TIDM74JJ
RNS Number : 2510T
Petrol AD
02 December 2011
Consolidated financial statements
as of September 30, 2011
and Notes to the consolidated financial statements
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the period ended September 30, 2011
Note Nine months Nine months Three months Three
ended ended ended September months
September September 30, 2011 ended
30, 2011 30, 2010 BGN'000 September
BGN'000 BGN'000 30, 2010
BGN'000
Revenue 6 1,055,398 836,091 420,697 330,585
Other income 7 2,079 2,979 472 931
Cost of goods sold (989,115) (761,477) (398,888) (301,701)
Materials and consumables 8 (6,269) (6,630) (1,930) (1,975)
Hired services 9 (20,288) (23,749) (6,975) (8,282)
Employee benefits expenses 10 (19,245) (15,971) (6,461) (5,256)
Depreciation and amortisation
expenses 14 (11,256) (10,797) (3,588) (3,335)
Other expenses 11 (6,913) (4,087) (2,267) (1,716)
Finance income 12 20,251 5,761 (9,100) 2,392
Finance costs 12 (25,837) (20,891) (9,776) 1,483
Share of profit of associates 16 - 197 - 67
----------- ----------- ---------------- ----------
Profit (loss) before taxes (1,195) 1,426 (17,816) 13,193
Income tax benefit (expense) 13 1,563 (729) 1,938 (1,574)
----------- ----------- ---------------- ----------
Net profit (loss) for the
period 368 697 (15,878) 11,619
----------- ----------- ---------------- ----------
Attributable to:
Owners of the Parent company 357 809 (15,880) 11,640
Non-controlling interest 11 (112) 2 (21)
----------- -----------
Total comprehensive income
for the period 368 697 (15,878) 11,619
=========== =========== ================ ==========
These consolidated financial statements have been approved on
behalf of Petrol AD by:
Svetoslav Yordanov Daniela Taskova-Stoykova
Executive Director Chief Accountant
November 29, 2011
(The accompanying notes from page 8 to page 40 are an integral
part of these consolidated financial statements)
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As of September 30, 2011
Note September December
30, June 30, 31,
2011 2011 2010
BGN'000 BGN'000 BGN'000
Non-current assets
Property, plant and equipment
and intangible assets 14 167,913 168,430 174,284
Investment properties 15 28,191 28,272 28,470
Goodwill 18 18,332 18,332 18,332
Deferred tax assets 13 4,364 1,911 1,344
Loans granted 19 11,943 9,213 34,902
Compulsory inventory 20 63,980 63,980 34,939
---------
Total non-current assets 294,723 290,138 292,271
--------- -------- --------
Current assets
Inventories 20 43,144 31,383 77,733
Loans granted 19 98,012 94,055 94,437
Trade and other receivables 21 197,683 102,603 83,181
Current income tax receivable 29 8 267 -
Cash 22 68,989 65,675 11,321
---------
Total current assets 407,836 293,983 266,672
--------- -------- --------
Total assets 702,559 584,121 558,943
========= ======== ========
Shareholder's equity
Share capital 23 76,401 76,401 76,401
Reserve from adoption of IFRS 24 18,542 18,378 20,456
Legal reserves 18,864 18,864 18,914
Accumulated loss (79,176) (63,162) (81,177)
--------- -------- -----------
Total equity, attributable the
owners of the Parent Company 34,631 50,481 34,594
--------- -------- -----------
Non-controlling interest 54 52 4,301
--------- -------- -----------
Total equity and reserves 34,685 50,533 38,895
---------
Non-current liabilities
Borrowings 25 42,396 42,672 43,485
Obligations under finance lease 26 1,627 1,793 2,379
Retirement benefits obligations 27 190 190 190
Total non-current liabilities 44,213 44,655 46,054
--------- -------- -----------
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As of September 30, 2011 (continued)
Note September December
30, June 30, 31,
2011 2011 2010
BGN'000 BGN'000 BGN'000
Current liabilities
Trade and other payables 28 316,400 202,871 228,620
Borrowings 25 306,129 284,716 240,207
Obligations under finance lease 26 1,111 1,325 1,517
Retirement benefits obligations 27 21 21 21
Current income tax payable 29 - - 3,629
---------
Total current liabilities 623,661 488,933 473,994
--------- -------- --------
Total liabilities 667,874 533,588 520,048
--------- -------- --------
Total equity and liabilities 702,559 584,121 558,943
========= ======== ========
These consolidated financial statements have been approved on
behalf of Petrol AD by:
Svetoslav Yordanov Daniela Taskova-Stoykova
Executive Director Chief Accountant
November 29, 2011
(The accompanying notes from page 8 to page 40 are an integral
part of these consolidated financial statements)
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY
For the period ended September 30, 2011
Equity attributable to the owners of Non-controlling Total
the Parent Company Interest equity
BGN'000
BGN'000
Share Reserve Legal Accumulated Total
Capital from reserves loss
adoption
of IFRS
BGN'000 BGN'000 BGN'000 BGN'000 BGN'000
Balance at
January 1, 2010 76,401 20,657 18,914 (83,918) 32,054 (101) 31,953
Profit for the
period - - - 809 809 (112) 697
Total comprehensive
income - - - 809 809 (112) 697
--------- ---------- ---------- ------------ --------- ---------------- ---------
Dividends payable
written off - - - 234 234 - 234
Reserve of disposed
assets - (201) - 201 - - -
--------- ---------- ---------- ------------ --------- ---------------- ---------
Balance at
September 30,
2010 76,401 20,456 18,914 (82,674) 33,097 (213) 32,884
========= ========== ========== ============ ========= ================ =========
Profit for the
period - - - 1,497 1,497 (87) 1,410
Total comprehensive
income - - - 1,497 1,497 (87) 1,410
--------- ---------- ---------- ------------ --------- ---------------- ---------
Acquisition
of non-controlling
interest in
acquired subsidiaries - - - - - 4,601 4,601
Balance at
December 31,
2010 76,401 20,456 18,914 (81,177) 34,594 4,301 38,895
========= ========== ========== ============ ========= ================ =========
Profit for the
period - - - 357 357 11 368
Total comprehensive
income - - - 357 357 11 368
--------- ---------- ---------- ------------ --------- ---------------- ---------
Acquisition
of additional
share in subsidiary - - - (286) (286) (4,258) (4,544)
Dividends paid - - - (64) (64) - (64)
Recovered loss - - (50) 50 - - -
Reserve of disposed
assets - (1,914) - 1,944 30 - 30
--------- ---------- ---------- ------------ --------- ---------------- ---------
Balance at
September 30,
2011 76,401 18,542 18,864 (79,176) 34,631 54 34,685
========= ========== ========== ============ ========= ================ =========
These consolidated financial statements have been approved on
behalf of Petrol AD by:
Svetoslav Yordanov Daniela Taskova-Stoykova
Executive Director Chief Accountant
November 29, 2011
(The accompanying notes from page 8 to page 40 are an integral
part of these consolidated financial statements)
CONSOLIDATED STATEMENT OF CASH FLOWS
For the period ended September 30, 2011
Nine Nine Three Three
months months months months
ended ended ended ended
September September September September
30, 2011 30, 2010 30, 30,
BGN'000 BGN'000 2011 2010
BGN'000 BGN'000
Cash flows from operating activities
Net profit (loss) before taxes (1,195) 1,426 (17,816) 12,257
Adjustments for:
Depreciation/amortisation of
property, plant and equipment
and intangible assets 11,256 10,797 3,588 3,335
Interest expense, bank fees and
commissions, net 18,555 12,379 7,893 4,192
Shortages and normal loss, net
of excess assets 1,657 807 1,055 636
Provisions for unused paid leave
and retirement benefits 345 352 (27) 65
Impairment of assets (1) - - -
Loss (gain) on liquidation of
assets 1,473 138 42 -
Net effect from applying the
equity method - (197) - (67)
Loss on transactions with derivative - 121 - -
Gain on sale of property, plant
and equipment (374) (594) (664) (310)
Gain on redeemed bonds (13,100) - 4,265 -
Unrealised foreign exchange differences 3,794 4,591 5,336 1,943
----------- -----------
-
Cash flows provided by operating
activities 22,410 29,820 3,672 22,051
Increase (decrease) in trade
payables 125,241 48,753 129,957 41,066
Decrease (increase) in inventories 3,891 (34,046) (12,816) (16,200)
Decrease (increase) in trade
receivables (114,354) (7,025) (95,080) (14,407)
----------- ----------- ----------- -----------
-
Cash flows provided by operating
activities 37,188 37,502 25,733 32,510
Interest and bank fees and commissions
paid (9,759) (3,326) (2,975) (1,202)
Income taxes paid (5,012) (972) (256) (65)
----------- ----------- ----------- -----------
-
Net cash provided by operating
activities 22,417 33,204 22,502 31,243
CONSOLIDATED STATEMENT OF CASH FLOWS
For the period ended September 30, 2011 (continued)
Nine Nine Three Three
months months months months
ended ended ended ended
September September September September
30, 2011 30, 2010 30, 30,
BGN'000 BGN'000 2011 2010
BGN'000 BGN'000
Cash flows from investing activities
Payments for acquisition of property,
plant and equipment and intangible
assets (6,084) (7,064) (2,901) (2,839)
Proceeds from sale of property,
plant and equipment 819 865 300 413
Interest received on loans and
deposits granted 451 1,338 (425) 897
Net payments from transactions
with derivatives - (121) - -
Proceeds from (payments for)
loans and deposits granted, net (20,610) (38,378) (8,103) (25,281)
----------- -----------
- -
Net cash used in investing activities (25,424) (43,360) (11,129) (26,810)
Cash flows from financing activities
Proceeds from bank and trade
loans 23,504 19,090 - 16,913
Payments for bank and trade loans
and bond issue (20,345) (10,257) (7,433) (10,025)
Payments on leaseback agreements (900) - (245) -
Dividends received - 260 - 260
Dividends paid (2) (2) (1) (1)
Lease payments (1,158) (1,397) (380) (465)
----------- -----------
Net cash provided by financing
activities 1,099 7,694 (8,059) 6,682
Net decrease in cash and cash
equivalents for the period (1,908) (2,462) 3,314 11,115
- -
Cash and cash equivalents at
the beginning of the period 11,172 18,932 - -
----------- -----------
- -
Cash and cash equivalents at
the end of the period (see also
note 22) 9,264 16,470 3,314 11,115
=========== =========== =========== ===========
These consolidated financial statements have been approved on
behalf of Petrol AD by:
Svetoslav Yordanov Daniela Taskova-Stoykova
Executive Director Chief Accountant
November 29, 2011
(The accompanying notes from page 8 to page 40 are an integral
part of these consolidated financial statements)
Notes
to the consolidated financial statements
as of September 30, 2011
1. Legal status
Petrol AD (the Parent Company) is registered in the city of
Sofia. The registered office of the Parent Company is 43 Cherni
Vruh Blvd, Sofia city. As of September 30, 2011 the majority
shareholder of Petrol AD is Petrol Holding AD with 55.48% ownership
of the share capital (see also note 23).
As of July 1, 1998 Petrol AD is registered as a public company
in the public register of the Financial Supervision Commission.
The main activities of Petrol AD and its subsidiaries (the
Group) are retail and wholesale of oil and non-oil products,
rendering of transport and maintenance services. The Parent Company
is one of the oldest commercial companies in Bulgaria and owns the
largest network of fuel stations in the country.
These consolidated financial statements were approved for issue
by the Management on November 29, 2011.
2. Basis for preparation of the consolidated financial statements and accounting principles
2.1. General
These financial statements are prepared in accordance with
International Financial Reporting Standards (IFRS), issued by the
International Accounting Standards Board (IASB) and the
interpretations, issued by the International Financial Reporting
Interpretations Committee (IFRIC), as approved by the European
Union (the EU) and applicable in the Republic of Bulgaria.
These financial statements have been prepared on the historical
cost basis.
2.2. Applying new and revised IFRS
2.2.1. Standards and Interpretations effective and adopted in the current period
The following amendments to the existing standards issued by the
IASB and adopted by the EU are effective for reporting periods
beginning on or after 1 January 2011:
-- Amendments to IAS 24 Related Party Disclosures - Simplifying the disclosure requirements for government-related entities and clarifying the definition of a related party, adopted by the EU on 19 July 2010 (effective for annual periods beginning on or after 1 January 2011),
-- Amendments to IAS 32 Financial Instruments:Presentation -
Accounting for rights issues, adopted by the EU on 23 December 2009
(effective for annual periods beginning on or after 1 February
2010),
-- Amendments to IFRS 1 First-time Adoption of IFRS - Limited
Exemption from Comparative IFRS 7 Disclosures for First-time
Adopters, adopted by the EU on 30 September 2010 (effective for
annual periods beginning on or after 1 July 2010),
-- Amendments to IFRIC 14 IAS 19 - The Limit on a defined
benefit Asset, Minimum Funding Requirements and their Interaction -
Prepayments of a Minimum Funding Requirement, adopted by the EU on
19 July 2010(effective for annual periods beginning on or after 1
January 2011),
-- Amendments to various standards and interpretations
"Improvements to IFRSs (2010)" resulting from the annual
improvement project of IFRS published on 6 May 2010 (IFRS 1, IFRS
3, IFRS 7, IAS 1, IAS 27, IAS 34, IFRIC 13) primarily with a view
to removing inconsistencies and clarifying wording, adopted by the
EU on 18 February 2011(amendments are to be applied for annual
periods beginning on or after 1 July 2010 or 1 January 2011
depending on standard/interpretation),
-- IFRIC 19 Extinguishing Financial Liabilities with Equity
Instruments, adopted by the EU on 23 July 2010 (effective for
annual periods beginning on or after 1 July 2010).
2.2.1. Standards and Interpretations effective and adopted in the current period (continued)
The adoption of the above amendments has not led to any changes
in the Group's accounting policies.
2.2.2. Standards and Interpretations issued by IASB but not yet adopted
At present, IFRS as adopted by the EU do not significantly
differ from regulations adopted by the International Accounting
Standards Board (IASB) except from the following standards,
amendments to the existing standards and interpretations, which
were not endorsed for use as of the date of authorisation of these
financial statements:
-- IFRS 9 Financial Instruments (effective for annual periods
beginning on or after 1 January 2013),
-- Amendments to IFRS 1 First-time Adoption of IFRS - Severe
Hyperinflation and Removal of Fixed Dates for First-time Adopters
(effective for annual periods beginning on or after 1 July
2011),
-- Amendments to IFRS 7 Financial Instruments: Disclosures -
Transfers of Financial Assets (effective for annual periods
beginning on or after 1 July 2011),
-- Amendments to IAS 12 Income Taxes - Deferred Tax: Recovery of
Underlying Assets (effective for annual periods beginning on or
after 1 January 2012).
-- IFRS 10 Consolidated Financial Statements (effective for
annual periods beginning on or after 1 January 2013),
-- IFRS 11 Joint Arrangements (effective for annual periods
beginning on or after 1 January 2013),
-- IFRS 12 Disclosure of Interests in Other Entities(effective
for annual periods beginning on or after 1 January 2013),
-- IFRS 13 Fair Value Measurement (effective for annual periods
beginning on or after 1 January 2013),
-- Amendments to IAS 27 Separate Financial Statements (effective
for annual periods beginning on or after 1 January 2013),
-- Amendments to IAS 28 Investments in Associates and Joint
Ventures (effective for annual periods beginning on or after 1
January 2013),
-- Amendments to IAS 1 Presentation of Financial Statements
(effective for annual periods beginning on or after 1 July
2012),
-- IFRIC 20 Stripping Costs in the Production Phase of a Surface
Mine (effective for annual periods beginning on or after 1 January
2013),
The Group anticipates that the adoption of these standards,
amendments to the existing standards and interpretations will have
no material impact on the financial statements of the Group in the
period of initial application.
At the same time, hedge accounting regarding the portfolio of
financial assets and liabilities, whose principals have not been
adopted by the EU, is still unregulated.
According to the Group's estimates, application of hedge
accounting for the portfolio of financial assets or liabilities
pursuant to IAS 39: Financial Instruments: Recognition and
Measurement, would not significantly impact the financial
statements, if applied as at the reporting date.
2.3. Functional and presentation currency of the consolidated financial statements
Functional currency is the currency of the primary economic
environment in which an entity operates and in which it primary
generates and expends cash. An entity's functional currency
reflects the major transactions, events and conditions that are
significant to the Group.
The Group keeps its records and prepares its financial
statements in the national currency of the Republic of Bulgaria -
the Bulgarian Lev, which is adopted by the Group as its functional
currency.
These consolidated financial statements are presented in
thousand Bulgarian Levs.
2.4. Foreign currency
Transactions in foreign currency are initially recorded at the
official rate of exchange of the Bulgarian National Bank (BNB) as
of the date of the transaction. The foreign exchange rate
differences, arising upon the settlement of these monetary
positions or at restatement of these positions at rates, different
from those when initially recorded, are reported in profit or loss
for the period in which they arise.
The monetary positions denominated in foreign currency as of
September 30, 2011, June 30, 2011 and December 31, 2010 are stated
in these consolidated financial statements at the closing exchange
rate of BNB. The closing exchange rates of BGN against USD for the
respective reporting period of the consolidated financial
statements are as follows:
September 30, 2011: 1 USD = BGN 1.44844
June 30, 2011: 1 USD = BGN 1.35323
December 31, 2010: 1 USD = BGN 1.47276
2.5. Accounting estimates and reasonable assumptions
The preparation of consolidatedfinancial statements in
accordance with IFRS requires management to make certain accounting
estimates and reasonable assumptions that affect some of the
reported amounts of assets, liabilities, revenues and expenses.
These estimates and assumptions are based on the best estimate of
management, taking into account historical experience and analysis
of all factors of significance in the circumstances as of the date
of the consolidatedfinancial statements. The actual results could
differ from those estimates, presented in these consolidated
financial statements.
2.6. Subsidiary companies and consolidation
The consolidated financial statements incorporate the financial
statements of the Parent company and its subsidiaries. A subsidiary
is an entity that is controlled by the Parent company. Control is
the power to govern the financial and operating policies of an
enterprise, so as to obtain benefits from its activities.
In compliance with SIC 12 Consolidation - Special Purpose
Entities, the financial statements of two entities are consolidated
in their capacity of special purpose entities as of January 1, 2009
(see also note 31).
For consolidation purposes, the separate financial statements of
the Parent Company, its subsidiaries and the controlled special
purpose entities have been combined on a line-by-line basis by
adding together items of assets, liabilities, equity, income and
expenses. All intragroup balances as of September 30, 2011, June
30, 2011 and December 31, 2010 and intragroup transactions as of
September 30, 2011, June 30, 2011 and 2010, as well as all
intragroup profits and losses, including unrealised profits and
losses as of September 30, 2011, June 30, 2011 and 2010 are
eliminated in full. The carrying amount of the investments in each
subsidiary, hold by the Parent Company or any of the subsidiaries
and the Parent Company's portion of equity of each subsidiary are
eliminated.
The results of subsidiaries, which have been acquired or
disposed by the Group during the reporting period, are included in
the consolidated statement of comprehensive income from the date of
the acquisition, till the date at which control ceases.
Non-controlling interest is the equity in a subsidiary not
attributable, directly or indirectly to the Parent Company.
Non-controlling interest is represented within equity in the
consolidated statement of financial position, separately from the
equity of the owners of the parent. In each business combination
the acquirer measure any non-controlling interest in the acquiree
either at fair value or by the proportional share of the
non-controlling interest in the identifiable net assets of the
acquiree.
2.6. Subsidiary companies and consolidation (continued)
Profit or loss or any component of the other comprehensive
income is attributed to the owners of the Parent Company and
non-controlling interests. The total comprehensive income is
attributable to the owners of the Parent Company and
non-controlling interests even if this results in the
non-controlling interests having a deficit balance.
2.7. Associates
An associate is an enterprise over which the Group has
significant influence. Significant influence is the right of
participation in, but not control over, the financial and operating
policy decisions of the investee.
Investments in associates are presented in the statement of
financial position in accordance with IAS 28 Investments in
Associates, using the equity method of accounting, according to
which the investment is recorded initially at cost and adjusted by
post-acquisition changes in the investor's share in the net assets
of the associate.
2.8. Goodwill
Goodwill, arisen in business combination, is recognised as an
asset at the date when control over the company, subject to
business combination, is acquired. Goodwill represents the excess
of the aggregate of the consideration transferred, the amount of
any non-controlling interest in the acquiree and the acquisition
date fair value of the acquirer's previously held equity interest
in the acquiree over the net acquisition date amounts of the
identifiable assets acquired and the liabilities assumed. When the
acquisition cost is lower than the fair value of the net assets
acquired by the Group, the acquirer should reassess the
identification and measurement of the acquiree's identifiable
assets, liabilities and the cost of the business combination and
any excess remaining after that reassessment should be recognised
immediately in profit or loss.
Subsequent to its initial recognition goodwill is not amortised,
in compliance with IFRS 3 Business combinations, applicable for
reporting periods after March 31, 2004. At the end of each
reporting period a test for impairment is performed (see also note
4).
3. Definition and valuation of the statement of financial
position and the statement of comprehensive income items
3.1. Property, plant and equipment and intangible assets
Property, plant and equipment and intangible assets are
initially carried at acquisition cost, including the purchase
price, import duties and non-refundable taxes, as well as any costs
directly attributable to bringing the asset to the location and
condition necessary for it to be capable of operating in the manner
intended by management. After initial recognition, property, plant
and equipment and intangible assets are stated at cost less
accumulated depreciation/amortisation and impairment loss, if any
(see also note 3.3).
When property, plant and equipment include significant items
having various useful lives, such items are reported as separate
assets.
Subsequent costs, including costs for replacement of components
of property, plant and equipment are capitalised in the amount of
the asset, if they satisfy the recognition principle. The carrying
amount of the replaced item is derecognised in accordance with the
requirements of IAS 16 Property, Plant and Equipment. All other
subsequent costs are recognised as expenses for the period as
incurred.
3.1. Property, plant and equipment and intangible assets (continued)
Depreciation and amortisation are charged over the estimated
useful lives, using the straight-line method.
As of the end of each reporting period, the Group's management
reviews useful lives and amortisation/depreciation methods of the
property, plant and equipment and intangible assets. If differences
between expectations and previous estimates are identified, changes
are made in accordance with IAS 8 Accounting Policies, Changes in
Accounting Estimates and Errors.
The assets' estimated useful lives are as follows:
Useful life 2011 2010
Administrative and trade buildings 25 years 25 years
Property, plant and equipment 2 - 25 years 2 - 25 years
Vehicles 4 - 10 years 4 - 10 years
Office equipment 7 years 7 years
Intangible assets 2 - 7 years 2 - 7 years
Depreciation of an asset begins in the month following the month
in which it is available for use and ceases at the earlier of the
date that the asset is classified as held for sale, in accordance
with IFRS 5 Non-current Assets Held for Sale and Discontinued
Operations and the date of its derecognition.
Land, assets under construction and fully depreciated assets are
not depreciated.
3.2. Investment properties
Investment property is a property held by the Group to
accumulate rent income or to increase the equity value, or both
(including property under construction for future use as investment
property).
Investment property is measured at its cost less any accumulated
depreciation and accumulated impairment losses, if any (see also
3.3).
Depreciation on investment property is charged in profit or loss
by using the straight-line method, based on its estimated useful
live.
The investment property's estimated useful lives are as
follows:
Useful life 2011 2010
Administrative and trade buildings 25 years 25 years
Machines, plant and equipment 2, 3 and 25 2, 3 and 25
years years
Office equipment 7 years 7 years
As of the end of each reporting period, the Group's management
reviews useful lives and depreciation methods of the investment
property. If differences between expectations and previous
estimates are identified, changes are made in accordance with IAS 8
Accounting Policies, Changes in Accounting Estimates and
Errors.
3.3. Impairment of property, plant and equipment, intangible assets and goodwill
As of the end of each reporting period, the Group's management
estimates if there are indications for impairment of property,
plant and equipment, intangible assets and goodwill. If such
indication exists, the recoverable amount of the asset is
estimated. Where it is not possible to estimate the recoverable
amount of an individual asset, the Group estimates the recoverable
amount of the cash-generating unit, to which the asset belongs.
The recoverable amount is the higher of the asset's fair value
less costs to sell the asset and its value in use. If the
recoverable amount of an asset (or cash-generating unit) is
estimated to be less than its carrying amount, the carrying amount
of the asset (cash generating unit) is reduced to its recoverable
amount. Impairment loss is recognised immediately as expense in
profit or loss unless the asset is revalued when the impairment
loss is reported as decrease in the revaluation reserve.
Where an impairment loss subsequently reverses, the carrying
amount of the asset (cash generating unit) is increased to the
revised estimate of its recoverable amount, but so that the
increased carrying amount does not exceed the carrying amount that
would have been determined had no impairment loss been recognised
for the asset (cash generating unit) in prior years. A reversal of
an impairment loss is recognised immediately as income in profit or
loss.
Impairment loss is recognised for a cash-generating unit to
which goodwill was allocated only if the recoverable amount is
lower than its carrying amount. The impairment loss reduces the
carrying amount of the assets in the cash-generating unit, first
the carrying amount of goodwill is reduced and then, the carrying
amount of other assets in the unit, pro rata on the basis of the
carrying amount of each asset to the total amount of the unit. The
impairment loss of goodwill could not be reversed.
3.4. Inventories
Inventories are stated at lower of cost and net realisable
value. Cost comprises purchase price, transportation, customs
duties and other similar costs. Net realisable value represents the
estimated selling price less all estimated costs to be incurred in
selling.
Upon consumption, the cost of inventories is calculated using
the following methods:
Fuel and other goods Weighted average cost
Materials Weighted average cost
3.5. Financial instruments
A financial instrument is a contract that gives rights to both a
financial asset of one enterprise and a financial liability or
equity instrument of another enterprise.
Financial assets and liabilities are recognised in the statement
of financial position only when the Group becomes a party to the
contractual provisions of the instrument. Financial assets are
removed from the statement of financial position after the
contractual rights for receiving cash flows have expired or the
asset is transferred and the transfer meets the derecognition
requirements under IAS 39 Financial Instruments: Recognition and
Measurement. Financial liability is removed from the statement of
financial position when, and only when, it is extinguished - that
is when the obligation specified in the contract is discharged,
cancelled, or expires.
On initial recognition financial assets (liabilities) are
measured at fair value. Transaction costs, which are directly
attributable to the acquisition or issue of the financial assets
(liabilities), are included in their value, except when the
financial assets (liabilities) are measured at fair value through
profit or loss.
3.5. Financial instruments (continued)
For the purposes of subsequent measurement, in accordance with
the requirements of IAS 39 Financial Instruments: Recognition and
Measurement, the Group classifies the financial assets and
liabilities as: financial assets (liabilities) at fair value
through profit or loss; loans and receivables; financial
liabilities at amortised cost. Classification in the respective
category depends on the terms of the respective contract. The Group
does not apply this classification of the assets and liabilities
for the purposes of presentation in the statement of financial
position
3.5.1. Financial assets (liabilities), measured at fair value through profit or loss
After their initial recognition these financial assets measured
at fair value though profit or loss are measured at fair value as
of the end of the reporting period and all differences from this
value are recognised in profit or loss for the period in which they
arise.
3.5.2. Loans granted and receivables
Loans granted and receivables are non-derivative financial
assets with fixed or determinable terms for settlement, which are
not quoted on an active market. The assets from this category are
presented in the statement of financial position of the Group as
receivables on interest-bearing loans, trade and other receivables
and cash.
Receivables on interest-bearing loans, trade and other
receivables
After its initial recognition, trade receivables and receivables
on interest bearing loans are measured at amortised cost by using
the effective interest rate method, less impairment loss, if any.
Current receivables are not subject to amortisation. Impairment
loss is accrued if any objective evidence exists, such as
significant financial difficulties of the borrower, probability the
borrower to be entered into liquidation and other (see also note
3.5.3).
Cash
For the purposes of the statement of cash flows preparation,
cash comprise cash in hand, cash at banks and cash in transfer,
with the exception of restricted cash, which the Group temporarily
has no right to use.
3.5.3. Impairment of financial assets
As of the end of the reporting period, the management reviews
whether there is any indication for impairment of all financial
assets, except for financial assets measured at fair value through
profit or loss. Financial assets are impaired only when there is
any objective evidence that as a result of one or more events
occurred after their initial recognition, the expected cash flows
have declined.
If any such evidence exists regarding assets measured at cost,
the impairment loss is determined as the difference between the
carrying amount and the present value of expected future cash flows
discounted by the present market interest rate for similar
assets.
Impairment loss on loans granted and receivables carried at
amortised cost is measured as the difference between the asset's
carrying amount and the present value of the estimated future cash
flows, discounted by the financial asset's original effective
interest rate. Impairment loss is immediately recognised in profit
or loss. It is recovered if a subsequent increase of the
recoverable amount could be objectively tied to the occurrence of
an event after the date on which the impairment loss was
recognised.
3.5.4. Financial liabilities at amortised cost
After their initial recognition, the Group measures all
financial liabilities at amortised cost except for financial
liabilities measured at fair value through profit and loss;
financial liabilities originating when the transfer of an asset
does not meet the derecognition conditions; agreements for
financial guarantees, engagements for granting loans at an interest
rate that is lower than the market interest rate. These liabilities
are presented in the Company's statement of financial position as
trade and other liabilities and Borrowings.
Trade and other payables
Trade and other payables incur as a result from purchased goods
or services. Current liabilities are not amortised.
Borrowings
Interest bearing loans are initially recognised at fair value,
determined from the cash proceeds less transaction costs. After
initial recognition, interest bearing loans are measured at
amortised cost, as any difference between the initial value and the
value at maturity is recognised in profit or loss over the loan
period, using the effective interest rate method. If no transaction
costs have been incurred in negotiating an interest bearing loan,
the loan is not subject to amortisation. The same applies to bank
overdrafts, where the borrower is entitled to utilise or repay the
borrowed funds many times within the pre-determined overdraft
limit.
Finance costs, including direct costs for obtaining the loan,
are accounted for on an accrual basis using the effective interest
rate method, except for transaction costs on bank overdrafts, which
are recognised in profit or loss on a straight line basis over the
overdraft period.
The effective interest rate method is a method of calculating
the amortised cost of a financial asset or a financial liability
and of allocating the interest income or interest expense over the
relevant period. The effective interest rate is the rate that
exactly discounts estimated future cash payments or proceeds
through the expected life of the financial instrument or, when
appropriate, a shorter period to the net carrying amount of the
financial asset or financial liability. When calculating the
effective interest rate, the Group estimates cash flows considering
all contractual terms of the financial instrument, except for
anticipated future impairment losses. The calculation includes all
fees, transaction costs, premiums or discounts paid or received
between parties to the contract that are an integral part of the
effective interest rate.
Interest bearing loans are classified as current when they are
expected to be settled within twelve month period after the
reporting period.
3.5.5. Share capital and redemption of own shares
The share capital of the Parent Company is presented at
historical cost as of the date of its registration.
When at the end of the reporting period the Group - through
Parent company or subsidiary - has reacquired shares of the Parent
company, their par value is presented as decrease of share capital,
and the difference below or above the par value - in retained
earnings, according to IAS 32 Financial Instruments: Disclosure and
Presentation.
3.6. Deferred income and deferred expenses
The Group has recognised in the statement of financial position
as deferred income and deferred expenses, income and expenses that
are paid in the current, but refer to future reporting periods -
guarantees, insurances, subscriptions, rents and other.
3.7. Retirement benefits obligations
The Government of the Republic of Bulgaria is liable to provide
pensions according to defined retirement benefits schemes. Costs
related to payment of contributions under these schemes are
recognised by the Group in profit or loss in the period they
occur.
In accordance with the Labour Code, the Group has an obligation
to pay retirement benefits to its employees, based on length of
service, age and labour category. In accordance with the
requirements of IAS 19 Employee benefits and its provisions, the
Group recognises the present amount of the benefits as a liability.
All actuarial gains and losses and past service cost is recognised
immediately in profit or loss.
3.8. Income tax
Income tax expense comprises current income tax and deferred
tax.
The current income tax is based on taxable profit for the year
by totalling of the current tax of each company within the Group
specified in the individual tax returns of the Parent Company and
its subsidiaries by applying the effective tax rate according to
the tax legislation as of the date of the financial statements.
Deferred tax is the income tax expected to be payable (recoverable)
on taxable (deductible) temporary differences. Temporary
differences are the differences between the carrying amount of an
asset and a liability in the statement of financial position, and
the corresponding tax basis. Deferred tax is calculated using the
balance sheet liability method. Deferred tax liabilities are
recognised for all taxable temporary differences, whereas deferred
tax assets are recognised for deductible temporary differences,
only to the extent that it is probable that taxable profit will be
available against which the deductible temporary difference can be
utilised.
Deferred tax assets and liabilities are calculated at the tax
rates that are expected to apply in the period when the liability
is settled or the asset realised, based on the information that the
Group is provided for as of the date of the issuance of the
financial statements. Deferred tax is recognised as an expense or
income in profit or loss, except when they relate to items that are
recognised in the same or other period outside profit or loss,
either in other comprehensive income or directly in equity.
In this case the deferred tax is also recognised outside profit
or loss either directly in other comprehensive income or directly
in equity.
Although the taxation in Bulgaria is not performed on a
consolidation basis, the Group has adopted a policy to recognise
deferred tax assets (liabilities) on all temporary differences
arising from the elimination of intra-group unrealised profits from
sales of property, plant and equipment treated as temporary
differences. The reversal of these temporary differences reflects
in subsequent adjustments of depreciation costs in the acquirer or
when the Group derecognises these assets and relevant margins are
realised.
The current amount of deferred tax assets is reviewed at the end
of each reporting period. The Group reduces their amount to the
extent that it is no probable that sufficient profit will be
available against which the deferred tax asset to be utilised.
Deferred tax assets and liabilities are reported on a net basis
when they are subject to a unified tax regime.
In accordance with the tax legislation enforceable for the years
ended 2011 and 2010, the tax rates applied for the calculation of
current tax liabilities of the Group is 10%, respectively. For the
calculation of the deferred tax assets and liabilities as of
September 30, 2011, June 30, 2011 and December 31, 2010 the Group
has used a tax rate of 10%.
3.9. Revenue and expenses recognition
3.9.1. Revenue from sales of goods, services and other income
Revenues and expenses are accounted for on an accrual basis,
regardless of the date of cash receipts and payments. They are
reported in compliance with the matching concept.
Revenue is recognised at the fair value of the consideration
received or receivable, less any discounts allowed and includes the
gross economic benefits received by or due to the Group. The
amounts gathered on behalf of third parties such as sales taxes,
like value added tax, are excluded from the income. Revenue
generated from sale of fuel is reported on its gross amount with
the excise due, which is considered an integral part of the price
of the goods.
Revenue from sales of goods is recognised when:
-- The significant risks and rewards of ownership of the goods are transferred to the buyer;
-- The Group retains neither continuing managerial involvement
nor effective control over the goods sold;
-- It is probable that the economic benefits associated with the
transaction will flow to the Group;
-- The amount of revenue and costs incurred in respect of the
transaction can be measured reliably.
When the outcome of a transaction involving rendering of
services can be estimated reliably, revenue is recognised by
reference to the stage of completion of the transaction at the end
of the reporting period. When the outcome of a transaction cannot
be estimated reliably revenue is recognised only to the extent that
the expenses recognised are recoverable.
Gain or loss from sales of property, plant and equipment,
intangible assets and materials is reported as other income or
other expense.
When economic benefits are expected to arise during few
reporting periods and their relation with the revenue can be
determined generally or indirectly, expenses are recognised in
profit or loss on the basis of procedures for systematic and
rational distribution.
Profit or loss arising from the exchange of assets is stated at
the amount equal to the difference between the fair value of the
asset received and the carrying amount of the asset exchanged.
3.9.2. Finance income and finance costs
Borrowing costs that may be directly attributed to the
acquisition, construction or production of a qualifying asset
should be capitalised as part of the asset's cost. All other
finance income and finance costs are accrued through profit or loss
for all instruments measured at amortised cost by using the
effective interest rate method.
3.10. Lease
3.10.1 Finance lease
Finance lease is a lease agreement which substantially transfers
all risks and rewards incidental to the ownership of an asset.
Assets acquired under finance lease are recognised at the lower
of their fair value as of the date of acquisition or the present
value of the minimum lease payments. The initial direct expenses
incurred by the lessee are included in the cost of the asset. The
corresponding liability to the lessor is included in the Group's
statements of financial position as obligations under finance
leases.
Lease payments are divided in interest payments and payments on
principal so that a constant interest rate of the residual lease
liability is obtained.
Finance lease causes depreciation expense for depreciable assets
as well as finance expense for each reporting period. The
depreciation policy for depreciable leased assets is consistent
with the same for owned depreciable assets.
For the purpose of presenting the financial instruments in
categories, defined in accordance with IAS 39 Financial
Instruments: Recognition and measurement, liabilities under finance
lease are classified as financial liabilities at amortised
cost.
3.10.2. Operating lease
Costs incurred for assets leased under the operating lease
contracts are recognised through profit or loss over the terms of
the contracts under the straight-line method.
Revenue realised from assets under operating lease contracts is
recognised through profit or loss on a straight-line basis over the
term of the lease contract. Initial costs directly related to the
signing of the lease contract are capitalised in the cost of the
asset and recognised as expenses on a straight-line basis over the
term of the lease contract.
3.10.3. Leaseback agreements
A leaseback transaction is related to the sale of an asset and
the hiring back the same asset. The accounting treatment of the
leaseback depends on the type of the respective lease contract and
the nature of the transaction.
If the leaseback is a finance lease, the transaction is a mean
of granting financing to the lessee by the lessor and the asset
serves as collateral. If according to the provisions of the finance
lease contract there are no changes in the right of use of the
asset by the seller/lessee before and after the transaction, then
the transaction is not within the scope of IAS 17 Leases and is, in
fact, financing. In this case, the proceeds received from the
transaction are presented as Borrowings in the statement of
financial position, while the direct costs incurred by the lessee
during the transaction are deferred for the period of the lease
contract.
3.11. Segment reporting
Operating segments data in these consolidated financial
statements is presented likewise the operating reports submitted to
Group's management. Based on these reports decisions are taken in
respect of the resources to be allocated to the segment and the
results of its activity are evaluated.
4. Critical accounting estimates and key sources of estimation uncertainty
In the application of the adopted accounting policy, management
makes certain estimates which have significant effect on these
consolidated financial statements. Such estimates, by definition,
may differ from actual results. Due to their nature, they are
subject to constant review and update, and comprise the historical
experience and other factors, including expectation of future
events, which the management believes are reasonable under the
present circumstances.
A critical accounting estimate, which includes significant risk
of considerable adjustments to the carrying amount of assets and
liabilities in subsequent reporting periods, is the test for
impairment of goodwill, arising from business combination. As of
the end of the previous reporting period review of the carrying
amount of the goodwill was performed. As a result goodwill arising
from the acquisition of Naftex Security EAD was impaired (see also
note 18).
5. Segments reporting
The Group has identified the following operating segments based
on the reports presented to the Group's management which are used
in the process of strategic decision making:
-- Wholesale of fuels - wholesale of oil products in Bulgaria in
own storage facilities of the Group; fuel bunkering abroad;
-- Retail of fuels - retail of oil and other products in network
of own petrol stations; servicing of petrol stations and the
belonging commercial objects;
-- Other activities - transportation of fuel with own and hired
vehicles; rental income and other activities.
September 30, 2011 Wholesale Retail All other Consolidated
of fuels of fuels segments
BGN'000 BGN'000 BGN'000 BGN'000
Total segment revenue 1,159,849 410,756 12,151 1,582,756
Inter-group revenue 496,839 20,030 8,410 525,279
Revenue from external
customers 663,010 390,726 3,741 1,057,477
Adjusted EBITDA 10,112 5,056 480 15,648
Depreciation/amortisation 1,747 8,365 1,144 11,256
Impairment - - 1 1
September 30, 2010 Wholesale Retail All other Consolidated
of fuels of fuels segments
BGN'000 BGN'000 BGN'000 BGN'000
Total segment revenue 934,953 400,644 2,934 1,338,531
Inter-group revenue 474,604 23,261 1,596 499,461
Revenue from external
customers 460,349 377,383 1,338 839,070
Adjusted EBITDA 9,793 16,171 1,192 27,156
Depreciation/amortisation 1,889 8,347 561 10,797
Impairment - - - -
5. Segments reporting (continued)
The policies for recognition of intra-group sales and sales to
external clients for the purposes of the reporting by segments are
not differing from these applied by the Group for revenue
recognition in the consolidated statement of comprehensive
income.
The Management of the Group evaluates the results and assesses
the performance of the segments on the basis of the adjusted
EBITDA. In the calculation of the adjusted EBITDA is not taken into
account the effect of impairment of assets.
The reconciliation of the adjusted EBITDA and the loss before
tax is presented below:
September September
30, 2011 30, 2010
BGN'000 BGN'000
Adjusted EBITDA reporting segments 15,168 25,964
Adjusted EBITDA all other segments 480 1,192
Depreciation/amortisation (11,256) (10,797)
Impairment (1) -
Finance income (expense), net (5,586) (15,130)
Share of profit of associates - 197
---------- ----------
Profit (loss) before tax (1,195) 1,426
========== ==========
6. Revenue
Nine months Nine months Three Three
ended ended months months
September September ended ended
30, 2011 30, 2010 September September
30, 30,
BGN'000 BGN'000 2011 2010
BGN'000 BGN'000
Sale of goods 1,046,533 827,836 418,080 330,595
Sale of services 8,865 8,255 2,617 (10)
------------ ------------ ----------- -----------
1,055,398 836,091 420,697 330,585
============ ============ =========== ===========
7. Other income
Nine months Nine months Three Three
ended ended months months
September September ended ended
30, 2011 30, 2010 September September
30, 30,
BGN'000 BGN'000 2011 2010
BGN'000 BGN'000
Surplus of assets 835 1,100 202 341
Gain from sales of property,
plant and equipment, incl. 374 594 84 310
Income from sales 858 879 310 (52)
Carrying amount (484) (285) (226) 362
Income from penalties 242 296 38 18
Insurance claims 188 211 35 69
Gain from liquidation of
property, plant and equipment
and materials, incl. 27 - 6 -
Income from sales 36 - 15 -
Carrying amount (9) - (9) -
Other 413 778 107 193
------------ ------------ ----------- -----------
2,079 2,979 472 931
============ ============ =========== ===========
8. Materials and consumables
Nine months Nine months Three Three
ended ended months months
September September ended ended
30, 2011 30, 2010 September September
30, 30,
BGN'000 BGN'000 2011 2010
BGN'000 BGN'000
Fuels and lubricants 2,741 2,303 923 302
Electricity and heating 2,225 2,071 647 554
Office consumables 441 424 144 134
Spare parts 392 419 69 174
Working clothes 114 106 30 12
Water 107 107 45 43
Advertising materials 20 774 5 603
Other 229 426 67 153
------------ ------------ ----------- -----------
6,269 6,630 1,930 1,975
============ ============ =========== ===========
9. Hired services
Nine months Nine months Three Three
ended ended months months
September September ended ended
30, 2011 30, 2010 September September
30, 30,
BGN'000 BGN'000 2011 2010
BGN'000 BGN'000
Commissions 4,414 4,765 1,742 2,053
Transport 2,190 2,189 847 771
Rents 2,123 3,405 629 1,144
Maintenance and repairs 1,869 1,469 592 598
Holding fee 1,814 1,558 604 519
State and municipal fees 1,439 887 481 291
Consulting and training 1,139 1,743 455 646
Advertising 1,118 1,163 229 210
Cash collection expense 987 934 325 345
Insurances 892 1,034 288 263
Communications 764 975 257 253
Security 442 1,720 180 614
Software licenses 333 1,352 92 394
Other 764 555 254 181
------------ ------------ ----------- -----------
20,288 23,749 6,975 8,282
============ ============ =========== ===========
10. Employee benefits expenses
Nine months Nine months Three Three
ended ended months months
September September ended ended
30, 2011 30, 2010 September September
30, 30,
BGN'000 BGN'000 2011 2010
BGN'000 BGN'000
Wages and salaries 15,724 13,429 5,243 4,432
Social security contributions
and benefits 3,521 2,542 1,218 824
------------ ------------ ----------- -----------
19,245 15,971 6,461 5,256
============ ============ =========== ===========
11. Other expenses
Nine months Nine months Three Three
ended ended months months
September September ended ended
30, 2011 30, 2010 September September
30, 30,
BGN'000 BGN'000 2011 2010
BGN'000 BGN'000
Shortages and written-off
assets 2,409 1,855 1,193 1,008
Expropriated assets 1,473 - - -
Taxes and charges 1,265 913 231 116
Entertainment expenses
and sponsorship 483 127 47 31
Business trips 285 281 94 91
Penalties and indemnities 185 365 61 327
Scrapped assets 83 85 64 2
Impairment of assets 1 - - -
Loss on liquidation of
non-current assets, including: - 138 - -
Income from liquidation - (103) - -
Carrying amount - 241 - -
Other 729 323 577 141
------------ ------------ ----------- -----------
6,913 4,087 2,267 1,716
============ ============ =========== ===========
12. Finance income and costs
Nine months Nine months Three Three
ended ended months months
September September ended ended
30, 2011 30, 2010 September September
30, 30,
BGN'000 BGN'000 2011 2010
BGN'000 BGN'000
Finance income
Interest income, including: 7,123 5,753 2,895 2,385
Interest income on loans
granted 4,791 4,190 1,533 1,619
Interest income on trade
and other receivables 621 1,506 209 737
Other interest income 1,711 57 1,153 29
Gain from redeemed own
bonds 13,100 - (6,587) -
Foreign exchange rate gains,
net - - (5,422) -
Other finance income 28 8 14 7
20,251 5,761 (9,100) 2,392
------------ ------------ ----------- -----------
Finance costs
Interest expenses, including: (23,576) (15,675) (8,942) (5,645)
Interest expenses on debenture
loans (10,851) (13,578) (3,491) (4,596)
Interest expenses on bank
loans (2,858) (711) (1,003) (230)
Interest expenses on obligations
under finance lease (97) (135) (29) (41)
Interest expense on leaseback
agreements (1,779) - (595) -
Interest expenses on trade
loans (4,115) (244) (2,273) (127)
Other interest expenses (3,876) (1,007) (1,551) (651)
Loss from dealings with
derivatives - (121) - -
Foreign exchange rate losses,
net (131) (2,630) (131) 8,067
Bank fees, commissions
and other costs financial
expenses (2,130) (2,465) (703) (939)
------------ ------------ ----------- -----------
(25,837) (20,891) (9,776) 1,483
------------ ------------ ----------- -----------
Finance income (costs),
net (5,586) (15,130) (18,876) 3,875
============ ============ =========== ===========
13. Taxation
Tax expense recognised in profit or loss comprises the amount of
current and deferred income tax in accordance with the requirements
of IAS 12 Income taxes.
Nine months Nine months Three Three
ended ended months months
September September ended ended
30, 2011 30, 2010 September September
30, 30,
BGN'000 BGN'000 2011 2010
BGN'000 BGN'000
Current tax expense 1,457 3,785 521 1,852
Change in deferred taxes,
incl.: (3,020) (3,056) (2,459) (278)
Temporary differences recognised
during the year (123) (822) (1,272) (74)
Temporary differences originated
during the year (2,897) (2,234) (1,187) (204)
Total tax expense (benefit) (1,563) 729 (1,938) 1,574
============ ============ =========== ===========
The reconciliation between accounting loss and tax benefit is
presented in the table below:
Nine months Nine months
ended September ended September
30, 30,
2011 2010
BGN'000 BGN'000
Accounting profit (loss) (1,195) 1,426
Applicable tax rate 10% 10%
Tax expense (benefit) at the applicable
tax rate (120) 143
Aggregate tax effect from permanent differences (3,965) 53
Tax effect from unrecognised during the
current year temporary difference originated
during the current period 260 (2)
Tax effect from consolidation adjustments 2,262 535
----------------- -----------------
Tax expense (benefit) (1,563) 729
================= =================
The deferred tax asset (liability) presented in the consolidated
statement of financial position arises as a result of income tax
charges on deductible temporary differences, the effect of which is
as follows:
September 30, June 30, 2011 December 31,
2011 2010
Temporary Tax effect Temporary Tax Temporary Tax
difference difference effect difference effect
BGN'000 BGN'000 BGN'000 BGN'000 BGN'000 BGN'000
Balance at the
beginning of the
period
Property, plant
and equipment (27,401) (2,740) (27,401) (2,740) (22,594) (2,261)
Tax loss carry
forward 33,270 3,328 33,270 3,328 1,944 195
Unused paid leave
and retirement
compensations 1,238 125 1,238 125 2,087 210
Excess of interest
payments 18,807 1,879 18,807 1,879 30,990 3,098
Investments in
associates (16,869) (1,687) (16,869) (1,687) (16,869) (1,687)
Impairment of assets 3,844 384 3,844 384 4,110 411
Other 550 55 550 55 1,052 106
------------ ----------- ------------ -------- ------------ --------
13,439 1,344 13,439 1,344 720 72
============ =========== ============ ======== ============ ========
13. Taxation (continued)
September 30, June 30, 2011 December 31,
2011 2010
Temporary Tax effect Temporary Tax Temporary Tax
difference difference effect difference effect
BGN'000 BGN'000 BGN'000 BGN'000 BGN'000 BGN'000
Acquired through
business combination
Property, plant
and equipment - - - - (16,497) (1,649)
Unused paid leave
and retirement
compensations - - - - 111 10
Excess of interest
payments - - - - 19 2
Impairment of assets - - - - 162 17
Other - - - - 6 1
------------ ----------- ------------ -------- ------------ --------
- - - - (16,199) (1,619)
============ =========== ============ ======== ============ ========
Originated during
the period
Property, plant
and equipment 267 26 207 21 825 82
Tax loss carry
forward 15,415 1,542 6,930 693 33,270 3,327
Unused paid leave
and retirement
compensations 345 34 371 37 256 25
Excess of interest
payments 11,828 1,185 9,138 914 25 2
Impairment of assets 1 - 1 - 108 11
Other 1,102 110 522 51 501 50
------------ ----------- ------------ -------- ------------ --------
28,958 2,897 17,169 1,716 34,985 3,497
============ =========== ============ ======== ============ ========
Recognised during
the period
Property, plant
and equipment 1,724 173 1,443 143 10,865 1,088
Tax loss carry
forward - - (12,491) (1,249) (713) (71)
Unused paid leave
and retirement
compensations (202) (20) (140) (14) (1,216) (120)
Excess of interest
payments (46) (4) (46) (4) (10,690) (1,069)
Impairment of assets (6) (1) (5) (1) (536) (55)
Other (253) (25) (242) (24) (1,009) (102)
------------ ----------- ------------ -------- ------------ --------
1,217 123 (11,481) (1,149) (3,299) (329)
============ =========== ============ ======== ============ ========
Adjustments
Property, plant
and equipment - - - - - -
Tax loss carry
forward - - - - (1,231) (123)
Excess of interest
payments 2 - 2 - (1,537) (154)
2 - 2 - (2,768) (277)
============ =========== ============ ======== ============ ========
Balance at the
end of the period
Property, plant
and equipment (25,410) (2,541) (25,751) (2,576) (27,401) (2,740)
Tax loss carry
forward 48,685 4,870 27,709 2,772 33,270 3,328
Unused paid leave
and retirement
compensations 1,381 139 1,469 148 1,238 125
Excess of interest
payments 30,591 3,060 27,901 2,789 18,807 1,879
Investments in
associates (16,869) (1,687) (16,869) (1,687) (16,869) (1,687)
Impairment of assets 3,839 383 3,840 383 3,844 384
Other 1,399 140 830 82 550 55
------------ ----------- ------------ -------- ------------ --------
43,616 4,364 19,129 1,911 13,439 1,344
============ =========== ============ ======== ============ ========
14. Property, plant and equipment and intangible assets
Plant Assets
Land Buildings and Vehicles Other under Intangible Total
equipment assets construction assets
BGN'000 BGN'000 BGN'000 BGN'000 BGN'000 BGN'000 BGN'000 BGN'000
Cost
Balance at
January 1,
2010 38,855 50,634 147,361 24,752 13,528 9,781 2,415 287,326
Additions 298 352 599 27 378 4,644 8 6,306
Transfers (15) 2,361 3,371 - 503 (6,266) 46 -
Disposals (401) (97) (1,677) (4,178) (81) - - (6,434)
Balance at
September
30, 2010 38,737 53,250 149,654 20,601 14,328 8,159 2,469 287,198
--------- ---------- ----------- --------- --------- -------------- ----------- ---------
Additions - 281 1,112 29 - 992 2,732 5,146
Acquisitions
through business
combinations 6,499 5,519 129 - 156 109 10 12,422
Transfers - 564 1,828 - 145 (2,537) - -
Disposals (61) (75) - (1,809) (221) (2) - (2,168)
Balance at
December 31,
2010 45,175 59,539 152,723 18,821 14,408 6,721 5,211 302,598
--------- ---------- ----------- --------- --------- -------------- ----------- ---------
Additions 93 56 1,089 - 88 4,963 247 6,536
Transfers - 168 6,770 - 29 (6,967) - -
Disposals (244) (152) (4,623) (1,813) (333) (14) (60) (7,239)
Balance at
September
30, 2011 45,024 59,611 155,959 17,008 14,192 4,703 5,398 301,895
--------- ---------- ----------- --------- --------- -------------- ----------- ---------
Accumulated
Depreciation/
Amortisation
Balance at
January 1,
2010 - 19,888 70,715 18,116 8,748 - 1,686 119,153
Charged for
the period - 1,095 7,110 1,682 458 - 222 10,567
Transfers - 309 (311) - 2 - - -
Disposals - (42) (1,134) (4,084) (45) - - (5,305)
--------- ---------- ----------- --------- --------- -------------- ----------- ---------
Balance at
September
30, 2010 - 21,250 76,380 15,714 9,163 - 1,908 124,415
--------- ---------- ----------- --------- --------- -------------- ----------- ---------
Charged for
the period - 535 4,083 457 831 - 2 5,908
Disposals - (58) (163) (1,768) (19) - (1) (2,009)
Balance at
December 31,
2010 - 21,727 80,300 14,403 9,975 - 1,909 128,314
--------- ---------- ----------- --------- --------- -------------- ----------- ---------
Charged for
the period - 1,434 6,636 1,244 840 - 798 10,952
Transfers - (4) 4 - - - - -
Disposals - (98) (3,115) (1,707) (304) - (60) (5,284)
Balance at
September
30, 2011 - 23,059 83,825 13,940 10,511 - 2,647 133,982
--------- ---------- ----------- --------- --------- -------------- ----------- ---------
Carrying amount
at January
1, 2010 38,855 30,746 76,646 6,636 4,780 9,781 729 168,173
========= ========== =========== ========= ========= ============== =========== =========
Carrying amount
at September
30, 2010 38,737 32,000 73,274 4,887 5,165 8,159 561 162,783
========= ========== =========== ========= ========= ============== =========== =========
Carrying amount
at December
31, 2010 45,175 37,812 72,423 4,418 4,433 6,721 3,302 174,284
Carrying amount
at September
30, 2011 45,024 36,552 72,134 3,068 3,681 4,703 2,751 167,913
========= ========== =========== ========= ========= ============== =========== =========
14. Property, plant and equipment and intangible assets (continued)
As of September 30, 2011 property, plant and equipment with
carrying amount of BGN 37,896 thousand serves as collaterals under
bank loans extended to the Group, the Controlling Company and other
related parties (see also note 33.2).
15. Investment properties
September June 30, December
30, 2011 31, 2010
2011 BGN'000 BGN '000
BGN'000
Cost
Balance at the beginning of the
period 28,505 28,505 -
Acquisitions through business
combinations - - 28,592
Acquisitions 25 5
Disposals - - (87)
--------- -------- ---------
Balance at the end of the period 28,530 28,510 28,505
--------- -------- ---------
Accumulated Depreciation
Balance at the beginning of the
period 35 35 -
Charged for the period 304 203 35
--------- --------
Balance at the end of the period 339 238 35
--------- -------- ---------
Carrying amount at the beginning
of the period 28,470 28,470 -
========= ======== =========
Carrying amount at the end of
the period 28,191 28,272 28,470
========= ======== =========
Investment properties amounting to BGN 28,592 thousand were
acquired in November 2010 through business combinations. The
properties were measured at fair value determined by licensed
valuation expert.
As of September 30, 2011, investment properties with carrying
amount of BGN 22,217 thousand serve as collaterals under bank loans
extended to the Group (see also note 25).
16. Investments in associates
As of January 1, 2010 the Group had an investment in associates
of 36.92% from the equity of Eurocapital-Bulgaria AD. In November
2010 the Group acquired additional 53.05% and as of December 31,
2010 its share in the equity is 89.97%. Additional ownership of
10.03% was acquired in April 2011. As of September 30, 2011 the
Group has 100% ownership from the equity of Eurocapital-Bulgaria AD
(see also note 30).
November September
30, 30,
2010 2010
BGN'000 BGN'000
Investment at the beginning of the period 15,299 15,299
Group's share in the profit of the associate 53 197
Share of distributed dividends from associate (260) (260)
--------- ----------
Investment at the end of the period 15,092 15,236
========= ==========
17. Investments in other companies
As of September 30, 2011, June 30, 2011 and December 31, 2010
the Group owns 6.92% of the equity of Capital 3000 AD. The
investment in Capital 3000 AD has been fully impaired in prior
reporting periods.
18. Goodwill
September June 30, December
30, 31, 2010
2011 2011 BGN '000
BGN '000 BGN '000
Cost
Cost at the beginning of the
period 19,575 19,575 18,297
Goodwill recognised during the
year through business combinations - - 1,278
---------- ---------- ----------
Cost at the end of the period 19,575 19,575 19,575
---------- ---------- ----------
Impairment loss
Recognised during the period - - (1,243)
---------- ---------- ----------
Impairment loss at the end of
the period (1,243) (1,243) (1,243)
---------- ---------- ----------
18,332 18,332 18,332
========== ========== ==========
As of September 30, 2011 goodwill with carrying amount of BGN
18,332 thousand (June 30, 2011 and December 31, 2010: BGN 18,332
thousand) has arisen as a result of the acquisition of the
subsidiary Naftex Petrol EOOD and BPI EAD.
In November 2010 the Group acquired control in BPI EAD and
Naftex Security EAD and as a result goodwill at the amount of BGN
35 thousand and BGN 1,243 thousand respectively was recognised.
Goodwill arising from the acquisition of Naftex Security EAD was
completely impaired as at the date of the acquisition.
A review for impairment of the carrying amount of goodwill
originated as a result of the acquisition of Naftex Petrol EOOD is
performed as of September 30, 2011 and the method of discounted net
cash flows is used. The method is based on the cash flows forecasts
prepared by the subsidiary's management for four-year period after
September 30, 2011. The assumption that the net cash flows after
the last forecast period will be constant is used. The used
discount rate of 12.76% is calculated as subsidiary's weighted
average cost of capital of the subsidiary. The result of the
applied method shows that the amount of the investment in the
subsidiary exceeds the total amount of net assets and goodwill as
of September 30, 2011 and June 30, 2011 and therefore no impairment
loss on goodwill is recognised.
19. Loans granted
September June 30, December
30, 31, 2010
2011 2011 BGN '000
BGN '000 BGN '000
Non-current receivables
Loans to related parties 11,943 9,213 34,902
----------
11,943 9,213 34,902
---------- ---------- ----------
Current receivables
Loans and deposits to related
parties 96,958 93,876 94,320
Loans to third parties 1,054 179 117
----------
98,012 94,055 94,437
---------- ---------- ----------
109,955 103,268 129,339
========== ========== ==========
As of September 30, 2011 a loan granted to related party
amounting to BGN 23,152 thousand, has been granted as collateral on
bank loans received by the Group (see also note 25).
Receivables on loans granted to related parties are disclosed in
note 32.
20. Inventories
September June 30, December
30, 31, 2010
2011 2011 BGN '000
BGN '000 BGN '000
Non-current assets
Compulsory stock of fuel 63,980 63,980 34,939
---------- ---------- ----------
63,980 63,980 34,939
---------- ---------- ----------
Current assets
Goods, including: 40,389 28,919 75,347
Fuels 31,113 18,954 63,852
Lubricants and other goods 9,276 9,965 11,495
Materials 2,755 2,464 2,386
---------- ----------
43,144 31,383 77,733
---------- ---------- ----------
107,124 95,363 112,672
========== ========== ==========
As of September 30, 2011 the Group stores compulsory stock of
fuel in compliance with the Mandatory Stock of Crude Oil and Oil
Products Act amounting to BGN 63,980 (June 30, 2011: BGN 63,980
thousand; December 31, 2010: BGN 34,939 thousand).
As of September 30, 2011 available fuels are pledged as
collateral under utilised by the Group bank loans (see also note
25).
21. Trade and other receivables
September June 30, December
30, 31, 2010
2011 2011 BGN '000
BGN '000 BGN '000
Receivables from customers, incl. 159,041 68,442 48,610
Initial cost 161,303 70,704 50,631
Allowance for doubtful debts (2,262) (2,262) (2,021)
Receivables from related parties 20,149 18,359 19,809
Litigations and writs 10,044 9,090 8,825
Initial cost 4,088 3,134 3,053
Allowance for doubtful debts (16) (16) (16)
Tax audit act 5,972 5,972 5,788
Guarantees for tender participation 2,332 2,267 2,284
Advances granted 1,813 819 810
Refundable taxes, incl. 904 1,434 1,118
VAT 864 1,301 922
Other taxes 40 133 196
Prepaid expenses 342 460 320
Other 3,058 1,732 1,405
---------- ---------- ----------
197,683 102,603 83,181
========== ========== ==========
As of September 30, 2011 the Group has receivables amounting to
BGN 122,310 thousand which have been granted as collateral on bank
loans received by the Group (see also note 25).
The Group considers that the carrying amount of trade and other
receivables does not significantly differ from their fair value as
of September 30, 2011, June 30, 2011 and December 31, 2010.
Receivables from related parties are disclosed in note 32.
22. Cash
September June 30, December
30, 31, 2010
2011 2011 BGN '000
BGN '000 BGN '000
Cash at banks 6,767 3,577 7,628
Cash in transit 2,372 2,233 3,410
Cash on hand 125 140 134
---------- ---------- ----------
Cash as of statement of cash
flows 9,264 5,950 11,172
---------- ---------- ----------
Restricted cash 59,725 59,725 149
---------- ---------- ----------
Cash as of statement of financial
position 68,989 65,675 11,321
========== ========== ==========
As of September 30, 2011 the amount of BGN 59,724 thousand
presented as restricted cash represents collateral under utilised
trade loan (see also note 25).
As of September 30, 2011 cash at the amount of BGN 6,321
thousand (June 30, 2011: BGN 3,395 thousand; 2010: BGN 6,963
thousand) serve as collateral under utilised bank loans (see also
note 25).
As of December 31, 2010 cash at the amount of BGN 149 thousand
is presented as restricted cash which serves as collateral for the
excise duty payable.
Cash in transit is cash collected from the petrol stations as of
the end of the reporting period which is to be received on the
Group's accounts in the beginning of the next reporting period.
23. Share capital
The share capital of the Group is presented at its nominal
value, according to the court decision for registration.
As of September 30, 2011, June 30, 2011 and December 31, 2010
the shareholders of the Parent company are as follows:
Shareholders September June 30, December
30, 31,
2011 2011 2010
% of share % of share % of share
capital capital capital
Petrol Holding AD 55.48% 55.48% 55.48%
Naftex Petrol EOOD 41.82% 41.82% 41.82%
Ministry of Economics 0.66% 0.66% 0.66%
Other minority shareholders 2.04% 2.04% 2.04%
------------
100% 100% 100%
============ ============ ============
24. Reserve from adoption of IFRS
The reserve from adoption of IFRS as of September 30, 2011, June
30, 2011 and December 31, 2010 amounts to BGN 18,542 thousand, BGN
18,378 thousand and BGN 20,456 thousand, respectively, and it has
been formed as a result of a revaluation of property, plant and
equipment and intangible assets, carried out in the period 1998 -
2001, as well as of revaluation as of December 31, 2002, in
relation to the first time adoption of IFRS in the preparation of
Parent company's separate financial statements.
25. Borrowings
September June 30, December
30, 31, 2010
2011 2011 BGN '000
BGN '000 BGN '000
Non-current liabilities
Loans from financial institutions 2,936 3,105 3,442
Liabilities under leaseback agreements 39,460 39,567 40,043
----------
42,396 42,672 43,485
========== ========== ==========
Current liabilities
Loans from financial institutions 43,403 44,842 27,326
Debenture loans 171,054 146,022 195,505
Liabilities under leaseback agreements 1,409 1,406 1,509
Trade loans from related parties 11,767 13,247 15,867
Trade loans from non-related
parties 78,496 79,199 -
---------- ---------- ----------
306,129 284,716 240,207
========== ========== ==========
348,525 327,388 283,692
========== ========== ==========
25. Borrowings (continued)
The average effective interest rate on loans from financial
institutions is within the range of 4% to 10% (2010: from 4% to
10%). Goods, cash in current accounts, receivables and promissory
notes are pledged as collateral for the loans.
In October 2006 the Parent company issued 2,000 registered,
transferable bonds with fixed annual interest rate of 8.375% and
issue value - 99.507% of the face value, which is determined at EUR
50,000 per one bond. The term of the bond issue is 5 years and the
maturity date is in October 2011. The principal is due in one
payment at the maturity date. The issue is secured by Group's
receivables under loans, granted to related parties and a corporate
guarantee, issued by a subsidiary. The transaction costs for the
bond issue amount to BGN 3,049 thousand. Interest is paid once a
year. The annual effective interest rate is 8.955%. The purpose of
the issue is working capital financing, financing of investment
projects and restructuring of the Group's debt.
In 2011 the Group has repurchased bonds from the issue stated
above with nominal EUR 17,000 thousand at the price of EUR 11,900
thousand. The repurchased bonds are reported in these consolidated
financial statements as decrease of the debenture loan.
In 2011 the Group borrowed from non-related parties the amount
of BGN 77,243 thousand at an interest rate of 9%. The loan at the
amount of BGN 17,808 thousand expires in October 2011 and the loan
at the amount of BGN 59,435 thousand expires in December 2011. Both
loans are secured by assets of the Parent company.
The liabilities under bank loans and leaseback agreements are
secured with pledge of property, plant and equipment, inventory,
cash and receivables of the Group as well as guarantees, promissory
notes and assets of related parties (see also notes 14, 15, 20, 21,
22).
The liabilities to related parties are disclosed in note 32.
26. Obligations under finance lease
Minimum lease payments Present value of minimum
lease payments
September June December September June December
30, 2011 30, 31, 2010 30, 30, 31,
BGN '000 2011 BGN '000 2011 2011 2010
BGN BGN BGN BGN
'000 '000 '000 '000
Amounts payable under
finance leases
Within one year 1,199 1,421 1,634 1,111 1,325 1,517
From one to two years 718 721 986 664 664 920
From three to five
years 990 1,165 1,515 963 1,129 1,459
Less: Interest payable
Within one year (88) (96) (117) - -
From one to two years (54) (57) (66) - -
From three to five
years (27) (36) (56) - -
---------- ----------
Present value of finance
lease obligations 2,738 3,118 3,896 2,738 3,118 3,896
---------- ------ ---------- ---------- -------- ---------
Less: Present value
of finance lease obligations
with maturity less
than 1 year (1,111) (1,325) (1,517)
---------- -------- ---------
Present value of finance
lease obligations
with maturity over
1 year 1,627 1,793 2,379
========== ======== =========
Assets acquired by the Group under finance leases comprise of
vehicles. The lease term of the contracts is between 3 to 5
years.
Management believes that the fair value of the obligations under
finance leases does not differ significantly from their carrying
amount.
Liabilities under finance lease agreements are secured by
promissory notes issued by the Group in favour of the lessors and
expire at the termination date of the respective agreements.
27. Retirement benefits obligations
The Group accrues liabilities for retirement benefits at the
amount of BGN 211 thousand (BGN 21 thousand as short-term portion
and BGN 190 thousand as long-term portion). The amount of the
liabilities is based on an actuary valuation, taking into
consideration assumptions for mortality, disability, employment
turnover, salaries' growth, etc. The present value of the liability
is calculated by applying a discount factor of 4%.
28. Trade and other payables
September June 30, December
30, 31, 2010
2011 2011 BGN '000
BGN '000 BGN '000
Payables to suppliers 212,223 140,056 151,859
Tax payables, incl.: 79,026 44,934 49,457
VAT 35,986 11,005 18,278
Excise duties and other taxes 43,040 33,929 31,179
Advances received 13,392 8,433 18,161
Payables to personnel and social
security funds 3,136 3,063 2,932
Related party payables 3,007 2,789 2,923
Deferred income 93 77 174
Other 5,523 3,519 3,114
---------- ---------- ----------
316,400 202,871 228,620
========== ========== ==========
Related party payables are disclosed in note 32.
The Group accrues liabilities for unused annual paid leave of
employees in compliance with IAS 19 Employee Benefits. The movement
of these liabilities for the reported periods is as follows:
September June 30, December
30, 31, 2010
2011 2011 BGN '000
BGN '000 BGN '000
Balance at the beginning of the
period 747 747 1,568
Acquisitions through business
combinations - - 111
Accrued during the period 345 372 256
Utilised during the period (202) (141) (1,188)
---------- ---------- ----------
Balance at the end of the period,
including: 890 978 747
========== ========== ==========
Paid leave 734 831 605
Social security contributions 156 147 142
The balance at the end of the period is presented in the
statement of financial position together with the current
liabilities for employee benefits.
The management believes that the carrying amount of the current
liabilities, presented in the consolidated statement of financial
position, approximates their fair value.
29. Current income tax payable
Current income tax includes corporate income tax accruals for
the current period and prior periods up to the amount, which is not
settled at the end of the reporting period.
September June 30, December
30, 31, 2010
2011 2011 BGN '000
BGN '000 BGN '000
Income tax payable as of January
1 3,629 3,629 662
Accrued corporate income tax 1,457 936 4,096
Corporate income tax paid (5,012) (4,756) (1,137)
Offsetting against other tax
payables (receivables) (82) (76) 8
Income tax (receivable) payable
at the end of the period (8) (267) 3,629
========== ========== ==========
30. Subsidiaries
The subsidiaries, included in the consolidation, over which the
Group has control as of September 30, 2011, June 30, 2011 and
December 31, 2010 are as follows:
Subsidiary Main activity Investment Investment Investment
as of
December
31, 2010
as of as of
September
30, 2011
June 30,
2011
Naftex Petrol
EOOD Wholesale with fuels 100% 100% 100%
Petrol Trans Express
EOOD Transport services 100% 100% 100%
Petrol Technika Service and maintenance
EOOD of fuel stations 100% 100% 100%
Petrol Gas EOOD Wholesale with fuels 100% 100% 90%
Petrol Properties Real estate and moveable
EOOD property trade 100% 100% 100%
Naftex Petrol
Trade EOOD Wholesale with fuels 100% 100% -
Management, rent and
Elite Petrol AD sale of properties 99.99% 99.99% 99.99%
Management, rent and
sale of properties
Eurocapital-Bulgaria and construction works
AD through sub-contractors 100% 100% 89.97%
BPI EAD Rent of property 100% 100% 100%
Naftex Security Security services -
EAD personal and properties 100% 100% 100%
Jurex Consult Legal advises, management
AD and consulting services 79.95% 79.95% 79.95%
Varna Storage Management, rent and
EOOD sale of properties 100% 100% -
In January 2011 the Parent company purchased the shares of the
minority owner of Petrol Gas OOD at the amount of BGN 1. As a
result the legal form of the subsidiary is changed to EOOD.
In January 2011 Naftex Petrol Trade EOOD, a new subsidiary, was
established. The share capital of the company is BGN 5 thousand, of
which BGN 10 are paid as of the date of these consolidated
financial statements.
31. Special purpose entities
In compliance with SIC 12 Consolidation - Special Purpose
Entities (SPE) and the approved accounting policy, the Group of
Petrol AD consolidates such entities because the substance of the
relationship between the Group and the SPEs indicates that they are
controlled by the Group, as follows:
-- The activities of the SPEs are being conducted on behalf of
Naftex Petrol EOOD according to its specific business needs so that
Naftex Petrol obtains benefits from the SPEs' operations,
-- Naftex Petrol EOOD has the decision-making powers to obtain
the majority of the benefits of the activities of the SPEs,
-- Naftex Petrol has rights to obtain the majority of the
benefits of the SPEs and is therefore exposed to risks incident to
their activities.
The consolidated SPEs controlled by the Group as at September
30, 2011, June 30, 2011 and December 31, 2010 are as follows:
Name of SPE Main activity
Petrol Trade EOOD Import of petroleum products
Naftex Trade EOOD Import of petroleum products
32. Disclosure of related parties and transactions
The related parties which the Parent company controls and has
significant influence on are disclosed in notes 30 and 31.
The Parent company is controlled by Petrol Holding AD.
The following transactions with related parties have been
performed during the reporting period:
Related party
Petrol Holding AD Controlling Company and Parent Company
New Co Zagora EOOD Company under common control
Interhotel Bulgaria Burgas Company under common control
EOOD
BC Izvor AD Company under common control
Ross Oil EOOD Company under common control
Air Lazur - General Aviation
EOOD Company under common control
Transcard D Company under common control
orsko Kazino D Company under common control
ransat AD Company under common control
Varna Business Services
EOOD Company under common control
rans Operator D Company under common control
Transcard Financial Services
EAD Company under common control
ma Sport E D Company under common control
Balneohotel Pomorie AD Company under common control
PSFC Chernomoretz D Company under common control
Black Sand Resort AD Company under common control
SOCCRAT EAD Company under common control
Federal Bulgaria Management
AD Company under common control
Petrol Card Service EOOD Company under common control
Vratzata OOD Company under common control
Transcard Payment Services Company under common control
EAD
Bulgarian Rose Gardens EOOD Company under common control
Fransis Residence EOOD Company under common control
rans Telecom AD Associate of Petrol Holding AD
ma News D Associate of Petrol Holding D
Rex Lotto D Associate of Petrol Holding D
Petrol Engineering AD Associate of Petrol Holding D
The transactions performed relate primarily to:
-- purchase and sale of liquid fuels;
-- granting and receiving loans;
-- purchase and sale of property, plant and equipment;
-- Holding fees and services.
32. Related party disclosures (continued)
In the first nine months of 2011 and 2010 transactions with
related parties are as follows:
Sale of goods, services Nine months Nine months Three Three
and non-current assets ended ended months months
ended ended
September September September September
30, 30, 30, 30,
2011 2010 2011 2010
Related parties BGN'000 BGN'000 BGN'000 BGN'000
Controlling company 289 164 98 56
Companies under common
control 1,747 1,105 577 229
Associates - 3 - 1
Associates of Petrol
Holding AD 25 167 (2) 46
2,061 1,439 673 332
============ ============ =========== ===========
Purchase of goods, Nine months Nine months Three Three
services and non-current ended ended months months
assets ended ended
September September September September
30, 30, 30, 30,
2011 2010 2011 2010
Related parties BGN'000 BGN'000 BGN'000 BGN'000
Controlling company 2,014 2,909 671 967
Companies under common
control 1,396 3,794 316 1,199
Associates - 213 - 90
Associates of Petrol
Holding AD 1 18 - 6
3,411 6,934 987 2,262
============ ============ =========== ===========
Finance income Nine months Nine months Three Three
ended ended months months
ended ended
September September September September
30, 30, 30, 30,
2011 2010 2011 2010
Related parties BGN'000 BGN'000 BGN'000 BGN'000
Controlling company 23,066 4,575 1,434 1,851
Companies under common
control 455 88 177 48
Associates of Petrol
Holding AD 5 7 2 3
23,526 4,670 1,613 1,902
============ ============ =========== ===========
Finance costs Nine months Nine months Three Three
ended ended months months
ended ended
September September September September
30, 30, 30, 30,
2011 2010 2011 2010
Related parties BGN'000 BGN'000 BGN'000 BGN'000
Controlling company 53 - 17 -
Companies under common
control 7 8 - 2
Key management 747 - 206 -
807 8 223 2
============ ============ =========== ===========
32. Related party disclosures (continued)
The outstanding balances with related parties as of September
30, 2011, June 30, 2011 and December 31, 2010 are as follows:
Related parties September June 30, December
30, 31,
2011 2011 2010
BGN'000 BGN'000 BGN'000
Receivables Receivables Receivables
Controlling company, including: 117,738 110,447 138,255
Interest-bearing loans -non-current
portion 7,357 4,627 30,727
Interest-bearing loans - current
portion 96,594 93,572 94,016
Companies under common control 9,807 9,549 8,227
Interest-bearing loans -non-current
portion 4,586 4,586 4,175
Interest-bearing loans - current
portion 304 304 304
Associates of Petrol Holding
AD 291 299 1,446
ey management staff, incl. 1,214 1,153 1,103
Short-term interest-bearing
loans 60 - -
129,050 121,448 149,031
============ ============ ============
Related parties September June 30, December
30, 31, 2010
2011 2011
BGN'000 BGN'000 BGN'000
Payables Payables Payables
Controlling company, incl. 3,159 3,094 3,626
Short-term interest-bearing
loans 1,472 1,472 1,472
Companies under common control,
incl. 383 454 461
Associates of Petrol Holding
AD 17 17 20
Key management staff, incl. 11,215 12,471 14,683
Short-term interest-bearing
loans 10,295 11,775 14,395
---------- --------- ----------
14,774 16,036 18,790
========== ========= ==========
33. Contingent liabilities
As of September 30, 2011 assets with a carrying amount of BGN
16,515 thousand are mortgaged and pledged as collateral on bank
loans, granted to related parties (see also note 14).
34. Events after the reporting period
In September 2011 an invitation was publicly announced to the
holders of 8.375% guaranteed notes due 2011 (ISIN: XS0271812447)
issued by Petrol AD (the "Notes") for tender offers to sell for
cash part of the outstanding principle at purchase price of EUR 850
per EUR 1,000 par value. Following that, in October 2011 the Group
has successfully repurchased notes with aggregate principle amount
of EUR 11,779 thousand. All repurchased Notes have been duly
cancelled and the outstanding loan principle has been marked down
to EUR 87,038 thousand.
On a meeting of the noteholders held in October 2011, an
extraordinary resolution was passed for modification of the terms
and conditions of the Notes. Pursuant to this resolution, the final
date for redemption of the Notes at their principle amount has been
changed to 26 January 2012.
In November 2011 a new invitation to the noteholders was
publicly announced to attend a meeting in early December, on which
to vote proposed modifications in the trust deed, including the
extension of the deadline for repayment of the loan to 27 January
2017, and eliminate a number of restrictive conditions in order to
provide greater flexibility in making operational management
decisions in a constantly changing business environment.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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