Public Joint Stock Company Novorossiysk Commercial Sea Port and Subsidiaries

Transcription

1 Public Joint Stock Company Novorossiysk Commercial Sea Port and Subsidiaries Consolidated Financial Information For the Nine Months Ended

2 INTERIM CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE NINE MONTHS ENDED 30 SEPTEMBER (in thousands of US Dollars, except earnings per share) Notes REVENUE 3 499, ,238 COST OF SERVICES 4 (178,260) (169,623) GROSS PROFIT 321, ,615 Selling, general and administrative expenses 5 (28,086) (38,931) Loss on disposal of property, plant and equipment (178) (164) OPERATING PROFIT 292, ,520 Interest income on deposits 16,478 8,038 Finance costs (20,226) (24,204) Foreign exchange loss, net (3,223) (22,382) Other income/(expenses), net 1,861 (142) PROFIT BEFORE INCOME TAX 287, ,830 Current income tax expense (55,890) (55,333) Deferred tax benefit 1,138 2,587 PROFIT FOR THE PERIOD 232, ,084 OTHER COMPREHENSIVE LOSS Effect of translation to presentation currency (5,021) (1,396) TOTAL COMPREHENSIVE INCOME FOR THE PERIOD 227, ,688 Profit for the period attributable to: Equity shareholders of the parent company 226, ,195 Non-controlling interests 6,893 3,889 Total comprehensive income attributable to: 232, ,084 Equity shareholders of the parent company 221, ,996 Non-controlling interests 6,771 2, , ,688 Weighted average number of ordinary shares outstanding 19,259,815,400 19,259,815,400 BASIC AND DILUTED EARNINGS PER SHARE (US Dollars) December 1

3 INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 SEPTEMBER (in thousands of US Dollars) ASSETS Notes 31 December NON-CURRENT ASSETS: Property, plant and equipment 545, ,867 Goodwill 392, ,632 Mooring rights 9,195 9,692 Investments in securities and other financial assets 14,305 1,521 Investment in joint venture 16,348 1,409 Non-current VAT recoverable 4,194 1,094 Spare parts 4,768 4,532 Deferred tax assets 2,379 1,839 Other intangible assets 983 1, , ,105 CURRENT ASSETS: Inventories 7,608 8,510 Advances to suppliers 6,016 2,138 Trade and other receivables, net 41,224 32,499 VAT recoverable and other taxes receivable 15,153 24,771 Investments in securities and other financial assets 250, ,736 Cash and cash equivalents 58, , , ,729 TOTAL ASSETS 1,369,357 1,361,834 EQUITY AND LIABILITIES EQUITY: Share capital 10,471 10,471 Share premium 9,255 9,255 Foreign currency translation reserve (48,858) (43,959) Retained earnings 969, ,035 Equity attributable to shareholders of the parent company 940, ,802 Non-controlling interests 24,940 18,170 TOTAL EQUITY 965, ,972 NON-CURRENT LIABILITIES: Long-term debt 6 298, ,694 Defined benefit obligation 7,022 9,732 Deferred tax liabilities 33,228 33, , ,414 CURRENT LIABILITIES: Current portion of long-term debt 6 28, ,057 Trade and other payables 9,741 5,318 Advances received from customers 3,053 18,006 Taxes payable 9,536 4,656 Interest rate swap liability 569 3,064 Accrued expenses 13,832 15,347 65, ,448 TOTAL EQUITY AND LIABILITIES 1,369,357 1,361,834 2

4 INTERIM CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE NINE MONTHS ENDED 30 SEPTEMBER (in thousands of US Dollars) Notes Cash flows from operating activities Cash generated from operations 308, ,176 Income tax paid (42,639) (53,719) Interest paid (15,866) (18,786) Net cash generated from operating activities 250, ,671 Cash flows from investing activities Proceeds from disposal of property, plant and equipment Purchase of property, plant and equipment (45,228) (49,677) Proceeds from maturity of securities and other financial assets 549, ,275 Purchase of securities and other financial assets (638,839) (223,263) Increase of ownership in subsidiaries - (26,573) Purchase of ownership in subsidiaries (1) - Investment in joint venture (15,118) - Interest received 15,098 3,846 Purchase of other intangible assets (280) (512) Net cash used in investing activities (134,591) (149,153) Cash flows from financing activities Repayments of borrowings (134,894) (48,778) Dividends paid (77,543) (14,656) Net cash used in financing activities (212,437) (63,434) Net (decrease)/increase in cash and cash equivalents (96,877) 58,084 Cash and cash equivalents at the beginning of the period 159,075 42,868 Effect of translation into presentation currency and exchange rate changes on the balance of cash held in foreign currencies (3,563) 3,597 Cash and cash equivalents at the end of the period 58, ,549 3

5 SELECTED NOTES TO THE CONSOLIDATED FINANCIAL INFORMATION FOR THE NINE MONTHS ENDED 30 SEPTEMBER (in thousands of US Dollars, except as otherwise stated) 1. SIGNIFICANT ACCOUNTING POLICIES Accounting policies applied in the consolidated financial information are consistent with those applied in the consolidated financial statements for the year 31 December. Functional and presentation currency The functional currency of NCSP and principally all of its subsidiaries is the Russian Rouble ( RUR ). The consolidated financial information are presented in the US Dollar. Exchange rates The exchange rates used by the Group in the preparation of these consolidated financial information are as follows: 31 December Period-end rates RUR / 1 USD RUR / 1 EUR Average for the period RUR / 1 USD RUR / 1 EUR SEGMENT INFORMATION IFRS 8 requires operating segments to be identified on the basis of internal reports about components of the Group that are regularly reviewed by the chief operating decision maker in order to allocate resources to the segment and to assess its performance. Information reported to the Group s chief operating decision maker for the purpose of resource allocation and assessment of segment performance is more specifically focussed on the types of services. The principal types of services are stevedoring, fleet, ship repair and other. The Group s reportable segments under IFRS 8 are therefore as follows: stevedoring services (liquid and bulk cargo transhipping services, including bunkering) and additional port services (forwarding, storage, custom documentation, repacking, etc.); fleet services; ship repair services, and other services mainly comprising rent and resale of energy and utilities to external customers. Neither of these services individually constitutes a separate reportable segment. The Group has adopted the amendments to IFRS 8 with effect from 1 January. These amendments require an entity to report a measure of total assets and liabilities for each reportable segment if such amounts are regularly provided to the chief operating decision maker. No such information about segment assets and liabilities is provided to chief operating decision maker, therefore it is not disclosed below. 4

6 SELECTED NOTES TO THE CONSOLIDATED FINANCIAL INFORMATION FOR THE NINE MONTHS ENDED 30 SEPTEMBER (in thousands of US Dollars, except as otherwise stated) Information regarding the Group s reportable segments for the nine months is presented below. The segment information for the nine months : Stevedoring and additional Fleet Ship repair Other Total reportable segments Adjustments and eliminations Consolidated Segment revenue Third parties 455,212 34,491 1,488 8, , ,372 Inter-segments 3,706 1, ,839 14,496 (14,496) - Total revenue 458,918 36,374 1,556 17, ,868 (14,496) 499,372 Segment profit/(loss) 255,356 21,454 (744) 9, ,784 1, ,738 Other segment information Depreciation and amortisation charge 41,261 2, ,377 47,027 3,930 50,957 Capital expenditures 46, ,870 1,514 48,384 Contribution to joint venture 15, ,019-15, REVENUE Stevedoring services 391, ,100 Additional port services 63,612 66,879 Fleet services 34,491 35,622 Ship repair services 1, Other 8,181 6,192 Total 499, , COST OF SERVICES Fuel 50,277 50,636 Depreciation and amortisation 48,250 43,926 Payroll 37,920 32,863 Repairs and maintenance 11,939 8,675 Taxes directly attributable to salaries 10,093 7,942 Rent 7,826 7,354 Other 11,955 18,227 Total 178, ,623 5

7 SELECTED NOTES TO THE CONSOLIDATED FINANCIAL INFORMATION FOR THE NINE MONTHS ENDED 30 SEPTEMBER (in thousands of US Dollars, except as otherwise stated) 5. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES Personnel expenses 15,155 16,225 Taxes other than income tax 6,530 6,177 Taxes directly attributable to salaries 2,341 1,961 Other 4,060 14,568 Total 28,086 38, DEBT Interest rate Maturity date 31 December Unsecured bank loans Loan Participation Notes (USD) 7% May , ,361 Bayerische Hypo- und Vereinsbank AG (USD) LIBOR + 1.6% July - 117,912 Sberbank (USD) 10.0% August ,671 28,241 Sberbank (USD) 10.0% September ,546 Secured bank loans Sberbank (USD) 11.0% December ,332 UniCredit Bank (USD) 8.95% September ,532 Sberbank (USD) 11.0% December Total debt 327, ,751 Current portion of long-term loans (28,488) (130,057) Total non-current debt 298, ,694 The Group borrowings as of of are repayable as follows: Capital element Contractual interest liability Due within three months 7,834 11,107 Due from three months to six months 1, Due from six months to twelve months 19,143 11,121 28,488 22,737 Between 1 and 2 years 298,529 21,058 Total 327,017 43, EVENTS AFTER THE BALANCE SHEET DATE Novorossiysk Port Capital S.A. (the lender) waived the right to require prepayment the loan in the amount of USD 300,000 thousand with the rate of 7% due 2012 from NCSP (the borrower) in connection with the planned transaction to acquire 100% of the share capital of Primorsk Trade Port (LLC PTP). The meeting of bondholders held on 6 December has adopted the Extraordinary resolution waiving the right of bondholders to require NCSP to redeem their Notes and prepay the loan in case 6

8 SELECTED NOTES TO THE CONSOLIDATED FINANCIAL INFORMATION FOR THE NINE MONTHS ENDED 30 SEPTEMBER (in thousands of US Dollars, except as otherwise stated) of the breach of Consolidated Leverage Ratio (debt/ebitda) covenant and a potential occurrence of Change of Control as a result of the execution of the planned acquisition. NCSP paid USD 2,752 thousand to Novorossiysk Port Capital S.A. as a refusal fee from above-mentioned right. On 7 December, the results of the open tender to select a credit institution for granting credit resources to NCSP was reviewed. Sberbank of Russia was chosen as the winner of the tender, which offered to provide financing in the amount of USD 1,950,000 thousand for a period of 7 years, with interest payments on credit in the amount of (a) floating interest rate of LIBOR3M % per annum during the first 3 years of the loan facility and (b) fixed interest rate of 7.48% during the remaining 4 years of the loan facility. The loan facility shall be secured by pledging of the acquired company Primorsk Trade Port LLC, and by 50.1% of NCSP ordinary shares held by Novoport Holding LTD. On 16 December, Extraordinary General Meeting of NCSP shareholders has decided to approve a major transaction to acquire by NCSP (the buyer) from OMIRIСO Limited Company (OMIRICO LIMITED), the Republic of Cyprus (the seller) 100% of the share capital of Primorsk Trade Port (LLC PTP). The purchase price is USD 2,153,000 thousand. There is an interest of the Company s shareholder - NOVOPORT HOLDING LTD in the transaction. It is a condition to the transaction that Kadina Limited Company (the attaching party) sell to OMIRICO LIMITED, and that OMIRICO LIMITED purchase, 100% of the issued shares of NOVOPORT HOLDING LTD. General Meeting of NCSP shareholders approved the Loan Facility Agreement between NCSP (the borrower) and the credit institution, which was chosen by NCSP based on the results of the open tender in the amount not exceeding USD 1,950,000 thousand to purchase 100% of share capital of LLC PTP. 7