For the six and three months ended June 30, 2010
Financial Highlights
Selected Operating Data Revenue Gross margin Net (loss)/income from continuing operations Net (loss)/income Basic earnings per share 2) Diluted earnings per share 2) Selected Financial Position Data Cash and short-term deposits Total assets Total financial debt Total equity Selected Share Data (ISIN: CH0027752242; Symbol: PPHN) Issued shares at period end Nominal value Share price at period end Market capitalization at period end
1)
2010 in millions of USD in millions of USD in millions of USD in millions of USD in USD in USD
2009 1)
2)
The 2009 financials have been re-presented to reflect the impact of discontinued operations related to the Teesside Facility and the Antwerp Processing Facility. The comparative earnings per share have been restated to retroactively reflect the discount provided to shareholders in the September 2009 rights issue. As the rights issue was offered at a discount (CHF 16.90) to market value (CHF 26.70) the weighted average number of shares outstanding was adjusted in accordance with IAS 33 Earnings per Share. The adjustment resulted in an increase in the weighted average shares outstanding, both basic and diluted, of approximately 8 %.
Forward-Looking Statements Certain portions of this document contain forward-looking statements that reflect our current judgment regarding conditions we expect to exist and the course of action we expect to take in the future. Even though we believe our expectations regarding future events are based on reasonable assumptions, forward-looking statements are not guarantees of future performance. In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including the words aims, believes, estimates, anticipates, expects, intends, may, will, plans, continue or should in each case, their negative or other variations or comparable terminology or by discussions of strategies, plans, objectives, targets, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. Our assumptions rely on our operational analysis and expectations for the operating performance of our assets based on their historical operating performance, management expectations as described in this report and historical costs associated with the operations of those assets. Factors beyond our control could cause our actual results to vary materially from our expectations and are discussed in Outlook and elsewhere in this document. Any prospective financial information included in this document is not fact and should not be relied upon as being necessarily indicative of future results, and you are cautioned not to place undue reliance on this prospective financial information. We undertake no obligation to update any forward-looking statements contained in this document as a result of new information, future events or subsequent developments, or otherwise.
Management Discussion and Analysis of the Financial Condition and the Results of Operations
26 27 28 29 30 36
Condensed Consolidated Statement of Comprehensive Income for the six and three months ended June 30, 2010
Condensed Consolidated Statement of Cash Flows for the six months ended June 30, 2010
Condensed Consolidated Statement of Changes in Equity for the six months ended June 30, 2010
I I
Notes to the Condensed Consolidated Financial Statements Review Report of the Auditor
Management Discussion and Analysis of the Financial Condition and the Results of Operations Activities in the First Half-Year 2010
Disposal of the Antwerp Processing Facility
On October 23, 2009, the Company, through certain of its subsidiaries, entered into a definitive agreement with Eurotank Belgium B.V., a wholly-owned subsidiary of Vitol Tank Terminals International B.V., part of the Vitol Group of companies, for the sale of its Antwerp Processing Facility. The sale was completed on January 12, 2010. The cash proceeds received were USD 55.0 million.
The following discussion and analysis is derived from, and should be read in conjunction with, the Petroplus Holdings AG Interim Financial Statements and the related notes to those financial statements included elsewhere in this Half-Year Report. The following discussion of our financial condition and results of operations contains forward-looking statements that are based on assumptions about future business developments. As a result of many factors, including the risks set forth under the caption Risks Relating to Our Business and Our Industry in our 2009 Annual Report and elsewhere in this Half-Year Report, our actual results may differ materially from those anticipated by these forward-looking statements.
Company Overview
Petroplus Holdings AG, together with its subsidiaries, (Petroplus, the Company, the Group, we, our, or us) is the largest independent refiner and wholesaler of petroleum products in Europe. The Company is focused on refining and currently owns and operates six refineries across Europe: The Coryton Refinery on the Thames Estuary in the United Kingdom, the Belgium Refining Corporation Refinery (BRC) in Antwerp, Belgium, the Petit Couronne Refinery in Petit Couronne, France, the Ingolstadt Refinery in Ingolstadt, Germany, the Reichstett Refinery near Strasbourg, France, and the Cressier Refinery in the canton of Neuchtel, Switzerland. The six refineries have a combined throughput capacity of approximately 752,000 barrels per day (bpd). The Company also owns the Teesside Facility in Teesside, United Kingdom. The Company sells refined petroleum products on an unbranded basis to distributors and end customers, primarily in the United Kingdom, Germany, France, Switzerland, and the Benelux countries, as well as on the spot market.
Capital Increase
During May 2010, the Company completed a private placement whereby the Company issued 8.65 million new registered shares from existing authorized capital. The shares were sold at a price of CHF 17.50. The first trading day of the new shares was May 7, 2010. The gross proceeds amounted to USD 136.4 million excluding estimated share issue costs of approximately USD 5.6 million. The proceeds will be used to fund the Companys portion of PBFs acquisition of the Delaware City Refinery and future investments in PBF.
As the performance of our refineries does not closely follow any of the currently published industry benchmark refining margins, we have created benchmark refinery margins, based upon publicly available pricing information, for each of our refineries that more closely reflect each of our refineries actual performance. The benchmark refining margins for the six refineries we operated during the first half of 2010 are set forth in the following table: Coryton Refinery 5/2/2/1 BRC Refinery 6/1/2/2/1 five Dated Brent/two gasoline/ two ULSD/one 3.5 % fuel oil six Dated Brent/one gasoline/ two gasoil/two VGO/ one 3.5 % fuel oil Petit Couronne and Reich- four Dated Brent/one gasoline/ stett refineries 4/1/2/1 Ingolstadt Refinery 10/1/3/5/1 Cressier Refinery 7/2/4/1 two ULSD/one 3.5 % fuel oil ten Dated Brent/one naphtha/ three gasoline/five ULSD/ one 3.5 % fuel oil seven Dated Brent/two gasoline/ four gasoil/one 1 % fuel oil Each of the benchmark refining margins for our refineries as shown on page 7 is expressed in USD per barrel and serves as proxy for the per barrel margin that a Dated Brent crude oil refinery situated in northwest Europe would earn assuming it sold the benchmark production for the relevant refinery margin. While the benchmark refinery margins presented in the table above are representative of the results of our refineries, each refinerys realized gross margin on a per barrel basis will differ from the benchmark due to a variety of factors affecting the performance of the relevant refinery to its corresponding benchmark. These factors include the refinerys actual type of crude oil throughput, product yield differentials and any other factors not reflected in the benchmark refining margins, such as transportation costs, fuel consumed during production and any product premiums or discounts, as well as inventory fluctuations, timing of crude oil and other feedstock purchases, a rising or declining crude and product pricing environment and commodity price management activities. The following table sets forth historical benchmark crude and refined petroleum product pricing information used in calculating each of our refineries benchmark refining margins:
For the six months ended June 30, (in USD per barrel) 2010 2009
crude oil and products may change as prices related to the fixed purchase and sale commitments rise and fall. Over the last twelve months, on average, we have held ap-
Crude Oil 1) Dated Brent Products Differential to Dated Brent Naphtha 95 RON gasoline ULSD Gasoil VGO 1 % Fuel Oil 3.5 % Fuel Oil
1)
77.71
52.22
proximately 22 million barrels of crude and product inventory on hand. This level fluctuates on a daily basis, depending on timing of crude purchases and product sales, operations and optimization of crude and product pricing. We are exposed
to the fluctuation in crude and product pricing on the inventory we hold. Currently, we primarily use a commodity price management program to manage the fluctuation associated with commodity pricing on a defined volume of inventory. Under this program we enter into commodity Intercontinental Exchange (ICE) futures contracts and counterparty swaps to lock in the price of certain commodities. Most derivative transactions are not designated as effective
For the three months ended June 30, (in USD per barrel) 2010 2009
hedges, therefore any gains or losses arising from changes in the fair value of these instruments are recorded in our Condensed Consolidated Statement of Comprehensive Income in the line item Materials cost. Our derivative contracts are classified as derivative instruments and are recorded in our Condensed Consolidated Statement of Financial Position at fair market value. The Company currently does not enter into material derivative financial instruments for speculative transac-
Crude Oil 1) Dated Brent Products Differential to Dated Brent 1) Naphtha 95 RON gasoline ULSD Gasoil VGO 1 % Fuel Oil 3.5 % Fuel Oil (1.01) 9.49 13.28 11.02 (1.80) (6.01) (10.02) (4.10) 10.84 8.60 5.89 (1.01) (7.40) (8.65) 78.63 59.28
tions and does not hedge the Group refining margin. This strategy is continually reviewed and adapted for current economic and market conditions. As noted above, our refineries results will differ from the reference benchmarks due to our hedging or commodity price management activities.
1)
Source: Bloomberg Average of daily prices for trading days during the relevant period.
are recorded in our Condensed Consolidated Statement of Comprehensive Income. The Company does not use derivative contracts to manage fluctuations on personnel and operating costs.
Other Factors
Our operating cost structure is also important to our profitability. Major operating costs include costs relating to employees and contract labor, energy, maintenance and environmental compliance. The predominant variable costs are energy related, in particular, the price of electricity, natural gas and chemicals. In addition, operating costs will vary with movements in foreign currency. Operating results are also affected by safety, reliability and the environmental performance of our refinery operations. Unplanned downtime of our refinery assets generally results in lost margin opportunity and increased maintenance expense. The financial impact of planned downtime, such as major turnaround maintenance, is managed through a planning process that considers such things as, but not limited to, the margin environment, the availability of resources to perform the needed maintenance and feedstock logistics.
Results of Operations
The following table provides information from the Condensed Consolidated Statement of Comprehensive Income of Petroplus Holdings AG: Financial Income Data
For the six months ended June 30, (in millions of USD, except per share data) 2010 2009 1) For the three months ended June 30, 2010 2009 1)
Revenue Materials cost Gross margin Personnel expenses Operating expenses Depreciation and amortization Other administrative expenses Operating profit/(loss) Financial expense, net Foreign currency exchange (loss)/gain Share of loss from associates (Loss)/income before income taxes Income tax expense Net (loss)/income from continuing operations (Loss)/income from discontinued operations, net of tax Net (loss)/income Net (loss)/income available to shareholders (in USD) 2) Basic earnings per share Diluted earnings per share Weighted average shares outstanding (in million shares) 2) Basic Diluted
1)
9,889.4 (9,313.7) 575.7 (175.4) (204.1) (167.2) (22.0) 7.0 (94.3) (3.7) (3.8) (94.8) (50.5) (145.3) (11.2) (156.5)
6,602.1 (5,760.0) 842.1 (162.7) (229.6) (127.7) (32.2) 289.9 (72.0) 4.8 (1.0) 221.7 (19.0) 202.7 (9.0) 193.7
4,915.9 (4,663.6) 252.3 (88.3) (98.9) (87.7) (11.2) (33.8) (43.6) (1.1) (3.0) (81.5) (37.4) (118.9) (0.2) (119.1)
3,631.4 (3,091.8) 539.6 (85.5) (115.0) (67.9) (17.3) 253.9 (34.6) 2.4 (0.5) 221.2 (22.1) 199.1 5.9 205.0
(1.76) (1.76)
2.59 2.53
(1.30) (1.30)
2.74 2.59
89.1 89.1
74.8 81.8
91.8 91.8
74.8 81.7
The 2009 financials have been re-presented to reflect the impact of discontinued operations related to the Teesside Facility and the Antwerp Processing Facility. 2) The comparative earnings per share have been restated to retroactively reflect the discount provided to shareholders in the September 2009 rights issue. As the rights issue was offered at a discount (CHF 16.90) to market value (CHF 26.70) the weighted average number of shares outstanding was adjusted in accordance with IAS 33 Earnings per Share. The adjustment resulted in an increase in the weighted average shares outstanding, both basic and diluted, of approximately 8 %.
Market Indicators
The following table provides the average price of Dated Brent and benchmark indicators by refinery for the six and three months ended June 30, 2010 and 2009 (in USD per barrel): Market Indicators
For the six months ended June 30, (in USD per barrel) 2010 2009 For the three months ended June 30, 2010 2009
Dated Brent Benchmark refining margins: 5/2/2/1 6/1/2/2/1 4/1/2/1 10/1/3/5/1 4/1/2/1 7/2/4/1 Coryton BRC Petit Couronne Ingolstadt Reichstett Cressier
Benchmark Indicators
The following table provides benchmark refining margin indicators by refinery for each quarter since April 1, 2009 (in USD per barrel): Benchmark Indicators
$ 10.00 $ 18.00 $ 16.00 $ 14.00 $ 1 2.00
Q2 Q3 Q4 Q1 Q2 09 10
Q2 Q3 Q4 Q1 Q2 09 10
Q2 Q3 Q4 Q1 Q2 09 10
Q2 Q3 Q4 Q1 Q2 09 10
Q2 Q3 Q4 Q1 Q2 09 10
Q2 Q3 Q4 Q1 Q2 09 10
Coryton
BRC
Petit Couronne
Ingolstadt
Reichstett
Cressier
For the six months ended June 30, 2010 (in thousands of bpd, except as noted) Coryton BRC Petit Couronne
Throughput Crude Unit Throughput Light sweet Medium sweet Light sour Medium sour Heavy sour Total Crude Unit Throughput Other throughput Total Throughput Production Light Products Gasoline Diesels and gasoils Jet fuel Petrochemicals Naphtha LPG Total Light Products Fuel oil/Bitumen Solid by-products/fuel consumed in process/fuel loss 1) Total Production
1)
82 % 1% 83 % 17 % 100 %
80 % 10 % 90 % 10 % 100 %
39 % 2% 3% 47 % 2% 93 % 7% 100 %
40 % 35 % 12 % 2% 1% 90 % 8% 5% 103 %
10 % 66 % 0% 5% 81 % 16 % 4% 101 %
24.2 46.8 11.1 7.0 7.7 9.2 106.0 18.7 6.4 131.1
19 % 36 % 9% 5% 6% 7% 82 % 14 % 5% 101 %
The fuel consumed in-process is a percentage of the total crude, feedstock and gasoline/diesel blending additives used by each refinery.
Heavy sour: 2 %
Ingolstadt
Reichstett
Cressier
Total
2% 17 % 72 % 3% 94 % 6% 100 %
44 % 6% 16 % 23 % 1% 90 % 10 % 100 %
51 % 15 % 28 % 1% 95 % 5% 100 %
43 % 5% 17 % 23 % 2% 90 % 10 % 100 %
29.6 43.6 1.8 1.5 5.3 9.4 91.2 3.6 4.8 99.6
31 % 45 % 2% 2% 5% 10 % 95 % 4% 5% 104 %
24 % 48 % 0% 9% 7% 88 % 10 % 4% 102 %
27 % 46 % 3% 1% 6% 83 % 13 % 4% 100 %
159.1 250.6 36.1 12.0 18.6 31.7 508.1 58.6 27.8 594.5
27 % 43 % 6% 2% 3% 6% 87 % 10 % 5% 102 %
Gasoline: 27 %
For the six months ended June 30, 2009 (in thousands of bpd, except as noted) Coryton BRC Petit Couronne
Throughput Crude Unit Throughput Light sweet Medium sweet Heavy sweet Light sour Medium sour Heavy sour Total Crude Unit Throughput Other throughput Total Throughput Production Light Products Gasoline Diesels and gasoils Jet fuel Petrochemicals Naphtha LPG Total Light Products Fuel oil/Bitumen Solid by-products/fuel consumed in process/fuel loss 1) Total Production
1)
71 % 2% 5% 78 % 22 % 100 %
1% 46 % 33 % 80 % 20 % 100 %
34 % 1% 56 % 91 % 9% 100 %
43 % 32 % 11 % 2% 2% 90 % 6% 6% 102 %
12 % 67 % 6% 85 % 14 % 4% 103 %
21.2 39.4 8.3 6.5 6.3 7.3 89.0 13.4 6.5 108.9
20 % 36 % 8% 6% 6% 7% 83 % 12 % 6% 101 %
The fuel consumed in-process is a percentage of the total crude, feedstock and gasoline/diesel blending additives used by each refinery.
Heavy sour: 6 %
11
Ingolstadt
Reichstett
Cressier
Total
0% 12 % 76 % 5% 93 % 7% 100 %
55 % 9% 3% 24 % 1% 92 % 8% 100 %
53 % 7% 33 % 3% 96 % 4% 100 %
39 % 4% 0% 24 % 13 % 6% 86 % 14 % 100 %
25.7 41.8 1.9 1.6 6.8 9.1 86.9 4.0 4.8 95.7
28 % 46 % 2% 2% 7% 10 % 95 % 4% 5% 104 %
22 % 46 % 1% 11 % 8% 88 % 11 % 4% 103 %
15.5 26.1 2.7 0.6 0.1 3.9 48.9 7.2 2.3 58.4
26 % 45 % 5% 1% 0% 7% 84 % 12 % 4% 100 %
159.7 247.8 32.7 11.6 19.9 33.2 504.9 54.7 29.5 589.1
28 % 43 % 6% 2% 3% 6% 88 % 9% 5% 102 %
Gasoline: 28 %
For the three months ended June 30, 2010 (in thousands of bpd, except as noted) Coryton BRC Petit Couronne
Throughput Crude Unit Throughput Light sweet Medium sweet Light sour Medium sour Heavy sour Total Crude Unit Throughput Other throughput Total Throughput Production Light Products Gasoline Diesels and gasoils Jet fuel Petrochemicals Naphtha LPG Total Light Products Fuel oil/Bitumen Solid by-products/fuel consumed in process/fuel loss 1) Total Production
1)
82 % 2% 84 % 16 % 100 %
74 % 23 % 97 % 3% 100 %
34 % 2% 5% 47 % 5% 93 % 7% 100 %
39 % 35 % 12 % 1% 2% 89 % 8% 5% 102 %
9% 67 % 1% 5% 82 % 14 % 5% 101 %
24.2 50.2 11.7 7.1 7.1 9.2 109.5 22.0 6.2 137.7
18 % 37 % 8% 5% 5% 7% 80 % 16 % 5% 101 %
The fuel consumed in-process is a percentage of the total crude, feedstock and gasoline/diesel blending additives used by each refinery.
Heavy sour: 4 %
13
Ingolstadt
Reichstett
Cressier
Total
4% 15 % 69 % 3% 91 % 9% 100 %
43 % 1% 15 % 31 % 90 % 10 % 100 %
26 % 18 % 47 % 1% 92 % 8% 100 %
43 % 4% 18 % 21 % 4% 90 % 10 % 100 %
28.5 40.7 2.1 1.3 6.0 9.3 87.9 4.3 4.6 96.8
31 % 44 % 2% 1% 6% 10 % 94 % 5% 5% 104 %
23 % 48 % 8% 7% 86 % 11 % 4% 101 %
10.0 14.4 1.5 0.3 0.1 1.9 28.2 4.7 1.4 34.3
29 % 42 % 4% 1% 0% 6% 82 % 13 % 4% 99 %
154.8 230.1 37.8 11.2 18.8 29.9 482.6 59.1 26.4 568.1
28 % 41 % 7% 2% 4% 5% 87 % 10 % 5% 102 %
Gasoline: 28 %
For the three months ended June 30, 2009 (in thousands of bpd, except as noted) Coryton BRC Petit Couronne
Throughput Crude Unit Throughput Light sweet Medium sweet Heavy sweet Light sour Medium sour Heavy sour Total Crude Unit Throughput Other throughput Total Throughput Production Light Products Gasoline Diesels and gasoils Jet fuel Petrochemicals Naphtha LPG Total Light Products Fuel oil/Bitumen Solid by-products/fuel consumed in process/fuel loss 1) Total Production
1)
71 % 3% 5% 79 % 21 % 100 %
46 % 33 % 79 % 21 % 100 %
22 % 2% 63 % 87 % 13 % 100 %
42 % 33 % 11 % 2% 2% 90 % 6% 6% 102 %
14 % 68 % 4% 86 % 13 % 4% 103 %
19.7 34.9 7.8 6.4 6.3 6.1 81.2 12.9 6.0 100.1
20 % 35 % 8% 7% 6% 6% 82 % 13 % 6% 101 %
The fuel consumed in-process is a percentage of the total crude, feedstock and gasoline/diesel blending additives used by each refinery.
Heavy sour: 7 %
15
Ingolstadt
Reichstett
Cressier
Total
8% 78 % 8% 94 % 6% 100 %
53 % 8% 2% 21 % 3% 87 % 13 % 100 %
56 % 3% 33 % 3% 95 % 5% 100 %
35 % 3% 1% 26 % 13 % 7% 85 % 15 % 100 %
30.2 47.9 2.2 1.6 5.8 10.8 98.5 5.3 5.1 108.9
29 % 46 % 2% 2% 5% 10 % 94 % 5% 5% 104 %
24 % 46 % 1% 8% 9% 88 % 10 % 5% 103 %
15.5 24.6 2.1 0.5 0.2 4.2 47.1 7.4 2.2 56.7
27 % 43 % 4% 1% 0% 8% 83 % 13 % 4% 100 %
166.4 258.5 32.0 11.2 17.5 33.4 519.0 55.4 30.1 604.5
28 % 44 % 5% 2% 3% 6% 88 % 9% 5% 102 %
Gasoline: 28 %
Six Months Ended June 30, 2010 Compared to Six Months Ended June 30, 2009
Overview Our operating profit was USD 7.0 million for the six months ended June 30, 2010 as compared to USD 289.9 million for the same period in 2009. Our net loss was USD 156.5 million (USD 1.76 per share) for the six months ended June 30, 2010 as compared to net income of USD 193.7 million (USD 2.59 per share) for the same period in 2009. Gross Margin Our gross margin decreased by USD 266.4 million, or 32 %, to USD 575.7 million for the six months ended June 30, 2010 from USD 842.1 million for the six months ended June 30, 2009. Gross margin in 2010 was marked by the volatility in crude oil prices and increased cost of fuel consumed due to the higher crude oil price environment offset by improved re fining margin cracks for gasoline and middle distillates. Gross margin in the first half of 2009 was impacted by the strong rise in crude oil pricing. The 5/2/2/1 benchmark refining margin for the Coryton Re finery increased 21 % for the six months ended June 30, 2010 as compared to the same period in 2009 as a result of increased gasoline and ULSD cracks to Dated Brent. The 6/1/2/2/1 benchmark refining margin for the BRC Refinery in creased 115 % for the six months ended June 30, 2010 as compared to the same period in 2009 as a result of improved VGO, gasoil and gasoline cracks. The 4/1/2/1 benchmark re fining margin for the Petit Couronne and Reichstett refineries increased 17 % for the six months ended June 30, 2010 as compared to the same period in 2009 as a result of improved gasoline and ULSD cracks. The 10/1/3/5/1 benchmark refining margin for the Ingolstadt Refinery increased 20 % for the six months ended June 30, 2010 as compared to the same period in 2009 primarily driven by improved gasoline, ULSD and naphtha cracks. The 7/2/4/1 benchmark refining margin for the Cressier refinery increased 32 % as a result of higher gasoline and gasoil cracks. Dated Brent increased from USD 52 per barrel on av erage in the first half of 2009 to USD 78 per barrel on av erage in the first half of 2010. The increase of USD 26 per barrel resulted in an increase in our cost of fuel consumed (representing 5 % across our refining system) which negatively impacted our realized margin by approximately USD 1.30 per barrel.
Margins in the first half of 2010 were additionally negatively impacted by lower inland premiums at the Cressier and Ingol stadt locations. Rhine Freight averaged approximately CHF 18 per ton for the six months ended June 30, 2010, down over 43 % from the first half of 2009. In Germany, many of our re fined products are based on an Oil Market Report (OMR) price. The OMR price premium to Platts middle distillates in the first half of 2010 was approximately USD 5 per barrel as compared to approximately USD 8 per barrel for the first half of 2009.
Refinery Operations Coryton. For the six months ended June 30, 2010, the Coryton Refinerys total throughput averaged 182,300 bpd. The refin erys throughput was in line with expectations. For the same period in 2009, the total throughput averaged 170,200 bpd. Throughput in 2009 was impacted by statutory inspections re quired as part of the planned turnaround in the fourth quarter 2009. BRC. For the six months ended June 30, 2010, the BRC Re finerys total throughput averaged 73,000 bpd. For the same period in 2009, the BRC Refinerys total throughput averaged 86,400 bpd. Throughput in 2010 was reduced primarily as a result of a planned turnaround during the second quarter. The restart was delayed and carried over into July 2010. Petit Couronne. For the six months ended June 30, 2010, the Petit Couronne Refinerys total throughput averaged 129,900 bpd. The refinerys throughput was in line with expectations. For the same period in 2009, the Petit Couronne Refinerys total throughput averaged 107,400 bpd. Throughput in 2009 was reduced primarily as a result of planned turnaround activ ity which lasted approximately two weeks. Ingolstadt. For the six months ended June 30, 2010, the Ingol stadt Refinerys total throughput averaged 95,700 bpd. The refinerys throughput was in line with expectations. For the same period in 2009, the Ingolstadt Refinerys total throughput averaged 91,600 bpd. Throughput in 2009 was impacted by a planned turnaround, which lasted approximately 20 days. Reichstett. For the six months ended June 30, 2010, the Reich stett Refinerys total throughput averaged 58,100 bpd. For the same period in 2009, the Reichstett Refinerys total throughput averaged 61,200 bpd. Throughput in 2010 was impacted by a planned shutdown of the fluid catalytic cracking (FCC) unit and
17
additional planned repairs on the debutanizer column. Throughput in 2009 was impacted by a planned turnaround which lasted approximately 20 days. Cressier. For the six months ended June 30, 2010, the Cressier Refinerys total throughput averaged approximately 44,000 bpd. The refinerys throughput was in line with expectations. For the same period in 2009, the Cressier Refinerys total throughput averaged approximately 58,300 bpd. Throughput was impacted by a planned turnaround in the second quarter of 2010, which lasted 38 days.
Financial Expense, Net Our net financial expense increased by USD 22.3 million to USD 94.3 million for the six months ended June 30, 2010 from a net financial expense of USD 72.0 million for the same period in 2009. The increase in net financial expense in 2010 is mainly attributable to higher interest expenses resulting from the Companys refinancing activities which were completed in October 2009. In addition an one-time fee of USD 5.3 million was paid in the first quarter of 2010 for the Revolving Credit Facility (RCF) covenant waiver. Foreign Currency Exchange Loss/Gain
Personnel Expenses Our personnel expenses increased by USD 12.7 million to USD 175.4 million for the six months ended June 30, 2010 from USD 162.7 million for the same period in 2009. As the Companys functional currency is USD, personnel costs for the six months ended June 30, 2010 were negatively impacted by the weakening of the USD as personnel costs are paid in various local currencies such as the EUR, GBP and CHF. Operating Expenses Our refinery operating expenses decreased by USD 25.5 million to USD 204.1 million for the six months ended June 30, 2010 from USD 229.6 million for the same period in 2009. The decrease is mainly attributable to reduced maintenance expenses in 2010 and lower energy costs. In addition, operating expenses in 2009 included higher unplanned maintenance activities. This was partially offset by increased costs in the first half-year as a result of the weakening of the USD in 2010 as compared to 2009 as a significant portion of variable costs such as chemicals and energy are paid in local currencies. Depreciation and Amortization Our depreciation and amortization expenses increased by USD 39.5 million to USD 167.2 million for the six months ended June 30, 2010 from USD 127.7 million for the same period in 2009. The increase is mainly attributable to additional depreciation associated with the turnarounds at the Coryton and Reichstett refineries in 2009.
Our foreign currency exchange results represent a loss of USD 3.7 million for the six months ended June 30, 2010 as compared to a gain of USD 4.8 million for the same period in 2009. The decrease mainly represents the revaluation of certain CHF, GBP and EUR monetary items against the USD. Income Tax Expense The Companys income tax expense was USD 50.5 million for the six months ended June 30, 2010 compared to USD 19.0 million for the six months ended June 30, 2009. Income tax expense was impacted by unrecognized tax losses, non-cash tax effects resulting from the movement in foreign exchange rates and prior years tax adjustments and lower realized refining margins.
Other Administrative Expenses Our other administrative expenses decreased by USD 10.2 million to USD 22.0 million for the six months ended June 30, 2010 from USD 32.2 million for the same period in 2009. The decrease is mainly attributable to reduced insurance premiums and a reduction in third party service fees.
Our gross margin decreased by USD 287.3 million, or 53 %, to USD 252.3 million for the three months ended June 30, 2010 from USD 539.6 million for the same period in 2009. Gross margin in the second quarter of 2009 was impacted by the strong rise in crude oil pricing. Gross margin in 2010 was marked by the decrease in crude oil prices during the second quarter 2010, weakening gasoline cracks, lower throughput and increased cost of fuel consumed due to the overall higher
crude oil price environment compared to 2009 offset by improved refining margin cracks for middle distillates. The 5/2/2/1 benchmark refining margin for the Coryton Refinery increased 17 % for the three months ended June 30, 2010 as compared to the same period in 2009 as a result of increased ULSD cracks partially offset by lower gasoline and fuel oil cracks to Dated Brent. The 6/1/2/2/1 benchmark refining margin for the BRC Refinery increased 50 % for the three months ended June 30, 2010 as compared to the same period in 2009 as a result of increases in gasoil cracks. The 4/1/2/1 benchmark refining margin for the Petit Couronne and Reichstett refineries increased 34 % for the three months ended June 30, 2010 as compared to the same period in 2009 as a result of increased ULSD cracks. The 10/1/3/5/1 benchmark refining margin for the Ingolstadt Refinery increased 33 %, primarily driven by increases in ULSD cracks as compared to the same period in 2009. The 7/2/4/1 benchmark refining margin for the Cressier Refinery increased 51 % as a result of higher gasoil cracks. Margins in the second quarter of 2010 benefited from inland premiums primarily at the Cressier and Ingolstadt locations. Rhine Freight averaged approximately CHF 18 per ton for the three months ended June 30, 2010, up over 24 % from the second quarter of 2009. The OMR price premium to Platts middle distillates pricing increased by 16 % in the second quarter of 2010 compared to the second quarter of 2009.
Petit Couronne. For the three months ended June 30, 2010, the Petit Couronne Refinerys total throughput averaged approximately 136,400 bpd. The refinerys throughput was in line with expectations. For the same period in 2009, the Petit Couronne Refinerys total throughput averaged approximately 99,000 bpd. Throughput in 2009 was reduced primarily as a result of planned turnaround activity which lasted approximately two weeks. Ingolstadt. For the three months ended June 30, 2010, the Ingolstadt Refinerys total throughput averaged 93,200 bpd. For the same period in 2009, the Ingolstadt Refinerys total throughput averaged approximately 105,000 bpd. Throughput in 2010 was impacted by planned maintenance activity for both the reformer and diesel hydrotreater. Reichstett. For the three months ended June 30, 2010, the Reichstett Refinerys total throughput averaged approximately 63,600 bpd. The refinerys throughput was in line with expectations. For the same period in 2009, the Reichstett Refinerys total throughput averaged approximately 61,100 bpd. Throughput in the second quarter 2010 was impacted by a planned shutdown of the FCC unit. Cressier. For the three months ended June 30, 2010, the Cressier Refinerys total throughput averaged approximately 34,500 bpd. For the same period in 2009, the Cressier Refinerys total throughput averaged approximately 56,800 bpd. Throughput in 2010 was impacted by a planned turnaround which lasted 38 days.
Refinery Operations Personnel Expenses Coryton. For the three months ended June 30, 2010, the Coryton refinerys total throughput averaged 186,800 bpd. The refinerys throughput was in line with expectations. For the same period in 2009, the total throughput averaged 173,400 bpd. Total throughput in the second quarter 2009 was limited by a trip in the fluid catalytic cracking unit. BRC. For the three months ended June 30, 2010, the BRC Refinerys total throughput averaged approximately 43,400 bpd. For the same period in 2009, the total throughput ave raged approximately 95,900 bpd. Throughput in 2010 was impacted by a planned turnaround. The restart was delayed and carried over into July 2010. Operating Expenses Our refinery operating expenses decreased by USD 16.1 million to USD 98.9 million for the three months ended June 30, 2010 from USD 115.0 million for the same period in 2009. As the Companys functional currency is USD, operating expenses for the second quarter of 2010 were positively impacted by the strengthening of the USD as operating costs are paid in various local currencies such as the EUR, GBP and CHF. In addition, operating expenses in 2009 included higher unplanned maintenance activities. Our personnel expenses increased by USD 2.8 million to USD 88.3 million for the three months ended June 30, 2010 from USD 85.5 million for the same period in 2009.
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Depreciation and Amortization Our depreciation and amortization expenses increased by USD 19.8 million to USD 87.7 million for the three months ended June 30, 2010 from USD 67.9 million for the same period in 2009. The increase is mainly attributable to additional depreciation associated with the turnarounds at the Coryton and Reichstett refineries in 2009. Financial Expense, Net Our net financial expense increased by USD 9.0 million to USD 43.6 million for the three months ended June 30, 2010 from a net financial expense of USD 34.6 million for the three months ended June 30, 2009. The increase in net financial expense is mainly attributable to higher interest expenses resulting from the Companys refinancing activities which were completed in October 2009. Foreign Currency Exchange Loss/Gain Our foreign currency exchange results represented a loss of USD 1.1 million for the three months ended June 30, 2010 as compared to a gain of USD 2.4 million for the three months ended June 30, 2009. The result represents the revaluation of certain CHF, GBP and EUR monetary items against the USD. Income Tax Expense Our income tax expense was USD 37.4 million for the three months ended June 30, 2010 compared to tax expense of USD 22.1 million for the three months ended June 30, 2009. Income tax expense was impacted by unrecognized tax losses, non-cash tax effects resulting from the movement in foreign exchange rates and lower realized refining margins.
Cash flows from operating activities Cash flows from investing activities Cash flows from financing activities Net increase in cash and short-term deposits Net foreign exchange differences Cash and short-term deposits at beginning of period Cash and short-term deposits at end of period
Cash Flows from Operating Activities Net cash flows provided by operating activities were USD 388.2 million for the six months ended June 30, 2010 as compared to net cash provided by operating activities of USD 456.7 million for the same period in 2009. Net loss after excluding non-cash depreciation, amortization and income tax expenses contributed USD 62.6 million for the six months ended June 30, 2010 versus USD 356.4 million for the same period in 2009. Cash flows from operating activities were impacted by the volatility in crude oil prices partially offset by improved refining margin cracks for gasoline and middle distillates in 2010 compared to positive cash flow impacts from the strong rise in crude oil pricing in 2009. Net changes in working capital provided an additional USD 345.6 million in cash flow for the six months ended June 30, 2010 versus USD 140.8 million for the same period in 2009. Cash Flows from Investing Activities Net cash flows used in investing activities were USD 196.4 million for the six months ended June 30, 2010 as compared to net cash used in investing activities of USD 116.0 million for the same period in 2009. The cash used in investing activities in 2010 resulted primarily from planned capital expenditure and turnaround activity in the fourth quarter 2009 and the first half-year 2010 at the Coryton, BRC, Ingolstadt, Cressier, Petit Couronne and Reichstett refineries and the contribution of USD 76.4 million to PBF. On January 12, 2010, the Company completed the sale of the Antwerp Processing Facility and associated working capital, which resulted in cash proceeds of USD 55.0 million.
Cash Flows from Financing Activities Net cash flows used in financing activities were USD 30.4 million for the six months ended June 30, 2010 as compared to net cash used in financing activities of USD 231.7 million for the same period in 2009. Financing activities in 2010 and 2009 primarily represent net cash repayments on the revolving credit facility. Additionally, in May 2010, the Company completed a private placement of shares which resulted in gross proceeds of USD 136.4 million.
21
Capital Spending
We classify our capital expenditures, excluding acquisition expenditures, into five major categories: Permit-related capital expenditures include capital expenditures for improvements and upgrades to our production facilities required by local authorities as a condition of the granting or renewal of the operating permits for our facilities. These include process safety improvements and installation of equipment to reduce emissions to the environment. Sustaining capital expenditures include regular, non-permit related capital expenditures we incur to maintain our production facilities and facilitate reliable operations.
Summary of Indebtedness
The following table sets forth our financial indebtedness and cash balances as of June 30, 2010 and December 31, 2009:
(in millions of USD) June 30, 2010 December 31, 2009
Term loan facilities Working capital facilities Total financial debt Cash and short-term deposits Net financial debt
The Companys Consolidated EBITDA (Earnings Before InterTurnaround capital expenditures include capital expenditures incurred in connection with planned shutdowns to make necessary repairs, perform preventative maintenance, replace catalysts and implement capital improvements. We perform major scheduled turnarounds on each of our refineries generally every four to five years, with an intermediate, minor turnaround generally two years following each scheduled major maintenance turnaround. Project-related capital expenditures include capital expenditures for improvements or upgrades to our production facilities that have been identified to provide significant gross margin returns. These projects are expected to either add capacity or increase product yields in higher value petroleum products. Information technology/intangibles capital expenditures include costs associated with software integration primarily from acquisitions and system upgrades. This category also includes other hardware and capital expenditures for intangible assets. Our total capital expenditures, excluding acquisition expenditures, are summarized in the following table by major category for the period indicated:
For the six months ended June 30, (in millions of USD) 2010 2009
est, Taxes, Depreciation and Amortization) excluding results from discontinued operations was USD 166.7 million for the six months ended June 30, 2010.
Liquidity
Our ability to pay interest and principal on our indebtedness and to satisfy our other debt obligations will depend upon our future operating performance and the availability of new and refinancing indebtedness, which can be affected by prevailing economic conditions and financial, business and other factors, some of which are beyond our control. We believe that our cash flows from operations, borrowings under our existing credit facilities and other capital resources will be sufficient to satisfy the anticipated cash requirements associated with our existing operations during the next twelve months. Our ability to generate sufficient cash from our operating activities depends on our future performance and global oil market pricing, which are subject to general economic, political, financial, competitive and other factors beyond our control. The Company could, during periods of economic downturn, access the capital markets and/or other available financial resources to strengthen its financial position. In addition, our future capital expenditures and other cash requirements could be higher than we currently expect as a result of various factors, including any acquisitions that we may complete.
Permit-related Sustaining Turnaround Projects Information technology/ Intangibles Total capital expenditures
Outlook
The discussion below contains forward-looking statements that reflect our current judgment regarding conditions we expect to exist and the course of action we expect to take in the future. Even though we believe our expectations regarding future events are based on reasonable assumptions, forward-looking statements are not guarantees of future performance. Our assumptions rely on our operational analysis and expectations for the operating performance of our assets based on their historical operating performance, management expectations as described below and historical costs associated with the operations of those assets. Factors beyond our control could cause our actual results to vary materially from our expectations, which are discussed in the Forward-Looking Statement and elsewhere in this document. The prospective financial information below is our current judgment and should not be relied upon as being necessarily indicative of future results, and the reader is cautioned not to place undue reliance on this prospective financial information. We undertake no obligation to update any forward-looking statements contained in this document as a result of new information, future events or subsequent developments, or otherwise.
refinerys actual, or anticipated, product slate; and for any other factors not anticipated in the benchmark refining margin. These other factors include crude oil and product grade differentials, a rising or declining crude and products market pricing environment, timing of crude oil and feedstock purchases, fuel consumed during production, commodity price management, transportation costs and inventory fluctuations. The throughput estimates set forth below assume that our refinery operations will experience no operating disruptions or economic run cuts for the remainder of 2010 other than scheduled maintenance shutdowns. Coryton Refinery We expect the Coryton Refinerys total throughput during the third quarter and full-year of 2010 will be approximately 185,000 to 195,000 bpd. BRC Refinery We expect the BRC Refinerys total throughput during the third quarter of 2010 will be approximately 85,000 to 95,000 bpd. We expect the refinerys full-year total throughput will be approximately 80,000 to 90,000 bpd. Petit Couronne Refinery We expect the Petit Couronne Refinerys throughput during the third quarter of 2010 will be approximately 110,000 to 120,000 bpd. We expect the refinerys full-year total throughput will be approximately 115,000 to 125,000 bpd. Ingolstadt Refinery We expect the Ingolstadt Refinerys total throughput during the third quarter and full-year of 2010 will be approximately 95,000 to 105,000 bpd. Reichstett Refinery We expect the Reichstett Refinerys total throughput during the third quarter and full-year of 2010 will be approximately 55,000 to 65,000 bpd. Cressier Refinery We expect the Cressier Refinerys total throughput during the third quarter of 2010 will be approximately 50,000 to 60,000 bpd. We expect the refinerys full-year total throughput will be approximately 45,000 to 55,000 bpd.
Market
We expect the market outlook for the remainder of 2010 to improve versus 2009 for the European refining industry as we see signs of an economic revival in the Atlantic Basin and a corresponding gradual increase in consumption, which we believe will drive improved refining margins. While we expect refining margins will continue to fluctuate, we believe that we are adequately positioned in the industry to perform and fund our operations under current and expected market conditions.
Refinery Operations
Overview As discussed under Factors Affecting Operating Results, it is common practice in our industry to look to benchmark market indicators, such as the derived 5/2/2/1 benchmark refining margin for the Coryton Refinery, 6/1/2/2/1 benchmark refining margin for the BRC Refinery, 7/2/4/1 benchmark refining margin for the Cressier Refinery, 10/1/3/5/1 benchmark refining margin for the Ingolstadt Refinery, 4/1/2/1 benchmark refining margin for the Petit Couronne and Reichstett refineries, as proxies for refining margins. As indicators of the refinerys actual refining margins, each refinerys benchmark must be adjusted for the following: the refinerys actual crude oil slate, which does not correspond to the 100 % Dated Brent crude oil slate we have used in our derived benchmark refining margins; for variances from the benchmark product slate to the
23
Liquidity Risk
Our ability to pay interest and principal on our indebtedness and to satisfy our other debt obligations will depend upon our future operating performance and the availability of new and refinancing indebtedness, which will be affected by prevailing economic conditions and financial, business and other factors, some of which are beyond our control. Our ability to generate sufficient cash from our operating activities depends on our future performance and global oil market pricing, which is subject to general economic, political, financial, competitive and other factors beyond our control. In addition, our future capital expenditures and other cash requirements could be higher than we currently expect as a result of various factors, including any acquisitions or investments that we may complete.
Credit Risk
Credit risk arises from the potential failure of a counterparty to meet its contractual obligations resulting in financial loss to the Company. We are exposed to credit risk from granting trade credit to customers and from placing deposits with financial institutions. Our maximum exposure to credit risk is represented by the carrying amounts of cash and receivables that are presented in the Condensed Consolidated Statement of Financial Position, including derivatives with positive market values.
International Financial Reporting Standards (IFRS) requires the use of estimates and assumptions that affect the reported amount of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances and provide a basis for making judgments about the carrying value of assets and liabilities that are not readily available through open market quotes. Estimates and assumptions are reviewed periodically, and actual results may differ from those estimates under different assumptions or conditions.
We must use our judgment related to uncertainties in order to make these estimates and assumptions. We have summarized in our 2009 Annual Report our accounting estimates that require more subjective judgment by our management in making assumptions or estimates regarding the effects of matters that are inherently uncertain and for which changes in conditions may significantly affect the results presented in our Financial Statements. These accounting estimates have not changed significantly during the first six months of 2010.
25
26 27 28 29 30 36
Condensed Consolidated Statement of Comprehensive Income for the six and three months ended June 30, 2010
Condensed Consolidated Statement of Cash Flows for the six months ended June 30, 2010
Condensed Consolidated Statement of Changes in Equity for the six months ended June 30, 2010
I I
Notes to the Condensed Consolidated Financial Statements Review Report of the Auditor
Condensed Consolidated Statement of Comprehensive Income for the six and three months ended June 30, 2010
For the six months ended June 30, Notes (in millions of USD, except per share data) 2010 Reviewed 2009 1) Reviewed For the three months ended June 30, 2010 Reviewed 2009 1) Reviewed
Continuing operations Revenue Materials cost Gross margin Personnel expenses Operating expenses Depreciation and amortization Other administrative expenses Operating profit/(loss) Financial expense, net Foreign currency exchange (loss)/gain Share of loss from associates (Loss)/income before income taxes Income tax expense Net (loss)/income from continuing operations Discontinued operations (Loss)/income from discontinued operations, net of tax Net (loss)/income Other comprehensive income Income tax benefit/(expense) 2) Exchange difference on disposal of subsidiary 3) Other comprehensive income/(loss) Total comprehensive (loss)/income Net (loss)/income attributable to the parent for continuing operations discontinued operations Net (loss)/income Total comprehensive (loss)/income attributable to shareholders of the parent for continuing operations discontinued operations Total comprehensive (loss)/income Earnings per share (in USD) 4) Earnings per share basic Earnings per share diluted calculated on continuing operations Earnings per share basic Earnings per share diluted
1)
9,889.4 (9,313.7) 575.7 (175.4) (204.1) (167.2) (22.0) 7.0 (94.3) (3.7) (3.8) (94.8)
6,602.1 (5,760.0) 842.1 (162.7) (229.6) (127.7) (32.2) 289.9 (72.0) 4.8 (1.0) 221.7 (19.0) 202.7 (9.0) 193.7
4,915.9 (4,663.6) 252.3 (88.3) (98.9) (87.7) (11.2) (33.8) (43.6) (1.1) (3.0) (81.5) (37.4) (118.9) (0.2) (119.1)
3,631.4 (3,091.8) 539.6 (85.5) (115.0) (67.9) (17.3) 253.9 (34.6) 2.4 (0.5) 221.2 (22.1) 199.1 5.9 205.0
(50.5) (145.3)
(11.2) (156.5)
(119.1)
The 2009 financials have been re-presented to reflect the impact of discontinued operations related to Teesside and the Antwerp Processing Facility. Relates to fluctuations in foreign exchange gains and losses regarding loans classified as net investments and capitalized loss carry forwards. 3) Recognition of the cumulative exchange differences in respect of the disposal of the Antwerp Processing Facility reclassified to the line item Discontinued operations in the Condensed Consolidated Statement of Comprehensive Income. Further information is disclosed in Note 5 Disposal of the Antwerp Processing Facility. 4) The comparative earnings per share have been restated to retroactively reflect the discount provided to shareholders in the September 2009 rights issue. As the rights issue was offered at a discount (CHF 16.90) to market value (CHF 26.70) the weighted average number of shares outstanding was adjusted in accordance with IAS 33 Earnings per Share. The adjustment resulted in an increase in the weighted average shares outstanding, both basic and diluted, of approximately 8 %.
2)
27
Current assets Cash and short-term deposits Trade receivables, net Other receivables and prepayments Derivative financial instruments Inventories Other financial assets Current tax assets Assets classified as held for sale Total current assets Non-current assets Intangible assets Property, plant and equipment Investments in associates Financial assets available for sale Retirement benefit asset Other financial assets Deferred tax assets Total non-current assets Total assets Current liabilities Interest-bearing loans and borrowings Finance lease commitments Trade payables Other payables and accrued expenses Derivative financial instruments Provisions Current tax liabilities Liabilities classified as held for sale Total current liabilities Non-current liabilities Interest-bearing loans and borrowings Finance lease commitments Provisions Retirement benefit obligation Other financial liabilities Deferred tax liabilities Total non-current liabilities Total liabilities Shareholders equity Share capital Share premium Translation reserve Retained earnings Equity attributable to shareholders of the parent Non-controlling interest Total shareholders equity Total liabilities and shareholders equity 12 12 5 615.9 1,542.8 22.9 (213.6) 1,968.0 0.3 1,968.3 6,933.3 555.2 1,463.4 22.1 (53.0) 1,987.7 0.3 1,988.0 6,678.3 11 1,687.8 20.8 10.7 108.0 4.4 408.9 2,240.6 4,965.0 1,683.8 25.6 12.5 123.0 4.6 342.6 2,192.1 4,690.3 11 2.2 1,479.5 1,233.8 0.7 7.4 0.8 2,724.4 149.6 2.9 1,463.4 822.7 4.0 13.9 11.1 30.6 2,498.2 10 10 6 88.4 3,490.4 93.8 28.6 16.3 14.1 54.0 3,785.6 6,933.3 99.3 3,523.1 21.2 28.6 9.3 3.2 40.0 3,724.7 6,678.3 9 175.0 1,080.9 121.8 8.8 1,754.6 2.1 4.5 3,147.7 11.2 1,051.4 99.8 7.7 1,684.5 2.4 8.4 88.2 2,953.6
Condensed Consolidated Statement of Cash Flows for the six months ended June 30, 2010
For the six months ended June 30, 2010 (in millions of USD) Reviewed 2009 1) Reviewed
Cash flows from operating activities 2) Net (loss)/income Adjustment for: Depreciation and amortization Amortization of capitalized financing costs/accretion expenses Income tax expense Interest expense, net of interest income Share-based payments Share of loss from associates Impairment of financial assets available for sale and related loans Foreign exchange and other items Net loss/(gain) on disposals of subsidiaries and other assets Change in provisions and pensions Changes in working capital Change in trade and other receivables Change in inventories Change in derivative financial instruments Change in trade payables, other payables and accrued expenses Cash generated from operations Income tax paid, net of tax received Interest received Interest paid Cash flows from operating activities Cash flows from investing activities Investment in property, plant and equipment/intangible assets 3) Investment in associates Disposals of subsidiaries, net of cash disposed Disposals of assets, net of cash sold Cash flows from investing activities Cash flows from financing activities Proceeds from issuance of share capital 4) Share issue costs Decrease on working capital facilities Cash flows from financing activities Net cash flows Net foreign exchange differences Movement in cash and short-term deposits Cash and short-term deposits as per January 1, Cash and short-term deposits as per June 30,
1)
(156.5) 167.8 6.5 51.3 68.5 3.4 3.8 (1.8) 4.1 (30.3) (61.5) (68.0) (4.4) 479.5 462.4 (5.9) 0.4 (68.7) 388.2 (175.3) (76.4) 54.9 0.4 (196.4) 138.0 (5.3) (163.1) (30.4) 161.4 2.4 163.8 11.2 175.0
193.7 140.6 8.8 22.1 53.0 3.2 1.0 2.3 (5.2) (0.2) (24.3) 158.2 (166.5) (24.4) 173.5 535.8 (26.0) 0.7 (53.8) 456.7 (117.5) 1.5 (116.0) (231.7) (231.7) 109.0 4.5 113.5 209.8 323.3
Certain prior period amounts have been reclassified to conform to current period presentation. The Condensed Consolidated Statement of Cash Flows includes cash flows from discontinued operations. Cash flow information related to discontinued operations is disclosed in Note 4 Discontinued Operations. 3) Net of non-cash accruals. 4) Includes proceeds from private placement of shares and options exercised under the Equity Incentive Plan.
2)
29
Condensed Consolidated Statement of Changes in Equity for the six months ended June 30, 2010
Attributable to equity holders of the parent Notes (in millions of USD) Share capital Share premium Translation reserve Retained earnings Total Noncontrolling interest Total equity
Balance as at January 1, 2009 Net income for the period Other comprehensive income Total comprehensive income Share-based payments Balance as at June 30, 2009 (reviewed) Balance as at January 1, 2010 Net loss for the period Other comprehensive income Total comprehensive income/ (loss) Capital increase Share issue costs Issuance of shares under share option plan Share-based payments Balance as at June 30, 2010 (reviewed) 12 12 12
464.0 464.0
1,306.3 1,306.3
0.3 0.3
0.3 0.3
In preparing the Interim Financial Statements, the accounting principles and methods of computation applied are consistent with those used in the Financial Statements as of December 31, 2009 and for the year then ended. As of January 1, 2010, the Company adopted the following new, revised or amended IAS/IFRS-Standards: IFRS 2 (Amended) Group cash-settled and share-based payment transactions IFRS 3 (Revised) Business Combinations IAS 27 (Revised) Consolidated and Separate Financial Statements
The Company has one reportable operating segment, refining. Our refining segment includes refining and wholesale marketing operations. Petroplus is an independent refining company with no other operating activities. As such we manage operations on a consolidated basis. Additionally, the Company does not generate financial information down to the net income level for its refineries.
Operating Segment
For the six months ended June 30, Refining (in millions of USD) 2010 2009 Continuing Operations 2010 2009 Discontinued Operations 2010 2009 Total Company 2010 2009
9,889.4 9,889.4
6,602.1 6,602.1
For the three months ended June 30, Refining (in millions of USD) 2010 2009 Continuing Operations 2010 2009 Discontinued Operations 2010 2009 Total Company 2010 2009
4,915.9 4,915.9
3,631.4 3,631.4
(0.2)
31
Discontinued Operations
Disposal of the Antwerp Processing Facility On October 23, 2009, the Company, through certain of its subsidiaries, entered into a definitive agreement with Eurotank Belgium B.V., a wholly-owned subsidiary of Vitol Tank Terminals International B.V., part of the Vitol Group of companies, for the sale of Petroplus Refining Antwerp N.V. and Petroplus Refining Antwerp Bitumen N.V. (the Antwerp Processing Facility). The disposal of the Antwerp Processing Facility is consistent with the Companys long-term policy to focus on its core refining business. The disposal was completed on January 12, 2010, on which date control of the Antwerp Processing Facility passed over to the acquirer. Details of the assets and liabilities disposed of and the calculation of the loss on disposal are disclosed in Note 5 Disposal of the Antwerp Processing Facility. Suspension of the Teesside Refinery Operations The refinery operations at the Companys Teesside facility were suspended in November 2009 and the site is currently transitioning into a marketing and storage facility. In conjunction with the ongoing transition, an additional provision of USD 6.4 million for expected restructuring costs, primarily further employee redundancies and contract cancellation costs, was recorded in the first quarter 2010. The related expenses have been included in the line item Discontinued operations in our Condensed Consolidated Statement of Comprehensive Income for the six months ended June 30, 2010. The transition is expected to be completed by the end of 2010. Analysis of loss for the year from discontinued operations The combined results of the discontinued operations (i.e. Antwerp Processing Facility and Teesside refining operations) are set forth in the following table. The comparative loss and cash flows from discontinued operations have been re-presented to include those operations classified as discontinued in the current period.
(in millions of USD) (in millions of USD)
Results from discontinued operations Revenue Materials cost Gross margin Personnel expenses Operating expenses Depreciation and amortization Restructuring expenses Other administrative expenses Operating loss Financial expense, net Loss before income taxes Income tax expense Results from discontinued operations Loss on sale of discontinued operations Total loss from discontinued operations (11.2) (9.0) (3.3) 12.2 (10.3) 1.9 (0.3) (1.3) (0.6) (6.4) (0.4) (7.1) (7.1) (0.8) (7.9) 721.6 (665.5) 56.1 (16.4) (31.9) (12.9) (0.9) (6.0) 0.1 (5.9) (3.1) (9.0)
Earnings per share from discontinued operations (in USD) Earnings per share basic Earnings per share diluted
Half-Year 2010
Half-Year 2009
(0.13) (0.13)
(0.12) (0.11)
Cash flows from operating activities Cash flows from investing activities Cash flows from financing activities Net cash flows
The loss on disposal is included in the line item Discontinued operations in the Condensed Consolidated Statement of Comprehensive Income. Further details are disclosed in Note 4 Discontinued Operations. Net cash inflow on disposal of the Antwerp Processing Facility:
On January 12, 2010, the Company disposed of the Antwerp Processing Facility. Cash proceeds of USD 55.0 million have been received as of June 30, 2010. Consideration:
Half-Year 2010
Half-Year 2010
Consideration received in cash Less: Cash balances disposed of Net cash inflow
Consideration received in cash Deferred consideration for remaining net working capital adjustment Total consideration
6
Effect of disposal on the financial position of the Group as per January 12, 2010:
Half-Year 2010
Investments in Associates
On June 1, 2010, the Companys investment vehicle, PBF Energy Company LLC (PBF), completed its purchase of the Delaware City Refinery in Delaware City, Delaware from Valero Energy Corporation. On May 28, 2010, the Company contributed USD 76.4 million to PBF. Major maintenance work at the refinery will begin in the third quarter 2010 and PBF plans to restart the refinery in the first half of 2011. The terminal assets will continue to operate through this period. The Company expects to contribute an additional USD 48.6 million to PBF in 2010 and early 2011 in connection with PBFs acquisition of the Delaware City Refinery.
Cash Other receivables and prepayments Inventories Property, plant and equipment Other financial assets Total assets disposed of Other payables and accrued expenses Current tax liabilities Retirement benefit obligation Provisions Other financial liabilities Total liabilities disposed of Net assets disposed of
0.1 2.6 31.9 41.8 13.3 89.7 (15.3) (0.2) (8.3) (5.5) (0.6) (29.9) 59.8
Seasonality
Although we are subject to some seasonality, demand for transportation fuels in the summer months is offset by demand for heating oil in the winter months. As a result, product demand is balanced over the year.
8
Loss on disposal from Antwerp Processing Facility:
Income Taxes
The Companys income tax expense was USD 50.5 million for
(in millions of USD) Half-Year 2010
the six months ended June 30, 2010 compared to USD 19.0 million for the six months ended June 30, 2009. Income tax expense was impacted by unrecognized tax losses, non-cash tax effects resulting from the movement in foreign exchange rates and prior years tax adjustments and lower realized refining margins.
Consideration Net assets disposed of Loss on disposal Cumulative exchange differences reclassified from equity Total loss from disposal of Antwerp Processing Facility
33
Trade Receivables
Non-current Senior Note USD 600 million, 6.75 % due 2014 & Senior Note USD 600 million, 7 % due 2017 & Senior Note USD 400 million, 9.375 % due 2019 On May 1, 2007, Petroplus Finance Ltd., a subsidiary of the Company, issued USD 600 million, 6.75 % senior notes due 2014 and USD 600 million, 7 % senior notes due 2017. The coupon is payable semi-annually on May 1 and November 1. On September 17, 2009, Petroplus Finance Ltd. issued USD 400.0 million senior notes due 2019 at an issue price of 98.42 % giving a yield of 9.625 %. The coupon is payable semi-annually on March 15 and September 15, beginning March 15, 2010.
On June 8, 2009, one of the Companys subsidiaries entered into an uncommitted factoring agreement of up to approximately USD 250 million resulting in the sale of some of the Companys oil major receivables (the Factoring Agreement). The Factoring Agreement is available, subject to certain oil major receivables being eligible for sale. The eligible receivables are sold at their nominal value less the banks funding rate plus a margin below that of the Revolving Credit Facility. As of June 30, 2010, the Company utilized USD 187.9 million against this facility.
Convertible Bond USD 150 million, 4.0 % due 2015 On October 16, 2009, Petroplus Finance Ltd. issued USD 150.0 million in guaranteed senior secured convertible bonds due 2015. The debt is guaranteed by the Company as well as by certain of its subsidiaries. Each bond in the principal amount of USD 100,000 is convertible into common shares of the Company at an initial conversion price of CHF 30.61 per share with a fixed exchange rate on conversion of USD/CHF 1.0469 at the option of the bondholder at any time on or after November 26, 2009 until October 9, 2015.
12 Shareholders Equity
Number of shares
Capital Increase During May 2010, the Company completed a private placement whereby the Company issued 8.65 million new registered shares from existing authorized capital. The shares were sold at a price of CHF 17.50. The first trading day of the new shares was May 7, 2010. The gross proceeds as of June 30, 2010 amounted to USD 136.4 million, net of a realized foreign exchange loss of USD 0.2 million, excluding estimated share issue costs of approximately USD 5.6 million (USD 5.2 million paid as of June 30, 2010). The proceeds will be used to fund the Companys portion of PBFs acquisition of the Delaware City Refinery and future investments in PBF.
Conditional Share Capital At the ordinary shareholders meeting held on May 5, 2010, the Board of Directors received shareholder authorization to increase the share capital of the Company. Additional conditional capital may be raised at any time by a maximum amount of CHF 113.7 million by issuing up to 15,000,000 fully paid registered shares with a nominal value of CHF 7.58 each. The outstanding conditional share capital at June 30, 2010 amounts to USD 188.5 million (CHF 220.8 million), comprising of 29,132,401 shares.
13 Other Activities
The outstanding share capital as of June 30, 2010 amounts to USD 615.9 million (CHF 721.6 million), comprised of 95,194,557 shares which include new shares created out of the conditional share capital during the first half-year 2010 due to the exercise of options granted under the Equity Participation Plan and the Equity Incentive Plan. Authorized Share Capital At the ordinary shareholders meeting held on May 5, 2010, the Board of Directors received shareholder authorization to increase the share capital of the Company. Additional authorized capital may be raised at any time until May 5, 2012 by a maximum amount of CHF 189.5 million by issuing a maximum of 25,000,000 fully paid shares with a nominal value of CHF 7.58 each. The Board of Directors is entitled to issue these shares by means of a firm underwriting or in partial amounts. The outstanding authorized share capital as of June 30, 2010, after the above mentioned share capital increase, amounts to USD 217.5 million (CHF 254.8 million), comprised of 33,615,057 shares. Coryton Refinery Restructuring During the first quarter of 2010, the Company commenced a plan to reduce operating expenses by reorganizing and streamlining its Coryton Refinery operations. The plan includes the reduction of certain third party contractors and own employee positions. The plan will be finalized during the course of 2010. The cost of the program is not expected to be significant. Evaluation of Strategic Alternatives for the Reichstett Refinery On April 1, 2010, the Company announced that it is evaluating strategic alternatives at its Reichstett Refinery including the potential sale of the refinery. During this process, the Company plans to operate the refinery and make the necessary investments required for compliance with environmental, health and safety standards. The Companys first priority in evaluating strategic alternatives for the site is to explore all opportunities in an effort to keep the refinery operational. The sales and evaluation process is expected to be completed by the end of 2010. If there is no potential buyer at that time, the Company will decide whether to continue to run the refinery or implement a shutdown.
35
14 Subsequent Events
Repayment of Nominal Share Capital At the ordinary shareholders meeting of the Company which took place on May 5, 2010, the shareholders resolved to reduce the share capital by CHF 0.10 per share. The entry of the share capital reduction in the commercial register took place on July 15, 2010 and the repayment of CHF 0.10 per registered share was paid to shareholders on July 26, 2010.
Contact Information
Registered office
Petroplus Holdings AG Industriestrasse 24 6300 Zug Switzerland Phone Fax +41 58 580 11 00 +41 58 580 13 99
The report is available online at www.petroplusholdings.com. Publisher: Petroplus Holdings AG, Zug, Switzerland Realization, production and print: Victor Hotz AG, Corporate Publishing & Print, Steinhausen, Switzerland Petroplus Holdings AG, 2010