TIDM74JJ

RNS Number : 6680E

Petrol AD

01 June 2012

Consolidated financial statements

as of March 31, 2012

and Notes to the consolidated financial statements

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the period ended March 31, 2012

 
                                         Note  March 31,   March 31, 
                                                    2012        2011 
                                                 BGN'000     BGN'000 
 
Revenue                                   6      327,635     293,496 
Other income                              7          914         799 
 
Cost of goods sold                             (312,258)   (267,305) 
Materials and consumables                 8      (2,293)     (2,294) 
Hired services                            9      (5,209)     (5,583) 
Employee benefits expenses                10     (6,360)     (6,339) 
Depreciation and amortisation expenses    14     (3,473)     (3,955) 
Other expenses                            11     (1,208)     (1,473) 
 
Finance income                            12       8,391      25,297 
Finance costs                             12     (8,482)     (7,790) 
 
Profit (loss) before taxes                       (2,343)      24,853 
 
Income tax expense                        13        (77)       (982) 
                                               ---------   --------- 
 
Net profit (loss) for the period                 (2,420)      23,871 
                                               ---------   --------- 
 
Attributable to: 
 
     Owners of the Parent Company                (2,421)      23,863 
     Non-controlling interest                          1           8 
 
Total comprehensive income for the 
 period                                          (2,420)      23,871 
                                               =========   ========= 
 
 

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

 
 
 Svetoslav Yordanov   Daniela Taskova-Stoykova 
 Executive Director   Chief Accountant 
 

May 30, 2012 CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As of March 31, 2012

 
                                        Note  March 31,     December 
                                                                 31, 
                                                   2012         2011 
                                                BGN'000      BGN'000 
 
Non-current assets 
 
    Property, plant and equipment and 
     intangible assets                   14     160,989      162,890 
    Investment properties                15      33,242       33,467 
    Goodwill                             17      18,332       18,332 
    Deferred tax assets                  13         890          668 
    Interest-bearing loans granted       18      21,034       21,034 
    Compulsory inventory                 19      69,081       69,081 
 
Total non-current assets                        303,568      305,472 
                                              ---------   ---------- 
 
Current assets 
 
    Inventories                          19      54,683       53,178 
    Interest-bearing loans granted       18     107,630      104,437 
    Trade and other receivables          20      91,462       85,681 
    Cash                                 21       7,999        9,075 
 
Total current assets                            261,774      252,371 
                                              ---------   ---------- 
 
Total assets                                    565,342      557,843 
                                              =========   ========== 
 
Shareholder's equity 
 
    Share capital                        22      76,273          76,321 
    Legal reserves                               18,864          18,864 
    Accumulated loss                          (117,997)       (115,264) 
                                              ---------   ------------- 
 
Total equity, attributable to the 
 owners of the Parent Company                  (22,860)        (20,079) 
                                              ---------   ------------- 
 
Non-controlling interest                             53              52 
                                              ---------   ------------- 
 
Total equity and reserves                      (22,807)        (20,027) 
 
Non-current liabilities 
 
    Interest-bearing loans received      23     194,013         205,028 
    Obligations under finance lease      24       1,523           1,705 
    Retirement benefits obligations      25         328             328 
 
Total non-current liabilities                   195,864         207,061 
                                              ---------   ------------- 
 
 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As of March 31, 2012 (continued)

 
                                      Note  March 31,   December 
                                                             31, 
                                                 2012       2011 
                                              BGN'000    BGN'000 
 
Current liabilities 
 
    Trade and other payables           26     313,413    281,318 
    Interest-bearing loans received    23      78,001     88,466 
    Obligations under finance lease    24         768        949 
    Retirement benefits obligations    25          22         22 
    Current income tax payable         27          81         54 
 
Total current liabilities                     392,285    370,809 
                                            ---------   -------- 
 
Total liabilities                             588,149    577,870 
                                            ---------   -------- 
 
Total equity and liabilities                  565,342    557,843 
                                            =========   ======== 
 

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

 
 
 Svetoslav Yordanov   Daniela Taskova-Stoykova 
 Executive Director   Chief Accountant 
 

May 30, 2012 CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY

For the period ended March 31, 2012

 
                              Equity attributable to the owners          Non-controlling      Total 
                                     of the Parent Company                      interest     equity 
                           Share       Legal   Accumu-lated      Total 
                         capital    reserves           loss 
                         BGN'000     BGN'000        BGN'000    BGN'000           BGN'000    BGN'000 
 
 Balance at 
  January 1, 2011         76,401      18,914       (69,881)     25,434             4,301     29,735 
 
 Profit for the 
  period                       -           -         23,863     23,863                 8     23,871 
 
 Total comprehensive 
  income                       -           -         23,863     23,863                 8     23,871 
                       ---------  ----------  -------------  ---------  ----------------  --------- 
 
 Acquisition of 
  additional share 
  in subsidiary                -           -          (270)      (270)               270          - 
 
 Balance at 
  March 31, 2011          76,401      18,914       (46,288)     49,027             4,579     53,606 
                       =========  ==========  =============  =========  ================  ========= 
 
 Loss for the period           -           -       (68,607)   (68,607)                 1   (68,606) 
 
 Total comprehensive 
  income                       -           -       (68,607)   (68,607)                 1   (68,606) 
                       ---------  ----------  -------------  ---------  ----------------  --------- 
 
 Buy back of own 
  shares                    (80)           -          (385)      (465)                 -      (465) 
 Dividends paid                -           -           (64)       (64)                 -       (64) 
 Dividends payable 
  written off                  -           -             45         45                 -         45 
 Acquisition of 
  non-controlling 
  interest                     -           -           (15)       (15)           (4,528)    (4,543) 
                       ---------  ----------  -------------  ---------  ----------------  --------- 
 
 Total transactions 
  with shareholders 
  in equity                 (80)           -          (419)      (499)           (4,528)    (5,027) 
                       ---------  ----------  -------------  ---------  ----------------  --------- 
 
 Loss covered                  -        (50)             50          -                 -          - 
                       ---------  ----------  -------------  ---------  ----------------  --------- 
 
 Total other changes           -        (50)             50          -                 -          - 
                       ---------  ----------  -------------  ---------  ----------------  --------- 
 
 Balance at 
  December 31, 2011       76,321      18,864      (115,264)   (20,079)                52   (20,027) 
                       =========  ==========  =============  =========  ================  ========= 
 
 Loss for the period           -           -        (2,421)    (2,421)                 1    (2,420) 
 
 Total comprehensive 
  income                       -           -        (2,421)    (2,421)                 1    (2,420) 
                       ---------  ----------  -------------  ---------  ----------------  --------- 
 
 Buy back of own 
  shares                    (48)           -          (312)      (360)                 -      (360) 
                       ---------  ----------  -------------  ---------  ----------------  --------- 
 
 Total transactions 
  with shareholders 
  in equity                 (48)           -          (312)      (360)                 -      (360) 
 
 Balance at 
  March 31, 2012          76,273      18,864      (117,997)   (22,860)                53   (22,807) 
                       =========  ==========  =============  =========  ================  ========= 
 

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

 
 
 Svetoslav Yordanov   Daniela Taskova-Stoykova 
 Executive Director   Chief Accountant 
 

May 30, 2012

CONSOLIDATED STATEMENT OF CASH FLOWS

For the period ended March 31, 2012

 
                                                      March 31,       March 31, 
                                                           2012            2011 
                                                        BGN'000         BGN'000 
 
 Cash flows from operating activities 
 
     Net profit (loss) before taxes                     (2,343)          24,853 
 
 Adjustments for: 
 
     Depreciation/amortisation of property, 
      plant and equipment and intangible assets           3,473           3,955 
     Interest expense, bank fees and commissions, 
      net                                                 6,557           7,118 
     Shortages and normal loss, net of excess 
      assets                                                630             574 
     Provisions for unused paid leave and 
      retirement benefits                                   235             272 
     Impairment of assets                                     -             (1) 
     Gain on liquidation of assets                         (57)            (21) 
     Gain on sale of property, plant and equipment 
      and materials                                       (179)           (139) 
     Gain on redeemed bonds                                   -        (17,365) 
     Unrealised foreign exchange differences            (5,602)         (1,797) 
 
                                                          2,714          17,449 
 
     Increase in trade payables                          32,415           3,066 
     Decrease (increase) in inventories                 (1,978)          29,367 
     Increase in trade receivables                      (6,214)        (33,728) 
                                                     ----------      ---------- 
 
 Cash flows provided by operating activities             26,937          16,154 
 
     Interest and bank fees and commissions 
      paid                                             (11,895)         (3,067) 
     Income taxes paid                                    (272)         (1,402) 
                                                     ----------      ---------- 
 
 Net cash provided by operating activities               14,770          11,685 
 
 

CONSOLIDATED STATEMENT OF CASH FLOWS

For the period ended March 31, 2012 (continued)

 
                                                   March 31,       March 31, 
                                                        2012            2011 
                                                     BGN'000         BGN'000 
 
 Cash flows from investing activities 
 
     Payments for acquisition of property, 
      plant and equipment and intangible assets      (1,223)         (1,201) 
     Proceeds from sale of property, plant 
      and equipment                                       37             283 
     Interest received on loans and deposits 
      granted                                          1,592             764 
     Payments for loans and deposits granted, 
      net                                            (3,374)         (6,679) 
 
 Net cash used in investing activities               (2,968)         (6,833) 
 
 Cash flows from financing activities 
 
     Proceeds from bank and trade loans               12,713           4,338 
     Payments for bank and trade loans and 
      bond issue                                    (25,103)        (12,124) 
     Payments on leaseback agreements                  (199)           (290) 
     Payments for redemption of own shares             (360) 
     Dividends paid                                        -             (1) 
     Lease payments                                    (363)           (392) 
 
 Net cash used in financing activities              (13,312)         (8,469) 
 
 Net decrease in cash and cash equivalents 
  for the period                                     (1,510)         (3,617) 
 
 Cash and cash equivalents at the beginning 
  of the period                                        9,075          11,172 
 
 Cash and cash equivalents at the end 
  of the period (see also note 21)                     7,565           7,555 
                                                  ==========      ========== 
 
 

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

 
 
 Svetoslav Yordanov   Daniela Taskova-Stoykova 
 Executive Director   Chief Accountant 
 

May 30, 2012

Notes

to the consolidated financial statements

as of March 31, 2012

   1.         Legal status and main activity 

Petrol AD (the Company) was registered in Sofia, Bulgaria. The address of registration of the Company is 43 Cherni Vrah Blvd., Sofia. As at the end of the reporting period the majority shareholder of the Company is Petrol Holding AD (Controlling Company) with 55.48% ownership of the share capital (see also note 25).

Since July 1, 1998 Petrol AD has been registered as a public company in the public register of the Commission for Financial Supervision.

The main activity of the Company and its subsidiaries (the Group) is retail trade with petroleum products and non-petroleum goods, transport and other services. The Parent company is one of the biggest trade companies in the Republic of Bulgaria which owns the largest network of fuel stations in the country.

These consolidated financial statements were approved for issue by the Management board on May 30, 2012.

   2.         Basis of preparation of the financial statements and accounting principles 
   2.1.      General 
   2.1.1.   Compliance 

These consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards (IFRS), as adopted by the European Union.

These consolidated financial statements have been prepared on a historical cost basis, except for the provisions and the defined benefit liability recognised at present value of expected future payments.

   2.1.2.   Going concern assumption 

These financial statements have been prepared under the going concern assumption. This suggests that the Group will be able to repay regularly its bond liabilities, commercial loans and interest due in accordance with the contractual agreements.

   2.2.      Application of new and revised IFRS 
   2.2.1.   Standards and interpretations effective and applied during the current reporting period 

Some new standards, amendments and interpretations have been effective for reporting periods beginning on or after January 1, 2012, and have been applied in the preparation of these financial statements. The adoption of these amendments to existing standards has not led to changes in the accounting policy of the Group.

2.2.2. Standards and interpretations, issued by the International Accounting Standards Board (IASB) not yet applied

The following IFRSs, amendments to IFRSs and interpretations are endorsed for adoption by the European Commission (EC) as at the date of approval of these financial statements, but are not yet effective:

-- Amendments to IAS 12 Income taxes - Recovery of Underlying Assets, issued in December 2010 (effective for annual periods beginning on or after January 1, 2012). The Group has chosen not to apply this standard before its effective date. The Management expects that the application of the standard in the period of initial application would not have material effect on the financial statements of the Group.

Standards and interpretations issued by IASB and not yet endorsed by the European Commission

The following new and revised standards, interpretations and amendments to existing standards were not endorsed by the EC as of the reporting date and have not been taken into consideration by the Group in the preparation of these financial statements. Their effective dates will depend on the endorsement decision of the EC.

-- IFRS 9 Financial Instruments (issued in November, 2009) and Additions to IFRS 9 issued in October, 2010 (effective for annual periods beginning on or after January 1, 2015;

-- IFRS 10 Consolidated Financial Statements, IFRS 11 Joint Agreements, IFRS 12 Disclosure of Interest in Other Enterprises and IFRS 13 Fair Value Measurement, issued in May 2011 (effective for annual periods beginning on or after, January 1, 2013);

-- IAS 27 Separate Financial Statements (2011) amending IAS 27 (2008) and IAS 28 Investments in associates and joint ventures (2011) amending IAS 28(2008), issued in May 2011 (effective for annual periods beginning on or after January 1, 2013);

-- Amendments to IFRS 1 First-time adoption of IFRS - severe hyperinflation and removal of fixed dates for first-time adopters, issued in December 2010 (effective for annual periods beginning on or after July 1, 2012);

-- Amendments to IAS 1 Presentation of Financial Statements - Presentation of items in Other Comprehensive Income, issued in June 2011 (effective for annual periods beginning on or after July 1, 2012);

-- Amendments to IAS 19 Employee benefits - Improvements in accounting for employee benefits, issued in June 2011 (effective for annual periods beginning on or after January 1, 2013);

-- IFRIC 20 Stripping Costs in the Production Phase of a Surface Mine, issued in December 2011 (effective for annual periods beginning on or after January 1, 2013);

-- Amendments to IAS 32 Financial Instruments: Presentation - compensation of financial assets and liabilities, issued in December, 2011 (effective for annual periods beginning on or after, January 1, 2014);

-- Amendments to IFRS 7 Financial Instruments: Disclosure - offsetting financial assets and liabilities, issued in December, 2011 (effective for annual periods beginning on or after January 1, 2013);

-- Amendments to IFRS 1 First-time adoption of IFRS - Government Loans, issued in March, 2012(effective for annual periods beginning on or after January 1, 2013);

   2.3.      Functional and presentation currency of the separate financial statements 

Functional currency is the currency of the primary economic environment, in which the Group operates and primarily generates and disburses cash. It reflects the main transactions, events and conditions considered significant for the Group.

The Group's companies keep its records and prepare its financial statements in the national currency of the Republic of Bulgaria - Bulgarian Lev (BGN), which is adopted by the Group as a functional currency.

These consolidated financial statements are presented in thousands of BGN.

   2.4.      Foreign currency 

Transactions in foreign currency are initially recorded at amounts denominated in BGN at the official exchange rate of the Bulgarian National Bank as of the date of the transaction. Foreign exchange rate differences arising from settlement of foreign exchange positions or from reporting these positions at rates different from those of the initial recording, are reported in profit and loss for the respective period.

Since January 1, 1999 the Bulgarian Lev has been fixed against the Euro at rate 1.95583 BGN for 1 Euro.

The monetary positions denominated in foreign currency as at March 31, 2012, December 31, 2011 and March 31, 2011 are stated in the present consolidated financial statements at the closing exchange rate of the Bulgarian National Bank. The closing exchange rates of the BGN against USD as at the end of current and prior reporting periods are as follows:

 
 March 31, 2012:       1 USD = 1.46438 BGN. 
 December 31, 2011:    1 USD = 1.51158 BGN. 
 March 31, 2011:       1 USD = 1.37667 BGN. 
 
   2.5.      Accounting assumptions and estimates 

The application of IFRS requires that the Management makes certain reasonable assumptions and accounting estimates in the preparation of these consolidated financial statements, in order to determine the value of some assets, liabilities, revenue and expenses. These estimates and assumptions are based on the best estimate of the Management, taking into consideration the historical experience and analysis of all factors impacting the circumstances as of the date of preparation of the consolidated financial statements. The actual results could differ from the 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 29).

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 March 31, 2012 and December 31, 2011 and intragroup transactions as of March 31, 2012 and 2011, as well as all intragroup profits and losses, including unrealised profits and losses as of March 31, 2012 and 2011 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.

   2.7.      Non-controlling interest 

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.

Acquisitions of non-controlling interests are accounted for as transactions with owners in their capacity as owners and therefore no goodwill is recognised as a result. Adjustments to non-controlling interests arising from transactions that do not involve the loss of control are based on a proportionate amount of the net assets of the subsidiary.

   2.8.      Loss of control 

n the loss of control, the Group derecognises the assets and liabilities of the subsidiary, any non-controlling interests and the other components of equity related to the subsidiary. Any surplus or deficit arising on the loss of control is recognised in profit or loss. If the Group retains any interest in the previous subsidiary, then such interest is measured at fair value at the date that control is lost. Subsequently it is accounted for as an equity-accounted investee or as an available-for-sale financial asset depending on the level of influence retained.

   2.9.      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.

   2.9.      Associates (continued) 

When the Group's share of losses exceeds its interest in an equity-accounted investee, the carrying amount of that interest, including any long-term interests that form part thereof, is reduced to zero, and the recognition of further losses is discontinued except to the extent that the Group has an obligation or has made payments on behalf of the investee.

   2.10.    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).

   2.11.    Prior period errors 

Prior period errors are omissions from and misstatements in a Group's financial statements for prior periods arising from a failure to use or misuse of reliable information. This is information, which was available when the financial statements for those periods were authorised for issue and could reasonably be expected to have been obtained and taken into account in the preparation and presentation of these financial statements. Prior period errors may occur at recognition, measurement, presentation or disclosure of items in the financial statements. They are corrected by retrospective restatement of comparative data or the opening balances of assets, liabilities and equity (in case of errors arisen in prior periods, which have not been presented in the financial statements). Corrections are recognised in the first set of financial statements authorised for issue after their discovery including a statements of financial position at the beginning of the earliest comparative period.

   2.12.    Changes in accounting policies 

The Group changes its accountind policies only if the change is required by an IFRS or results in the financial statements providing reliable and more relevant information about the effects of transactions, other events or conditions on the Group's financial position, financial performance or cash flows.

Change in accounting policies arising from initial application of an IFRS or an interpretation, is applied in compliance with the transitional requirements in that IFRS or an interpretation.

When specific transitional provisions applying to that change are not available or changes in accounting policy are voluntarily, such changes are applied retrospectively by adjusting the opening balance of each affected component of equity for the earliest prior period presented and the other comparative amounts disclosed for each prior period presented as if the new accounting policy had always been applied. When applying an accounting policy retrospectively, in its consolidated financial statements, the Group presents an additional statement of financial position at the beginning of the earliest comparative period.

   2.13.    Reclassifications 

Reclassifications are changes in the presentation of certain items in the financial statements, in order to improve the true and fair presentation of information. These reclassifications are made retrospectively with restatement in the opening balances of each affected item in the financial statements. Additional statement of financial position as of the earliest comparative period is prepared and presented.

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 measured initially at acquisition cost comprising purchase price, import duties and non-refundable taxes, as well as any costs which are directly attributable to bringing the asset to the location and condition necessary for operating in the manner intended by Management. Assets acquired through a business combination are measured at fair value. After initial recognition property, plant and equipment and intangible assets are carried at cost less depreciation and amortisation and any impairment losses (see also note 3.3).

When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate assets.

Subsequent costs including replacement of asset's components are capitalised in the cost of the asset, only if they meet the criteria for recognition of property, plant and equipment. The carrying amount of the replaced items is derecognised in accordance with the requirements of IAS 16 Property, Plant and Equipment. All other subsequent costs are expensed in the period when incurred.

Gains or losses on disposal of property, plant and equipment (determined as a difference between the proceeds from disposal with the carrying amount of the asset) are recognised net within other income/ expenses in profit or loss for the period. When the use of a property changes from owner-occupied to investment property, it is reclassified as investment property.

Depreciation and amortisation are recognised over the estimated useful lives applying the straight-line method. Depreciation and amortisation are recognised in profit or loss of the current period.

As at the end of each reporting period, the Group's Management reviews useful lives and the depreciation/amortisation method of property, plant and equipment and intangible assets. In case the Management identifies differences between expectations and previous accounting estimates, changes are made in accordance with the requirements of IAS 8 Accounting policies, Changes in Accounting estimates and Errors.

The estimated useful lives for the current and comparative periods are as follows:

 
 Useful life                                  2012           2011 
 
 Administrative and trade buildings       25 years       25 years 
 Machinery, 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/amortisation commences from the beginning of the month following the month when the asset is available for use, and ceases at the earlier of the date when 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.

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

Land, assets under construction and fully depreciated assets are not depreciated/ amortised.

   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 properties are carried at cost less depreciation and amortisation and any impairment losses (see also note 3.3).

Depreciation and amortisation of investment properties are recognised in profit or loss of the current period over the estimated useful lives applying the straight-line method.

The estimated useful lives for the current and comparative periods are as follows:

 
 Useful life                                   2012            2011 
 
 Administrative and trade buildings        25 years        25 years 
 Machinery, plant and equipment       2, 3 25 years   2, 3 25 years 
 Office equipment                           7 years         7 years 
 

As at the end of each reporting period, the Group's Management reviews useful lives and the depreciation/amortisation method of investment property. In case the Management identifies differences between expectations and previous accounting estimates, changes are made in accordance with the requirements of IAS 8 Accounting policies, Changes in Accounting estimates and Errors.

Gains or losses on disposal of investment property (determined as a difference between the proceeds from disposal with the carrying amount of the property) are recognised net within other income/ expenses in profit or loss for the period.

   3.3.      Impairment of property, plant and equipment, intangible assets and goodwill 

As of the end of the reporting period, the Group's management estimates if there are any indications of impairment of property, plant and equipment, intangible assets and goodwill. If any such indication exists, then the asset's recoverable amount is estimated. If 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 an asset's fair value less costs to sell and its value in use. If the recoverable amount of a certain asset (or a cash-generating unit) is lower than its carrying amount, the carrying amount of the asset (or a cash-generating unit) is reduced to its recoverable amount. Impairment loss is immediately recognised as expense in the profit or loss.

If the impairment loss subsequently reverses, the carrying amount of the assets (or the cash-generating unit) is increased to the revised recoverable amount. This increase cannot exceed the carrying amount which would have been determined had no impairment loss been recognized for the asset (cash generating unit) in prior years. A reversal of an impairment loss is recognised immediately as income in the 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 the lower of cost and net realisable value. Cost comprises purchase price, transportation costs, customs duties, excise duties and other similar costs. Net realisable value represents the estimated selling price less estimated selling expenses.

Upon consumption, the cost of inventories is calculated using the following methods:

 
 Retail of fuels             weighted average cost 
 Wholesale of fuels          first in, first out 
 Materials and other goods   weighted average cost 
 
   3.5.      Financial instruments 

A financial instrument is any contract which gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

Financial assets and liabilities are recognised in the statement of financial position when, and only when, the Group becomes a party to the contractual agreements of the instrument. Financial assets are derecognised from the statement of financial position when, and only when, the contractual rights to the cash flows from the asset expire or the asset is transferred and the transfer meets the derecognition criteria under IAS 39 Financial instruments: Recognition and Measurement. Financial liabilities are derecognised from the statement of financial position only when they are extinguished, i.e. the liability as per contractual agreement has been discharged, cancelled or expires.

Upon initial recognition financial assets (liabilities) are measured at fair value and all transaction costs directly attributable to the acquisition or issue of the financial assets (liabilities) except for financial assets (liabilities) at fair value through profit or loss.

Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group has a legal right to offset the amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.

For the purpose of subsequent measurement in accordance with the requirements of IAS 39: Financial Instruments: Recognition and Measurement, the Group classifies its financial assets and liabilities in the following categories: loans granted and receivables, financial liabilities at amortised cost. The Group does not apply this classification of financial assets and liabilities in their presentation in the statement of financial position. Information about the respective categories of financial instruments is included in note 34.

   3.5.1.   Loans granted and receivables 

Loans granted and receivables are non-derivative financial assets with fixed or determinable terms of settlement, which are not quoted at an active market. In the statement of financial position of the Group assets of this category are presented as receivables on interest-bearing loans, trade and other receivables and cash.

Interest-bearing loans, trade and other receivables

Subsequent to initial recognition, trade receivables and receivables on interest-bearing loans are measured at amortised cost using the effective interest rate method less any impairment loss. Current receivables are not amortised. Impairment loss is recognised, if any objective evidence exists that the asset is impaired, for instance significant financial difficulties of the debtor, probability that the debtor is entered into liquidation, etc. (see also note 3.5.2).

   3.5.1.   Loans granted and receivables (continued) 

Cash

For the purpose of the statement of the statement of cash flows, cash comprises cash in hand and cash at banks. Cash in transit comprises cash collected from petrol stations as at the end of the reporting period but actually received in the bank accounts of the Group in the beginning of the next reporting period.

   3.5.2.   Impairment of financial assets 

As at the end of the reporting period the Management of the Group reviews whether there are any objective indications of impairment of all financial assets. A financial asset is considered impaired, only when there is objective evidence that as a result of one or more events occurred after its initial recognition expected cash flows have decreased.

The Group considers evidence of impairment for financial assets measured at amortised cost (loans and receivables) at both a specific asset and collective level. All individually significant assets are assessed for specific impairment. All individually significant loans and receivables found not to be specifically impaired are then collectively assessed for any impairment that has been incurred but not yet identified. Assets that are not individually significant are collectively assessed for impairment by grouping together assets with similar risk characteristics.

In assessing collective impairment the Group uses historical trends of the probability of default (usually overdue over a year), the timing of recoveries and the amount of loss incurred, adjusted for management's judgement as to whether current economic and credit conditions are such that the actual losses are likely to be greater or less than suggested by historical trends.

When such indications are identified, an impairment loss in respect of the financial asset measured at acquisition cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the current market interest rate for similar assets.

Impairment loss for loans granted and receivables carried at amortised cost is calculated as difference between carrying amount and present value of future cash flows discounted with the initial effective interest rate. Impairment loss is recognised in profit or loss. It is recovered if the subsequent increase of the recoverable amount can be objectively related to an event after the date on which the impairment loss was recognised.

   3.5.3.      Financial liabilities carried at amortised cost 

Subsequent to initial recognition, the Group measures all financial liabilities at amortised costs, except for financial liabilities at fair value through profit or loss, financial liabilities that arise when a transfer of a financial asset does not meet the derecognition requirements, financial guarantee contracts, commitments to provide a loan at a below-market interest rate. In the statement of financial position these liabilities are presented as trade and other payables and interest-bearing loans.

Trade and other payables

Trade and other payables arise as a result of purchase of goods and services. Current liabilities are not amortised.

Interest-bearing loans

Interest-bearing loans are initially recognised at fair value determined by the cash proceeds less transaction costs. Subsequent to initial recognition, interest-bearing loans are measured at amortised cost and any difference between initial and maturity value is recognised in profit or loss over the loan period using the effective interest rate method.

   3.5.3.   Financial liabilities carried at amortised cost (continued) 

Finance costs including direct costs for obtaining the loan are recognised using the effective interest rate method.

The effective interest rate method is a method of calculating the amortised cost of a financial asset or liability and of allocation interest income or expense over the relevant period. The effective interest rate is the rate that exactly discounts the expected future cash flows or proceeds to net carrying amount of the asset and of the liability throughout the life of the financial instrument, or where appropriate throughout a shorter period. In calculation the effective interest rate the Group estimates cash flows considering all contractual terms of the financial instrument except for expected potential credit impairment losses. The calculation takes into account taxes, transaction costs, premiums and discounts paid or received between parties to the contract, which are an integral part of the effective interest rate.

Interest-bearing loans are classified as current when they are expected to be settled within a twelve-month period from the reporting period.

   3.5.4.   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. The share capital also comprises the equity of the special purpose entities 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 

Deferred income and deferred expenses in the statement of financial position comprises revenue and expenses prepaid in the current period but relating to future periods, such as guarantees, insurance, subscriptions, rent, etc.

   3.7.      Retirement benefits obligations 

The Government of the Republic of Bulgaria is responsible for providing pensions under a defined benefit pension plan. Costs related to payment of contributions under these schemes are recognised in the profit or loss in the period they are incurred.

In accordance with the Labour Code, the Group has an obligation to pay retirement benefits to its employees upon retirement, based on the length of service, age and labour category. Since these benefits qualify for defined benefits plan in accordance with IAS 19 Employee benefits, in accordance with the requirements of this standard the Group recognises the present amount of the benefits calculated by an actuary expert as a liability. All actuary gains and losses and past service costs are recognised immediately in profit or loss.

   3.8.      Income tax 

Income tax 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 consolidated financial statements.

   3.8.      Income tax (continued) 

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 in respect of all taxable temporary differences, whereas deferred tax assets for deductible temporary differences and tax loss are recognised only if there is a probability for their reversal and if the Group will be able to generate enough profit, from which they can be deducted. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit is realised.

As at each reporting date the Group reviews its unrecognised deferred tax assets. The Group recognises deferred tax assets not recognised in prior periods to the extent to which a probability has occurred the future taxable profit to allow the recovery of the deferred tax asset.

Deferred tax assets and liabilities are calculated using the tax rates that are expected in the period when the asset will be realised or the liability settled, based on the information the Group is provided for as at the date of financial statements preparation. Deferred tax is recognised in profit or loss except when it relates to a transaction or an event recognised in the same or other period outside profit or loss in other comprehensive income or directly in equity. In such cases the deferred tax is also recognised in other comprehensive income or in equity without reflecting it in profit or loss.

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.

Deferred tax assets and liabilities are presented on a net basis if there are legal reasons for netting deferred tax assets and liabilities and they are related to taxes on profit imposed by the same tax authorities.

In accordance with the tax legislation enforceable for the years ended 2012 and 2011 the tax rate applied in calculation of the tax payables of the Group is 10%. For the calculation of the deferred tax assets and liabilities as at March 31, 2012 and December 31, 2011 a tax rate of 10% has been used.

In determining the current deferred tax the Group takes into account the effect of uncertain tax positions and whether additional taxes or interests may be due. The Group believes that the accruals for tax payables are adequate for all open tax periods for a number of factors, including interpretations of tax law and prior experience. This assessment relies on estimates and assumptions and may involve a series of judgments about future events. New information may become available that causes the Group to change its judgment regarding the adequacy of existing tax liabilities; such changes to tax liabilities will impact tax expense in the period that such a determination is made.

   3.9.      Revenue and expenses recognition 
   3.9.1.   Revenue from sales of goods, services and other income 

Revenue and expenses are accounted for on an accrual basis, regardless of the date of cash receipts and payments.

Revenue is recognised at the fair value of the consideration received or receivable net of any granted discounts and including the gross economic benefits received by or due to the Group. The amounts gathered on behalf of third parties such as sales taxes (value added tax) are excluded from revenue. Revenue generated from sale of fuel is reported at 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 has not retained continual participation and effective control over the management of the goods;

-- It is probable that the economic benefits associated with the transaction will flow to the Group;

-- The amount of revenue and expenses incurred in respect of the transaction can be reliably measured.

When the result of a transaction for services rendering 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 reliably estimated, the revenue is recognised 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.

In exchange of assets, revenue/(expense) is reported as a result of the exchange transaction to the amount of the difference between the fair value of the received asset and the carrying amount of the exchanged asset.

   3.9.2.   Finance income and finance costs 

Borrowing costs, which may be directly attributable to the acquisition, construction or production of an asset before it is ready for the intended use or sale, shall be capitalised in the cost of the asset. All other finance income and costs are accrued through profit or loss for all instruments measured at amortised cost using the effective interest rate method.

Gains and losses from exchange rate differences are reported net.

   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 operating lease contracts are recognised in profit or loss under the straight-line method over the contract term.

Revenue realised from assets under operating lease contracts is recognised in profit or loss on a straight-line basis for the contract term. Initial costs directly related to agreement conclusion are capitalised in the cost of the asset and are recognised as expenses on a straight-line basis for the operating lease contract term..

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.    Segments reporting 

The information about operational segments 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.         Determination of fair values 

A number of the Group's accounting policies and disclosures require the determination of fair value, for both financial and non-financial assets and liabilities. Fair values have been determined for measurement and/or disclosure purposes based on the following methods. When applicable, further information about the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability.

   4.1.      Investment property 

The fair value of the investment properties is determined by using services of a licensed expert valuer with required professional qualification and experience in the location and category of property to be valued. The fair value is based on a market price, which is the estimated price at which a property could be exchanged on the date of valuation between knowledgeable, willing parties in normal market conditions after appropriate marketing, in which the counterparties have acted consciously.

The fair value of land is determined based on the comparative method and real estate agencies database. Buildings are valued at more than one method as the market value is defined as the weighted value of the results obtained by different methods and expert weights according to the reliability of the information used and the valuation experience. The valuation of other assets - machines, equipment, fixtures and other, comes from the information available and its reliability and faithfulness.. The new recoverable amount is taken from manufacturers or brokers, exchanges, and foreign trade organisations, adjusted by coefficients reflecting the condition of valued assets. For assets with developed secondary market, the method of market analogues is used.

   4.2.      Trade and other receivables 

Determining the fair value of trade and other receivables includes the following:

   --     analysis of analytical trail balances and reporting of internal transformations; 

-- differentiation between receivables and payables, excluding the presumption of future offsetting of receivables from different customers;

   --     valuation of receivables based on their collectability; 

-- revaluation of receivables in foreign currencies at the respective rates as at the date of the financial statements.

   4.3.      Debenture loan 

The fair value of the bond liability is determined on the basis of a quotable price as at the date of the financial statement, in case the instrument is quoted at an active market. In case it is not actively traded, the fair value is determined on the basis of alternative valuation techniques. The valuation techniques used include analysis of discounted cash flows through expected future cash flows and discount level in relation with the market, the credit rating of the issuer, etc. The fair value is determined only for disclosure purposes.

   4.4.      Trade and other payables 

Determining the fair value of trade and other payables includes the following:

   --     complete review of payables as at the date of valuation; 
   --     identification of overdue payables and determination of interests and penalties due; 

-- revaluation of payables in foreign currencies at rates as at the date of the financial statements .

   4.5.      Receivables and payables in relation with interest-bearing loans 

Fair values of received and granted trade loans are determined for the purposes of disclosure and are calculated on the basis of the present value of future cash flows of principals and interest discounted at a market interest rate as at the date of the financial statements.

   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

Segment information, presented to the Group's management for the periods ended as of March 31, 2012 and 2011 is as follows:

 
 March 31, 2012               Wholesale      Retail   All other    Total for 
                               of fuels    of fuels    segments    the Group 
                                BGN'000     BGN'000     BGN'000      BGN'000 
 
 Total segment revenue          304,760     123,099       2,178      430,037 
 Inter-group revenue             93,297       6,751       1,440      101,488 
 Revenue from external 
  customers                     211,463     116,348         738      328,549 
 
 Adjusted EBITDA                  (121)         880         457        1,216 
 
 Depreciation/amortisation          636       2,439         398        3,473 
 Impairment                           -         (5)           -          (5) 
 
 
 March 31, 2011               Wholesale      Retail   All other    Total for 
                               of fuels    of fuels    segments    the Group 
                                BGN'000     BGN'000     BGN'000      BGN'000 
 
 Total segment revenue          327,007     119,748       2,218      448,973 
 Inter-group revenue            147,100       6,171       1,407      154,678 
 Revenue from external 
  customers                     179,907     113,577         811      294,295 
 
 Adjusted EBITDA                  6,458       4,096         748       11,302 
 
 Depreciation/amortisation          667       3,049         239        3,955 
 Impairment                           -           -           1            1 
 

The policies for recognition of revenue from 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.

   5.         Segments reporting (continued) 

The Management of the Group evaluates the results from performance of the segments on the basis of the adjusted EBITDA[1]. In the calculation of the adjusted EBITDA the effect of impairment of assets 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:

 
                                       March 31,   March 31, 
                                            2012        2011 
                                         BGN'000     BGN'000 
 
 Adjusted EBITDA reporting segments          759      10,554 
 Adjusted EBITDA all other segments          457         748 
 Depreciation/amortisation               (3,473)     (3,955) 
 Impairment of assets                          5         (1) 
 Finance expense, net                       (91)      17,507 
 Share of profit of associates                 -           - 
                                      ----------  ---------- 
 
 Profit (loss) before taxes              (2,343)      24,853 
                                      ==========  ========== 
 

Revenue from external sales of segment Wholesale of fuels in the first quarter of 2012 and 2011 includes sales to the largest customer of the segment amounting to BGN 45,169 thousand and BGN 57,973 thousand, which represents respectively 21% and 32% from the total external sales of the segment.

   6.         Revenue 
 
                     March 31,   March 31, 
                          2012        2011 
                       BGN'000     BGN'000 
 
 Sale of goods         324,897     290,687 
 Sale of services        2,738       2,809 
                    ----------  ---------- 
 
                       327,635     293,496 
                    ==========  ========== 
 
   7.         Other income 
 
                                                  March 31,   March 31, 
                                                       2012        2011 
                                                    BGN'000     BGN'000 
 
 Surplus of assets                                      492         320 
 Gain from sales of property, plant and 
  equipment and materials                               179         139 
   Income from sales                                    694         278 
   Carrying amount                                    (515)       (139) 
 Gain from liquidation and sale of non-current 
  assets and materials                                   57          21 
  Income from liquidation of non-current 
   assets                                               111          21 
   Carrying amount                                     (54)           - 
 Insurance claims                                       108         126 
 Income from penalties                                   27         109 
 Other                                                   51          84 
                                                 ----------  ---------- 
 
                                                        914         799 
                                                 ==========  ========== 
 
   8.         Materials and consumables 
 
                            March 31,   March 31, 
                                 2012        2011 
                              BGN'000     BGN'000 
 
 Electricity and heating        1,050         954 
 Fuels and lubricants             841         880 
 Spare parts                      166         178 
 Office consumables               128         149 
 Water                             25          30 
 Working clothes                   22           5 
 Advertising materials             18           9 
 Other                             43          89 
                           ----------  ---------- 
 
                                2,293       2,294 
                           ==========  ========== 
 
   9.         Hired services 
 
                             March 31,   March 31, 
                                  2012        2011 
                               BGN'000     BGN'000 
 
 Fees and commissions              766       1,092 
 State and municipal fees          661         420 
 Rents                             591         799 
 Holding fee                       591         605 
 Transport                         467         422 
 Maintenance and repairs           465         413 
 Consulting and training           310         178 
 Insurances                        286         293 
 Cash collection expense           266         328 
 Advertising                       235         300 
 Communications                    194         178 
 Security                          132         109 
 Software licenses                 119         179 
 Other                             126         267 
                            ----------  ---------- 
 
                                 5,209       5,583 
                            ==========  ========== 
 
   10.       Employee benefits expenses 
 
                                               March 31,   March 31, 
                                                    2012        2011 
                                                 BGN'000     BGN'000 
 
 Wages and salaries                                5,143       5,226 
 Social security contributions and benefits        1,217       1,113 
                                              ----------  ---------- 
 
                                                   6,360       6,339 
                                              ==========  ========== 
 
   11.       Other expenses 
 
                                           March 31,   March 31, 
                                                2012        2011 
                                             BGN'000     BGN'000 
 
 Shortages and written-off assets                592         555 
 Taxes and charges                               186         311 
 Entertainment expenses and sponsorship          165         315 
 Penalties and indemnities                       134          61 
 Business trips                                   78         100 
 Scrapped assets                                  38          19 
 Impairment of assets                            (5)           1 
 Other                                            20         111 
                                          ----------  ---------- 
 
                                               1,208       1,473 
                                          ==========  ========== 
 
   12.       Finance income and costs 
 
                                                    March 31,   March 31, 
                                                         2012        2011 
                                                      BGN'000     BGN'000 
 
 Finance income 
 
 Interest income, including:                            1,924       2,429 
 Interest income on loans granted                       1,776       1,807 
  Interest income on trade and other receivables          114         166 
  Other interest income                                    34         456 
 Foreign exchange rate gains, net                       6,466       5,498 
 Gain from redeemed own bonds                               -      17,365 
 Other finance income                                       1           5 
 
                                                        8,391      25,297 
                                                   ----------  ---------- 
 
 Finance costs 
 
 Interest expenses, including:                        (7,905)     (7,004) 
  Interest expenses on debenture loans                  (967)     (4,402) 
  Interest expenses on trade and other payables       (1,839)       (869) 
  Interest expenses on bank loans                     (4,283)       (812) 
  Interest expenses on leasebacks                       (575)       (579) 
  Interest expenses on trade loans                      (212)       (308) 
  Interest expenses on obligations under 
   finance lease                                         (29)        (34) 
 Foreign exchange rate losses, net                          -           - 
 Bank fees, commissions and other costs 
  financial expenses                                    (577)       (786) 
                                                   ----------  ---------- 
 
                                                      (8,482)     (7,790) 
                                                   ----------  ---------- 
 
 Finance income (costs), net                             (91)      17,507 
                                                   ==========  ========== 
 
   13.       Taxation 

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

 
                                               March 31,   March 31, 
                                                    2012        2011 
                                                 BGN'000     BGN'000 
 
 Current tax expense                                 299         489 
 
 Change in deferred taxes, incl.:                  (222)         493 
    Temporary differences recognised during 
     the year                                         35       1,440 
    Temporary differences originated during 
     the year                                      (340)       (942) 
    Prior year adjustments                            83         (5) 
 
 Total tax expense (benefit)                          77         982 
                                              ==========  ========== 
 

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

 
                                                    March 31,   March 31, 
                                                         2012        2011 
                                                      BGN'000     BGN'000 
 
 Accounting profit (loss)                             (2,343)      24,853 
 Applicable tax rate                                      10%         10% 
 Tax expense (benefit) at the applicable 
  tax rate                                              (234)       2,485 
 
 Aggregate tax effect from permanent differences           80         234 
 Tax effect from unrecognised during the 
  current year temporary difference originated 
  during the current period                               699         107 
 Tax effect from adjustments during the 
  current year of tax liability originated 
  in prior period                                           -         (1) 
 Recognised tax assets originated in prior 
  periods                                               (269)           5 
 Tax effect from consolidation adjustments              (199)     (1,848) 
                                                   ----------  ---------- 
 
 Tax expense                                               77         982 
                                                   ==========  ========== 
 
 

Tax authorities may inspect the companies in the Group within a five-year period following the reported tax year and may impose additional taxes or penalties in accordance with the interpretation of the tax legislation. The Management of the Group is not aware of any circumstances which may give rise to a contingent additional liability in this respect.

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:

   13.       Taxation (continued) 
 
                                     March 31, 2012         December 31, 2011 
                                    Temporary       Tax     Temporary       Tax 
                                   difference    effect    difference    effect 
                                      BGN'000   BGN'000       BGN'000   BGN'000 
 
 Balance at the beginning 
  of the period 
 
 Property, plant and equipment       (25,110)   (2,510)      (27,401)   (2,740) 
 Tax loss carry forward                15,099     1,510        33,270     3,328 
 Unused paid leave and 
  other provisions                      1,318       130         1,238       125 
 Excess of interest payments                -         -        18,807     1,879 
 Investments in associates           (16,869)   (1,687)      (16,869)   (1,687) 
 Subsequent measurement 
  of assets                             2,366       237             -         - 
 Impairment of assets                  21,645     2,164        15,354     1,535 
 Other, including unpaid 
  benefits to individuals               8,234       824           550        55 
                                 ------------  --------  ------------  -------- 
 
                                        6,683       668        24,949     2,495 
                                 ============  ========  ============  ======== 
 
 Originated during the 
  period 
 
 Property, plant and equipment             73         7           379        39 
 Tax loss carry forward                 1,682       168        15,099     1,510 
 Unused paid leave and 
  other provisions                        235        24           449        42 
 Excess of interest payments                -         -             -         - 
 Subsequent measurement 
  of assets                             1,328       132         2,366       237 
 Impairment of assets                       -         -        11,819     1,181 
 Other, including unpaid 
  benefits to individuals                  95         9         8,066       807 
                                 ------------  --------  ------------  -------- 
 
                                        3,413       340        38,178     3,816 
                                 ============  ========  ============  ======== 
 
 Recognised during the 
  period 
 
 Property, plant and equipment             91         8         1,912       191 
 Unused paid leave and 
  other provisions                       (71)       (7)         (369)      (37) 
 Excess of interest payments                -                   (261)      (26) 
 Impairment of assets                    (17)       (2)       (3,735)     (373) 
 Other, including unpaid 
  benefits to individuals               (346)      (34)         (382)      (38) 
                                 ------------  --------  ------------  -------- 
 
                                        (343)      (35)       (2,835)     (283) 
                                 ============  ========  ============  ======== 
 
 Adjustments 
 
 Property, plant and equipment           (51)       (5)             -         - 
 Tax loss carry forward                     -         -      (33,270)   (3,328) 
 Excess of interest payments                -         -      (18,546)   (1,853) 
 Impairment of assets                       -         -       (1,793)     (179) 
 Other, including unpaid 
  benefits to individuals               (782)      (78)             -         - 
 
                                        (833)      (83)      (53,609)   (5,360) 
                                 ============  ========  ============  ======== 
 
 Balance at the end of 
  the period 
 
 Property, plant and equipment       (24,997)   (2,500)      (25,110)   (2,510) 
 Tax loss carry forward                16,781     1,678        15,099     1,510 
 Unused paid leave and 
  other provisions                      1,482       147         1,318       130 
 Subsequent measurement 
  of assets                             3,694       369         2,366       237 
 Investments in associates           (16,869)   (1,687)      (16,869)   (1,687) 
 Impairment of assets                  21,628     2,162        21,645     2,164 
 Other, including unpaid 
  benefits to individuals               7,201       721         8,234       824 
                                 ------------  --------  ------------  -------- 
 
                                        8,920       890         6,683       668 
                                 ============  ========  ============  ======== 
 
   14.       Property, plant and equipment and intangible assets 
 
                        Land   Buildings        Plant   Vehicles      Other           Assets   Intangible      Total 
                                                  and                assets            under       assets 
                                            equipment                          construc-tion 
                                                                                     BGN'000 
                     BGN'000     BGN'000                 BGN'000    BGN'000                       BGN'000    BGN'000 
                                              BGN'000 
 
 Cost 
 
 Balance at 
  January 1, 
  2011                44,612      57,856      152,723     18,821     14,408            6,721        5,211    300,352 
                   ---------  ----------  -----------  ---------  ---------  ---------------  -----------  --------- 
 
 Additions                 -          27          136          -         21            1,160            -      1,344 
 Transfers                 -           -          109          -          -            (109)            -          - 
 Disposals              (51)         (8)        (301)      (680)        (3)              (7)            -    (1,050) 
                   ---------  ----------  -----------  ---------  ---------  ---------------  -----------  --------- 
 
 Balance at 
  March 31, 
  2011                44,561      57,875      152,667     18,141     14,426            7,765        5,211    300,646 
                   ---------  ----------  -----------  ---------  ---------  ---------------  -----------  --------- 
 
 Additions                93          29        1,129        442        112            7,491          394      9,690 
 Transfers           (1,801)       (508)        9,400         39        238         (12,746)           60    (5,318) 
 Disposals             (221)       (340)      (5,586)    (3,031)      (523)            (381)        (158)   (10,240) 
                   ---------  ----------  -----------  ---------  ---------  ---------------  -----------  --------- 
 
 Balance at 
  December 31, 
  2011                42,632      57,056      157,610     15,591     14,253            2,129        5,507    294,778 
                   ---------  ----------  -----------  ---------  ---------  ---------------  -----------  --------- 
 
 Additions                 -           -          384          -         60              980            9      1,433 
 Transfers                 -           -          250       (22)          9            (341)           82       (22) 
 Disposals               (9)        (20)         (79)       (80)       (16)                -            -      (204) 
                   ---------  ----------  -----------  ---------  ---------  ---------------  -----------  --------- 
 
 Balance at 
  March 31, 
  2012                42,623      57,036      158,165     15,489     14,306            2,768        5,598    295,985 
                   ---------  ----------  -----------  ---------  ---------  ---------------  -----------  --------- 
 
 Accumulated 
  depreciation/ 
  Amortisation 
 
 Balance at 
  January 1, 
  2011                     -      21,714       80,300     14,403      9,975                -        1,909    128,301 
 
 Charged for 
  the period               -         478        2,394        423        292                -          266      3,853 
 Disposals                 -         (5)        (268)      (630)        (3)                -            -      (906) 
                   ---------  ----------  -----------  ---------  ---------  ---------------  -----------  --------- 
 
 Balance at 
  March 31, 
  2011                     -      22,187       82,426     14,196     10,264                -        2,175    131,248 
                   ---------  ----------  -----------  ---------  ---------  ---------------  -----------  --------- 
 
 Charged for 
  the period               -       1,350        6,089      1,258        799                -          803     10,299 
 Transfers                 -       (179)      (1,751)          -       (20)                -            -    (1,950) 
 Disposals                 -       (245)      (3,946)    (2,891)      (470)                -        (157)    (7,709) 
                   ---------  ----------  -----------  ---------  ---------  ---------------  -----------  --------- 
 
 Balance at 
  December 31, 
  2011                     -      23,113       82,818     12,563     10,573                -        2,821    131,888 
                   ---------  ----------  -----------  ---------  ---------  ---------------  -----------  --------- 
 
 Charged for 
  the period               -         458        1,799        387        254                -          282      3,180 
 Transfers                 -          16           72       (42)          -                -            -         46 
 Disposals                 -        (13)         (25)       (68)       (12)                -            -      (118) 
                   ---------  ----------  -----------  ---------  ---------  ---------------  -----------  --------- 
 
 Balance at 
  March 31, 
  2012                     -      23,574       84,664     12,840     10,815                -        3,103    134,996 
                   ---------  ----------  -----------  ---------  ---------  ---------------  -----------  --------- 
 
 Carrying amount 
  at January 
  1, 2011             44,612      36,142       72,423      4,418      4,433            6,721        3,302    172,051 
                   =========  ==========  ===========  =========  =========  ===============  ===========  ========= 
 
 Carrying amount 
  at March 31, 
  2011                44,561      35,688       70,241      3,945      4,162            7,765        3,036    169,398 
                   =========  ==========  ===========  =========  =========  ===============  ===========  ========= 
 
 Carrying amount 
  at December 
  31, 2011            42,632      33,943       74,792      3,028      3,680            2,129        2,686    162,890 
 
 Carrying amount 
  at March 31, 
  2012                42,623      33,462       73,501      2,649      3,491            2,768        2,495    160,989 
                   =========  ==========  ===========  =========  =========  ===============  ===========  ========= 
 
   14.       Property, plant and equipment and intangible assets (continued) 

As of March 31, 2012 property, plant and equipment with carrying amount of BGN 41,827 thousand serves as collaterals under bank loans extended to the Group, the Controlling Company and other related parties (see also note 31.2).

   15.       Investment properties 
 
                                                 March    December 
                                              31, 2012    31, 2011 
                                               BGN'000    BGN '000 
 
 Cost 
 
 Balance at the beginning of the period         36,094      30,752 
 
 Acquisitions                                        -           5 
 Transfers                                          22           - 
 
 Balance as at March 31                         36,116      30,757 
                                            ----------  ---------- 
 
 Acquisitions                                        -          42 
 Transfers                                           -       5,318 
 Disposals                                           -        (23) 
                                            ----------  ---------- 
 
 Balance at the end of the period               36,116      36,094 
                                            ----------  ---------- 
 
 Accumulated Depreciation 
 
 Balance at the beginning of the period          2,627          49 
 
 Charged for the period                            293         102 
 Transfers                                        (46)           - 
                                            ----------  ---------- 
 
 Balance as at March 31                          2,874         151 
                                            ----------  ---------- 
 
 Charged for the period                              -         548 
 Transfers                                           -       1,950 
 Disposals                                           -        (22) 
                                            ---------- 
 
 Balance at the end of the period                2,874       2,627 
                                            ----------  ---------- 
 
 Carrying amount at the beginning of the 
  period                                        33,467      30,703 
                                            ==========  ========== 
 
 Carrying amount at the end of the period       33,242      33,467 
                                            ==========  ========== 
 

The management of the Group makes periodic estimation of the investment properties fair value. Part of the investment properties were last appraised as at December 31, 2010 and the other part as at December 31, 2011. As there was no significant increase or decrease of the price levels on the real estate market in 2011 and 2012, the management believes that the valuation as at December 31, 2010 still can be used as of the date of these consolidated financial statements. Estimates of the fair value are made using the methods of comparable amounts and capital expenditure method for land and buildings and net asset value and discounted net cash flows for the petrol storage facilities. For disclosure purposes, fair value of investment properties of the Group as of March 31, 2012 is around BGN 45,110 thousand.

As of March 31, 2012, investment properties with carrying amount of BGN 24,658 thousand serve as collaterals under bank loans extended to the Group (see also note 23).

   16.       Investments in other companies 

As of March 31, 2012 and December 31, 2011 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.

   17.       Goodwill 
 
                        March    December 
                     31, 2012    31, 2011 
                     BGN '000    BGN '000 
 
 Cost                  19,575      19,575 
 Impairment loss      (1,243)     (1,243) 
                   ----------  ---------- 
 
                       18,332      18,332 
                   ==========  ========== 
 

As of March 31, 2012 goodwill with carrying amount of BGN 18,332 thousand has arisen as a result of the acquisition of the subsidiary Naftex Petrol EOOD and BPI EAD.

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 March 31, 2012 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 March 31, 2012. The assumption that the net cash flows after the last forecast period will be constant is used. The used discount rate of 9.5% is calculated as subsidiary's weighted average cost of capital of the subsidiary. The result of the applied method shows that the recoverable amount of the cash flows generated by Naftex Petrol EOOD exceeds the carrying amount of the goodwill as of March 31, 2012 and therefore no impairment loss on goodwill is recognized.

   18.       Interest-bearing loans granted 
 
                                                       March       December 
                                                         31,            31, 
                                                        2012           2011 
                                                    BGN '000        BGN'000 
 
 Long-term loans granted 
 
 Interest-bearing loans to related parties            21,034         21,034 
 Initial cost                                         25,262         25,262 
 Impairment loss                                     (4,228)        (4,228) 
                                                  ---------- 
 
                                                      21,034         21,034 
                                                  ----------      --------- 
 
 Short-term loans granted 
 
 Interest-bearing loans and deposits to related 
  parties                                            105,893        102,299 
 Initial cost                                        106,916        103,322 
 Impairment loss                                     (1,023)        (1,023) 
 Interest-bearing loans to non-related parties         1,737          2,138 
                                                  ---------- 
 
                                                     107,630        104,437 
                                                  ----------      --------- 
 
                                                     128,664        125,471 
                                                  ==========      ========= 
 

Receivables on interest-bearing loans granted to related parties are disclosed in note 30.

The Group considers that the carrying amount of interest-bearing loans granted does not differ substantially from their fair value as of March 31, 2012 and December 31, 2011.

   19.       Inventories 
 
                                  March       December 
                                    31,            31, 
                                   2012           2011 
                                BGN'000        BGN'000 
 
 Non-current assets 
 
 Compulsory stock of fuel        69,081         69,081 
                              ---------      --------- 
 
                                 69,081         69,081 
                              ---------      --------- 
 
 Current assets 
 
 Goods, including:               52,297         50,705 
 Fuels                           43,078         43,510 
 Lubricants and other goods       9,219          7,195 
 Materials                        2,386          2,473 
                              --------- 
 
                                 54,683         53,178 
                              ---------      --------- 
 
                                123,764        122,259 
                              =========      ========= 
 

As of March 31, 2012 and December 31, 2011 the Group stores compulsory stock of fuel in compliance with the Mandatory Stock of Crude Oil and Oil Products Act amounting to BGN 69,081 thousand.

As of March 31, 2012 available fuels are pledged as collateral for bank loans received by the Group (see also note 23).

   20.       Trade and other receivables 
 
                                        March 31,       December 
                                                             31, 
                                             2012           2011 
                                          BGN'000        BGN'000 
 
 Receivables from customers, incl.         74,471         61,172 
     Initial cost                          80,480         67,181 
     Allowance for doubtful debts         (6,009)        (6,009) 
 Litigations and writs                      9,155          8,964 
     Initial cost                           3,754          3,563 
     Allowance for doubtful debts           (571)          (571) 
 Tax audit act                              5,972          5,972 
 Receivables from related parties           3,262          3,359 
     Initial cost                           7,095          7,197 
     Allowance for doubtful debts         (3,833)        (3,838) 
 Refundable taxes, incl.                    1,731          1,560 
 VAT                                        1,600          1,512 
 Other taxes                                  131             48 
 Advances granted                           1,105            686 
     Initial cost                           2,154          1,735 
     Allowance for doubtful debts         (1,049)        (1,049) 
 Guarantees for tender participation          960          2,217 
 Other                                        778          7,723 
     Initial cost                           1,689          8,634 
     Allowance for doubtful debts           (911)          (911) 
                                       ----------      --------- 
 
                                           91,462         85,681 
                                       ==========      ========= 
 

The Group considers that the carrying amount of trade and other receivables does not significantly differ from their fair value as of March 31, 2012 and December 31, 2011.

Receivables from related parties are disclosed in note 30.

   21.       Cash 
 
                                                    March 31,       December 
                                                                         31, 
                                                         2012           2011 
                                                      BGN'000        BGN'000 
 
 Cash at banks                                          4,704          5,826 
 Cash in transit                                        2,736          3,126 
 Cash on hand                                             125            123 
                                               --------------      --------- 
 
 Cash as per cash flow statement                        7,565          9,075 
                                               --------------      --------- 
 
 Restricted cash                                          434              - 
                                               --------------      --------- 
 
 Cash as per statement of financial position            7,999          9,075 
                                               ==============      ========= 
 

As of March 31, 2012 cash at the amount of BGN 434 thousand is presented as restricted cash which serves as guarantees for tender participation.

Cash in transit consists of cash collected from the fuel 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

As of March 31, 2012 cash at the amount of BGN 4,325 thousand (2011: BGN 5,206 thousand) serve as collateral under utilized bank loans (see also note 23).

   22.       Share capital 

The share capital of the Group is presented at its nominal value, according to the court decision for registration.

As of March 31, 2012 and December 31, 2011 the shareholders of the Parent Company are as follows:

 
 Shareholders                         March          December 
                                        31,               31, 
                                       2012              2011 
                                 % of share        % of share 
                                    capital           capital 
 
 Petrol Holding AD                   55.48%            55.48% 
 Naftex Petrol EOOD                  41.93%            41.89% 
 Ministry of Economics                0.65%             0.65% 
 Other minority shareholders          1.94%             1.98% 
 
                                    100.00%           100.00% 
                               ============      ============ 
 
   23.       Interest-bearing loans received 
 
                                           March 31,           December 
                                                                    31, 
                                                2012               2011 
                                             BGN'000            BGN'000 
 
 Non-current liabilities 
 
 Loans from financial institutions           115,484            118,663 
 Debenture loans                              40,578             47,379 
 Liabilities under leaseback agreements       37,951             38,986 
 
                                             194,013            205,028 
                                          ==========      ============= 
 
 Current liabilities 
 
 Loans from financial institutions            65,813             69,265 
 Debenture loans                                 926              6,165 
 Liabilities under leaseback agreements        2,084              1,561 
 Trade loans from related parties              9,178             11,475 
 
                                              78,001             88,466 
                                          ==========      ============= 
 
                                             272,014            293,494 
                                          ==========      ============= 
 

The liabilities to related parties are disclosed in note 30.

   23.1.    Debenture 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 bond. The bond term is 5 years and the maturity date is in October 2011. The principal is due in one payment at the maturity date. At the general meetings of the bondholders conducted in October and December 2011, it was decided to extend the term of the issue until January 26, 2017.

The issue is secured by the Group's receivables on granted loans to related parties and a corporate guarantee issued by a subsidiary. Interest is paid once a year. The annual effective interest rate after the extension is 8.7%. The purpose of issue is providing of working capital, financing in investment projects and restructuring of a previous Group's debt.

In 2011 the Group repurchased bonds with face value EUR 73,772 thousand. As at December 31, 2011 the remainder of the issued bonds is with nominal value EUR 87,038 thousand. For presentation purposes in these consolidated financial statements they are reduced by the repurchased principal at nominal value EUR 61,993 thousand, of which EUR 55,166 thousand will be cancelled legally in December 2012, as it serves as collateral of a loan of a related party.

In 2012 the Group repurchased bonds with face value EUR 3,831 thousand.

The debenture loans are presented in the consolidated financial statements at amortised cost.

   23.2.    Leaseback agreements 

In prior reporting periods, the Group has signed several contracts for sale of property in which the seller agrees to repurchase the assets under finance lease. That scheme, also known as leaseback, in fact is a mean of granting financing and the asset serves as collateral. Proceeds from leaseback agreements are presented as liabilities on received interest-bearing loans (see also note 3.10.3).

 
                             Nominal interest   Maturity      March       December 
                                                                31,            31, 
                                                               2012           2011 
                                                            BGN'000        BGN'000 
 
                                   1m Euribor 
 Hotel complex in Burgas              + 2.25% 
                                  (min 0.25%)    07.2023     21,232         21,515 
 Administrative building           1m Euribor 
  in Varna                            + 2.25% 
                                  (min 5.25%)    04.2023      5,433          5,513 
 Administrative building           1m Euribor 
  in Sofia                            + 2.25% 
                                  (min 5.25%)    04.2023      8,983          9,047 
 Fuel storage depot in 
  Svilengrad                      BIR + 1.75%    12.2020      4,387          4,472 
                                                          ---------      --------- 
 
                                                             40,035         40,547 
                                                          =========      ========= 
 

The effective interest rate on leaseback agreements is within the range of 5.57% to 5.71%.

The obligations under leaseback agreements are secured by the Controlling Company.

   23.3.    Bank loans 
 
                         Nominal interest   Maturity      March       December 
                                                            31,            31, 
                                                           2012           2011 
                                                        BGN'000        BGN'000 
 
 Investment loan                     8.5%    11.2018    119,222        120,279 
                               3m Euribor 
                              + 3.1% (min 
 Investment loan                      7%)     2.2018      3,329          3,441 
 Working capital loan                  9%     7.2014     44,078         49,528 
                               3m Euribor 
                              + 7.6% (min 
 Working capital loan                 9%)    12.2014     14,668         14,680 
 
                                                        181,297        187,928 
                                                      =========      ========= 
 

The average effective interest rate on loans from financial institutions is within the range of 4% to 10%.

Except the above mentioned collaterals, liabilities of the Group on loans received from financial institutions are secured with property, plant and equipment, inventory, cash and receivables of the Group, as well as guarantees, promissory notes and assets of related parties.

   24.       Obligations under finance lease 
 
                                   Minimum lease payments        Present value of 
                                                               minimum lease payments 
                                        March     December         March      December 
                                     31, 2012     31, 2011      31, 2012      31, 2011 
                                      BGN'000      BGN'000       BGN'000       BGN'000 
 
 Amounts payable under 
  finance leases 
 
 Within one year                          849        1,051           768           949 
 From one to two years                    783          791           731           723 
 From three to five 
  years                                   822        1,026           792           982 
 
 Less: Interest payable 
 
 Within one year                         (81)        (102)             -             - 
 From one to two years                   (52)         (68)             -             - 
 From three to five 
  years                                  (30)         (44)             -             - 
 
 Present value of finance 
  lease obligations                     2,291        2,654         2,291         2,654 
                                 ------------  -----------  ------------  ------------ 
 
 Less: Present value 
  of finance lease obligations 
  with maturity less 
  than 1 year                                                      (768)         (949) 
                                                            ------------  ------------ 
 
 Present value of finance 
  lease obligations with 
  maturity over 1 year                                             1,523         1,705 
                                                            ============  ============ 
 

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.

   25.       Retirement benefits obligations 

The Group accrues liabilities for retirement benefits at the amount of BGN 350 thousand (BGN 22 thousand as short-term portion and BGN 328 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%.

   26.       Trade and other payables 
 
                                                 March       December 
                                                   31,            31, 
                                                  2012           2011 
                                               BGN'000        BGN'000 
 
 Payables to suppliers                         210,062        204,339 
 Tax payables, incl.:                           84,300         53,907 
 VAT                                            48,756         14,330 
 Excise duties and other taxes                  35,544         39,577 
 Advances received                              12,602         15,538 
 Payables to personnel and social security 
  funds                                          3,079          3,145 
 Related party payables                          1,248          1,805 
 Deferred income                                   126            295 
 Other                                           1,996          2,289 
                                             ---------      --------- 
 
                                               313,413        281,318 
                                             =========      ========= 
 

Related party payables are disclosed in note 30.

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:

 
                                                    March       December 
                                                      31,            31, 
                                                     2012           2011 
                                                  BGN'000        BGN'000 
 
 Balance at the beginning of the period               688            747 
 Accrued during the period                            235            309 
 Utilised during the period                          (71)          (368) 
 
 Balance at the end of the period, including:         852            688 
                                                =========      ========= 
 Paid leave                                           725            588 
 Social security contributions                        127            100 
 

The balance at the end of the period is presented in the consolidated 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.

   27.       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.

 
                                                March 31,        December 
                                                                 31, 2011 
                                                     2012         BGN'000 
                                                  BGN'000 
 
 Income tax payable (recoverable) as of 
  January 1                                            54           3,562 
 Accrued corporate income tax                         299           1,834 
 Corporate income tax paid                          (272)         (5,260) 
 Income tax receivable used for settlement 
  of other tax payables                                 -            (82) 
 
 Income tax payable at the end of the period           81              54 
                                               ==========      ========== 
 
   28.       Subsidiaries 

The subsidiaries, included in the consolidation, over which the Group has control as of March 31, 2012 and December 31, 2011 are as follows:

 
 Subsidiary              Main activity                   Investment   Investment 
                                                              as of        as of 
                                                              March     December 
                                                           31, 2012     31, 2011 
 
 Naftex Petrol EOOD      Wholesale with fuels                  100%         100% 
 Petrol Trans Express 
  EOOD                   Transport services                    100%         100% 
                         Service and maintenance 
 Petrol Technika EOOD     of fuel stations                     100%         100% 
 Petrol Gas EOOD         Wholesale with fuels                  100%         100% 
 Petrol Properties       Real estate and moveable 
  EOOD                    property trade                       100%         100% 
                         Management, rent and 
 Elite Petrol AD          sale of properties                 99.99%       99.99% 
                         Management, rent and 
                          sale of properties and 
 Eurocapital-Bulgaria     construction works through 
  EAD                     sub-contractors                      100%         100% 
 BPI EAD                 Rent of property                      100%         100% 
                         Security services - personal 
 Naftex Security EAD      and properties                       100%         100% 
                         Legal advises, management 
 Jurex Consult AD         and consulting services            79.95%       79.95% 
                         Trade with oil and oil 
 Varna Storage EOOD       products                             100%         100% 
 Naftex Petrol Trade     Trade with oil and oil 
  EOOD                    products                             100%         100% 
 

In January 2011, the Management Board took a decision to tender purchase of the shares of the minority equity owner of Petrol Gas EOOD for BGN 1. The offer was accepted by the counter-part, the transaction was fulfilled and as a result, the legal form of the subsidiary was changed to sole limited liability company.

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.

In December 2011 the Management Board of the Parent Company passed a resolution to increase the capital of its subsidiary Varna Storage EOOD by BGN 18,732 thousand through in-kind contribution of property, plant and equipment with carrying amount of BGN 3,055 thousand, located in Varna fuel storage depot. As at the date of these financial statements, the increase in the capital is in process of registration.

The fair value of the investments in subsidiaries is not disclosed due to lack of a quoted price at an active market.

   29.       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 March 31, 2012 and December 31, 2011 are as follows:

 
 Name of SPE         Main activity 
 
 Petrol Trade EOOD   Import of petroleum products 
 Naftex Trade EOOD   Import of petroleum products 
 
   30.       Disclosure of related parties and transactions 

The related parties which the Parent Company controls and has significant influence on are disclosed in notes 28 and 29.

The Parent Company is controlled by Petrol Holding AD.

The following transactions with related parties have been performed during the reporting period:

 
 Related party 
 
 Petrol Holding AD              Controlling Company and Parent Company 
 New Co Zagora EOOD             Company under common control 
 Interhotel Bulgaria Burgas     Company under common control 
  EOOD 
 BC Izvor AD                    Company under common control 
 Ross Oil EOOD                  Company under common control 
 Air Lazur - General Aviation 
  EOOD                          Company under common control 
 Transcard D                    Company under common control 
 Morsko Kazino D                Company under common control 
 Transat AD                     Company under common control 
 Varna Business Services 
  EOOD                          Company under common control 
 rans Operator D                Company under common control 
 Transcard Financial Services 
  EAD                           Company under common control 
 ma Sport E D                   Company under common control 
 Balneohotel Pomorie AD         Company under common control 
 PSFC Chernomoretz D            Company under common control 
 Black Sand Resort AD           Company under common control 
 SOCCRAT EAD                    Company under common control 
 Federal Bulgaria Management 
  AD                            Company under common control 
 Petrol Card Service EOOD       Company under common control 
 Vratzata OOD                   Company under common control 
 Transcard Payment Services     Company under common control 
  EAD 
 
   30.       Disclosure of related parties and transactions(continued) 
 
 Related party 
 
 Bulgarian Rose Gardens EOOD   Company under common control 
 Francis Residence EOOD        Company under common control 
 rans Telecom AD               Associate of Petrol Holding AD 
 ma News D                     Associate of Petrol Holding D 
 Rex Lotto D                   Associate of Petrol Holding D 
 Petrol Engineering AD         Associate of Petrol Holding D 
 

The transactions performed relate primarily to:

   --   purchase and sale of liquid fuels; 
   --   granting and receiving loans; 
   --   purchase and sale of property, plant and equipment; 
   --   holding fees and services. 

The volume of the transactions performed with related parties for first three months of 2012 and 2011 is as follows:

 
 Related parties             March         March           March          March 
                               31,           31,             31,            31, 
                              2012          2011            2012           2011 
                           BGN'000       BGN'000         BGN'000        BGN'000 
                             Sales         Sales       Purchases       Purchase 
 
 Controlling Company            95            92             643            672 
 Companies under common 
  control                      530           592             453            589 
 Associates of Petrol 
  Holding AD                     -            67               -              1 
 
                               625           751           1,096          1,262 
                          ========      ========      ==========      ========= 
 
 
 Related parties             March         March         March         March 
                               31,           31,           31,           31, 
                              2012          2011          2012          2011 
                           BGN'000       BGN'000       BGN'000       BGN'000 
                           Finance       Finance       Finance       Finance 
                            income        income          cost          cost 
 
 Controlling Company         1,742        19,114            15            18 
 Companies under common 
  control                        3           113             -             5 
 Associates of Petrol 
  Holding AD                     -             2             -             - 
 Key management                  -             -           197           290 
 
                             1,745        19,229           212           313 
                          ========      ========      ========      ======== 
 
   30.       Disclosure of related parties and transactions(continued) 

As of March 31, 2012 and December 31, 2011 the outstanding balances with related parties are as follows:

 
 Related parties                       March          December          March        December 
                                         31,          31, 2011            31,        31, 2011 
                                        2012                             2012 
                                     BGN'000           BGN'000        BGN'000         BGN'000 
                                 Receivables       Receivables       Payables        Payables 
 
 Controlling Company, incl.          127,777           124,268          2,933           3,318 
  Long-term interest-bearing 
   loans                              21,034            21,034              -               - 
 Short-term interest-bearing 
  loans                              105,893           102,299          1,885           1,869 
 Companies under common 
  control, incl.                       1,240             1,253            199             182 
 Associates of Petrol Holding 
  AD                                      19                18              1               2 
 Key management staff, 
  incl.                                1,153             1,153          7,293           9,778 
  Short-term interest-bearing 
   loans                                   -                 -          7,293           9,606 
                                ------------      ------------      ---------      ---------- 
 
                                     130,189           126,692         10,426          13,280 
                                ============      ============      =========      ========== 
 

As of March 31, 2012 the Group has granted to its Controlling Company unsecured interest bearing loans with interest rate in the range from 3.75% to 9.50%, which are fully disbursed.

The total amount of management remuneration of the members of the Board of Directors and of the Supervisory Board, included in the employee benefits expenses amount to BGN 270 thousand (2011: BGN 286 thousand).

   31.       Contingent assets and liabilities 
   31.1.    Contingent assets 

In 2006 the Group invoiced and recognized 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 has not been recognized in the consolidated financial statements.

   31.2.    Contingent liabilities 

As a result of the import of fuels in 2011 the Group is obliged to establish and store fuels for a period of one year starting from May 1, 2012, under the Mandatory Stocks of Crude Oil and Petroleum Products Act (MSCOPPA).

As of March 31, 2012 assets with a carrying amount of BGN 13,477 thousand are mortgaged and pledged as collateral on bank loans, granted to related parties.

[1] EBITDA (earnings before interest, tax, depreciation and amortisation)

This information is provided by RNS

The company news service from the London Stock Exchange

END

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