Interim / Quarterly Report • Aug 31, 2015
Interim / Quarterly Report
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CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (NON-AUDITED)
For the six months ended 30 June 2015
For the six months ended 30 June 2015
| Pages | |
|---|---|
| Board of Directors and other officers | 3 |
| Declaration of the members of the Board of Directors and the person responsible for the preparation of the condensed consolidated interim financial statements |
4 |
| Condensed consolidated statement of comprehensive income | 5 |
| Condensed consolidated statement of financial position | 6 |
| Condensed consolidated statement of changes in equity | 7 |
| Condensed consolidated statement of cash flows | 8 - 9 |
| Notes to the condensed consolidated interim financial statements | 10 - 25 |
| Board of Directors: | Iurii Zhuravlov (Chief Executive Officer) Tamara Lapta (Deputy Chief Executive Officer) Larisa Orlova (Executive Director) 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 |
| Company Secretary: | Inter Jura Cy (Services) Limited |
| Legal Advisors | K. Chrysostomides & Co LLC |
| Registered office: | 1 Lampousas Street 1095 Nicosia Cyprus |
| Iurii Zhuravlov | |
|---|---|
| Tamara Lapta | |
| Larysa Orlova | |
| Borys Supikhanov | Dayneenohuuy |
| Volodymyr Kudryavtsev |
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the six months ended 30 June 2015
(in thousand USD, unless otherwise stated)
| Note | 30 June 2015 | 31 December 2014 | |
|---|---|---|---|
| Continuing operations: | |||
| Revenue | 4 | 17 872 | 58 968 |
| Cost of sales | 5 | (17 351) | (60 003) |
| Net change in fair value less cost to sell of biological assets and | (206) | 19 789 | |
| agricultural produce | |||
| Gross profit | 315 | 18 754 | |
| Other operating income | 6 | 2 489 | 4 872 |
| Administrative expenses | (957) | (2 966) | |
| Distribution expenses | (382) | (1 498) | |
| Other operating expenses | 7 | (55) | (2 830) |
| Profit from operating activities | 1 410 | 16 332 | |
| Impairment losses | - | (46 279) | |
| Gain on derecognition of notes | - | 4 955 | |
| Fair value losses on financial assets at fair value through | - | (155) | |
| profit or loss | |||
| Finance income | 8 | 1 883 | 3 130 |
| Finance expenses | 8 | (21 515) | (58 365) |
| Net finance costs | (19 632) | (55 235) | |
| Profit/(loss) before taxation | (18 222) | (80 382) | |
| Taxation | - | (2) | |
| Profit/(loss) from continuing operations | (18 222) | (80 384) | |
| Discontinued operations: | |||
| Loss from discontinued operations | 23 | (5) | (106) |
| Profit/(loss) for the period | (18 227) | (80 490) | |
| Other comprehensive income | |||
| Items that are or may be reclassified to profit or loss | |||
| Effect of translation into presentation currency | 10 718 | 4 215 | |
| Total comprehensive income for the period | (7 509) | (76 275) | |
| Profit/(loss) for the period attributable to: | |||
| Owners of the Company | (18 220) | (80 527) | |
| Non-controlling interests | (7) | 37 | |
| Profit/(loss) for the period | (18 227) | (80 490) | |
| Total comprehensive income attributable to: | |||
| Owners of the Company | (7 484) | (76 248) | |
| Non-controlling interests | (25) | (27) | |
| Total comprehensive income for the period | (7 509) | (76 275) | |
| Earnings per share | |||
| Basic and fully diluted profit/(loss) per share (USD) | (0,84) | (3,51) | |
| Earnings per share - continuing operations | |||
| Basic and fully diluted profit/(loss) per share (USD) | (0,84) | (3,51) |
The notes on pages 10 to 25 form an integral part of these condensed consolidated interim financial statements.
| (in thousand USD, unless otherwise stated) | |||
|---|---|---|---|
| Note | 30 June 2015 | 31 December 2014 | |
| Assets | |||
| Property, plant and equipment | $\mathcal{Q}$ | 7908 | 10792 |
| Intangible assets | 11 785 | 12 68 6 | |
| Biological assets | 10 | 2 3 2 0 | 2 4 8 9 |
| Other non-current assets | 11 | 8 1 4 2 | 8731 |
| Total non-current assets | 30 155 | 34 698 | |
| Inventories | 12 | 2571 | 19 9 32 |
| Biological assets | 10 | 16 641 | 5 9 4 8 |
| Available for sale investments | 342 | 342 | |
| Trade and other receivables | 13 | 3 3 2 2 | 2 0 4 6 |
| Cash and cash equivalents | 14 | 5 9 6 7 | 5 2 0 6 |
| Loans receivable | 15 | 31 656 | 29 7 95 |
| Assets held for sale | 23 | 26 | 30 |
| Total current assets | 60 525 | 63 299 | |
| Total assets | 90 680 | 97 997 | |
| Equity | |||
| Share capital | 661 | 661 | |
| Share premium | 88 532 | 88 532 | |
| Retained earnings | (57098) | (38 878) | |
| Foreign currency translation reserve | 4859 | (5877) | |
| Total equity attributable to owners of the Company | 36 954 | 44 438 | |
| Non-controlling interests | 175 | 200 | |
| Total equity | 37 129 | 44 638 | |
| Liabilities | |||
| Loans and borrowings | 16 | 31 130 | 31 130 |
| Total non-current liabilities | 31 130 | 31 130 | |
| Loans and borrowings | 16 | 2 1 8 6 | 1588 |
| Trade and other payables | 17 | 20 1 21 | 20 508 |
| Income tax liability | 114 | 112 | |
| Liabilities of disposal group classified as held for sale | 23 | 21 | |
| Total current liabilities | 22 4 21 | 22 2 29 | |
| Total liabilities | 53 551 | 53 359 | |
| Total equity and liabilities | 90 680 | 97 997 | |
For the six months ended 30 June 2015
(in thousand USD, unless otherwise stated)
| Share capital | Share premium (i) |
Retained earnings |
Foreign currency translation reserve |
Total equity attributable to owners of the Company |
Non controlling interests |
Total | |
|---|---|---|---|---|---|---|---|
| Balance at 1 January 2014 | 661 | 88 532 | 41 649 | (10 156) | 120 686 | 227 | 120 913 |
| Comprehensive income: | |||||||
| Loss for the period | - | - | (80 527) | - | (80 527) | 37 | (80 490) |
| Other comprehensive income | - | - | - | 4 279 | 4 279 | (64) | 4 215 |
| Total comprehensive expense for the period |
- | - | (80 527) | 4 279 | (76 248) | (27) | (76 275) |
| Transactions with owners | - | - | - | - | - | - | - |
| Balance at 31 December 2014 | 661 | 88 532 | (38 878) | (5 877) | 44 438 | 200 | 44 638 |
| Balance at 1 January 2015 | 661 | 88 532 | (38 878) | (5 877) | 44 438 | 200 | 44 638 |
| Comprehensive income: | |||||||
| Profit for the period | - | - | (18 220) | - | (18 220) | (7) | (18 227) |
| Other comprehensive income | - | - | - | 10 736 | 10 736 | (18) | 10 718 |
| Total comprehensive income for the period |
- | - | (18 220) | 10 736 | (7 484) | (25) | (7 509) |
| Transactions with owners | - | - | - | - | - | - | - |
| Balance at 30 June 2015 | 661 | 88 532 | (57 098) | 4 859 | 36 954 | 175 | 37 129 |
(i) In accordance with the Cyprus Companies Law, Cap. 113, Section 55 (2) the share premium reserve can only be used by the Company in (a) paying up unissued shares of the Company to be issued to members of the Company as fully paid bonus shares; (b) writing off the expenses of, or the commission paid or discount allowed on, any issue of shares or debentures of the Company; and (c) providing for the premium payable on redemption of any redeemable preference shares or of any debentures of the Company.
(ii) Companies which do not distribute 70% of their profits after tax, as defined by the Special Contribution for the Defence of the Republic Law, during the two years after the end of the year of assessment to which the profits refer, will be deemed to have distributed this amount as dividend. Special contribution for defence at 20% for the tax years 2012 and 2013 and 17% for 2014 and thereafter will be payable on such deemed dividend to the extent that the owners (individuals and companies) at the end of the period of two years from the end of the year of assessment to which the profits refer are Cyprus tax residents. The amount of this deemed dividend distribution is reduced by any actual dividend paid out of the profits of the relevant year at any time. This special contribution for defence is paid by the Company for the account of the owners.
The above requirements of the Law are not applied in the case of the Company due to the fact that its owners are not residents in Cyprus for tax purposes.
The notes on pages 10 to 25 form an integral part of these condensed consolidated interim financial statements.
For the six months ended 30 June 2015
(in thousand USD, unless otherwise stated)
| 30 June 2015 | 31 December 2014 | |
|---|---|---|
| Cash flows from operating activities: | ||
| (Loss)/ Profit for the year | (18 227) | (80 490) |
| Adjustments for: | ||
| Depreciation | 1 245 | 2 799 |
| Amortisation | 1 643 | 3 864 |
| Net change in fair value less cost to sell of biological assets and | ||
| agricultural produce | 206 | (19 789) |
| Impairment of harvest failure | - | 222 |
| Gain on derecognition of notes | - | (4 955) |
| Fair value losses on financial assets at fair value through profit or | - | 155 |
| loss | ||
| Impairment of inventories | - | 6 421 |
| Impairment of trade and other receivables | - | 34 148 |
| Impairment of intangible assets | - | 673 |
| Impairment of biological assets | - | 353 |
| Impairment of other non-current assets | - | 519 |
| Impairment of property, plant and equipment | - | 6 574 |
| Reversal of provision for bad debts | (428) | (39) |
| Interest income | (1 883) | (3 130) |
| Interest expenses | 619 | 2 474 |
| Trade payables written-off | - | (10) |
| Bad debts written-off | 14 | - |
| Loss on disposal of property, plant and equipment | - | 80 |
| Loss on disposal of current assets | - | 5 |
| Gain/(loss) on disposal of subsidiaries | - | 43 |
| Foreign exchange loss | 20 863 | 55 813 |
| Income tax expense | - | 2 |
| Cash flow from operations before working capital changes | 4 052 | 5 732 |
| Decrease/(increase) in inventories | 17 361 | 5 943 |
| Decrease/(increase) in biological assets | (10 524) | 333 |
| Decrease/(increase) in trade and other receivables | (1 276) | (1 603) |
| Increase/(decrease) in trade and other payables | (387) | (4 536) |
| Net cash from operating activities before tax payment | 9 226 | 5 869 |
| Income tax paid | - | (2) |
| Net cash from operating activities | 9 226 | 5 867 |
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (continued)
For the six months ended 30 June 2015
(in thousand USD, unless otherwise stated)
| 30 June 2015 | 31 December 2014 | |
|---|---|---|
| Cash flow from investing activities: | ||
| Acquisition of property, plant and equipment | (112) | (478) |
| Acquisition of intangible assets | - | - |
| Proceeds from disposal of property, plant and equipment | 8 | 12 |
| Loans granted | - | (6 000) |
| Loans repayment | - | 138 |
| Disposals of subsidiaries, net of cash acquired | - | 48 |
| Net cash used in investing activities | (104) | (6 280) |
| Cash flows from finansing activities: | ||
| Proceeds from borrowings | - | - |
| Repayment of loans and borrowings | - | - |
| Borrowing costs paid | - | - |
| Net cash used in financing activities | - | - |
| Net decrease in cash and cash equivalents | 9 122 | (413) |
| Cash and cash equivalents at the beginning of the period | 5 206 | 7 278 |
| Effect from translation into presentation currency | (8 361) | (1 659) |
| Cash and cash equivalents at the end of the period | 5 967 | 5 206 |
The notes on pages 10 to 25 form an integral part of these condensed consolidated interim financial statements.
(in thousand USD, 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 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 condensed consolidated interim financial statements of the Company as at and for the six months ended 30 June 2015 comprise the interim financial statements of the Company and its subsidiaries (together referred to as the "Group").
The Group's subsidiaries, country of incorporation, and effective ownership percentages are disclosed below:
| Country of | Effective ownership rate | ||
|---|---|---|---|
| Company name | incorporation | 30 June 2015 | 31 December 2014 |
| Living LLC | Ukraine | 99,99% | 99,99% |
| Agricultural Production Firm Agro PE | Ukraine | 99,99% | 99,99% |
| Agroton PJSC | Ukraine | 99,99% | 99,99% |
| Belokurakinskiy Elevator ALC | 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% |
| Noviy Shlyah ALLC | Ukraine | 99,99% | 99,99% |
| Shiykivske ALLC | Ukraine | 94,59% | 94,59% |
| Agro-Chornukhinski Kurchata LLC | Ukraine | 99,99% | 99,99% |
| Agro-Svinprom LLC (ii) | Ukraine | 99,99% | 99,99% |
| Agroton BVI Limited | British Virgin Islands | 100,00% | 100,00% |
| Gefest LLC (i) | Ukraine | 100,00% | 100,00% |
| Alinco PE (i) | Ukraine | 100,00% | 100,00% |
| Lugastan LLC | Ukraine | 100,00% | 100,00% |
(i) Agro Meta LLC, Etalon-Agro LLC, Gefest LLC , and Alinco PE 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 EUR 0,021 per share.
(in thousand USD, unless otherwise stated)
These condensed consolidated interim financial statements for the six months ended 30 June 2015 have been prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting". 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 2014.
These condensed consolidated interim financial statements were authorised for issue by the Company's Board of Directors on 30 August 2015.
In preparing these condensed consolidated interim financial statements, Management make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.
The significant judgements made by Management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements as at and for the year ended 31 December 2014.
The condensed consolidated interim financial statements have been prepared in accordance with the accounting policies adopted in the Group's most recent annual financial statements for the year ended 31 December 2014.
The exchange rates used in preparation of these condensed consolidated interim financial statements are as follows:
| Currency | 30 June 2015 | Average for the six months ended 30 June 2015 |
31 December 2014 |
Average for the year 2014 |
31 December 2013 |
|---|---|---|---|---|---|
| UAH-US dollar | 21,0154 | 21,3649 | 15,7686 | 11,9090 | 7,9930 |
For the six months ended 30 June 2015
(in thousand USD, unless otherwise stated)
| 30 June 2015 | 31 December 2014 |
|---|---|
| 17 535 | 56 847 |
| 337 | 2 121 |
| 17 872 | 58 968 |
The Group's total revenue is from external customers in Ukraine.
(i) Revenue generated from sale of goods was as follows:
| 30 June 2015 | 31 December 2014 | |
|---|---|---|
| Livestock and related revenue | 1 401 | 15 461 |
| Winter wheat | 3 299 | 19 233 |
| Sunflower | 12 579 | 19 038 |
| Corn in grain | 182 | 2 815 |
| Other agricultural crops | 24 | 300 |
| Other | 50 | - |
| Total | 17 535 | 56 847 |
Sales volume of main agricultural products in tonnes was as follows:
| 30 June 2015, | 31 December 2014, | |
|---|---|---|
| tonnes | tonnes | |
| Winter wheat | 33 519 | 129 602 |
| Sunflower | 37 367 | 65 716 |
| Corn in grain | 1 925 | 24 763 |
| 72 812 | 220 081 |
Sales volume of milk for the six months ended 30 June 2015 was 5 285 thousand tonnes (year ended 31 December 2014: 10 654 thousand tonnes).
(ii) The revenue generated from sales of services mainly relates to tillage, storage and handling services granted to third parties which is reflected within the revenue of plant-breeding segment in Note 18.
| 30 June 2015 | 31 December 2014 | |
|---|---|---|
| Livestock and related operations | 3 325 | 17 626 |
| Plant breeding and related operations | 14 006 | 41 657 |
| Other activity and related operations | 20 | 720 |
| 17 351 | 60 003 |
For the six months ended 30 June 2015
(in thousand USD, unless otherwise stated)
| 30 June 2015 | 31 December 2014 | |
|---|---|---|
| Government grants | 2 | 3 |
| VAT grant | 1 597 | 4 631 |
| Reversal of provision for bad debts | 428 | 39 |
| Trade payables written-off | - | 10 |
| Other income | 88 | 189 |
| 2 489 | 4 872 |
| 30 June 2015 | 31 December 2014 | |
|---|---|---|
| Depreciation charge | 4 | 36 |
| Loss on disposal of property, plant and equipment | - | 80 |
| Loss from sales of current assets | - | 5 |
| Loss on write-off and impairment of non-current assets | 7 | - |
| Impairment of trade and other receivables | - | 669 |
| Bad debts written-off | 14 | - |
| Impairment of inventories | - | 1 751 |
| Impairment of harvest failure | - | 222 |
| Donations | - | 30 |
| Other expenses | 30 | 37 |
| 55 | 2 830 |
| 30 June 2015 | 31 December 2014 | |
|---|---|---|
| Interest income | 1 883 | 3 130 |
| Finance income | 1 883 | 3 130 |
| Interest on non-bank loans | (158) | (267) |
| Interest on notes (Note 16) | (461) | (2 207) |
| Bank charges | (33) | (78) |
| Loss on foreign exchange differences | (20 863) | (55 813) |
| Finance costs | (21 515) | (58 365) |
| Net finance costs | (19 632) | (55 235) |
During the six months ended 30 June 2015, the Group acquired items of property, plant and equipment with a cost of USD 112 thousand (the year ended 31 December 2014: USD 478 thousand).
Assets with a carrying amount of USD 8 thousand were disposed of during the six months ended 30 June 2015 (during the year ended 31 December 2014: USD 92 thousand), resulting in no gain or loss on disposal (the year ended 31 December 2014: loss of USD 80 thousand, which is included in 'other income' in the condensed consolidated statement of comprehensive income).
Biological assets were presented as follows:
| 30 June 2015 | 31 December 2014 | |
|---|---|---|
| Crops under cultivation (a) | 15 710 | 4 101 |
| Animals in growing and fattening (b) | 931 | 1 847 |
| Total current biological assets | 16 641 | 5 948 |
| Cattle (c) | 2 313 | 2 482 |
| Other (c) | 7 | 7 |
| Total non-current biological assets | 2 320 | 2 489 |
| Total | 18 961 | 8 437 |
The crops under cultivation were presented as follows:
| 30 June 2015 | 31 December 2014 | ||||
|---|---|---|---|---|---|
| Area, thousands of hectares |
Amount, USD thousand |
Area, thousands of hectares |
Amount, USD thousand |
||
| Sunflower plantings | 33 | 5 272 | - | - | |
| Winter wheat plantings | 39 | 7 568 | 42 | 4 070 | |
| Other plantings | 9 | 2 870 | 1 | 31 | |
| 81 | 15 710 | 43 | 4 101 |
The increase of balances of crops under cultivation during the six months ended 30 June 2015 is primarily attributable to the spring sowing and revaluation of crops.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
For the six months ended 30 June 2015
(in thousand USD, unless otherwise stated)
The main crops harvested and the fair value at the time of harvesting were as follows:
| 30 June 2015 | 31 December 2014 | |||
|---|---|---|---|---|
| Volume, tonnes |
Amount, USD thousand |
Volume, tonnes |
Amount, USD thousand |
|
| Winter wheat | 852 | 116 | 160 031 | 24 035 |
| Sunflower | - | - | 73 848 | 22 654 |
| Corn | - | - | 26 492 | 3 275 |
| Other sowing | 11 414 | 158 | 81 540 | 2 470 |
| 12 266 | 273 | 341 911 | 52 434 |
| 30 June 2015 | 31 December 2014 | ||||
|---|---|---|---|---|---|
| Number, of heads |
Fair value | Number, of heads |
Fair value | ||
| Cattle | 3 271 | 926 | 3 296 | 1 841 | |
| Horses | 12 | 5 | 14 | 6 | |
| 3 283 | 931 | 3 310 | 1 847 |
| 30 June 2015 | 31 December 2014 | |||
|---|---|---|---|---|
| Number, of heads |
Amount, USD thousand |
Number, of heads |
Amount, USD thousand |
|
| Cattle | 2 501 | 2 314 | 2 471 | 2 482 |
| Horses | 8 | 6 | 10 | 7 |
| 2 509 | 2 320 | 2 481 | 2 489 |
For the six months ended 30 June 2015
(in thousand USD, unless otherwise stated)
As at 30 June 2015 and 31 December 2014 the other non-current assets were as follows:
| 30 June 2015 | 31 December 2014 | |
|---|---|---|
| Advances: | ||
| Advance for land lease | 8 158 | 8 000 |
| Less: amortisation | (4 000) | (3 600) |
| Advance for land lease - net | 4 158 | 4 400 |
| Prepayments: | ||
| Prepayments for the immediate right to use the elevator - gross | 10 000 | 10 000 |
| Less: Provisions for impairment | (3 591) | (3 591) |
| Less: amortisation | (2 425) | (2 078) |
| Prepayments for the immediate right to use the elevator - net | 3 984 | 4 331 |
| Total | 8 142 | 8 731 |
| 30 June 2015 | 31 December 2014 | |
|---|---|---|
| Raw materials | 347 | 686 |
| Work-in-progress (i) | 127 | 3 905 |
| Agricultural produce (ii) | 877 | 14 658 |
| Finished goods | 17 | 28 |
| Other | 1 203 | 655 |
| Total | 2 571 | 19 932 |
Work in progress includes expenditure capitalised in respect of 29 thousand hectares (31 December 2014: 72 thousand hectares) of ploughland prepared for sowing in the current or following year.
The main agricultural produce was as follows:
| 30 June 2015 | 31 December 2014 |
|---|---|
| 348 | 3 331 |
| 383 | 10 204 |
| 36 | 302 |
| 110 | 821 |
| 877 | 14 658 |
For the six months ended 30 June 2015
(in thousand USD, unless otherwise stated)
As at 30 June 2015 and 31 December 2014 the main agricultural produce volume in tonnes was presented as follows:
| 30 June 2015 | 31 December 2014 | |
|---|---|---|
| Winter wheat | 2 562 | 29 849 |
| Sunflower | 2 795 | 44 812 |
| Corn | 658 | 3 508 |
| Total | 6 015 | 78 169 |
| 30 June 2015 | 31 December 2014 | |
|---|---|---|
| Trade receivables | 1 451 | 1 494 |
| Provision for impairment of receivables | (442) | (611) |
| Trade receivables, net | 1 009 | 883 |
| Prepayments to suppliers | 2 234 | 1 098 |
| Other receivables | 33 239 | 33 305 |
| Provision for impairment of prepayments and other receivables | (33 325) | (33 566) |
| VAT recoverable | 165 | 326 |
| Total other receivables and prepayments, net | 2 313 | 1 163 |
| 3 322 | 2 046 |
| 30 June 2015 | 31 December 2014 | |
|---|---|---|
| Fixed deposit | 538 | 717 |
| Cash at bank - USD | 3 627 | 2 192 |
| Cash at bank - UAH | 1 415 | 2 274 |
| Cash at bank - Euro | 40 | - |
| Cash in hand | 347 | 23 |
| Total | 5 967 | 5 206 |
| 30 June 2015 | 31 December 2014 | |
|---|---|---|
| Loans to related parties (Note 22) | 28 525 | 26 933 |
| Loans to third parties | 3 131 | 2 862 |
| Total | 31 656 | 29 795 |
For the six months ended 30 June 2015
(in thousand USD, unless otherwise stated)
| 30 June 2015 | 31 December 2014 | |
|---|---|---|
| Non-current liabilities | ||
| Notes | 31 130 | 31 130 |
| Total | 31 130 | 31 130 |
| Current liabilities | ||
| Loan from owner (Note 22) | 1 726 | 1 588 |
| Accrued notes interest payable | 460 | - |
| Total | 2 186 | 1 588 |
As at 30 June 2015 and 31 December 2014 the trade and other payables were as follows:
| 30 June 2015 | 31 December 2014 | |
|---|---|---|
| Trade payables | 497 | 1 305 |
| Payroll and related expenses accrued | 612 | 445 |
| Advances received | - | 61 |
| Liabilities for other taxes and mandatory payments | 31 | 49 |
| Payable for operating lease of land | 1 275 | 776 |
| Accrued expenses | - | 67 |
| Other provisions | 20 | 22 |
| Other liabilities | 17 686 | 17 783 |
| Total | 20 121 | 20 508 |
The Group identified the following reportable segments, which include products and services that differ by levels of risk and conditions of generation of income:
(i) Plant breeding segment raises and sells agricultural products and renders accompanying services. The main types of agricultural produce which are sold in this reportable segment are wheat, rye, barley, sunflowers and rape. The main services which are sold in this reportable segment are ploughing, handling and grain storage services.
(ii) Livestock segment raises and sells biological assets and agricultural products of cattle breeding. The main biological assets and agricultural products which are sold in this reportable segment are poultry, cattle, pigs and milk.
No operating segments have been aggregated to form the above reportable operating segments.
The Group carries out its core financial and economic activities in the territory of Ukraine. Accordingly, the Group selects one geographical reportable segment.
Transfer prices between operating segments are on an arm's length basis in a manner similar to transactions with third parties.
For the six months ended 30 June 2015
(in thousand USD, unless otherwise stated)
| Livestock | Plant breeding |
Other | Group level | Total | |
|---|---|---|---|---|---|
| Total revenue | 1 529 | 16 548 | 30 | - | 18 107 |
| Inter-segment sales | (104) | (105) | (26) | - | (235) |
| External revenues | 1 425 | 16 443 | 4 | - | 17 872 |
| Net change in fair value less cost to sell of biological assets and agricultural produce Expenses (excluding depreciation and |
67 | (273) | - | - | (206) |
| amortization) | (3 888) | (29 101) | (11) | - | (33 000) |
| (Loss)/profit for the year (excluding depreciation and amortisation) |
(2 396) | (12 931) | (7) | - | (15 334) |
| Depreciation and amortization | (937) | (1 942) | (9) | - | (2 888) |
| (Loss)/profit before taxation from continuing operations |
(3 333) | (14 873) | (16) | - | (18 222) |
| Reportable segment assets | 5 140 | 56 052 | 381 | 29 107 | 90 680 |
| Reportable segment liabilities | 5 582 | 45 878 | 240 | 1 851 | 53 551 |
| Livestock | Plant breeding |
Other | Group level | Total | |
|---|---|---|---|---|---|
| Total revenue | 15 863 | 42 148 | 3 307 | - | 61 318 |
| Inter-segment sales | (402) | (762) | (1 186) | - | (2 350) |
| External revenues | 15 461 | 41 386 | 2 121 | - | 58 968 |
| Net change in fair value less cost to sell of | |||||
| biological assets and agricultural produce | 1 210 | 18 579 | - | - | 19 789 |
| Expenses (excluding depreciation and | |||||
| amortization) | (28 595) | (76 220) | (1 382) | - | (106 197) |
| Impairment losses | (7 491) | (38 788) | - | - | (46 279) |
| (Loss)/profit for the year (excluding | |||||
| depreciation and amortisation) | (19 415) | (55 043) | 739 | - | (73 719) |
| Depreciation and amortization | (2 346) | (4 257) | (60) | - | (6 663) |
| (Loss)/profit before taxation from | |||||
| continuing operations | (21 761) | (59 300) | 679 | - | (80 382) |
| Reportable segment assets | 10 140 | 55 889 | 1 831 | 30 137 | 97 997 |
| Reportable segment liabilities | 5 382 | 45 536 | 740 | 1 701 | 53 359 |
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 by the crisis in the Cyprus banking system in conjunction with the inability of the Republic of Cyprus to borrow from international markets. These events led to negotiations between the Republic of Cyprus and the European Commission, the European Central Bank and the International Monetary Fund (the "Troika") for financial support which resulted into the Eurogroup decisions on 25 March 2013. The decisions involved:
• the formulation of an Economic Adjustment Program for the country entailing the provision of financial assistance of up to €10 billion, the disbursements of which are subject to ongoing reviews by the Troika.
• the restructuring of the two largest(systemic) banks in Cyprus through a "bail in".
During 2014 the banking sector in Cyprus undertook significant measures in anticipation of and subsequent to the EU-wide comprehensive assessment which consisted of thorough asset quality reviews and stress tests, and as a result it was recapitalised. Nevertheless the banking sector continues to face challenges due to the high level of non-performing loans and the limited availability of credit.
The Company's management is unable to predict all developments which could have an impact on the Cyprus economy and consequently, what effect, if any, they could have on the future financial performance, cash flows and financial position of the Company.
On the basis of the evaluation performed, the Company's management has concluded that no provisions or impairment charges are necessary.
The Company's management believes that it is taking all the necessary measures to maintain the viability of the Company and the development of its business in the current business and economic environment.
Ukraine's political and economic situation has deteriorated significantly since the Government's decision not to sign the Association Agreement and the Deep and Comprehensive Free Trade Agreement with the European Union in late November 2013. Political and social unrest combined with rising regional tensions has deepened the ongoing economic crisis and has resulted in a widening of the state budget deficit and a depletion of the National Bank of Ukraine's foreign currency reserves and, as a result, a further downgrading of the Ukrainian sovereign debt credit ratings.
In February 2014, following the devaluation of the national currency, the National Bank of Ukraine introduced certain administrative restrictions on currency conversion transactions and also announced a transition to a floating foreign exchange rate regime. In March 2014, various events in Crimea led to the accession of the Republic of Crimea to the Russian Federation. 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 Donetsk and Lugansk regions escalated into military clashes and armed conflict between armed supporters of the self-declared republics of the Donetsk and Lugansk regions and the Ukrainian forces. As at the date these consolidated financial statements were authorized for issue, the instability and unrest continue, and part of the Donetsk and Lugansk regions remains under control of the self-proclaimed republics. As a result, Ukrainian authorities are not currently able to fully enforce Ukrainian laws on this territory.
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.
The dangers which may arise from unexpected external factors such as competition, and the further deterioration of the market conditions cannot be ignored. In addition the current financial position of the Company, the uncertain economic conditions in Cyprus, the unavailability of finance, the blockage of funds, together with the current instability of the banking system and the anticipated overall future economic recession may hinder the management's effort to sustain the group as a going concern. However having regard to the fact that with the consent of the Noteholders, the Company has amended the terms and conditions of the Notes with an extension of maturity date and postponement of interest payments, the Board of Directors believes that the Company will remain a going concern and that no indications of any kind of threat of liquidation exists in the foreseeable future.
The consolidated financial statements do not include any adjustments that would be necessary in case the Company was not able to continue operating as a going concern which could include:
As a result of unstable economic situation 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.As a result of unstable economic situation 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.
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 from losses in the economic sphere or minimise them
The Group's management considers that as at the reporting period, 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 required to contribute a specified percentage of the payroll 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.
As at 30 June 2015 and 31 December 2014 the Group's entities had no liabilities for supplementary pensions, health care, insurance benefits or retirement indemnities to its current or former employees.
For the six months ended 30 June 2015
(in thousand USD, unless otherwise stated)
Leases
Plough-land is leased by the Group from individuals. The total size of leased plough-land as at 30 June 2015 is 108 thousand hectares (31 December 2014: 124 thousand hectares). The average rental payment for leased plough-land in the six months ended 30 June 2015 is 3%-6% (year ended 31 December 2014: 3%-6%) from the normative value of land.
The Group had the following liabilities under land and fixed assets operating lease agreements as at 30 June 2015 and 31 December 2014:
| 30 June 2015 | 31 December 2014 | |
|---|---|---|
| Within 1 year | 2 405 | 3 647 |
| From 1 to 5 years | 5 723 | 9 087 |
| More than 5 years | 974 | 991 |
| Total | 9 102 | 13 725 |
As at 30 June 2015 and the date of signing these condensed consolidated interim financial statements, the Company is controlled by Mr. Iurii Zhuravlov, who holds 51,04% of the Company's share capital. The remaining 48,96% of the shares are widely held.
In the ordinary course of its business, the Group has engaged and continues to engage, in transactions with both related and unrelated parties.
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:
c. Key management personnel;
d. Companies and individuals significantly influencing the Group and having an interest in equity of Group's companies.
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 2015 | 31 December 2014 | |
|---|---|---|
| Number of key management personnel, persons | 12 | 12 |
For the six months ended 30 June 2015
(in thousand USD, unless otherwise stated)
| 30 June 2015 | 31 December 2014 | |
|---|---|---|
| Wages and salaries | 31 | 72 |
| Contributions to social funds | 9 | 25 |
| Total | 40 | 97 |
| Transactions with related parties | ||
| 30 June 2015 | 31 December 2014 | |
| Interest income | ||
| d. Companies and individuals significantly influencing the Group and having | ||
| an interest in equity of Group's companies | 1 611 | 2 253 |
| Mr Iurii Zhuravlov - Chief Executive Officer | ||
| Total | 1 611 | 2 253 |
| Interest expense | ||
| d. Companies and individuals significantly influencing the Group and having | ||
| an interest in equity of Group's companies | 158 | - |
| Mr Iurii Zhuravlov - Chief Executive Officer | ||
| Total | 158 | - |
| Outstanding balances with related parties | ||
| 30 June 2015 | 31 December 2014 | |
| Loans receivable | ||
| d. Companies and individuals significantly influencing the Group and having | ||
| an interest in equity of Group's companies | 28 525 | 26 933 |
| Mr Iurii Zhuravlov - Chief Executive Officer | ||
| Total | 28 525 | 26 933 |
| Loans payable | ||
| d. Companies and individuals significantly influencing the Group and having | ||
| an interest in equity of Group's companies | 1 726 | 1 588 |
| Mr Iurii Zhuravlov - Chief Executive Officer | ||
| Total | 1 726 | 1 588 |
| Other payable | ||
| d. Companies and individuals significantly influencing the Group and having | ||
| an interest in equity of Group's companies | 17 659 | 17 659 |
| Mr Iurii Zhuravlov - Chief Executive Officer | ||
| Total | 17 659 | 17 659 |
The assets and liabilities of subsidiary companies Agro-Svinprom LLC, operating in pig-breeding, have been presented as held for sale following the Management decision in July 2011 to dispose of the company.
| 30 June 2015 | 31 December 2014 | |
|---|---|---|
| Results of discontinued operations: | ||
| Adminitration expenses | (5) | (63) |
| Loss on disposal subsidiaries | - | (43) |
| Loss for the period | (5) | (106) |
| 30 June 2015 | 31 December 2014 | |
| Assets classified as held for sale | ||
| Property, plant and equipment | 26 | 30 |
| Total assets | 26 | 30 |
| Liabilitiess classified as held for sale | ||
| Trade and other payables | - | 21 |
| Total liabilities | - | 21 |
| Net assets | 26 | 51 |
No significant events occured after the reporting period and before the date of authorisation of these condensed consolidated interim financial statements.
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