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AUGA group

Quarterly Report Sep 1, 2022

2259_ir_2022-09-01_9c3efddc-412e-4519-9579-c29b1e3fef79.pdf

Quarterly Report

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I. GENERAL INFORMATION 2
II. MANAGEMENT REPORT 4
III. FINANCIAL STATEMENTS 16
Consolidated balance sheet 16
Consolidated statement of profit or loss and statement of other comprehensive income 17
Consolidated statement of changes in equity 18
Consolidated statement of cash flows 19
IV. EXPLANATORY NOTES 20
1. Basis of the preparation 20
2. Share capital and reserves 21
3. The structure of the Group 21
4. Property, plant and equipment 26
5. Biological assets 26
6. Inventory 27
7. Receivables and advance payments 27
8. Financial liabilities 28
9. Leases 28
10. Results of business segments 29
11. Operating expenses 31
12. Other income 31
13. Other gains/(losses) 31
14. Financial expenses 32
15. Subsequent events January – August 2022 32
V. CONFIRMATION OF RESPONSIBLE PERSONS 33

(All amounts are in EUR thousand, unless stated otherwise)

I. GENERAL INFORMATION

1.1. Accounting period covered by the report

Consolidated interim report was prepared for the 6-month period ended 30 June 2022.

1.2. Key data on the issuer

AUGA group, AB (hereinafter – AUGA group, AB or the Company)
EUR 66,617,089.58
Konstitucijos av. 21C, Quadrum North, LT-08130, Vilnius, Lithuania
+370 5 233 53 40
+370 5 233 53 45
[email protected]
www.auga.lt
Joint stock company
25 June 2003, Vilnius
126264360
VĮ Registrų centras

1.3. Main lines of business of the Group

Operations area: Organic agriculture
Main operating segments: Crop growing and sale, milk production and sale, mushroom growing and sale, fast moving
consumer goods production and sale.

1.4. The structure of the Group

As of 30 June 2022, the consolidated Group (hereinafter the Group) consists of the Company and 126 subsidiaries (31 December 2021: 127 subsidiaries). Please refer to the financial statements note 3 for a detailed list of the Group companies.

1.5. Agreements with the mediators of securities public circulation

The Company and FMĮ Orion Securities UAB (A. Tumėno st. 4, B building, LT-01109 Vilnius) signed an agreement regarding handling of Shareholders accounts.

1.6. Data about securities traded on regulated markets

The securities of the Company are included in Main List of NASDAQ Vilnius stock exchange (symbol: AUG1L).

Type of shares Number of Share nominal value (in Total share capital (in
shares EUR) EUR)
Ordinary registered shares 229,714,102 0.29 66,617,089.58 LT0000127466

The securities of the Company were also traded in Warsaw Stock Exchange. On 14 March 2022 the Polish Financial Supervision Authority has made the decision to give consent to the delisting of the Company's shares from the Warsaw Stock Exchange from 8 April 2022. As of this date, the Company's shares will no longer be listed on the Warsaw Stock Exchange. The board of Warsaw Stock Exchange has also agreed to delist the Company's shares from the respective exchange on 8 April 2022. Because of delisting, the last day of trading of Company's shares in the regulated market of Warsaw Stock Exchange was 7 April 2022.

(All amounts are in EUR thousand, unless stated otherwise)

Information about the Company's shares trading on the NASDAQ Vilnius:

Price, EUR Total turnover
Reporting period Average Open High Low Last Units EUR
2022 I half 0.474 0.498 0.524 0.400 0.460 2,254,666 1,067,464

AUGA group, AB shares volume, share price and OMX Baltic Benchmark index variance for the period of 1 January 2020 to 30 June 2022.

Source: NASDAQ Vilnius stock exchange

1.7. Information on non-financial reporting

The Company does not prepare interim non-financial reporting information. Annual Sustainability report of the Company for the year 2021 is provided in the Group's consolidated annual report for the year ending 31 December 2021.

1.8. Significant post balance sheet events

Post balance sheet events are disclosed in the consolidated financial statements of the Group for the 6-month period ending 30 June 2022. See financial statements' note 15 for more details.

(All amounts are in EUR thousand, unless stated otherwise)

II. MANAGEMENT REPORT

2.1. Overall results

The aggregate sales of AUGA group AB and its subsidiaries (hereinafter the Group) amounted to EUR 33.99 million in the first 6 months of 2022, representing a 3% increase on the same period last year, when aggregate sales were EUR 33.13 million.

The Group's gross profit increased by 46% in the first half of 2022 and reached EUR 12.43 million whereas the gross profit last year was EUR 8.5 million. Over a period of six months, the Group's net profit amounted to EUR 3.65 million.

EBITDA amounted to EUR 15.05 million in the six months of 2022 and was 35% higher compared to the same period last year, when EBITDA amounted to EUR 11.14 million.

The overall sales results for the first half of this year are similar to last year's, since the 2021 harvest was sold in the first half of 2022. The sales results for this year's harvest will start to be seen only as of the third quarter, though the final profit and EBITDA figures already show positive trends: profit is up compared to last year, largely due to expectations for the outcome of this season's harvest.

Main financial results, EUR
million
6-month of
2022
6-month of
2021
6-month of
2020
Variance
2022/2021, %
Variance
2021/2020, %
Revenues 33.99 33.13 34.69 +3% -4%
Gross profit (loss) 12.43 8.50 8.58 +46% -1%
Gross profit margin 37% 26% 25% +42% +4%
Net profit (loss) 3.65 0.75 1.30 +387% -43%
Net profit margin 11% 2% 4% +437% -40%
EBITDA 15.05 11.14 11.53 +35% -3%
EBITDA margin 44% 34% 33% +30% +1%

2.2. Crop growing segment overview

Results of crop growing segment consist of crop harvest fair value, sales of the previous and current year harvest and agricultural subsidies.

Harvest in the season of 2021/2022

The total cultivated land area by the Group amounted to 38.5 thousand hectares (ha) in the 2021/2022 season and is slightly less than the cultivated area in the 2020/2021 season. In the 2021/2022 season, 30.3 thousand ha is seeded with crops (30.9 thousand in the 2020/2021 season) out of which 11.7 thousand ha is dedicated to wheat, 6.8 thousand ha to legumes and 11.7 thousand ha to other cash crops. The majority – 10.1 thousand ha out of total 11.7 thousand ha – of wheat will be winter wheat as winter crops usually have higher yield potential compared to summer alternatives. Forage crops comprise 7.6 thousand ha in the 2021/2022 season compared to 6.8 thousand ha in the 2020/2021 season.

At the end of each quarter the Group evaluates the fair value of crops which have not yet been harvested. The Group estimated the total fair value of crops as of 30 June 2022 using following formula and assumptions:

Fair value of the crop = Costs incurred + (Cultivated area in ha * forecasted average yield as tonnes per ha * forecasted price per tonne – cultivated area in ha * forecasted total cost per ha) * T * (1 - x), where:

• Cost incurred is cost actually incurred for a particular crop during the 2021/2022 season.

(All amounts are in EUR thousand, unless stated otherwise)

  • Cultivated area in ha is the area of a particular crop seeded and expected to be harvested.
  • Forecasted average yield in tonnes per ha is the expected yield for a particular crop based on the most relevant information about the crops and updated according to the most recent data.
  • Forecasted price per tonne. The fair value calculations relied on the negotiated, future prices of crops after taking into account the contracts already signed with regards to the sale of the 2021/2022 harvest.
  • Forecasted total cost per ha. Actual costs incurred during the 2020/2021 season which are adjusted by 21% upwards due to the growth of the main cost components.
  • T is the portion of time that has already passed from sowing date until the forecasted harvest date expressed as a percentage. As of 30 June 2022, the average completion percentage estimated for this year's harvest crops was around 73% while the average completion percentage of next year crops was around 15%.
  • X is an adjustment parameter for possible unexpected negative effects to the harvest. 10% was used in fair value estimations as of 30 June 2022. Crops of the following harvest were adjusted by 30%.

The formula discussed above will be used to estimate fair value of cash crops (winter and summer crops) for coming quarters as well until the actual harvest will be completed. Forecasted parameters used in the fair value estimation will be re-evaluated quarterly and adjusted by taking into consideration the most recent data.

It should be noted that the fair value of forage crop even at its point of harvest is measured at production cost incurred on forage crop. In other words, forage crop production cost is used as a measure of the fair value of that forage crop since there is no active market for forage crops and there is no reliable data to calculate market price of the forage crops. Due to this the net result on revaluation of forage crops is equal to zero.

As of 30 June 2022 seeding of clover, that will be harvested next year, was completed.

As assessed at 30 June of 2022, the crop harvest will be better than last year, with higher product prices offsetting increased production costs as the major factor impacting results. Nevertheless, the Group will only be able to assess the final result of the crop segment for 2022 after the third quarter ends. As of 30 June 2022, the Group recognized a EUR 9.62 million gain on revaluation of biological assets at fair value. It should be noted that as of 31 December 2021 Group recognised gain of EUR 2.33 million on revaluation of biological assets at fair value for the 2021/2022 season's crops. Thus, gain on revaluation of biological assets at fair value accounted for in the first half of 2022 amounts to EUR 7.29 million.

Crops value, EUR million 6-month of
2022
6-month of
2021
6-month
of 2020
Variance
2022/2021, %
Variance
2021/2020, %
Gain (loss) on revaluation of biological assets at
fair value recognized in previous period
2.33 2.02 1.45 +15% +39%
Gain (loss) on revaluation of biological assets at
fair value recognized in reporting period
7.29 4.51 4.93 +62% -9%
Total gain (loss) on revaluation of biological
assets at fair value
9.62 6.53 6.38 +47% +2%

Crop growing segment sales results

Total revenue generated from sales in the crop growing segment amounted to EUR 8.85 million in 2022, which marks a decrease of EUR 0.63 million in revenue compared to 2021.

Decrease of the revenue of the crop growing segment in the 1st half of 2022 is a result of poor harvest of 2020/2021 season, which was being sold in this period. Nonetheless, the decrease in revenue was partly compensated by the increase in prices.

Crop growing segment results, EUR million 6-month of
2022
6-month of
2021
6-month
of 2020
Variance
2022/2021, %
Variance
2021/2020, %
Sales revenue 8.85 9.48 10.83 -7% -12%
Cost of sales 8.08 10.66 11.44 -24% -7%
Inventory write-offs 0.76 0.43 0.69 +77% -37%
Result of internal transactions (0.71) - - n/a
Result of sales of agricultural produce (0.70) (1.61) (1.30) +57% -24%

The crop growing segment's cost of sales for the 6 months of 2022 amounted to EUR 8.08 million, 24% less compared to last year. In order to assess the results of each segment more precisely, the transactions between segments are executed based on fixed pricing, thus, starting from 2022 such transactions are presented separately and amounted to a loss of EUR 0.71 million to the crop growing segment in the 1 st half of 2022.

Agricultural subsidies and gross profit of the crop growing segment

(All amounts are in EUR thousand, unless stated otherwise)

Total amount of agricultural subsidies accrued in 6 months of 2022 was EUR 4.70 million compared to EUR 4.62 million during the same period in 2021. Accrued subsidies amount is based on calculations according to currently applicable requirements of subsidising programmes regulations.

The gross profit of the crop growing segment, encompassing the results of agricultural produce sales, gain (loss) on changes in fair value of biological assets and agricultural subsidies, has improved in 2022 when compared to last year due to the increased gain on revaluation of biological assets at fair value and .improving result of sales of agricultural produce.

Gross profit of crop growing segment, EUR
million
6-month of
2022
6-month of
2021
6-month
of 2020
Variance
2022/2021, %
Variance
2021/2020, %
Gain (loss) on revaluation of biological assets at fair
value recognised in reporting period
7.29 4.51 4.93 +62% -9%
Result of sales of agricultural produce (0.70) (1.61) (1.30) +57% -24%
Subsidies 4.70 4.62 3.71 +2% +25%
Gross profit 11.29 7.51 7.34 +50% +2%

2.3. Dairy segment overview

The result of the dairy segment in the first half of 2022 has improved compared to the same period last year. Rising production prices had the largest effect. Compared to last year the total sales revenue of the dairy segment grew by 21% and reached EUR 8.14 million in the 1 st half of 2022. Rising revenue is also a result of a growing cow herd (from 3,509 in 1st half of 2021 to 3,582 cows in 1st half of 2022).

The average milk yield in the first half of 2022 remained stable compared to the same period last year. However, milk production in the second quarter of this year decreased by 4 percent compared to the same quarter last year. This was due to last year's poor harvest and the consequent loss of this year's feed quality due to lack of feed ingredients. It is expected that after the new 2022 year harvest, the feed composition of the crop will be updated and the milk yield will return to the previous level.

In the 6 months of 2022 the average price of milk sold was around EUR 497 per tonne and 20% higher comparing to the same period last year when it was EUR 413 per tonne.

The dairy segment's cost of sales amounted to EUR 7.18 million during the 6 months of 2022 which is EUR 0.49 million more than in the same period last year.

During the 6 months of 2022, a loss of EUR 1.09 million was incurred due to the revaluation of biological assets (animal herd). In comparison, the loss due to the revaluation of biological assets (animal herd) was 66% higher last year.

In the 1 st half of 2022, the Group has recorded a EUR 1.56 million gross profit increase in the dairy segment when compared to last year.

(All amounts are in EUR thousand, unless stated otherwise)

6-month of
2022
6-month of
2021
6-month
of 2020
Variance
2022/2021, %
Variance
2021/2020, %
Total quantity of products sold, t 13,924 13,538 13,902 +3% -3%
Milk, t 13,278 12,812 13,158 +4% -3%
Dairy commodities, t 235 335 355 -30% -6%
Cattle, t 411 391 388 +5% +1%
Revenue, EUR million 8.14 6.73 6.66 +21% +1%
Milk, EUR million 6.60 5.29 5.22 +25% +1%
Dairy commodities, EUR million 0.81 1.00 1.07 -19% -6%
Cattle, EUR million 0.73 0.44 0.37 +66% +19%
Cost of sales, EUR million 7.18 6.69 6.27 +7% +7%
Milk, EUR million 5.66 5.31 4.85 +7% +10%
Dairy commodities, EUR million 0.79 0.93 1.06 -15% -12%
Cattle, EUR million 0.73 0.44 0.37 +66% +19%
Revaluation of biological assets, EUR
million
(1.09) (1.81) (1.61) +40% -12%
Subsidies, EUR million 1.43 1.51 1.31 -5% +15%
Gross profit, EUR million 1.29 (0.27) 0.09 n/a n/a

2.4. Mushroom segment overview

Sales in the mushroom growing segment decreased slightly compared to previous year and amounted to EUR 14.28 million during the 6 months of 2022.

The Group has been facing various production challenges since the 3rd quarter of 2021, however, the production capacity is returning to normal level.

The ratio of organic mushrooms sold has increased and reached 8.2% during the 2 nd quarter of 2022. The same ratio last year was equal to 6.3%.

In the 6-month period of 2022, the average non-organic and organic mushrooms sales price per tonne, which was equal to EUR 2,297, has increased by 3% when compared to the equivalent period in 2021.

Growing costs are becoming a challenge. The total cost of sales of the mushroom growing segment amounted to EUR 14.62 million in the 6 month period of 2022 and was EUR 0.88 million higher compared to the same period in 2021. The average cost of 1 tonne of mushrooms sold increased from 2,145 EUR/tonne to 2,351 EUR/tonne. Cost of mushrooms mainly has shifted upwards due to growing energy and transportation costs that showed an increase of 52% (EUR 847 thousand) when compared to the corresponding period last year.

(All amounts are in EUR thousand, unless stated otherwise)

As a result, the gross result of the segment was negative and for the 6-month period of 2022 amounted to a loss of EUR 0.33 million. During the same period last year, the Group has recorded a gross profit of EUR 0.59 million. Although production volumes are returning to previous levels, it is impossible in a short termto incorporate the rising energy prices into the final sale price of the mushrooms.

Planned investments into production of renewable energy for self-consumption and biomethane production projects that are already being developed by the Group should reduce the dependency on energy costs and enable better control over them.

6-month of
2022
6-month of
2021
6-month
of 2020
Variance
2022/2021, %
Variance
2021/2020, %
Sold mushrooms, t 6,109 6,335 6,579 -4% -4%
Average price (Eur/t) 2,297 2,221 2,168 3% +2%
Total revenue, EUR million 14.28 14.33 15.21 0% -6%
Mushroom sales revenue, EUR million 14.03 14.07 14.26 0% -1%
Compost sales revenue, EUR million 0.25 0.25 0.95 0% -73%
Cost of sale, EUR million 14.62 13.74 14.15 +6% -3%
Cost of mushrooms sold, EUR million 14.36 13.59 13.22 +6% +3%
Cost of compost sold, EUR million 0.25 0.15 0.93 +67% -84%
Gross profit, EUR million (0.33) 0.59 1.07 n/a -44%

2.5. Fast-moving consumer goods (FMCG) segment

Total sales of the segment amounted to EUR 2.72 million in the 2nd quarter of 2022. In the equivalent period last year, sales of the FMCG segment were EUR 0.13 million lower. The results of the segment did not show growth in the first half of 2022. Seasonality of sales is increasing for FMCG products, part of planned sales are expected to materialise in the third quarter. But given the global surge in inflation and logistics disruptions that pose challenges for projects in Japan and US markets, it is expected that this year's growth plan for the segment will not be met.

Cost of sales were EUR 2.53 million compared to EUR 1.93 million last year.

Growing costs have also had an effect on the segment's profitability. During the 6-month period of 2022, the FMCG segment's gross profit has decreased to EUR 0.19 million. During the same period in 2021, gross profit amounted to EUR 0.66 million. Seasonality of sales have caused delay in the revision of product pricing, therefore, results of the revision should only be seen in the 3rd quarter.

FMCG segment results, EUR million 6-month of
2022
6-month of
2021
6-month
of 2020
Variance
2022/2021, %
Variance
2021/2020, %
Sales revenue 2.72 2.59 1.99 +5% +30%
Cost of goods sold 2.53 1.93 1.90 +31% +1%
Gross profit 0.19 0.66 0.09 -71% +647%

During the 6-month period of 2022 the Group has exported its products to 27 countries compared to 33 countries in the same period in 2021.

Preserved products, especially ready-to-eat organic soups, remain the main product group in the segment.

The 2022 FMCG sales revenue structure with respect to product types is depicted in the chart below.

AUGA GROUP, AB Konstitucijos av. 21C, Quadrum North, LT-08130, Vilnius, Lithuania CONSOLIDATED INTERIM REPORT AND CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR 6-MONTH PERIOD ENDING 30 JUNE 2022 (All amounts are in EUR thousand, unless stated otherwise)

Revenue structure of the fast moving consumer goods sales, %

Preserved mushrooms, vegetables and soups

  • Bottled milk
  • Grain products
  • Packaged vegetables
  • Eggs
  • Other end-consumer products

2.6. Operating expenses

The Group's operating expenses during the 1 st half of 2022 amounted to EUR 5.78 million compared to EUR 5.15 million in the same period last year. Operating expenses increased mainly due to increased salaries, selling, insurance expenses.

2.7. Capital expenditures

Total investments (additions) into property, plant and equipment amounted to EUR 2.3 million in the 1 st half of 2022 (EUR 6.2 million in the 1 st half of 2021). The split of investments (additions) into property, plant and equipment is provided in the table below.

Investments (additions) into property, plant and equipment, EUR'000

Land* Buildings* Constructions
and machinery
Vehicles, equipment
and other
Construction
in progress
Total
Half-year 2022 378 465 738 132 598 2,311
Half-year 2021 1,020 104 3,439 637 986 6,186

*excluding additions related with the right-of-use assets.

Despite the fact that investments in fixed assets decreased The Group is continuing the technology projects planned in 2022. Biomethane production facilities are being developed, one of the units will start operating already late this year. The future biomethane production capacity will fully satisfy the Group's needs. During the last quarter of the year, the Group plans to complete the first batch of tractors powered by biomethane and electricity. The Group is also continuing its tests of specialised feed technology aimed at higher dairy yields and lower CO2 emissions from cattle digestion.

2.8. Risk management

The Risk Management Guidelines were approved by the Company's Audit Committee and the independent Board in 2021. Each year, the Group performs an assessment of the main risks and draws up a risk assessment map. In its risk assessment, the Group took into account both risk probability and risk significance..

The main risks identified for the Group are:

Climate conditions: Climate conditions are one of the most important risk factors for agricultural activity. Poor or unfavorable meteorological conditions have a significant impact on productivity and may adversely affect the yield of agricultural products, hurt the preparation of feed, destroy crops, and cause other damage. Any damage caused by adverse climate conditions can negatively affect the performance of the Group

Prices of agricultural products. The Group's revenue and performance depend on a number of factors, including prices of raw materials for agricultural production, which are beyond the Group's control. Agricultural product prices are strongly influenced by various factors that are difficult to predict and are not dependent on the Group (weather conditions, state policy in agriculture, changes in global demand due to demographic changes, changes in living conditions, competitive products in other countries). Factors such as climate conditions, infections, pest infestations, national agricultural policies in different countries, and so on can have a significant impact on the supply and prices of primary agricultural products. Changes in demand for key agricultural raw materials may be affected by various international and local programs implemented in accordance withthe national agricultural policies as well as variations in global demand due to demographic shifts and changes in living conditions in different countries around the world. These factors can cause significant fluctuations in the prices of agricultural products and may therefore have a negative impact on the Group's activities, financial situation, and performance.

(All amounts are in EUR thousand, unless stated otherwise)

Changes in EU subsidies: The Group generates significant revenues from EU subsidies, which is important for the continuity of its activities. If, for any reason, these subsidies were to be terminated or reduced, this could have significant consequences for many of the Group's activities, including reduced cash flows and profitability of its operating activities, a decrease in the value of land and investment property, as well as possible value drops on property, facilities, or equipment. Significant changes in EU subsidy programmes could also threaten the longterm continuity of the Group's activities.

Postponing the implementation of strategic projects. The Group is currently in a transition period and several key projects related to the development of biogas infrastructure, the development of specialised feed technologies, and regenerative crop rotation are crucial for the implementation of the Group's long-term strategy. In developing these projects, the Group faces the following risks:

•insufficient innovation, unsuitability for practical or market use; •lack of skills in project management; •lack of human resources.

Liquidity risk. The Group's business model requires high working capital and the production cycle of the crop segment is long and the sales volume of crop production fluctuates over the years. Therefore, the Group faces significant fluxes in working capital needs..

Increase in land leasing costs. The Group leases 88% of the farmland used by AUGA group. We believe that in the long term, leasing land instead of managing it allows us to use the available resources more efficiently and ensures a higher return for the Group's shareholders. However, the increase of inflation in 2022 put pressure on lease price growth.

Risk of disease. The Group's activities are related to the property of plant or animal origin. Diseases can have a direct impact on the Group's results, production quantity and quality, write-offs. Bovine epidemic diseases (e.g.: bovine spongiform encephalopathy, commonly known as mad cow disease), any other diseases, bacteria, etc. can reduce the demand for such products, fearing possible consequences. Such changes can aggravate the Group's financial situation.

This risk is particularly significant for the mushroom segment due to the high concentration of production capacity in one location.

Discrepancy in investment volumes vs needs. Currently, AUGA group is in a transition period: the Group needs to ensure the development of existing activities, the implementation of efficiency programmes and the Group's long-term strategy. Both areas require investments, the financing of which depends on the Group's results, market situation, and other external factors.

Increase in production costs. In June 2022 9% inflation was recorded in Lithuania, with average wages rising by 13.7 %. Fuel, wages, leasing of land and agricultural machinery are significant cost components in the Group's activities, so it is necessary to ensure cost growth control and compensate for the increase in costs by increasing efficiency and sales prices.

Financing risk: Organic agriculture requires a lot of working capital. A significant level of the Group's borrowed capital could have material consequences, such as:

•the Group's access to additional financing for working capital, investments, acquisitions, debt servicing, etc. can be restricted; •the Group's flexibility to adapt to changing market conditions can be limited;

•while certain restrictions in credit agreements relating to business and financial matters are specific to such financing transactions, they can still limit the Group's ability to borrow more funds, pledge assets, and/or engage in other types of mergers or transactions, which to a certain extent can limit the possibilities for active development and possibly reduce the competitive advantage in the future; •possible restrictions on the extension of the maturities of existing financial liabilities.

The AUGA group understands that it has an impact on the environment, social and economic areas through its development. The main topics of the impact are listed in the sustainability report of 2021 section Materiality assessment of sustainability criteria.

Financial and capital risks are described in more detail in Note 3 of the financial statements.

3. Corporate governance and personnel

3.1. Governance model

The current corporate governance structure was introduced in 2019 when the Company changed to a one tier board structure instead of a twotier structure, with the Board taking over the functions of previous Supervisory Council.

Currently, there are three corporate bodies in the Company – the General shareholders' meeting, the Board and the Chief Executive Officer (CEO) and an advisory body – the Audit Committee.

(All amounts are in EUR thousand, unless stated otherwise)

The general meeting of shareholders is the supreme body of the Company.

In compliance with the best corporate governance practices the Articles of the Company determine the following functions and responsibilities of the Board:

  • − approval of the Company's strategy;
  • − approval of the annual budget and business plan;
  • − approval of the risk level acceptable in the Company's activity and the risk management policy;
  • − approval of the annual financial and non-financial targets for the CEO;
  • − responsibility of overseeing and leading the Company's compliance with the best corporate governance practices.

The Board also appoints, removes CEO, and supervises his activities.

The Audit Committee operates in line with the principles, outlined in the Regulations of Audit Committee of AUGA group. The Audit Committee is an advisory body of the Board.

The main functions of the Audit Committee include:

  • − monitoring the process of the Company's financial statement preparation,
  • − monitoring the audit process,
  • − analysing the effectiveness of internal audit and risk management systems,
  • − approval of requirements for external auditors and evaluates both the qualification and experience of external auditors.

The CEO is in charge of the daily management of the Company and has the authority to represent the Company. According to the Articles, the CEO is entitled to take decisions on transactions the value of which do not exceed 1/20 of the authorised capital of the Company; for transactions exceeding the latter threshold, the Board's approval is required.

3.2. Share capital structure and shareholders

The share capital of AUGA group AB as of 30 June 2022 is EUR 66.62 million (31 December 2021: EUR 65.95 million). The share capital is divided into 229,714,102 ordinary shares (2021: 227,416,252 ordinary shares). Each issued share has a EUR 0.29 nominal value and fully paid. The number of shares and authorized capital increased due to implementation (realization) of the first stock option contracts in June 2022, which were signed in 2019, under the employee stock option program.

Total number of shareholders on 30 June 2022 was 2,789 and on 31 December 2021 it was 2,528.

The shareholders owned more than 5% of shares in the Company are the following:

(All amounts are in EUR thousand, unless stated otherwise)

30 June 2022 31 December 2021
Shareholder's name Number of
shares
% owned Number of
shares
% owned
Baltic Champs Group UAB (identification code: 145798333; address: Poviliškiai v.,
Šiauliai region mun., Lithuania)
126,686,760 55.15 126,686,760 55.71
European Bank for Reconstruction and Development
(identification code:
EBRDGB2LXXXX; address: One Exchange Square, London EC2A 2JN, UK)
19,810,636 8.62 19,810,636 8.71
Žilvinas Marcinkevičius 15,919,138 6.93 15,919,138 7.00
Minority shareholders 67,297,568 29.30 64,999,718 28.58
Total 229,714,102 100.00 227,416,252 100.00

No shareholder has special voting rights.

Information on the shares of the Company held by the members of the Board and the top executives as of 30 June 2022:

Name, Surname Position Owned shares in the Company, units Owned shares in the Company, %
Kęstutis Juščius* CEO 1,392 0.0006
Tomas Krakauskas** Member of the Board 119,000 0.0518
Mindaugas Ambrasas CFO 6,881 0.0030

* Kęstutis Juščius, CEO, is the ultimate owner of Baltic Champs Group UAB, controlling 55.15% of the Company's shares.

Information on own shares

The Company has not acquired any of its own shares.

Share transfer restrictions

Laws and the Articles of Association do not provide for restrictions on the transfer of shares.

Separate share transfer restrictions are possible, but these can only be imposed by the shareholders and only in agreed-upon cases.

The Company was advised of the following contractual share transfer restrictions by one of the main shareholders of the Company: Baltic Champs Group, UAB agreed on certain restrictions with (i) its financing bank in respect of the financing provided by it, and (ii) AS LHV Pank, which acted as a global lead manager of the Company's shares during the secondary public offering carried out by the Company in 2018. In the latter case, restrictions were undertaken by the majority shareholder in relation to the latter public offering.

Information on significant agreements, which could be affected by the change in shareholder structure

Bank loans and financial lease agreements of Group companies, including the Company, have a change of control clause at the Group level which is standard practice for such agreements. The Company or the Group has not entered into any other significant agreements whose validity, amendment and termination could be affected by a change in shareholder structure.

Agreements between the shareholders

As at the date of 30 June 2022 the Company is not aware/was not advised of any agreements between the shareholders.

On 19 July 2018 the Company, its major shareholder Baltic Champs Group, UAB, Kestutis Juščius and the European Bank for Reconstruction and Development (EBRD) entered into a framework agreement. Although in its nature it is not a shareholder agreement, it provides for the undertaking of Baltic Champs Group, UAB to vote in favour of the election of an EBRD nominee to the Board of the Company, provided that the EBRD holds at least 3% of the Company's shares. The Company also undertook to comply with certain environment and social compliance and corporate governance recommendations and other requirements of the EBRD.

3.3. The Board and its Committees

The Articles provide that at least 1/3 of the Board members must be independent. In 2019, the AGM approved independency criteria for members of the Company's collegiate bodies, which by and large comply with the independency criteria established by the Law on Companies of Republic of Lithuania, namely, that to be independent, a member must not be related with the Company, its controlling shareholder and/or Company's management bodies1 .

(All amounts are in EUR thousand, unless stated otherwise)

All current Board members are not related to the Company and/or its controlling shareholder according to the self-evaluation of the Board conducted in May 2022.

Information about the Board members of the Company as of 30 June 2022:

Name, Surname Position Status Appointment date
Andrej Cyba Member Independent 30.04.2021
Tomas Krakauskas* Member Independent 30.04.2021
Dalius Misiūnas Chairman Independent 30.04.2021
Murray Steele** Member Independent 30.04.2021
Michaela Tod Member Independent 30.04.2021

* Board member Murray Steele has been nominated by the European Bank of Reconstruction and Development (EBRD), which holds 8.62% of the Company's shares, and he receives top up remuneration from the EBRD for conduct of board member functions; however, (i) EBRD is not a controlling shareholder; and (ii) he advised the Board that he acts independently on his own discretion as an independent board member; therefore, he is deemed to be an independent board member.

The current Board's tenure is until the annual general meeting of shareholders of the Company in 2023.

Members of the Board

Andrej Cyba

Education, qualification: Vilnius University, Management and Business Administration, Bachelor's degree.

Activity: Member of the Board of AUGA group, AB (legal form: Public Limited Company, code: 126264360, registered address Konstitucijos ave. 21C, Vilnius, Lithuania) (2019 – present).

Miscellaneous: Chief Business Development Officer of UAB "INVL Asset Management" (legal form: Private limited company, code 126263073, registered address Gynėjų str. 14, Vilnius, Lithuania) (2016 – present); Chairman of the Board of UAB FMĮ "INVL Finasta" (legal form: Private limited company, code 304049332, registered address Gynėjų str. 14, Vilnius, Lithuania) (2016 – present); Chairman of Supervisory Board of IPAS "INVL Asset Management" (legal form: Private limited company, code 40003605043, registered address Smilšu 7-1, Riga, Latvia) (2016 – present); Chairman of the Supervisory Board of AS "INVL ATKLĀTAIS PENSIJU FONDS" (legal form: Public limited company, code 40003377918, registered address Smilšu 7-1, Riga, Latvia) (2016 - present); Board Member of AB "Vilkyškių pieninė" (legal form: Public limited company, code 277160980, registered address Prano Lukošaičio str. 14, Vilkyškiai, Pagėgiai district municipality, Lithuania) (2008 - present); CEO of UAB "Piola" (legal form: Private limited company, code 120974916, registered address Mindaugo str. 16-52, Vilnius, Lithuania) (2009 – present); CEO of UAB "PEF GP1"(legal form: Private limited company, code 302582709, registered address Maironio str. 11, Vilnius, Lithuania) (2012 – present); CEO of UAB "PEF GP2" (legal form: Private limited company, code 302582716, registered address Maironio str. 11, Vilnius, Lithuania) (2012 – present), Chairman of the Board of Uždaroji akcinė bendrovė "VOKĖ-III" (legal form: Private limited company, code 120959622, registered address Piliakalnio str. 70, Nemenčinė, Lithuania), Board Member of SIA "Baltic Dairy Board" (legal form: Private limited company, code 43603036823, registered address Stacijas 1, Bauska, Latvia) (2021 – present).

Tomas Krakauskas

Education, qualification: Vilnius University, Management and Business Administration, Bachelor's degree; ISM University of Management and Economics, ISM executive school, Master's degree.

Activity: Member of the Board of AUGA group, AB (legal form: Public Limited Company, code: 126264360, registered address Konstitucijos ave. 21C, Vilnius, Lithuania) (2019 – present).

Miscellaneous: Chief investment Officer of UAB "ME investicija" (legal form: Private limited company, code 302489393, registered address Račių str. 1, Vilnius, Lithuania) (2016 – present).

Dalius Misiūnas (chairman of the Board)

Education, qualification: Lund University (Sweden), PhD in Technology Science; Kaunas University of Technology, Electrical Engineering, Bachelor's degree; Baltic Institute of Corporate Governance, Professional Board member certificate; Baltic Institute of Corporate Governance, Chairman of the Board certificate.

Activity: Chairman of the Board of AUGA group, AB (legal form: Public Limited Company, code: 126264360, registered address Konstitucijos ave. 21C, Vilnius, Lithuania) (2019 – present).

Miscellaneous: President at ISM University of Management and Economics (legal form: Private limited company, code 111963319, registered address Aušros Vartų str. 7A, Vilnius, Lithuania) (2019 – present), Member of Supervisory Board of "Swedbank", AB (legal form: Public limited company, code 112029651, registered address Konstitucijos ave. 20A, Vilnius, Lithuania) (2021 – present), Member of the Board of Gren Holding Company B.V. (limited company, code 254900FAARDSN7515B84, registered address at Lage Mosten 55, 4822 NK Breda, The Netherlands) (2022 – present).

Murray Steele

(All amounts are in EUR thousand, unless stated otherwise)

Education, qualification: Glasgow university (United Kingdom), Mechanical Engineering, Bachelor's degree; Glasgow university (United Kingdom), Aeronautical Thermodynamics, Master's degree; Cranfield university (United Kingdom), Business Administration, Master's degree.

Activity: Member of the Board of AUGA group, AB (legal form: Public Limited Company, code: 126264360, registered address Konstitucijos ave. 21C, Vilnius, Lithuania) (2019 – present).

Miscellaneous: Chairman of the board of Octopus Apollo VCT (legal form: Venture capital trust, code OAP3, registered address: 33 Holborn, London, EC1N 2HT, United Kingdom) (2008 – present); Chairman of the Board of Surface Generation (legal form: Private limited company, code 04379384, registered address: Brackenbury Court, Lyndon Barns Edith Weston Road, Lyndon, Oakham, England, LE15 8TW, United Kingdom) (2008 – present).

Michaela Tod

Education, qualification: Vienna University of Economics and Business, Business and Economics, Master's degree.

Activity: Member of the Board of AUGA group, AB (legal form: Public Limited Company, code: 126264360, registered address Konstitucijos ave. 21C, Vilnius, Lithuania) (2021 – present).

Miscellaneous: Supervisory Board member of mytheresa.com GmbH (legal form: Private limited Company, code: HRB 135658, registered address Einsteinring street 37, Munich, Germany) (2020 – present).

In the first half of 2021, 6 ordinary meetings of the Board were held. Meetings were convened according to the preliminary approved schedule of the Board meetings. All 5 members of the Board were attendant at all Board meetings.

Members of Audit Committee

Members of Audit Committee of the Company as of 30 June 2022:

Name, Surname Position Status
Andrej Cyba Chairman Independent
Murray Steele Member Independent
Michaela Tod Member Independent

In the first half of 2022, 2 meetings of the Audit Committee were held. All 3 members of audit committee were attendant at all meetings.

Management

Kęstutis Juščius, CEO

Education, qualification: Vilnius University, Business Administration, Bachelor's Degree.

Activity: CEO of AUGA group, AB (legal form: Public Limited Company, code: 126264360, registered address Konstitucijos ave. 21C, Vilnius, Lithuania) (2019 – present).

Miscellaneous: Chairman of the Board of Baltic Champs Group, UAB (legal form: Private limited company, code 145798333, registered address Poviliškių k. Šiauliai district municipality, Lithuania) (2014 - present), President of Lithuanian Mushrooms Growers and Processors Association (2013 – present) legal form: Association, code 124135819, registered address Zibalų str. 37, Širvintos, Lithuania).

Mindaugas Ambrasas, CFO

Education, qualification: Vilnius University, Master's degree in Economics.

Activity: CFO of AUGA group, AB (legal form: Public Limited Company, code: 126264360, registered address Konstitucijos ave. 21C, Vilnius) (2020 – present).

3.4. Management bodies remuneration and benefits

The Company's management bodies include the Members of the Board and the Chief Executive Officer (6 persons).

The members of the Board receive remuneration for the performance of board member functions, i.e.:

  • (a) EUR 1,900 (before taxes) for the members of the Board and EUR 2,500 (before taxes) for the chairman of the Board monthly remuneration, which is paid regardless of the number of Board meetings held during the year;
  • (b) For Board members living abroad compensation for travel and accommodation costs for/during attendance of the Board meeting not exceeding EUR 500 + VAT (Lithuanian tariff) in respect to one Board meeting in which they participated; if the Board member participates in a meeting via communication/IT measures (not physically traveling to Lithuania), travel costs compensation shall not be paid for such participation.

(All amounts are in EUR thousand, unless stated otherwise)

The remuneration of the CEO of the Company includes an official monthly wage and additional benefits granted irrespective of performance results and paid to all employees meeting the established criteria in accordance with the procedure in force in the Group (e.g., health insurance). In addition to the official monthly wage or remuneration received in a different form, the CEO can be included in the Employee share option plan.

Remuneration paid to the Board and CEO of the company is in compliance with the adopted Company's remuneration policy which is approved by shareholders at the annual general shareholders' meeting and is publicly available on the Company's website (https://auga.lt/en/investors/management/remuneration-policies/#tabs).

The Company and its collegial bodies' members have not concluded any agreements regarding compensation in the event of resignation, unjustifiable redundancy, or change in ownership structure.

Table below summarises gross salaries and other payments calculated for the members of the management bodies:

Remuneration paid to members of the Board and CEO of the Company as of 30
June 2022, EUR
Salaries Bonuses Total
Average for 1 member of the management bodies 19,251 - 19,251
Total amount for all members of the Board and CEO (6 persons 1/1/2022– 30/6/2022) 115,504 - 115,504

3.5. Personnel

On 30 June 2022, the Group had 1,279 employees (31 December 2021: 1,233 employees).

3.6. Employee share option plan

The establishment of the AUGA group, AB Employee Option Plan was approved by shareholders at the annual general shareholders' meeting which took place on 30 April 2019. The Employee Option Plan is designed to provide long-term benefits for employees, increase their performance and increase their motivation to remain in the entity's employment.

Under the plan, participants are granted options to receive Company's shares which only vest if service conditions are met. The service condition for the Option receiver is to complete a 3-year term of service to the Group. After the condition is met, an employee is eligible to exercise this option. There are no other vesting or performance conditions for the receiver. If the receiver does not fulfil the service condition, the option does not come into force according to the Company decision and they are not eligible to exercise the option, unless otherwise determined by the decision of the board (regarding the employees subordinated to the board) or the decision of the chief executive of the Company (regarding the employees subordinated to the management).

The option loses force if any restructuring, bankruptcy, liquidation or similar proceedings of the Company are commenced, and such proceedings continue and / or end with liquidation of the Company. Moreover, it also loses force if both parties (the Company and the receiver) agree to terminate the option agreement and if the receiver has caused damage to the Company through their actions or omissions.

These share-based payments for employees are equity-settled only. When exercisable, each option is convertible into one ordinary fully-fledged share. The shares will be issued from the Reserve to provide shares for employees (formed and approved by the shareholders) at the nominal value of 0.29 and will increase the Company's share capital.

Options are granted under the plan for no consideration. There are no social security contributions or income tax which would be payable by the Company at the time of the exercise (or any other time during the vesting period) and accrued within the Company's liabilities. Employees who exercise the option and receive the shares of the company will need to pay income tax on their own at the time of such exercise.

Additional information about share option plan:

2022 2021 2020 2019
Number of participating employees 238 235 221 205*
Number of allocated shares 1,651,185 2,381,701 2,226,830 2,558,860*

* From the 205 option agreements concluded in 2019, 167 contracts were realized (implemented) and employees were granted 2,297,850 shares, while 261,010 shares were returned to the Company's reserve for granting of shares.

3.7. Information on transactions with related parties

No material transactions with related parties occurred in first half the year 2022.

3.8. Information on compliance with the Code of Corporate Governance

In six months 2022, there were no essential changes related to the Company report for year 2021 concerning the compliance with the Governance Code for the companies listed on the regulated market.

III. FINANCIAL STATEMENTS

Consolidated balance sheet

ASSETS Notes 30 June 2022
unaudited
31 December 2021
audited
Non-current assets
Property, plant and equipment 4 98,222 99,883
Right-of-use assets 4 36,400 39,374
Intangible assets
Long term receivables at amortized cost
7 3,511
449
3,485
449
Investments accounted for using equity method 57
Deferred tax asset 2,089 57
2,089
Biological assets 5 9,991 9 993
Total non-current assets 150,719 155,330
Current assets
Biological assets 5 44,379 19,398
Inventory 6 12,480 24,096
Trade receivables advance payments and other receivables 7 14,941 10,894
Cash and cash equivalents 4,455 2,446
76,255 56,834
Assets held for sale
Total current assets
315
76,570
315
57,149
TOTAL ASSETS 227,289 212,479
EQUITY AND LIABILITIES
Capital and reserves
Share capital 2 66,617 65,951
Share premium 2 6,707 6,707
Revaluation reserve
Legal reserve
2
2
10,250
2,041
10,250
2,041
Reserve for share-based payments to employees 2 2,829 3,002
Retained earnings (5,879) (9,329)
Equity attributable to equity holders of the parent 82,565 78,622
Non-controlling interest 359 358
Total equity 82,924 78,980
Non-current liabilities
Borrowings 8 55,254 46,115
Lease liabilities 9 38,346 37,641
Deferred grant income
Deferred tax liability
2,866
1,553
3,105
1,553
Total non-current liabilities 98,019 88,414
Current liabilities
Current portion of non-current borrowings 8 4,333 5,767
Current portion of non-current lease liabilities 9 4,053 7,878
Current borrowings 8 4,067 5,583
Trade payables
Other payables and current liabilities
24,482
9,411
19,482
6,375
Total current liabilities 46,346 45,085
Total liabilities 144,365 133,499
TOTAL EQUITY AND LIABILITIES 227,289 212,479

(All amounts are in EUR thousand, unless stated otherwise)

Consolidated statement of profit or loss and statement of other comprehensive income

6-month period ending 30 June
Notes 2022 unaudited 2021 unaudited
Revenues 10 33,995 33,128
Cost of sales 10 (27,754) (27,329)
Gain (loss) on initial recognition of a biological asset at fair value and from a
change in fair value of a biological asset
5, 10 6,193 2,697
GROSS PROFIT 12,434 8,496
Operating expenses
Other income
11
12
(5,778)
332
(5,146)
248
Other gains/(losses) 13 81 22
OPERATING PROFIT 7,069 3,620
Finance costs 14 (3,418) (2,873)
PROFIT (LOSS) BEFORE INCOME TAX 3,651 747
Income tax expense - -
NET PROFIT / (LOSS) FOR THE PERIOD 3,651 747
ATTRIBUTABLE TO:
Shareholders of the Company
Non-controlling interest
3,650
1
759
(12)
STATEMENT OF OTHER COMPREHENSIVE INCOME
NET PROFIT/ (LOSS) FOR THE PERIOD 3,651 747
TOTAL COMPREHENSIVE INCOME (LOSS) FOR THE PERIOD 3,651 747
ATTRIBUTABLE TO:
Equity holders of the Company
Non-controlling interest
3,650
1
759
(12)

AUGA GROUP, AB Konstitucijos av. 21C, Quadrum North, LT-08130, Vilnius, Lithuania CONSOLIDATED INTERIM REPORT AND CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR 6-MONTH PERIOD ENDING 30 JUNE 2022 (All amounts are in EUR thousand, unless stated otherwise)

Consolidated statement of changes in equity

Share
capital
Share
premium
Revaluation
reserve
Reserve to
provide
shares for
employees
Legal
reserve
Retained
earnings
Equity attributable
to the shareholders
of the company
Non
controlling
interest
Total
Balance as of 31 December 2020
(audited)
65,951 6,707 9,213 2,509 1,834 6,237 92,450 366 92,816
Comprehensive income
Net profit (loss) for the period - - - - - (15,427) (15,427) (8) (15,435)
Other comprehensive income
Revaluation of land, net of tax - - 1,038 - - - 1,038 - 1,038
Total comprehensive income - - 1,038 - - (15,427) (14,389) (8) (14,397)
Share-based payments - - - - - 562 562 - 562
Transfer to legal reserve
Transfer to reserve to provide
- - - - 207 (207) - - -
shares for employees
Balance as of 31 December 2021
(audited)
-
65,951
-
6,707
-
10,251
493
3,002
-
2,041
(493)
(9,328)
-
78,623
-
358
-
78,980
Comprehensive income
Net profit (loss) for the period - - - - - 3,650 3,650 1 3,651
Other comprehensive income
Revaluation of land (net of tax) - - - - - - - - -
Total comprehensive income - - - - - 3,650 3,650 1 3,651
Share-based payments - - - - - 292 292 - 292
Transfer to legal reserve
Transfer to reserve to provide
- - - - - - - - -
shares for employees
Balance as of 30 June
2022 (unaudited)
666
66,617
-
6,707
-
10,251
(173)
2,829
-
2,041
(493)
(5,879)
-
82,565
-
359
-
82,923

(All amounts are in EUR thousand, unless stated otherwise)

Consolidated statement of cash flows

6-month period ending 30 June
Notes 2022 unaudited 2021 unaudited
Cash flows from /(to) operating activities
Net profit (loss) before income tax and non-controlling interest
3 651 747
Adjustments for non-cash expenses (income) items and other
adjustments
Depreciation expenses (PP&E) 4 3,890 3,793
Depreciation expenses (ROU* assets) 4 2,975 3,043
Amortization expenses 5 7
Share-based payments to employees expenses 11 292 281
(Gain) loss on sales of non-current assets 13 (81) (22)
Write-offs of inventory and biological assets 1,251 849
Interest and fines income 12 (154) -
Finance cost 14 2,135 1,640
Finance costs related to ROU assets 14 1,283 1,057
Loss (gain) on changes in fair value of biological assets 10 (6,193) (2,697)
Grants related to assets, recognized as income (199) (258)
Changes in working capital
(Increase) decrease in biological assets (18,790) (18,470)
(Increase) decrease in trade receivables and prepayments (4,047) (5,812)
(Increase) decrease in inventory 10,365 12,341
(Decrease) increase in trade and other payables 6,153 8,420
2,536 4,881
Interest paid, netto (1,369) (1,048)
Net cash flows from /(to) operating activities 1,167 3,833
Cash flows from /(to) investing activities
Purchase of property, plant and equipment (2,155) (3,190)
Purchase of non-current intangible assets (31) (2)
Proceeds from sale of PP&E 120 94
Grants related to assets, received from NPA - 224
Other loans repaid - -
Other loans granted - 36
Net cash flows from/(to) investing activities (2,066) (2,838)
Cash flows from /(to) financing activities
Bonds 6,000 -
Repayment of bank borrowings (3,150) (7,383)
Proceeds from borrowings
Repayment of other borrowings
3,160
-
11,282
-
Lease payments (3,102) (4,138)
Net cash flows from/(to) financing activities 2,908 (239)
Net (decrease) / increase in cash and cash equivalents 2,009 795
Cash and cash equivalents at the beginning of the period 2,446 2,541
Cash and cash equivalents at the end of the period 4,455 3,336

(All amounts are in EUR thousand, unless stated otherwise)

IV. EXPLANATORY NOTES

1. Basis of the preparation

The accompanying interim financial information for the 6-month period ending 30 June 2022, has been prepared in accordance with IAS 34, 'Interim financial reporting'. This financial information should be read in conjunction with the annual financial statements for the year ending 31 December 2021 which have been prepared in accordance with IFRS as adopted by the EU.

The presentation currency is euro (EUR). The financial statements are presented in thousands of euro, unless indicated otherwise. Financial statements for the 6-month period ending 30 June 2022 are not audited. Financial statements for the year ending 31 December 2021 are audited by the external auditor UAB PriceWaterhouseCoopers.

Critical accounting estimates and assumptions

The preparation of financial information in conformity with IAS 34 requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial information, are disclosed below. Critical accounting estimates and assumptions remain the same as disclosed in the audited annual financial statements for period ending 31 December 2021.

IFRS 16, Leases

Based on IFRS 16, the Group recognised lease liabilities in relation to leases which had previously been classified as 'operating leases' under the principles of IAS 17 Leases. These liabilities were measured at the present value of the remaining lease payments, discounted using the lessee's incremental borrowing rate as of 1 January 2019. The weighted average lessee's incremental borrowing rate applied to the lease liabilities as of 31 December 2021 was 6%. The incremental borrowing remained unchanged in 2022.

In applying IFRS 16, the Group has used the following practical expedients permitted by the standard:

  • the use of a single discount rate to a portfolio of leases with reasonably similar characteristics;
  • reliance on previous assessments on whether leases are onerous;
  • the accounting for operating leases with a remaining lease term of less than 12 months as short-term leases (which were recognized as expense on a straight-line basis);
  • the exclusion of initial direct costs for the measurement of the right-of-use asset at the date of initial application;
  • the use of hindsight in determining the lease term where the contract contains options to extend or terminate the lease.

Revaluation of biological assets (crops)

The Group estimates the total fair value of crops using following formula and assumptions:

Fair value of the crop = Costs incurred + (Cultivated area in ha * forecasted average yield as tonnes per ha * forecasted price per tonne – cultivated area in ha * forecasted total cost per ha) * T * (1 - X), where:

  • Cost incurred is cost actually incurred for particular crop during the season till the reporting date.
  • Cultivated area in ha is an area of particular crop seeded and expected to be harvested.
  • Forecasted average yield tonnes per ha.
  • Forecasted price per tonne. Contracted average sales prices are used for fair value estimation adjusted according to the development in the market.
  • Forecasted total cost per ha. Average historical cost levels after evaluating the current situation.
  • T is a time portion, spanning from the sowing date to the forecasted harvest date.
  • X is an adjustment parameter for possible unexpected negative effects to the harvest.

Revaluation of biological assets (livestock)

Fair value of milking cows is valued by using the discounted cash flow method. The model uses projected revenues from milk sales over the remaining useful life of each animal using a forecasted milk price. Milk price forecast is the average milk price assumption of the following 4 years was. Current cow herd has an estimated working life of 1 to 4 years. At the end of the working period the cow is estimated to be sold for meat. The forecasted revenues are reduced with costs directly related to herd growing (feeds, medicines, employee salaries and other). The free cash-flow is discounted with post tax WACC.

For valuation of other livestock the Group calculates the fair value by taking the average price of meat per kilo. For young bulls and heifers, the value of livestock is determined by using the market values of meat (different for different groups of animals) and multiplying the price of 1 kg by the total weight of specific group of animals.

Share-based payments

Total cumulative expenses of share-based payments are calculated based on the formula described below. The expenses are accrued in the profit (loss) statement and equity based on the days lapsed since the grant date till the reporting date. Each year the entity will revise the expense to reflect the best available estimate of the number of equity instruments expected to vest.

AUGA GROUP, AB Konstitucijos av. 21C, Quadrum North, LT-08130, Vilnius, Lithuania CONSOLIDATED INTERIM REPORT AND CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR 6-MONTH PERIOD ENDING 30 JUNE 2022 (All amounts are in EUR thousand, unless stated otherwise)

The total expenses of share-based payments are calculated based on the formula:

Share price @ grant date x Granted shares x (1-annual staff turnover)^(vesting period)

Where:

The share price of options is based on the closing price at grant date at which the company's shares are traded on the Nasdaq Stock Exchange.

The grant date of the Option is set to be the date of the share-based payment agreement between the Company and the receiver as all the terms and conditions are set in this agreement and there are no other arrangements which would need to be confirmed at a later date.

Granted shares – shares to be granted to employee based on the Option agreement.

Staff turnover – chance that the option will be exercised is adjusted by the forecasted staff turnover percent during the vesting period. The ratio is calculated based on historical staff turnover data of 2 years. The historical staff turnover data includes turnover only of the positions which are set to receive the share-based payments. The turnover of other positions are excluded from the ratio.

There are option agreements which are signed with a special condition – that the receivers do not need to fulfil the service condition, but they will still need to wait 3 years vesting period before being able to exercise the option. Due to this staff turnover adjustment is excluded in the calculation of the expenses of these options as it does not affect their chances to receive the option.

2. Share capital and reserves

Share capital and share premium of the Company

The share capital of AUGA group AB as of 30 June 2022 was EUR 66,617 thousand (31 December 2021: EUR 65,951 thousand). The share capital is divided into 229,714,102 ordinary shares (31 December 2021: 227,416,252 ordinary shares). Each issued share has a EUR 0.29 nominal value and fully paid. Each share had usual material and intangible rights as per Law on Companies of the Republic of Lithuania and the Company's statutes. Share premium at the end of 30 June 2022 amounted to EUR 6,707 thousand (31 December 2021: EUR 6,707 thousand).

Reserves of the Company

A legal reserve is a compulsory reserve under Lithuanian legislation. Annual transfer of at least 5% of net profit, calculated in accordance with Lithuanian regulatory legislation on accounting, is compulsory until the reserve including share premium reaches 10% of the share capital. The legal reserve can be used to cover the accumulated losses. The legal reserve of the Company equalled to EUR 2,041 thousand as of 30 June 2022 (31 December 2021: EUR 2,041 thousand).

Revaluation reserve comprises revaluation of land portfolio owned by the Group. Land portfolio valuation is performed by independent valuator. The valuation for reporting period was performed in 2021. Revaluation reserve as of 30 June 2022 amounted to EUR 10,250 thousand (31 December 2021: EUR 10,250 thousand).

In 2018 the Company formed a reserve to grant shares for employees. Transfers to this reserve is performed annually when the board approves issue of additional shares options. Reserve to grant shares for employees as of 30 June 2022 amounted to EUR 2,829 thousand (31 December 2021: EUR 3,002 thousand).

Employee Option Plan was approved by shareholders at the annual general shareholders' meeting on 30 April, 2019. The service condition for the Option receiver is to complete a 3-year term of service to the Group. After the condition is met employee is eligible to exercise the option.

Reserve to grant shares for employees Number of shares, units Value, EUR thousand
Total reserve as of 31 December 2020 8,651,724 2,509
Shares allocated to employees based on option agreements 7,167,391 2,079
Unallocated shares 3,184,333 923
Total reserve as of 31 December 2021 10,351,724 3,002
Shares allocated to employees based on option agreements 6,259,716 1,816
Unallocated shares 3,494,158 1,013
Total reserve as of 30 June 2022 9,753,874 2,829

3. The structure of the Group

As of 30 June 2022, the Group consisted of the Company and 126 subsidiaries (31 December 2021: 127). Detailed list of all subsidiaries in 2022 and 2021 is provided below.

(All amounts are in EUR thousand, unless stated otherwise)

Legal
form
Legal entity
code
Profile Group ownership interest,
%
No. Name of subsidiary Registered office 30/06/22 31/12/21
1. Baltic Champs UAB *4 302942064 Šiaulių region, Poviliškių v., 15 **A 100,00% 100,00%
2. AVG Investment UAB *4 300087691 Vilniaus mun., Vilnius, Konstitucijos av.
21C
**G 100,00% 100,00%
3. AWG Investment 1 UAB *4 301745765 Vilniaus mun., Vilnius, Konstitucijos av.
21C
**G 100,00% 100,00%
4. AWG Investment 2 UAB *4 301807590 Vilniaus mun., Vilnius, Konstitucijos av.
21C
**G 100,00% 100,00%
5. Agross UAB *4 301807601 Vilniaus mun., Vilnius, Konstitucijos av.
21C
**H 100,00% 100,00%
6. Grain Lt UAB *4 302489354 Vilniaus mun., Vilnius, Konstitucijos av.
21C
**H 100,00% 97,41%
7. AgroGis UAB *4 302583978 Vilniaus mun., Vilnius, Konstitucijos av.
21C
**D 95,00% 95,00%
8. Agro Management Team UAB *4 302599498 Jonavos region, Bukonių v., Lankesos
st. 2
**E 100,00% 100,00%
9. Agrotechnikos centras UAB *4 302589187 Jonavos region, Bukonių v., Lankesos
st. 2
**F 100,00% 100,00%
10. AUGA trade UAB *4 302753875 Jonavos region, Bukonių v., Lankesos
st. 2
**H 100,00% 100,00%
11. Agricultural entity Žemės fondas *1 300558595 Vilniaus mun., Vilnius, Konstitucijos av.
21C
**E 100,00% 100,00%
12. Žemės vystymo fondas 6 UAB *4 300589719 Vilniaus mun., Vilnius, Smolensko st.
10
**E 100,00% 100,00%
13. Žemės vystymo fondas 9 UAB *4 300547638 Jonavos region, Bukonių v., Lankesos
st. 2
**E 100,00% 100,00%
14. Žemės vystymo fondas 10 UAB *4 301522723 Jonavos region, Bukonių v., Lankesos **E 100,00% 100,00%
15. Žemės vystymo fondas 20 UAB *4 300887726 st. 2
Jonavos region, Bukonių v., Lankesos
st. 2
**B 100,00% 100,00%
16. AUGA Grūduva UAB *4 174401546 Šakių region, Gotlybiškių v., **A 98,97% 98,97%
17. Agricultural entity AUGA Spindulys *1 171330414 Radviliškio region, Vaitiekūnų v.,
Spindulio st. 13
**A 99,99% 99,99%
18. Agricultural entity AUGA Smilgiai *1 168548972 Panevėžio region, Smilgių mstl.
Panevėžio st. 23-1
**A 100,00% 100,00%
19. Agricultural entity AUGA Skėmiai *1 171306071 Radviliškio region, Skėmių v., Kėdainių
st. 36
**A 100,00% 99,97%
20. Agricultural entity AUGA Nausodė *1 154179675 Anykščių region, Kirmėlių v., **A 99,93% 99,93%
21. Agricultural entity AUGA Dumšiškės *1 172276179 Raseinių region, Paraseinio v., **A 99,88% 99,88%
22. Agricultural entity AUGA Žadžiūnai *1 175706853 Šiaulių region, Žadžiūnų v., Gudelių st.
30-2
**A 99,81% 99,81%
23. Agricultural entity AUGA Mantviliškis *1 161274230 Kėdainių region, Mantviliškio v., **A 99,94% 99,94%
24. Agricultural entity AUGA Alanta *1 167527719 Molėtų region, Kazlų v., Skiemonių st.
2A
**A 99,99% 99,99%
25. Agricultural entity AUGA Eimučiai *1 175705032 Šiaulių region, Žadžiūnų v., Gudelių st.
30-2
**A 99,24% 99,24%
26. Agricultural entity AUGA Vėriškės *1 171305165 Radviliškio region, Vėriškių v., **A 99,93% 99,93%
27. Agricultural entity AUGA Želsvelė *1 165666499 Marijampolės mun., Želsvos v., **A 99,86% 99,86%
28. Agricultural entity AUGA Lankesa *1 156913032 Jonavos region, Bukonių v., **A 96,91% 96,91%
29. Agricultural entity AUGA Kairėnai *1 171327432 Radviliškio region, Kairėnų v., **A 98,47% 98,47%
30. Agricultural entity AUGA Jurbarkai *1 158174818 Jurbarko region, Klišių v., Vytauto
Didžiojo st. 99
**A 98,46% 98,46%
31. Agricultural entity AUGA Gustoniai *1 168565021 Panevėžio region, Gustonių v., M.
Kriaučiūno st. 15
**A 100,00% 100,00%
32. Cooperative entity Siesarčio ūkis *3 302501098 Šakių region, Gotlybiškių v., Mokyklos
st. 18
**A 99,44% 99,44%
33. Cooperative entity Kašėta *3 302501251 Jonavos region, Bukonių v., Lankesos
st. 2
**A 99,44% 99,44%
34. Agricultural entity Gustonys *1 302520102 Panevėžio region, Gustonių v., M.
Kriaučiūno st. 15
**E 100,00% 100,00%
35. Agricultural entity Skėmių
pienininkystės centras
*1 302737554 Radviliškio region, Skėmių v., Alyvų st.
1
**A - 48,67%
36. Cooperative entity Agrobokštai *3 302485217 Vilniaus mun., Vilnius, Konstitucijos av.
21C
**A 97,94% 97,94%
37. Cooperative entity Dotnuvėlės valdos *3 302618614 Šiaulių region, Žadžiūnų v., Gudelių st.
30-2
**A 99,22% 99,22%
38. Cooperative entity Nevėžio lankos *3 302618596 Kėdainių region, Mantviliškio v., Liepos
6-osios st. 60
**A 96,51% 96,51%
39. Cooperative entity Radviliškio kraštas *3 302618742 Radviliškio region, Skėmių v., Kėdainių
st. 13
**A 98,67% 98,67%

(All amounts are in EUR thousand, unless stated otherwise)

Legal Legal entity
code
Profile Group ownership interest,
%
No. Name of subsidiary form Registered office 30/06/22 31/12/21
40. Cooperative entity Šventosios pievos *3 302618201 Raseinių region, Kalnujų mstl. **A 96,36% 96,36%
41. Cooperative entity Kairių ūkis *3 302615194 Žieveliškės st. 1
Panevėžio region, Gustonių v., M.
Kriaučiūno st. 15
**A 98,68% 98,68%
42. Cooperative entity Šiaurinė valda *3 302615187 Šiaulių region, Poviliškių v., 15 **A 96,15% 96,15%
43. Cooperative entity Šušvės žemė *3 302618767 Kelmės region, Pašiaušės v., Vilties st. **A 98,43% 98,43%
44. Cooperative entity Žalmargėlis *3 303145954 2
Vilniaus mun., Vilnius, Smolensko st.
10-100
**A 98,32% 98,32%
45. Cooperative entity Juodmargėlis *3 303159014 Raseinių region, Kalnujų mstl. **A 99,35% 99,35%
46. Cooperative entity Agromilk *3 302332698 Žieveliškės st. 1
Raseinių region, Kalnujų mstl.
Žieveliškės st. 1
**A 96,28% 96,28%
47. Cooperative entity Purpurėja *3 302542337 Širvintų region, Širvintų v., Zosinos st. **A 99,53% 99,53%
48. Bukonių ekologinis ūkis UAB *4 302846621 7
Vilniaus mun., Vilnius, Konstitucijos av.
21C
**A 100,00% 100,00%
49. Agrosaulė 8 UAB *4 302846105 Vilniaus mun., Vilnius, Smolensko st.
10-100
**G 100,00% 100,00%
50. Pasvalys distr., Pušalotas reclamation
infrastructure users association
*2 302465563 Pasvalio region, Diliauskų v., Diliauskų
st. 23
**A 48,67% 48,67%
51. Skėmiai reclamation infrastructure
users association
*2 303170256 Šiaulių region, Žadžiūnų v., Gudelių st.
30-2
**A 48,67% 48,67%
52. Vaitiekūnai reclamation infrastructure
users association
*2 303170306 Šiaulių region, Žadžiūnų v., Gudelių st.
30-2
**A 48,67% 48,67%
53. Association Grūduvos melioracija *2 302567116 Šakių region, Gotlybiškių v., Mokyklos
st. 2
**A 65,81% 65,81%
54. Pauliai reclamation infrastructure users
association
*2 303169909 Raseinių region, Gėluvos v., Dvaro st.
30
**A 100,00% 100,00%
55. Nausode reclamation infrastructure
users association
*2 304219592 Vilniaus mun., Vilnius, Konstitucijos av.
21C
**A 70,74% 70,74%
56. Traktorių nuomos centras UAB *4 302820808 Jonavos region, Bukonių v., Lankesos
st. 2
**A 100,00% 100,00%
57. Traktorių nuomos paslaugos UAB *4 302820797 Jonavos region, Bukonių v., Lankesos
st. 2
**A 100,00% 100,00%
58. Arnega UAB *4 302661957 Jonavos region, Bukonių v., Lankesos
st. 2
**A 100,00% 100,00%
59. AgroSchool OU *6 12491954 Harju maakond, Tallinn, Kesklinna
linnaosa, Lai tn 32-8, 10133
**G 100,00% 100,00%
60. Public institution AgroSchool *5 303104797 Vilniaus mun., Vilnius, Smolensko st.
10-100
**C 50,00% 50,00%
61. AUGA Ramučiai UAB *4 302854479 Akmenės region, Ramučių v., Klevų st.
11
**A 100,00% 100,00%
62. AUGA Luganta UAB *4 300045023 Kelmės region, Pašiaušės v., **A 100,00% 100,00%
63. eTime invest UAB *4 300578676 Vilniaus mun., Vilnius, Saltoniškių st.
29
**G 100,00% 100,00%
64. ŽVF Projektai UAB *4 300137062 Jonavos region, Bukonių v., Lankesos
st. 2
**E 52,62% 52,62%
65. Agricultural entity Alantos ekologinis
ūkis
*1 303324747 Molėtų region, Kazlų v., Skiemonių st.
2A
**A 100,00% 100,00%
66. Agricultural entity Dumšiškių ekologinis
ūkis
*1 303324722 Raseinių region, Paraseinio v.,
Paraseinio st. 2
**A 100,00% 100,00%
67. Agricultural entity Eimučių ekologinis
ūkis
*1 303324715 Šiaulių region, Žadžiūnų v., Gudelių st.
30-2
**A 100,00% 100,00%
68. Agricultural entity Grūduvos ekologinis
ūkis
*1 303324804 Šakių region, Gotlybiškių v., Mokyklos
st. 2
**A 100,00% 100,00%
69. Agricultural entity Jurbarkų ekologinis
ūkis
*1 303325361 Jurbarko region, Klišių v., Vytauto
Didžiojo st. 99
**A 100,00% 100,00%
70. Agricultural entity Kairėnų ekologinis
ūkis
*1 303325774 Radviliškio region, Vaitiekūnų v.,
Spindulio st. 13-2
**A 100,00% 100,00%
71. Agricultural entity Lankesos ekologinis
ūkis
*1 303325710 Jonavos region, Bukonių v., Lankesos
st. 2
**A 100,00% 100,00%
72. Agricultural entity Mantviliškio
ekologinis ūkis
*1 303325703 Kėdainių region, Mantviliškio v., Liepos
6-osios st. 60
**A 100,00% 100,00%
73. Agricultural entity Nausodės ekologinis
ūkis
*1 303325781 Anykščių region, Nausodės v.,
Nausodės st. 55
**A 100,00% 100,00%
74. Agricultural entity Skėmių ekologinis
ūkis
*1 303325692 Radviliškio region, Skėmių v., Kėdainių
st. 13
**A 100,00% 100,00%
75. Agricultural entity Smilgių ekologinis
ūkis
*1 303325824 Panevėžio region, Smilgiai, Panevėžio
st. 23-1
**A 100,00% 100,00%
76. Agricultural entity Spindulio ekologinis
ūkis
*1 303325817 Radviliškio region, Vaitiekūnų v.,
Spindulio st. 13-2
**A 100,00% 100,00%
77. Agricultural entity Vėriškių ekologinis
ūkis
*1 303325849 Radviliškio region, Skėmių v., Kėdainių
st. 13
**A 100,00% 100,00%

(All amounts are in EUR thousand, unless stated otherwise)

Name of subsidiary Legal
form
Legal entity
code
Profile Group ownership interest,
%
No. Registered office 30/06/22 31/12/21
78. Agricultural entity Žadžiūnų ekologinis
ūkis
*1 303325870 Šiaulių region, Žadžiūnų v., Gudelių st.
30-2
**A 100,00% 100,00%
79. Agricultural entity Želsvelės ekologinis
ūkis
*1 303325856 Marijampolės mun., Želsvos v.,
Želsvelės st. 1
**A 100,00% 100,00%
80. Prestviigi OU *6 12654600 Harju maakond, Tallinn, Kesklinna
linnaosa, Lai tn 32-8, 10133
**G 100,00% 100,00%
81. Cooperative entity Ganiklis *3 303429417 Radviliškio region, Skėmių v., Alyvų st.
1-3
**A 98,09% 98,09%
82. Cooperative entity Ganiavos gėrybės *3 303429431 Radviliškio region, Skėmių v., Alyvų st.
1-3
**A 98,09% 98,09%
83. Cooperative entity Žemėpačio pieno
ūkis
*3 303432388 Raseinių region, Ariogalos sen.
Gėluvos v., Dvaro st. 30
**A 98,09% 98,09%
84. Cooperative entity Žemynos pienelis *3 303427989 Raseinių region, Ariogalos sen.
Gėluvos v., Dvaro st. 30
**A 98,09% 98,09%
85. Cooperative entity Lygiadienio ūkis *3 303428087 Radviliškio region, Skėmių v., Alyvų st.
1-3
**A 98,09% 98,09%
86. Cooperative entity Laumės pieno ūkis *3 303427996 Raseinių region, Ariogalos sen.
Gėluvos v., Dvaro st. 30
**A 98,09% 98,09%
87. Cooperative entity Medeinos pienas *3 303428112 Raseinių region, Ariogalos sen.
Gėluvos v., Dvaro st. 30
**A 98,09% 98,09%
88. Cooperative entity Gardaitis *3 303429381 Radviliškio region, Skėmių v., Alyvų st.
1-3
**A 98,09% 98,09%
89. Cooperative entity Dimstipatis *3 303429424 Mažeikių aplinkl. 9, Naikių v., Mažeikių
apylinkės sen., Mažeikių region,
**A 98,09% 98,09%
90. Cooperative entity Aušlavis *3 303429456 Radviliškio region, Skėmių v., Alyvų st.
1-3
**A 98,09% 98,09%
91. Cooperative entity Austėjos pieno ūkis *3 303428094 Mažeikių aplinkl. 9, Naikių v., Mažeikių
apylinkės sen., Mažeikių region,
**A 98,09% 98,09%
92. Cooperative entity Aitvaro ūkis *3 303429374 Radviliškio region, Skėmių v., Alyvų st.
1-3
**A 98,09% 98,09%
93. Cooperative entity Giraičio pieno ūkis *3 303429399 Mažeikių aplinkl. 9, Naikių v., Mažeikių
apylinkės sen., Mažeikių region,
**A 98,09% 98,09%
94. Fentus 10 GmbH *6 HRB106477 StraBe des 17 Juni 10b 10623 Berlin,
Germany
**G 100,00% 100,00%
95. Norus 26 AG *6 HRB109356B StraBe des 17 Juni 10b 10623 Berlin,
Germany
**G 100,00% 100,00%
96. LT Holding AG *6 HRB109265B StraBe des 17 Juni 10b 10623 Berlin,
Germany
**G 100,00% 100,00%
97. KTG Agrar UAB *4 300127919 Vilniaus mun., Vilnius, Konstitucijos av.
21C
**A 100,00% 100,00%
98. Agrar Raseiniai UAB *4 300610316 Raseinių region, Ariogalos sen.
Gėluvos v., Dvaro st. 30
**A 100,00% 100,00%
99. AUGA Mažeikiai UAB *4 300610348 Mažeikių av. 9, Naikių v., Mažeikių
region,
**A 100,00% 100,00%
100. PAE Agrar UAB *4 300867691 Raseinių region, Gėluvos v., Dvaro st.
30
**A 100,00% 100,00%
101. Delta Agrar UAB *4 300868875 Raseinių region, Gėluvos v., Dvaro st.
30
**A 100,00% 100,00%
102. KTG Grūdai UAB *4 302637486 Raseinių region, Gėluvos v., Dvaro st. **A 100,00% 100,00%
103. KTG Eko Agrar UAB *4 300510650 30
Raseinių region, Gėluvos v., Dvaro st.
**A 100,00% 100,00%
104. Agronita UAB *4 300132574 30
Raseinių region, Gėluvos v., Dvaro st.
30
**A 100,00% 100,00%
105. Agronuoma UAB *4 303204954 Raseinių region, Gėluvos v., Dvaro st.
30
**A 100,00% 100,00%
106. VL Investment Vilnius 12 UAB *4 303205611 Raseinių region, Gėluvos v., Dvaro st. **A 100,00% 100,00%
107. Agrar Ašva UAB *4 301608542 30
Raseinių region, Gėluvos v., Dvaro st.
**A 100,00% 100,00%
108. Agrar Varduva UAB *4 301608791 30
Raseinių region, Gėluvos v., Dvaro st.
30
**A 100,00% 100,00%
109. Agrar Seda UAB *4 301608777 Raseinių region, Gėluvos v., Dvaro st.
30
**A 100,00% 100,00%
110. Agrar Kvistė UAB *4 302308067 Raseinių region, Gėluvos v., Dvaro st.
30
**A 100,00% 100,00%
111. Agrar Luoba UAB *4 302308035 Raseinių region, Gėluvos v., Dvaro st. **A 100,00% 100,00%
112. Agrar Gaja UAB *4 302594412 30
Raseinių region, Gėluvos v., Dvaro st.
**A 100,00% 100,00%
113. Agrar Ariogala UAB *4 301626540 30
Raseinių region, Gėluvos v., Dvaro st.
**A 100,00% 100,00%
114. Agrar Girdžiai UAB *4 301621568 30
Raseinių region, Gėluvos v., Dvaro st.
30
**A 100,00% 100,00%
115. Agrar Vidauja UAB *4 301622531 Raseinių region, Gėluvos v., Dvaro st.
30
**A 100,00% 100,00%

(All amounts are in EUR thousand, unless stated otherwise)

1
No. Name of subsidiary Legal
form
Legal entity
code
Registered office Profile Group ownership interest,
%
30/06/22 31/12/21
116. Agrar Raudonė UAB *4 302309532 Raseinių region, Gėluvos v., Dvaro st.
30
**A 100,00% 100,00%
117. Agrar Venta UAB *4 302307855 Raseinių region, Gėluvos v., Dvaro st.
30
**A 100,00% 100,00%
118. Agrar Nerys UAB *4 302594063 Raseinių region, Gėluvos v., Dvaro st.
30
**A 100,00% 100,00%
119. Agrar Gėluva UAB *4 302312133 Raseinių region, Gėluvos v., Dvaro st.
30
**A 100,00% 100,00%
120. Agrar Betygala UAB *4 302312222 Raseinių region, Gėluvos v., Dvaro st.
30
**A 100,00% 100,00%
121. Agrar Dubysa UAB *4 302312215 Raseinių region, Gėluvos v., Dvaro st.
30
**A 100,00% 100,00%
122. Agrar Pauliai UAB *4 302312165 Raseinių region, Gėluvos v., Dvaro st.
30
**A 100,00% 100,00%
123. Agrar Mituva UAB *4 302312172 Raseinių region, Gėluvos v., Dvaro st.
30
**A 100,00% 100,00%
124. AUGA Raseiniai UAB *4 304704364 Raseinių region, Kalnujai, Žieveliškės
st. 1
**A 100,00% 100,00%
125. Tėvynės žemelė UAB *4 303301428 Antano Tumėno st. 4, Vilniaus mun.,
Vilnius
**G 100,00% 100,00%
126. Tėviškės žemelė UAB *4 303207199 Antano Tumėno st. 4, Vilniaus mun.,
Vilnius
**E 100,00% 100,00%
127. Cooperative entity Grybai LT *3 302765404 Žibalų st. 37, Širvintos **I 100,00% 100,00%

COMMENTS:

- * **

  • *3 Cooperative entity **C Human resource management **I Food processing
  • *4 Private limited Company **D IT system development
  • *5 Public institution **E Land management
  • *6 Foreign legal entity **F Lease of machinery

-

-

*1 Agricultural entity **A Agricultural operations **G Management of subsidiaries *2 Association **B Cash pool of the group **H Trade and logistics

(All amounts are in EUR thousand, unless stated otherwise)

4. Property, plant and equipment

GROUP Constructions Vehicles, equipment
and other property,
Construction
Land Buildings and machinery plant and equipment in progress Total
Carrying amount
As of 31 December 2020 62,279 41,448 23,489 2,345 2,991 132,552
- additions 11,539 493 4,397 1,116 2,863 20,408
- disposals and write-offs (2) (155) (123) (34) - (314)
- revaluation 1,221 - - - - 1 221
- depreciation (including ROU assets) (6,351) (2,535) (4,470) (938) - (14,295)
- reclassifications - - (314) 1,651 (1,653) (315)
As of 31 December 2021 68,686 39,251 22,978 4,140 4,201 139,257
- additions 378 465 738 132 598 2,311
- disposals and write-offs - - (84) 3 - (81)
- revaluation - - - - - -
- depreciation (including ROU assets) (2,909) (1,298) (2,166) (492) - (6,865)
- reclassifications - 721 - - (721) -
As of 30 June 2022 66,156 39,139 21,466 3,783 4,078 134,622
Acquisition cost or revaluated
amount as of
31 December 2020 73,493 57,529 45,813 6,177 2,991 186,004
31 December 2021 86,251 57,867 49,772 8,910 4,201 207,001
30 June 2022 86,629 59,053 50,426 9,045 4,078 209,231
Accumulated depreciation and
impairment losses as of
31 December 2020 (11,214) (16,081) (22,324) (3,832) - (53,452)
31 December 2021 (17,565) (18,616) (26,794) (4,770) - (67,745)
30 June 2022 (20,474) (19,914) (28,960) (5,262) - (74,610)
Carrying amount as of
31 December 2020 62,279 41,448 23,489 2,345 2,991 132,552
31 December 2021 68,686 39,251 22,978 4,140 4,201 139,257
30 June 2022 66,156 39,139 21,466 3,783 4,078 134,622

Right-of-use assets (ROU assets) recognized by the Group included the following type of assets:

Right of use assets Land
30 June 2022 31 December 2021
Acquisition cost 56,377 46,020
Additions - 10,357
Less: accumulated depreciation (20,474) (17,565)
Carrying amount 35,904 38,812
Right of use assets Buildings
30 June 2022 31 December 2021
Acquisition cost 965 1,008
Additions - -
Disposals and write-offs - (44)
Less: accumulated depreciation (469) (403)
Carrying amount 496 562

5. Biological assets

The movement of Group's biological assets consisted of the following:

(All amounts are in EUR thousand, unless stated otherwise)

Non – current assets Current assets
Dairy cows Other livestock Mushroom seedbed Crops Total
Balance as of 31 December 2020 6,310 3,389 2,149 14,903 26,751
Direct purchases - 205 - - 205
Accumulated expenses - 3,756 27,833 36,180 67,769
Transfer between groups 3,613 (3,613) - - -
Direct sales (609) (290) - - (899)
Harvest - - (27,692) (30,820) (58,512)
Revaluation (2,167) (239) - (3,155) (5,561)
Write-offs (257) (107) - - (364)
Balance as of 31 December 2021 6,890 3,103 2,290 17,108 29,391
Direct purchases - - - - -
Accumulated expenses - 2,505 14,602 56,928 74,035
Transfer between groups 2,133 (2,133) - - -
Direct sales (909) (502) - - (1,411)
Harvest - - (14,602) (39,232) (53,834)
Revaluation (806) (112) - 7,285 6,367
Write-offs (148) (30) - - (178)
Balance as of 30 June 2022 7,160 2,831 2,290 42,089 54,370

6. Inventory

As of June 30 the Group's inventories consisted of the following:

As of 30 June 2022 As of 31 December 2021
Finished goods (agricultural produce) 6,832 18,828
Raw materials 7,184 6,804
Total 14,016 25,632
Less: Revaluation to net realizable value of agricultural produce (1,536) (1,536)
Carrying amount 12,480 24,096

7. Receivables and advance payments

As of the balance sheet date Group's receivables and advance payments consisted of the following:

As of 30 June 2022 As of 31 December 2021
Trade receivables 4,592 4,656
VAT receivable 83 641
Receivables from National Paying Agency 6,111 1,455
Accounts receivable from private individuals 50 83
Other receivables 3,715 3,582
Prepayments and deferred expenses 3,627 3,714
Less: loss allowance (3,237) (3,237)
Total trade accounts receivable, net 14,941 10,894
Non-current receivables, gross 450 450
Less: loss allowance (1) (1)
Total 15,440 11,343

Receivables from the National Paying Agency are the direct subsidies receivable for crops and milk, which are due by 30 June of the following year.

(All amounts are in EUR thousand, unless stated otherwise)

8. Financial liabilities

The Group's long-term borrowings consisted of the following:

As of 30 June 2022 As of 31 December 2021
Borrowings from banks
Mushroom growing companies 6,940 7,590
FMCG companies 940 1,007
Agricultural entities 23,316 21,189
Parent company 2,877 2,728
Other borrowings
Investment fund for purchased land 253 253
Bonds 25,261 19,114
Total 59,587 51,882
Less: amounts, payable within one year (according to agreements) (4,333) (5,767)
Total long-term borrowings 55,254 46,115
The long-term borrowings and payables are repayable as follows:
As of 30 June 2022 As of 31 December 2021
Financial liabilities to banks and bondholders
Within second year 10,356 9,853
Within third and fourth year 38,573 35,939
After fifth year and later 6,326 323
Total 55,254 46,115
The Group's short-term borrowings were the following:
As of 30 June 2022 As of 31 December 2021
Borrowings from banks
Mushroom growing companies 2,400 2,400

Grain selling entity 1,667 3,183 Total short-term borrowings 4,067 5,583

Short-term loans from banks as of 30 June 2022 include EUR 4,067 thousand credit-line facilities (2021: EUR 5,583 thousand).

9. Leases

The Group's leases consisted of the following:

As of 30 June 2022 As of 31 December 2021
Lease liabilities
Lease liabilities related to right-of-use assets* 36,552 39,114
Lease liabilities related to other assets** 5,847 6,406
Total 42,400 45,519
Less: amounts payable within one year
Lease liabilities related to right-of-use assets* 2,637 5,198
Lease liabilities related to other assets** 1,417 2,680
Total 4,053 7,878
Total long-term leases 38,346 37,641

* Lease liabilities accounted as operational lease before adoption of IFRS 16.

** Lease liabilities accounted as financial lease before adoption of IFRS 16.

(All amounts are in EUR thousand, unless stated otherwise)

10. Results of business segments

CROP GROWING SEGMENT

6-month period ending 6-month period ending
a) Harvest of agricultural produce 30 June 2022 30 June 2021
Total cultivated land, ha 38,525 39,139
Wheat 11,693 10,440
Legumes 6,785 8,056
Other cash crops 11,657 12,397
Forage Crops 7,647 6,773
Fallow 743 1,473
Average harvest yield, t/ha - -
Wheat - -
Legumes - -
Other cash crops - -
Forage Crops - -
Total fair value of harvest, EUR'000 39,232 35,253
Wheat 15,590 9,636
Legumes 4,992 6,263
Other cash crops 14,983 15,255
Forage Crops 3,666 4,098
Total production cost of harvest, EUR'000 29,826 28,726
Wheat 9,603 7,748
Legumes 3,193 5,117
Other cash crops 13,364 11,763
Forage Crops 3,666 4,098
Total gain (loss) on revaluation of biological assets at fair value,
EUR'000*
9,406 6,527
Gain (loss) on revaluation of biological assets at fair value recognized in
previous periods, EUR'000*
2,334 2,018
Gain (loss) on revaluation of biological assets recognized in
reporting period, EUR'000*
7,499 4,509

*Estimated gain (loss) on recognition of cash crops at fair value as of 30 June 2022. For more information, please see management report's section 2.2.

b) Sales of agricultural produce 6-month period ending
30 June 2022
6-month period ending
30 June 2021
Total revenue of sold agricultural produce, EUR'000 8 849 9,480
Total cost of sold agricultural produce*, EUR'000 8 081 10,663
Total inventory write-offs, EUR'000 757 431
Result of internal transactions, EUR'000 (707) -
Result of sales of agricultural produce, EUR'000 (696) (1,614)

* The cost of sold agricultural produce represents the value of crops evaluated at fair values at point of harvest and related sales costs.

c) Agricultural subsidies 6-month period ending
30 June 2022
6-month period ending
30 June 2021
Direct subsidies, EUR'000 2,495 2,544
Organic farming subsidies, EUR'000 2,202 2,073
Total subsidies, EUR'000 4,697 4,617
Gross profit of crop growing segment, EUR'000 (a+b+c) 11,500 7,513
Depreciation included in the harvest of agricultural produce, EUR'000 1,981 1,777

(All amounts are in EUR thousand, unless stated otherwise)

DAIRY SEGMENT 6-month period ending 6-month period ending
30 June 2022
13,924
30 June 2021
13,538
Total quantity sold, tonnes 225
Non-organic milk, tonnes 607
Organic milk, tonnes 12,671 12,857
Dairy commodities, tonnes 235 335
Cattle, tonnes 411 391
Total revenues of dairy segment, EUR'000 8,141 6,732
Non-organic milk, EUR'000 293 77
Organic milk, EUR'000 6,308 5,209
Dairy commodities, EUR'000 812 1,004
Cattle, EUR'000 729 442
Total cost of dairy segment, EUR'000 7,185 6,694
Milk, EUR'000 5,664 5,319
Dairy commodities, EUR'000 791 933
Cattle, EUR'000 729 442
Revaluation of biological assets, EUR'000 (1,092) (1,812)
Total subsidies, EUR'000 1,428 1,507
Gross profit of dairy segment, EUR'000 1,293 (267)
Depreciation included in cost of dairy segment sales, EUR'000 320 313
MUSHROOM SEGMENT 6-month period ending 6-month period ending
30 June 2022 30 June 2021
Total quantity sold, tonnes 6,109 6,335
Non-organic mushrooms, tonnes 5,608 5,934
Organic mushrooms, tonnes 501 401
Total revenues from mushroom sales, EUR'000 14,011 14,072
Non-organic mushrooms, EUR'000 12,409 12,663
Organic mushrooms, EUR'000 1,601 1,408
Total cost of mushrooms sold, EUR'000 14,348 13,586
Non-organic mushrooms, EUR'000 13,174 12,659
Organic mushrooms, EUR'000 1,174 927
Total revenues from sales of mushroom seedbed, EUR'000 255 254
Total cost from sales of mushroom seedbed, EUR'000 255 150
Gross profit of mushroom growing segment, EUR'000 (333) 589
Depreciation included in cost of mushroom sales, EUR'000 802 830
FAST-MOVING CONSUMER GOODS 6-month period ending
30 June 2022
6-month period ending
30 June 2021
Total revenue from fast-moving consumer goods sales, EUR'000 2,718 2,591
Total cost of fast-moving consumer goods, EUR'000 2,531 1,929
Gross profit of fast-moving consumer goods segment, EUR'000 187 661
Depreciation included in cost of sales of fast-moving consumer goods,
EUR'000
177 178

(All amounts are in EUR thousand, unless stated otherwise)

11. Operating expenses

Operating expenses breakdown by type of expenses was the following:

6-month period ending 30 June
2022 2021
Payroll and social security expenses 2,577 2,397
Share based payments amortization 292 281
Depreciation PP&E, ROU assets and amortization of IA 462 437
Consultations and business plan preparations 131 88
Insurance and tax expense 400 234
Selling expenses 550 480
Fuel costs 160 127
Real estate registration and notaries 59 59
Rent and utilities 176 178
Transport costs 135 145
Office administration 282 246
Other expenses 554 474
Total 5,778 5,146

In April 2019 the Company approved Employee Option Plan thus Share-Based Payments expenses were recognized. It should be noted that respective expenses are equity-settled and are recognized evenly per 3-year vesting period.

12. Other income

Other income breakdown by type was the following:

6-month period ending 30 June
2022 2021
Interest and fines income 154 176
Insurance benefits 34 91
Other income (expenses) 145 (19)
Total 332 248

13. Other gains/(losses)

Other gains/(losses) breakdown by type was the following:

6-month period ending 30 June
2022 2021
Gain (loss) on sale of investment property - -
Gain (loss) from sale of property, plant and equipment 81 22
Gain (loss) from sale of subsidiaries - -
Total 81 22

14. Financial expenses

Financial expenses breakdown by type was the following:

6-month period ending 30 June
2022 2021
Bank interest expenses 866 718
Bond interest expenses 829 768
Leasing and other financial expenses 1,283 1,057
Lease and other finance costs (excluding lease related to acquisition
of ROU assets)
349 254
Currency exchange differences 10 51
Fair value change of derivatives 1 -
Other financial expenses 81 25
Total 3,418 2,873

15. Subsequent events January – August 2022

The Company informs of all material events over the CNS (Company News System) of NASDAQ Vilnius.

Announcement
date
Announcement header
2022.08.25 AUGA group, AB will organise an Investor Conference Webinar to introduce unaudited financial results for the 6 months of
2022
2022.06.22 Notification on the total number of voting rights granted by shares of AUGA group, AB and capital
2022.06.22 New wording of AUGA group, AB Articles of Association and the increase of the authorized share capital registered
2022.06.03 AUGA group, AB presentation of financial results for the 3 months of 2022
2022.06.01 Report on interim financial information of AUGA group, AB for the three-month period ended 31 March 2022
2022.05.30 AUGA Group, AB exercises the first stock options for employees
2022.05.30 AUGA Group, AB notifications on transactions of persons holding management positions
2022.05.27 AUGA group, AB will organise an Investor Conference Webinar to introduce unaudited financial results for the 3 months of
2022
2022.05.26 AUGA group, AB readies to produce first batch of biomethane and electric tractors
2022.04.29 Decisions of the Ordinary General Meeting of Shareholders of AUGA group, AB which Took Place on 29th April 2022
2022.04.21 Update: Notice on the update of questions of the agenda of the ordinary general meeting of shareholders of AUGA group,
AB on 29 April 2022 by drafts of decisions and related information
2022.04.21 AUGA group, AB Notification of transactions by persons discharging managerial responsibilities
2022.04.21 AUGA group, AB progresses with its employee motivation scheme through share options
2022.04.19 AUGA group, AB Published Green Bond Report
2022.04.19 AUGA group, AB published Consolidated Annual Report
2022.04.19 Notice on the update of questions of the agenda of the ordinary general meeting of shareholders of AUGA group, AB on
29 April 2022 by drafts of decisions and related information:
2022.04.07 Notice on Convocation of the ordinary General Meeting of Shareholders of AUGA group, AB on 29 April 2022
2022.04.06 Warsaw Stock Exchange excluded from exchange trading on the GPW Main List of the shares of the AUGA group, AB
2022.03.18 AUGA group, AB and its subsidiaries signed financing agreements with KŪB Business Aid Fund and UAB Medicinos
bankas
2022.03.14 Polish Financial Supervision Authority undertook a decision on granting consent to delist the shares of AUGA group, AB,
which will result in the delisting of shares from trading on the Warsaw Stock Exchange
2022.03.02 AUGA group, AB presentation of financial results for the 12 months of 2021
2022.03.01 AUGA group, AB interim information for 12-month period ending 31 December 2021
2022.02.25 AUGA group, AB will organise an Investor Conference Webinar to introduce unaudited financial results for the 12 months
of 2021

V. CONFIRMATION OF RESPONSIBLE PERSONS

In accordance with the Law on Securities of the Republic of Lithuania and the Rules on the Information Disclosure approved by the Board of the Bank of Lithuania, we hereby confirm that, to the best of our knowledge, the consolidated interim financial statements of AUGA group, AB for the six-month period ended 30 June 2022, have been prepared in accordance with the International Financial Reporting Standards, give a true and fair view of the assets, liabilities, financial position, profit or loss and cash flow of AUGA group, AB group.

Chief Executive Officer Kęstutis Juščius

Chief Financial Officer Mindaugas Ambrasas

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