Consolidated annual financial statements for the year 2011
Transcription
Consolidated annual financial statements for the year 2011
Tankerska plovidba Group Consolidated Annual Financial Statements and Independent Auditor`s Report for 2011 CONTENTS PAGE Responsibility for financial statements 3 Independent Auditor`s Report 4 Financial Statements: Consolidated income statement and statement of comprehensive income 6 Consolidated balance sheet 8 Consolidated statement of cash flows 9 Consolidated statement of changes in equity 11 Notes forming part of the consolidated financial statements 12-45 INDEPENDENT AUDITOR`S REPORT TO THE SHAREHOLDERS OF TANKERSKA PLOVIDBA GROUP From 5th October 2011 to 27th June 2012 we have audited the consolidated financial statements of “TANKERSKA PLOVIDBA” shipping stock company, Zadar (“the Company”) and its subsidiaries (together “ the Group”) which comprise the accompanying consolidated balance sheet as at 31st December 2011, consolidated income statement and statement of comprehensive income for 2011, consolidated statement of cash flows and consolidated statement of changes in equity for the year then ended, and a presentation of significant accounting policies and notes to the consolidated financial statements. The statements are stated on page 6 up to page 45. Management`s responsibility for the Consolidated Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards applicable in the European Union. These responsibilities include: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the determined circumstances. Auditor`s responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the consolidated financial statements are without material misstatement. An audit involves performing procedures in order to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedure selected depends on the auditor`s judgement, including the assessment of the risks of material assessments. In making those risk assessments, the auditor considers internal control, relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to determine audit procedures that are appropriate in the existing circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity`s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the management, as well as evaluating the overall presentation of consolidated financial statements. We believe that the audit evidences we have obtained are sufficient and appropriate to provide a basis for our audit opinion. Tankerska plovidba Group 4 CONSOLIDATED INCOME STATEMENT AND STATEMENT OF COMPREHENSIVE INCOME (For the year ended 31 December 2011) HRK Description Note Jan-Dec 2011 Jan-Dec 2010 2 3 4 5 1 11/10 +/- % 6=4/5 Income statement 1. 1.1. 1.2. 2. 2.1. 2.2. 2.3. 2.4. 2.5. REVENUES FROM ORDINARY ACTIVITIES Sales revenue Other revenues COSTS FROM ORDINARY ACTIVITIES Operating costs and cost of goods sold Personnel costs Depreciation Value adjustment and provisions Other costs 3 4 5 6 7 8 1.005.887.504 1.131.980.586 -11,1 905.720.980 100.166.524 1.017.598.203 114.382.383 -11,0 -12,4 (1.057.091.621) (1.064.768.168) -0,7 (318.512.710) (237.656.131) (217.351.190) (0) (283.571.590) (257.983.517) (258.951.268) (237.093.844) (0) (310.739.539) 23,5 -8,2 -8,3 -8,7 (51.204.117) 67.212.418 -176,2 3. RESULT FROM ORDINARY ACTIVITIES 4. NET FINANCIAL (EXPENSES)/REVENUES 9 (40.773.227) 11.198.641 -464,1 Financial revenues Financial expenses 9 9 5.384.267 (46.157.494) 42.164.386 (30.965.745) -87,2 49,1 5. PROFIT/(LOSS) FROM INVESTMENT IN ASSOCIATES 14 1.970.850 2.265.997 -13,0 6. PROFIT/(LOSS) FROM ORDINARY ACTIVITIES BEFORE TAX (90.006.494) 80.677.056 -211,6 7. INCOME TAX (325.830) (264.767) 23,1 8. ATTRIBUTED TO MINORITY INTERESTS (158.352) (92.813) 70,6 9. PROFIT/(LOSS) FROM CONTINUING OPERATIONS (90.490.676) 80.319.476 -212,7 10. PROFIT(LOSS) FROM DISCONTINUING OPERATIONS 0 0 11. PROFIT/(LOSS) FOR THE PERIOD (90.490.676) 80.319.476 -212,7 (144,65) 129,58 -211,6 4.1. 4.2. Earnings/(losses) per share (HRK) Tankerska plovidba Group 10 11 6 CONSOLIDATED STATEMENT OF CASH FLOWS (For the year ended 31 December 2011) HRK Description Note Jan-Dec 2011 Jan-Dec 2010 1 2 3 4 5 I. 1. OPERATING ACTIVITIES Profit/loss for the period after tax Adjustments for: Income tax expense Depreciation of property, plant and equipment Depreciation of intangible assets Profit/loss of investment in associates Profit/loss on sale of property, plant and equipment and intangible assets Profit/loss on sale of securities and shares Interest expense/revenue (net) Impairment in trade receivables 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. II. 1. 2. 3. 4. 5. 6. 7. 8. 9. 11/10 +/- % 6=4/5 (90.332.324) 80.412.289 -212,3 10 7 325.830 217.280.484 264.767 237.013.645 23,1 -8,3 7 14 70.706 (1.970.850) 80.199 (2.265.997) -11,8 -13,0 (42.026.353) (61.807.899) -32,0 9 0 (4.619) 9 41.032.953 0 25.912.527 0 58,4 Operating profit before working capital changes 124.380.446 279.604.912 -55,5 Increase/decrease in inventories Increase/decrease in current receivables Increase/decrease in current liabilities Other increase/decrease of cash flow Income taxes paid Interest paid Interest received CASH FLOW FROM OPERATING ACTIVITIES (16.807.192) (37.283.315) (9.924.079) (18.236.054) 69,4 104,4 50.648.028 12.601.501 301,9 (49.723.997) (77.549.336) -35,9 (219.549) (41.298.617) 2.782.000 32.477.804 (265.373) (28.797.465) 4.520.577 161.954.683 -17,3 43,4 -38,5 -79,9 (421.493.077) (147.411.431) 185,9 (59.098) 61.989.741 (42.966) 72.496.603 37,5 -14,5 (28.193.885) 11.686 -241.362,1 48.521 (3.828.000) 4.106.086 8.400.000 (71.883.375) 12.893 (4.170.009) 3.992.162 8.400.000 5.131.770 276,3 -8,2 2,9 0,0 -1.500,8 (450.913.087) (61.579.292) 632,2 INVESTING ACTIVITIES Purchase of property, plant and equipment Purchase of intangible assets Proceeds from sale of long term assets Net expenditures/proceeds from purchase/sale of financial assets Proceeds from dividends Loans given Repayment of given loans Government grant received Other expenditures/proceeds from investing activities CASH FLOW FROM INVESTING ACTIVITIES Tankerska plovidba Group 9 Notes to the financial statements as at 31 December 2011 (forming part of the consolidated financial statements) NOTE 1: GENERAL INFORMATION TANKERSKA PLOVIDBA d.d. Zadar („the Company“) is a joint stock company incorporated and domiciled in the Republic of Croatia. The registered office is at Zadar, Božidara Petranovića 4. Company`s shares are quoted on the official market of Zagreb stock exchange. The core business of the Company is: 1. Transport of freight (cargo) over seas and coastal waters 2. Transport of passengers over seas and coastal waters 3. Service activities incidental to sea transportation: Salvage and towage of ships; Supply of ships, boat and yachts with motor fuel; Pilotage in coastal waters of Republic of Croatia; International freight (cargo) transport by road; Wholesale trade and commission trade of ships, ship`s equipment and inventory, technical equipment and spare parts for ship`s maintenance and repair; Import in own name of office equipment, stationery and accessories; Wholesale of crude, liquid and gaseous oils and related products. At 31st December 2011 the Group had 1.109 employees: 156 employees in administration, 63 seamen in full time employment and 890 seamen on contract. (31.12.2010. 1.074 employees: 154 employees in administration, 66 in full time employment and 854 seamen on contract). Up to 9th of December 2011 members of Supervisory Board were as follows: Svetko Koščica Dragan Gaćina Lenko Milin Ivan Pupovac Mladen Vučetić President Member Member Member Member From 9th of December 2011 members of Supervisory Board were as follows: Ivan Pupovac Nikola Koščica Luka Kolanović Ivica Pijaca Željko Belić Tankerska plovidba Group President Member Member Member Member 12 Up to 1st of February 2012 members of the Managing Board were as follows: Ive Mustać Ivica Čičmir-Vestić Petar Kragić Chairman of the Board Member of the Board Member of the Board From 1st of February 2012 and up to publishing of these reports members of the Managing Board were as follows: Lenko Milin Ivica Čičmir-Vestić Joško Jurin Chairman of the Board Member of the Board Member of the Board The ownership structure of the Company at 31 December 2011 was as follows: Number of shares Share of ownership % Silba Participations B.V. PBZ d.d./Custodial consolidated client account Societe Generale-Splitska banka d.d./Allianz ZB d.o.o. for AZ Mandatory pension fund Raiffeisenbank Austria d.d./ R PS Raiffeisenbank Austria d.d./ RBA Čičmir-Vestić Ivica Kragić Petar Mustać Ive Milin Lenko Gaćina Dragan Others 519.104 9.139 82,87 1,46 5.155 3.127 2.200 1.939 1.936 1.929 1.925 1.922 78.009 0,82 0,50 0,35 0,31 0,31 0,31 0,31 0,31 12,45 Total 626.385 100,00 These financial statements for the year ended 31 st December 2011 comprise of the financial statements of TANKERSKA PLOVIDBA d.d., its subsidiaries abroad (shipping companies operating internationally) that TANKERSKA PLOVIDBA d.d. operates from a single headquarter, under a unique name and management, and for which it is in obligation to keep business books and prepare financial statements for the full operations in the country and abroad according to the article 429. paragraph 3. of the Maritime Code (Official Gazette of the Republic of Croatia no.181/04., 76/07., 146/08. and 61/11.), of the other subsidiaries and of the Group`s interest in associates. At 27h June 2012 the Board approved the financial statements to be issued to the Supervisory Board. The Board and the Supervisory Board left to the General Assembly to approve the financial statements. Accounting policies given below were applied consistently for all periods presented in these consolidated financial statements. Tankerska plovidba Group 13 NOTE 2: PRINCIPAL ACCOUNTING POLICIES Basis of accounting policies applied in the financial statements are listed below: a) Statement of compliance The consolidated financial statements of the Group have been prepared in accordance with laws and regulations of Republic of Croatia and International Financial Reporting Standards adopted by the European Union. The applied accounting policies are unchanged in relation to the previous year. The Group did not adopt any new and changed IFRS and their interpretations which affect financial position, financial result or require additional disclosures in financial statements. Standards, amendments and interpretations adopted by the European Union and the Croatian Board and effective Following new or amended standards and interpretations issued which are or have become effective during the year and had no effect on amounts published in this report: • 2010 Annual Improvements to IFRS 1, IFRS 3, IFRS 7, IAS 1, IAS 27, IAS 34 and IFRIC 13 (effective for annual periods beginning on or after 1 January 2011), • 2010 Annual improvements to IFRSs – amendments of transitional requirements to IAS 21, IAS 28, IAS 31, IAS 32 and IAS 39 (effective for annual periods beginning on or after 1 January 2011), • IAS 24 (amended) Related parties (effective for annual periods beginning on or after 1 January 2011), • IFRS 1 First time adoption of IFRS amendments – limited exemption from comparative IFRS 7 disclosures for first-time adopters (effective for annual periods beginning on or after 1 January 2011), • IFRIC 14 – The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction (amendments effective for annual period beginning on or after 1 January 2011), • IFRIC 19 – Extinguishing Financial Liabilities with Equity Instruments (effective for annual periods beginning on or after 1 January 2011). Standards, amendments and interpretations to existing standards that are not yet effective At the date of authorization of these consolidated financial statements, certain new standards, amendments and interpretations to existing standards have been published but are not yet effective and were not adopted by the Group for the year ended 31 December 2011: • IFRS 9 Financial Instruments (new standard effective for annual periods beginning on or after 1 January 2015), • IFRS 10 Consolidated financial statements (new standard effective for annual periods beginning on or after 1 January 2013), • IFRS 11 Joint arrangements (new standard effective for annual periods beginning on or after 1 January 2013), Tankerska plovidba Group 14 • • • • • • • • • • • IFRS 12 Disclosure of interests in other entities (new standard effective for annual periods beginning on or after 1 January 2013), IAS 27 and IAS 28 (consequential amendments due to above mentioned new consolidation standards - effective for annual periods beginning on or after 1 January 2013), IFRS 13 – Fair value measurement (new standard effective for annual periods beginning on or after 1 January 2013), IAS 1 (revised) Presentation of Financial Statements (amendments effective for annual periods beginning on or after 1 July 2012), IAS 19 (revised) Employee benefits (amendments effective for annual periods beginning on or after 1 January 2013), IAS 32 – Financial instruments: Presentation amendments to application guidance on the offsetting of financial assets and financial liabilities (effective for annual periods beginning on or after 1 January 2014), IFRS 1 First time adoption of IFRS replacement of fixed dates for certain exceptions (effective for annual periods beginning on or after 1 July 2011), IFRS 1 First time adoption of IFRS additional exemptions for entities ceasing to suffer from severe hyperinflation (effective for annual periods beginning on or after 1 July 2011), IFRS 7 Financial instruments: Disclosures (amendments effective for annual periods beginning on or after 1 July 2011 or 1 January 2013), IFRS 7 Financial instruments: Disclosures (amendments requiring disclosures about the initial application of IFRS 9 effective for annual periods beginning on or after 1 January 2015), IAS 12(revised) Income taxes (limited scope amendment effective for annual periods beginning on or after 1 January 2012). Management anticipates that all of the above stated interpretations and standards will be adopted in the Group’s consolidated financial statements for the first period beginning after the effective date of the pronouncement and its application should not have a material impact on the Group’s consolidated financial statements. b) Basis of reporting Financial statements of the Group are prepared on the historical cost basis, except for available-for sale financial assets which are stated at fair value. Financial statements of the Group are prepared on a going concern basis. Financial statements of the Group are presented in Croatian Kuna (HRK). The preparation of consolidated financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the starting point for making the estimates about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may be differed from these estimates. The mentioned estimates and associated assumptions are the subject of regular reviewed. The influence of the estimate correction is recognised in the period in which the correction of Tankerska plovidba Group 15 estimate is done if the correction affects only that period, or in the period of correction and future periods if the correction affects both current and future periods. Consolidated financial statements include the financial statement of TANKERSKA PLOVIDBA d.d. ZADAR and of the following subsidiaries owned by Tankerska plovidba: Shipping companies engaged in international shipping 1. PULZAR MARITIME CORPORATION, MONROVIA, LIBERIA 2. PULZAR MARITIME TWO LIMITED, VALLETTA, MALTA 3. CORISLES SHIPPING CORPORATION LIMITED, MONROVIA, LIBERIA 4. DONAT MARITIME CORPORATION, MONROVIA, LIBERIA 5. DIADORA SHIPPING COMPANY LTD., MONROVIA, LIBERIA 6. RIVA SHIPPING COMPANY LIMITED, MONROVIA, LIBERIA 7. RIVA G. SHIPPING COMPANY LIMITED, MONROVIA, LIBERIA 8. RIVA N. SHIPPING COMPANY LIMITED, MONROVIA, LIBERIA 9. RIVA TANKER SHIPPING COMPANY LTD., MONROVIA, LIBERIA 10. FONTANA SHIPPING COMPANY LIMITED, MONROVIA, LIBERIA 11. PUNTA MARITIME LTD., VALLETTA, MALTA 12. PUNTA TWO MARITIME LTD., VALLETTA, MALTA 13. DALMATIA MARITIME LTD., VALLETTA, MALTA 14. AENONA MARITIME LTD., VALLETTA, MALTA 15. DONAT MARITIME LTD., VALLETTA, MALTA 16. JADERA MARITIME LTD., VALLETTA, MALTA 17. ANASTASIA MARITIME LTD., VALLETTA, MALTA 18. TEUTA SHIPPING COMPANY LTD, MONROVIA, LIBERIA 19. JADERA MARITIME LTD, MONROVIA LIBERIA 20. PUNTA MARITIME LTD, MONROVIA, LIBERIA 21. PUNTA TWO MARITIME LTD, MONROVIA, LIBERIA Other companies 22. ALAN SHIPPING COMPANY LIMITED, LONDON, GREAT BRITAIN 23. RTD D.O.O., ZADAR, CROATIA 24. REKREACIJSKO TURISTIČKI CENTAR NIN D.O.O., NIN, CROATIA 25. STAMBENO GOSPODARSTVO TANKER D.O.O., ZADAR, CROATIA 26. AENONA D.D., ZADAR, CROATIA All stated companies are 100% owned by Tankerska plovidba, except the company “Stambeno gospodarstvo Tanker” d.o.o. Zadar where Tankerska plovidba d.d. has 33,67% ownership and controlling influence and company “Aenona” d.d. Zadar where Tankerska plovidba has 55% ownership. Accounting of the companies with registered office in Liberia and Malta is conducted in US$ according to the regulations of the Republic of Croatia, and the accounting of the company with registered office in UK is conducted in GBP in accordance with the UK regulations. Items of the balance sheet and of profit and loss account are translated at middle exchange rate of Croatian National Bank on the balance sheet date, and that was at 31.12.2011 5,819940 HRK for 1 US$ and 8,986181 HRK for 1 GBP (31.12.2010 5,568252 HRK for 1 US$ and 8,608431 HRK for 1 GBP). Tankerska plovidba Group 16 c) Foreign currencies Transactions in foreign exchanges are translated in domestic currency using middle exchange rate of Croatian National Bank currency prevailing at the date of transaction. Monetary assets and liabilities in foreign currency are translated into domestic currency according to middle exchange rate of the Croatian National Bank valid at the date of balance sheet. Foreign exchange gains and losses resulting from the settlement of such transactions are recognised in the income statement within financial revenues or financial expenses. Assets and liabilities, revenues and expenses and cash flows of foreign entities are translated into domestic currency according to the middle exchange rate of Croatian National Bank valid at the end of the year, except in the case of significant currency fluctuations during the period, when the currency exchange rate on transaction date is applied. All resulting exchange differences are recognised in a separate component of equity. Exchange differences resulting from the translation of the net investment in foreign entities are included in equity under translation reserve. At the sale of foreign entity, exchange differences are recognized in the income statement. d) Intangible assets Goodwill arising on acquisition represents the excess of the cost of a business acquisition over the fair value of the Group`s share of net identifiable assets of the acquired subsidiary or associate at the date of acquisition. Goodwill arising on the acquisition of the subsidiary is treated as intangible assets. In respect of associate, goodwill is included in the carrying amount of the investment in the associate. Goodwill is stated at cost less accumulated impairment losses. Goodwill is allocated to cash generating units and tested annually to determine impairment. The allocation of goodwill is made to those cash generating units expected to benefit from the business combination in which the goodwill arose. When the Group disposes of an operation within a cash-generating unit, the goodwill associated with the operation disposed of is: • included in the carrying amount of the operation when determining the gain or loss on disposal and • measured on the basis of the relative values at the date of disposal of the operation disposed and the portion of the cash- generating unit retained. Intangible assets acquired by the Group, with a finite life of application, are stated at cost less accumulated depreciation and impairment of assets. Intangible assets consists of software whose estimated use and the expected lifetime is 5 years. Subsequent expenditure is capitalised only if it is probable that it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure is recognised in the income statement as an expense as incurred. Depreciation is recognised in the income statement on a straight-line basis over the estimated useful life of intangible assets from the date on which they are available for use. Tankerska plovidba Group 17 e) Property, plant and equipment Items of property, plant and equipment, that meet the criteria for recognition as an asset, are stated at cost. Cost includes all costs directly attributable to bring the asset to a working condition for its intended use. After the initial recognition as assets, a single item of property, plant and equipment is stated at cost less accumulated depreciation and accumulated impairment losses. Gains and losses from disposal of the property, plant and equipment are recognized within other revenues or expenses in the income statement depending on achieved results. When revaluated assets are sold, the amounts included in revaluation reserves are transferred to retained earnings. Subsequent expenditures related to the already recognized item of property, plant and equipment, are capitalised as an increase in value of property when it is probable, that because of these additional costs, will accrue additional future economic benefits and when these expenditures improve the condition of the property beyond the originally recognized. All other subsequent expenditure is recognized as an expense in the period incurred. Depreciation is carried out separately for each major asset (vessels) according to the depreciation age of 16 years for tankers and 20 years for bulk carriers less for scrap value, taking in consideration the work in three shifts according to the decision of the Supervisory Board at the Fourth meeting in 1995. Depreciation is calculated according to the expected lifetime of use and rates derived from it, depending on the group and subgroup of tangible assets, applying the straight-line method. Depreciation is calculated within the rates established by the Profit Tax Act (Official Gazette of the Republic of Croatia, 177/04., 90/05., 57/06., 146/08. and 80/10.): - Buildings - Transport vehicles - Computers and telecommunications equipment - Office equipment - Furniture 2% 20% 25% 20% 10% Depreciation starts in the month following the month in which the asset is ready for its intended use. Land is not depreciated as it is considered to have an unlimited lifetime. Assets in the course of construction represent unfinished property and are carried at cost. f) Investment in subsidiaries and associates Subsidiaries are entities in which the Company has the power, directly or indirectly, to exercise control over their operations. Control is achieved where the Company has the power to govern the financial and operating policies of an entity so as to obtain benefit from its activities. Financial statements of subsidiaries are included in consolidated financial statements from the date that the control commences until the date that control ceases. Tankerska plovidba Group 18 Associates are entities in which the Group holds between 20% and 50% of voting rights and has significant influence, but which it does not control. Significant influence is the power to participate in the financial and operating policy decisions of the investee but it is not control or joint control over those policies. Investments in associates are accounted for by the equity method of accounting. All intra-group transactions between Group entities are eliminated in full on consolidation. g) Financial assets Investments are classified in the following categories: investments held-to-maturity, investments held-for-trading and investments available-for-sale. Investments with fixed or determinable payments and with fixed maturity in which the Group has a positive intent and ability to hold to maturity, with exception of loans and receivables derived from the Group, are classified as held-to-maturity. Investments acquired principally for the purpose of generating a profit from short term fluctuations in price, are classified as investments held-for-trading. All other investments, except loans and receivables derived from the Group, are classified as available-for-sale. Investments available-for-sale are classified as current assets if the Group has the intention of holding the investment for less than 12 months from the balance sheet date. Each investment sale and purchase is recognized on settlement date. Investments are first recorded at cost, and that is fair value of compensation given for them, including transaction costs. Investments available-for-sale and investment held-for-trading, after the initial recognition are recorded at their fair value with no reduction for transaction cost, based on their market price at the balance sheet date. Gains or losses arising from fair value adjustment of investments available-for-sale, are recognized directly in the reserves which are recorded for this purpose, until the investment is sold or otherwise disposed, or till it is considered impaired. At the time of sale the cumulative gain or loss previously recognised in capital (reserves) is recognised in net profit or loss for the corresponding period. Financial assets and financial liabilities are recognized in the Group`s balance sheet when the group becomes party to the contract of financial instrument. Although, in the case of normal sale or purchase (sale or purchase of financial assets under the contract which terms require delivery of the assets within the period established by legislation or agreement on the organised market), the date of settlement is essential for initial recognition or non-recognition. Financial assets are derecognized when the money is collected or the rights to receive the money from assets expired. Financial liabilities are derecognized when the contracted liabilities are cancelled or the term for recognition expired. h) Inventories Inventories are measured at the lower of cost or net realizable value. Stocks of materials, spare parts and small inventory are stated at purchase costs. Tankerska plovidba Group 19 Cost of material and spare parts are based on first- in, first- out basis. Small inventory is written off entirely following the start of use. The purchase cost includes the costs of purchase of inventory and the costs incurred in bringing the inventories to their present location and condition. i) Receivables Receivables represent the right to collect determined amounts from customers or other debtors with regard to the Group's operations. Receivables from the customers and other receivables are stated at fair value of given compensation and are recorded at depreciation cost, after correction for impairment value. Impairment correction of bad and disputed receivables is done individually for each receivable when the payment of partial or total due amount of receivables based on management estimates is uncertain. j) Impairment of assets The carrying amounts of the Group’s assets, other than inventories and deferred tax assets, are reviewed at each reporting balance sheet date to determine whether there is any indication of impairment. If any such indications exists, the asset`s recoverable amount is estimated. Assets that are subject to deprecation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized in the profit and loss account whenever the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. Such impairment losses are shown in the income statement. For goodwill, intangible assets that have an indefinite useful life and intangible assets that are not yet available for use, the recoverable amount is estimated at each balance sheet date. Impairment losses recognised in respect to cash generating units, are allocated first to reduce the carrying amount of any goodwill allocated to the cash-generating unit (or group of units), and then proportionally to reduce the carrying amount of other assets in the units (or group of units). When a decline in the fair value of an available-for-sale financial assets has been recognized directly in equity, and there is objective evidence that the assets is impaired, the difference between the acquisition cost (net of equity repayments and amortization) and current fair value, less impairment losses previously recognized in income statement, is transferred from equity into income statement. The recoverable amount of the Group investment in held-to-maturity securities and receivables carried at depreciation cost is calculated as the present value of estimated future cash flows, discounted at the original effective interest rate (that is, the effective interest rate computed at initial recognition of these financial assets). Receivables with a short duration are not discounted. The recoverable amount of other assets is the greater of their fair value less costs to sell and value in use. In assessing value in use, the estimated cash flows are discounting to their Tankerska plovidba Group 20 present value using a pre-tax discount rate that reflects current market assessment of the time value of money and the risks specific to the asset. For an asset that does not generate independent cash inflows, the recoverable amount is determined for the cash generating unit to which the asset belongs. An impairment loss related to held-to-maturity security or receivables carried at cost or amortised cost is reversed if the subsequent increase in recoverable amount can be related objectively to an event occurring after the impairment loss was recognised. An impairment loss in respect of an investment in an equity instrument classified as availablefor-sale is not reversed directly in income statement. Reversal of the impairment loss of assets is directly approved to the equity. If the fair value of a debt instrument classified as available-for–sale increases and the increase can be related objectively to an event occurring after the impairment loss was recognised in the income statement, then the impairment loss is reversed, and the reversed amount is recognised in the income statement. An impairment loss in respect of goodwill is not reversed. In respect to other assets, an impairment loss is reversed when there is an indication that the impairment losses recognised in prior period (assessed at each balance sheet date) have decreased or may no longer exist. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to extent that the asset`s carrying amount does not exceed the carrying amount that would have been determined, net of deprecation or amortisation, if no impairment loss had been recognised. k) Cash and cash equivalents Cash and cash equivalents, for the purpose of the balance sheet and the statement of cash flows, consist of cash on hand and balances with banks, and highly liquid investments that are easily converted to known cash amounts with original maturities of three months or less, and which are subject to insignificant risk of changes in value. l) Share capital Share capital consists of ordinary shares. Direct dependent costs associated with issuance of ordinary shares are recognized as a reduction of capital. The amount paid for the purchase of share capital, including direct dependent costs, is recognized as a reduction in capital and reserves. Purchased own shares are classified as treasury shares and are a deductible item of the total capital and reserves. m) Interest bearing liabilities Interest bearing liabilities are measured initially at fair value of the proceeds received, less attributable transaction costs. In subsequent periods, they are stated at amortised cost using the effective interest method. All differences between proceeds (net of transaction costs) and Tankerska plovidba Group 21 the redemption value are recognised in the income statement over the period of the borrowings using the effective interest rate method. n) Provisions A provision is recognized when the Group has a present obligation (legal or constructive) as a result of a past event and it is probable that an outflow of resources which constitute the economic benefits will be required to settle the obligation and a reliable estimate of the amount can be made. The amounts of provisions are determined by discounting the expected future cash flows at a pre-tax discount rate that reflects current market assessments of the time value of money and, where applicable, the risk specific to the liability. o) Trade and other payables Trade and other payables are initially measured at fair value and then subsequently at amortised cost. p) Employee benefits Contributions to the mandatory pension fund are included as cost in the income statement at the period in which they are incurred. A liability for employees benefits is recognised in provisions based on the Group`s formal plan and when past practice has created a valid expectation by the Management Board or key employees that they will receive a bonus and the amount if bonus can be determined before the time of issuing the financial statements. Liabilities for bonus are expected to be settled within 12 months of the balance sheet date and are measured at the amounts expected to be paid when they are settled. Short-term employee liabilities are not discounted and are recognised as an expense when the service is provided. Provision is recognized in an amount which is expected to be paid as a current cash bonus or profit distribution plan if the Group has a present legal or constructive obligation to pay that amount as a result of performed service in the past by the employee and if the obligation can be reliably measured. q) Revenue recognition Sales, which are reported net of returns, rebates and discounts, as well as net of taxes directly connected with the sale of products and services rendered, represent amounts invoiced to third parties. Revenue is recognized at the time when services are rendered, and the company dispatches goods, or performs service as this is the point at which significant risks and rewards of ownership of the goods are transferred to the customer. Revenue from services is recognised according to the stage of performed service, namely when there is no significant uncertainty regarding the provision of service or associated costs. Tankerska plovidba Group 22 Revenues from freight are realized in two basic forms: time charter and voyage charter. Revenues from time charter are covered by the method of the contract completion as there is no uncertainty concerning the compensation for done service since T/C rent is paid in advance for the agreed period of 15 days or for a month. The same method is applied to voyage charter. r) Leases Leases of property, plant, equipment and intangible assets where the Group accepts all the benefits and risks of ownership are classified as financial leasing. Financial leasing is capitalised at the estimated present value of the related lease payments. Each lease payment is allocated to the liability and financial expenses in order to obtain a constant rate on the remaining financial situation. The corresponding liability for the rent, reduced for the financial expenses are recorded in other non-current liabilities. Interest component of the financial expenses is charged to the income statement over the lease period. Property, plant, equipment and intangible assets acquired according to the contract of financial leasing are depreciated over the useful life of assets. Leases of assets where lessor retains the benefits and risks of ownership are classified as operating leasing. Operating lease payments are recognized as an expense on a straight-line basis over the lease term. If the operating lease terminates before the expiration of the lease term, all payments to the lessor in the form of penalty, are recognized as an expense in the period in which the termination occurred. s) Net financial (expenses) / revenues Net financial (expenses) / revenue comprise of interest payable on borrowings and loans, interest on invested funds, dividend income, foreign exchange gains and losses, gains and losses of financial property fair value changed stated in the income statement at fair value. Interest income is recognised in the income statement as it accrues, taking into account the effective yield on the asset. Dividend income is recognised in the income statement on the date that the Group`s right to receive dividend payments is established. t) Taxes Corporate income taxes are computed under the laws and regulations of the country in which the respective Group company is registered. Corporate tax for the year comprises current tax and deferred tax. Income tax is recognised in the income statement except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted at the balance sheet date and all adjustments to tax payable in respect of previous periods. Deferred tax is calculated using the balance sheet liability method, providing for temporary differences between the carrying amounts of the assets and liabilities for financial reporting purposes and the amount used for taxation purposes. The amount of deferred tax is based on the expected realisation or settlement of the carrying value of assets and liabilities, using tax rates enacted or substantially enacted at the balance sheet date. Tankerska plovidba Group 23 A deferred tax assets is recognised only to the extent that it is probable that future taxable profits will be available against which the assets can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realised. u) Dividends Dividends are recognised in the statement of changes in equity and disclosed as liability in the period in which were approved by the Company`s shareholders. v) Government grants Government grants related to the assets – purchase of vessels is presented in the balance sheet as a deductible item in calculating the carrying value of the assets. Government grant is recognized as income over the useful life of the assets which is depreciated, by reduction of depreciation costs. Government grants related to the assets – purchase of vessel received after delivery of vessels are presented in the balance sheet as deferred income. Government grant is recognized as income in periods and ratios in which it is depreciated. z) Comparatives Comparative figures have been adjusted to conform to presentation in the current year, where necessary. Tankerska plovidba Group 24 NOTE 3: SALES REVENUE 2011 0 898.378.326 350.701.895 547.676.431 7.342.654 905.720.980 Freight on domestic market Freight on international market - from that : time charter voyage charter Sales revenue - related companies TOTAL HRK 2010 0 1.009.714.680 438.846.222 570.868.458 7.883.523 1.017.598.203 NOTE 4: OTHER REVENUES Revenue from rent Written-off receivables collected Revenue from revaluation reserve release Revenue from insurance Gain from sale of property, plant and equipment Revenue from government grants Other revenue TOTAL 2011 77.187 18.163 43.079.160 HRK 2010 70.172 4.248 41.216.167 3.298.438 42.048.374 2.553.509 61.842.035 3.699.574 7.945.628 100.166.524 3.539.583 5.156.669 114.382.383 Gain from sale of property, plant and equipment is mostly related to profit from sale of vessel “Sali” after deducting its net carrying value and sale related expenses (HRK 42.042.374). NOTE 5: OPERATING COSTS AND COSTS OF GOODS SOLD 2011 62.068.686 255.413.105 961.713 69.206 318.512.710 Consumption of raw materials Energy used Costs of goods sold Small inventory cost TOTAL Tankerska plovidba Group 25 HRK 2010 67.656.480 189.148.505 1.099.027 79.505 257.983.517 NOTE 6: PERSONNEL COSTS Net salaries of employees in full employment Wages of seamen on contract Taxes and contributions paid from salaries Contributions on salaries Severance compensations Reimbursement to employees (travel expenses, daily allowance) TOTAL 2011 32.352.168 HRK 2010 33.198.262 148.597.269 18.466.101 161.993.795 19.546.837 8.246.591 366.442 29.627.560 9.183.710 969.966 34.058.698 237.656.131 258.951.268 NOTE 7: DEPRECIATION Depreciation of intangible assets: - at regular rates Depreciation of property, plant and equipment: - at regular rates - revaluation reserve release TOTAL 2011 70.706 70.706 HRK 2010 80.199 80.199 217.280.484 174.201.324 43.079.160 217.351.190 237.013.645 195.797.478 41.216.167 237.093.844 NOTE 8: OTHER COSTS 2011 11.022.694 41.033.807 957.955 111.395.625 10.359.023 1.135.334 28.288.356 19.140.277 16.176.679 2.799.932 22.021 41.239.887 283.571.590 Transport and postal services Maintenance Rent Port expenses Agency fees Costs of loading and unloading cargo Commission to brokers and agents Insurance premiums Banking services Donations Loss on sales of long term assets Other TOTAL Tankerska plovidba Group 26 HRK 2010 11.564.118 47.017.090 925.126 126.525.162 11.695.737 1.637.562 33.601.649 22.969.307 5.422.610 8.533.832 34.136 40.813.210 310.739.539 NOTE 9: NET FINANCIAL (EXPENSES)/ REVENUES HRK 2011 2010 4.600.147 0 48.521 1.970.850 4.499.649 0 12.893 2.265.997 211.205 524.394 0 7.355.117 37.093.643 553.582 4.619 44.430.383 (46.157.494) 0 0 0 (30.965.745) 0 0 0 (46.157.494) (30.965.745) (38.802.377) 13.464.638 Financial revenues Interest Interest – related companies (Note 22) Dividend revenue Revenue from share in profits – related companies (Note 14) Net foreign exchange gains Other financial revenues Profit from sale of securities Total financial revenues Financial expenses Interest Net foreign exchange losses Other financial expenses Losses from disposal of sharesrelated companies Total financial expenses NET FINANCIAL (EXPENSES)/REVENUES NOTE 10: INCOME TAX By article 429. subsection 1. of Maritime Code (“Official Gazette of the Republic of Croatia” no. 181/04., 76/07., 146/08. and 61/11.) it is prescribed that the companies that are registered and carry out shipping activities do not pay income tax realized by the ships engaged in international shipping. According to the provisions of the article 429. subsections 2. and 3. of the Maritime Code the companies from subsection 1. of the same article do not pay income tax realised from sale of ships, from sale of shares in shipping companies which operate in international shipping, as well as on any income from dividends on shares they have in shipping companies which operate in international shipping. If the companies from subsection 1. manage these interests from a single seat of management, under unique name and leadership, they are obligated to maintain accounts and prepare financial statements for the business at home and abroad. Following the above stated, according to the tax return for 2011 the Company had no obligation to pay income tax in Croatia. Tankerska plovidba Group 27 Income tax refers to the income tax of the company “Alan Shipping Company Limited” in United Kingdom in the amount of HRK 233.380 (31.12.2010.: HRK 225.816) and the company “Stambeno gospodarstvo Tanker” d.o.o. Zadar in the amount of HRK 92.450 (31.12.2010.: HRK 36.157). The company “Aenona” d.d. Zadar according to the tax return for 2011 had no obligation to pay income tax (31.12.2010.: HRK 2.794). Tax losses of the subsidiaries expiry 5 years after the year in which they are incurred. Availability of tax losses in future periods for the Group is as follows: Tax losses from 2005 - expiry 31.12.2010 Tax losses from 2006 - expiry 31.12.2011 Tax losses from 2007 - expiry 31.12.2012 Tax losses from 2008 - expiry 31.12.2013 Tax losses from 2009 - expiry 31.12.2014 Tax losses from 2010 - expiry 31.12.2015 Tax losses from 2010 - expiry 31.12.2016 Tax losses which cannot be carried forward TOTAL 2011 1.172.345 1.413.459 2.544.761 2.700.040 3.110.909 3.749.866 (1.172.345) 13.519.035 2010 1.132.137 1.172.345 1.413.459 2.544.761 2.700.040 3.110.909 (1.132.137) 10.941.514 NOTE 11: EARNINGS PER SHARE Profit /(loss) for the year Weighted average of total numbers of shares at year end Profit /(loss) per share (HRK) 2011 (90.490.676) 625.580 2010 80.319.476 619.834 (144,65) 129,58 The Group states basic earnings per share for ordinary shares. Basic earnings per share is calculated by dividing profit (loss) for the year applicable to ordinary shares with average number of ordinary shares during the period. Basic and fully diluted earnings per share are equal since the Group does not have diluted potential ordinary shares. Tankerska plovidba Group 28 NOTE 12: INTANGIBLE ASSETS HRK Intangible assets Goodwill Intangible assets under construction Total Cost At 1 January 2010 Increases Transfer of assets under construction Reductions Effects of FX differences At 31 December 2010 6.168.114 3.260.409 6.168.114 3.297.139 12.816.435 22.281.688 At 1 January 2011 Increases Transfer of assets under construction Reductions Effects of FX differences At 31 December 2011 6.168.114 3.297.139 12.816.435 2.038.818 (352.826) 22.281.688 2.038.818 0 43.125 11.116.982 1.742.578 (43.125) (6.395) 352.826 (6.395) (5.581) 6.168.114 20.545.505 1.742.578 0 (5.581) 3.644.384 14.502.427 24.314.925 At 1 January 2010 Charge for the year Impairment losses Reductions Effects of FX differences At 31 December 2010 269.519 80.199 0 269.519 80.199 344.389 0 344.389 At 1 January 2011 Charge for the year Impairment losses Reductions Effects of FX differences At 31 December 2011 344.389 70.706 0 344.389 70.706 Accumulated depreciation and impairment losses (5.329) (5.329) (4.651) (4.651) 410.444 0 410.444 Carrying value At 1 January 2010 At 31 December 2010 6.168.114 6.168.114 2.990.890 2.952.750 11.116.982 12.816.435 20.275.986 21.937.299 At 1 January 2011 At 31 December 2011 6.168.114 6.168.114 2.952.750 3.233.940 12.816.435 14.502.427 21.937.299 23.904.481 Non tangible assets under constructions refer to investment in project “Medical Tourism Centre Nin”. Tankerska plovidba Group 29 NOTE 13: PROPERTY, PLANT AND EQUIPMENT HRK Land and buildings Plant and equipment Investment in property Assets under construction Total Cost At 1 January 2010 Increases Transfer of assets under construction Reductions Effects of FX differences At 31 December 2010 At 1 January 2011 Increases Transfer of assets under constructions Reductions Effects of FX differences At 31 December 2011 37.549.752 3.195.502.584 10.092.550 628.525.998 603.566.593 3.846.711.479 146.832.983 (628.525.998) 146.832.983 0 379.168 37.928.920 (106.455.637) 298.397.581 4.015.970.526 667.989 10.760.539 56.736.098 178.609.676 (106.455.637) 356.180.836 4.243.269.661 37.928.920 4.015.970.526 10.760.539 178.609.676 419.642.918 (419.587.173) 4.243.269.661 419.642.918 0 472.187 11.232.726 8.041.596 186.707.017 (238.901.042) 189.214.348 4.613.225.885 419.587.173 268.025 38.196.945 (238.901.042) 180.432.540 4.377.089.197 Accumulated depreciation and impairment losses At 1 January 2010 Charge for the year Impairment losses Reductions Effects of FX differences At 31 December 2010 8.599.948 789.158 1.345.385.216 236.224.487 1.353.985.164 237.013.645 98.078 9.487.184 (99.378.817) 124.653.788 1.606.884.674 (99.378.817) 124.751.866 1.616.371.858 At 1 January 2011 Charge for the year Impairment losses Reductions Effects of FX differences At 31 December 2011 9.487.184 793.313 1.606.884.674 216.487.171 1.616.371.858 217.280.484 73.484 10.353.981 (220.488.878) 71.675.641 1.674.558.608 (220.488.878) 71.749.125 1.684.912.589 At 1 January 2010 At 31 December 2010 28.949.804 28.441.736 1.850.117.368 2.409.085.852 10.092.550 10.760.539 603.566.593 178.609.676 2.492.726.315 2.626.897.803 At 1 January 2011 At 31 December 2011 28.441.736 27.842.964 2.409.085.852 2.702.530.589 10.760.539 11.232.726 178.609.676 186.707.017 2.626.897.803 2.928.313.296 Carrying value No borrowing costs have been capitalized during 2010 and 2011. Assets under construction include costs of building ships – product tankers no. S-5054, S-5065 in the amount of HRK 185.947.083 and commercial building constructions costs – Central warehouse at Gaženica in the amount of HRK 759.934. Tankerska plovidba Group 30 In 2011 the Group took delivery of following vessels: • Product/chemical tanker dwt 52.554 t – m/t “Velebit” (newbuilding no. 711); • Product/chemical tanker dwt 51.935 t – m/t “Vinjerac” (newbuilding no. 712). At 31 December 2011 the net carrying amount of leased assets is HRK 285.221 (2010.: HRK 364.300). Total net carrying amount of the assets over which there is a mortgage as security for the loans is HRK 2.671.874.134 (2010.: HRK 2.386.070.492). NOTE 14: INVESTMENTS IN ASSOCIATES Net carrying amount of investment in associates includes: 1. 31 December 2011. Amount in Ownership HRK part % 31 December 2010. Amount in Ownership HRK part % Shipyard Viktor Lenac d.d., Rijeka, Croatia 85.370.384 55.682.384 TOTAL 85.370.384 48,41% 37,34% 55.682.384 The company participated in increase of share capital of company “Shipyard Viktor Lenac” d.d., Rijeka by payment in cash amounting to HRK 29.688.000, whereby increasing its ownership share to 48,41%. Changes of investments in associate of the Group during the year were as follows: HRK Net carrying value Investment cost Share in profit of associate in 2008 Share in profit of associate in 2009 Share in profit of associate in 2010 Share in profit of associate in 2011 Carrying value of investment 2011 85.370.384 20.206.889 2.337.222 2.265.997 1.970.850 112.151.342 2010 55.682.383 20.206.889 2.337.222 2.265.997 80.492.491 Abbreviated version of financial information of associate: HRK 2011 335.581.422 110.771.986 352.133.818 4.071.164 Total assets Total liabilities Revenues Profit Tankerska plovidba Group 31 2010 276.605.756 80.777.727 325.291.445 6.068.552 NOTE 15: FINANCIAL ASSETS Financial assets – non current Available-for-sale investments Held-to-maturity investments Total investments Secured housing loans to employees Loans to buildings - unsecured Loans to students Given loans – related companies (Note 2011 1.991.895 0 1.991.895 2.544.090 204.037 2.136.749 0 HRK 2010 4.012.393 0 4.012.393 2.677.464 317.352 1.997.316 0 4.884.876 129.166.237 4.645.252 140.688.260 4.992.132 48.822.070 4.645.252 62.471.847 22) Total given loans Deposits and pledges Other non-current investments Total financial assets – non current Investments available-for-sale are evaluated at fair value, except those which are not traded in active market, and which are recognised at amortized cost less impairment. Loans to employees were granted for the purchase of housing with maturity up to 30 years and are carried at amortized costs (net of impairment allowance) using market rates for discounting. Deposits and pledges are mostly related to cash deposits held as collateral for loans taken. Financial assets - current Available-for-sale investments Held-to-maturity investments Total investments Given loans Given loans – related companies (Note 2011 110.342 0 110.342 2.684.958 0 HRK 2010 108.213 0 108.213 2.928.762 0 2.684.958 0 0 2.795.300 2.928.762 0 0 3.036.975 22) Total given loans Deposits and pledges Other current investments Total financial assets – current Tankerska plovidba Group 32 NOTE 16: INVENTORIES 2011 60.582.363 599.282 169.525 636.916 2.965.064 (636.916) 64.316.234 Bunker and lubes Material Spare parts Small inventory Food Small inventory impairment TOTAL HRK 2010 43.894.218 612.849 169.525 600.915 2.832.450 (600.915) 47.509.042 NOTE 17: TRADE AND OTHER RECEIVABLES Trade receivables – gross Trade receivables – impairment Trade receivables – net Trade receivables – related companies (Note 22) Other receivables – related companies (Note 22) Total receivables – related companies Receivables from employees Receivables from the state Receivables for government grants Prepaid expenses Accrued income Other receivables TOTAL 2011 48.945.640 (39.406) 48.906.234 0 8 8 406.781 8.401.248 29.869.485 3.911.699 20.599.049 3.227.488 115.321.992 HRK 2010 27.053.895 (39.406) 27.014.489 0 8 8 333.339 22.498.389 36.992.145 426.459 4.222.465 3.371.866 94.859.160 Included in the trade receivables are debtors with the amount of HRK 3.839.980 (2010.: HRK 12.394.061) which are due on the balance sheet date and for which the reservation for impairment losses was not created. There were no significant changes in the quality of these receivables and the same are still considered payable. The Group does not hold any collateral for payment these receivables. Tankerska plovidba Group 33 Age structure of trade receivables for which no reservations were created: 1 -90 days 91 -180 days 181 - 365 days More than 365 days TOTAL 2011 3.182.238 289.558 0 368.184 3.839.980 HRK 2010 12.025.700 349.667 0 18.694 12.394.061 2011 0 0 0 39.406 39.406 HRK 2010 0 0 0 39.406 39.406 2011 1.216.846 0 47.348.129 341.259 48.906.234 HRK 2010 1.171.509 0 25.414.590 428.390 27.014.489 Age structure of the impaired trade receivables: 1 -90 days 91 -180 days 181 - 365 days Over 365 days TOTAL Currency structure - trade receivables: HRK EUR USD Other currencies TOTAL NOTE 18: CASH AND CASH EQUIVALENTS 2011 287.598.204 1.056.745 117.880.023 406.534.972 Cash with banks Cash in hand Deposits TOTAL Tankerska plovidba Group 34 HRK 2010 322.586.702 978.708 254.788.985 578.354.395 NOTE 19: CAPITAL AND RESERVES (i) At 31 December 2011 the authorized, issued and paid-up share capital comprised 626.385 ordinary shares (2010.: 626.385). All shares have a nominal value of HRK 600,00. The holders of ordinary shares are entitled to receive dividends, as declared from time to time and are entitled to one vote per share at meetings of the Company. The immediate parent company of Tankerska plovidba d.d. is Silba Participations B.V., a company founded in the Netherlands. The ultimate parent company is a TrustBetriebsstiftung Tankerska Plovidba d.d. Privatstiftung with registered office in Austria. Beneficiaries of this trust are the employees of Tankerska plovidba d.d. (ii) At 31 December 2011 the Company held 1.251 treasury shares (31. December 2010: 190). Treasury shares represent 0,20% of share capital (2010.: 0,03%). In 2011 the Company purchased 7.093 own shares, and disposed of 6.032 own shares. Reserves for own shares were created from Company’s profits. The Company distributed of 6.032 own shares to members of the Board and employees according to Resolution of Company’s shareholders assembly on 29th of August 2008 approving profit participation to members of the Board and employees in Company’s shares. (iii) At 31 December 2011 the amount of legal reserves within legal and other reserves was HRK 18.792.081 (2010.: HRK 18.791.774). Legal reserve is created in accordance with the Croatian laws which require that 5% of the year profit is transferred in this reserve until it reaches 5% of the issued share capital. Legal reserve in the amount of 5% of the issued share capital can be used to cover the losses of the current and previous years. Legal and other reserves include HRK 29.000.000 (2010.: HRK 29.000.000) of reserves for treasury shares that cannot be used for distribution to the shareholders. (iv) At 31 December 2011 revaluation reserve in the amount of HRK 329.884.063 (31. December 2010: HRK 356.834.128) was created based on revaluation of the ships carried out in 2003 and 2004. Release of revaluation reserve in the income statement in the amount of HRK 43.079.160 (2010.: HRK 41.216.167) represents the difference between depreciation based on revaluated carrying amount of assets and depreciation based on original costs of assets. (v) The translation reserve comprises all foreign exchange differences arising from the conversion of the financial statements of foreign business entities. (vi) At 31 December 2011 retained earnings of the Company were HRK 1.084.066.640 (2010.: HRK 1.162.055.076) and retained earnings of the Group were HRK 1.092.736.120 (2010.: HRK 1.171.672.385). Tankerska plovidba Group 35 NOTE 20: INTEREST BEARING LIABILITIES 2011 HRK 2010 0 42.235 1.645.440.910 0 1.645.483.145 0 144.191 1.183.260.747 48.922 1.183.453.860 Current interest bearing liabilities 2011 Unsecured loans 1.150.000 Current portion of non-current interest bearing liabilities Financial lease 108.679 Secured bank loans 214.831.404 Unsecured bank loans 51.107 TOTAL 216.141.190 Total interest bearing liabilities 1.861.624.335 2010 1.150.324 Non-current interest liabilities Unsecured loans Financial lease Secured bank loans Unsecured bank loans TOTAL bearing 115.680 378.656.265 195.689 380.117.958 1.563.571.818 Terms and conditions for repayment of interest bearing liabilities at 31 December 2011 are as follows: HRK Total Secured bank loans Unsecured bank loans Unsecured loans Financial lease At 31 December 2011 1.860.272.314 51.107 1.150.000 150.914 1.861.624.335 1 year or less 214.831.404 51.107 1.150.000 108.679 216.141.190 2 -5 years 916.575.865 0 0 42.235 916.618.100 More than 5 years 728.865.045 0 0 0 728.865.045 Secured bank loans have a variable interest rate based on LIBOR and EURIBOR plus a margin that ranges from 1,0625% to 4,1%. Tankerska plovidba Group 36 Terms and conditions for repayment of interest bearing liabilities at 31 December 2010 were as follows: HRK Total Secured bank loans Unsecured bank loans Unsecured loans Financial lease At 31 December 2010 1.561.917.012 244.611 1.150.324 259.871 1.563.571.818 1 year or less 378.656.265 195.689 1.150.324 115.680 380.117.958 2 -5 years 783.078.018 48.922 0 144.191 783.271.131 More than 5 years 400.182.729 0 0 0 400.182.729 Secured bank loans had a variable interest rate based on LIBOR and EURIBOR plus a margin that ranged from 1% to 3%. During 2011, Company received new long term loan amounting to HRK 247.929.444 , with interest rate of LIBOR+1,75%, to be repaid in 40 quarterly instalments for financing of newbuilding no. 711 (m/t “Velebit”) amounting to HRK 123.964.722 and newbuilding no. 712 (m/t “Vinjerac”) amounting to HRK 123.964.722, and a long term loan amounting to HRK 81.479.160, with interest rate of LIBOR+4,10%, to be repaid in 12 quarterly instalments for financing of newbuilding no. 711 (m/t “Velebit”). In the same period Company received new long term loan amounting to HRK 866.442.200 with interest rate of LIBOR+2,90%, to be repaid in 24 quarterly instalments for refinancing of existing loan for vessel “Hrvatska” amounting to HRK 130.803.152, for refinancing of existing loan for vessel “Alan Veliki” amounting to HRK 119.308.770, for refinancing of existing loan for vessel “Donat” amounting to HRK 145.498.500, for refinancing of existing loan for vessel “Dugi Otok” amounting to HRK 180.131.230, for refinancing of existing loan for vessel “Olib” amounting to HRK 190.294.448 and for financing working capital amounting to HRK 100.406.100. Also in order to finance working capital, Company received new long term loan MODEL A+ amounting to HRK 25.000.000, with interest rate Croatian Ministry of Finance 91 day treasury bills + 3,3% and 2,8%, to be repaid in 12 quarterly instalments, and new long term loan MODEL A+ amounting to HRK 25.000.000, with interest rate Croatian Ministry of Finance 91 day treasury bills + 3,3% and 2,8%, to be repaid, with bullet instalment 3 years from the loan drawdown. Company made repayment of existing bank loans according to previously published terms of repayment. Tankerska plovidba Group 37 NOTE 21: TRADE AND OTHER PAYABLES Trade payables Trade payables – related companies 2011 68.927.537 1.381.735 HRK 2010 45.126.792 0 16.692.266 2.274.979 15.552.583 10.691.340 49.395.304 1.231.595 675.909 166.823.248 17.789.254 2.970.406 10.505.364 6.451.980 50.798.747 6.637.967 176.777 140.457.287 2011 13.405.135 2.613.080 51.049.582 3.241.475 70.309.272 HRK 2010 6.217.996 3.786.704 24.037.004 11.085.088 45.126.792 (Note 22) Liabilities toward employees Contributions and taxes Advances received Accruals Deferred income Liabilities for share in profits Other liabilities TOTAL Trade payables – currency structure: HRK EUR USD Other currencies TOTAL Tankerska plovidba Group 38 NOTE 22: TRANSACTIONS WITH THE RELATED PARTIES HRK Subsidiaries and key shareholders Sales to related companies Sales to subsidiaries Sales to associates Sales to key shareholders Purchase from related companies Purchases from subsidiaries Purchases from associated Purchases from key shareholders Receivables from related companies Receivables from subsidiaries Receivables from associated Receivables from key shareholders Liabilities to related companies Liabilities to subsidiaries Liabilities to associated Liabilities to key shareholders Given loans Shipyard Viktor Lenac d.d. Total given loans to related companies 2011 2010 0 0 0 0 0 0 0 0 0 17.866.392 0 17.866.392 0 13.613.428 0 13.613.428 0 8 0 8 0 8 0 8 0 1.381.735 0 1.381.735 0 0 0 0 0 0 0 0 Transactions between related companies are carried out by normal market rates. Key management Key management of the Company includes executive management which consists of the Members of the Board and of the directors of main organisational units. Total amount of compensation to key management for 2011 amounts to HRK 15.289.632 (2010.: HRK 18.012.890). At the end of the year the members of the Executive Management and the Supervisory Board owned 10928 ordinary shares (2010.: 9187 shares). During the year the Supervisory Board had total compensation of HRK 495.072 (2010.: HRK 464.635). The Company did not have any loans to the members of the Supervisory Board. Tankerska plovidba Group 39 NOTE 23: FINANCIAL INSTRUMENTS The Group`s activities expose it to a variety of financial risks, including the effects of: market risk (including foreign exchange risk, interest rates and price risk), credit risk and liquidity risk. Exposure to currency, interest rate and credit risk, arises in the ordinary course of Group`s operations. Risk management policies associated with managing financial resources, may be briefly summarized as follows: Foreign exchange risk Foreign exchange risk is the risk of changes of value financial instruments due to change in exchange rate changes. The Company operates internationally and is exposed to changes of US currency as significant amount of receivables and foreign revenues are stated in this currency. Additionally, the Company has a number of investments in foreign subsidiaries, whose net assets are exposed to currency translation risks. Current Group policies do not include active hedging. A fluctuation of 10% in the exchange rate for USD on outstanding USD denominated monetary items would not have a material impact on the Group`s profit. Interest rate risk Interest rate risk is the risk of change in value of financial instruments due to changes in market interest rates. The risk of interest rate in cash flow is a risk that the interest expenditure on financial instruments will be variable during the period. Since the Group invests its liquid assets in deposits with short maturities, this risk is limited to long term deposits with financial institutions (note 15). Credit risk Credit risk is the risk of failure by one party to meet commitments to the financial instruments, what could cause the financial loss to the other party. Maximum exposure to credit risk is expressed in the highest value of each of the financial asset in balance sheet. Basic financial assets of the Group consist of cash and of account balance with banks, trade receivables and other receivables, and of investments. Credit risk in liquid funds is limited as the counterparty is often the bank that most international agencies assessed with high credit ratings. Credit risk of the Group is mostly connected with trade receivables. Amounts of these receivables are stated in the balance sheet net of impairment for bad and disputed receivables. The Group has no significant concentrations of credit risk, as their exposure is dissipated on a large number of other parties and clients. Liquidity risk Liquidity risk, which is considered the risk of financing, is the risk of difficulties which the Group may encounter in collecting funds to meet commitments associated with financial instruments. Tankerska plovidba Group 40 The Group has significant interest bearing non-current liabilities for loans with variable interest that expose the Group to the risk of cash flows. Fair values Management`s estimates of fair values of financial assets and liabilities, together with carrying amounts stated in the balance sheet are as follows: HRK Note 15 14 17 15 15 20 24 21 Financial assets available-for-sale Investments in associates Trade and other receivables Secured loans to employees Other loans and advances Interest bearing liabilities Other non-current liabilities Trade and other payables 2011 Carrying value Note 2.102.237 2.102.237 112.151.342 112.151.342 115.321.992 115.321.992 2.544.090 2.544.090 9.670.996 9.670.996 1.861.624.335 1.861.624.335 27.109.846 27.109.846 166.823.248 166.823.248 Fair value of financial assets and liabilities is based on quoted market prices at balance sheet date, if it is available. Where the market price is not available, the Group estimates fair value based on publicly available information from external sources or where applicable on technique of discounted cash flows. For receivables/payables with a remaining life of less than one year, the notional amount is deemed to reflect the fair value. All other receivables/payables are discounted to determine the fair value. Capital management Primary goal of the Group`s capital management is to provide support to business and to maximize value to the shareholders. The Group manages capital and adjusts in light of changed economic conditions. In order to maintain and to adjust the capital structure, the Group can adjust the dividend payments to the shareholders, return the capital to the shareholders, or issue new shares. There was no change in the goals, policies and processes during the year completed at 31 December 2011 and at 31 December 2010. Gearing ratio on the day of reporting was as follows Total interest bearing liabilities (non-current and current loans) Deduction for cash and cash equivalents Net liabilities Capital and reserves Gearing ratio Tankerska plovidba Group 41 2011 1.861.624.335 2010 1.563.571.818 406.534.972 1.455.089.363 1.737.121.196 83,76% 578.354.395 985.217.423 1.783.312.533 55,25% NOTE 24: COMMITMENTS AND CONTINGENCIES Capital commitments The purchase costs of property, plant, equipment and intangible assets as contracted with suppliers but not settled at 31 December 2011 are as follows: 2011 419.326.677 419.326.677 Newbuildings TOTAL HRK 2010 802.106.701 802.106.701 Operating lease commitments – where a Group is the lessee The Group has contractual commitments under operating lease arrangements. The future aggregate minimum lease payments under non-cancellable operating leases are as follows: 2011 343.913 951.531 0 1.295.444 Within 1 year More than 1 and less than 5 years 5 years or more TOTAL HRK 2010 699.461 400.003 0 1.099.464 During 2011 the amount of HRK 957.955 was recognised as an expense in respect of operating leases (2010.: HRK 925.126). Operating lease commitments – where a Group is the lessor The Company leases business premises in Zadar. The future aggregate minimum lease receipts under non-cancellable operating leases are as follows: 2011 69.535 120.086 150.108 339.729 Within 1 year More than 1 and less than 5 years 5 years or more TOTAL HRK 2010 68.699 119.789 149.736 338.224 During 2011 the amount of HRK 77.187 was recognised as income in respect of operating leases (2010.: HRK 70.172). Tankerska plovidba Group 42 Commitments for capital investments As a result of investments in “Shipyard Viktor Lenac” d.d., at 31 December 2011 the Company has commitments for capital investments as follows: 2011 15.080.268 15.080.268 “Shipyard Viktor Lenac” d.d. UKUPNO HRK 2010 15.080.268 15.080.268 Uljanik and Tankerska, in the process of purchasing “Shipyard Viktor Lenac” d.d. from Croatian Ministry of Finance, took over the commitment to invest in the further development of shipyard technology in accordance with a program of restructuring and developing, within the period of no more than 5 years, as a part of purchase price (HRK 58.279.315 namely HRK 29.139.657,50 each). According to the agreement between Tankerska and Uljanik, it was agreed that both parties should have equal number of shares after bankruptcy restructuring is completed. In order to achieve this Tankerska took over to invest funds amounting to HRK 43.199.047 and obtain shares in the amount of HRK 28.118.779 from Uljanik. The amount of HRK 27.109.846 (2010.: 27.109.846) is stated within non-current commitments towards “Uljanik” d.d. Pula, while the amount of HRK 15.080.268 is stated in the off-balance sheet items. Contingencies At 31 December 2011 the Group was involved with law suits incidental to its business and personal injury claims. Management, based on the advice of legal counsel, believes that the ultimate outcome of these matters will not have a material adverse effect on the Group’s financial statements. During 2011 Company has received state financial support for vessels “Dugi Otok” (newbuilding. no. 460) and “Olib” (newbuilding. no. 461) amounting to HRK 8.400.000 (HRK 4.200.000 each) under the condition that the same are not sold at least five years from the date of delivery, (five years period for these vessel ends at 16th of September 2013 and 5th of February 2014), which the Company intends to honour. In the case of failure to comply with this requirement, the Company has agreed to refund together with interest following amounts: US$ 2.519.244,55 (newbuilding. no. 460) and US$ 2.519.244,55 (newbuilding. no. 461). In the same period, Company has gained the right for state financial support for vessel “Velebit” (newbuilding no. 711) amounting to US$ 4.058.992,08 and for vessel “Vinjerac” (newbuilding no. 712) amounting to US$ 4.292.381,05, and has irrevocably transferred these rights to shipyard BI 3. Maj d.d. Rijeka (formerly 3. Maj Shipyard d.d. Rijeka), by which it settles a part of delivery price of the vessel. To the date of publishing of these reports, Company has not received the financial support and does not have information that it has been transferred to the shipyard directly. In the case of failure to comply with requirement not to sell the vessels at least five years from the date of delivery (five years period for these vessel ends at 14th of April 2016 and 25th of October 2016), which the Company intends to honour, Company has agreed (after it receives the support) to refund together with interest following amounts: US$ 4.058.992,08 (newbuilding no. 711) and US$ 4.292.381,05 (newbuilding no. 712). Tankerska plovidba Group 43 NOTE 25: SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS In the process of applying the Group`s accounting policies, the Management has made the following judgements, apart from those involving estimates, and which have a significant impact on the amounts reported in financial statements: Revenue recognition Revenue is recognized in the moment when the goods are shipped or services performed, and when a significant part of risk and rewards of ownership of the goods is transferred to the buyer. Estimate of the expected return of the goods and other discounts is deducted from the sales revenue and recorded as calculated liabilities or provisions. Such estimates were based on analysis of existing contractual or legal obligations, historical trends and experience of the Group. Income tax The income tax calculation is made on the basis of Group`s interpretation of the currently applicable laws and regulations. Impairment of receivables Assessment of the irrecoverable amount of sales of goods and services is done on balance sheet date (and per month) according to the estimated probability of doubtful receivable settlement. Each client is assessed separately according to status of receivables due for payment (i.e. the client’s account is blocked, the legal proceedings started), according to a phase the legal dispute is in and according to the collateral taken (for example bills of exchange). Provisions for contingencies The Group recognises provisions as a result of legal actions initiated against the Group for which is likely to lead to outflow of funds in order to settle receivables from the Group and if the amounts can be reliably estimated. During the estimation of provisions, the Group takes in consideration professional legal advice. Note 26: SUBSEQUENT EVENTS AFTER BALANCE SHEET DATE At 27th of February 2012 Company sold vessel “Frankopan”, and made a profit amounting to HRK 37.986.457 after deducting net carrying value and sale related expenses. Tankerska plovidba Group 44