TIDM74JJ

RNS Number : 2091N

Petrol AD

30 August 2011

Consolidated financial statements

as of June 30, 2011

and Notes to the consolidated financial statements

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the period ended June 30, 2011

 
                                          Six        Six 
                                       months     months      Three      Three 
                                        ended      ended     months     months 
                                         June       June      ended      ended 
                                          30,        30,       June       June 
                                         2011       2010   30, 2011   30, 2010 
                              Note    BGN'000    BGN'000    BGN'000    BGN'000 
 
Revenue                        6      634,701    505,506    341,205    267,210 
Other income                   7        1,607      2,048        808      1,036 
 
Cost of goods sold                  (590,227)  (459,776)  (322,922)  (245,386) 
Materials and consumables      8      (4,339)    (4,655)    (2,045)    (2,149) 
Hired services                 9     (13,313)   (15,467)    (7,730)    (8,267) 
Employee benefits expenses     10    (12,784)   (10,715)    (6,445)    (5,472) 
Depreciation and 
 amortization expenses         14     (7,668)    (7,462)    (3,713)    (3,545) 
Other expenses                 11     (4,646)    (2,371)    (3,173)    (1,291) 
 
Finance income                 12      29,351      3,369      4,508      1,787 
Finance costs                  12    (16,061)   (22,374)    (8,725)   (12,936) 
Share of profit of 
 associates                    16           -        130          -         24 
                                    ---------  ---------  ---------  --------- 
 
Profit (loss) before 
 taxes                                 16,621   (11,767)    (8,232)    (8,989) 
 
Income tax benefit 
 (expense)                     13       (375)        845        607        752 
                                    ---------  ---------  ---------  --------- 
 
Net profit (loss) for 
 the period                            16,246   (10,922)    (7,625)    (8,237) 
                                    ---------  ---------  ---------  --------- 
 
Attributable to: 
 
     Owners of the Parent 
      company                          16,237   (10,831)    (7,626)    (8,172) 
     Non-controlling 
      interest                              9       (91)          1       (65) 
                                    ---------  --------- 
 
Total comprehensive 
 income for the period                 16,246   (10,922)    (7,625)    (8,237) 
                                    =========  =========  =========  ========= 
 
 

These consolidated financial statements have been approved on behalf of Petrol AD by:

 
 
 Svetoslav Yordanov   Daniela Taskova-Stoykova 
 Executive Director   Chief Accountant 
 

August 29, 2011

(The accompanying notes from page 8 to page 39 are an integral part of these consolidated financial statements)

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As of June 30, 2011

 
                                                         March  December 
                                            June 30,       31,       31, 
                                                2011      2011      2010 
                                      Note   BGN'000   BGN'000   BGN'000 
 
Non-current assets 
 
    Property, plant and equipment 
     and intangible assets             14    168,430   171,631   174,284 
    Investment properties              15     28,272    28,373    28,470 
    Goodwill                           18     18,332    18,332    18,332 
    Deferred tax assets                13      1,911       852     1,344 
    Loans granted                      19      9,213     7,124    34,902 
    Compulsory inventory               20     63,980    34,939    34,939 
                                            -------- 
 
Total non-current assets                     290,138   261,251   292,271 
                                            --------  --------  -------- 
 
Current assets 
 
    Inventories                        20     31,383    47,632    77,733 
    Loans granted                      19     94,055    93,679    94,437 
    Trade and other receivables        21    102,603   112,516    83,181 
    Current income tax receivable      29        267         -         - 
    Cash                               22     65,675     7,555    11,321 
                                            -------- 
 
Total current assets                         293,983   261,382   266,672 
                                            --------  --------  -------- 
 
Total assets                                 584,121   522,633   558,943 
                                            ========  ========  ======== 
 
Shareholder's equity 
 
    Share capital                      23     76,401    76,401    76,401 
    Reserve from adoption 
     of IFRS                           24     18,378    20,436    20,456 
    Legal reserves                            18,864    18,914    18,914 
    Accumulated loss                        (63,162)  (57,564)  (81,177) 
                                            --------  --------  -------- 
 
Total equity, attributable 
 the owners of the Parent 
 Company                                      50,481    58,187    34,594 
                                            --------  --------  -------- 
 
Non-controlling interest                          52     4,579     4,301 
                                            --------  --------  -------- 
 
Total equity and reserves                     50,533    62,766    38,895 
                                            -------- 
 
Non-current liabilities 
 
    Borrowings                         25     42,672    43,090    43,485 
    Obligations under finance 
     lease                             26      1,793     2,021     2,379 
    Retirement benefits obligations    27        190       190       190 
 
Total non-current liabilities                 44,655    45,301    46,054 
                                            --------  --------  -------- 
 
 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As of June 30, 2010 (continued)

 
                                                June     March  December 
                                                 30,       31,       31, 
                                                2011      2011      2010 
                                      Note   BGN'000   BGN'000   BGN'000 
 
Current liabilities 
 
    Trade and other payables           28    202,871   204,819   228,620 
    Borrowings                         25    284,716   205,527   240,207 
    Obligations under finance 
     lease                             26      1,325     1,483     1,517 
    Retirement benefits obligations    27         21        21        21 
    Current income tax payable         29          -     2,716     3,629 
                                            -------- 
 
    Total current liabilities                488,933   414,566   473,994 
                                            --------  --------  -------- 
 
    Total liabilities                        533,588   459,867   520,048 
                                            --------  --------  -------- 
 
Total equity and liabilities                 584,121   522,633   558,943 
                                            ========  ========  ======== 
 

These consolidated financial statements have been approved on behalf of Petrol AD by:

 
 
 Svetoslav Yordanov   Daniela Taskova-Stoykova 
 Executive Director   Chief Accountant 
 

August 29, 2011

(The accompanying notes from page 8 to page 39 are an integral part of these consolidated financial statements)

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY

For the period ended June 30, 2011

 
                                                                             Non-controlling      Total 
                                  Equity attributable to the                        Interest     equity 
                                 owners of the Parent Company                        BGN'000    BGN'000 
                               Reserve 
                                  from 
                      Share   adoption      Legal   Accumulated 
                    Capital    of IFRS   reserves          loss      Total 
                    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 
 
 Loss for 
  the period              -          -          -      (10,831)   (10,831)              (91)   (10,922) 
 
 Total 
  comprehensive 
  income                  -          -          -      (10,831)   (10,831)              (91)   (10,922) 
                   --------  ---------  ---------  ------------  ---------  ----------------  --------- 
 
 Reserve of 
  disposed 
  assets                  -      (201)          -           201          -                 -          - 
                   --------  ---------  ---------  ------------  ---------  ----------------  --------- 
 
 Balance at 
  June 30, 
  2010               76,401     20,456     18,914      (94,548)     21,223             (192)     21,031 
                   ========  =========  =========  ============  =========  ================  ========= 
 
 Profit for 
  the period              -          -          -        13,137     13,137             (108)     13,029 
 
 Total 
  comprehensive 
  income                  -          -          -        13,137     13,137             (108)     13,029 
                   --------  ---------  ---------  ------------  ---------  ----------------  --------- 
 
 Acquisition of 
  non-controlling 
  interest in 
  acquired 
  subsidiaries            -          -          -             -          -             4,601      4,601 
 Dividends 
  payable written 
  off                     -          -          -           234        234                 -        234 
 
 Balance at 
  December 
  31, 2010           76,401     20,456     18,914      (81,177)     34,594             4,301     38,895 
                   ========  =========  =========  ============  =========  ================  ========= 
 
 Profit for 
  the period              -          -          -        16,237     16,237                 9     16,246 
 
 Total 
  comprehensive 
  income                  -          -          -        16,237     16,237                 9     16,246 
                   --------  ---------  ---------  ------------  ---------  ----------------  --------- 
 
 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                  -    (2,078)          -         2,078          -                 -          - 
                   --------  ---------  ---------  ------------  ---------  ----------------  --------- 
 
 Balance at 
  June 30, 
  2011               76,401     18,378     18,864      (63,162)     50,481                52     50,533 
                   ========  =========  =========  ============  =========  ================  ========= 
 

These consolidated financial statements have been approved on behalf of Petrol AD by:

 
 
 Svetoslav Yordanov   Daniela Taskova-Stoykova 
 Executive Director   Chief Accountant 
 

August 29, 2011

(The accompanying notes from page 8 to page 39 are an integral part of these consolidated financial statements)

CONSOLIDATED STATEMENT OF CASH FLOWS

For the period ended June 30, 2010

 
                                         Six        Six      Three      Three 
                                      months     months     months     months 
                                       ended      ended      ended      ended 
                                        June       June       June       June 
                                         30,        30,        30,        30, 
                                        2011       2010       2011       2010 
                                     BGN'000    BGN'000    BGN'000    BGN'000 
 
 Cash flows from operating 
  activities 
 
 Net profit (loss) before 
  taxes                               16,621   (10,831)    (8,232)    (8,053) 
 
 Adjustments for: 
 
  Depreciation/amortisation 
   of property, plant and 
   equipment and intangible 
   assets                              7,668      7,462      3,713      3,545 
  Interest expense, bank 
   fees and commissions, 
   net                                10,662      8,187      3,544      4,255 
  Shortages and normal loss, 
   net of excess assets                  602        171         28        256 
  Provisions for unused 
   paid leave and retirement 
   benefits                              372        287        100        218 
  Impairment of assets                   (1)          -          -          - 
  Loss (gain) on liquidation 
   of assets                           1,431        138      1,452       (85) 
  Net effect from applying 
   the equity method                       -      (130)          -       (24) 
  Loss on transactions with 
   derivative                              -        121          -        121 
  Gain on sale of property, 
   plant and equipment                   290      (284)        429      (154) 
  Gain on redeemed bonds            (17,365)          -          -          - 
  Unrealised foreign exchange 
   differences                       (1,542)      2,648        255      2,603 
                                   ---------  --------- 
 
 Cash flows provided by 
  operating activities                18,738      7,769      1,289      2,682 
 
   Increase (decrease) in 
    trade payables                   (4,716)      7,687    (4,956)     11,955 
   Decrease (increase) in 
    inventories                       16,707   (17,846)   (12,820)   (13,005) 
   Decrease (increase) in 
    trade receivables               (19,274)      7,382     11,791      4,287 
                                   ---------  ---------  ---------  --------- 
 
 Cash flows provided by 
  (used in) operating activities      11,455      4,992    (4,696)      5,919 
 
   Interest and bank fees 
    and commissions paid             (6,784)    (2,124)    (3,717)    (1,142) 
   Income taxes paid                 (4,756)      (907)    (3,354)       (62) 
                                   ---------  ---------  ---------  --------- 
 
 Net cash provided by (used 
  in) operating activities              (85)      1,961   (11,767)      4,715 
 
 

CONSOLIDATED STATEMENT OF CASH FLOWS

For the period ended June 30, 2010 (continued)

 
                                         Six        Six      Three      Three 
                                      months     months     months     months 
                                       ended      ended      ended      ended 
                                        June       June       June       June 
                                         30,        30,        30,        30, 
                                        2011       2010       2011       2010 
                                     BGN'000    BGN'000    BGN'000    BGN'000 
 
 Cash flows from investing 
  activities 
 
  Payments for acquisition 
   of property, plant and 
   equipment and intangible 
   assets                            (3,183)    (4,225)    (1,982)    (1,276) 
  Proceeds from sale of 
   property, plant and equipment         519        452        236        293 
  Interest received on loans 
   and deposits granted                  876        441        112        433 
  Net payments from transactions 
   with derivatives                        -      (121)          -      (121) 
  Proceeds from (payments 
   for) loans and deposits 
   granted, net                     (12,507)   (13,097)    (5,828)    (7,521) 
                                   ---------  --------- 
 
 Net cash provided by (used 
  in) investing activities          (14,295)   (16,550)    (7,462)    (8,192) 
 
 Cash flows from financing 
  activities 
 
  Proceeds from bank and 
   trade loans                        23,504      2,177     19,166    (2,790) 
  Payments for bank and 
   trade loans and bond issue       (12,912)      (232)      (788)        251 
  Payments on leaseback 
   agreements                          (655)          -      (365)          - 
  Dividends paid                         (1)        (1)          -          - 
  Lease payments                       (778)      (932)      (386)      (466) 
                                   ---------  --------- 
 
 Net cash provided by (used 
  in) financing activities             9,158      1,012     17,627    (3,005) 
 
 Net decrease in cash and 
  cash equivalents for the 
  period                             (5,222)   (13,577)    (1,602)    (6,482) 
 
 Cash and cash equivalents 
  at the beginning of the 
  period                              11,172     18,932      7,552     11,837 
                                   ---------  --------- 
 
 Cash and cash equivalents 
  at the end of the period 
  (see also note 22)                   5,950      5,355      5,950      5,355 
                                   =========  =========  =========  ========= 
 

These consolidated financial statements have been approved on behalf of Petrol AD by:

 
 
 Svetoslav Yordanov   Daniela Taskova-Stoykova 
 Executive Director   Chief Accountant 
 

August 29, 2011

(The accompanying notes from page 8 to page 39 are an integral part of these consolidated financial statements)

Notes

to the consolidated financial statements

as of June 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 June 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 August 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 June 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),

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 principles 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 June 30, 2011, March 31, 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:

2.4. Foreign currency (continued)

 
 June 30, 2011:       1 USD = BGN 1.35323 
 March 31, 2011:      1 USD = BGN 1.37667 
 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 June 30, 2011, March 31, 2011 and December 31, 2010 and intragroup transactions as of June 30, 2011, March 31, 2011 and 2010, as well as all intragroup profits and losses, including unrealised profits and losses as of June 30, 2011, March 31, 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             25 years       25 years 
  buildings 
 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          25 years    25 years 
  buildings 
 Machines, plant and equipment     2, 3 and    2, 3 and 
                                   25 years    25 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   Weighted average cost 
  goods 
 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 3.6.3).

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 June 30, 2011, March 31, 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.

 
                              Wholesale      Retail   All other 
 June 30, 2011                 of fuels    of fuels    segments   Consolidated 
                                BGN'000     BGN'000     BGN'000        BGN'000 
 
 Total segment 
  revenue                       708,289     255,262       9,960        973,511 
 Inter-group revenue            317,362      12,861       7,001        337,224 
 Revenue from external 
  customers                     390,927     242,401       2,959        636,287 
 
 Adjusted EBITDA                  9,647       1,186         167         11,000 
 
 Depreciation/amortization        1,091       5,803         774          7,668 
 Impairment                           -           -           1              1 
 
 
                              Wholesale      Retail   All other 
 June 30, 2010                 of fuels    of fuels    segments   Consolidated 
                                BGN'000     BGN'000     BGN'000        BGN'000 
 
 Total segment 
  revenue                       548,542     247,211       1,907        797,660 
 Inter-group revenue            273,997      15,067       1,042        290,106 
 Revenue from external 
  customers                     274,545     232,144         865        507,554 
 
 Adjusted EBITDA                  2,450      11,271         849         14,570 
 
 Depreciation/amortization        1,284       5,760         418          7,462 
 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:

 
                                                June            June 
                                            30, 2011        30, 2010 
                                             BGN'000         BGN'000 
 
 Adjusted EBITDA reporting segments           10,833          13,721 
 Adjusted EBITDA all other segments              167             849 
 Depreciation/amortization                   (7,668)         (7,462) 
 Impairment                                      (1)               - 
 Finance income (expense), net                13,290        (19,005) 
 Share of profit of associates                     -             130 
                                      --------------  -------------- 
 
 Profit (loss) before tax                     16,621        (11,767) 
                                      ==============  ============== 
 

6. Revenue

 
                                Six           Six         Three          Three 
                             months        months        months         months 
                              ended         ended         ended          ended 
                               June          June          June           June 
                                30,           30,           30,            30, 
                               2011          2010          2011           2010 
                            BGN'000       BGN'000       BGN'000        BGN'000 
 
            Sale of 
             goods          628,453       497,241       337,766        263,273 
            Sale of 
             services         6,248         8,265         3,439          3,937 
                       ------------  ------------  ------------  ------------- 
 
                            634,701       505,506       341,205        267,210 
                       ============  ============  ============  ============= 
 

7. Other income

 
                                 Six           Six         Three         Three 
                              months        months        months        months 
                               ended         ended         ended         ended 
                                June          June          June          June 
                                 30,           30,           30,           30, 
                                2011          2010          2011          2010 
                             BGN'000       BGN'000       BGN'000       BGN'000 
 
            Surplus of 
             assets              633           759           313           256 
 Gain from sales of 
  property, plant and 
  equipment, incl.               290           284           151           154 
            Income 
             from 
             sales               548           931           270           769 
            Carrying 
             amount            (258)         (647)         (119)         (615) 
            Income 
             from 
             penalties           204           278            95           122 
            Insurance 
             claims              153           142            27            77 
 Gain from liquidation 
  of property, plant 
  and equipment and 
  materials, incl.                21             -             -             - 
            Income 
            from 
            sales                 21             -             -             - 
            Other                306           585           222           427 
                        ------------  ------------  ------------  ------------ 
 
                               1,607         2,048           808         1,036 
                        ============  ============  ============  ============ 
 

8. Materials and consumables

 
                                        Six                Six            Three            Three 
                                     months             months           months           months 
                                      ended              ended            ended            ended 
                                       June               June             June             June 
                                        30,                30,              30,              30, 
                                       2011               2010             2011             2010 
                                    BGN'000            BGN'000          BGN'000          BGN'000 
 
            Fuels and 
             lubricants               1,818              2,001              938              793 
            Electricity 
             and 
             heating                  1,578              1,517              624              636 
            Spare parts                 323                245              145              121 
            Office 
             consumables                297                290              148              174 
            Working 
             clothes                     84                 94               79               76 
            Water                        62                 64               32               34 
            Advertising 
             materials                   15                171                6              107 
            Other                       162                273               73              208 
                          -----------------  -----------------  ---------------  --------------- 
 
                                      4,339              4,655            2,045            2,149 
                          =================  =================  ===============  =============== 
 

9. Hired services

 
                              Six            Six          Three          Three 
                           months         months         months         months 
                            ended          ended          ended          ended 
                             June           June           June           June 
                              30,            30,            30,            30, 
                             2011           2010           2011           2010 
                          BGN'000        BGN'000        BGN'000        BGN'000 
 
  Commissions               2,672          2,712          1,580          1,403 
  Rents                     1,494          2,261            695          1,151 
  Transport                 1,343          1,418            921            871 
  Holding fee               1,210          1,039            605            520 
  Maintenance and 
   repairs                  1,055            790            642            340 
  State and 
   municipal fees             958            596            538            123 
  Advertising                 889            953            589            803 
  Consulting and 
   training                   684          1,097            506            479 
  Cash collection 
   expense                    662            589            334            341 
  Insurances                  604            771            311            478 
 Communications               507            722            329            326 
  Software 
   licenses                   463          1,039            284            639 
  Security                    262          1,106            153            590 
  Other                       510            374            243            203 
                    -------------  -------------  -------------  ------------- 
 
                           13,313         15,467          7,730          8,267 
                    =============  =============  =============  ============= 
 

10. Employee benefits expenses

 
                              Six            Six          Three          Three 
                           months         months         months         months 
                            ended          ended          ended          ended 
                             June           June           June           June 
                              30,            30,            30,            30, 
                             2011           2010           2011           2010 
                          BGN'000        BGN'000        BGN'000        BGN'000 
 
 Wages and 
  salaries                 10,481          8,997          5,255          4,610 
 Social security 
  contributions 
  and benefits              2,303          1,718          1,190            862 
                    -------------  -------------  -------------  ------------- 
 
                           12,784         10,715          6,445          5,472 
                    =============  =============  =============  ============= 
 

11. Other expenses

 
                                     Six           Six         Three         Three 
                                  months        months        months        months 
                                   ended         ended         ended         ended 
                                    June          June          June          June 
                                     30,           30,           30,           30, 
                                    2011          2010          2011          2010 
                                 BGN'000       BGN'000       BGN'000       BGN'000 
 
 Loss on liquidation 
  of non-current assets, 
  including:                           -           138             -          (85) 
      Income from 
       liquidation                     -         (103)             -         (103) 
      Carrying amount                  -           241             -            18 
 Expropriated assets               1,473             -         1,473             - 
            Shortages and 
             written-off 
             assets                1,216           847           661           491 
            Taxes and 
             charges               1,034           797           723           646 
            Entertainment 
             expenses and 
             sponsorship             436            96           121            54 
            Business trips           191           190            91            96 
            Penalties and 
             indemnities             124            38            63          (33) 
            Scrapped 
             assets                   19            83             -            21 
            Impairment of 
            assets                     1             -             -             - 
            Other                    152           182            41           101 
                            ------------  ------------  ------------  ------------ 
 
                                   4,646         2,371         3,173         1,291 
                            ============  ============  ============  ============ 
 

12. Finance income and costs

 
                              Six            Six          Three          Three 
                           months         months         months         months 
                            ended          ended          ended          ended 
                             June           June           June           June 
                              30,            30,            30,            30, 
                             2011           2010           2011           2010 
                          BGN'000        BGN'000        BGN'000        BGN'000 
 
 Finance income 
 
 Interest income, 
  including:                4,228          3,368          2,253          1,786 
 Interest income 
  on loans 
  granted                   3,258          2,571          1,451          1,371 
  Interest income 
   on trade and 
   other 
   receivables                412            769            246            394 
  Other interest 
   income                     558             28            556             21 
 Gain from 
 redeemed own 
 bonds                     17,365              -              -              - 
 Foreign exchange 
  rate gains, net           6,587              -          1,089              - 
 Other finance 
  income                    1,171              1          1,166              1 
 
                           29,351          3,369          4,508          1,787 
                    -------------  -------------  -------------  ------------- 
 
 Finance costs 
 
 Interest 
  expenses, 
  including:             (14,634)       (10,030)        (8,084)        (5,027) 
  Interest 
   expenses on 
   debenture 
   loans                  (7,360)        (8,982)        (3,412)        (4,530) 
  Interest 
   expenses on 
   bank loans             (1,855)          (481)        (1,043)          (265) 
  Interest 
   expenses on 
   obligations 
   under finance 
   lease                     (68)           (94)           (34)           (45) 
  Interest expense 
   on reverse 
   leasing                (1,184)              -          (605)              - 
  Interest 
   expenses on 
   trade loans            (1,842)          (453)        (1,534)          (409) 
  Other interest 
   expenses               (2,325)           (20)        (1,456)            222 
 Loss from 
  dealings with 
  derivatives, 
  including:                    -          (121)              -          (121) 
  Loss on 
   transactions                 -          (121)              -          (121) 
 Foreign exchange 
  rate losses, net              -       (10,697)              -        (6,995) 
 Bank fees, 
  commissions and 
  other costs 
  financial 
  expenses                (1,427)        (1,526)          (641)          (793) 
                    -------------  -------------  -------------  ------------- 
 
                         (16,061)       (22,374)        (8,725)       (12,936) 
                    -------------  -------------  -------------  ------------- 
 Finance income 
  (costs), net             13,290       (19,005)        (4,217)       (11,149) 
                    =============  =============  =============  ============= 
 

13. Taxation

Tax expense recognized in profit or loss comprises the amount of current and deferred income tax in accordance with the requirements of IAS 12 Income taxes.

 
                              Six            Six          Three          Three 
                           months         months         months         months 
                            ended          ended          ended          ended 
                             June           June           June           June 
                              30,            30,            30,            30, 
                             2011           2010           2011           2010 
                          BGN'000        BGN'000        BGN'000        BGN'000 
 
 Current tax 
  expense                     936          1,933            458            347 
 
 Change in 
  deferred taxes, 
  incl.:                    (561)        (2,778)        (1,065)        (1,099) 
    Temporary 
     differences 
     recognized 
     during the 
     year                   1,149          (748)          (291)            190 
    Temporary 
     differences 
     originated 
     during the 
     year                 (1,710)        (2,030)          (774)        (1,289) 
    Prior year 
    adjustments                 -              -              -              - 
                    -------------  ------------- 
 
 Total tax expense 
  (benefit)                   375          (845)          (607)          (752) 
                    =============  =============  =============  ============= 
 

The reconciliation between accounting loss and tax benefit is presented in the table below:

 
                                            Six months       Six months 
                                                 ended            ended 
                                                  June             June 
                                                   30,              30, 
                                                  2011             2010 
                                               BGN'000          BGN'000 
 
 Accounting profit (loss)                       16,621         (11,767) 
 Applicable tax rate                               10%              10% 
 Tax expense (benefit) at the 
  applicable tax rate                            1,662          (1,177) 
 
 Aggregate tax effect from permanent 
  differences                                  (1,039)               65 
 Tax effect from unrecognised 
  during the current year temporary 
  difference originated during 
  the current period                               190                - 
 Tax effect from adjustments during 
  the current year of tax liability 
  originated in prior period                       (5)              (1) 
 Recognised tax assets originated 
  in prior periods                                   5                - 
 Tax effect from consolidation 
  adjustments                                    (438)              268 
                                       ---------------  --------------- 
 
 Tax expense (benefit)                             375            (845) 
                                       ===============  =============== 
 
 

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:

 
                                                March 31,               December 
                       June 30, 2011               2011                 31, 2010 
                   Temporary       Tax    Temporary       Tax    Temporary       Tax 
                  difference    effect   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)

 
                                                March 31,               December 
                       June 30, 2011               2011                 31, 2010 
                   Temporary       Tax    Temporary       Tax    Temporary       Tax 
                  difference    effect   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              207        21          108        11          825        82 
 Tax loss carry 
  forward              6,930       693          784        78       33,270     3,327 
 Unused paid 
  leave and 
  retirement 
  compensations          371        37          272        28          256        25 
 Excess of 
  interest 
  payments             9,082       908        7,871       787           25         2 
 Impairment 
  of assets                1         -            1         -          108        11 
 Other                   522        51          386        38          501        50 
                 -----------  --------  -----------  --------  -----------  -------- 
 
                      17,113     1,710        9,422       942       34,985     3,497 
                 ===========  ========  ===========  ========  ===========  ======== 
 
 Recognized 
  during the 
  period 
 
 Property, 
  plant and 
  equipment            1,443       143          132        12       10,865     1,088 
 Tax loss carry 
  forward           (12,491)   (1,249)     (13,491)   (1,349)        (713)      (71) 
 Unused paid 
  leave and 
  retirement 
  compensations        (140)      (14)        (904)      (90)      (1,216)     (120) 
 Excess of 
  interest 
  payments              (46)       (4)          (4)         -     (10,690)   (1,069) 
 Impairment 
  of assets              (5)       (1)          (3)         -        (536)      (55) 
 Other                 (242)      (24)        (136)      (13)      (1,009)     (102) 
                 -----------  --------  -----------  --------  -----------  -------- 
 
                    (11,481)   (1,149)     (14,406)   (1,440)      (3,299)     (329) 
                 ===========  ========  ===========  ========  ===========  ======== 
 
 Adjustments 
 
 Property, 
  plant and 
  equipment                -         -           56         6            -         - 
 Tax loss carry 
  forward                  -         -            -         -      (1,231)     (123) 
 Excess of 
  interest 
  payments                 2         -            -         -      (1,537)     (154) 
 
                           2         -           56         6      (2,768)     (277) 
                 ===========  ========  ===========  ========  ===========  ======== 
 
 Balance at 
  the end of 
  the period 
 
 Property, 
  plant and 
  equipment         (25,751)   (2,576)     (27,105)   (2,711)     (27,401)   (2,740) 
 Tax loss carry 
  forward             27,709     2,772       20,563     2,057       33,270     3,328 
 Unused paid 
  leave and 
  retirement 
  compensations        1,469       148          606        63        1,238       125 
 Excess of 
  interest 
  payments            27,901     2,789       26,674     2,666       18,807     1,879 
 Investments 
  in associates     (16,869)   (1,687)     (16,869)   (1,687)     (16,869)   (1,687) 
 Impairment 
  of assets            3,840       383        3,842       384        3,844       384 
 Other                   830        82          800        80          550        55 
                 -----------  --------  -----------  --------  -----------  -------- 
 
                      19,129     1,911        8,511       852       13,439     1,344 
                 ===========  ========  ===========  ========  ===========  ======== 
 

14. Property, plant and equipment and intangible assets

 
                                        Plant and                Other   Assets under   Intangible 
                     Land   Buildings   equipment   Vehicles    assets   construction       assets     Total 
                  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              -           -         313         11       165          3,592            1     4,082 
 Disposals           (28)        (64)     (1,351)    (1,974)     (273)              -            -   (3,690) 
 Transfers              -       1,245       4,490          -       502        (6,267)           30         - 
 
 Balance 
  at 
  June 30, 
  2010             38,827      51,815     150,813     22,789    13,922          7,106        2,446   287,718 
                 --------  ----------  ----------  ---------  --------  -------------  -----------  -------- 
 
 Additions            298         633       1,296         45       213          2,044        2,739     7,268 
 Acquisitions 
  through 
  business 
  combinations      6,499       5,519         129          -       156            109           10    12,422 
 Disposals          (434)       (108)       (224)    (4,013)      (29)            (2)            -   (4,810) 
 Transfers           (15)       1,680         709          -       146        (2,536)           16         - 
 
 Balance 
  at December 
  31, 2010         45,175      59,539     152,723     18,821    14,408          6,721        5,211   302,598 
                 --------  ----------  ----------  ---------  --------  -------------  -----------  -------- 
 
 Additions             52          56         721          -        41          2,450            7     3,327 
 Disposals          (124)        (15)     (4,286)    (1,151)      (48)            (7)          (1)   (5,632) 
 Transfers              -         133       5,852          -        28        (6,013)            -         - 
 
 Balance 
  at 
  June 30, 
  2011             45,103      59,713     155,010     17,670    14,429          3,151        5,217   300,293 
                 --------  ----------  ----------  ---------  --------  -------------  -----------  -------- 
 
 Accumulated 
  Depreciation/ 
  Amortization 
 
 Balance 
  at 
  January 
  1, 2010               -      19,888      70,715     18,116     8,748              -        1,686   119,153 
 
 Charged 
  for the 
  period                -         726       4,942      1,167       550              -           77     7,462 
 Disposals              -        (17)     (1,086)    (1,955)      (90)              -          (1)   (3,149) 
                 --------  ----------  ----------  ---------  --------  -------------  -----------  -------- 
 
 Balance 
  at 
  June 30, 
  2010                  -      20,597      74,571     17,328     9,208              -        1,762   123,466 
                 --------  ----------  ----------  ---------  --------  -------------  -----------  -------- 
 
 Charged 
  for the 
  period                -         904       6,251        972       739              -          147     9,013 
 Disposals              -        (83)       (211)    (3,897)        26              -            -   (4,165) 
 Transfers              -         309       (311)          -         2              -            -         - 
 
 Balance 
  at December 
  31, 2010              -      21,727      80,300     14,403     9,975              -        1,909   128,314 
                 --------  ----------  ----------  ---------  --------  -------------  -----------  -------- 
 
 Charged 
  for the 
  period                -         955       4,562        843       574              -          531     7,465 
 Disposals              -         (9)     (2,811)    (1,069)      (26)              -          (1)   (3,916) 
 Transfers              -         (4)           4          -         -              -            -         - 
                 --------  ----------  ----------  ---------  --------  -------------  -----------  -------- 
 
 Balance 
  at 
  June 30, 
  2011                  -      22,669      82,055     14,177    10,523              -        2,439   131,863 
                 --------  ----------  ----------  ---------  --------  -------------  -----------  -------- 
 
 Carrying 
  amount 
  at January 
  1, 2010          38,855      30,746      76,646      6,636     4,780          9,781          729   168,173 
                 ========  ==========  ==========  =========  ========  =============  ===========  ======== 
 
 Carrying 
  amount 
  at June 
  30, 2010         38,827      31,218      76,242      5,461     4,714          7,106          684   164,252 
                 ========  ==========  ==========  =========  ========  =============  ===========  ======== 
 
 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 June 
  30, 2011         45,103      37,044      72,955      3,493     3,906          3,151        2,778   168,430 
                 ========  ==========  ==========  =========  ========  =============  ===========  ======== 
 

14. Property, plant and equipment and intangible assets (continued)

As of June 30, 2011 property, plant and equipment with carrying amount of BGN 37,187 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

 
                                                                December 
                                          June          March        31, 
                                           30,            31,       2010 
                                          2011           2011        BGN 
                                       BGN'000        BGN'000       '000 
 
 Cost 
 
 Balance at the beginning 
  of the period                         28,505         28,505          - 
 
 Acquisitions through business 
  combinations                               -              -     28,592 
 Acquisitions                                5              5 
 Disposals                                   -              -       (87) 
                                 -------------  -------------  --------- 
 
 Balance at the end of 
  the period                            28,510         28,510     28,505 
                                 -------------  -------------  --------- 
 
 Accumulated Depreciation 
 
 Balance at the beginning 
  of the period                             35             35          - 
 
 Charged for the period                    203            102         35 
                                 -------------  ------------- 
 
 Balance at the end of 
  the period                               238            137         35 
                                 -------------  -------------  --------- 
 
 Carrying amount at the 
  beginning of the period               28,470         28,470          - 
                                 =============  =============  ========= 
 
 Carrying amount at the 
  end of the period                     28,272         28,373     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 June 30, 2011, investment properties with carrying amount of BGN 25,595 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 June 30, 2011 the Group has 100% ownership from the equity of Eurocapital-Bulgaria AD (see also note 30).

 
                                                    November              June 
                                                         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               130 
          Share of distributed dividends 
           from associate                              (260)             (260) 
                                            ----------------  ---------------- 
 
          Investment at the end of the 
           period                                     15,092            15,169 
                                            ================  ================ 
 

17. Investments in other companies

As of June 30, 2011, March 31, 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

 
                                                               December 
                                    June                            31, 
                                     30,       March               2010 
                                    2011    31, 2011                BGN 
                                BGN '000    BGN '000               '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 June 30, 2011 goodwill with carrying amount of BGN 18,332 thousand (March 31, 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 June 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 June 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 June 30, 2011 and therefore no impairment loss on goodwill is recognised.

19. Loans granted

 
                                  June 
                                   30,       March    December 
                                  2011    31, 2011    31, 2010 
                              BGN '000    BGN '000    BGN '000 
 
 Non-current receivables 
 
 Loans to related parties        9,213       7,124      34,902 
                            ---------- 
 
                                 9,213       7,124      34,902 
                            ----------  ----------  ---------- 
 
 Current receivables 
 
 Loans and deposits to 
  related parties               93,876      93,636      94,320 
 Loans to third parties            179          43         117 
                            ---------- 
 
                                94,055      93,679      94,437 
                            ----------  ----------  ---------- 
 
                               103,268     100,803     129,339 
                            ==========  ==========  ========== 
 

Receivables on loans granted to related parties are disclosed in note 32.

20. Inventories

 
                                    June 
                                     30,       March    December 
                                    2011    31, 2011    31, 2010 
                                BGN '000    BGN '000    BGN '000 
 
 Non-current assets 
 
 Compulsory stock of fuel         63,980      34,939      34,939 
                              ----------  ----------  ---------- 
 
                                  63,980      34,939      34,939 
                              ----------  ----------  ---------- 
 
 Current assets 
 
 Goods, including:                28,919      45,285      75,347 
 Fuels                            18,954      34,666      63,852 
 Lubricants and other goods        9,965      10,619      11,495 
 Materials                         2,464       2,347       2,386 
                              ----------  ---------- 
 
                                  31,383      47,632      77,733 
                              ----------  ----------  ---------- 
 
                                  95,363      82,571     112,672 
                              ==========  ==========  ========== 
 

As of June 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 (March 31, 2011 and December 31, 2010: BGN 34,939).

As of June 30, 2011 available fuels are pledged as collateral under utilised by the Group bank loans (see also note 25).

21. Trade and other receivables

 
                                     June 
                                      30,       March    December 
                                     2011    31, 2011    31, 2010 
                                 BGN '000    BGN '000    BGN '000 
 
 Receivables from customers, 
  incl.                            68,442      81,910      48,610 
    Initial cost                   70,704      84,172      50,631 
    Allowance for doubtful 
     debts                        (2,262)     (2,262)     (2,021) 
 Receivables from related 
  parties                          18,359      16,340      19,809 
 Litigations and writs              9,090       9,020       8,825 
    Initial cost                    3,134       3,064       3,053 
    Allowance for doubtful 
     debts                           (16)        (16)        (16) 
    Tax audit act                   5,972       5,972       5,788 
 Guarantees for tender 
  participation                     2,267       2,241       2,284 
 Advances granted                     819         802         810 
 Refundable taxes, incl.            1,434         794       1,118 
 VAT                                1,301         599         922 
 Other taxes                          133         195         196 
 Prepaid expenses                     460         300         320 
 Other                              1,732       1,109       1,405 
                               ----------  ----------  ---------- 
 
                                  102,603     112,516      83,181 
                               ==========  ==========  ========== 
 

The Group considers that the carrying amount of trade and other receivables does not significantly differ from their fair value as of June 30, 2011, March 31, 2011 and December 31, 2010.

Receivables from related parties are disclosed in note 32.

22. Cash

 
                                 June 
                                  30,       March    December 
                                 2011    31, 2011    31, 2010 
                             BGN '000    BGN '000    BGN '000 
 
 Cash at banks                  3,577       5,354       7,628 
 Cash in transit                2,233       2,047       3,410 
 Cash on hand                     140         151         134 
                           ----------  ----------  ---------- 
 
 Cash as of statement of 
  cash flows                    5,950       7,552      11,172 
                           ----------  ----------  ---------- 
 
 Restricted cash               59,725           3         149 
                           ----------  ----------  ---------- 
 
 Cash as of statement of 
  financial position           65,675       7,555      11,321 
                           ==========  ==========  ========== 
 

As of June 30, 2011 the amount of BGN 59,723 thousand presented as restricted cash represents collateral under utilised trade loan (see also note 25).

As of June 30, 2011 cash at the amount of BGN 3,395 thousand (March 31, 2011: BGN 4,121 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 June 30, 2011, March 31, 2011 and December 31, 2010 the shareholders of the Parent company are as follows:

 
                                    June      March   December 
                                    30,,        31,        31, 
                                    2011       2011       2010 
                                    % of       % of       % of 
                                   share      share      share 
 Shareholders                    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 June 30, 2011, March 31, 2011 and December 31, 2010 amounts to BGN 18,378 thousand, BGN 20,436 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

 
                                           June 
                                            30,       March    December 
                                           2011    31, 2011    31, 2010 
                                       BGN '000    BGN '000    BGN '000 
 
 Non-current liabilities 
 
 Loans from financial institutions        3,105       3,274       3,442 
 Liabilities under leaseback 
  agreements                             39,567      39,816      40,043 
                                     ---------- 
 
                                         42,672      43,090      43,485 
                                     ==========  ==========  ========== 
 
 Current liabilities 
 
 Loans from financial institutions       44,842      44,230      27,326 
 Debenture loans                        146,022     143,977     195,505 
 Liabilities under leaseback 
  agreements                              1,406       1,497       1,509 
 Trade loans from related 
  parties                                13,247      13,867      15,867 
 Trade loans from non-related 
  parties                                79,199       1,956           - 
                                     ----------  ----------  ---------- 
 
                                        284,716     205,527     240,207 
                                     ==========  ==========  ========== 
 
                                        327,388     248,617     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. As of March 31, 2011 the fair value of the bonds, based on market prices is 66.5% of the nominal value. 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 26,643 thousand at the price of EUR 18,650 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.

The liabilities to related parties are disclosed in note 32.

26. Obligations under finance lease

 
                                                        Present value of 
                       Minimum lease payments        minimum lease payments 
                       June    March   December      June     March   December 
                        30,      31,        31,       30,       31,        31, 
                       2011     2011       2010      2011      2011       2010 
                        BGN      BGN        BGN       BGN       BGN        BGN 
                       '000     '000       '000      '000      '000       '000 
 
 Amounts payable 
  under finance 
  leases 
 
 Within one year      1,421    1,585      1,634     1,325     1,483      1,517 
 From one to two 
  years                 721      786        986       664       728        920 
 From three to 
  five years          1,165    1,337      1,515     1,129     1,293      1,459 
 
 Less: Interest 
  payable 
 
 Within one year       (96)    (102)      (117)         -         -          - 
 From one to two 
  years                (57)     (58)       (66)         -         -          - 
 From three to 
  five years           (36)     (44)       (56)         -         -          - 
                    -------                      -------- 
 
 Present value 
  of finance lease 
  obligations         3,118    3,504      3,896     3,118     3,504      3,896 
                    -------  -------  ---------  --------  --------  --------- 
 
 Less: Present 
  value of finance 
  lease 
  obligations with 
  maturity less 
  than 1 year                                     (1,325)   (1,483)    (1,517) 
                                                 --------  --------  --------- 
 
 Present value 
  of finance lease 
  obligations with 
  maturity over 
  1 year                                            1,793     2,021      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

 
                                    June 
                                     30,       March    December 
                                    2011    31, 2011    31, 2010 
                                BGN '000    BGN '000    BGN '000 
 
 Payables to suppliers           140,056     122,994     151,879 
 Tax payables, incl.:             44,934      65,181      49,457 
 VAT                              11,005      30,820      18,278 
 Excise duties and other 
  taxes                           33,929      34,361      31,179 
 Related party payables            2,789       2,465       2,903 
 Payables to personnel 
  and social security funds        3,063       2,995       2,932 
 Advances received                 8,433       8,543      18,161 
 Deferred income                      77         161         174 
 Other                             3,519       2,480       3,114 
                              ----------  ----------  ---------- 
 
                                 202,871     204,819     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:

 
                                       June 
                                        30,       March    December 
                                       2011    31, 2011    31, 2010 
                                   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              372         273         256 
 Utilized during the period           (141)        (92)     (1,188) 
                                 ----------  ----------  ---------- 
 
 Balance at the end of 
  the period, including:                978         928         747 
                                 ==========  ==========  ========== 
 Paid leave                             831         787         605 
 Social security contributions          147         141         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.

 
                                     June 
                                      30,       March    December 
                                     2011    31, 2011    31, 2010 
                                 BGN '000    BGN '000    BGN '000 
 
 Income tax payable as 
  of January 1                      3,629       3,629         662 
 Accrued corporate income 
  tax                                 936         489       4,096 
 Corporate income tax paid        (4,756)     (1,402)     (1,137) 
 Offsetting against other 
  tax payables (receivables)         (76)           -           8 
 
 Income tax (receivable) 
  payable at the end of 
  the period                        (267)       2,716       3,629 
                               ==========  ==========  ========== 
 

30. Subsidiaries

The subsidiaries, included in the consolidation, over which the Group has control as of June 30, 2011, March 31, 2011 and December 31, 2010 are as follows:

 
                                                     Investment   Investment   Investment 
                                                          as of        as of        as of 
                                                           June        March     December 
                                                            30,          31,          31, 
 Subsidiary                       Main activity            2011         2011         2010 
 
 Naftex Petrol                    Wholesale with 
  EOOD                             fuels                   100%         100%         100% 
 Petrol Trans                     Transport 
  Express EOOD                     services                100%         100%         100% 
                                  Service and 
 Petrol Technika                   maintenance of 
  EOOD                             fuel stations           100%         100%         100% 
          Petrol Gas              Wholesale with 
           EOOD                    fuels                   100%         100%          90% 
                                  Real estate and 
          Petrol Properties        moveable 
           EOOD                    property trade          100%         100%         100% 
 Naftex Petrol                    Wholesale with 
  Trade EOOD                       fuels                   100%         100%            - 
                                  Management, rent 
          Elite Petrol             and sale of 
           AD                      properties            99.99%       99.99%       99.99% 
                                  Management, rent 
                                   and sale of 
                                   properties and 
                                   construction 
          Eurocapital-Bulgaria     works through 
           AD                      sub-contractors         100%       89.97%       89.97% 
 BPI EAD                          Rent of property         100%         100%         100% 
                                  Security 
                                   services - 
          Naftex Security          personal and 
           EAD                     properties              100%         100%         100% 
                                  Legal advises, 
                                   management and 
          Jurex Consult            consulting 
           AD                      services              79.95%       79.95%       79.95% 
          Varna Storage           Management, rent         100%            -            - 
           EOOD                    and sale of 
                                   properties 
 

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 June 30, 2011, March 31, 2011 and December 31, 2010 are as follows:

 
          Name of SPE    Main activity 
 
          Petrol Trade   Import of petroleum products 
           EOOD 
          Naftex Trade   Import of petroleum products 
           EOOD 
 

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           Company under common control 
  Burgas EOOD 
 BC Izvor AD                   Company under common control 
 Ross Oil EOOD                 Company under common control 
 Air Lazur - General           Company under common control 
  Aviation EOOD 
 Transcard D                   Company under common control 
 orsko Kazino D                Company under common control 
 ransat AD                     Company under common control 
 Varna Business Services       Company under common control 
  EOOD 
 rans Operator D               Company under common control 
 Transcard Financial           Company under common control 
  Services EAD 
 ma Sport E D                  Company under common control 
 Balneohotel Pomorie           Company under common control 
  AD 
 PSFC Chernomoretz             Company under common control 
  D 
 Black Sand Resort             Company under common control 
  AD 
 SOCCRAT EAD                   Company under common control 
 Federal Bulgaria Management   Company under common control 
  AD 
 Petrol Card Service           Company under common control 
  EOOD 
 Vratzata OOD                  Company under common control 
 Transcard Payment             Company under common control 
  Services EAD 
 Bulgarian Rose Gardens        Company under common control 
  EOOD 
 Fransis Residence             Company under common control 
  EOOD 
 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            Associate of Petrol Holding 
  AD                            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.

The volume of the transactions performed with related parties for first three months of 2011 and 2010 is as follows:

32. Related party disclosures (continued)

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.

In first six months of 2011 and 2010 transactions with related parties are as follows:

 
                                                          Three     Three 
                              Six months   Six months    months    months 
                                   ended        ended     ended     ended 
 Sale of goods,                     June         June      June      June 
  services and non-current           30,          30,       30,       30, 
  assets                            2011         2010      2011      2010 
 Related parties                 BGN'000      BGN'000   BGN'000   BGN'000 
 
 Controlling company                 191          108        99        55 
 Companies under 
  common control                   1,170          876       578       353 
 Associates                            -            2         -         1 
 Associates of 
  Petrol Holding 
  AD                                  27          121         5        45 
 
                                   1,388        1,107       682       454 
                             ===========  ===========  ========  ======== 
 
 
                                                          Three     Three 
                              Six months   Six months    months    months 
                                   ended        ended     ended     ended 
 Purchase of goods,                 June         June      June      June 
  services and non-current           30,          30,       30,       30, 
  assets                            2011         2010      2011      2010 
 Related parties                 BGN'000      BGN'000   BGN'000   BGN'000 
 
 Controlling company               1,343        1,942       671       965 
 Companies under 
  common control                   1,080        2,595       491     1,226 
 Associates                            -          123         -        57 
 Associates of 
  Petrol Holding 
  AD                                   1           12         -         6 
 
                                   2,424        4,672     1,162     2,254 
                             ===========  ===========  ========  ======== 
 
 
                                                    Three     Three 
                        Six months   Six months    months    months 
                             ended        ended     ended     ended 
                              June         June      June      June 
                               30,          30,       30,       30, 
 Finance income               2011         2010      2011      2010 
 Related parties           BGN'000      BGN'000   BGN'000   BGN'000 
 
 Controlling company        21,632        2,724     2,518     1,440 
 Companies under 
  common control               278           40       165        35 
 Associates of 
  Petrol Holding 
  AD                             3            4         1         2 
 
                            21,913        2,768     2,684     1,477 
                       ===========  ===========  ========  ======== 
 
 
                                                    Three     Three 
                        Six months   Six months    months    months 
                             ended        ended     ended     ended 
                              June         June      June      June 
                               30,          30,       30,       30, 
 Finance costs                2011         2010      2011      2010 
 Related parties           BGN'000      BGN'000   BGN'000   BGN'000 
 
 Controlling company            36            -        18         - 
 Companies under 
  common control                 7            6         2         5 
 Key management                541            -       251         - 
 
                               584            6       271         5 
                       ===========  ===========  ========  ======== 
 

32. Related party disclosures (continued)

The outstanding balances with related parties as of June 30, 2011, March 31, 2011 and December 31, 2010 are as follows:

 
                                   June         March      December 
                                    30,           31,           31, 
 Related parties                   2011          2011          2010 
                                BGN'000       BGN'000       BGN'000 
                            Receivables   Receivables   Receivables 
 
 Controlling company, 
  including:                    110,447       106,629       138,255 
  Interest-bearing loans 
   -non-current portion           4,627         2,538        30,727 
  Interest-bearing loans 
   - current portion             93,572        93,332        94,016 
 Companies under common 
  control                         9,549         9,028         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                        299           290         1,446 
 ey management staff              1,153         1,153         1,103 
 
                                121,448       117,100       149,031 
                           ============  ============  ============ 
 
 
                                     June 
                                      30,       March    December 
 Related parties                     2010    31, 2010    31, 2009 
                                  BGN'000     BGN'000     BGN'000 
                                 Payables    Payables    Payables 
 
 Controlling company, 
  incl.                             3,094       3,071       3,626 
 Short-term interest-bearing 
  loans                             1,472       1,472       1,472 
 Companies under common 
  control, incl.                      437         308         461 
 Associates of Petrol 
  Holding AD                           17          21          20 
 Key management staff, 
  incl.                            12,471      12,932      14,683 
  Short-term interest-bearing 
   loans                           11,775      12,395      14,395 
                                ---------  ----------  ---------- 
 
                                   16,019      16,332      18,790 
                                =========  ==========  ========== 
 

33. Contingent assets and liabilities

33.1. Contingent assets

In 2006 the Group invoiced and recognised income from penalties at the amount of BGN 8,196 thousand which were accrued to counterparty due to quantitative non-execution of a contract for fuel supply. As of December 31, 2006 this recorded income was reversed as the management estimated that the criteria for income recognition in compliance with IAS 18 Revenue were not met. In this relation a contingent receivable at the amount of BGN 8,196 thousand occurred for the Group because the receivable from the Counterparty is not recognised in the financial statements.

32.2. Contingent liabilities

As of March 31, 2011 assets with a carrying amount of BGN 14,664 thousand are mortgaged and pledged as collateral on bank loans, granted to related parties (see also note 14).

This information is provided by RNS

The company news service from the London Stock Exchange

END

IR URVWRAAAWORR

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