Petroplus Annual Report 2007 Is Originally Published in English B.V
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Financial Highlights 2007 2006 2005 1) Key Dates Selected Operating Data Annual General Meeting Revenue in millions of USD 13‚905.1 6‚923.0 4‚188.3 May 7, 2008, Casino Zug Gross margin in millions of USD 1‚165.8 546.4 211.0 Net income / (loss) from continuing operations in millions of USD 310.4 74.1 (28.1) Net income / (loss) in millions of USD 303.3 443.6 (1.6) Contact Information Basic earnings per share in USD 4.57 10.90 (0.09) Registered office Diluted earnings per share in USD 4.44 10.51 (0.09) Petroplus Holdings AG Industriestrasse 24 Number of employees Number 1‚827 925 1‚018 6300 Zug Switzerland Total throughput in thousands of bpd 2) 384.8 201.0 159.7 Phone +41 58 580 1100 Total production in thousands of bpd 2) 391.0 202.1 159.7 Fax +41 58 580 1191 Per barrel of total throughput: Gross margin For further information regarding Coryton in USD 9.79 ** ** Petroplus please contact Ingolstadt in USD 7.99 ** ** Petroplus Holdings AG BRC in USD 7.25 4.40 ** Investor Relations Cressier in USD 6.97 4.83 6.22 Phone +41 58 580 1166 Teesside in USD 5.34 2.52 3.23 Email [email protected] Operating expenses Coryton in USD 4.99 ** ** Petroplus on the Internet Ingolstadt in USD 3.35 ** ** www.petroplusholdings.com BRC in USD 2.60 2.20 ** Cressier in USD 2.69 2.25 2.56 Teesside in USD 1.34 1.36 1.05 Selected Balance Sheet Data Cash and short term deposits in millions of USD 62.5 91.6 65.9 Current ratio 4) 1.3 1.6 1.0 Total working capital 5) in millions of USD 832.2 648.4 (225.2) Total assets in millions of USD 7‚466.8 3‚014.8 2‚452.2 Total debt in millions of USD 1‚333.1 - 555.3 Total equity in millions of USD 2‚501.5 1‚555.1 29.8 Selected Share Data 3) (ISIN: CH0027752242; Symbol: PPHN) Issued shares at December 31, Number 68‚641‚599 61‚036‚600 - Nominal value in CHF 9.18 9.18 - Share price (high / low) in CHF 133.00 / 70.00 79.90 / 66.90 - Share price at December 31, in CHF 87.70 74.00 - Market capitalization at December 31, in millions of CHF 6‚020 4‚517 - 1) The income statement data for 2005 includes only nine months of operations due to the purchase of Petroplus International B.V. by RIVR Acquisition The Petroplus Annual Report 2007 is originally published in English B.V. in March 2005. and is translated to German. Only the printed version in English is 2) Barrels per day (“bpd”) considered to be legally binding. 3) The reports are available online at www.petroplusholdings.com. The shares of Petroplus Holdings AG were traded on the SWX Swiss Stock Exchange on November 30, 2006 for the first time. 4) Current assets divided by current liabilities 5) Current assets minus current liabilities Publisher: Petroplus Holdings AG, Zug, Switzerland ** Not relevant Realization, production and print: Victor Hotz AG, Corporate Publishing & Print, Steinhausen, Switzerland Photo Composing: Christian Gruber © Petroplus Holdings AG, 2008 Content 2 I Letter to the Shareholders 4 I Petroplus at a Glance 6 I Company Overview 24 I Operating and Financial Review 55 I Corporate Governance 75 I Financial Reporting 77 I Consolidated Financial Statements of the Company 145 I Statutory Financial Statements of Petroplus Holdings AG 158 I Glossary Forward Looking Statement Certain portions of this document contain-forward looking statements that reflect our current judgment regarding conditions we expect to exist and the course of action we expect to take in the future. Even though we believe our expectations regarding future events are based on reasonable assumptions, forward looking statements are not guarantees of future performance. In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including the words “aims”, “believes”, “estimates”, “anticipates”, “expects”, “intends”, “may”, “will”, “plans”, “continue” or “should” in each case, their negative or other variations or comparable terminology or by discussions of strategies, plans, objectives, targets, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. Our assumptions rely on our operational analysis and expectations for the operating performance of our assets based on their historical operating performance, management expectations as described below and historical costs associated with the operations of those assets. Factors beyond our control could cause our actual results to vary materially from our expectations and are discussed in “Outlook” and elsewhere in this document. Any prospective financial information included in this document is not fact and should not be relied upon as being necessarily indicative of future results, and you are cautioned not to place undue reliance on this prospective financial information. In addition, we do not currently own the Petit Couronne and Reichstett refineries and have not operated these facilities. As a result, the forecasted information relating to the Petit Couronne and Reichstett refineries is entirely based on our analysis of information currently available to us, and, therefore, is subject to a higher level of uncertainty than information produced from our own internal sources. Letter to the Shareholders To our shareholders, Two thousand seven was Petroplus’ first full year as a public company listed on the Swiss Stock Exchange. It was a year of great growth, where our capacity to process crude oil increased by 330,000 bpd (barrels per day) from a base of 295,000 bpd, giving us a total capacity of 625,000 bpd, which has made us the largest independent refiner in Europe. On March 31, 2007, we acquired ExxonMobil’s 110,000 bpd refinery located in Ingolstadt, Ger- many. This high conversion facility was a strong contributor to our financial results in 2007 and should be a valuable asset for many years to come. On May 31, 2007, Petroplus acquired BP’s UK refinery located at Coryton on the Thames River, about 40 kilometers from Central London. This 220,000 bpd refinery is the Company‘s largest and most complex asset. We expect this refinery to be a very strong contributor to our future results. On August 2, 2007, Petroplus agreed to buy Shell’s refineries at Petit Couronne and Reichstett in France. We expect to complete this purchase early in the second quarter of 2008. These facili- ties, with a total capacity of 239,000 bpd continue our growth trajectory and should add positive financial results from the first day we own them. The Company considers safety and environmental excellence at the core of everything we do. Profit does not take precedence over running all our facilities with a goal of perfect environmental compliance and a perfect safety record. Anything less than this means we have to work harder every day on safety and the environment. This is an industry where perfection on these issues is elusive, as it has been for Petroplus. We‘re doing better, and intend to continue improving. The financial status of the Company has seen a dramatic improvement over the past year. In April of 2007, we issued USD 1.2 billion in long term bonds at an average interest rate of 6 7/8%. We also sold 7.6 million common shares at CHF 100.00 per share. This program of debt and equity sales was used to finance our acquisitions and pay down borrowings on working capital facilities. Petroplus Holdings AG | Company Overview | The Company had strong earnings of USD 4.57 per share. Our balance sheet provides us with the flexibility to run our business on a rational basis and to expand on a proper basis. The Company views a strong balance sheet as a ‘must’ in this capital-intensive industry and will do everything possible to improve its financial status. Given the Company’s strong results in 2007, your Board has recommended approval of its first dividend of CHF 1.00 per share, payable through a reduc- tion in nominal value, after approval by the shareholders. We hope to grow this dividend in future years. The Company’s compensation system rewards its employees based on earnings per share. You will not find Petroplus paying out bonuses to executives when the Company does poorly. And now for the future. Mr. Robert Lavinia joined the Company in early July of 2007 as our President. He is co-signing this letter as our new CEO effective March 1, 2008. A profile on Mr. Lavinia appears later in this report. He brings to Petroplus a maturity and industry knowledge that is unique. Mr. O’Malley will, at the Board’s request, continue as Chairman for a minimum of an additional three years. Effective March 1, 2008, Petroplus entered into a partnership which it will use to pursue growth opportunities in the United States. This partnership vehicle provides Petroplus with the opportu- nity to expand its venue for growth without the associated operating and financial risk of invest- ment that generally come with refinery ownership. It is a strategic decision of which we expect to provide meaningful earnings contributions in future years. 2007 was a good year, and the future looks bright for our Company. Finally, we want to thank our talented employees, our Board of Directors for their guidance and attention, and all of our customers and suppliers for their great service. Kind regards, Thomas D. O’Malley Robert. J. Lavinia (Chairman of the Board) (Chief Executive Officer) Petroplus at a Glance Key Facts Major Units Crude and Products Highlights Coryton Refinery > Acquired in May 2007 Atmospheric Distillation > Processes a blend of > Opportunities exist for > Located in southeast- Vacuum Distillation light sweet crude oils, both sweet vs.