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Agroton Public Limited

Interim / Quarterly Report Aug 31, 2015

5489_ir_2015-08-31_0225c208-7729-4274-9918-7a0b706a1d70.pdf

Interim / Quarterly Report

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CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (NON-AUDITED)

For the six months ended 30 June 2015

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (NON-AUDITED)

For the six months ended 30 June 2015

CONTENTS

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 AND OTHER OFFICERS

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 $\mathcal{Q}$ 7 9 0 8 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

AGROTON PUBLIC LIMITED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

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.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

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.

AGROTON PUBLIC LIMITED NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS For the six months ended 30 June 2015

(in thousand USD, unless otherwise stated)

1. GENERAL INFORMATION

Country of incorporation

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.

Principal activities

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.

Group structure

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.

For the six months ended 30 June 2015 NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS AGROTON PUBLIC LIMITED

(in thousand USD, unless otherwise stated)

BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES 2.

Statement of compliance 2.1.

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.

Judgments and estimates 2.2.

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.

3. SIGNIFICANT ACCOUNTING POLICIES

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.

Foreign currency translation

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

AGROTON PUBLIC LIMITED NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the six months ended 30 June 2015

(in thousand USD, unless otherwise stated)

4. REVENUE

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.

5. COST OF SALES

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)

6. OTHER OPERATING INCOME

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

7. OTHER OPERATING EXPENSES

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

8. NET FINANCE COSTS

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)

PROPERTY, PLANT AND EQUIPMENT 9.

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).

10. BIOLOGICAL ASSETS

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

(a) Crops under cultivation:

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)

10. BIOLOGICAL ASSETS (continued)

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

(b) Animals in growing and fattening:

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

(c) Non-current biological assets:

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

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS AGROTON PUBLIC LIMITED

For the six months ended 30 June 2015

(in thousand USD, unless otherwise stated)

11. OTHER NON-CURRENT ASSETS

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

INVENTORIES 12.

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

(i) Work-in-progress:

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.

(ii) Agricultural produce:

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

AGROTON PUBLIC LIMITED NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the six months ended 30 June 2015

(in thousand USD, unless otherwise stated)

12. INVENTORIES (continued)

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

13. TRADE AND OTHER RECEIVABLES

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

14. CASH AND CASH EQUIVALENTS

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

15. LOANS RECEIVABLE

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)

16. LOANS AND BORROWINGS

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

17. TRADE AND OTHER PAYABLES

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

18. OPERATING SEGMENTS

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.

AGROTON PUBLIC LIMITED NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the six months ended 30 June 2015

(in thousand USD, unless otherwise stated)

OPERATING SEGMENTS (continued) 18.

For the six months ended 30 June 2015:

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

For the year ended 31 December 2014:

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

19. SEASONALITY OF OPERATIONS

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.

20. OPERATING ENVIROMENT

Cyprus economic environment

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.

Ukrainian economic and political 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.

20. OPERATING ENVIROMENT (continued)

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.

Going concern basis

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:

  • the ability of the Company to repay its Noteholders
  • the ability of the Company to repay its loans
  • the ability of the Company's trade and other debtors to repay the amounts due to the Company
  • the cash flow forecasts of the Company and the assessment of impairment of other financial and non-financial assets
  • the ability to realize the current assets held for sale
  • the ability of the Company to meet its obligations towards its customers

21. CONTINGENT AND CONTRACTUAL LIABILITIES

Taxation

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.

Legal matters

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.

Pension and other liabilities

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.

AGROTON PUBLIC LIMITED NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the six months ended 30 June 2015

(in thousand USD, unless otherwise stated)

21. CONTINGENT AND CONTRACTUAL LIABILITIES (continued)

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

22. TRANSACTIONS WITH RELATED PARTIES

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:

  • a. Companies in which Group's companies have an equity interest;
  • b. Companies in which key management personnel has an equity interest;

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)

22. TRANSACTIONS WITH RELATED PARTIES (continued)

Salary costs of key management personnel

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

23. DISCONTINUED OPERATIONS AND DISPOSAL GROUP HELD FOR SALE

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

24. EVENTS OCCURING AFTER THE REPORTING PERIOD

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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