Interim / Quarterly Report • Sep 13, 2021
Interim / Quarterly Report
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CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)
For the six months ended 30 June 2021
| Officers and Professional Advisors | 1 |
|---|---|
| Declaration of the Members of the Board of Directors and the Company official responsible for the preparation of the condensed consolidated interim financial statements |
2 |
| Condensed consolidated statement of profit or loss and other comprehensive income |
3 |
| Condensed consolidated statement of financial position |
4 |
| Condensed consolidated statement of changes in equity |
6 |
| Condensed consolidated statement of cash flows | 7 |
| Notes to the condensed consolidated interim financial statements |
8 - 28 |
| Board of Directors |
Iurii Zhuravlov - Chief Executive Officer |
|---|---|
| Tamara Lapta - Deputy Chief Executive Officer |
|
| Larysa Orlova - Chief Financial Officer |
|
| Borys Supikhanov - Non-Executive Director |
|
| Volodymyr Kudryavtsev - Non-Executive Director |
|
| Audit Committee |
Borys Supikhanov (Head of the Committee) |
| Volodymyr Kudryavtsev |
|
| Remuneration Committee |
Borys Supikhanov (Head of the Committee) |
| Volodymyr Kudryavtsev |
|
| Secretary | Inter Jura Cy (Services) Limited |
| Legal Advisors |
K. Chrysostomides & Co LLC |
| Registered office |
1 Lampousas Street 1095 Nicosia Cyprus |
In accordance with article 10 of the Transparency Requirements (Securities Listed for Trading on a Regulated Market) Law of 2007 (the "Law"), as amended from time to time, we, the Members of the Board of Directors and the Company official responsible for the preparation of the condensed consolidated interim financial statements of Agroton Public Limited (the "Company") for the six months ended 30 June 2021, confirm that to the best of our knowledge:
Members of the Board of Directors:
| Iurii Zhuravlov | signed |
|---|---|
| Tamara Lapta | signed |
| Larysa Orlova | signed |
| Borys Supikhanov | signed |
| Volodymyr Kudryavtsev | signed |
Company official responsible for the preparation of the condensed consolidated interim financial statements of the Company for the six months ended 30 June 2021:
| Larysa Orlova | signed |
|---|---|
| --------------- | -------- |
Nicosia, 30 August 2021
| (in USD thousand, unless otherwise stated) | |||
|---|---|---|---|
| Note | 30 June 2021 | 30 June 2020 | |
| Continuing operations | |||
| Revenue | 4 | 17 145 | 13 849 |
| Cost of sales | 5 | (16 097) | (12 576) |
| Net change in fair value less cost to sell of biological assets and | |||
| agricultural produce | 293 | 7 072 | |
| Gross profit | 1 341 | 8 345 | |
| Other operating income | 6 | 31 | 91 |
| Administrative expenses | 7 | (2 666) | (1 226) |
| Distribution expenses | 8 | (23) | (22) |
| Other operating expenses | 9 | (1 603) | (1 327) |
| Operating profit | (2 920) | 5 861 | |
| Impairment losses on loans, trade and other receivable | - | (6) | |
| Fair value losses on financial assets at fair value through profit | |||
| or loss | (396) | 590 | |
| (3 316) | 6 445 | ||
| Finance income | 10 | 2 077 | 87 |
| Finance costs | 10 | (1 741) | (10 103) |
| Net finance (costs)/income | 336 | (10 016) | |
| Profit before taxation | (2 980) | (3 571) | |
| Taxation | - | (23) | |
| Profit for the period | (2 980) | (3 594) | |
| Other comprehensive income | |||
| Items that are or may be reclassified subsequently to profit or loss |
|||
| Effect of translation into presentation currency | 6 782 | 2 817 | |
| Total comprehensive income/(expense) | 3 802 | (777) | |
| Profit attributable to: | |||
| Owners of the Company | (2 973) | (3 602) | |
| Non-controlling interests | (7) | 8 | |
| (2 980) | (3 594) | ||
| Total comprehensive income attributable to: | |||
| Owners of the Company | 3 827 | (768) | |
| Non-controlling interests | (25) | (9) | |
| 3 802 | (777) | ||
| Profit per share | |||
| Basic and fully diluted profit per share (USD) | 0,175 | (0,040) | |
| Profit per share – continuing operations | |||
| Basic and fully diluted profit per share (USD) | 0,175 | (0,040) |
The notes on pages 8 to 28 are an integral part of these condensed consolidated interim financial statements.
| Note | 30 June 2021 | 31 December 2020 |
|
|---|---|---|---|
| Assets | |||
| Property, plant and equipment | 11 | 24 604 | 18 111 |
| Right-of-use assets | 12 | 12 055 | 13 351 |
| Intangible assets | 19 | 26 | |
| Biological assets | 13 | 939 | 903 |
| Total non-current assets | 37 617 | 32 391 | |
| Inventories | 16 | 4 877 | 16 067 |
| Biological assets | 13 | 23 505 | 7 272 |
| Investments designated at fair value through profit or loss | 14 | 14 794 | 15 195 |
| Trade and other receivables | 17 | 3 099 | 5 791 |
| Loans receivable | 15 | 18 549 | 18 549 |
| Assets held for sale | 13 | 17 | |
| Cash and cash equivalents | 18 | 19 757 | 25 055 |
| Total current assets | 84 594 | 87 946 | |
| Total assets | 122 211 | 120 337 | |
| Equity | |||
| Share capital | 661 | 661 | |
| Share premium | 88 532 | 88 532 | |
| Retained earnings | 519 | 3 492 | |
| Foreign currency translation reserve | 15 384 | 8 620 | |
| Total equity attributable to owners of the Company | 105 096 | 101 305 | |
| Non-controlling interests | 239 | 264 | |
| Total equity | 105 335 | 101 569 | |
| Liabilities | |||
| Lease liabilities | 19 | 7 548 | 9 019 |
| Total non-current liabilities | 7 548 | 9 019 | |
| Lease liabilities | 5 927 | 5 697 | |
| Loans and borrowings | 20 | 128 | 128 |
| Trade and other payables | 21 | 2 766 | 3 418 |
| Income tax liability | 507 | 506 | |
| Liabilities held for sale | - | - | |
| Total current liabilities | 9 328 | 9 749 | |
| Total liabilities | 16 876 | 18 768 | |
| Total equity and liabilities | 122 211 | 120 337 |
On 30 August 2021 the Board of Directors of Agroton Public Limited approved and authorised these condensed consolidated interim financial statements for issue.
signed signed
Tamara Lapta Larysa Orlova Deputy Chief Executive Officer Chief Financial Officer
The notes on pages 8 to 28 are an integral part of these condensed consolidated interim financial statements.
For the six months ended 30 June 2021
(in USD thousand, unless otherwise stated)
| Attributable to owners of the Company |
|||||||
|---|---|---|---|---|---|---|---|
| Share capital |
Share premium |
Retained earnings |
Foreign currency translation reserve |
Total | Non controlling interests |
Total equity |
|
| Balance at 1 January 2020 |
661 | 88 532 |
(8 253) |
5 595 |
86 535 |
274 | 86 809 |
| Total comprehensive income |
|||||||
| Profit for the period |
- | - | 11 744 | - | 11 744 | 15 | 11 759 |
| Other comprehensive income/(expense) |
- | - | - | 3 050 | 3 050 | (25) | 3 025 |
| Total comprehensive income for the period |
- | - | 11 744 | 3 050 | 14 794 | (10) | 14 784 |
| Balance at 31 December 2020 |
661 | 88 532 | 3 491 | 8 620 | 101 304 | 264 | 101 568 |
| Balance at 1 January 2021 |
661 | 88 532 | 3 491 | 8 620 | 101 304 | 264 | 101 568 |
| Total comprehensive income |
|||||||
| Profit for the period |
- | - | (2 973) | - | (2 973) | (7) | (2 980) |
| Total comprehensive income for the period |
- | - | - | 6 764 | 6 764 | (18) | 6 746 |
| Total comprehensive income for the period |
- | - | (2 973) | 6 764 | 3 791 | (25) | 3 766 |
| Balance at 30 June 2021 |
661 | 88 532 | 518 | 15 384 | 105 095 | 239 | 105 334 |
The notes on pages 8 to 28 are an integral part of these condensed consolidated interim financial statements.
The above requirement of the Law is not applied in the case of the Company due to the fact that its owners are not residents in Cyprus for tax purposes.
(in USD thousand, unless otherwise stated)
| Note | 30 June 2021 |
30 June 2020 |
|
|---|---|---|---|
| Cash flows from operating activities: |
|||
| Profit/(Loss) for the period |
(2 980) | (3 594) | |
| Adjustments for: |
|||
| Depreciation | 1 028 | 1 209 | |
| Fair value gain on financial assets at fair value through profit |
|||
| or loss | 396 | (590) | |
| Impairment of inventories |
9 | 1 414 | 1 288 |
| (Gain)/Loss from changes in fair value less cost to sell of |
|||
| biological assets and agriculture produce |
(293) | (7 072) | |
| Net impairment of trade and other receivables |
9 | - | 6 |
| Interest income |
10 | (103) | (87) |
| Income from reversal of impairment of PPE |
10 | - | - |
| Interest expense |
10 | 1 741 | 1 733 |
| Loss on disposal of property, plant and equipment |
9 | - | - |
| Loss/(income) on disposal of current assets |
- | 8 | |
| Foreign exchange gain |
10 | (1 992) | 8 370 |
| Income tax expense |
- | 23 | |
| Cash flow from operations before working capital changes |
(789) | 1 294 | |
| Change in inventories |
9 961 | 14 674 | |
| Change in biological assets |
(16 157) | (16 600) | |
| Change in trade and other receivables |
2 696 | 2 194 | |
| Change in trade and other payables |
(102) | 555 | |
| Income tax paid |
- | - | |
| Net cash from operating activities |
(4 391) | 2 117 | |
| Cash flow from investing activities |
|||
| Acquisition of property, plant and equipment |
(4 117) | (1 041) | |
| Acquisition of financial instruments at FVTPL |
- | - | |
| Proceeds from sale of financial instruments at FVTPL |
- | 500 | |
| Net cash used in investing activities |
(4 117) | (541) | |
| Repayment of loans and borrowings |
- | - | |
| Interest on Notes paid |
- | - | |
| Repayment of principal portion of lease liabilities |
(1 795) | - | |
| Repayment of interest portion of lease liabilities |
(1 741) | (449) | |
| Net cash used in financing activities |
(3 536) | (449) | |
| Net decrease in cash and cash equivalents |
(12 044) | 1 127 | |
| Cash and cash equivalents at the beginning of the period |
25 055 | 11 938 | |
| Effect from translation into presentation currency |
6 746 | (2 824) | |
| Cash and cash equivalents at the end of the period |
18 | 19 757 | 10 241 |
(in USD thousand, unless otherwise stated)
Agroton Public Limited (the "Company") was incorporated in Cyprus on 21 September 2009 as a public company with limited liability under the Cyprus Companies Law, Cap. 113. The Company was listed at the main market of Warsaw Stock Exchange on 8 November 2010.
The Company's registered office is at 1 Lampousas Street, 1095 Nicosia, Cyprus.
The principal activities of the Group are grain and oil crops growing, agricultural products storage and sale, cattle breeding (milk cattle-breeding, poultry farming) and milk processing. The poultry farming business has been temporarily abandoned due to the military clashes and armed conflict in Eastern Ukraine.
The Group's subsidiaries, country of incorporation, and effective ownership percentages are disclosed below:
| Company name |
Country of incorporation |
Ownership Interest 30.06.2021 |
Ownership Interest 31.12.2020 |
|---|---|---|---|
| Living LLC |
Ukraine | 99,99 % |
99,99 % |
| PE Agricultural Production Firm Agro |
Ukraine | 99,99 % |
99,99 % |
| Agroton PJSC |
Ukraine | 99,99 % |
99,99 % |
| LLC Belokurakinskiy Elevator |
Ukraine | 99,99 % |
99,99 % |
| Agro Meta LLC (i) |
Ukraine | 99,99 % |
99,99 % |
| Rosinka-Star LLC |
Ukraine | 99,99 % |
99,99 % |
| Etalon-Agro LLC (i) |
Ukraine | 99,99 % |
99,99 % |
| ALLC Noviy Shlyah |
Ukraine | 99,99 % |
99,99 % |
| ALLC Shiykivske |
Ukraine | 94,59 % |
94,59 % |
| Agro-Chornukhinski Kurchata LLC |
Ukraine | 99,89 % |
99,89 % |
| Agro-Svinprom LLC (ii) |
Ukraine | 99,89 % |
99,89 % |
| Agroton BVI Limited |
British Virgin Islands |
100,00 % |
100,00 % |
| Gefest LLC (i) |
Ukraine | 100,00 % |
100,00 % |
| LLC Lugastan |
Ukraine | 99,99 % |
99,99 % |
| LLC Siverskiy Elevator |
Ukraine | 100,00 % |
100,00 % |
(i) Agro Meta LLC, Etalon-Agro LLC, and Gefest LLC are in the process of liquidation. (ii) In July 2011 the management of Living LLC resolved to dispose subsidiary of the Group namely Agro-Svinprom LLC engaged in the pig-breeding.
The parent company of the Group is Agroton Public Limited with an issued share capital of 21 670 000 ordinary shares with nominal value € 0,021 per share.
(in USD thousand, unless otherwise stated)
The shares at 30 June 2021 and as at the date of issue of these condensed consolidated interim financial statements were distributed as follows:
| 30 June |
31 December 2020 | |||
|---|---|---|---|---|
| Shareholder | Number of Shares |
Ownership interest, % |
Number of Shares |
Ownership interest, % |
| Mr. Iurii Zhuravlov |
18 306 665 |
84,48 % |
16 851 979 |
77,77 % |
| Others | 3 363 335 |
15,52 % |
4 818 021 |
22,23 % |
| 21 670 000 |
100,00 % |
21 670 000 |
100,00 % |
The condensed consolidated interim financial statements of the Company as at and for the six months ended 30 June 2021 comprise the financial statements of the Company and its subsidiaries (together with the Company, the ''Group'').
These condensed consolidated interim financial statements for the six months ended 30 June 2021 have been prepared in accordance with International Accounting Standard (IAS) 34 ''Interim Financial Reporting'' and were not audited by the external independent auditors of the Group. These condensed consolidated interim financial statements do not include all the information required for a complete set of IFRS financial statements. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group's financial position and performance since the last annual consolidated financial statements as at and for the year ended 31 December 2020.
These condensed consolidated interim financial statements have been prepared under the historical cost convention except for the following:
(in USD thousand, unless otherwise stated)
The functional currencies of the companies of the Group are the Ukrainian Hryvnia (UAH) and United States Dollar (USD). The currency of Cyprus is Euro, but the principal exposure of the parent undertaking is in US dollars, therefore the functional currency of the Company is considered to be USD. Transactions in currencies other than the functional currency of the Group's companies are treated as transactions in foreign currencies. The Group's management decided to use US dollar (USD) as the presentation currency for financial and management reporting purposes. Exchange differences arising are classified as equity and transferred to the translation reserve.
The exchange rates used in preparation of these condensed consolidated interim financial statements, are as follows:
| Currency | 30 June 2021 | Average for the | 31 December |
Average for the |
31 December |
|---|---|---|---|---|---|
| six months ended 30 June 2021 |
2020 | six months ended 30 June 2020 |
2019 | ||
| US dollar - UAH |
27,1763 | 27,7788 | 28,2746 | 25,9834 | 23,6862 |
These condensed consolidated interim financial statements have been prepared under the going concern basis, which assumes the realisation of assets and settlement of liabilities in the course of ordinary economic activity. Renewals of the Group's assets, and the future activities of the Group, are significantly influenced by the current and future economic environment in Ukraine. The Board of Directors and Management are closely monitoring the events in the current operating environment of the Group as described in note 25 to the condensed consolidated interim financial statements and has assessed the current situation and there is no indication of adverse effects while at the same time are taking all the steps to secure Group's short and long term viability. To this effect, they consider that the Group is able to continue its operations as a going concern.
As from 1 January 2021, the Group adopted all changes to International Financial Reporting Standards (IFRSs) as adopted by EU which are relevant to its operations. This adoption did not have a material effect on the condensed consolidated financial statements of the Group.
A number of new standards and amendments to standards are effective for annual periods beginning after 1 January 2021 and earlier application is permitted; however, the Group has not early adopted them in preparing these condensed consolidated interim financial statements. Their adoption in the next reporting periods is not expected to have a material impact on the Group.
(in USD thousand, unless otherwise stated)
The accounting policies applied in these condensed consolidated interim financial statements are the same as those applied in the Group's annual consolidated financial statements as at and for the year ended 31 December 2020.
| 30 June 2021 | 30 June 2020 | |
|---|---|---|
| Sales of goods | 17 100 | 13 496 |
| Rendering of services | 45 | 353 |
| Total | 17 145 | 13 849 |
Revenue generated from sale of goods was as follows:
| 30 June 2021 | 30 June 2020 | |
|---|---|---|
| Livestock and related revenue | 1 395 | 1 213 |
| Winter wheat | 33 | 32 |
| Sunflower | 15 630 | 12 139 |
| Corn in grain | 3 | 60 |
| Vegetable oil and protein meals | 11 | - |
| Other agricultural crops | 28 | 52 |
| Total | 17 100 | 13 496 |
Sales volume for main agricultural products in tonnes was as follows:
| 30 June 2021 | 30 June 2020 | |
|---|---|---|
| Winter wheat | 171 | 225 |
| Sunflower | 18 267 | 37 461 |
| Corn in grain | 24 | 572 |
| Vegetable oil and protein meals | - | - |
| Total | 18 462 | 38 258 |
Sales volume for milk yield for the six months ended 30 June 2021 was 2 761 tonnes (30 June 2020: 3 097 tonnes).
Revenue generated from rendering of services relates to storage and handling services provided to third parties.
Livestock and related revenue includes revenue from poultry and other livestock related products.
(in USD thousand, unless otherwise stated)
| 30 June 2020 | |
|---|---|
| 1 556 | 1 216 |
| 14 181 | 11 079 |
| - | - |
| 360 | 281 |
| 16 097 | 12 576 |
| 30 June 2021 |
| 30 June 2021 | 30 June 2020 | |
|---|---|---|
| Government grants | - | 21 |
| Reversal of provision for bad debts | - | 12 |
| Income from reversal of impairment of PPE | - | - |
| Other income | 31 | 58 |
| Total | 31 | 91 |
| 30 June 2021 | 30 June 2020 | |
|---|---|---|
| Personnel expenses | 2 239 | 867 |
| Amortisation of intangible assets | - | 5 |
| Depreciation charge | 45 | 23 |
| Transportation expenses | - | 51 |
| Materials | 74 | 3 |
| Insurance | 1 | 1 |
| Professional fees | 46 | 115 |
| Communication services | 3 | 30 |
| Other expenses | 258 | 131 |
| Total | 2 666 | 1 226 |
| 30 June 2021 | 30 June 2020 | |
|---|---|---|
| Transportation expenses | 23 | 22 |
| Other expenses | - | - |
| Total | 23 | 22 |
(in USD thousand, unless otherwise stated)
| 30 June 2021 | 30 June 2020 | |
|---|---|---|
| Depreciation charge | 1 | 8 |
| Loss on disposal of property, plant and equipment | - | - |
| Loss on disposal of land lease rights | - | - |
| Impairment of inventories | 1 414 | 1 288 |
| Fines and penalties | - | 1 |
| Other expenses | 188 | 30 |
| Total | 1 603 | 1 327 |
| 30 June 2021 | 30 June 2020 | |
|---|---|---|
| Interest income | 103 | 87 |
| Profit on foreign exchange differences | 1 974 | - |
| Finance income | 2 077 | 87 |
| Finance costs on lease liabilities | (1 741) |
(1 733) |
| Interest on non-bank loans | - | - |
| Interest on notes | - | - |
| Loss on foreign exchange differences | - | (8 370) |
| Finance costs | (1 741) |
(10 103) |
| Net finance (costs)/income | 336 | (10 016) |
During the six months ended 30 June 2021, the Group acquired items of property, plant and equipment with a cost of USD 4 117 thousand (the six months ended 30 June 2020: USD 1 041 thousand).
The Group's right-of-use assets represent leases of plough-land from individuals. The total size of leased plough-land at 30 June 2021 is 94 thousand hectares (31 December 2020: 94 thousand hectares).
(in USD thousand, unless otherwise stated)
Biological assets were presented as follows:
| 30 June 2021 | 30 December 2020 | |
|---|---|---|
| Crops under cultivation | 23 168 | 6 702 |
| Animals in growing and fattening | 337 | 570 |
| Total current biological assets | 23 505 | 7 272 |
| Cattle | 939 | 903 |
| Total non-current biological assets | 939 | 903 |
| Total | 24 444 | 8 175 |
At 30 June 2021 and 31 December 2020 the crops under cultivation were presented as follows:
| 30 June 2021 | 30 December 2020 | |||
|---|---|---|---|---|
| Thousands of hectares |
Carrying values |
Thousands of hectares |
Carrying values |
|
| Winter wheat plantings | 26 | 8 023 | 38 | 6 694 |
| Corn plantings | 1 | 135 | - | - |
| Sunflower plantings | 27 | 12 877 | - | - |
| Winter rape plantings | 1 | - | - | - |
| Other plantings | 1 | 2 133 | - | 8 |
| Total | 56 | 23 168 | 38 | 6 702 |
The main crops harvested and the fair value at the time of harvesting was as follows:
| 30 June 2021 | 30 December 2020 | |||
|---|---|---|---|---|
| Volume, tonnes | Amount, USD thousand |
Volume, tonnes |
Amount, USD thousand |
|
| Winter wheat | 60 | 11 | 162 271 | 30 429 |
| Sunflower | - | - | 74 531 | 28 595 |
| Corn | - | - | 9 144 | 409 |
| Other sowing | 1 930 | 121 | 13 839 | 865 |
| Total | 1 990 | 132 | 259 785 | 60 298 |
Other sowing mainly includes grass plants for production of animal feed.
Expenses capitalised in biological assets mainly include fertilisers, fuel, seeds and labour.
(in USD thousand, unless otherwise stated)
Non-current biological assets:
| 30 June 2021 | 30 December 2020 | |||
|---|---|---|---|---|
| Number, heads | Fair value | Number, heads |
Fair value | |
| Cattle | 1 035 | 939 | 1 020 | 903 |
| Total | 1 035 | 939 | 1 020 | 903 |
Animals in growing and fattening:
| 30 June 2021 | 30 December 2020 | |||
|---|---|---|---|---|
| Number, heads | Fair value | Number, heads |
Fair value | |
| Cattle | 1 005 | 476 | 1 204 | 570 |
| Horses | 2 | 1 | - | - |
| Total | 1 007 | 477 | 1 204 | 570 |
Expenses capitalised in biological assets of animals include mixed folder, electricity, labour, depreciation and other.
| 30 June 2021 | 31 December 2020 | |
|---|---|---|
| US Treasury notes | 14 722 | 15 123 |
| Bank of Cyprus Holdings Plc | 72 | 72 |
| Total | 14 794 | 15 195 |
| 30 June 2021 | 31 December 2020 | |
|---|---|---|
| Current assets | ||
| Loans to related parties | 18 549 | 18 549 |
| Loans to third parties | 5 767 | 5 767 |
| Provision for impairment | (5 767) | (5 767) |
| Total | 18 549 | 18 549 |
(in USD thousand, unless otherwise stated)
(in USD thousand, unless otherwise stated)
| 30 June 2021 | 31 December 2020 | |
|---|---|---|
| Raw materials | 3 076 | 2 074 |
| Work-in-progress | 1 289 | 3 184 |
| Agricultural produce | 433 | 9 811 |
| Other | 79 | 998 |
| Total | 4 877 | 16 067 |
| 30 June 2021 | 30 December 2020 | |
|---|---|---|
| Winter wheat | 5 | 34 |
| Sunflower | 148 | 9 202 |
| Corn | 4 | 4 |
| Other agricultural crops | 276 | 571 |
| Total | 433 | 9 811 |
| 30 June 2021 | 30 December 2020 | |
|---|---|---|
| Winter wheat | 32 | 197 |
| Sunflower | 472 | 20 067 |
| Corn | 41 | 25 |
| Total | 545 | 20 289 |
(in USD thousand, unless otherwise stated)
| 30 June 2021 |
31 December 2020 | |
|---|---|---|
| Trade receivables | 488 | 2 787 |
| Provision for impairment of receivables | (2) | (2) |
| Trade receivables, net | 486 | 2 785 |
| Prepayments to suppliers | 758 | 1 570 |
| Other receivables | 34 306 | 33 852 |
| Provision for impairment of prepayments and other | ||
| receivables | (33 140) | (33 140) |
| VAT recoverable | 689 | 724 |
| Total | 3 099 | 5 791 |
On 29 June 2012, the Company entered into a preliminary agreement with Stiomi Agri Limited ('Seller') for the acquisition of 100% of the issued share capital of Private Enterprise 'Peredilske'. The partiesagreed that the price for transfer of the company's shares amounting to USD 23 080 000.
On 26 December 2012, the Company entered into a preliminary agreement with Stiomi Agri Limited ('Seller') for the acquisition of 100% of the issued share capital of Limited Liability Company 'Skhid Potencial-Resurs'. The parties agreed that the price for transfer of the company's shares shall amount to USD 10 000 000.
On 3 September 2013 both agreements for the acquisition of PE "Peredilske" and of LLC "Skhid- Potencial-Resurs" have been cancelled. The parties agreed that the whole amount paid should be returned to the Company within twelve months of the signing of the cancellation agreements, either in cash and/or an equivalent market value's worth of agricultural goods.
Due to political and economic developments and military conflict in Eastern Ukraine, Stiomi Agri Limited is currently unable to repay this amount to the Group. It is highly probable that this amount will never be recovered, therefore an impairment loss for USD 33 080 thousand was recognised in 2014.
| 30 June 2021 | 31 December 2020 | |
|---|---|---|
| Fixed deposit | - | 50 |
| Cash at bank - USD |
19 227 | 22 974 |
| Cash at bank - UAH |
530 | 2 030 |
| Cash at bank - Euro |
- | 1 |
| Cash in hand | 0 | |
| Total | 19 757 | 25 055 |
(in USD thousand, unless otherwise stated)
| 30 June 2021 | 31 December 2020 | |
|---|---|---|
| Non-current liabilities | ||
| Lease liabilities | 7 548 | 9 019 |
| 7 548 | 9 019 | |
| Current liabilities | ||
| Lease liabilities | 5 927 | 5 697 |
| 5 927 | 5 697 | |
| Total lease liabilities | 13 475 | 14 716 |
Lease liabilities represent Group's obligations recognised in respect of the Group's right-of-use assets in respect of operating leases of plough-land from individuals.
| 30 June 2021 | 31 December 2020 | ||
|---|---|---|---|
| Current liabilities | |||
| Loan from owner | 128 | 128 | |
| Total loans and borrowings | 128 | 128 | |
| 30 June 2021 | 31 December 2020 | |
|---|---|---|
| Trade payables | 985 | 637 |
| Payroll and related expenses accrued | 1 706 | 1 790 |
| Advances received | 3 | 16 |
| Liabilities for other taxes and mandatory payments | 62 | 134 |
| VAT payable | - | 756 |
| Accrued expenses | 2 | 25 |
| Other provisions | - | - |
| Other liabilities | 8 | 60 |
| Total | 2 766 | 3 418 |
(in USD thousand, unless otherwise stated)
As at 30 June 2021 and the date of this report, the Company is controlled by Mr. Iurii Zhuravlov, who holds directly 77,77% of the Company's share capital. The remaining 22,23% of the shares is widely held.
For the purposes of these condensed consolidated interim financial statements, parties are considered to be related if one party has the ability to control the other party, is under common control, or can exercise significant influence over the other party in making financial or operational decisions. In considering each possible related party relationship, attention is directed to the substance of the relationship, not merely the legal form.
According to these criteria the related parties of the Group are divided into the following categories:
Salary costs of key management personnel for the six months ended 30 June 2021 and 30 June 2020 were as follows:
| 30 June 2021 | 31 December 2020 | |
|---|---|---|
| Wages and salaries | 2 864 | 3 639 |
| Contributions to social funds | 24 | 30 |
| Total | 2 888 | 3 669 |
Key management personnel include Directors (Executive and Non-Executive), the Chief Financial Officer, the Chief Agronomist, the Head of the Food Production Division and the Head of the Livestock Division.
| 30 June 2021 |
30 June 2020 |
|
|---|---|---|
| Number of key management personnel, persons |
10 | 11 |
For the six months ended 30 June 2021
(in USD thousand, unless otherwise stated)
Outstanding balances with related parties:
| 30 June 2021 | 31 December 2020 | |
|---|---|---|
| Loans receivable | ||
| d. Companies and individuals significantly influencing the Group and having an interest in equity of Group's companies Mr Iurii Zhuravlov - Chief Executive Officer Total |
18 549 18 549 |
18 549 18 549 |
| Loans payable | ||
| d. Companies and individuals significantly influencing the Group and having an interest in equity of Group's companies Mr Iurii Zhuravlov - Chief Executive Officer Total |
128 128 |
128 128 |
| The Group's transactions with related parties: Finance income |
30 June 2021 | 31 December 2020 |
| d. Companies and individuals significantly influencing the Group and having an interest in equity of Group's companies Mr Iurii Zhuravlov - Chief Executive Officer |
||
| Total | - - |
- - |
| Expenses | ||
| c. Key management personnel | 2 888 | 3 669 |
| Total | 2 888 | 3 669 |
A reportable segment is a separable component of a business entity that produces goods or provides services to individuals (or groups of related products or services) in a particular economic environment that is subject to risks and generates revenues other than risks and income of those components that are peculiar to other reportable segments.
Reportable segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. All reportable segments' results are reviewed regularly by the Group's CEO to make decisions about resources to be allocated to the segment and to assess its performance, and for which discrete financial information is available.
The operating businesses are organised and managed separately according to the nature of products and services provided, with each segment representing a strategic business unit that offers different products and serves different markets.
(in USD thousand, unless otherwise stated)
For the six months ended 30 June 2021 the Group identified the following reportable segments, which include products and services, that differ by levels of risk and conditions of generation of income:
No operating segments have been aggregated to form the above reportable operating segments.
Transfer prices between operating segments are on an arm's length basis in a manner similar to transactions with third parties.
Management monitors the operating results of each of the unit separately for the purpose of making decisions about resources allocation and evaluation of operating results.
Segment performance is evaluated based on operating profit or loss and is measured consistently with operating profit or loss in the condensed consolidated interim financial statements. Group financing (including finance expense and finance income) and income taxes, are managed on a group basis and are not allocated to operating segments.
(in USD thousand, unless otherwise stated)
Information by reportable segment is presented as follows:
| For the six months ended 30 June 2020 | Livestock | Plant breeding |
Vegetable oil and protein meal |
Other | Group level |
Total |
|---|---|---|---|---|---|---|
| Total revenue | 1 679 | 19 171 | - | 8 078 | - | 28 928 |
| Inter-segment sales | (466) | (6 888) | - | (7 725) | - | (15 079) |
| External revenues | 1 213 | 12 283 | - | 353 | - | 13 849 |
| Net change in fair value less cost to sell of biological assets and agricultural produce |
(309) | 7 381 | - | - | - | 7 072 |
| Expenses (excluding depreciation and amortisation | (2 136) | (20 660) | - | (482) | - | (23 278) |
| Profit for the period (excluding depreciation and amortisation) | (1 232) | (996) | - | (129) | - | (2 357) |
| Depreciation and amortisation | (124) | (987) | - | (103) | - | (1 214) |
| (Loss)/profit before taxation from continuing operations | (1 356) | (1 983) | - | (232) | - | (3 571) |
| Reportable segment assets | 4 091 | 74 727 | - | 5 413 | 27 887 | 112 118 |
| Reportable segment liabilities | 572 | 24 734 | - | 167 | 613 | 26 086 |
For the six months ended 30 June 2021
(in USD thousand, unless otherwise stated)
| For the six months ended 30 June 2021 | Livestock | Plant breeding |
Vegetable oil and protein meal |
Other | Group level |
Total |
|---|---|---|---|---|---|---|
| Total revenue | 1 654 | 15 744 | 15 | 614 | - | 18 027 |
| Inter-segment sales | (260) | (51) | (3) | (569) | - | (883) |
| External revenues | 1 395 | 15 693 | 12 | 45 | - | 17 145 |
| Net change in fair value less cost to sell of biological assets and agricultural produce |
282 | 11 | - | - | - | 293 |
| Expenses (excluding depreciation and amortisation | (1 779) | (17 210) | - | (402) | - | (19 390) |
| Profit for the period (excluding depreciation and amortisation) | (102) | (1 506) | 12 | (357) | - | (1 952) |
| Depreciation and amortisation | (105) | (836) | - | (87) | - | (1 028) |
| (Loss)/profit before taxation from continuing operations | (207) | (2 342) | 12 | (444) | - | (2 980) |
| Reportable segment assets | 4 459 | 81 454 | - | 5 900 | 30 398 | 122 211 |
| Reportable segment liabilities | 370 | 16 001 | - | 108 | 397 | 16 876 |
(in USD thousand, unless otherwise stated)
The Group's operations are subject to seasonal fluctuations as a result of weather conditions. In particular, the cultivation of crops is adversely affected by winter weather conditions, which occur primarily from January to March. The first half of the year typically results in lower revenues and results for cultivations.
As a result of the annual cycle of crops producing and the Group's attempts to take an advantage of seasonal price changes by managing inventory in its storage facilities, the Group's Plant breeding segment is subject to seasonal fluctuations. Profits of this segment tend to be higher in the first half of a year.
The Cyprus economy has been adversely affected during the last few years by the economic crisis. The negative effects have to some extent been resolved, following the negotiations and the relevant agreements reached with the European Commission, the European Central Bank and the International Monetary Fund (IMF) for financial assistance which was dependent on the formulation and the successful implementation of an Economic Adjustment Program. The agreements also resulted in the restructuring of the two largest (systemic) banks in Cyprus through a "bail in".
The Cyprus Government has successfully completed earlier than anticipated the Economic Adjustments Program and exited the IMF program on 7 March 2016, after having recovered in the international markets and having only used €7,25 billion of the total €10 billion earmarked in the financial bailout. Under the new Euro area rules, Cyprus will continue to be under surveillance by its lenders with bi- annual post-program visits until it repays 75% of the economic assistance received.
Although there are signs of improvement, especially in the macroeconomic environment of the country's economy including growth in GDP and reducing unemployment rates, significant challenges remain that could affect the estimates of the Company's cash flows and its assessment of impairment of financial and non-financial assets.
The Group conducts its operations mainly in Ukraine. Ukraine's political and economic situation has deteriorated significantly since 2014. Following political and social unrest in early 2014, in March 2014, various events in Crimea led to the accession of the Republic of Crimea to the Russian Federation, which was not recognised by Ukraine and many other countries. This event resulted in a significant deterioration of the relationship between Ukraine and the Russian Federation. Following the instability in Crimea, regional tensions have spread to the Eastern regions of Ukraine, primarily Donetsk and Lugansk regions. In May 2014, protests in those regions escalated into military clashes and armed conflict between supporters of the self-declared republics of the Donetsk and Lugansk regions and the Ukrainian forces, which continued throughout the date of these financial statements. As a result of this conflict, part of the Donetsk and Lugansk regions remains under control of the self-proclaimed republics, and Ukrainian authorities are not currently able to fully enforce Ukrainian laws on this territory.
(in USD thousand, unless otherwise stated)
During 2015 and 2016 the anti-crisis measures undertaken by the Ukrainian government and NBU as well as financing through the extended fund facilities (EFF) agreed with International Monetary Fund (IMF) enabled the country to achieve a certain level of economic and political stability and provided the basis for economic recovery on the territory controlled by Ukraine. In 2016 and 2017 Ukraine's GDP grew by 2.3% and 2.1% respectively. This allowed NBU to ease some foreign exchange restrictions imposed since 2014, including a decrease in the share of the mandatory foreign currency conversion to 65% andpermission of dividends remittance. However, certain other restrictions were prolonged.
Signs of economic recovery demonstrated in prior year continued in 2018, with inflation reducing to 9.8% from 13.7% in 2017 and GDP showing a gradual growth of 3.4% (2017: 2.5%), level of deposits in the banking sector growing, losses of the corporate and banking sectors decreasing. During 2019 the Ukrainian economy continued its growth with GDP increasing by 3.2%, inflation being 4.1% and Ukrainian Hryvnia appreciating against US Dollar by 14.5% on annual average basis. In view of these developments and in order to support international investments and trade, NBU withdrew all its requirements on mandatory sale of foreign currency proceeds and removed all its restrictions on remittance of dividends.
During 2018 the Ukrainian economy proceeded with recovery from the economic and political crisis of previous years and demonstrated a sound GDP growth of 3.4% (2017: 2.5%), decline in annual inflation of 9.8% (2017: 13.7%), and relatively stable foreign exchange rate of Ukrainian national currency.
On 11 March 2020, the World Health Organisation declared the Coronavirus COVID-19 outbreak to be a pandemic in recognition of its rapid spread across the globe. Many governments are taking increasingly stringent steps to help contain, and in many jurisdictions, now delay, the spread of the virus, including: requiring self-isolation/ quarantine by those potentially affected, implementing social distancing measures, and controlling or closing borders and "locking-down" cities/regions or even entire countries. These measures have slowed down both the broader Cyprus and world economies and the operations ofthe Group. As at the date of release of the consolidated financial statements the Group continues its operating activities without major disruptions: sowing campaign has been performed as planned, new volumes of agroproduce have been contracted with customers, the harvesting has commenced and is ongoing as expected. Therefore, unless the situation changes, the Group does not plan any significant adjustments to its annual budgeted numbers for the year ended 31 December 2020.
The final resolution and the effects of the political and economic crisis are difficult to predict but may have further severe effects on the Ukrainian economy.
Whilst management believes it is taking appropriate measures to support the sustainability of the Group's business in the current circumstances, a continuation of the current unstable business environment could negatively affect the Group's results and financial position in a manner not currently determinable. These consolidated financial statements reflect management's current assessment of the impact of the Ukrainian business environment on the operations and the financial position of the Group. The future business environment may differ from management's assessment.
(in USD thousand, unless otherwise stated)
Going concern basis following the economic and political environment
The dangers which may arise from unexpected external factors such as competition, and the further deterioration of the market conditions cannot be ignored. All these factors were analysed above. Having regard to the fact that the Company has fully settled its obligations on the Notes without incurring any additional liabilities, the Board of Directors believes that the Group will remain a going concern and that no indications of any kind of threat of liquidation exists in the foreseeable future.
The condensed consolidated interim financial statements do not include any adjustments that would be necessary in case the Group was not able to continue operating as a going concern.
The exposure of the Group to the economic environment and possible impact is disclosed in note 25 to the condensed consolidated interim financial statements.
As a result of unstable economic environment in Ukraine, tax authorities in Ukraine pay more and more attention to the business cycles. In connection with this, tax laws in Ukraine are subject to frequent changes. Furthermore, there are cases of their inconsistent application, interpretation and execution. Non- compliance with laws and regulations may lead to severe fines and penalties.
The Company operates in the Cypriot tax jurisdiction and its subsidiaries in tax jurisdiction of the respective countries of incorporation. The Group's management must interpret and apply existing legislation to transactions with third parties and its own activities. Significant judgment is required in determining the provision for direct and indirect taxes. There are transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made. The Group's uncertain tax positions are reassessed by management at every reporting period end. Liabilities are recorded for income tax positions that are determined by management as more likely than not to result in additional taxes being levied if the positions were to be challenged by the tax authorities.
The assessment is based on the interpretation of tax laws that have been enacted or substantively enacted by the reporting period and any known court or other rulings on such issues. Liabilities for penalties, interest and taxes other than on income are recognised based on management's best estimate of the expenditure required to settle the obligations at the reporting period.
The Group considers that it operates in compliance with tax laws of Ukraine, although, a lot of new laws about taxes and transactions in foreign currency have been adopted recently, and their interpretation is rather ambiguous.
(in USD thousand, unless otherwise stated)
In the course of its economic activities, the Group is involved in legal proceedings with third parties. In most cases, the Group is the initiator of such proceedings with the purpose of preventing or mitigating of economic losses.
The Group's management considers that as at the reporting period end, active legal proceedings on such matters will not have any significant influence on its financial position.
Most employees of the Group receive pension benefits from the Pension Fund, a Ukrainian Government organisation in accordance with the applicable laws and regulations of Ukraine. The Group is obliged to deduct and contribute a certain percentage of salaries to the Pension Fund to finance the benefits. The only obligation of the Group with respect to this pension plan is to make the specified contributions from salaries.
At 30 June 2021 and 31 December 2020 the Group's entities had no liabilities for any supplementary pensions, health care, insurance benefits or retirement indemnities to its current or former employees.
Events referred to in note 25 to the condensed consolidated interim financial statements will continue to influence the Group's operations in 2021. While management believes it is taking all necessary measures to maintain the sustainability of the business in the current circumstances, a further deterioration of economic and political conditions in Ukraine could adversely affect the Group's results and financial position, so that it is currently impossible to predict.
On 30 August 2021 the Board of Directors of Agroton Public Limited approved and authorised these condensed consolidated interim financial statements for issue.
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