts. |
(*) Breakdown of the impact of change in working capital:
| Impact of change in inventories and work in progress | 4,446 |
|---|---|
| Impact of change in trade and other receivables | (34,293) |
| Impact of change in trade and other payables | (37,953) |
| Impact of change in working capital | (67,800) |
NOTES TO THE 2017 HALF-YEAR CONSOLIDATED FINANCIAL STATEMENTS
1. ACCOUNTING POLICIES
The Group's financial statements for the six months to June 30, 2017 were finalized by the Board of Management on September 6, 2017, and approved by the Supervisory Board on September 7, 2017.
The condensed consolidated financial statements for the first half of 2017 of Rubis and its subsidiaries (the Group) were prepared in accordance with IAS 34 "Interim Financial Reporting." The condensed financial statements do not include all the information required under IFRS, and should be read in conjunction with the Group's consolidated annual financial statements published for the year ended December 31, 2016. With the exception of specific provisions of IAS 34, the accounting policies applied in the preparation of the interim consolidated financial statements for the six months to June 30, 2017 are consistent with those applied for the annual consolidated financial statements for the year ended December 31, 2016 and described in note 2 and the subsequent notes to the consolidated financial statements provided in the 2016 Registration Document.
The main areas of judgment and estimates used in the preparation of the half-yearly condensed financial statements are identical to those described in note 2 to the 2016 consolidated financial statements.
The Group experiences seasonal changes in its business activities that can, from one six-month period to another, affect the level of revenue and operating income. As such, half-year results are not necessarily indicative of what may be expected for the full year in 2017.
Standards, interpretations and amendments applicable in advance
The Group has not early adopted the standards, interpretations and amendments not yet adopted by the European Union (unless mentioned below).
| Date of mandatory | ||
|---|---|---|
| Standard/Interpretation | application subject to adoption by the EU |
|
| Amendments to IAS 7 | Disclosures on financing activities | January 1, 2017 |
| Amendments to IAS 12 | Recognition of deferred tax assets for unrealized losses |
January 1, 2017 |
| Annual improvements | Annual IFRS improvements, cycle 2014-2016. Standard concerned: IFRS 12 |
January 1, 2017 |
| IFRS ͻ DzFinancial Instrumentsdz | New standard concerning the recognition and measurement of financial instruments |
January 1, 2018* |
| IFRS ͳͷ DzRevenue from Contracts with Customersdz |
New standard concerning revenue recognition | January 1, 2018* |
| Amendments to IFRS 15 | Clarifications | January 1, 2018 |
| IFRS ͳ DzLeasesdz | New standards concerning the recognition of leases | January 1, 2019 |
| Amendments to IFRS 2 | Classification and measurement of share-based payment transactions |
January 1, 2018 |
| Amendments to IFRS 4 | Interactions between IFRS 4 and IFRS 9 | January 1, 2018 |
| Annual improvements | Annual IFRS improvements, cycle 2014-2016. Standards concerned: IFRS 1 and IAS 28. |
January 1, 2018 |
| IFRIC ʹʹ DzForeign Currency Transactions and Advance Considerationdz |
Foreign currency transactions and non-refundable advances paid or received |
January 1, 2018 |
| IFRIC ʹ͵ DzUncertainty over Income Tax Treatmentsdz |
Clarifications regarding the accounting for contingencies in respect of income taxes |
January 1, 2019 |
* Standards adopted by the European Union in 2016.
The Group has not opted for the early adoption of IFRS ͳ, DzLeasesdz, applicable to fiscal years beginning on or after January 1, 2019. The Group has nevertheless continued its preparatory work. Analysis of the accounting treatment of leases began in June 2017. At the same time, the Group is in the process of choosing the information system necessary for the collection of contractual data, the calculation of adjustments and the identification of information to be disclosed in the notes.
Work on IFRS ͳͷ DzRevenue from Contracts with Customersdz is ongoing. To date, no major impact has been identified.
Lastly, in late September 2017, the Group held a training session for employees tasked with the local deployment of these standards.
2. SCOPE OF CONSOLIDATION AS OF JUNE 30, 2017
The consolidated financial statements for the six months ended June 30, 2017 include the Rubis financial statements and those of its subsidiaries listed in the table below.
| Name | Registered office | 06/30/2017 % Control |
12/31/2016 % Control |
06/30/2017 % Interest |
12/31/2016 % Interest |
Consolidation method |
|---|---|---|---|---|---|---|
| Rubis | 105, av. Raymond Poincaré 75116 Paris |
Parent | Parent | Parent | Parent | |
| Coparef | SIREN: 784 393 530 105, av. Raymond Poincaré 75116 Paris |
100.00% | 100.00% | 100.00% | 100.00% | FC |
| Rubis Terminal | SIREN: 309 265 965 33, av. de Wagram 75017 Paris |
99.44% | 99.44% | 99.44% | 99.44% | FC |
| CPA | SIREN: 775 686 405 33, av. de Wagram 75017 Paris |
100.00% | 100.00% | 99.44% | 99.44% | FC |
| Stockbrest | SIREN: 789 034 915 Z.I. Portuaire St Marc 29200 Brest SIREN: 394 942 940 |
100.00% | 100.00% | 99.44% | 99.44% | FC |
| Société du Dépôt de St Priest |
16, rue des Pétroles 69800 Saint Priest SIREN: 399 087 220 |
100.00% | 100.00% | 99.44% | 99.44% | FC |
| Société des Pipelines de Strasbourg |
33, av. de Wagram 75017 Paris SIREN: 648 501 260 |
62.50% | 62.50% | 32.60% | 32.60% | FC |
| Société Européenne de Stockage |
28, rue de Rouen 67000 Strasbourg-Robertsau SIREN: 304 575 194 |
52.45% | 52.45% | 52.16% | 52.16% | FC |
| Dépôt Pétrolier de La Corse |
33, av. de Wagram 75017 Paris SIREN: 652 050 659 |
53.50% | 53.50% | 53.23% | 53.23% | FC |
| Wagram Terminal | 33, av. de Wagram 75017 Paris SIREN: 509 398 749 |
77.09% | 77.09% | 76.66% | 76.66% | FC |
| Rubis Terminal BV | Welplaatweg 26 3197 KS Botlek-Rotterdam The Netherlands |
100.00% | 100.00% | 99.44% | 99.44% | FC |
| ITC Rubis Terminal Antwerp |
Blikken, Haven 1662 B-9130 Beveren (Doel), Belgium |
50.00% | 50.00% | 49.72% | 49.72% | JV (EM) |
| Rubis Tankmed BV (formerly Rubis Med Energy BV) |
Prins Bernhardplein 200 1097 JB Amsterdam, The Netherlands |
100.00% | 50.00% | 99.44% | 49.72% | FC |
| Rubis Terminal Petrol Ticaret ve Sanayi A.Ş. (formerly Delta Rubis Petrol) |
Büyükdere Caddesi N°127 Astoria Kuleleri A Block Kat : 26-27, 34394 Esentepe Istanbul, Turkey |
100.00% | 50.00% | 99.44% | 49.72% | FC |
| Rubis Énergie | Tour Franklin 100, Terrasse Boieldieu 92800 Puteaux SIREN: 552 048 811 |
100.00% | 100.00% | 100.00% | 100.00% | FC |
| Vitogaz France | Tour Franklin 100,T Boieldieu 92800 Puteaux SIREN: 323 069 112 |
100.00% | 100.00% | 100.00% | 100.00% | FC |
| Sicogaz | Tour Franklin 100, Terrasse Boieldieu 92800 Puteaux SIREN: 672 026 523 |
100.00% | 100.00% | 100.00% | 100.00% | FC |
| Sigalnor | Route du Hoc ͲͲ Gonfreville l'Orcher SIREN: 353 646 250 |
35.00% | 35.00% | 35.00% | 35.00% | JO |
| Name | Registered office | 06/30/2017 % Control |
12/31/2016 % Control |
06/30/2017 % Interest |
12/31/2016 % Interest |
Consolidation method |
|---|---|---|---|---|---|---|
| Starogaz | Tour Franklin 100, Terrasse Boieldieu 92800 Puteaux SIREN: 418 358 388 |
100.00% | 100.00% | 100.00% | 100.00% | FC |
| Norgal | Route de la Chimie ͲͲ Gonfreville l'Orcher SIREN: 777 344 623 |
20.94% | 20.94% | 20.94% | 20.94% | JO |
| Frangaz | Tour Franklin 100, Terrasse Boieldieu 92800 Puteaux SIREN: 491 422 127 |
100.00% | 100.00% | 100.00% | 100.00% | FC |
| ViTO Corse | Tour Franklin 100, Terrasse Boieldieu 92800 Puteaux SIREN: 518 094 784 |
100.00% | 100.00% | 100.00% | 100.00% | FC |
| Rubis Restauration et Services |
Tour Franklin 100, Terrasse Boieldieu 92800 Puteaux SIREN: 793 835 430 |
100.00% | 100.00% | 100.00% | 100.00% | FC |
| Vitogaz Switzerland | A Bugeon CH – 2087 Cornaux, Switzerland |
100.00% | 100.00% | 100.00% | 100.00% | FC |
| Propagaz | Bremblens (VD) Switzerland |
100.00% | 100.00% | 100.00% | 100.00% | FC |
| Rubis Energia Portugal | Lagoas Park Edificio 11, Piso 1, 2740 270 Porto Salvo Oeiras Portugal |
100.00% | 100.00% | 100.00% | 100.00% | FC |
| Rubis II Distribuição Portugal S.A. |
Lagoas Park Edificio 11, Piso 1, 2740 270 Porto Salvo Oeiras Portugal |
100.00% | 100.00% | 100.00% | 100.00% | FC |
| Sodigas | Lagoas Park Edificio 11, Piso 1, 2740 270 Porto Salvo Oeiras Portugal |
100.00% | 100.00% | 100.00% | 100.00% | FC |
| Vitogas España | Avda. Baix Llobregat 1-3, 2A Poligono Industrial Màs Blau II 08820 El Prat de Llobregat Barcelona, Spain |
100.00% | 100.00% | 100.00% | 100.00% | FC |
| Fuel Supplies Channel Islands Ltd |
PO Box 85 Bulwer Avenue, St Sampson Guernsey GY1 3EB Channel Islands |
100.00% | 100.00% | 100.00% | 100.00% | FC |
| La Collette Terminal Ltd La Collette, Saint Helier Jersey JE1 0FS Channel Islands |
100.00% | 100.00% | 100.00% | 100.00% | FC | |
| St Sampson Terminal Ltd |
Bulwer Avenue, St Sampson Guernsey GY1 3EB Channel Islands |
100.00% | 100.00% | 100.00% | 100.00% | FC |
| Vitogaz Maroc | Immeuble n°7 Ghandi Mall Boulevard Ghandi 20380 Casablanca, Morocco |
100.00% | 100.00% | 100.00% | 100.00% | FC |
| Lasfargaz | Immeuble n°7 Ghandi Mall Boulevard Ghandi 20380 Casablanca, Morocco |
82.89% | 82.89% | 82.89% | 82.89% | FC |
| Kelsey Gas Ltd | c/o Interface International Ltd 9th Floor Standard Chartered Tower, 19 Cybercity Ebene Republic of Mauritius |
100.00% | 100.00% | 100.00% | 100.00% | FC |
| Name | Registered office | 06/30/2017 % Control |
12/31/2016 % Control |
06/30/2017 % Interest |
12/31/2016 % Interest |
Consolidation method |
|---|---|---|---|---|---|---|
| Vitogaz Madagascar | 122, rue Rainandriamampandry Faravohitra - BP 3984 |
100.00% | 100.00% | 100.00% | 100.00% | FC |
| Eccleston Co. Ltd | Antananarivo 101, Madagascar c/o Interface International Ltd 9th Floor Standard Chartered Tower, 19 Cybercity Ebene Republic of Mauritius |
100.00% | 100.00% | 100.00% | 100.00% | FC |
| Vitogaz Comores | Voidjou BP 2562 Moroni Union of the Comoros Islands |
100.00% | 100.00% | 100.00% | 100.00% | FC |
| Gazel | 122, rue Rainandriamampandry Faravohitra BP 3984 – Antananarivo 101 Madagascar |
49.00% | 49.00% | 49.00% | 49.00% | FC |
| Rubis Antilles Guyana |
Tour Franklin 100, Terrasse Boieldieu 92800 Puteaux SIREN: 542 095 591 |
100.00% | 100.00% | 100.00% | 100.00% | FC |
| Société Industrielle de Gaz et de Lubrifiants |
Voie principale ZI de Jarry 97122 Baie – Mahaut Guadeloupe SIREN: 344 959 937 |
100.00% | 100.00% | 100.00% | 100.00% | FC |
| Stocabu | L'avenir du Morne Caruel Route des Abymes 97139 Abymes Guadeloupe |
50.00% | 50.00% | 50.00% | 50.00% | JO |
| Société Anonyme de la Raffinerie des Antilles |
SIREN: 388 112 054 California 97232 Lamentin Martinique SIREN: 692 014 962 |
71.00% | 71.00% | 71.00% | 71.00% | FC |
| Société Antillaise des Pétroles Rubis |
Tour Franklin 100, Terrasse Boieldieu 92800 Puteaux SIREN: 303 159 875 |
100.00% | 100.00% | 100.00% | 100.00% | FC |
| Rubis Guyane Française Tour Franklin | 100, Terrasse Boieldieu 92800 Puteaux SIREN: 351 571 526 |
100.00% | 100.00% | 100.00% | 100.00% | FC |
| Rubis Caraïbes Françaises |
Tour Franklin 100, Terrasse Boieldieu 92800 Puteaux SIREN: 428 742 498 |
100.00% | 100.00% | 100.00% | 100.00% | FC |
| Société Réunionnaise de Produits Pétroliers |
Tour Franklin 100, Terrasse Boieldieu 92800 Puteaux SIREN: 310 837 190 |
100.00% | 100.00% | 100.00% | 100.00% | FC |
| Rubis Energy Bermuda Ltd |
ʹ, Ferry Road, Saint George's GE 01, Bermuda |
100.00% | 100.00% | 100.00% | 100.00% | FC |
| Rubis Eastern Caribbean SRL |
One Rubis Plaza Welches St James BB 23027 Barbados |
100.00% | 100.00% | 100.00% | 100.00% | FC |
| Rubis Caribbean Holdings Inc. |
One Rubis Plaza Welches St James BB 23027 Barbados |
100.00% | 100.00% | 100.00% | 100.00% | FC |
| Rubis West Indies Ltd | One Rubis Plaza Welches St James BB 23027 Barbados |
100.00% | 100.00% | 100.00% | 100.00% | FC |
| 06/30/2017 | 12/31/2016 | 06/30/2017 | 12/31/2016 | Consolidation | ||
|---|---|---|---|---|---|---|
| Name | Registered office | % Control | % Control | % Interest | % Interest | method |
| Rubis Guyana Inc. | Ramsburg, Providence East Bank, Demerara, |
100.00% | 100.00% | 100.00% | 100.00% | FC |
| Rubis Bahamas Ltd | Guyana H&J Corporate Services |
100.00% | 100.00% | 100.00% | 100.00% | FC |
| Ocean center, Montague Foreshore, East Bay Street PO Box SS 19084 Nassau The Bahamas |
||||||
| Rubis Cayman Islands | H&J Corporate Services | 100.00% | 100.00% | 100.00% | 100.00% | FC |
| Ltd | Cayman Limited Willow House 2nd Floor Cricket Square Grand Cayman KY1-1103, Cayman Islands |
|||||
| Rubis Turks & Caicos Ltd |
Caribbean Management Services Ltd c/o Misick & Stanbrook PO Box 127, Richmond House Annex, Leeward Highway, Providentiales, Turks and Caicos Islands |
100.00% | 100.00% | 100.00% | 100.00% | FC |
| Rubis Energy Jamaica Ltd |
236 Windward Road Rockfort, Kingston 2 Jamaica |
100.00% | 100.00% | 100.00% | 100.00% | FC |
| Easigas (Pty) Ltd | Gate 5, Hibiscus Road Alrode 1451 Gauteng South Africa |
60.00% | 60.00% | 60.00% | 60.00% | FC |
| Easigas Botswana (Pty) Ltd |
Acumen Park, Plot 50370, Fairground Office Park, PO Box 1157, Gaborone Botswana |
60.00% | 60.00% | 60.00% | 60.00% | FC |
| Easigas Swaziland (Pty) Ltd |
PO Box 24 Mbabane H100 Swaziland 7441 |
60.00% | 60.00% | 60.00% | 60.00% | FC |
| Easigas Lesotho (Pty) Ltd |
2nd Floor, Metropolitan Life Building Kingsway PO Box 1176 Maseru Lesotho |
60.00% | 60.00% | 60.00% | 60.00% | FC |
| European Railroad Established Services |
Schaliënstraat 5 2000 Antwerpen, Belgium |
100.00% | 100.00% | 100.00% | 100.00% | FC |
| Maritec NV | Schaliënstraat 5 2000 Antwerpen, Belgium |
100.00% | 100.00% | 100.00% | 100.00% | FC |
| De Rode Beuk NV | Schaliënstraat 5 2000 Antwerpen, Belgium |
100.00% | 100.00% | FC | ||
| Ringardas Nigeria Ltd | 49 Mamman Nasir Street Asokoro Abuja, Nigeria |
100.00% | 100.00% | 100.00% | 100.00% | FC |
| Marbach Global Company Ltd |
49 Mamman Nasir Street Asokoro Abuja, Nigeria |
100.00% | 100.00% | 100.00% | 100.00% | FC |
| Zimrich Trading Company Nigeria Ltd |
49 Mamman Nasir Street Asokoro Abuja, Nigeria |
100.00% | 100.00% | 100.00% | 100.00% | FC |
| Startac Global Forwarding Ltd |
49 Mamman Nasir Street Asokoro Abuja, Nigeria |
100.00% | 100.00% | 100.00% | 100.00% | FC |
| European Rail Road Established Services (Senegal) SA |
Zone des Hydrocarbures Port Autonome de Dakar Mole 8, BP 844, |
100.00% | 100.00% | 100.00% | 100.00% | FC |
| Name | Registered office | 06/30/2017 % Control |
12/31/2016 % Control |
06/30/2017 % Interest |
12/31/2016 % Interest |
Consolidation method |
|---|---|---|---|---|---|---|
| Dakar, Senegal | ||||||
| European Rail Road Established Services Togo SA |
Zone Industrielle du Port Autonome de Lomé Route C4 – BP 9124, |
100.00% | 100.00% | 100.00% | 100.00% | FC |
| REC Bitumen SRL | Lomé, Togo One Rubis Plaza Welches St James BB 23027, Barbados |
100.00% | 100.00% | 100.00% | 100.00% | FC |
| Dora Mar NV | Dianastraat 4 | 100.00% | 100.00% | FC | ||
| (liquidated) | Curacao, Dutch West Indies | |||||
| Briska Shipping NV (liquidated) |
Van Engelenweg 23 Curacao, Dutch West Indies |
100.00% | 100.00% | FC | ||
| Pickett Shipping Corp. | Via España n°122 Torre Delta Piso 14 Apartado 0823-05658 Panama Republic of Panama |
100.00% | 100.00% | 100.00% | 100.00% | FC |
| Blue Round Shipping Corp. |
Via España n°122 Torre Delta Piso 14 Apartado 0823-05658 Panama Republic of Panama |
100.00% | 100.00% | 100.00% | 100.00% | FC |
| Saunscape International Inc. |
Via España n°122 Torre Delta Piso 14 Apartado 0823-05658 Panama |
100.00% | 100.00% | 100.00% | 100.00% | FC |
| Maroni Shipping SA | Republic of Panama Via España n°122 Torre Delta Piso 14 Apartado 0823-05658 Panama Republic of Panama |
100.00% | 100.00% | 100.00% | 100.00% | FC |
| Biskra Shipping SA | Via España n°122 Torre Delta Piso 14 Apartado 0823-05658 Panama Republic of Panama |
100.00% | 100.00% | 100.00% | 100.00% | FC |
| Woodbar CO Ltd | c/o Interface International Ltd 9th Floor Standard Chartered Tower, 19 Cybercity Ebene Republic of Mauritius |
85.00% | 85.00% | 85.00% | 85.00% | FC |
| Rubis Énergie Djibouti | Avenue Georges Pompidou BP 153, Djibouti Republic of Djibouti |
85.00% | 85.00% | 85.00% | 85.00% | FC |
| Sinders Limited | 2, Ferry Road Saint Georges's GE Ͳͳ, Bermuda |
100.00% | 100.00% | 100.00% | 100.00% | FC |
| Bermuda Gas & Utility Limited |
2, Ferry Road Saint Georges's GE Ͳͳ Bermuda |
100.00% | 100.00% | 100.00% | 100.00% | FC |
| Distributeurs Nationaux SA (Dinasa) |
2 rue Jean Gilles Route de l'Aéroport Delmas, Port au Prince, Haiti |
100.00% | 100.00% | FC | ||
| Caribbean Diversified Investments Ltd |
H&J Corporate Services Cayman Limited Willow House 2nd Floor Cricket Square Grand Cayman KY1-1103, Cayman Islands |
100.00% | 100.00% | FC |
| Name | Registered office | 06/30/2017 % Control |
12/31/2016 % Control |
06/30/2017 % Interest |
12/31/2016 % Interest |
Consolidation method |
|---|---|---|---|---|---|---|
| Chevron Haiti Inc. | c/o Coverdale Trust Services | 100.00% | 100.00% | FC | ||
| Limited | ||||||
| 30 De Castro Street | ||||||
| Simmonds Building | ||||||
| PO Box 861 | ||||||
| Road Town Tortola, VG 1110 | ||||||
| British Virgin Islands | ||||||
| Société de Distribution | 2 rue Jean Gilles | 100.00% | 100.00% | FC | ||
| de Gaz | Route de l'Aéroport Delmas, | |||||
| Port au Prince, Haiti | ||||||
| Rubis Biofuel Jamaica | 236 Windward Road | 100.00% | 100.00% | FC | ||
| Ltd | Rockfort, Kingston 2 in the | |||||
| Parish of Kingston, Jamaica | ||||||
| Key FC: full consolidation |
JO: joint operation JV: joint venture (equity method) EM: equity method
Rubis Antilles Guyane holds a minority stake in 5 EIGs located in the French Antilles; these companies' accounts, which are not significant, are not consolidated.
Likewise, Rubis Energia Portugal held non-material and unconsolidated equity investments in 2017.
3. CHANGES IN THE SCOPE OF CONSOLIDATION
3.1. ACQUISITION OF THE LEADER IN THE DISTRIBUTION OF PETROLEUM PRODUCTS IN HAITI
In February 2017, Rubis signed an agreement to purchase all of the stock of Dinasa and its subsidiary Sodigaz, the leading distributors of petroleum products in Haiti.
With 600,000 m3 distributed, Dinasa operates the country's leading network of gas stations (125 units), trading under the National brand. It has operations in all segments of the petroleum products supply market, with leading positions in aviation fuel, LPG, commercial heating oil and lubricants. It has a strategic and autonomous import logistics tool (storage, maritime access).
The new subsidiaries have made a positive contribution to Group earnings since May 1, 2017, when they were fully consolidated.
The fair values of the main items of net assets acquired are summarized below:
| Contribution as of the date of inclusion in the scope | (in thousands of euros) |
|---|---|
| Goodwill | 240,965 |
| Fixed assets | 27,459 |
| Inventories | 22,257 |
| Trade and other receivables | 28,015 |
| Cash and cash equivalents | 12,555 |
| Provisions for dismantling and clean-up | 7,509 |
| Trade and other payables | 37,621 |
The fair value of the assets acquired and liabilities assumed is subject to change in the 12 months following the acquisition (May 1, 2017).
3.2. ACQUISITION OF THE RESIDUAL 50% OF THE STOCK IN DELTA RUBIS PETROL
Under an agreement signed in early January 2017, Rubis purchased 50% of the shares of Delta Rubis Petrol from its partners, to own 100% of the share capital.
The company now trades as Rubis Terminal Petrol.
The final acquisition of the stock was subject to the approval of the local competition authority, which was obtained in February 2017.
The control of the share capital gives Rubis the full managerial independence necessary to redeploy the facilities, including the construction of an additional 120,000 m3, intended to optimize the use of the capacity to receive vessels on the new jetty.
The company has been fully consolidated since January 1, 2017. Previously, the Group treated the interest as a joint venture within the meaning of IFRS.
This change in scope (increase in the percentage interest having an impact on the consolidation method) was carried out in accordance with IFRS. First, the legacy interest of 50% was removed from the scope of consolidation as if it had been sold to a third party. Second, the entity was Dzreconsolidateddz in full ሺbefore calculation of non-controlling interests), as if the Group had purchased all of its shares in the second transaction.
This change in change in scope generated a gain of €ͳͶ million, recognized in other operating income and expenses.
Given that the acquisition was only made recently, the fair value of the assets acquired and liabilities assumed had not been entirely finalized at the end of the half-year. This gain is therefore subject to change until the purchase price allocation has been finalized.
4. SUMMARY SEGMENT INFORMATION
In accordance with IFRS ͺ, operating segments are those examined by the Group's main operational decision-makers (the Managers).
Information by business segment
| Rubis | Rubis | Rubis | Parent | Total | |
|---|---|---|---|---|---|
| 06/30/2017 | Terminal | Énergie | Support and | company | |
| (in thousands of euros) | Services | ||||
| Sales revenue | 170,782 | 1,270,470 | 374,103 | 1,815,355 | |
| EBITDA | 47,870 | 153,381 | 48,208 | (11,347) | 238,112 |
| EBIT | 31,202 | 126,191 | 30,604 | (11,466) | 176,531 |
| Operating income after profit/loss from joint ventures |
46,068 | 127,126 | 30,921 | (11,465) | 192,650 |
| Net income | 36,943 | 95,647 | 25,484 | (11,036) | 147,038 |
| Capital expenditure | 27,451 | 43,836 | 8,934 | 69 | 80,290 |
| Rubis | Rubis | Rubis | Parent | Total | |
|---|---|---|---|---|---|
| 06/30/2016 | Terminal | Énergie | Support and | company | |
| (in thousands of euros) | Services | ||||
| Sales revenue | 142,454 | 1,042,638 | 268,306 | 1,453,398 | |
| EBITDA | 34,406 | 140,109 | 46,435 | (8,395) | 212,555 |
| EBIT | 23,893 | 111,572 | 32,898 | (8,457) | 159,906 |
| Operating income after profit/loss from joint ventures |
24,836 | 111,208 | 32,898 | (8,457) | 160,485 |
| Net income | 15,234 | 79,742 | 27,911 | (8,261) | 114,626 |
| Capital expenditure | 34,043 | 27,314 | 14,486 | 47 | 75,890 |
Information by geographic zone
| 06/30/2017 | Europe | Caribbean | Africa | Total |
|---|---|---|---|---|
| (in thousands of euros) | ||||
| Sales revenue | 447,544 | 1,062,588 | 305,223 | 1,815,355 |
| EBITDA | 86,386 | 98,235 | 53,491 | 238,112 |
| EBIT | 57,497 | 71,847 | 47,187 | 176,531 |
| Operating income after profit/loss from joint ventures |
71,996 | 73,165 | 47,489 | 192,650 |
| Capital expenditure | 43,368 | 27,939 | 8,983 | 80,290 |
| 06/30/2016 | Europe | Caribbean | Africa | Total |
| (in thousands of euros) | ||||
| Sales revenue | 398,048 | 813,058 | 242,292 | 1,453,398 |
| EBITDA | 81,161 | 88,180 | 43,214 | 212,555 |
| EBIT | 58,467 | 65,995 | 35,444 | 159,906 |
| Operating income after profit/loss from joint ventures |
59,384 | 65,511 | 35,590 | 160,485 |
| Capital expenditure | 47,177 | 22,976 | 5,737 | 75,890 |
5. NON-CONTROLLING INTERESTS
Sara
Since June 1, 2015, the Group has consolidated the 71%-owned Sara using the full consolidation method; the 29% non-controlling interests are held by Sol Petroleum Antilles SAS.
Easigas entities
The Group has consolidated the Easigas entities using the full consolidation method, with a Group ownership rate of 60%, since January 1, 2016.
Rubis Énergie Djibouti
On October 1, 2015, the Group acquired the assets of Total in Djibouti, with a 15% noncontrolling interest. The corresponding non-controlling interests are not material.
5.1. CONDENSED FINANCIAL INFORMATION – SUBSIDIARY WITH NON-CONTROLLING INTERESTS: SARA
The amounts presented below are before the elimination of intercompany transactions and accounts:
| (in thousands of euros) | 06/30/2017 | 12/31/2016 |
|---|---|---|
| Fixed assets | 126,855 | 128,879 |
| Net financial debt (cash and cash equivalents – liabilities) | 53,265 | 49,261 |
| Current liabilities (including loans due in less than 1 year and short-term bank borrowings) | 126,693 | 102,769 |
| (in thousands of euros) | 06/30/2017 | 06/30/2016 |
|---|---|---|
| Net revenue | 374,457 | 313,786 |
| Total Net income | 9,022 | 9,745 |
| Group share | 6,010 | 6,595 |
| Share attributable to non-controlling interests | 3,012 | 3,150 |
| Other comprehensive income | 976 | (346) |
| Group share | 693 | (246) |
| Share attributable to non-controlling interests | 283 | (100) |
| Comprehensive income for the period | 9,998 | 9,399 |
| Group share | 6,703 | 6,349 |
| Share attributable to non-controlling interests | 3,295 | 3,050 |
| Dividends paid to non-controlling interests | 6,061 | 4,154 |
| Cash flow related to operations | 34,282 | 41,098 |
| Cash flow related to investment activities | (9,186) | (9,779) |
| Cash flows related to financing activities | (25,797) | (53,442) |
| Change in cash and cash equivalents | (701) | (22,123) |
5.2. CONDENSED FINANCIAL INFORMATION – SUBSIDIARY WITH NON-CONTROLLING INTERESTS: EASIGAS SA AND ITS SUBSIDIARIES
The amounts presented below are before the elimination of intercompany transactions and accounts:
| (in thousands of euros) | 06/30/2017 | 12/31/2016 |
|---|---|---|
| Fixed assets | 57,797 | 56,130 |
| Net financial debt (cash and cash equivalents – liabilities) | (2,258) | 1,638 |
| Current liabilities (including loans due in less than 1 year and short-term bank borrowings) | 14,598 | 12,010 |
| (in thousands of euros) | 06/30/2017 | 06/30/2016 |
|---|---|---|
| Net revenue | 65,501 | 51,596 |
| Total Net income | 5,195 | 5,103 |
| Group share | 2,986 | 2,959 |
| Share attributable to non-controlling interests | 2,209 | 2,144 |
| Other comprehensive income | (3) | (2) |
| Group share | (2) | (1) |
| Share attributable to non-controlling interests | (1) | (1) |
| Comprehensive income for the period | 5,192 | 5,101 |
| Group share | 2,984 | 2,958 |
| Share attributable to non-controlling interests | 2,208 | 2,143 |
| Dividends paid to non-controlling interests | 2,457 | |
| Cash flow related to operations | 6,336 | 6,401 |
| Cash flow related to investment activities | (5,435) | (2,666) |
| Cash flows related to financing activities | (4,583) | (3,517) |
| Impact of exchange rate changes | (925) | 1,218 |
| Change in cash and cash equivalents | (4,607) | 1,436 |
6. INTERESTS IN JOINT OPERATIONS
Group interests in joint operations refer only to Rubis Énergie and involve all of its business lines. These entities were not material as of June 30, 2017.
7. INTERESTS IN JOINT VENTURES
Following the acquisition of Turkish storage operations ሺsee note ͵.ʹ DzChanges in the scope of consolidationdzሻ, the Group has only one joint venture within the meaning of IFRS.
CONDENSED FINANCIAL INFORMATION – ITC RUBIS TERMINAL ANTWERP JOINT VENTURE
The figures below were prepared in accordance with IFRS at 100%.
| Company statement of financial position | 06/30/2017 | 12/31/2016 |
|---|---|---|
| (in thousands of euros) | ||
| Current assets | 4,214 | 3,248 |
| Non-current assets | 212,541 | 202,476 |
| TOTAL ASSETS | 216,755 | 205,724 |
| Current liabilities | 141,282 | 133,955 |
| Non-current liabilities | 2,801 | 2,800 |
| TOTAL LIABILITIES | 144,083 | 136,755 |
Current liabilities mainly include current account financing by the 2 joint venturers.
The assets and liabilities of the joint venture specifically include the following:
| (in thousands of euros) | 06/30/2017 | 12/31/2016 |
|---|---|---|
| Cash and cash equivalents | 758 | 654 |
| Current financial liabilities (excl. trade payables and provisions) | 494 | 802 |
| Non-current financial liabilities (excl. trade payables and provisions) | 2,800 | 2,800 |
| (in thousands of euros) | 06/30/2017 | 06/30/2016 |
|---|---|---|
| Net revenue | 12,487 | 9,037 |
| Total Net income | 3,699 | 1,526 |
| Other comprehensive income | ||
| Comprehensive income for the period | 3,699 | 1,526 |
Net income for the period given above includes the following items:
| (in thousands of euros) | 06/30/2017 | 06/30/2016 |
|---|---|---|
| Depreciation expense | (2,767) | (2,111) |
| Interest income and expense | (308) | (257) |
| Income tax | (353) | (591) |
| (in thousands of euros) | 06/30/2017 | 12/31/2016 |
| Net assets in the joint venture | 72,672 | 68,969 |
| Rubis percentage held in the joint venture | 50% | 50% |
| Goodwill | ||
| Other adjustments | ||
| Net book value of the Group's interest in the joint venture | 36,336 | 34,485 |
The Group received no dividends in respect of the period from the ITC Rubis Terminal Antwerp joint venture.
8. GOODWILL AND INTANGIBLE ASSETS
8.1. GOODWILL
The net book value of goodwill and other intangible assets is reviewed at least once a year and when events or circumstances indicate that a loss of value may have occurred. An impairment loss is recorded when the recoverable value of the assets tested becomes permanently lower than their net book value.
| 12/31/201 | Changes in | Foreign | Impairment | 06/30/201 | |
|---|---|---|---|---|---|
| (in thousands of euros) | 6 | consolidatio | exchange | 7 | |
| n | differences | ||||
| Bulk liquid Storage business (Europe) | 57,446 | 57,446 | |||
| Petroleum products Distribution business (Europe) | 241,452 | (1,347) | 240,105 | ||
| Petroleum products Distribution business (Africa) | 165,580 | (1,934) | 163,646 | ||
| Petroleum products Distribution business (Caribbean) |
225,663 | 240,965 | (22,995) | 443,633 | |
| Support and Services (Caribbean) | 82,872 | (2,971) | 79,901 | ||
| Goodwill | 773,013 | 240,965 | (29,247) | 984,731 |
Changes in the scope of consolidation recognized during the period correspond to the acquisition of the Dinasa distribution operations in Haiti (the finalization of the fair value of assets acquired and liabilities assumed will be completed in the second half of 2017).
The material items are described in note 3, "Changes in the scope of consolidation".
8.2. INTANGIBLE ASSETS
| Gross value (in thousands of euros) |
12/31/2016 | Changes in consolidation |
Acquisitions | Decreases Reclassifications | Foreign exchange differences |
06/30/2017 | |
|---|---|---|---|---|---|---|---|
| Port lease rights (Rubis Terminal) |
2,319 | 2,319 | |||||
| Other concessions, patents and similar rights |
18,008 | 288 | 155 | (209) | (181) | (134) | 17,927 |
| Lease | 412 | 144 | 556 | ||||
| Other intangible assets | 23,435 | 295 | 78 | (103) | 184 | (199) | 23,690 |
| TOTAL | 44,174 | 583 | 377 | (312) | 3 | (333) | 44,492 |
| Depreciation (in thousands of euros) |
12/31/2016 | Changes in consolidation |
Increases | Decreases Reclassifications | Foreign exchange |
06/30/2017 | |
| differences | |||||||
| Other concessions, patents and similar rights |
(4,624) | (282) | (446) | 209 | 35 | (5,108) | |
| Other intangible assets | (16,645) | (190) | (738) | 103 | 20 | 62 | (17,388) |
| TOTAL | (21,269) | (472) | (1,184) | 312 | 20 | 97 | (22,496) |
Changes in the scope of consolidation correspond to the acquisition of the additional 50% of Rubis Terminal Petrol (formerly Delta Rubis Petrol).
9. PROPERTY, PLANT AND EQUIPMENT
| Gross value | 12/31/2016 | Change | Acquisitions | Decreases Reclassifications | Foreign | 06/30/2017 | |
|---|---|---|---|---|---|---|---|
| (in thousands of euros) | in scope | exchange differences |
|||||
| Other property, plant and equipment |
237,493 | 6,455 | 7,380 | (2,643) | 7,391 | (3,469) | 252,607 |
| Prepayments and down | |||||||
| payments on property, | 252 | 111 | 1,945 | (532) | 578 | (7) | 2,347 |
| plant and equipment | |||||||
| Assets in progress | 166,648 | 7,470 | 48,760 | (35,677) | (1,869) | 185,332 | |
| Machinery and | 1,745,301 | 262,052 | 12,989 | (6,882) | 10,340 | (42,867) | 1,980,933 |
| equipment and tools | |||||||
| Land and buildings | 612,535 | 110,514 | 3,589 | (901) | 16,509 | (12,713) | 729,533 |
| TOTAL | 2,762,229 | 386,602 | 74,663 | (10,958) | (859) | (60,925) | 3,150,752 |
| Depreciation | 12/31/2016 | Change | Increases | Decreases Reclassifications | Foreign | 06/30/2017 | |
| (in thousands of euros) | in scope | exchange differences |
|||||
| Other property, plant and equipment |
(119,601) | (5,179) | (6,628) | 2,528 | (4,107) | 1,524 | (131,463) |
| Facilities and equipment | (1,151,664) | (113,649) | (42,728) | 4,972 | 8,741 | 21,428 | (1,272,900) |
| Land and buildings | (298,624) | (31,291) | (9,975) | 826 | (3,832) | 2,888 | (340,008) |
| TOTAL | (1,569,889) | (150,119) | (59,331) | 8,326 | 802 | 25,840 | (1,744,371) |
| NET VALUE | 1,192,340 | 236,483 | 15,332 | (2,632) | (57) | (35,085) | 1,406,381 |
The main changes in scope are as follows:
- the acquisition of the additional 50% of Rubis Terminal Petrol (formerly Delta Rubis Petrol) for €͵Ͷͳ. million gross and €ͳ͵ʹ.ͳ million in accumulated depreciation;
- the acquisition of Dinasa's operations in Haiti for €Ͷ million gross and €ͳͺ.ͷ million in accumulated depreciation;
• the sale of De Rode Beuk for €ͳ.ʹ million gross and €Ͳ.ͷ million in accumulated depreciation.
10. OTHER FINANCIAL ASSETS AND OTHER CURRENT ASSETS
10.1. OTHER FINANCIAL ASSETS
"Other financial assets" as of June 30, 2017 include:
| Gross value (in thousands of euros) | 06/30/2017 | 12/31/2016 |
|---|---|---|
| Equity interests | 3,425 | 3,340 |
| Other receivables from investments | 12,953 | 51,066 |
| Long-term securities | 1,578 | 1,602 |
| Loans, deposits and guarantees | 8,254 | 37,968 |
| Total other financial assets | 26,210 | 93,976 |
| Impairment | (1,355) | (1,378) |
| Net value | 24,855 | 92,598 |
Investments in non-controlled entities correspond mainly to:
- shares of the EIG held by Rubis Antilles Guyane;
- non-controlling interests held by Rubis Energia Portugal in two entities in Portugal.
Other receivables from investments include the effects of earn-out clauses included in certain transactions undertaken by the Group as well as the non-current prepayments and down payments paid during external growth transactions. The change recognized during the period is attributable in the amount of €͵ͺ million to the purchase of the additional ͷͲ% of Rubis Terminal Petrol (formerly Rubis Delta Petrol), as described in note 3.2. It corresponds to the unwinding of receivables on the former joint venture partner.
The change in loans, deposits and guarantees paid corresponds essentially to the repayment of a deposit of US\$32.5 million established in 2014 as collateral for a bank loan in US dollars received by the Rubis Terminal Petrol entity while it was a joint venture. This funding was repaid and the guarantee was removed following the acquisition.
10.2. OTHER CURRENT ASSETS
"Other current assets" as of June 30, 2017 include:
| (in thousands of euros) | 06/30/2017 | 12/31/2016 |
|---|---|---|
| Other receivables from investments | ||
| Loans, deposits and guarantees | 12,922 | 2,010 |
| Gross current financial assets | 12,922 | 2,010 |
| Impairment | ||
| Net current financial assets | 12,922 | 2,010 |
| Fair value of financial instruments | 276 | 3,172 |
| Other receivables – advances and deposits | ||
| Prepaid expenses | 22,476 | 14,061 |
| Current assets | 22,752 | 17,233 |
| Total other current assets | 35,674 | 19,243 |
Loans, deposits and guarantees paid include advances and deposits paid for the acquisition of future investments.
11. EARNINGS PER SHARE
| Earnings per share(in thousands of euros) | 06/30/2017 | 06/30/2016 |
|---|---|---|
| Consolidated net income, Group share | 139,497 | 104,337 |
| Impact of stock options on income | 3 | 202 |
| Consolidated net income after recognition of the impact of stock options on income |
139,500 | 104,539 |
| Number of shares at the beginning of the period | 45,454,888 | 43,216,952 |
| Company savings plan | 10,726 | 6,553 |
| Equity line | ||
| Preferential subscription rights | 36,816 | 23,009 |
| Dividend in shares | ||
| Bonus shares | 437,893 | 229,909 |
| Average number of stock options | 151,686 | 450,496 |
| Average number of shares (including stock options) | 46,092,008 | 43,926,919 |
| Diluted earnings per share (in euros) | 3.03 | 2.38 |
| Undiluted earnings per share (in euros) | 3.07 | 2.41 |
12. SHAREHOLDERS' EQUITY
As of June 30, 2017, Rubis' share capital comprised 46,869,287 fully paid-up shares with a par value of €ʹ.ͷͲ each, i.e. a total amount of €ͳͳ,ͳ͵ thousand.
The various transactions impacting the share capital in the period are set out in the table below:
| Number of | Share capital | Share premium | |
|---|---|---|---|
| shares | (in thousands of | (in thousands of | |
| euros) | euros) | ||
| As of January 1, 2017 | 45,454,888 | 113,637 | 1,084,251 |
| Payment of the dividend in shares | 1,142,129 | 2,854 | 100,851 |
| Exercise of stock options | 177,445 | 444 | 6,030 |
| Bonus shares | 5,852 | 15 | (15) |
| Company savings plan | 88,973 | 222 | 5,241 |
| Equity line (Crédit Agricole CIB) | |||
| Capital increase | |||
| Capital increase expenses | (101) | ||
| Legal reserve allocation | (354) | ||
| As of June 30, 2017 | 46,869,287 | 117,173 | 1,195,903 |
As of June 30, 2017, Rubis held 6,053 treasury shares.
Reconciliation of the capital increase with the statement of cash flows
| Increase in the share capital | 3,536 |
|---|---|
| Increase in issue premiums | 111,652 |
| Reintegration of the allocation to the legal reserve | 354 |
| Change in receivables related to called but unpaid capital | (1,424) |
| Capital increase in the statement of cash flows | 114,118 |
13. STOCK OPTIONS AND BONUS SHARES
The terms of the stock option and bonus share plans outstanding as of June 30, 2017 are set out in the tables below.
Stock options - characteristics of the plans
| Date of the Board of Management meeting |
Outstanding as of 12/31/2016 |
Rights issued | Rights exercised |
Rights canceled |
Outstanding as of 06/30/2017 |
|---|---|---|---|---|---|
| July 9, 2012 | 185,833 | (177,445) | 8,388 | ||
| TOTAL | 185,833 | (177,445) | 8,388 |
| Date of the Board of | Outstanding options | Options eligible | ||
|---|---|---|---|---|
| Management | Number | for exercise | ||
| meeting | of options | date | price(in euros) | |
| July 9, 2012 | 8,388 | 7/8/2017 | 36.48 | 8,388 |
| TOTAL | 8,388 | 8,388 |
Bonus shares
| Date of the Board of | Outstanding as | Rights issued | Rights | Rights | Outstanding as |
|---|---|---|---|---|---|
| Management | of 12/31/2016 | exercised | canceled | of 06/30/2017 | |
| meeting | |||||
| July 9, 2012 | 3,093 | 3,093 | |||
| January 3, 2014 | 5,101 | (5,101) | |||
| March 31, 2014 | 751 | (751) | |||
| August 18, 2014 | 56,558 | 56,558 | |||
| April 17, 2015 | 8,811 | 8,811 | |||
| TOTAL | 74,314 | (5,852) | 68,462 |
Preferred shares
| Date of the Board of Management meeting |
Outstanding as of 12/31/2016 |
Rights issued | Rights exercised |
Rights canceled |
Outstanding as of 06/30/2017 |
|---|---|---|---|---|---|
| September 2, 2015 | 1,442 | 1,442 | |||
| July 11, 2016 | 1,932 | 1,932 | |||
| March 13, 2017 | 966 | 966 | |||
| TOTAL | 3,374 | 966 | 4,340 |
Preferred shares will be converted into ordinary shares at the end of a retention or vesting period based on the extent to which the performance conditions have been achieved.
14. NET FINANCIAL DEBT
14.1. CHANGE IN FINANCIAL DEBT
| 12/31/2016 | Changes in consolidation |
Issue | Repayment | Foreign exchange |
06/30/2017 | |
|---|---|---|---|---|---|---|
| (in thousands of euros) | differences | |||||
| Current and non-current borrowings and financial debt |
1,061,338 | 62,600 | 375,672 | (173,121) | (6,255) | 1,320,234 |
The main changes in the scope of consolidation are as follows:
- the acquisition of the additional 50% of Rubis Terminal Petrol (formerly Delta Rubis Petrol) for €ͳ.ͺ million;
- the acquisition of Dinasa's operations in Haiti for €Ͳ.ͺ million.
Issues made during the period are mainly explained by the financing of capital expenditure and changes in the structure of the 3 divisions.
14.2. NET FINANCIAL DEBT
| 06/30/2017 | 12/31/2016 | |
|---|---|---|
| (in thousands of euros) | ||
| Current and non-current borrowings and financial debt | 1,320,234 | 1,061,338 |
| Cash | 689,430 | 692,716 |
| Investment and other securities | 141,377 | 140,936 |
| Net financial debt | 489,427 | 227,686 |
15. PROVISIONS
| Non-current(in thousands of euros) | 06/30/2017 | 12/31/2016 |
|---|---|---|
| Provisions for contingencies and expenses | 47,095 | 43,027 |
| Provisions for clean-up and asset renovation | 39,275 | 34,138 |
| Total | 86,370 | 77,165 |
Provisions for contingencies and expenses include:
- a provision relating to the Rubis Group's obligation to customize some of the assets obtained from its acquisitions, recorded as of June ͵Ͳ, ʹͲͳ in the amount of €ͳͲ million;
- provisions relating to risks or disputes that could potentially lead to action being taken against the Rubis Group.
These items are assessed using estimates of the amounts that may be needed to settle any related obligation, and by including the probabilities of the various scenarios envisaged taking place.
Provisions for the replacement of fixed assets are compliant with IAS 16. The Group has estimated its clean-up and dismantling costs largely based on the findings of outside consultants. In compliance with IAS 16, the present value of these expenses was incorporated into the cost of the corresponding facilities.
Employee benefits mainly relate to pension commitments and similar benefits (post employment benefits) and seniority bonuses relating to the granting of long-service awards (long-term benefit). These benefit plans are recognized in accordance with the method described in note 4.12 of the 2016 Registration Document.
| 12/31/2016 | Changes in consolidation |
Allowances Reversals(1) | Reclassifications | Foreign exchange |
06/30/2017 | ||
|---|---|---|---|---|---|---|---|
| (in thousands of euros) | differences | ||||||
| Provisions for contingencies and expenses |
43,027 | 1,641 | 7,439 | (4,638) | 36 | (410) | 47,095 |
| Provisions for clean-up and asset renovation |
34,138 | 7,509 | 226 | (2,000) | (598) | 39,275 | |
| Total | 77,165 | 9,150 | 7,665 | (6,638) | 36 | (1,008) | 86,370 |
ȋͳȌ Of which €ͷ million reversed and unused.
Changes in the scope of consolidation correspond to the acquisition of Dinasa's operations in Haiti (the fair value of liabilities assumed must be finalized before May 1, 2018).
16. OTHER OPERATING INCOME AND EXPENSES
"Other operating income and expenses" in the six months to June 30, 2017 are set out below.
| 06/30/2017 | 06/30/2016 | |
|---|---|---|
| (in thousands of euros) | ||
| Income from disposal of tangible and intangible assets | 212 | 567 |
| Strategic acquisition expenses | (906) | (101) |
| Other expenses, income and provisions | (819) | |
| Impact of business combinations and disposals | 14,964 | (1,497) |
| Total | 14,270 | (1,850) |
The gain recognized following the acquisition of Rubis Terminal Petrol (formerly Delta Rubis Petrol) is recorded in the impact of business combinations and business disposals (see note 3 DzChanges in the scope of consolidationdzሻ.
17. TRANSACTIONS WITH RELATED PARTIES
There was no significant variation in the nature of transactions with related parties in the first half of 2017 compared with December 31, 2016 (see note 10.3 to the consolidated financial statements for the year ended December 31, 2016).
18. POST-BALANCE SHEET EVENTS
18.1. ACQUISITION OF THE LEADING DISTRIBUTOR OF PETROLEUM PRODUCTS IN MADAGASCAR
In July 2017, Rubis completed the acquisition of the Galana group, Madagascar's largest distributor of petroleum products.
With 260,000 m3 of petroleum products distributed in 2016, Galana operates in each of the main market segments: networks (71 gas stations), commercial (including mining and power generation), LPG and lubricants. In support of its distribution activity, the company has strategic and autonomous import logistics capacity, consisting of the island's only storage terminal for imports of petroleum products (260,000 m3) with dedicated maritime access, located in Tamatave.
Galana accordingly combines all of the strategic criteria sought by Rubis in distribution: a leading position (30% market share) combined with a unique position in logistics.
Rubis, already present in the distribution of petroleum products (240,000 m3) on Réunion (SRPP), is increasing its operations in the distribution of fuel and fuel oil in the Indian Ocean through the acquisition of the Galana group. The pooling of volumes carried out in this growing area should allow for the eventual generation of economies of scale (trading and shipping).
In 2016, the Galana group generated sales revenue of US\$215 million.
Consolidation in Rubis' financial statements is effective as of July ͳ, ʹͲͳ.
18.2. ACQUISITION OF LPG DISTRIBUTION ASSETS IN PORTUGAL FROM REPSOL
At the end of July 2017, Rubis acquired LPG distribution assets in Madeira and the Azores (Portugal) and continental pipeline distribution networks from Repsol.
This acquisition enables Rubis to extend its offering to the pipeline network segment and to reach critical mass in its existing operations in Madeira and the Azores.
These activities represent an annual volume of approximately 15,000 metric tons, i.e. 12% of the volumes marketed by the Group locally, and generate approximately € million in gross operating profit.
The assets acquired cover various segments: packaged, bulk and pipeline distribution networks, and associated operational facilities.
The contribution of continental pipeline network assets to the Group's results has been effective since the transaction was finalized on July 1, 2017. In Madeira and the Azores, the transaction remains subject to the approval of the Portuguese competition authority.
18.3. 2-FOR-1 SPLIT OF THE PAR VALUE OF THE RUBIS SHARE
The Combined Shareholders' Meeting of June ͺ, ʹͲͳ, by adopting the ͳ͵th resolution, resolved to perform a 2-for-1 split of the par value of the Rubis share, delegating all powers to the Board of Management to set the date of the split and to make any necessary adjustments.
As a result, the Board of Management, meeting on July 13, 2017, decided to split the par value of the share from €ʹ.ͷͲ to €ͳ.ʹͷ, with each shareholder receiving ʹ new shares for ͳ existing share.
The new shares have the same rights as the existing shares that they replace, and the amount of the share capital remains unchanged.
18.4. ESTABLISHMENT OF NEW EQUITY LINES
Rubis has renewed its equity lines so as to bolster its financial resources while maintaining a sound balance sheet.
Under the delegations granted by the Combined Shareholders' Meeting and the General Partners' Meeting of June ͺ, ʹͲͳ, Rubis established ʹ equity lines on July ʹͳ, ʹͲͳ, in the form of issues of warrants, split between Crédit Agricole Corporate and Investment Bank (Crédit Agricole CIB) and Société Générale, enabling it to carry out successive capital increases up to the authorized ceiling of €ͷ,ͷͲͲ,ͲͲͲ in par value ሺcorresponding to Ͷ,ͶͲͲ,ͲͲͲ shares of €ͳ.ʹͷ eachሻ, i.e. less than 5% of the Company's share capital as of the date of the Meeting.
Crédit Agricole CIB and Société Générale each signed an agreement with Rubis on July 21, 2017 enabling them to subscribe 2,200,000 warrants. These warrants may be exercised solely at Rubis' discretion for a period of 40 months, in successive installments, with each bank undertaking to purchase, either directly or through one of its subsidiaries, the Rubis shares resulting from the exercise of the warrants.
The subscription price of the shares issued in respect of these warrants will be the average share price over the 3 trading days prior to its fixing, weighted by trading volumes, less a discount of 5%.
On the basis of the current share price, the potential increase in shareholders' equity could be as much as €ʹͳͲ million.
The 2 banks, acting in their capacity as financial intermediaries, do not intend to become longterm shareholders of the Company.
III – STATUTORY AUDITORS' REPORT
STATUTORY AUDITORS' REPORT ON THE INTERIM FINANCIAL DISCLOSURES
To the Shareholders,
In executing the mission entrusted to us at your Shareholders' Meeting, and in accordance with Article L. 451-1-2 III of the French Monetary and Financial Code, we have performed:
- a limited review of the accompanying interim condensed consolidated financial statements of Rubis, relating to the period from January 1 to June 30, 2017, as attached to this report;
- a verification of the information provided in the half-year Management report.
These interim condensed consolidated half-yearly financial statements were prepared by the Board of Management. Our role is to express our opinion on these financial statements based on our limited review.
I – Opinion on the consolidated financial statements
We conducted our limited review in accordance with the professional standards applicable in France. A limited review essentially entails meeting with management staff responsible for accounting and financial aspects and implementing analytical procedures. These tasks are less extensive than those required for an audit carried out in accordance with the professional standards applicable in France. Consequently, a limited review can only provide moderate assurance that the financial statements, taken as a whole, contain no material misstatements. The level of assurance is lower than that offered by an audit.
On the basis of our review, we have not identified any significant misstatements liable to call into question, in view of IFRS as adopted by the European Union, the true and fair nature of the interim consolidated financial statements and the fairness of picture they present of the assets and financial position at the end of the half-year and the results of the last half-year of the group formed by the persons and entities included in the consolidation.
II – Specific verification
We also conducted a verification of the information in the half-year Management report commenting on the interim condensed consolidated half-yearly financial statements, which were the focus of our limited review.
We have no matters to report regarding its fairness and its consistency with the interim condensed consolidated half-yearly financial statements.
Meudon and Courbevoie, September 7, 2017
The Statutory Auditors
SCP Monnot & Guibourt Mazars
Laurent Guibourt Ariane Mignon
IV – DECLARATION OF RESPONSIBLE OFFICERS
PERSONS RESPONSIBLE FOR THE HALF-YEAR FINANCIAL REPORT
Gilles Gobin: Managing Partner Jacques Riou: Manager of Agena, co-managing company of Rubis
DECLARATION OF RESPONSIBILITY FOR THE HALF-YEAR FINANCIAL REPORT
We declare that, to the best of our knowledge, the condensed financial statements for the past half year have been prepared in compliance with applicable accounting standards and give a true and fair view of the assets, liabilities, financial position and results of the Company and all companies included in the consolidated group, and that the half-year Management report gives a true and fair view of the important events that occurred during the first six months of the fiscal year, their impact on the financial statements, the principal transactions between related parties as well as a description of the main risks and contingencies for the remaining six months of the year.
Meudon and Paris, September 7, 2017
Jacques Riou Manager of Agena, co-managing company of Rubis
Gilles Gobin Managing Partner
The will to undertake, he the corporate commitment