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Rubis — Interim / Quarterly Report 2019
Sep 11, 2019
1636_ir_2019-09-11_feb175fa-3d8f-421a-b787-ae393fced6d1.pdf
Interim / Quarterly Report
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TABLE OF CONTENTS
| GROUP ACTIVITY REPORT FOR THE FIRST HALF OF 2019 | 1 |
|---|---|
| ACTIVITY REPORT | 2 |
| OUTLOOK FOR THE SECOND HALF OF 2019 | 13 |
| DESCRIPTION OF THE MAIN RISKS AND CONTINGENCIES FOR THE REMAINING SIX MONTHS OF THE YEAR |
13 |
| POST-BALANCE SHEET EVENTS | 13 |
| KEY TRANSACTIONS WITH RELATED PARTIES | 13 |
| CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2019 | 15 |
| STATUTORY AUDITORS' REPORT | 48 |
| DECLARATION OF RESPONSIBLE OFFICERS | 49 |
GROUP ACTIVITY REPORT FOR THE FIRST HALF OF 2019
| ACTIVITY REPORT | 2 |
|---|---|
| OUTLOOK FOR THE SECOND HALF OF 2019 | 13 |
| DESCRIPTION OF THE MAIN RISKS AND CONTINGENCIES FOR THE REMAINING SIX MONTHS OF THE YEAR |
13 |
| POST-BALANCE SHEET EVENTS | 13 |
| KEY TRANSACTIONS WITH RELATED PARTIES | 13 |
ACTIVITY REPORT
The performance in terms of EBIT was excellent in the first half of 2019 (+17%), with consistent growth across the various divisions: Rubis Énergie and Support and Services benefited from strong growth in unit margins (+12%) and sustained trading, while Rubis Terminal, having successfully stabilized after a rough year in 2018, resumed growth (+11%).
The integration of KenolKobil is underway: despite the negative impact of muted aviation and retail sales margins on earnings in its first quarter of consolidation, the outlook is bright, and the new team is working on a profound reorganization of the acquired subsidiaries to bring them up to Group standards (internal control, organization, governance).
At constant scope, excluding KenolKobil and LPG distribution assets acquired from Repsol in Portugal and consolidated since January 1, EBIT was up 14%.
Consolidated EBIT calls for the following comments:
- Rubis Énergie benefited from a 13% increase in distributed volumes (+1.5% at constant scope excluding one-off items), delivering a 16% increase in EBIT (+13% at constant scope) driven by strong trading and margins across all products and regions;
- Rubis Support and Services recorded strong trading, with unit margins up in the supply activity (EBIT: +21%);
- Rubis Terminal posted fresh growth of 11% in EBIT, despite a persistently dampened contribution from Turkey in the absence of contango, thanks to a good contribution from Northern Europe and in non-oil storage in general, combined with the stabilization of its oil business in France.
| (in millions of euros) | 2019* | 2019 | 2018 | Change** | Change at |
|---|---|---|---|---|---|
| Reported | Excluding | constant | |||
| IFRS 16 | scope** | ||||
| Sales revenue | 2,727 | 2,727 | 2,403 | 13% | -5% |
| EBITDA | 313 | 298 | 258 | 16% | 13% |
| EBIT of which | 238 | 236 | 202 | 17% | 14% |
| Rubis Énergie | 176 | 174 | 150 | 16% | 13% |
| Rubis Support and Services | 51 | 51 | 42 | 21% | 19% |
| Rubis Terminal | 24 | 23 | 21 | 11% | 11% |
| Net income, Group share | 157 | 160 | 129 | 24% | 13% |
| Cash flow | 248 | 236 | 210 | 12% | |
| Capital expenditure | 109 | 109 | 108 |
CONSOLIDATED RESULTS FOR THE 6 MONTHS TO JUNE 30, 2019
* IFRS 16 "Leases" has been mandatory since January 1, 2019.
The 2018 financial statements have not been restated.
** Calculation of the rate of change in respect of 2018 and 2019, excluding IFRS 16.
The Group boasted a sound financial position as of June 30, with a net debt to EBITDA ratio of 1.7 (over 12 rolling months) and a net debt to equity ratio of 38%.
| (in millions of euros) | 6/30/2019* | 12/31/2018 | ||||
|---|---|---|---|---|---|---|
| Total shareholders' equity | 2,411 | 2,334 | ||||
| including Group share | 2,277 | 2,197 | ||||
| Cash | 850 | 756 | ||||
| Financial debt excluding lease liabilities | 1,754 | 1,450 | ||||
| Net financial debt | 904 | 694 | ||||
| Ratio of net debt/shareholders' equity | 38% | 30% |
CONDENSED BALANCE SHEET
* IFRS 16 "Leases" has been mandatory since
January 1, 2019. The 2018 financial statements have not been restated.
ANALYSIS OF CHANGES IN NET FINANCIAL POSITION SINCE THE BEGINNING OF THE YEAR
Cash flow totaled €248 million, highlighting the good "quality" of the results.
The strong variation in the working capital requirement is attributable to the consolidation of KenolKobil: the trading operations linked to government procurement tenders result in all purchases for the business line being carried.
| (in €m) | |
|---|---|
| Net financial debt (excluding lease liabilities) * as of December 31, 2018 | -694 |
| Cash flow | 248 |
| Change in working capital | -144 |
| Rubis Terminal investments | -29 |
| Rubis Énergie investments | -50 |
| Rubis Support and Services investments | -29 |
| Rubis Holding investments | -1 |
| Net acquisitions of financial assets | -259 |
| Change in loans and advances and other flows | 1 |
| Dividends paid out to shareholders and minority interests | -118 |
| Increase in shareholders' equity | 134 |
| Impact of change in scope of consolidation and exchange rates | 37 |
| Net financial debt (excluding lease liabilities) * as of June 30, 2019 | -904 |
* As lease liabilities are not loans from credit institutions, they are not included in the calculation of net financial debt.
The most noteworthy items in respect of investments are:
- Rubis Terminal: €29 million broken down between maintenance and upgrades on the various platforms, mainly in France (€19 million), the remainder representing capacity extensions in Rotterdam (€9 million);
- Rubis Énergie: €50 million spread across the division's 27 subsidiaries or branches for facility upgrades (terminals, gas stations), capacity extensions (cylinders, tanks, terminals or stations) and purchases of facilities or business goodwill. The start-up of a fuel depot in Suriname with a view to penetrating this new market has necessitated the construction of installations costing €10 million;
- Rubis Support and Services: €29 million focused on the SARA refinery (€18 million) and upgrade work on a new bitumen vessel (€10 million).
Net acquisitions of financial assets amounted to €259 million and included an asset sale of €5 million and the acquisition of the remaining KenolKobil shares after the expiry of the public offer (€49 million paid for direct purchases in October 2018) for €264 million. The total price paid was €313 million. Taking into account the opening net cash position of €52 million, the enterprise value was €261 million.
The €134 million increase in shareholders' equity includes the €109 million capital increase resulting from the payment of the dividend in shares (in the proportion of 71% of the total dividend), the exercise of warrants within the framework of the equity line established with Crédit Agricole CIB and Société Générale (€20 million) and the annual subscription to the employee savings plan reserved for employees (€5 million).
RUBIS ÉNERGIE
International propane prices
Propane prices were down 16% compared with the first half of 2018. The decline has accelerated since the end of May 2019, in line with the sharp drop in oil prices.
Generally speaking, Rubis operates in markets that allow it to transfer price volatility to the end customer (price formula systems or no constraints at all on prices), and as such to keep its margins stable over the long term. The sharp fall in prices between September 2018 and the recent period had a favorable effect on unit margins (+12%).
Summary of business volumes in the first half of 2019
Through its 23 profit centers, the division recorded retail distribution volumes of 2.6 million m3 during the period.
The acquisition of KenolKobil has increased the weight of Africa in the overall breakdown of volumes to 46%, with the Caribbean (39%) and Europe (14%) offering the Group excellent climate and economic diversification (emerging vs. developed countries), as well as diversified end use (residential, transportation, industry, utilities, aviation, marine and lubricants).
By product category, (annualized) volumes broke down as follows: 34% for gas station networks, 41% for commercial fuel oils (including aviation), 20% for LPG and 6% for bitumen.
| (in '000 m3) | 2019 | 2018 | Change | Change at constant scope |
|---|---|---|---|---|
| Europe | 465 | 457 | 2% | -1% |
| Caribbean | 1,138 | 1,177 | -3% | -3% |
| Africa | 1,006 | 680 | 48% | -4% |
| TOTAL | 2,610 | 2,315 | 13% | -3% |
CHANGE IN VOLUMES SOLD BY REGION IN THE FIRST HALF OF 2019
Volumes as reported were up 13% at current scope. Change in the scope of consolidation over the period mainly concern Africa (KenolKobil) and LPG assets acquired from Repsol (Madeira-Azores). Adjusted for scope effects, volumes were down 3%, dampened by political and social unrest in Haiti early in the year, a mild winter in Europe and the end of a spot contract in Martinique (EDF). Adjusted for these exceptional items, volumes grew by 1.5% overall.
Rubis Énergie sales margin
At €343 million, the gross sales margin all products combined was up 13%, with a unit margin up 12% (on a like-for-like basis) driven by changes in petroleum product prices.
The structure of the unit margin, which is higher in Europe than in the Caribbean or Africa, is attributable to the predominance of LPG in this region, an activity requiring a heavier asset base than the distribution of liquid fuels but with comparable profitability.
| Gross margin (in €m) |
Breakdown | Change | Gross margin (in €/m3) |
Change at constant scope |
|
|---|---|---|---|---|---|
| Europe | 101 | 29% | 2% | 217 | 1% |
| Caribbean | 132 | 38% | 16% | 116 | 20% |
| Africa | 110 | 32% | 21% | 109 | 13% |
| TOTAL | 343 | 100% | 13% | 131 | 12% |
RUBIS ÉNERGIE RETAIL DISTRIBUTION MARGIN
Rubis Énergie division results
The strong increase in the overall sales margin (13%) enabled EBIT to grow by a robust 16% (+13% at constant scope), bringing it to a record level of €174 million.
| (in millions of euros) | 2019* | 2019 Excluding IFRS 16 |
2018 | Change** | Change at constant scope** |
|---|---|---|---|---|---|
| Volumes distributed ('000 m3) | 2,610 | 2,610 | 2,315 | 13% | -3% |
| Sales revenue | 2,134 | 2,134 | 1,651 | 29% | 3% |
| EBITDA | 220 | 209 | 180 | 16% | 13% |
| EBIT | 176 | 174 | 150 | 16% | 13% |
| Cash flow | 168 | 159 | 145 | 9% | |
| Capital expenditure | 50 | 50 | 44 |
RESULTS OF THE RUBIS ENERGIE DIVISION FOR THE 6 MONTHS TO JUNE 30, 2019
* IFRS 16 "Leases" has been mandatory since January 1, 2019.
The 2018 financial statements have not been restated.
** Calculation of the rate of change in respect of 2018 and 2019, excluding IFRS 16.
Capital expenditure of €50 million was spread across the 27 operating subsidiaries. It covered recurring investments in gas stations, terminals, tanks, cylinders and customer facilities, aimed at bolstering market share growth, as well as investments in facility maintenance.
RUBIS ÉNERGIE EUROPE
CORSICA – SPAIN – FRANCE – CHANNEL ISLANDS – PORTUGAL – SWITZERLAND
RESULTS OF THE EUROPE SUBGROUP FOR THE 6 MONTHS TO JUNE 30, 2019
| (in millions of euros) | 2019* | 2019 Excluding IFRS 16 |
2018 Change** |
|
|---|---|---|---|---|
| Volumes distributed ('000 m3) | 465 | 465 | 457 | 2% |
| Sales revenue | 340 | 340 | 330 | 3% |
| EBITDA | 57 | 54 | 54 | 0% |
| EBIT | 39 | 38 | 42 | -8% |
| Capital expenditure | 12 | 12 | 14 |
* IFRS 16 "Leases" has been mandatory since January 1, 2019.
The 2018 financial statements have not been restated.
** Calculation of the rate of change in respect of 2018 and 2019, excluding IFRS 16.
Portugal and France were the main contributors to the area, with 87% of earnings.
Overall, volumes (+2%) and unit margins (+1%) were stable, resulting in stable EBITDA of €54 million. By contrast, provisions on the Swiss subsidiary to cover the revaluation of social security commitments caused the division to record an 8% decline in EBIT.
RUBIS ÉNERGIE CARIBBEAN
FRENCH ANTILLES AND FRENCH GUIANA – BERMUDA – EASTERN CARIBBEAN – JAMAICA – HAITI – WESTERN CARIBBEAN
| Change** | ||||
|---|---|---|---|---|
| 2018 | 2019 | 2019* | (in millions of euros) | |
| Excluding IFRS | ||||
| 16 | ||||
| -3% | 1,177 | 1,138 | 1,138 | Volumes distributed ('000 m3) |
| 881 3% |
909 | 909 | Sales revenue | |
| 63 24% |
79 | 83 | EBITDA | |
| 52 29% |
67 | 68 | EBIT | |
| 17 | 22 | 22 | Capital expenditure | |
RESULTS OF THE CARIBBEAN SUBGROUP FOR THE 6 MONTHS TO JUNE 30, 2019
* IFRS 16 "Leases" has been mandatory since January 1, 2019.
The 2018 financial statements have not been restated.
** Calculation of the rate of change in respect of 2018 and 2019, excluding IFRS 16.
Distribution business: automotive fuel and fuel oil networks
In total, 19 island facilities provide local distribution of fuels (400 gas stations, aviation, commercial, LPG, lubricants and bitumen), managed from the 7 operational headquarters located in Barbados, Guadeloupe, Bermuda, Jamaica, the Bahamas, the Cayman Islands and Haiti.
With the exception of Haiti, the economic environment has improved, driven by growth in the United States, generating positive leverage in an area where Rubis Énergie has invested heavily, both commercially and in new customer prospecting. Adjusted for exceptional circumstances in Haiti, non-recurring volumes in Martinique (EDF contract in 2018) and the stoppage of supply to a colleague in Jamaica, volumes were up 1.4%.
EBIT was up an excellent 29%: Haiti benefited from a favorable reference price differential between Platts and Caribbean Posting, generating additional margin, while Guyana enjoyed stronger margins after a period marked by a highly aggressive commercial strategy adopted by a local operator.
RUBIS ÉNERGIE AFRICA
WEST AFRICA – SOUTHERN AFRICA – BURUNDI – DJIBOUTI – ETHIOPIA – KENYA – RÉUNION – MADAGASCAR – MOROCCO – UGANDA – RWANDA – ZAMBIA
| (in millions of euros) | 2019* | 2019 Excluding IFRS 16 |
2018 | Change** | Change at constant scope** |
|---|---|---|---|---|---|
| Volumes distributed ('000 m3) |
1,006 | 1,006 | 680 | 48% | -4% |
| Sales revenue | 885 | 885 | 440 | 101% | 2% |
| EBITDA | 80 | 77 | 63 | 21% | 14% |
| EBIT | 69 | 69 | 57 | 21% | 14% |
| Capital expenditure | 16 | 16 | 13 |
RESULTS OF THE AFRICA SUBGROUP FOR THE 6 MONTHS TO JUNE 30, 2019
* IFRS 16 "Leases" has been mandatory since January 1, 2019.
The 2018 financial statements have not been restated.
** Calculation of the rate of change in respect of 2018 and 2019, excluding IFRS 16.
Half-yearly volumes included one quarter of KenolKobil, consolidated since April 1, bringing volume growth in the region to 48%. At constant scope (excluding Haiti), African volumes were down 4%. Adjusted for an exceptional performance in bitumen in 2018 attributable to the presidential elections in Nigeria, growth at constant scope was 0.6%.
Overall, EBIT rose by 21% as reported (+14% at constant scope).
The integration of the KenolKobil subsidiaries is underway, with a new management team working to refocus the business on segments with higher margins and better visibility. The contribution of these new subsidiaries was affected by negative margins in the aviation segment over the period. It has been decided to discontinue this activity temporarily pending a repositioning.
RUBIS SUPPORT AND SERVICES
MARTINIQUE (SARA) – BARBADOS (TRADING) – SHIPPING – MADAGASCAR
| (in millions of euros) | 2019* Reported |
2019 Excluding IFRS 16 |
2018 | Change** | Change at constant scope** |
|---|---|---|---|---|---|
| Sales revenue | 449 | 449 | 584 | -23% | -23% |
| EBITDA | 62 | 62 | 52 | 18% | 16% |
| EBIT | 51 | 51 | 42 | 21% | 19% |
| - SARA | 20 | 20 | 15 | 34% | |
| - Support and Services | 30 | 30 | 27 | 13% | |
| Cash flow | 56 | 55 | 45 | 25% | |
| Capital expenditure | 29 | 29 | 34 |
RESULTS OF THE SUPPORT AND SERVICES DIVISION FOR THE 6 MONTHS TO JUNE 30, 2019
* IFRS 16 "Leases" has been mandatory since January 1, 2019.
The 2018 financial statements have not been restated.
** Calculation of the rate of change in respect of 2018 and 2019, excluding IFRS 16.
This subgroup includes Rubis Énergie's supply tools for petroleum products and bitumen:
- the 71% interest in the refinery in the French Antilles (SARA);
- the trading-supply activity in the Caribbean (Barbados) and Africa with new operational headquarters in Dubai;
- in support-logistics, the shipping activity (12 chartered vessels) and "storage and pipe" in Madagascar.
The results of the SARA refinery are governed by the application of a decree setting the profitability at 9% of equity. The 34% increase in EBIT is attributable chiefly to the cancellation in the consolidated financial statements of the actuarial differences on retirement benefit obligations recognized in the income statement in the statutory financial statements (actuarial losses in 2019 and actuarial gains in 2018).
The contribution of the activity excluding SARA was €30.5 million (+13.5%), breaking down as follows:
- trading-supply-shipping operations represented a volume of 706,000 m3. The increase in unit margins and a better contribution from shipping, thanks to productivity gains made by a new vessel (bitumen), increased EBIT by 25%;
- port and pipe services activities in Madagascar contributed €6.5 million, down 15% due to the application of a new price formula.
RUBIS TERMINAL
Storage activity is showing great resilience in 2019, and has managed to stabilize its operations after a rough year in 2018.
On the basis of 100% of the assets of the scope, revenues were up 2% at €89.6 million.
RESULTS OF THE RUBIS TERMINAL DIVISION FOR THE 6 MONTHS TO JUNE 30, 2019
| (in millions of euros) | 2019* Reported |
2019 Excluding IFRS 16 |
2018 | Change** |
|---|---|---|---|---|
| Sales revenue | 144 | 144 | 167 | -14% |
| - Storage | 74 | 74 | 71 | 3% |
| - Distribution | 70 | 70 | 96 | -27% |
| EBITDA | 42 | 39 | 36 | 6% |
| EBIT | 24 | 23 | 21 | 11% |
| EBIT including equity associates | 27 | 26 | 24 | 9% |
| Cash flow | 32 | 30 | 29 | 2% |
| Capital expenditure | 29 | 29 | 29 |
* IFRS 16 "Leases" has been mandatory since January 1, 2019.
The 2018 financial statements have not been restated.
** Calculation of the rate of change in respect of 2018 and 2019, excluding IFRS 16.
The revenue trend by region breaks down as follows:
France: +5%
Stabilization of oil revenues and a sharp increase of 18% in other products (chemicals, molasses, fertilizers).
ARA zone: +5%
The Antwerp site was stable (-1%) after a year benefiting from additional cyclical revenues in 2018. Rotterdam recorded growth of 13% thanks to new capacities commissioned (Carbon black). Both sites enjoyed capacity utilization rates close to 100%.
Turkey: -28%
The depot's activity covers three segments: contango-related trader volumes, the transit of crude oil and refined products from the northern part of Iraq (Kurdistan) and transit-dispatch-grouping of cargoes.
The first two segments saw trading slow in 2018 after a record year in 2017. Expectations of the return of contango in 2019 have not materialized to date, while transit to Iraq remains weak. But certain flows remain, pointing to the prospect of EBITDA of approximately €7 million over the fiscal year, compared with €4 million in 2018: leasing requests tend to materialize in the third quarter.
Change in EBIT over time
EBIT was up 11%, with an increase of 16% in France, a good performance in Northern Europe, and negative EBIT of €0.7 million in Turkey.
| Capacity | Outbound traffic | Revenues | ||||
|---|---|---|---|---|---|---|
| (in '000 m3) | Breakdown | (in '000 tonnes) | (in €m) | Breakdown | Change | |
| Oil | 2,709 | 78% | 4,094 | 46.9 | 52% | -2% |
| Chemical products | 315 | 9% | 1,290 | 33.4 | 37% | 7% |
| Fertilizers | 271 | 8% | 542 | 6.1 | 7% | 11% |
| Edible oils and molasses | 172 | 5% | 174 | 3.2 | 4% | 19% |
| TOTAL | 3,467 | 100% | 6,100 | 89.6 | 100% | 2% |
BREAKDOWN OF STORAGE BUSINESS BY PRODUCT CATEGORY
Factoring in 100% of all sites, including Antwerp, oil capacity accounts for nearly 80% of storage capacity and 52% of revenues. There was a noteworthy increase in chemical revenues (+37%) following the commissioning of new capacity in the ARA zone.
Capital expenditure
Capex was stable at €29 million and focused on the French scope (€19 million), across the various sites and including €7 million in maintenance and upgrade investment, and €9 million in Rotterdam for a 30,000 m3 capacity extension costing €25 million.
OUTLOOK FOR THE SECOND HALF OF 2019
Operating activity is expected to continue to grow in the second half of the year.
The Group will continue to study development projects, both organic and acquisitions.
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, Internal Control and Insurance" of the Annual Financial Report – 2018 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
None.
KEY TRANSACTIONS WITH RELATED PARTIES
There was no significant variation in the nature of transactions with related parties in the first half of 2019 compared with December 31, 2018 (see note 10.3 to the consolidated financial statements for the year ended December 31, 2018).
CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2019
| CONSOLIDATED BALANCE SHEET 16 |
|
|---|---|
| CONSOLIDATED INCOME STATEMENT 18 |
|
| STATEMENT OF OTHER COMPREHENSIVE INCOME 19 |
|
| CONSOLIDATED STATEMENT OF CHANGESIN SHAREHOLDERS' EQUITY20 |
|
| CONSOLIDATED STATEMENT OF CASH FLOWS 21 |
|
| NOTES TO THE 2019HALF-YEARLY CONSOLIDATED FINANCIAL STATEMENTS 23 |
CONSOLIDATED BALANCE SHEET
ASSETS
| (in thousands of euros) | Note 06/30/2019* | 12/31/2018 | |
|---|---|---|---|
| Non-current assets | |||
| Intangible assets | 8.2 | 36,622 | 34,349 |
| Goodwill | 8.1 | 1,277,214 | 1,094,355 |
| Property, plant and equipment | 9.1 | 1,648,298 | 1,588,105 |
| Property, plant and equipment – right-of-use assets | 9.2 | 211,858 | |
| Investments in joint ventures | 7 | 49,570 | 48,334 |
| Other financial assets | 10.1 | 29,944 | 103,297 |
| Deferred tax assets and liabilities | 11,643 | 8,080 | |
| Other non-current assets | 31,976 | 28,500 | |
| TOTAL NON-CURRENT ASSETS (I) | 3,297,125 | 2,905,020 | |
| Current assets | |||
| Inventory and work in progress | 468,674 | 347,086 | |
| Trade and other receivables | 719,888 | 582,059 | |
| Tax receivables | 31,501 | 42,200 | |
| Other current assets | 10.2 | 23,244 | 19,494 |
| Cash and cash equivalents | 849,517 | 755,969 | |
| TOTAL CURRENT ASSETS (II) | 2,092,824 | 1,746,808 | |
| TOTAL GROUP OF ASSETS FOR DISPOSAL (III) | |||
| TOTAL ASSETS (I + II + III) | 5,389,949 | 4,651,828 |
* The financial statements for the six months to June 30, 2019 take into account the application of IFRS 16 "Leases". The impact of the application of IFRS 16 as of January 1, 2019 is set out in note 1. The financial statements to December 31, 2018 have not been restated.
CONSOLIDATED BALANCE SHEET
EQUITY AND LIABILITIES
| (in thousands of euros) | Note 06/30/2019* | 12/31/2018 | |
|---|---|---|---|
| Shareholders' equity, Group share | |||
| Share capital | 12 | 125,107 | 121,017 |
| Share premium | 12 | 1,480,306 | 1,350,696 |
| Retained earnings | 671,345 | 725,074 | |
| Total | 2,276,758 | 2,196,787 | |
| Non-controlling interests | 134,574 | 137,230 | |
| SHAREHOLDERS' EQUITY (I) | 2,411,332 | 2,334,017 | |
| Non-current liabilities | |||
| Borrowings and financial debt | 14 | 1,212,530 | 1,107,997 |
| Lease liabilities | 14 | 194,911 | |
| Deposit/consignment | 118,671 | 113,001 | |
| Provisions for pensions and other employee benefit obligations | 54,053 | 45,573 | |
| Other provisions | 15 | 78,571 | 73,666 |
| Deferred tax assets and liabilities | 70,297 | 72,391 | |
| Other non-current liabilities | 5,898 | 2,364 | |
| TOTAL NON-CURRENT LIABILITIES (II) | 1,734,931 | 1,414,992 | |
| Current liabilities | |||
| Borrowings and bank overdrafts (portion due in less than one year) | 14 | 541,321 | 341,602 |
| Lease liabilities (current portion) | 14 | 19,475 | |
| Trade and other payables | 632,643 | 526,849 | |
| Current tax liabilities | 25,175 | 14,738 | |
| Other current liabilities | 25,072 | 19,630 | |
| TOTAL CURRENT LIABILITIES (III) | 1,243,686 | 902,819 | |
| TOTAL LIABILITIES RELATED TO A GROUP OF ASSETS FOR DISPOSAL (IV) |
|||
| TOTAL EQUITY AND LIABILITIES (I + II + III + IV) | 5,389,949 | 4,651,828 |
* The financial statements for the six months to June 30, 2019 take into account the application of IFRS 16 "Leases". The impact of the application of IFRS 16 as of January 1, 2019 is set out in note 1. The financial statements to December 31, 2018 have not been restated.
CONSOLIDATED INCOME STATEMENT
| Notes | ||||
|---|---|---|---|---|
| (in thousands of euros) | notes | % 06/30/2019* | 06/30/2018 | |
| Sales of merchandise | 2,020,969 | 1,742,729 | ||
| Revenue from manufacturing of goods and services | 705,654 | 659,805 | ||
| NET REVENUE | 4 | 13% | 2,726,623 | 2,402,534 |
| Other operating income | 1,422 | 1,115 | ||
| Purchases consumed | (2,028,553) | (1,753,986) | ||
| External expenses | (204,774) | (221,844) | ||
| Payroll expenses | (111,392) | (102,995) | ||
| Taxes | (69,301) | (65,723) | ||
| Net depreciation and provisions** | (77,301) | (54,605) | ||
| Other operating income and expenses | 1,425 | (2,749) | ||
| EBITDA | 21% | 312,603 | 257,986 | |
| EBIT | 4 | 18% | 238,149 | 201,747 |
| Other operating income and expenses | 16 | (6,634) | (19,364) | |
| OPERATING INCOME BEFORE PROFIT/LOSS FROM JOINT VENTURES |
27% | 231,515 | 182,383 | |
| Share of net income from joint ventures | 2,069 | 2,197 | ||
| OPERATING INCOME AFTER PROFIT/LOSS FROM JOINT | ||||
| VENTURES | 4 | 27% | 233,584 | 184,580 |
| Income from cash and cash equivalents | 3,780 | 2,358 | ||
| Gross interest expense and cost of debt | (12,468) | (11,194) | ||
| Interest expense on lease liabilities | (4,211) | |||
| COST OF NET FINANCIAL DEBT | 46% | (12,899) | (8,836) | |
| Other financial income and expenses | (4,949) | (886) | ||
| INCOME BEFORE TAX | 23% | 215,736 | 174,858 | |
| INCOME TAX | (49,856) | (38,521) | ||
| NET INCOME | 22% | 165,880 | 136,337 | |
| NET INCOME, GROUP SHARE | 21% | 156,556 | 129,038 | |
| NET INCOME, MINORITY INTERESTS | 28% | 9,324 | 7,299 | |
| Undiluted earnings per share (in euros) | 11 | 18% | 1.61 | 1.37 |
| Diluted earnings per share (in euros) | 11 | 18% | 1.60 | 1.35 |
* The financial statements for the six months to June 30, 2019 take into account the application of IFRS 16 "Leases". The impact of the application of IFRS 16 as of January 1, 2019 is set out in note 1. The financial statements for the six months to June 30, 2018 have not been restated.
** Of which €12.4 million in depreciation related to right-of-use assets (IFRS 16).
STATEMENT OF OTHER COMPREHENSIVE INCOME
| (in thousands of euros) | 06/30/2019 | 06/30/2018 |
|---|---|---|
| TOTAL CONSOLIDATED NET INCOME (I) | 165,880 | 136,337 |
| Foreign exchange differences | (53,468) | 18,683 |
| Hedging instruments | (1,359) | (463) |
| Income tax on hedging instruments | 268 | 159 |
| Items recyclable in P&L from joint ventures | ||
| Items that will subsequently be recycled in P&L (II) | (54,559) | 18,380 |
| Actuarial gains and losses | (4,327) | 1,779 |
| Income tax on actuarial gains and losses | 637 | (290) |
| Items not recyclable in P&L from joint ventures | ||
| Items that will not subsequently be recycled in P&L (III) | (3,690) | 1,489 |
| COMPREHENSIVE INCOME FOR THE PERIOD (I + II + III) | 107,631 | 156,206 |
| SHARE ATTRIBUTABLE TO THE OWNERS OF THE GROUP'S PARENT COMPANY | 98,141 | 150,239 |
| SHARE ATTRIBUTABLE TO NON-CONTROLLING INTERESTS | 9,490 | 5,967 |
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
| Shares outstanding |
Of which treasury shares |
Share capital |
Share premium |
Treasury shares |
Consolidated reserves and earnings |
Translation 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, 2017 |
93,868,480 | 15,037 | 117,336 1,195,964 | (879) | 680,303 | (48,647) | 1,944,074 | 134,356 | 2,078,430 | |
| Comprehensive income for the |
||||||||||
| period Change in interest |
130,011 (235) |
20,228 | 150,239 (235) |
5,967 726 |
156,206 491 |
|||||
| Share-based payments |
3,487 | 3,487 | 3,487 | |||||||
| Capital increase | 2,945,264 | 3,681 | 154,781 | 369 | 158,831 | 158,831 | ||||
| Treasury shares | 13,985 | (781) | 23 | (758) | (758) | |||||
| Dividend payment | (169,265) | (169,265) | (15,334) | (184,599) | ||||||
| Other changes Shareholders' equity as of June |
2 | (1) | 1 | |||||||
| 30, 2018 Comprehensive |
96,813,744 | 29,022 | 121,017 1,350,745 | (1,660) | 644,692 | (28,420) | 2,086,374 | 125,714 | 2,212,088 | |
| income for the period |
124,309 | (17,506) | 106,803 | 8,022 | 114,825 | |||||
| Change in interest | 2,100 | 2,100 | 3,564 | 5,664 | ||||||
| Share-based payments |
1,844 | 1,844 | 1,844 | |||||||
| Capital increase | (49) | (49) | (49) | |||||||
| Treasury shares | 7,106 | (17) | (259) | (276) | (276) | |||||
| Dividend payment | (73) | (73) | ||||||||
| Other changes | (3) | (3) | 3 | |||||||
| Shareholders' equity as of December 31, |
||||||||||
| 2018 Impact of the first |
96,813,744 | 36,128 | 121,017 1,350,696 | (1,677) | 772,684 | (45,926) | 2,196,787 | 137,230 | 2,334,017 | |
| time application of IFRS 16 |
(2,306) | (2,306) | (13) | (2,319) | ||||||
| Shareholders' equity as of January 1, 2019 |
96,813,744 | 36,128 | 121,017 1,350,696 | (1,677) | 770,378 | (45,926) | 2,194,481 | 137,217 | 2,331,698 | |
| Comprehensive income for the period |
152,085 | (53,944) | 98,141 | 9,490 | 107,631 | |||||
| Change in interest Share-based payments |
4,011 | 4,011 | 4,011 | |||||||
| Capital increase | 3,272,072 | 4,090 | 129,610 | 409 | 134,109 | 134,109 | ||||
| Treasury shares | (11,072) | 526 | 62 | 588 | 588 | |||||
| Dividend payment | (154,522) | (154,522) | (12,134) | (166,656) | ||||||
| Other changes | (57) | (57) | 1 | (56) | ||||||
| Shareholders' | ||||||||||
| equity as of June 30, 2019 |
100,085,816 | 25,056 | 125,107 1,480,306 | (1,151) | 772,366 | (99,870) | 2,276,758 | 134,574 | 2,411,332 |
CONSOLIDATED STATEMENT OF CASH FLOWS
| (in thousands of euros) | 06/30/2019(1) | 12/31/2018 | 06/30/2018 |
|---|---|---|---|
| TOTAL CONSOLIDATED NET INCOME FROM CONTINUING | |||
| OPERATIONS | 165,880 | 270,780 | 136,337 |
| NET INCOME FROM DISCONTINUED OPERATIONS | |||
| Adjustments: | |||
| Elimination of income of joint ventures | (2,069) | (4,811) | (2,197) |
| Elimination of depreciation and provisions | 82,604 | 116,551 | 76,452 |
| Elimination of profit and loss from disposals and dilution | (1,348) | 4,859 | 1,560 |
| Elimination of dividend earnings | (606) | (401) | (383) |
| Other income and expenditure with no impact on cash and cash | |||
| equivalents(2) | 3,171 | (1,439) | (1,637) |
| CASH FLOW AFTER COST OF NET FINANCIAL DEBT AND TAX | 247,632 | 385,539 | 210,132 |
| Elimination of tax expenses | 49,856 | 72,779 | 38,521 |
| Elimination of cost of net financial debt | 12,899 | 20,654 | 8,836 |
| CASH FLOW BEFORE COST OF NET FINANCIAL DEBT AND TAX | 310,387 | 478,972 | 257,489 |
| Impact of change in working capital* | (156,323) | (79,491) | (20,581) |
| Tax paid | (37,857) | (73,993) | (38,613) |
| CASH FLOWS RELATED TO OPERATING ACTIVITIES | 116,207 | 325,488 | 198,295 |
| Impact of changes to consolidation scope (cash acquired - cash disposed) |
72,478 | 4,315 | 4,348 |
| Acquisition of financial assets: Rubis Énergie division(3) | (264,131) | (76,530) | (3,943) |
| Acquisition of financial assets: Rubis Terminal division | |||
| Disposal of financial assets: Rubis Support and Services division | 355 | ||
| Disposal of financial assets: Rubis Énergie division | |||
| Acquisition of property, plant and equipment and intangible assets | (108,984) | (232,774) | (107,726) |
| Change in loans and advances granted | 661 | 3,672 | (4,304) |
| Disposal of property, plant and equipment and intangible assets | 5,213 | 4,787 | 2,635 |
| (Acquisition)/disposal of other financial assets | (322) | (81) | 70 |
| Dividends received | 1,439 | 401 | 383 |
| Other cash flows from financing operations | |||
| CASH FLOWS RELATED TO INVESTMENT ACTIVITIES | (293,291) | (296,210) | (108,537) |
(1) The financial statements for the six months to June 30, 2019 take into account the application of IFRS 16 "Leases". The impact of the application of IFRS 16 as of January 1, 2019 is set out in note 1. The 2018 financial statements have not been restated.
(2) Including change in fair value of financial instruments, goodwill (impairment, negative goodwill), etc.
(3) The impact of changes in the scope of consolidation is described in note 3 to the half-yearly consolidated financial statements.
CONSOLIDATED STATEMENT OF CASH FLOWS
| Continued | ||||
|---|---|---|---|---|
| (in thousands of euros) | Notes 06/30/2019(1) | 12/31/2018 | 06/30/2018 | |
| Capital increase | 12 | 134,109 | 158,783 | 158,831 |
| (Acquisition)/disposal of treasury shares | 526 | (798) | (781) | |
| Borrowings issued | 14.1 | 443,859 | 294,909 | 168,730 |
| Borrowings repaid | 14.1 | (165,265) | (356,119) | (202,163) |
| Repayment of lease liabilities | 14.1 | (8,845) | ||
| Net interest paid(4) | (11,760) | (20,954) | (9,093) | |
| Dividends payable | (109,284) | (169,265) | (86,166) | |
| Dividends payable to non-controlling interests | (8,712) | (15,176) | (8,498) | |
| Acquisition of financial assets: Rubis Énergie division | ||||
| Disposal of financial assets: Rubis Énergie division | 5,662 | |||
| Acquisition of financial assets: Rubis Terminal division | ||||
| Disposal of financial assets: Rubis Terminal division | ||||
| Other cash flows from financing operations | (1) | |||
| CASH FLOWS RELATED TO FINANCING ACTIVITIES | 274,628 | (102,959) | 20,860 | |
| Impact of exchange rate changes | (3,996) | 4,348 | 6,554 | |
| Impact of change in accounting principles | ||||
| CHANGE IN CASH AND CASH EQUIVALENTS | 93,548 | (69,333) | 117,172 | |
| Cash flow from continuing operations | ||||
| Opening cash and cash equivalents(5) | 755,969 | 825,302 | 825,302 | |
| Change in cash and cash equivalents | 93,548 | (69,333) | 117,172 | |
| Closing cash and cash equivalents(5) | 849,517 | 755,969 | 942,474 | |
| Financial debt excluding lease liabilities | 14.1 | (1,753,851) | (1,449,599) | (1,487,395) |
| Cash and cash equivalents net of financial debt | 14.2 | (904,334) | (693,630) | (544,921) |
(4) Net financial interest paid includes the impacts related to restatements of leases (IFRS 16).
(5) Cash and cash equivalents net of bank overdrafts.
(*) Breakdown of the impact of change in working capital:
| Impact of change in working capital | (156,323) |
|---|---|
| Impact of change in trade and other payables | (72,112) |
| Impact of change in trade and other receivables | (85,054) |
| Impact of change in inventories and work in progress | 843 |
NOTES TO THE 2019 HALF-YEARLY CONSOLIDATED FINANCIAL STATEMENTS
1. ACCOUNTING POLICIES
The Group's financial statements for the 6 months to June 30, 2019 were finalized by the Board of Management on September 10, 2019, and approved by the Supervisory Board on September 11, 2019.
The condensed consolidated financial statements for the first half of 2019 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 of 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, 2018. With the exception of specific provisions of IAS 34 and the new standards applicable as of January 1, 2019, as listed below, the accounting policies applied in the preparation of the condensed interim consolidated financial statements for the 6 months to June 30, 2019 are identical to those applied for the annual consolidated financial statements for the year ended December 31, 2018 and described in note 2 and the subsequent notes to the consolidated financial statements provided in the 2018 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 2018 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 2019.
Standards, interpretations and amendments applicable as of January 1, 2019
The following standards, interpretations and amendments, published in the Official Journal of the European Union as of the closing date, were applied for the first time in 2019:
| Standard/Interpretation | Date of mandatory application |
|
|---|---|---|
| IFRS 9 "Financial Instruments" | New standard concerning the recognition and measurement of financial instruments – hedging component |
January 1, 2019 |
| IFRS 16 "Leases" | New standards concerning the recognition of leases | January 1, 2019 |
| IFRIC 23 "Uncertainty over Income Tax Treatments" |
Clarifications regarding the accounting for contingencies in respect of income taxes |
January 1, 2019 |
| Amendments to IAS 19 | Plan Amendment, Curtailment or Settlement J | January 1, 2019 |
| Amendments to IAS 28 | Long-term Interests in associates and joint ventures | January 1, 2019 |
| Annual improvements (2015-2017 cycle) Annual improvements to IFRS 2015-2017 cycle (standards concerned: IFRS 3, IFRS 11, IAS 12 and IAS 23) |
January 1, 2019 |
The impacts related to the first-time application of IFRS 16 "Leases" and IFRS 9 "Financial Instruments" are described below. The first-time application of the other standards, interpretations and amendments did not have a material impact on the Group's financial statements.
IFRS 16 "Leases"
The Group has applied IFRS 16 "Leases" since January 1, 2019.
Previously, each lease was qualified as either a finance lease or an operating lease, with a specific accounting treatment for each category. Under IFRS 16, all leases are now recognized via the recognition of a right-of-use asset and a liability corresponding to the present value of future payments. Right-to-use assets are amortized on a straight-line basis over the non-cancellable term of the lease.
Accordingly, in the income statement, tenants record an amortization charge for the right-of-use asset and an interest expense. When leases are denominated in currencies other than the functional currency, the revaluation of the lease liability at the closing rate generates an unrealized translation adjustment recognized in financial income.
In the cash flow statement, cash flows related to financing activities now include the repayment of the lease liability and the corresponding interest expense.
Transition arrangements adopted by the Group
The Group elected to apply the modified retrospective transition method. This consists in recognizing the cumulative effect of the initial application as an adjustment to opening shareholders' equity by considering that the asset represented by the right of use is equal to the amount of the lease obligations, adjusted by the amount of the rent paid, benefits received from the lessors and, where applicable, restoration costs.
The following simplification measures were applied in the transition:
- leases with a remaining term of less than 12 months as of January 1, 2019 did not give rise to the recognition of an asset or liability;
- the discount rates applied as of the transition date are based on the Group's incremental borrowing rate plus a spread to reflect the specific economic environments of each country. These discount rates were determined taking into account the remaining terms of the relevant leases from the date of first-time application, i.e. January 1, 2019.
The Group has continued to apply these simplification measures for leases signed after the date of first application.
The Group applies the exemption provided for in IAS 12, under which it is permitted not to recognize deferred tax at the effective date of the lease, since the accounting entries have no effect on the income statement at that date. By contrast, deferred taxes are recognized after the effective date of the lease in respect of temporary differences between carrying amounts and tax values.
Reconciliation of liabilities relating to operating leases as of January 1, 2019
| (in thousands of euros) | |
|---|---|
| Amount of liabilities relating to operating leases as of January 1, 2019 | 283,536 |
| Leases not falling within the scope of IFRS 16 or benefiting from exemption | (9,015) |
| Flow-related difference not included in lease liabilities | (23,856) |
| of which difference related to the determination of the term | (1,684) |
| of which difference in the measurement of rents | (189) |
| of which other differences* | (21,983) |
| Lease liability before discounting | 250,665 |
| Effect of discounting | (74,035) |
| Lease liability after discounting | 176,630 |
| Finance leases existing as of the transition date | 3,173 |
| Amount of lease liabilities as of January 1, 2019 | 179,803 |
* corresponds mainly to off-balance sheet commitments wrongly transcribed in local currency instead of euros.
Impacts of the first-time application on the 2019 financial statements:
As of January 1, 2019, the Group recognized a right-of-use asset of €185,009 thousand and a lease liability of €179,803 thousand. Rubis Terminal's port lease rights in Rouen and Dunkerque, previously recorded as intangible assets (note 4.3 to the consolidated financial statements of the 2018 Registration Document), were cancelled through equity.
Assets and liabilities related to finance leases existing as of December 31, 2018 have been reclassified.
The impact of the first-time application of IFRS 16 on the balance sheet as of January 1, 2019 can be summarized as follows:
| Impact of the | |||
|---|---|---|---|
| 12/31/2018 | transition to | 1/1/2019 | |
| (in thousands of euros) | (reported) | IFRS 16 | (restated) |
| Intangible assets | 34,349 | (2,319) | 32,030 |
| Property, plant and equipment | 1,588,105 | (2,562) | 1,585,543 |
| Property, plant and equipment – right-of-use assets | 185,009 | 185,009 | |
| Other current assets | 19,494 | (5,863) | 13,631 |
| Shareholders' equity, Group share | 2,196,787 | (2,306) | 2,194,481 |
| Non-controlling interests | 137,230 | (13) | 137,217 |
| Total consolidated shareholders' equity | 2,334,017 | (2,319) | 2,331,698 |
| Current and non-current borrowings and financial debt | 1,449,599 | (3,173) | 1,446,426 |
| Lease liabilities (current and non-current) | 179,803 | 179,803 | |
| Trade and other payables | 526,849 | (46) | 526,803 |
IFRS 9 – Financial Instruments (hedging component)
The Group has applied the hedging component of IFRS 9 for the first time. The impact of the change of standard on currency, interest rate and commodity hedging transactions is immaterial (less than €0.5 million).
IFRIC 23 – Uncertainty over Income Tax Treatments
IFRIC 23 clarifies the application of the provisions of IAS 12 Income Taxes as regards recognition and measurement where there is uncertainty about the treatment of income taxes. The application of this interpretation did not have an impact on the measurement of the Group's current or deferred taxes.
Standards, interpretations and amendments for which early application may be chosen
The Group has not opted for the early adoption of the following standards, interpretations and amendments, the application of which is not mandatory as of June 30, 2019:
| Standard/Interpretation | Date of mandatory application subject to adoption by the EU |
|
|---|---|---|
| Amendments to IFRS 3 | Definition of a business | January 1, 2020 |
| IFRS 17 | Insurance contracts | January 1, 2021 |
| Amendments to IAS 1 and IAS 8 | Definition of "material" | January 1, 2020 |
| Conceptual framework | Revised Conceptual Framework for Financial Reporting (replacing the 2010 framework) |
January 1, 2020 |
2. SCOPE OF CONSOLIDATION AS OF JUNE 30, 2019
The consolidated financial statements for the 6 months ended June 30, 2019 include the Rubis financial statements and those of its subsidiaries listed in the table below.
| 6/30/2019 | 12/31/2018 | 6/30/2019 | 12/31/2018 | |||
|---|---|---|---|---|---|---|
| % | % | % | % | Consolidation | ||
| Name | Head Office | control | control | interest | interest | method |
| Rubis | 46, rue Boissière 75116 Paris SIREN: 784 393 530 |
Parent | Parent | Parent | Parent | |
| Rubis Patrimoine | 46, rue Boissière 75116 Paris SIREN: 319 504 106 |
100.00% | 100.00% | 100.00% | 100.00% | FC |
| Coparef | 46, rue Boissière 75116 Paris SIREN: 309 265 965 |
100.00% | 100.00% | 100.00% | 100.00% | FC |
| Cimarosa | 46, rue Boissière 75119 Paris – France SIREN: 844 648 691 |
100.00% | 100.00% | 100.00% | 100.00% | FC |
| Rubis Terminal | 33, av. de Wagram 75017 Paris SIREN: 775 686 405 |
99.44% | 99.44% | 99.44% | 99.44% | FC |
| CPA | 33, av. de Wagram 75017 Paris SIREN: 789 034 915 |
100.00% | 100.00% | 99.44% | 99.44% | FC |
| Rubis Terminal Dunkerque |
33, av. de Wagram 75017 Paris SIREN: 801 044 645 |
90.00% | 90.00% | 89.50% | 89.50% | FC |
| Stockbrest | ZI Portuaire St Marc 29200 Brest SIREN: 394 942 940 |
100.00% | 100.00% | 99.44% | 99.44% | FC |
| 6/30/2019 | 12/31/2018 | 6/30/2019 | 12/31/2018 | |||
|---|---|---|---|---|---|---|
| % | % | % | % | Consolidation | ||
| Name | Head Office | control | control | interest | interest | method |
| Société du Dépôt de Saint-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 |
62.50% | 62.50% | 33.35% | 33.35% | FC |
| Société Européenne de Stockage |
SIREN: 648 501 260 28, rue de Rouen 67000 Strasbourg-Robertsau |
53.66% | 53.66% | 53.36% | 53.36% | FC |
| Dépôt Pétrolier de La | SIREN: 304 575 194 33, av. de Wagram |
75.00% | 75.00% | 74.61% | 74.61% | FC |
| Corse | 75017 Paris SIREN: 652 050 659 |
|||||
| Wagram Terminal | 33, av. de Wagram 75017 Paris SIREN: 509 398 749 |
78.30% | 78.30% | 77.86% | 77.86% | FC |
| Zeller | 8, rue Ellenhard 67000 Strasbourg SIREN: 702 006 297 |
50.00% | 50.00% | 49.72% | 49.72% | JV (EM) |
| 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 | Prins Bernhardplein 200 1097 JB Amsterdam the Netherlands |
100.00% | 100.00% | 99.44% | 99.44% | FC |
| Rubis Terminal Petrol Ticaret ve Sanayi A.Ş. |
Büyükdere Caddesi N°127 Astoria Kuleleri A Block Kat: 26-27 34394 Esentepe Istanbul |
100.00% | 100.00% | 99.44% | 99.44% | FC |
| Rubis Énergie | Turkey 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, Terrasse 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 76700 Gonfreville-l'Orcher SIREN: 353 646 250 |
65.00% | 65.00% | 65.00% | 65.00% | FC |
| 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 76700 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 |
| 6/30/2019 | 12/31/2018 | 6/30/2019 | 12/31/2018 | |||
|---|---|---|---|---|---|---|
| % | % | % | % | Consolidation | ||
| Name | Head Office | control | control | interest | interest | method |
| 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 (merger) | Bremblens (VD) Switzerland |
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 Seixal Sociedade de Distribuição de Gàs S.A. Sodigas Funchal (merger) |
Lagoas Park Edificio 11, Piso 1 2740 - 270 Porto Salvo Oeiras Portugal Caminho do Passeio, n° 17 IIha da Madeira - Funchal Sao Martinho 9000-235 Funchal Portugal |
100.00% | 100.00% | 100.00% | 100.00% | FC |
| Sodigas Açores | Lagoas Park, Edificio 11, Piso 1 2740 - 270 Porto Salvo Oeiras Portugal |
100.00% | 100.00% | 100.00% | 100.00% | FC |
| Sodigas Braga | Rua Rio Mau, N06 4 700-760 Panoias Portugal |
100.00% | 100.00% | 100.00% | 100.00% | FC |
| Spelta – Produtos Petrolíferos, SA |
Rua Achada Diogo Dias, n.º 2 9135-401 Santa Cruz, Funchal Portugal |
100.00% | 100.00% | FC | ||
| Vitogas España S.A. | Avda. Baix Llobregat 1-3, 2A Poligono Industrial Màs Blau II Barcelona Spain |
100.00% | 100.00% | 100.00% | 100.00% | FC |
| Fuel Supplies Channel Islands Ltd (FSCI) |
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 |
| 6/30/2019 | 12/31/2018 | 6/30/2019 | 12/31/2018 | |||
|---|---|---|---|---|---|---|
| % | % | % | % | Consolidation | ||
| Name | Head Office | control | control | interest | interest | method |
| Lasfargaz | Immeuble n° 7 Ghandi Mall Boulevard Ghandi 20380 Casablanca Morocco |
82.89% | 82.89% | 82.89% | 82.89% | FC |
| Kelsey Gas Ltd | 1st Floor Standard Chartered Tower, 19 Cybercity Ebene Republic of Mauritius |
100.00% | 100.00% | 100.00% | 100.00% | FC |
| Vitogaz Madagascar | 122, rue Rainandriamampandry Faravohitra - BP 3984 Antananarivo 101 Madagascar |
100.00% | 100.00% | 100.00% | 100.00% | FC |
| Eccleston Co Ltd | 1st 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 |
100.00% | 100.00% | 100.00% | 100.00% | FC |
| Gazel | Union of the Comoros Islands 122, rue Rainandriamampandry Faravohitra - BP 3984 Antananarivo 101 Madagascar |
49.00% | 49.00% | 49.00% | 49.00% | FC |
| Rubis Antilles Guyane | Tour Franklin 100, Terrasse Boieldieu 92800 Puteaux SIREN: 542 095 591 |
100.00% | 100.00% | 100.00% | 100.00% | FC |
| Stocabu | L'avenir du Morne Caruel Route des Abymes 97139 Abymes (Guadeloupe) SIREN: 388 112 054 |
50.00% | 50.00% | 50.00% | 50.00% | JO |
| 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 |
| Société Anonyme de la Raffinerie des Antilles (SARA) |
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 (SRPP) |
Tour Franklin 100, Terrasse Boieldieu 92800 Puteaux SIREN: 310 837 190 |
100.00% | 100.00% | 100.00% | 100.00% | FC |
| Société d'importation et de distribution de Gaz liquéfiés dans l'océan Indien (Sigloi) |
Tour Franklin 100, Terrasse Boieldieu 92800 Puteaux SIREN: 310 879 598 |
100.00% | 100.00% | 100.00% | 100.00% | FC |
| Rubis Energy Bermuda Ltd |
2, Ferry Road Saint George's GE 01 Bermuda |
100.00% | 100.00% | 100.00% | 100.00% | FC |
| 6/30/2019 | 12/31/2018 | 6/30/2019 | 12/31/2018 | |||
|---|---|---|---|---|---|---|
| Name | Head Office | % control |
% control |
% interest |
% interest |
Consolidation method |
| Sinders Ltd | 2, Ferry Road | 100.00% | 100.00% | 100.00% | 100.00% | FC |
| Bermuda Gas & Utility Company Ltd |
Saint George's GE 01 Bermuda 2, Ferry Road Saint George's GE 01 |
100.00% | 100.00% | 100.00% | 100.00% | FC |
| Rubis Eastern Caribbean SRL |
Bermuda One Rubis Plaza Welches St James BB 23027 |
100.00% | 100.00% | 100.00% | 100.00% | FC |
| Rubis Caribbean Holdings Inc. |
Barbados One Rubis Plaza Welches St James BB 23027 Barbados |
100.00% | 100.00% | 100.00% | 100.00% | FC |
| Rubis West Indies Ltd | 10 Finsbury Square London EC2A 1AF United Kingdom |
100.00% | 100.00% | 100.00% | 100.00% | FC |
| Rubis Guyana Inc. | Ramsburg, Providence East Bank Demerara, Guyana |
100.00% | 100.00% | 100.00% | 100.00% | FC |
| Rubis Bahamas Ltd | H&J Corporate Services Ocean center, Montague Foreshore, East Bay Street PO Box SS 19084 Nassau the Bahamas |
100.00% | 100.00% | 100.00% | 100.00% | FC |
| Rubis Cayman Islands Ltd |
H&J Corporate Services Cayman Ltd P.O. PO Box 866, 5th Floor Anderson Square, George Town, Grand Cayman KY1 - 1103 Cayman Islands |
100.00% | 100.00% | 100.00% | 100.00% | FC |
| Rubis Turks & Caicos Ltd Caribbean Management Services Ltd 122 Blue Mountain Road P.O. Box 127, Providenciales, |
100.00% | 100.00% | 100.00% | 100.00% | FC | |
| Rubis Energy Jamaica Ltd 236 Windward Road | Turks and Caicos Islands TKCA 1ZZ Rockfort, Kingston 2 in the Parish of Kingston Jamaica |
100.00% | 100.00% | 100.00% | 100.00% | FC |
| Easigas (Pty) Ltd | Gate 5, Hibiscus Road Alrode 1451 Gauteng South Africa |
55.00% | 55.00% | 55.00% | 55.00% | FC |
| Easigas Botswana (Pty) Ltd |
Acumen Park, Plot 50370, Fairground Office Park, PO Box 1157, Gaborone Botswana |
55.00% | 55.00% | 55.00% | 55.00% | FC |
| Easigas Swaziland (Pty) Ltd |
PO Box 24 Mbabane H100 Swaziland 7441 |
55.00% | 55.00% | 55.00% | 55.00% | FC |
| Easigas Lesotho (Pty) Ltd 2nd Floor, Metropolitan Life Building Kingsway PO Box 1176 Maseru Lesotho |
55.00% | 55.00% | 55.00% | 55.00% | FC | |
| European Railroad Established Services (Eres) |
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 |
| Ringardas Nigeria Ltd | 49 Mamman Nasir Street Asokoro Abuja Nigeria |
100.00% | 100.00% | 100.00% | 100.00% | FC |
| 6/30/2019 | 12/31/2018 | 6/30/2019 | 12/31/2018 | |||
|---|---|---|---|---|---|---|
| % | % | % | % | Consolidation | ||
| Name | Head Office | control | control | interest | interest | method |
| European Railroad | Zone des Hydrocarbures | 100.00% | 100.00% | 100.00% | 100.00% | FC |
| Established Services SA (Eres Sénégal) |
Port Autonome de Dakar Mole 8 BP 844 - Dakar |
|||||
| Senegal | ||||||
| European Railroad | Established Services de Lomé Togo | 100.00% | 100.00% | 100.00% | 100.00% | FC |
| Established Services | SA | |||||
| Togo SA (Eres Togo) | Route C4 – BP 9124 | |||||
| Lomé Togo | ||||||
| Eres Cameroun | Quartier Akwa | 100.00% | 100.00% | 100.00% | 100.00% | FC |
| Immeuble Ancien Amacam BP 3791 - Douala |
||||||
| Republic of Cameroon | ||||||
| REC Bitumen SRL | One Rubis Plaza Welches | 100.00% | 100.00% | 100.00% | 100.00% | FC |
| St James BB 23027 | ||||||
| Barbados | ||||||
| Bahama Blue Shipping | One Rubis Plaza Welches | 100.00% | 100.00% | FC | ||
| Company | St James BB 23027 | |||||
| Pickett Shipping Corp. | Barbados Via España n° 122 |
100.00% | 100.00% | 100.00% | 100.00% | FC |
| Torre Delta | ||||||
| Piso 14 Apartado 0823-05658 | ||||||
| Panama | ||||||
| Republic of Panama | ||||||
| Blue Round Shipping | Via España n° 122 | 100.00% | 100.00% | 100.00% | 100.00% | FC |
| Corp. | Torre Delta | |||||
| Piso 14 Apartado 0823-05658 Panama |
||||||
| Republic of Panama | ||||||
| Saunscape International | Via España n° 122 | 100.00% | 100.00% | 100.00% | 100.00% | FC |
| Inc. | Torre Delta | |||||
| Piso 14 Apartado 0823-05658 | ||||||
| Panama | ||||||
| Maroni Shipping SA | Republic of Panama Via España n° 122 |
100.00% | 100.00% | 100.00% | 100.00% | FC |
| Torre Delta | ||||||
| Piso 14 Apartado 0823-05658 | ||||||
| Panama | ||||||
| Republic of Panama | ||||||
| Biskra Shipping SA | Via España n° 122 | 100.00% | 100.00% | 100.00% | 100.00% | FC |
| Torre Delta Piso 14 Apartado 0823-05658 |
||||||
| Panama | ||||||
| Republic of Panama | ||||||
| Atlantic Rainbow | c/o Rosas Y Rosas | 100.00% | 100.00% | 100.00% | 100.00% | FC |
| Shipping Company SA | Via España n° 122 | |||||
| Torre Delta | ||||||
| Piso 14 Apartado 0823-05658 Panama |
||||||
| Republic of Panama | ||||||
| Woodbar CO Ltd | c/o Interface International Ltd | 85.00% | 85.00% | 85.00% | 85.00% | FC |
| 9th Floor Standard Chartered Tower | ||||||
| 19 Cybercity Ebene | ||||||
| Republic of Mauritius | ||||||
| Rubis Énergie Djibouti | Avenue Georges Pompidou BP 153 |
85.00% | 85.00% | 85.00% | 85.00% | FC |
| Djibouti | ||||||
| Republic of Djibouti |
| 6/30/2019 | 12/31/2018 | 6/30/2019 | 12/31/2018 | |||
|---|---|---|---|---|---|---|
| % | % | % | % | Consolidation | ||
| Name | Head Office | control | control | interest | interest | method |
| Distributeurs Nationaux SA (Dinasa) |
2 rue Jean Gilles Route de l'Aéroport Delmas Port au Prince Haiti |
100.00% | 100.00% | 100.00% | 100.00% | FC |
| Chevron Haïti Inc. | c/o Coverdale Trust Services Limited 30 De Castro Street PO Box 4519 Road Town Tortola British Virgin Islands VG 1110 |
100.00% | 100.00% | 100.00% | 100.00% | FC |
| Société de Distribution de Gaz (Sodigaz) |
2 rue Jean Gilles Route de l'Aéroport Delmas Port au Prince Haiti |
100.00% | 100.00% | 100.00% | 100.00% | FC |
| Terminal Gazier de Varreux |
Route de Varreux Port au Prince Haiti |
50.00% | 50.00% | 50.00% | 50.00% | JO |
| RBF Marketing Ltd | 236 Windward Road Rockfort, Kingston 2 in the Parish of Kingston Jamaica |
100.00% | 100.00% | 100.00% | 100.00% | FC |
| Galana Distribution Pétrolière Company Ltd |
1st Floor, Standard Chartered Tower, 19, Cibercity, Ebene, Republic of Mauritius |
100.00% | 100.00% | 100.00% | 100.00% | FC |
| Galana Distribution | Immeuble Pradon Trade Centre, | 90.00% | 90.00% | 90.00% | 90.00% | FC |
| Pétrolière SA | Antanimena, 101 Antananarivo Madagascar |
|||||
| Galana Raffinerie Terminal Company Ltd |
1st Floor, Standard Chartered Tower, 19, Cibercity, Ebene, Republic of Mauritius |
100.00% | 100.00% | 100.00% | 100.00% | FC |
| Galana Raffinerie et Terminal SA |
Immeuble Pradon Trade Centre, Antanimena, 101 Antananarivo Madagascar |
90.00% | 90.00% | 90.00% | 90.00% | FC |
| Plateforme Terminal Pétrolier SA |
Immeuble Pradon Trade Centre, Antanimena, 101 Antananarivo Madagascar |
80.00% | 80.00% | 80.00% | 80.00% | FC |
| Rubis Middle East Supply DMCC |
Unit No: AG-34-L AG Tower, Plot No.: JLT-PH1-L1A Jumeirah Lake Tower, Dubai United Arab Emirates |
100.00% | 100.00% | 100.00% | 100.00% | FC |
| RAME Rubis Asphalt Middle East DMCC |
Unit No: AG-34-L AG Tower, Plot No.: JLT-PH1-L1A Jumeirah Lake Tower, Dubai United Arab Emirates |
100.00% | 100.00% | 100.00% | 100.00% | FC |
| Recstar Middle East DMCC |
Unit No: AG-26-L, AG Tower, Plot No.: JLT-PH1-I1A Jumeirah Lakes Towers, Dubai United Arab Emirates |
100.00% | 100.00% | 100.00% | 100.00% | FC |
| Maritec Tanker Management Private Ltd |
604, Vakratunda Corporate Park Goregaon (East) Mumbai – 400 063 India |
100.00% | 100.00% | 100.00% | 100.00% | FC |
| KenolKobil PLC | Avenue 5 Building Rose Avenue, Kilimani P.O. Box 44202 or 30322, 00100 GPO Nairobi Kenya |
100.00% | 100.00% | FC |
| 6/30/2019 | 12/31/2018 | 6/30/2019 | 12/31/2018 | |||
|---|---|---|---|---|---|---|
| % | % | % | % | Consolidation | ||
| Name | Head Office | control | control | interest | interest | method |
| Kobil Petroleum Limited c/o The Corporation Trust Company | 100.00% | 100.00% | FC | |||
| Corporation Trust Center | ||||||
| 1209 Orange Street | ||||||
| Wilmington, DE 19801 | ||||||
| New Castle County | ||||||
| United States | ||||||
| Kobil Burundi SA | Quartier Industriel 08, Av. Rivage | 100.00% | 100.00% | FC | ||
| B.P. 466 Bujumbura | ||||||
| Burundi | ||||||
| Kobil Ethiopia Ltd | Addis Abada | 100.00% | 100.00% | FC | ||
| Kirkos Sub City | ||||||
| Woreda 04 – House number 030 | ||||||
| Ethiopia | ||||||
| Kobil Petroleum Rwanda | Byumba Road | 100.00% | 100.00% | FC | ||
| Ltd | Gatsata | |||||
| B.P. 6074 - Kigali | ||||||
| Rwanda | ||||||
| Kobil Uganda Ltd | Plot N°4 Wankulukuku Road | 100.00% | 100.00% | FC | ||
| Nalukulango, Industrial Area | ||||||
| P.O. Box 27478 - Kampala | ||||||
| Uganda | ||||||
| Kobil Zambia Ltd | Plot N°1630 | 100.00% | 100.00% | FC | ||
| Malambo Road | ||||||
| P.O. Box 320089 - Lusaka | ||||||
| Zambia | ||||||
| Rubis Énergie Zimbabwe | Kudenga House | 100.00% | 100.00% | FC | ||
| (Private) Ltd | 3 Baines Avenue, Harare | |||||
| Zimbabwe | ||||||
| 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.
Similarly, Rubis Energia Portugal currently holds unconsolidated investments in an insignificant amount.
3. CHANGES IN THE SCOPE OF CONSOLIDATION
Only the most material transactions are set out below.
3.1. ACQUISITION OF KENOLKOBIL PLC
In October 2018, the Group acquired 24.99% of KenolKobil Plc, and announced its intention of launching a takeover bid on the remaining capital. This transaction was recorded in "Other financial assets" as of December 31, 2018.
On January 10, 2019, following the approval received from the Financial Markets Authority of Kenya, the Group announced its offer to buy all KenolKobil Plc shares at a price of 23 Kenyan shillings per share.
The offer closed on February 18, 2019. A total of 97.6% of outstanding shares were tendered, and the Group launched a procedure allowing it to buy out the residual shares at a price of 23 Kenyan shillings.
KenolKobil, the leading distributor of petroleum products in Kenya, also operates in Burundi, Ethiopia, Uganda, Rwanda and Zambia.
The new subsidiaries have made a positive contribution to the Group's earnings since April 1, 2019, when they were fully consolidated.
The fair values of the main net asset items acquired are summarized below:
| (in thousands of euros) | April 1, 2019 |
|---|---|
| Goodwill | 196,966 |
| Fixed assets | 77,114 |
| Inventories | 127,831 |
| Trade and other receivables | 77,268 |
| Cash and cash equivalents | 69,635 |
The fair value of the assets acquired and liabilities assumed is subject to change in the 12 months following the acquisition (April 1, 2019).
3.2. ACQUISITION OF ACTIVITIES IN THE AZORES AND MADEIRA
At the end of December 2018, the Group took over Repsol's LPG distribution business in the Azores and Madeira after a 15-month investigation by the local competition authority.
In view of the late date of the approval, the securities of the non-consolidated entities were recorded in the balance sheet under "Other financial assets".
The acquisition was finalized during the first half of 2019.
The competition authority imposed the resale of certain assets to avoid allowing the Group to assume a dominant position. The resulting transactions were carried out without any material impact on the Group's half-yearly results.
4. SUMMARY SEGMENT INFORMATION
In accordance with IFRS 8, operating segments are those examined by the Group's main operational decision-makers (the Top Managers).
Information by business segment
| Rubis | |||||
|---|---|---|---|---|---|
| 6/30/2019 (in thousands of euros) |
Rubis Terminal |
Rubis Énergie |
Support and Services |
Parent company |
Total |
| Sales revenue | 143,964 | 2,133,558 | 449,101 | 2,726,623 | |
| EBITDA | 41,547 | 220,246 | 62,250 | (11,440) | 312,603 |
| EBIT | 23,534 | 175,576 | 50,946 | (11,907) | 238,149 |
| Operating income after profit/loss from joint ventures |
24,600 | 168,600 | 52,337 | (11,953) | 233,584 |
| Net income | 15,317 | 115,986 | 43,321 | (8,744) | 165,880 |
| Capital expenditure | 29,121 | 50,030 | 28,636 | 1,197 | 108,984 |
| Rubis | |||||
|---|---|---|---|---|---|
| 6/30/2018 (in thousands of euros) |
Rubis Terminal |
Rubis Énergie |
Support and Services |
Parent company |
Total |
| Sales revenue | 167,133 | 1,650,971 | 584,394 | 36 | 2,402,534 |
| EBITDA | 36,446 | 180,235 | 52,057 | (10,752) | 257,986 |
| EBIT | 20,695 | 150,100 | 42,027 | (11,075) | 201,747 |
| Operating income after profit/loss from joint | |||||
| ventures | 22,125 | 136,124 | 37,406 | (11,075) | 184,580 |
| Net income | 14,747 | 102,709 | 28,248 | (9,367) | 136,337 |
| Capital expenditure | 28,747 | 44,498 | 33,585 | 896 | 107,726 |
Information by region
6/30/2019
| (in thousands of euros) | Europe | Caribbean | Africa | Total |
|---|---|---|---|---|
| Sales revenue | 483,776 | 1,351,134 | 891,713 | 2,726,623 |
| EBITDA | 86,634 | 138,225 | 87,744 | 312,603 |
| EBIT | 50,159 | 112,054 | 75,936 | 238,149 |
| Operating income after profit/loss from joint ventures | 45,417 | 113,276 | 74,891 | 233,584 |
| Capital expenditure | 41,897 | 49,751 | 17,336 | 108,984 |
| 6/30/2018 | ||||
| (in thousands of euros) | Europe | Caribbean | Africa | Total |
| Sales revenue | 496,869 | 1,458,331 | 447,334 | 2,402,534 |
| EBITDA | 79,361 | 107,030 | 71,595 | 257,986 |
| EBIT | 51,202 | 86,326 | 64,219 | 201,747 |
| Operating income after profit/loss from joint ventures | 39,457 | 80,872 | 64,251 | 184,580 |
| Capital expenditure | 44,139 | 49,543 | 14,044 | 107,726 |
Information on sales revenue
| Rubis | |||||
|---|---|---|---|---|---|
| 6/30/2019 | Rubis | Rubis | Support and | Parent | |
| (in thousands of euros) | Terminal | Énergie | Services | company | Total |
| Geographic zone | |||||
| Europe | 143,964 | 339,812 | 483,776 | ||
| Caribbean | 908,819 | 442,315 | 1,351,134 | ||
| Africa | 884,927 | 6,786 | 891,713 | ||
| TOTAL | 143,964 | 2,133,558 | 449,101 | 2,726,623 | |
| Products and services | |||||
| Petroleum products, LPG and bitumen | 2,133,558 | 2,133,558 | |||
| Refining | 331,575 | 331,575 | |||
| Trading, supply, transport and services | 70,245 | 117,526 | 187,771 | ||
| Storage | 73,719 | 73,719 | |||
| Other | |||||
| TOTAL | 143,964 | 2,133,558 | 449,101 | 2,726,623 | |
| Rubis | |||||
| 6/30/2018 (in thousands of euros) |
Rubis Terminal |
Rubis Énergie |
Support and Services |
Parent company |
Total |
| Geographic zone | |||||
| Europe | 167,133 | 329,700 | 36 | 496,869 | |
| Caribbean | 881,120 | 577,211 | 1,458,331 | ||
| Africa | 440,151 | 7,183 | 447,334 | ||
| TOTAL | 167,133 | 1,650,971 | 584,394 | 36 | 2,402,534 |
| Products and services | |||||
| Petroleum products, LPG and bitumen | 1,650,971 | 1,650,971 | |||
| Refining | 281,322 | 281,322 | |||
| Trading, supply, transport and services | 95,775 | 303,072 | 398,847 | ||
| Storage | 71,358 | 71,358 | |||
| Other | 36 | 36 |
5. NON-CONTROLLING INTERESTS
The primary non-controlling interests are calculated for the following entities or sub-groups:
SARA
The Group consolidates the 71%-owned SARA using the full consolidation method; the 29% noncontrolling interests are held by Sol Petroleum Antilles SAS.
Easigas entities
The Easigas entities are consolidated using the full consolidation method, with the Group owning an interest of 55%.
Entities of the Rubis Terminal division
Certain entities of the Rubis Terminal division are less than 100% owned (see the consolidation scope in note 2)
Galana group
Some entities of the Galana group in Madagascar are 80% and 90% owned.
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) | 6/30/2019 | 12/31/2018 |
|---|---|---|
| Fixed assets | 143,838 | 134,256 |
| Net financial debt (cash and cash equivalents – liabilities) | (42,501) | (14,125) |
| Current liabilities (including loans due in less than 1 year and short-term bank borrowings) | 135,131 | 157,959 |
| (in thousands of euros) | 6/30/2019 | 6/30/2018 |
| Net revenue | 444,484 | 415,997 |
| Net income | 12,018 | 9,680 |
| Group share | 8,193 | 6,581 |
| Share attributable to non-controlling interests | 3,825 | 3,099 |
| Other comprehensive income | (1,000) | 734 |
| Group share | (710) | 521 |
| Share attributable to non-controlling interests | (290) | 213 |
| Comprehensive income for the period | 11,018 | 10,414 |
| Group share | 7,483 | 7,102 |
| Share attributable to non-controlling interests | 3,535 | 3,312 |
| Dividends paid to non-controlling interests | 6,452 | 6,428 |
| Cash flows related to operations | 12,325 | (52,836) |
| Cash flows related to investing activities | (17,831) | (12,862) |
| Cash flows related to financing activities | (10,647) | 15,761 |
| Change in cash and cash equivalents | (16,153) | (49,937) |
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) | 6/30/2019 | 12/31/2018 |
|---|---|---|
| Fixed assets | 67,075 | 57,114 |
| Net financial debt (cash and cash equivalents – liabilities) | 3,353 | 1,931 |
| Current liabilities (including loans due in less than 1 year and short-term bank borrowings) | 16,733 | 13,768 |
| (in thousands of euros) | 6/30/2019 | 6/30/2018 |
| Net revenue | 59,329 | 62,179 |
| Net income | 5,879 | 5,629 |
| Group share | 3,143 | 3,292 |
| Share attributable to non-controlling interests | 2,736 | 2,337 |
| Other comprehensive income | ||
| Group share | ||
| Share attributable to non-controlling interests | ||
| Comprehensive income for the period | 5,879 | 5,629 |
| Group share | 3,143 | 3,292 |
| Share attributable to non-controlling interests | 2,736 | 2,337 |
| Dividends paid to non-controlling interests | 2,248 | 1,974 |
| Cash flows related to operations | 9,987 | 5,862 |
| Cash flows related to investing activities | (4,004) | (4,778) |
| Cash flows related to financing activities | (4,020) | (4,427) |
| Impact of exchange rate changes | 210 | (175) |
| Change in cash and cash equivalents | 2,173 | (3,518) |
6. INTERESTS IN JOINT OPERATIONS
Group interests in joint operations refer only to Rubis Énergie. These entities were not material as of June 30, 2019.
7. INTERESTS IN JOINT VENTURES
The Group qualifies two partnerships (Rubis Terminal Antwerp and Zeller & Cie) as joint ventures within the meaning of IFRS. Zeller & Cie's contribution is not material for the Group.
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
| (in thousands of euros) | 6/30/2019 | 12/31/2018 |
|---|---|---|
| Current assets | 5,549 | 4,093 |
| Non-current assets | 246,268 | 228,590 |
| TOTAL ASSETS | 251,817 | 232,683 |
| Current liabilities | 131,389 | 132,123 |
| Non-current liabilities | 33,519 | 17,120 |
| TOTAL LIABILITIES | 164,908 | 149,243 |
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) | 6/30/2019 | 12/31/2018 |
|---|---|---|
| Cash and cash equivalents | 908 | 665 |
| Current financial liabilities (excl. trade payables and provisions) | 6,280 | 6,200 |
| Non-current financial liabilities (excl. trade payables and provisions) | 18,000 | 16,100 |
| (in thousands of euros) | 6/30/2019 | 6/30/2018 |
| Net revenue | 15,333 | 15,667 |
| Net income | 3,470 | 4,309 |
| Other comprehensive income | ||
| COMPREHENSIVE INCOME FOR THE PERIOD | 3,470 | 4,309 |
Net income for the period given above includes the following items:
| (in thousands of euros) | 6/30/2019 | 6/30/2018 |
|---|---|---|
| Depreciation expense | (3,626) | (3,197) |
| Interest income and expense | (418) | (374) |
| Income tax | (1,369) | (1,734) |
| (in thousands of euros) | 6/30/2019 | 12/31/2018 |
| Net assets in the joint venture | 86,909 | 83,440 |
| Rubis percentage held in the joint venture | 50% | 50% |
| Goodwill | ||
| Other adjustments | ||
| NET CARRYING AMOUNT OF THE GROUP'S INTEREST IN THE JOINT VENTURE | 43,455 | 41,720 |
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.
| (in thousands of euros) | 12/31/2018 | Changes in consolidation |
Translation differences |
6/30/2019 |
|---|---|---|---|---|
| Bulk liquid storage business (Europe) | 57,446 | 57,446 | ||
| Petroleum products distribution business (Europe) | 238,310 | 25,031 | 898 | 264,239 |
| Petroleum products distribution business (Africa) | 281,231 | 196,966 | (7,127) | 471,070 |
| Petroleum products distribution business (Caribbean) | 403,620 | (32,402) | 371,218 | |
| Support and Services business (Caribbean) | 113,747 | (506) | 113,241 | |
| GOODWILL | 1,094,355 | 221,997 | (39,137) | 1,277,214 |
The main changes in scope recorded during the six-month period (see note 3) are as follows:
- initial consolidation of the KenolKobil group in the amount of €197 million;
- acquisition of new LPG activities in the Azores and Madeira in the amount of €25 million.
8.2. INTANGIBLE ASSETS
| Gross value (in thousands of euros) |
12/31/2018 | 1/1/2019 First-time application of IFRS 16* |
Changes in | consolidation Acquisitions Decreases Reclassifications | Translation differences |
6/30/2019 | ||
|---|---|---|---|---|---|---|---|---|
| Port lease rights (Rubis Terminal) |
2,319 | (2,319) | ||||||
| Other concessions, patents and similar |
||||||||
| rights | 22,090 | 7,365 | 111 | (32) | (44) | (189) | 29,301 | |
| Lease | 1,714 | (37) | 1,677 | |||||
| Other intangible assets | 35,906 | 117 | 2,050 | (157) | 163 | 73 | 38,152 | |
| TOTAL | 62,028 | (2,319) | 7,482 | 2,161 | (189) | 119 | (153) | 69,129 |
| Depreciation | 1/1/2019 First-time application |
Changes in | Translation | |||||
|---|---|---|---|---|---|---|---|---|
| (in thousands of euros) | 12/31/2018 | of IFRS 16* | consolidation | Increases Decreases Reclassifications | differences | 6/30/2019 | ||
| Other concessions, patents and similar |
||||||||
| rights | (7,800) | (3,008) | (780) | 32 | 95 | (11,461) | ||
| Other intangible assets | (19,879) | (116) | (1,179) | 147 | (19) | (21,046) | ||
| TOTAL | (27,679) | (3,124) | (1,959) | 179 | 76 | (32,507) | ||
| NET VALUE | 34,349 | (2,319) | 4,358 | 202 | (10) | 119 | (77) | 36,622 |
* Cancellation through equity (see note 1).
The main changes in the scope of consolidation relate to the consolidation of the KenolKobil group.
9. PROPERTY, PLANT AND EQUIPMENT AND RIGHT-OF-USE ASSETS
9.1. PROPERTY, PLANT AND EQUIPMENT
| Gross value (in thousands of euros) |
12/31/2018 | Change in scope |
Acquisitions | Decreases Reclassifications* | Translation differences |
6/30/2019 | |
|---|---|---|---|---|---|---|---|
| Other property, plant and equipment |
283,485 | 3,747 | 8,796 | (2,363) | 2,641 | (46) | 296,260 |
| Prepayments and down payments on property, plant and equipment |
1,999 | 1,377 | (67) | (78) | 3,231 | ||
| Assets in progress | 155,499 | 3,350 | 68,741 | (180) | (23,739) | (809) | 202,862 |
| Machinery and equipment and tools |
2,161,958 | 20,338 | 20,263 | (7,759) | 9,252 | 1,091 | 2,205,143 |
| Land and buildings | 839,633 | 29,213 | 2,333 | (3,065) | 4,697 | (6,959) | 865,852 |
| TOTAL | 3,442,574 | 56,648 | 101,510 | (13,367) | (7,216) | (6,801) | 3,573,348 |
| Depreciation (in thousands of euros) |
12/31/2018 | Change in scope |
Increases | Decreases | Reclassifications | Translation differences |
6/30/2019 |
| Other property, plant and equipment |
(149,276) | (2,446) | (7,718) | 2,046 | 156 | 467 | (156,771) |
| Facilities and equipment |
(1,334,686) | (9,991) | (44,614) | 5,147 | 4,127 | (814) | (1,380,831) |
| Land and buildings | (370,507) | (10,094) | (10,443) | 2,325 | 37 | 1,234 | (387,448) |
| TOTAL | (1,854,469) | (22,531) | (62,775) | 9,518 | 4,320 | 887 (1,925,050) | |
| NET VALUE | 1,588,105 | 34,117 | 38,735 | (3,849) | (2,896) | (5,914) | 1,648,298 |
* Of which reclassification of assets related to finance leases as right-of-use assets (IFRS 16) in the column "1/1/2019 – First-time application of IFRS 16" in the gross amount of €6.7 million and €4.2 million in amortization.
The main changes in scope are as follows:
- consolidation of the KenolKobil group in the gross amount of €53.2 million and €19.6 million in depreciation;
- acquisition of the LPG businesses in the Azores and Madeira in the gross amount of €3.4 million and €2.9 million in depreciation;
9.2. RIGHT-OF-USE ASSETS (IFRS 16)
| Gross value | 1/1/2019 - First-time application of |
Change | Translation | |||
|---|---|---|---|---|---|---|
| (in thousands of euros) | IFRS 16* | in scope | Acquisitions | Decreases | differences | 6/30/2019 |
| Other property, plant and equipment |
521 | 5 | 83 | (257) | 2 | 354 |
| Transportation equipment | 11,753 | 3 | 1,432 | (17) | 112 | 13,283 |
| Machinery and equipment and tools |
20,150 | (842) | (628) | 18,680 | ||
| Land and buildings | 156,759 | 39,812 | 2,262 | (254) | (3,050) | 195,529 |
| TOTAL | 189,183 | 39,820 | 3,777 | (1,370) | (3,564) | 227,846 |
| Depreciation (in thousands of euros) |
1/1/2019 - First-time application of IFRS 16* |
Change in scope |
Increases | Decreases | Translation differences |
6/30/2019 |
| Other property, plant and equipment |
(192) | (93) | 198 | 1 | (86) | |
| Transportation equipment | (3,234) | 2 | 14 | (3,218) | ||
| Machinery and equipment and tools |
(3,982) | (1,365) | 842 | (10) | (4,515) | |
| Land and buildings | (50) | (8,205) | 86 | (8,169) |
* Of which reclassification of existing finance leases as of December 31, 2018 in the gross amount of €6.7 million and €4.2 million in amortization.
TOTAL (4,174) (50) (12,897) 1,042 91 (15,988) NET VALUE 185,009 39,770 (9,120) (328) (3,473) 211,858
The main changes in the scope of consolidation relate to the consolidation of the KenolKobil group.
10. OTHER FINANCIAL ASSETS AND OTHER CURRENT ASSETS
10.1. OTHER FINANCIAL ASSETS
"Other financial assets" as of June 30, 2019 include:
| Gross value | ||
|---|---|---|
| (in thousands of euros) | 6/30/2019 | 12/31/2018 |
| Equity interests | 6,005 | 78,729 |
| Other receivables from investments | 12,595 | 12,784 |
| Long-term securities | 1,807 | 1,689 |
| Loans, deposits and guarantees | 11,000 | 11,540 |
| TOTAL OTHER FINANCIAL ASSETS | 31,407 | 104,742 |
| Impairment | (1,463) | (1,445) |
| NET VALUE | 29,944 | 103,297 |
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 3 entities in Portugal.
The reduction of non-consolidated equity investments during the half-year reflects the transactions described in section 3 "Changes in consolidation".
Other receivables from investments mainly include advances made to EIGs or joint ventures.
Loans, deposits and guarantees paid correspond essentially to advances made to certain distributors working for the Group and guarantees given to suppliers of petroleum products.
10.2. OTHER CURRENT ASSETS
"Other current assets" as of June 30, 2019 include:
| (in thousands of euros) | 6/30/2019 | 12/31/2018 |
|---|---|---|
| Loans, deposits and guarantees | 837 | 798 |
| GROSS CURRENT FINANCIAL ASSETS | 837 | 798 |
| Impairment | (16) | (16) |
| NET CURRENT FINANCIAL ASSETS | 821 | 782 |
| Fair value of financial instruments | 66 | 214 |
| Prepaid expenses | 22,357 | 18,498 |
| CURRENT ASSETS | 22,423 | 18,712 |
| TOTAL OTHER CURRENT ASSETS | 23,244 | 19,494 |
11. EARNINGS PER SHARE
| Earnings per share | ||
|---|---|---|
| (in thousands of euros) | 6/30/2019 | 6/30/2018 |
| Consolidated net income, Group share | 156,556 | 129,038 |
| Number of shares at the beginning of the period | 96,812,374 | 93,867,110 |
| Company savings plan | 15,392 | 11,959 |
| Equity line | 117,260 | 392,466 |
| Preferential subscription rights | 3,573 | |
| Dividend in shares | ||
| Preferred shares | ||
| Free shares | 1,080,906 | 976,344 |
| Average number of stock options | ||
| Average number of shares (including stock options) | 98,025,933 | 95,251,451 |
| DILUTED EARNINGS PER SHARE (in euros) | 1.60 | 1.35 |
| UNDILUTED EARNINGS PER SHARE (in euros) | 1.61 | 1.37 |
12. SHAREHOLDERS' EQUITY
As of June 30, 2019, the share capital consisted of 100,085,816 shares (of which 2,740 preferred shares), fully paid up, with a par value of €1.25 each, i.e. a total amount of €125,107 thousand.
The various transactions impacting the share capital in the period are set out in the table below:
| Share premium | |||
|---|---|---|---|
| Number of | (in thousands of | (in thousands of | |
| shares | euros) | euros) | |
| AS OF JANUARY 1, 2019 | 96,813,744 | 121,017 | 1,350,696 |
| Payment of the dividend in shares | 2,728,019 | 3,410 | 105,874 |
| Free shares | |||
| Company savings plan | 144,053 | 180 | 5,212 |
| Equity line | 400,000 | 500 | 19,125 |
| Capital increase expenses | (192) | ||
| Legal reserve allocation | (409) | ||
| As of June 30, 2019 | 100,085,816 | 125,107 | 1,480,306 |
As of June 30, 2019, Rubis held 25,056 treasury shares.
Reconciliation of the capital increase with the statement of cash flows
| Increase in the share capital | 4,090 |
|---|---|
| Increase in issue premiums | 129,610 |
| Reintegration of the allocation to the legal reserve | 409 |
| Change in receivables related to called but unpaid capital | |
| Capital increase in the statement of cash flows | 134,109 |
13. FREE SHARES
The terms of the free share plans outstanding as of June 30, 2019 are set out in the tables below:
| FREE SHARES Date of the Board of Management meeting |
Outstanding as of 12/31/2018 |
Rights issued |
Rights exercised |
Rights canceled |
Outstanding as of 6/30/2019 |
|---|---|---|---|---|---|
| August 18, 2014 | 8,748 | 8,748 | |||
| TOTAL | 8,748 | 8,748 |
| PREFERRED SHARES Date of the Board of Management meeting |
Outstanding as of 12/31/2018 |
Rights issued |
Rights exercised |
Rights canceled |
Outstanding as of 6/30/2019 |
Of which preferred shares acquired but not yet converted into ordinary shares |
|---|---|---|---|---|---|---|
| September 2, 2015 | 2,884 | 2,884 | 2,740 | |||
| July 11, 2016 | 3,864 | (50) | 3,814 | |||
| March 13, 2017 | 1,932 | 1,932 | ||||
| July 19, 2017 | 374 | 374 | ||||
| March 2, 2018 | 345 | 345 | ||||
| March 5, 2018 | 1,157 | 1,157 | ||||
| October 19, 2018 | 140 | 140 | ||||
| January 7, 2019 | 62 | 62 | ||||
| TOTAL | 10,696 | 62 | (50) | 10,708 | 2,740 |
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
| (in thousands of euros) | 12/31/2018 | 1/1/2019 First-time application of IFRS 16 |
Changes in consolidation |
Issue Repayment | Translation differences 6/30/2019 |
||
|---|---|---|---|---|---|---|---|
| Current and non-current borrowings and financial debt |
1,449,599 | (3,173) | 35,836 | 438,873 | (164,996) | (2,288) | 1,753,851 |
| Lease liabilities (current and non-current) |
179,803 | 39,061 | 8,060 | (8,845) | (3,693) | 214,386 | |
| TOTAL | 1,449,599 | 176,630 | 74,897 | 446,933 | (173,841) | (5,981) | 1,968,237 |
The main changes in the scope of consolidation relate to the consolidation of the KenolKobil group (see note 3).
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
| (in thousands of euros) | 6/30/2019 | 12/31/2018 |
|---|---|---|
| Current and non-current borrowings and financial debt | 1,753,851 | 1,449,599 |
| Cash | 701,091 | 610,692 |
| Investment and other securities | 148,426 | 145,277 |
| NET FINANCIAL DEBT (excluding lease liabilities) | 904,334 | 693,630 |
| Lease liabilities (current and non-current) | 214,386 | |
| NET FINANCIAL DEBT | 1,118,720 | 693,630 |
14.3. SCHEDULE OF LEASE LIABILITIES
| More than 5 | ||||
|---|---|---|---|---|
| (in thousands of euros) | Less than 1 year | 1 to 5 years | years | 6/30/2019 |
| SCHEDULE OF LEASE LIABILITIES | 19,475 | 60,144 | 134,767 | 214,386 |
Other information relating to leases (IFRS 16)
As of June 30, 2019, the amount of rent paid (restated leases and exempted leases) totaled €39.5 million.
Rents not restated as of June 30, 2019 break down as follows:
- rents exempted (remaining term of less than 12 months or low unit value) of €21.7 million;
- variable portion of rents of €4.3 million.
15. PROVISIONS
| Non-current (in thousands of euros) |
6/30/2019 | 12/31/2018 |
|---|---|---|
| Provisions for contingencies and expenses | 44,386 | 37,497 |
| Provisions for clean-up and asset renovation | 34,185 | 36,169 |
| TOTAL | 78,571 | 73,666 |
Provisions for contingencies and expenses include:
- a provision relating to the Rubis Group's obligation to rebrand some of the assets obtained through its acquisitions, recorded as of June 30, 2019 in the amount of €12 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.
| Changes in | Translation | ||||||
|---|---|---|---|---|---|---|---|
| (in thousands of euros) | 12/31/2018 | consolidation Allowances | Reversals* | Reclassifications | differences | 6/30/2019 | |
| Provisions for contingencies and expenses |
37,497 | 6,264 | 6,467 | (5,734) | (108) | 44,386 | |
| Provisions for clean-up and asset renovation |
36,169 | 601 | (694) | 160 | (2,051) | 34,185 | |
| TOTAL | 73,666 | 6,264 | 7,068 | (6,428) | 160 | (2,159) | 78,571 |
* Of which €1.1 million reversed and unused.
The main changes in scope correspond as follows:
- consolidation of the KenolKobil group in the amount of €1.2 million;
- costs relating to the brand change for the LPG assets acquired in the Azores and Madeira.
16. OTHER OPERATING INCOME AND EXPENSES
"Other operating income and expenses" in the 6 months to June 30, 2019 are set out below:
| (in thousands of euros) | 6/30/2019 | 6/30/2018 |
|---|---|---|
| Income from disposal of property, plant and equipment and intangible assets | 1,265 | (1,535) |
| Strategic acquisition expenses | (6,302) | (504) |
| Other expenses, income and provisions | (1,085) | (18,198) |
| Impact of business combinations and disposals | (512) | 873 |
| TOTAL | (6,634) | (19,364) |
In the six months to June 30, 2018, other expenses amounted to €18.3 million and reflected probable costs related to the divestment of activities in Iran.
Strategic acquisition costs chiefly reflect the acquisition of the KenolKobil group.
17. TRANSACTIONS WITH RELATED PARTIES
There was no significant variation in the nature of transactions with related parties in the first half of 2019 compared with December 31, 2018 (see note 10.3 to the consolidated financial statements for the year ended December 31, 2018).
STATUTORY AUDITORS' REPORT ON THE HALF-YEAR FINANCIAL INFORMATION
To the Shareholders' Meeting of Rubis,
In compliance with the assignment entrusted to us by the Shareholder's Meeting and in accordance with the requirements of the Article L.451-1-2 III of the French Monetary and Financial Code (Code monétaire et financier), we hereby report to you on:
- the review of the accompanying condensed half-yearly consolidated financial statements of Rubis, for the period from January 1 to June 30, 2019;
- the verification of the information presented in the half-yearly management report.
These condensed half-yearly consolidated financial statements are the Board of Directors' responsibility. Our role is to express a conclusion on these financial statements based on our review.
I – Opinion on the financial statements
We conducted our review in accordance with professional standards applicable in France. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with the professional standards applicable in France and consequently does not enable us to obtain assurance that the financial statements, taken as a whole, are free from material misstatements, as we would not become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed half-yearly consolidated financial statements are not prepared, in all material respects, in accordance with IAS 34 – standard of the IFRSs as adopted by the European Union applicable to interim financial information.
Without qualifying our conclusion, we draw your attention to the matter set out in note 1 "Accounting policies" to the condensed half-yearly consolidated financial statements regarding the impacts related to the first-time application of new standards and interpretations, in particular IFRS 16 "Leases".
II – Specific verification
We have also verified the information presented in the half-yearly management report on the condensed half-yearly consolidated financial statements subject to our review.
We have no matters to report as to its fair presentation and consistency with the condensed halfyearly consolidated financial statements.
Courbevoie and Meudon, September 12, 2019
The Statutory Auditors,
SCP Monnot & Associés Mazars
Laurent Guibourt Ariane Mignon
IV – DECLARATION OF RESPONSIBLE OFFICERS
PERSONS RESPONSIBLE FOR THE HALF-YEAR FINANCIAL REPORT
Gilles Gobin: Top Manager Jacques Riou: Chairman 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 consolidated 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 Activity Report gives a true and fair view of the important events that occurred during the first 6 months of the fiscal year, their impact on the financial statements, and 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 11, 2019
Jacques Riou Chairman of Agena, co-managing company of Rubis
Gilles Gobin Top Manager