Annual / Quarterly Financial Statement • Apr 27, 2022
Annual / Quarterly Financial Statement
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PART 2 - FINANCIAL STATEMENTS


| 2 - Statement of compliance � � � � � � � � � � � � � � � � � � � � � � � � � � �14 |
|---|
| 3 - Accounting policies � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �14 |
| 4 - Use of accounting estimates and judgements � � � � � � 20 |
| 5 - Group companies / consolidation scope � � � � � � � � � � � 22 |
| 6 - Exchange rates � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 22 |
| 7 - Operational result and segment information � � � � � � 23 |
| 8 - Goodwill and other intangible assets � � � � � � � � � � � � � � 27 |
| 9 - Biological assets - bearer plants � � � � � � � � � � � � � � � � � � � � 30 |
| 10 - Other property, plant & equipment � � � � � � � � � � � � � � � �31 |
| 11 - Receivables > 1 year � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 34 |
| 12 - Inventories � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 34 |
| 13 - Biological assets � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 34 |
| 14 - Other current receivables and other |
| current payables � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 35 |
| 15 - Shareholders' equity � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 35 |
| 16 - Non-controlling interests � � � � � � � � � � � � � � � � � � � � � � � � 37 |
| 17 - Provisions � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 38 |
| 18 - Pension liabilities � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 38 |
| 19 - Net financial assets/(liabilities) � � � � � � � � � � � � � � � � � � 40 |
| 20 - Other operating income/(charges) � � � � � � � � � � � � � � � 42 |
|---|
| 21 - Financial result � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 42 |
| 22 - Share based payment � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 42 |
| 23 - Income taxes � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 43 |
| 24 - Investments in associates and joint ventures � � � � � 45 |
| 25 - Change in net working capital � � � � � � � � � � � � � � � � � � � � 47 |
| 26 - Financial instruments � � � � � � � � � � � � � � � � � � � � � � � � � � � 47 |
| 27 - Leasing � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 53 |
| 28 - Rights and commitments |
| not reflected in the balance sheet � � � � � � � � � � � � � � � � � 54 |
| 29 - Related party transactions � � � � � � � � � � � � � � � � � � � � � � � 55 |
| 30 - Business combinations, |
| acquisitions and divestures � � � � � � � � � � � � � � � � � � � � � � � 55 |
| 31 - Earnings per share (basic and diluted) � � � � � � � � � � � � 57 |
| 32 - Events after the balance sheet date � � � � � � � � � � � � � � � 57 |
| 33 - Services provided by the auditor |
| and related fees � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 57 |
| 34 - Covid-19 � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 58 |
| on consolidated financial statements � � � � � � � � � � � � � � � � � � � � 59 |
|
|---|---|
| Parent company summarised statutory accounts � � � � � � � � 66 | |
| Condensed balance sheet � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 67 | |
| Condensed income statement � � � � � � � � � � � � � � � � � � � � � � � � � � � � 68 | |
| Appropriation account � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 68 | |
| ESEF information � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 72 | |
| Responsible persons � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 73 | |
| For further information � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 74 |
The consolidated financial statements for the financial year 2021 are prepared in accordance with the International Financial Reporting Standards (IFRS).
With the exception of the strong decrease in the net cash position due to the excellent free cash flow, the main movements in the balance sheet positions were related to the deconsolidation of PT Melania. Note 30 summarises the impact on the income statement of this transaction as well as the impact on the various balance sheet items.
The reduction in biological assets – bearer plants (KUSD 8 456) is the result of the deconsolidation of PT Melania (KUSD 12 482) and the accelerated depreciation in PT Dendymarker on earlier than planned replanting (KUSD 4 229). The other fixed assets showed a slight increase due to the accelerated execution of the investment budget in the second semester, whereby the investments exceeded the depreciations.
The amounts receivable after one year increased, due to the granting of loans to the plasma smallholders in South Sumatra for the financing of their new plantings.
The assets held for sale of KUSD 13 520 (55% of KUSD 24 582) represent the estimated net sales value of the part of PT Melania that is still held by the Group until all conditions for a final sale are fulfilled.
The advances received after 1 year relate to the sale of 40% of the shares of PT Melania. They include the difference between the amount received (KUSD 19 000) and the sum of the value of 40% of the shares of PT Melania (KUSD 9 833) that were transferred, and the amounts paid since the transfer for the renewal of the concession rights, pension payments and the financing of the tea activities (KUSD 1 922). Of the total remaining advance of KUSD 7 245, KUSD 2 415 is expected to be used within the year and KUSD 4 830 to be used after more than one year.
The net current assets, net of cash, experienced four major movements, without any impact on the overall structure of the balance sheet:
| IN KUSD | 31/12/2021 | 31/12/2020 |
|---|---|---|
| Inventories | 48 017 | 29 648 |
| Biological assets | 9 168 | 6 763 |
| Trade receivables | 32 282 | 27 731 |
| Other receivables | 49 878 | 49 146 |
| Current tax receivables | 1 469 | 11 766 |
| Derivatives | 0 | 0 |
| Other current assets | 2 151 | 2 043 |
| Trade payables | -23 605 | -21 384 |
| Advances received | -11 934 | -1 071 |
| Other payables | -11 519 | -8 805 |
| Income taxes | - 19 346 | - 4 687 |
| Derivatives | - 2 066 | - 793 |
| Other current liabilities | -12 749 | -4 220 |
| NET CURRENT ASSETS, NET OF CASH | 61 746 | 86 137 |
| IN KUSD | 31/12/2021 | 31/12/2020 |
|---|---|---|
| Other investments and deposits | 38 | 0 |
| Cash and cash equivalents | 19 939 | 9 790 |
| Financial liabilities > 1 year | -36 000 | -54 000 |
| Leasing liabilities > 1 year | -2 207 | -2 285 |
| Current portion of amounts payable > 1 year | -18 000 | -18 000 |
| Financial liabilities | -12 477 | -86 128 |
| Leasing liabilities < 1 year | - 484 | - 543 |
| NET CASH POSITION | -49 192 | -151 165 |
The net financial debt decreased by KUSD 101 973 thanks to the positive free cash flow.
Total revenue increased by 51.8% compared with 2020, up to USD 416 million. The revenue from palm products increased by 60.9%, mainly due to a combination of higher volumes and higher world market prices for crude palm oil (CPO). Rubber revenue decreased by 9.1% despite a higher realised unit selling price, due to lower production at PT Agro Muko and the loss of direct sales to external clients by PT Melania, the company that was deconsolidated in 2021. This deconsolidation also resulted in the revenue from tea being almost halved. The revenue in the banana segment, expressed in the functional currency, the euro, increased mainly due to a 3.6% rise in volumes sold. As the bananas are traded in euro, the USD revenue increased by 6.1%, due to the evolution of the EUR/USD exchange rate.
The total cost of sales increased by KUSD 36 837. Purchases of Fresh Fruit Bunches (FFB) from third parties augmented by KUSD 34 462, due to a rise in the purchased volumes and the increased FFB purchase prices, which are related to CPO prices.
The average ex works unit cost price for the oil palm plantations experienced a slight increase by 4.3%. In Indonesia, the high costs of the young mature plantations weighed on the average cost level, while in Papua New Guinea, the excellent production of Hargy Oil Palms Ltd led to a decrease in the unit cost price by 17.7%. The unit cost price of the banana segment remained about the same as in 2020. For the rubber segment, the unit cost prices increased significantly (50.8%): in preparation for the conversion from rubber into palm, production decreased significantly and the remaining net carrying value was depreciated more quickly.
The changes in fair value concerned the valuation of the hanging fruits (IAS 41R).
The gross profit rose from KUSD 62 357 at the end of 2020 to KUSD 169 218 at the end of 2021.
The gross result of the palm segment (98.4% of the total gross profit) increased by KUSD 106 816, thanks to higher production and especially higher net palm oil prices.
The average world market price for CPO for 2021 was USD 1 195 per tonne CIF Rotterdam. This is 67.1% higher than over the same period last year. However, it should be noted that in Indonesia the export levy and export tax increased significantly compared to last year. For the entire year 2021, the total impact of the export levy and export tax is estimated at approximately USD 349 per tonne compared with USD 74 per tonne last year.
The graph below shows Indonesia's export levy and export tax per month.

In Papua New Guinea, the Group was able to fully benefit from the increase in CPO prices.
Despite this export levy and export tax, the total average ex-works sales price (gross sales price lowered by the local and international transport costs, and export levy and export tax) for CPO increased. This evolved from USD 583 per tonne for 2020 to USD 807 per tonne for 2021, an increase of 38.4%.
The relatively strong recovery of sales prices for rubber, since the second half of last year, could not prevent a further increase in the negative contribution of the rubber segment to the gross margin. This is mainly due to the decreased production volumes in the rubber estates of PT Bandar Sumatra and PT Agro Muko.
Since 2021, the net result of the tea segment represents exclusively the commissions that SIPEF receives from the sale of tea volumes in the market.
The profitability of the banana and horticulture activities was confirmed with a gross margin of KUSD 3 803.
The general and administrative expenses increased compared with last year, mainly due to the increased bonus provision because of the better results.
The other operating charges and income included an exceptional depreciation on earlier than foreseen replanting in PT Dendymarker (KUSD 4 229).
The recurring operating result amounted to KUSD 127 776 against KUSD 30 778 last year.
The financial income mainly comprises the positive time effect of the discount of the receivable from the sale of the SIPEF-CI oil palm plantation in Ivory Coast at the end of 2016 (KUSD 748). This receivable was almost completely collected by the end of 2021. In addition, interest income from the growing receivables from plasma smallholders in South Sumatra increased.
The financial charges were mainly related to longterm and short-term financing. Of these, approximately half were hedged through an Interest Rate Swap (IRS).
The result before tax amounted to KUSD 124 997 compared with KUSD 28 064 in 2020.
The recurring tax expense of 28.9% was slightly higher than the recurring theoretical tax expense of 26%. This was mainly due to the negative impact (KUSD 1 942) of a number of non-deductible expenses, of which the most important was the limitation of interest deduction in Indonesia (KUSD -825).
The share of results of associated companies and joint ventures (KUSD -1 091) included the research activities that are centralised in PT Timbang Deli and Verdant Bioscience Pte Ltd (KUSD -1 032), and four-month result of PT Melania (KUSD -59).
The recurring profit for the period amounted to KUSD 87 832.
The recurring net result, share of the Group, amounted to KUSD 82 746, almost six times higher than the result of KUSD 14 122 in 2020.
On 30 April 2021, an agreement was signed with Shamrock Group concerning the conditional sale of PT Melania for USD 36 million. The total capital gain of KUSD 11 640 (share of the Group, KUSD 11 003) realised on this transaction is further detailed in note 30.
The net result, share of the Group, amounted to KUSD 93 749.
In line with the increase of the operating result, the cash flow from operating activities increased from KUSD 73 669 in 2020 to KUSD 178 796 this year.
The variation of the working capital of KUSD -8 523 mainly concerned the following elements:
The above-mentioned use of working capital concerned the usual temporary movements.
In Indonesia and Papua New Guinea the Group made advance payments of taxes in accordance with local legislation. These were partly based on the results of 2019 and partly on the results of 2020 which were both lower than the results of 2021. Therefore, the prepayments of taxes of KUSD 9 962 were significantly below the taxes to be paid of KUSD 34 722.
The acquisitions in intangible and tangible assets (KUSD -68 692) related to the usual replacement investments, but mainly to the expansions in South Sumatra (KUSD -33 180). Due to covid-19 related logistic and operational impediments, investments temporarily remained below expectations.
During the year, additional loans (KUSD -9 578) were also granted to the surrounding plasma smallholders in South Sumatra.
The selling price of property, plant and equipment (PP&E) and financial assets (KUSD 30 229) mainly concerned funds received from three transactions:
The free cash flow for the year amounted to KUSD 112 270 compared with KUSD 21 299 for the same period last year.
The other financing activities (KUSD -102 084) comprise the buy-back and sale transactions of treasury shares (KUSD -1 161); the partial repayments of long-term financing (KUSD -18 000 for the long-term loan and KUSD -78 for the leasing debts); repayment of short-term financing (KUSD -73 710); dividend payments to SIPEF shareholders (KUSD -4 443); dividend payments to non-controlling parties (KUSD -2 306); and interest payments (KUSD -2 386).
| IN KUSD | NOTE | 2021 | 2020 |
|---|---|---|---|
| Non-current assets | 815 303 | 809 753 | |
| Intangible assets | 8 | 348 | 473 |
| Goodwill | 8 | 104 782 | 104 782 |
| Biological assets - bearer plants | 9 | 307 371 | 315 826 |
| Other property, plant & equipment | 10 | 359 896 | 354 811 |
| Investment property | 0 | 0 | |
| Investments in associates and joint ventures | 24 | 3 598 | 4 630 |
| Financial assets | 92 | 80 | |
| Other financial assets | 92 | 80 | |
| Receivables > 1 year | 25 666 | 16 101 | |
| Other receivables | 11 | 25 666 | 16 101 |
| Deferred tax assets | 23 | 13 550 | 13 049 |
| Current assets | 176 462 | 136 888 | |
| Inventories | 12 | 48 017 | 29 648 |
| Biological assets | 13 | 9 168 | 6 763 |
| Trade and other receivables | 82 161 | 76 877 | |
| Trade receivables | 26 | 32 282 | 27 731 |
| Other receivables | 14 | 49 878 | 49 146 |
| Current tax receivables | 23 | 1 469 | 11 766 |
| Investments | 38 | 0 | |
| Other investments and deposits | 19 | 38 | 0 |
| Derivatives | 26 | 0 | 0 |
| Cash and cash equivalents | 19 | 19 939 | 9 790 |
| Other current assets | 2 151 | 2 043 | |
| Assets held for sale | 30 | 13 520 | 0 |
| TOTAL ASSETS | 991 765 | 946 641 |
| IN KUSD | NOTE | 2021 | 2020 |
|---|---|---|---|
| Total equity | 766 183 | 674 550 | |
| Shareholders' equity | 15 | 727 329 | 638 688 |
| Issued capital | 44 734 | 44 734 | |
| Share premium | 107 970 | 107 970 | |
| Treasury shares (-) | -11 521 | -10 277 | |
| Reserves | 596 813 | 507 299 | |
| Translation differences | -10 666 | -11 038 | |
| Non-controlling interests | 16 | 38 854 | 35 862 |
| Non-current liabilities | 113 402 | 126 460 | |
| Provisions > 1 year | 1 125 | 1 354 | |
| Provisions | 17 | 1 125 | 1 354 |
| Deferred tax liabilities | 23 | 46 950 | 44 010 |
| Trade and other liabilities > 1 year | 26 | 0 | 0 |
| Financial liabilities > 1 year (incl. derivatives) | 19 | 36 000 | 54 000 |
| Leasing liabilities > 1 year | 27 | 2 207 | 2 285 |
| Pension liabilities | 18 | 22 290 | 24 810 |
| Advances received > 1 year | 30 | 4 830 | 0 |
| Current liabilities | 112 180 | 145 631 | |
| Trade and other liabilities < 1 year | 66 404 | 35 947 | |
| Trade payables | 26 | 23 605 | 21 384 |
| Advances received | 26 | 11 934 | 1 071 |
| Other payables | 14 | 11 519 | 8 805 |
| Income taxes | 23 | 19 346 | 4 687 |
| Financial liabilities < 1 year | 30 961 | 104 671 | |
| Current portion of amounts payable after one year | 19 | 18 000 | 18 000 |
| Financial liabilities | 19 | 12 477 | 86 128 |
| Leasing liabilities < 1 year | 27 | 484 | 543 |
| Derivatives | 26 | 2 066 | 793 |
| Other current liabilities | 12 749 | 4 220 | |
| Liabilities associated with assets held for sale | 0 | 0 | |
| TOTAL EQUITY AND LIABILITIES | 991 765 | 946 641 |
| IN KUSD | NOTE | 2021 | 2020 |
|---|---|---|---|
| Revenue | 7 | 416 053 | 274 027 |
| Cost of sales | 7 | -249 240 | -212 403 |
| Changes in fair value of biological assets | 7 | 2 404 | 733 |
| Gross profit | 169 218 | 62 357 | |
| General and administrative expenses | 7 | -36 891 | -31 573 |
| Other operating income/(charges) | 20 | 7 088 | - 6 |
| Operating result | 139 416 | 30 778 | |
| Financial income | 1 475 | 2 012 | |
| Financial charges | -3 096 | -5 103 | |
| Exchange differences | -1 157 | 378 | |
| Financial result | 21 | -2 779 | -2 713 |
| Profit before tax | 136 637 | 28 065 | |
| Tax expense | 23 | -36 075 | -10 828 |
| Profit after tax | 100 562 | 17 237 | |
| Share of results of associated companies and joint ventures | 24 | -1 091 | -1 059 |
| Result from continuing operations | 99 471 | 16 178 | |
| Result from discontinued operations | 0 | 0 | |
| Profit for the period | 99 471 | 16 178 | |
| Attributable to: | |||
| - Non-controlling interests | 16 | 5 722 | 2 055 |
| - Equity holders of the parent | 93 749 | 14 122 | |
| EARNINGS PER SHARE (IN USD) | NOTE | 2021 | 2020 |
| FROM CONTINUING AND DISCONTINUED OPERATIONS | |||
| Basic earnings per share | 31 | 9.00 | 1.36 |
| Diluted earnings per share | 31 | 8.99 | 1.36 |
| FROM CONTINUING OPERATIONS | |||
| Basic earnings per share | 31 | 9.00 | 1.36 |
| Diluted earnings per share | 31 | 8.99 | 1.36 |
| Basic earnings per share excluding capital gain sale PT Melania | 7.88 | 1.36 |
| IN KUSD | NOTE | 2021 | 2020 |
|---|---|---|---|
| Profit for the period | 99 471 | 16 178 | |
| Other comprehensive income: | |||
| Items that may be reclassified to profit and loss in subsequent periods | |||
| - Exchange differences on translating foreign operations | 15 | 372 | 755 |
| - Cash flow hedges - fair value result for the period | 26 | 905 | -1 922 |
| - Income tax effect (cash flow hedges) | 26 | - 226 | 489 |
| Items that will not be reclassified to profit and loss in subsequent periods | |||
| - Defined Benefit Plans - IAS 19R | 18 | - 631 | -1 329 |
| - Income tax effect | 139 | 292 | |
| Total other comprehensive income for the year | 559 | -1 714 | |
| Other comprehensive income attributable to: | |||
| - Non-controlling interests | 2 | - 94 | |
| - Equity holders of the parent | 557 | -1 619 | |
| Total comprehensive income for the year | 100 030 | 14 464 | |
| Total comprehensive income attributable to: | |||
| - Non-controlling interests | 5 724 | 1 961 | |
| - Equity holders of the parent | 94 306 | 12 503 |
| IN KUSD | NOTE | 2021 | 2020 | ||||
|---|---|---|---|---|---|---|---|
| OPERATING ACTIVITIES | |||||||
| Profit before tax | 136 637 | 28 065 | |||||
| Adjusted for: | |||||||
| Depreciation | 8,9,10 | 48 616 | 43 581 | ||||
| Movement in provisions | 17, 18 | 2 452 | 197 | ||||
| Stock options | 121 | 128 | |||||
| Unrealized exchange result | 0 | - 169 | |||||
| Changes in fair value of biological assets | -2 404 | - 733 | |||||
| Other non-cash results | - 773 | -1 266 | |||||
| Hedge reserves and financial derivatives | 26 | 2 178 | -1 171 | ||||
| Financial income and charges | 2 369 | 4 330 | |||||
| Loss on receivables | 0 | - 249 | |||||
| Loss/(gain) on sale of investments | 0 | 0 | |||||
| Result on disposal of property, plant and equipment | 1 241 | 957 | |||||
| Result on disposal of financial assets | 30 | -11 640 | 0 | ||||
| Cash flow from operating activities before change in net working capital | 25 | 178 796 | 73 669 | ||||
| Change in net working capital | 25 | -8 523 | 3 165 | ||||
| Variation in long term receivables* | 0 | 0 | |||||
| Cash flow from operating activities after change in net working capital | 170 273 | 76 834 | |||||
| Income taxes paid | 23 | -9 962 | -3 572 | ||||
| Cash flow from operating activities | 160 312 | 73 262 | |||||
| INVESTING ACTIVITIES | |||||||
| Acquisition intangible assets | 8 | - 40 | - 49 | ||||
| Acquisition biological assets | 9 | -27 396 | -26 971 | ||||
| Acquisition property, plant & equipment | 10 | -41 256 | -24 743 | ||||
| Financing plasma advances* | 11 | -9 578 | -4 479 | ||||
| Acquisition investment property | 0 | 0 | |||||
| Acquisition subsidiaries | 0 | 0 | |||||
| Dividends received from associated companies and joint ventures | 0 | 0 | |||||
| Proceeds from sale of property, plant & equipment | 5 521 | 2 401 | |||||
| Proceeds from sale of financial assets | 30 | 24 708 | 1 878 | ||||
| Cash flow from investing activities | -48 042 | -51 963 | |||||
| Free cash flow | 112 270 | 21 299 | |||||
| FINANCING ACTIVITIES | |||||||
| Capital increase | 0 | 0 | |||||
| Equity transactions with non-controlling parties | 0 | -2 795 | |||||
| Increase of treasury shares | 22 | -2 194 | 0 | ||||
| Decrease of treasury shares | 22 | 1 033 | 0 | ||||
| Decrease in long-term financial borrowings | 19 | -18 078 | -9 228 | ||||
| Increase in long-term financial borrowings | 19 | 0 | 0 | ||||
| Decrease short-term financial borrowings | 19 | -73 710 | -5 092 | ||||
| Increase short-term financial borrowings | 19 | 0 | 0 | ||||
| Last year's dividend paid during this book year | -4 443 | 0 | |||||
| Dividends paid by subsidiaries to minorities | 16 | -2 306 | - 716 | ||||
| Interest received – paid | -2 386 | -4 331 | |||||
| Cash flow from financing activities | -102 084 | -22 162 | |||||
| Net increase in investments, cash and cash equivalents | 19 | 10 186 | - 863 | ||||
| Investments and cash and cash equivalents (opening balance) | 19 | 9 790 | 10 653 | ||||
| Effect of exchange rate fluctuations on cash and cash equivalents | 19 | 0 | 0 | ||||
| Investments and cash and cash equivalents (closing balance) | 19 | 19 977 | 9 790 |
* As from 2021, the financing of plasma advances has been included under investing activities instead of changes in net working capital. The 2020 comparative figures have been changed accordingly.
| IN KUSD | Issued capital SIPEF |
Share premium SIPEF |
Treasury shares |
Defined benefit plans IAS19R |
Reserves | Translation differences |
Share holder equity |
Non controlling interests |
Total equity |
|---|---|---|---|---|---|---|---|---|---|
| JANUARY 1, 2021 | 44 734 | 107 970 | -10 277 | -4 539 | 511 838 | -11 038 | 638 688 | 35 862 | 674 550 |
| Result for the period | 93 749 | 93 749 | 5 722 | 99 471 | |||||
| Other comprehensive income | - 494 | 679 | 372 | 557 | 2 | 559 | |||
| Total comprehensive income | - 494 | 94 428 | 372 | 94 306 | 5 724 | 100 030 | |||
| Last year's dividend paid | -4 443 | -4 443 | -2 306 | -6 749 | |||||
| Sale PT Melania | - 426 | - 426 | |||||||
| Other (note 22) | -1 244 | 23 | -1 221 | -1 221 | |||||
| DECEMBER 31, 2021 | 44 734 | 107 970 | -11 521 | -5 033 | 601 846 | -10 666 | 727 329 | 38 854 | 766 183 |
| JANUARY 1, 2020 | 44 734 | 107 970 | -10 277 | -3 598 | 501 650 | -11 793 | 628 686 | 34 325 | 663 010 |
| Result for the period | 14 122 | 14 122 | 2 055 | 16 178 | |||||
| Other comprehensive income | - 941 | -1 433 | 755 | -1 619 | - 95 | -1 714 | |||
| Total comprehensive income | - 941 | 12 689 | 755 | 12 503 | 1 960 | 14 464 | |||
| Last year's dividend paid | - 200 | - 200 | |||||||
| Equity transactions with non-controlling parties |
-2 573 | -2 573 | - 223 | -2 795 | |||||
| Other | 72 | 72 | 72 | ||||||
| DECEMBER 31, 2020 | 44 734 | 107 970 | -10 277 | -4 539 | 511 838 | -11 038 | 638 688 | 35 862 | 674 550 |
SIPEF (the 'company') is a limited liability company ('naamloze vennootschap' / 'société anonyme') incorporated in Belgium and registered at 2900 Schoten, Calesbergdreef 5. The consolidated financial statements for the year ended 31 December 2021 comprise SIPEF and its subsidiaries (together referred to as 'SIPEF group' or 'the Group'). Comparative figures are for the financial year 2020.
The consolidated financial statements have been established by the Board of Directors on 15 February 2022. The subsequent events were updated and approved for issue by the directors on April 19, 2022. These financial statements will be presented to the shareholders at the general meeting of June 08, 2022. A list of the directors and the statutory auditor, as well as a description of the principal activities of the Group, are included in 'Part 1 – Company report' of this annual report.
The consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards (IFRS) which have been adopted by the European Union as per 31 December 2021.
The following standards or interpretations are applicable for the annual period beginning on 1 January 2021:
These changes did not have a significant impact on the equity or net result of the Group.
The Group did not elect for early application of the following new standards and interpretations which were issued at the date of approval of these financial statements but were not yet effective on the balance sheet date:
• Amendments to IFRS 3 Business Combinations: Reference to the Conceptual Framework (applicable for annual periods beginning on or after 1 January 2022)
Business combinations
consulting fees, are expensed.
amounts recognised as of that date.
one year from the acquisition date
Step acquisitions
to owners of the company.
Consolidation principles
Subsidiaries
Business combinations are accounted for using the purchase method. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of acquisition. Any costs directly attributable to the acquisition are recognized in profit or loss. The purchase consideration to acquire a business, including contingent payments, is recorded at fair value at the acquisition date, while subsequent adjustments to the contingent payments resulting from events after the acquisition date are recognized in profit or loss. The 'full goodwill' option, which can be elected on a case by case basis, allows SIPEF to measure the non-controlling interest either at fair value or at its proportionate share of the acquiree's net assets. All acquisition-related costs, such as • Power over the investee, i.e. the investor has existing rights that give it the ability to direct the relevant activities; • Exposure, or rights, to variable returns from its
• The ability to use its power over the investee to affect the
The financial statements of subsidiaries are included in the consolidated financial statements from the date that control effectively commences until the date that control effectively
Associates are those enterprises in which the Group has significant influence, but not control, over the financial and operating policies. The consolidated financial statements include the Group's share of the total recognized gains and losses of associates on an equity accounting basis, from the date that significant influence effectively commences until the date that significant influence effectively ceases (or a date nearby). When the Group's share of losses exceeds the carrying amount of the associate, the carrying amount is reduced to nil and recognition of further losses is discontinued except to the extent that the Group has incurred obligations in
Joint ventures are those enterprises over whose activities the Group has joint control, established by contractual agreement. The consolidated financial statements include the Group's share of the total recognized gains and losses of joint ventures on an equity accounting basis, from the date that significant influence effectively commences until the date that significant
When the Group's share of losses exceeds the carrying amount of the associate, the carrying amount is reduced to nil and recognition of further losses is discontinued except to the extent that the Group has incurred obligations in respect of the
All intra-group balances and transactions, and any unrealized gains arising on intra-group transactions, are eliminated for companies included using the full consolidation method in
Unrealized losses are eliminated in the same way as unrealized gains except that they are only eliminated to the
In the individual Group companies, transactions in foreign currencies are translated at the exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the balance sheet date. Foreign exchange differences arising on translation are recognized in the income statement. Non-monetary assets and liabilities denominated in foreign currencies are translated at the foreign
influence effectively ceases (or a date nearby).
Transactions eliminated on consolidation
preparing the consolidated financial statements.
extent that there is no evidence of impairment.
exchange rate ruling at the date of the transaction.
involvement with the investee;
amount of the investor's returns.
ceases (or a date nearby).
respect of the associate.
Joint ventures
joint ventures.
Foreign currency
Foreign currency transactions
Associates
If the initial accounting for a business combination is incomplete by the end of the financial year in which the combination occurs, SIPEF group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period (see paragraph below), and/or additional assets and/or liabilities are recognised to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the
The measurement period is the period from the acquisition date to the date SIPEF group obtains complete information about facts and circumstances that existed as of the acquisition date. The measurement period shall not exceed
Changes in the Group's interests in subsidiaries that do not result in a loss of control are accounted for as equity transactions. The carrying amounts of the Group's interest and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed
Where a business combination is achieved in stages, the Group's previously held interests in the acquired entity are remeasured to fair value at the acquisition date (i.e. the date the Group attains control) and the resulting gain or loss, if any, is recognized in profit or loss. Amounts arising from interests in the acquiree prior to the acquisition date that have previously been recognized in other comprehensive income are reclassified to profit or loss, where such treatment would
Subsidiaries are those enterprises controlled by the company. An investor controls an investee if and only if the investor has all of the following elements, in accordance with IFRS 10:
be appropriate if that interest were disposed of.
At this stage the Group does not expect first adoption of these standards and interpretations to have any material impact on the financial statements of the Group.
Starting in 2007 the consolidated financial statements are presented in US dollar (until 2006 this was done in euro), rounded off to the nearest thousand (KUSD). This modification is the result of the changed policy with regard to the liquidity and debt management since the end of 2006, whereby the functional currency of the majority of the subsidiaries has been changed from the local currency to the US dollar.
The consolidated financial statements are prepared on the historical cost basis except that the following assets and liabilities are stated at their fair value: investments in equity instruments measured at FVOCI, financial derivative instruments and biological produce.
The accounting policies have been consistently applied throughout the Group and are consistent with those used in the previous year.
Business combinations are accounted for using the purchase method. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of acquisition. Any costs directly attributable to the acquisition are recognized in profit or loss. The purchase consideration to acquire a business, including contingent payments, is recorded at fair value at the acquisition date, while subsequent adjustments to the contingent payments resulting from events after the acquisition date are recognized in profit or loss. The 'full goodwill' option, which can be elected on a case by case basis, allows SIPEF to measure the non-controlling interest either at fair value or at its proportionate share of the acquiree's net assets. All acquisition-related costs, such as consulting fees, are expensed.
If the initial accounting for a business combination is incomplete by the end of the financial year in which the combination occurs, SIPEF group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period (see paragraph below), and/or additional assets and/or liabilities are recognised to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the amounts recognised as of that date.
The measurement period is the period from the acquisition date to the date SIPEF group obtains complete information about facts and circumstances that existed as of the acquisition date. The measurement period shall not exceed one year from the acquisition date
Changes in the Group's interests in subsidiaries that do not result in a loss of control are accounted for as equity transactions. The carrying amounts of the Group's interest and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to owners of the company.
Where a business combination is achieved in stages, the Group's previously held interests in the acquired entity are remeasured to fair value at the acquisition date (i.e. the date the Group attains control) and the resulting gain or loss, if any, is recognized in profit or loss. Amounts arising from interests in the acquiree prior to the acquisition date that have previously been recognized in other comprehensive income are reclassified to profit or loss, where such treatment would be appropriate if that interest were disposed of.
Subsidiaries are those enterprises controlled by the company. An investor controls an investee if and only if the investor has all of the following elements, in accordance with IFRS 10:
The financial statements of subsidiaries are included in the consolidated financial statements from the date that control effectively commences until the date that control effectively ceases (or a date nearby).
Associates are those enterprises in which the Group has significant influence, but not control, over the financial and operating policies. The consolidated financial statements include the Group's share of the total recognized gains and losses of associates on an equity accounting basis, from the date that significant influence effectively commences until the date that significant influence effectively ceases (or a date nearby). When the Group's share of losses exceeds the carrying amount of the associate, the carrying amount is reduced to nil and recognition of further losses is discontinued except to the extent that the Group has incurred obligations in respect of the associate.
Joint ventures are those enterprises over whose activities the Group has joint control, established by contractual agreement. The consolidated financial statements include the Group's share of the total recognized gains and losses of joint ventures on an equity accounting basis, from the date that significant influence effectively commences until the date that significant influence effectively ceases (or a date nearby).
When the Group's share of losses exceeds the carrying amount of the associate, the carrying amount is reduced to nil and recognition of further losses is discontinued except to the extent that the Group has incurred obligations in respect of the joint ventures.
All intra-group balances and transactions, and any unrealized gains arising on intra-group transactions, are eliminated for companies included using the full consolidation method in preparing the consolidated financial statements.
Unrealized losses are eliminated in the same way as unrealized gains except that they are only eliminated to the extent that there is no evidence of impairment.
In the individual Group companies, transactions in foreign currencies are translated at the exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the balance sheet date. Foreign exchange differences arising on translation are recognized in the income statement. Non-monetary assets and liabilities denominated in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction.
Functional currency: items included in financial statements of each entity in the Group are measured using the currency that best reflects the economic substance of the underlying events and circumstances relevant to that entity (the functional currency). Starting from 2007 the consolidated financial statements are presented in USD, this is the functional currency of the majority of the Group companies.
To consolidate the Group and each of its subsidiaries, the financial statements of the individual entities are translated as follows:
Exchange differences arising from the translation of the net investment in foreign subsidiaries, joint ventures and associated entities at the year-end exchange rate are recorded as part of the shareholders' equity under "translation differences". When a foreign entity is sold, such exchange differences are recognized in the income statement as part of the gain or loss on sale.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as local currency assets and liabilities of the foreign entity and are translated at the closing rate.
SIPEF group only recognizes a biological asset or growing agricultural produce ("agricultural produce") when it controls the asset as a result of past events, when it is probable that future economic benefits associated with the asset will flow to SIPEF group and when the fair value or cost of the asset can be measured reliably.
In accordance with the amendments to IAS 16 and IAS 41, bearer plants are stated at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is calculated using the straight-line method based on the estimated useful life (20 to 25 years).
The growing agricultural produce of palm oil is defined as the oil contained in the palm fruit, so that the fair value of this distinct asset can be estimated reliably.
The growing biological produce of tea is defined as the leaves that are ready to be plucked and processed, even if not yet fully grown, so that the fair value of this distinct asset can be estimated reliably.
SIPEF group has opted to measure growing biological produce of rubber at fair value at the point of harvest in accordance with IAS 41.32 and not to measure it at fair value as it grows less costs to sell in accordance with IAS 41.10c as we are of the opinion that all parameters used in any alternative fair value measurement (future productions, determination of the start of the life cycle, cost allocation,…) are clearly unreliable. As a consequence, all alternative fair value measurements are also considered clearly unreliable.
The growing biological produce of bananas is measured at fair value as it grows less costs to sell, taking into account that all the parameters for the fair value calculation are available and reliable.
Leases
Assets, representing the right to use the underlying leased asset, are capitalized as property, plant and equipment at cost, comprising the amount of the initial measurement of lease liability, any lease payments made at or before the commencement date less any lease incentives received, any initial direct costs and restoration costs. The corresponding lease liabilities, representing the net present value of the lease payments, are recognized as long-term or current liabilities depending on the period in which they are due. Leased assets and liabilities are recognized for all leases with a term of more than 12 months, unless the underlying asset is of low value.
Impairment of assets
impairment reserve is reversed.
Financial instruments
immediately in profit or loss.
Financial assets – debt instruments
contractual cash flows; and
date.
at amortised cost:
outstanding.
Debt instruments include:
• Cash and cash equivalents
of the instrument.
Property, plant and equipment and other non-current assets are reviewed for impairment losses whenever events or changes in circumstances indicate that the carrying amount may be higher than the recoverable amount. An impairment loss is recognized for the amount by which the carrying amount of the asset exceeds its recoverable amount, which is the higher of an asset's net selling price and its value in use. For the purpose of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows. If impairment is no longer justified in future periods due to a recovery in assets' fair value or value in use, the
Classification and measurement of financial instruments Financial assets and financial liabilities are recognised when a Group entity becomes a party to the contractual provisions
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised
The financial assets include the investments in equity instruments designated at fair value through other comprehensive income, loans to related parties, receivables including trade receivables and other receivables, derivative financial instruments, financial assets at fair value through profit or loss, cash and cash equivalents. The acquisitions and sales of financial assets are recognised at the transaction
All recognised financial assets are subsequently measured in their entirety at either amortised cost or fair value, depending on the classification of the financial assets. Debt instruments that meet the following conditions are subsequently measured
• The financial asset is held within a business model whose objective is to hold financial assets in order to collect
• The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount
• Receivables that are measured at amortised cost • Trade receivables measured at amortised cost
The lease payments are discounted using the lessee's incremental borrowing rate, being the rate that the lessee would have to pay to borrow the funds necessary to obtain an asset of similar value in a similar economic environment with similar terms and conditions. The interest rate implicit in the
Lease interest is charged to the income statement as an
Leased assets are depreciated, using straight-line depreciation over the lease term, including the period of renewable options, in case it is probable that the option will be
Due to the nature of the Group's business whereby the operations are primarily taking place in relatively remote areas, the Group owns most of the assets used. Therefore, there is only a limited amount of leases which qualify for lease
accounting. The three main categories consist of:
Papua-New-Guinea land rights
Office rentals are currently accounted for as operational leases. Analysis shows that these meet the definition of a lease and as such a right-of-use asset and corresponding lease liability will need to be accounted for under the new standard. Considering that most of the office rentals are long-term leases, the main areas management actions are
Company cars in Belgium meet the definition of a lease and therefore the same approach as office rentals will be applied.
In the Group's subsidiary Hargy Oil Palms Ltd in Papua-New-Guinea, a part of the land rights include a fixed annual rental payment for the usufruct of the land, as well as a variable royalty depending on the production levels of the year measured in tons FFB. The annual fixed rental payment meets the definition of a lease, whereby the lease term of asset has been determined as the average lifespan of an oil palm (25
The Group has no contracts that could lead to lessor
lease could not be determined.
interest expense.
Lessee accounting
exercised.
Office rental
required:
years).
accounting.
Lessor accounting
Company cars
A gain or loss arising on initial recognition of a biological asset at fair value less estimated point of sale costs and from the change in fair value less estimated point of sale costs of a biological asset is included in net profit or loss in the period in which it arises.
Goodwill represents the excess of the cost of the business combination over the Group's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities acquired in a business combination. Goodwill is not amortized but reviewed for impairment at least annually. For the purpose of testing goodwill for impairment, goodwill is allocated to operating companies which is the lowest level at which the goodwill is monitored for internal management purposes (i.e. cash flow generating unit). Any impairment is immediately recognized in the income statement and is not subsequently reversed.
Negative goodwill represents the excess of the Group's interest in the fair value of the net identifiable assets acquired over the cost of acquisition. Negative goodwill is immediately recognized in the income statement.
Intangible assets include computer software and various licenses. Intangible assets are capitalized and amortized using the straight-line method over their useful life.
Property, plant and equipment, including investment property, are stated at cost less accumulated depreciation and any accumulated impairment losses. Borrowing costs attributable to the construction or production of qualifying assets are capitalized. Expenses for the repair of property, plant and equipment are usually charged against income when incurred. Property held for sale, if any, is stated at the lower of amortized cost and fair value less selling charges.
Depreciation is calculated using the straight-line method based on the estimated useful lives of the related assets:
| Buildings | 5 to 30 years |
|---|---|
| Infrastructure | 5 to 25 years |
| Installations and machinery | 5 to 30 years |
| Vehicles | 3 to 20 years |
| Office equipment and furniture | 5 to 10 years |
| Other property, plant and equipment | 2 to 20 years |
Land is not amortized.
The Group presents the cost of land rights as a part of property, plant & equipment, consistently with practices in the industry and with relevant guidance in that respect. In addition, The Group closely monitors the situation of each land title in terms of renewal and only depreciates its land rights if there is an indication that the land title might not be renewed.
Assets, representing the right to use the underlying leased asset, are capitalized as property, plant and equipment at cost, comprising the amount of the initial measurement of lease liability, any lease payments made at or before the commencement date less any lease incentives received, any initial direct costs and restoration costs. The corresponding lease liabilities, representing the net present value of the lease payments, are recognized as long-term or current liabilities depending on the period in which they are due. Leased assets and liabilities are recognized for all leases with a term of more than 12 months, unless the underlying asset is of low value.
The lease payments are discounted using the lessee's incremental borrowing rate, being the rate that the lessee would have to pay to borrow the funds necessary to obtain an asset of similar value in a similar economic environment with similar terms and conditions. The interest rate implicit in the lease could not be determined.
Lease interest is charged to the income statement as an interest expense.
Leased assets are depreciated, using straight-line depreciation over the lease term, including the period of renewable options, in case it is probable that the option will be exercised.
Due to the nature of the Group's business whereby the operations are primarily taking place in relatively remote areas, the Group owns most of the assets used. Therefore, there is only a limited amount of leases which qualify for lease accounting. The three main categories consist of:
Office rentals are currently accounted for as operational leases. Analysis shows that these meet the definition of a lease and as such a right-of-use asset and corresponding lease liability will need to be accounted for under the new standard. Considering that most of the office rentals are long-term leases, the main areas management actions are required:
Company cars in Belgium meet the definition of a lease and therefore the same approach as office rentals will be applied.
In the Group's subsidiary Hargy Oil Palms Ltd in Papua-New-Guinea, a part of the land rights include a fixed annual rental payment for the usufruct of the land, as well as a variable royalty depending on the production levels of the year measured in tons FFB. The annual fixed rental payment meets the definition of a lease, whereby the lease term of asset has been determined as the average lifespan of an oil palm (25 years).
The Group has no contracts that could lead to lessor accounting.
Property, plant and equipment and other non-current assets are reviewed for impairment losses whenever events or changes in circumstances indicate that the carrying amount may be higher than the recoverable amount. An impairment loss is recognized for the amount by which the carrying amount of the asset exceeds its recoverable amount, which is the higher of an asset's net selling price and its value in use. For the purpose of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows. If impairment is no longer justified in future periods due to a recovery in assets' fair value or value in use, the impairment reserve is reversed.
Classification and measurement of financial instruments Financial assets and financial liabilities are recognised when a Group entity becomes a party to the contractual provisions of the instrument.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.
The financial assets include the investments in equity instruments designated at fair value through other comprehensive income, loans to related parties, receivables including trade receivables and other receivables, derivative financial instruments, financial assets at fair value through profit or loss, cash and cash equivalents. The acquisitions and sales of financial assets are recognised at the transaction date.
All recognised financial assets are subsequently measured in their entirety at either amortised cost or fair value, depending on the classification of the financial assets. Debt instruments that meet the following conditions are subsequently measured at amortised cost:
Debt instruments include:
On initial recognition, the Group made an irrevocable election (on an instrument-by-instrument basis) to designate investments in equity instruments as at FVTOCI. Investments in equity instruments at FVTOCI are initially measured at fair value plus transaction costs. Subsequently, they are measured at fair value with gains and losses arising from changes in fair value recognised in other comprehensive income and accumulated in the investment's revaluation reserve. The cumulative gain or loss will not be reclassified to profit or loss on disposal of the equity investments, instead, they will be transferred to retained earnings.
Because of the lack of sufficient recent information available to measure fair value, management has assessed that cost is an appropriate estimate of fair value for those unquoted equity investments.
The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest income over the relevant period.
For financial instruments other than purchased or originated credit-impaired financial assets, the effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) excluding expected credit losses, through the expected life of the debt instrument, or, where appropriate, a shorter period, to the gross carrying amount of the debt instrument on initial recognition.
The amortised cost of a financial asset is the amount at which the financial asset is measured at initial recognition minus the principal repayments, plus the cumulative amortization using the effective interest method of any difference between that initial amount and the maturity amount, adjusted for any loss allowance. On the other hand, the gross carrying amount of a financial asset is the amortised cost of a financial asset before adjusting for any loss allowance.
The Group uses financial derivative instruments primarily to manage its exposure to interest rate and foreign currency risks arising from operational, financing and investment activities. The Group applies hedge accounting under IFRS 9 – "Financial Instruments".
Derivative instruments are valued at fair value at initial recognition. The changes in fair value are reported in the income statement unless these instruments are part of hedging transactions, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship. The Group designates certain derivatives as hedging instruments in respect interest rate risk in cash flow hedges. Derivatives related to the foreign currency risk are not documented in a hedging relationship.
At the inception of the hedge relationship, the Group documents the relationship between the hedging instrument and the hedged item along with its risk management objectives and its strategy for undertaking various hedge transactions.
Furthermore, at the inception of the hedge and on an ongoing basis, the Group documents whether the hedging instrument is effective in offsetting changes in fair values or cash flows of the hedged item attributable to the hedged risk, which is when the hedging relationships meet all the following hedge effectiveness requirements:
For long term receivables IFRS 9 provides a choice to measure expected credit losses applying lifetime or a general (3 stages of expected credit loss assessment) expected credit losses model. The Group selected the general model. All bank balances are assessed for expected credit losses as well.
cost and redemption value is recognized in the income
Inventories are valued at the lower of cost or net realizable
The stock finished products including biological assets are valued by adding production cost to the fair value of the
Inventories are written down on a case-by-case basis if the estimated net realizable value declines below the carrying amount of the inventories. Net realizable value is the estimated selling price less the estimated costs necessary to make the sale. When the reason for a write-down of the inventories has ceased to exist, the write-down is reversed.
The Group classifies non-current assets and disposal groups as held for sale if their carrying amounts will be recovered principally through a sale transaction rather than through continuing use. Non-current assets and disposal groups classified as assets held for sale are measured at the lower of their carrying amount and fair value less costs to sell. Costs to sell are the incremental costs directly attributable to the disposal of an asset (disposal group-, excluding finance costs
The criteria for held for sale classification is regarded as met only when the sale is highly probable, and the asset or disposal group is available for immediate sale in its present condition. Actions required to complete the sale should indicate that it is unlikely that significant changes to the sale will be made or that the decision to sell will be withdrawn. Management must be committed to the plant to sell the asset and the sale expected to be completed within one year from
PP&E and intangible assets are not depreciated or amortised once classified as held for sale. Assets and liabilities classified as held for sale are presented separately as current items in
Discontinued operations are excluded from the results of continuing operations and are presented as a single amount as profit or loss after tax from discontinued operations in the
Dividends of the parent company payable on ordinary shares are only recognized as a liability in the period in which they
Costs incurred with respect to the issuance of equity
Non-controlling interests include a proportion of the fair value of identifiable assets and liabilities recognized upon acquisition of a subsidiary, together with the appropriate
In the income statement the minority share in the company's profit or loss is separated from the consolidated result of the
instruments are recorded as a deduction in equity.
proportion of subsequent profits and losses.
statement using the effective interest method.
Inventories
biological asset concerned.
Assets held for sale
and income tax expenses).
the date of the classification.
the statement of financial position.
consolidated income statement.
Shareholders' equity
Non-controlling interest
are approved.
Group.
value.
The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party. If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds
On derecognition of a financial asset measured at amortised cost, the difference between a) the asset's carrying amount and b) the sum of the consideration received and receivable is recognised in profit or loss. In addition, on derecognition of an investment in equity instrument which the Group has elected on initial recognition to measure at FVTOCI, the cumulative gain or loss previously accumulated in the investments revaluation reserve is not reclassified to profit or
All financial liabilities of the Group are subsequently measured at amortised cost using the effective interest method. The Group derecognises financial liabilities when, and only when, the Group's obligations are discharged, cancelled or they expire. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable, including any non-cash assets transferred or
The Group initially measures an amount receivable and payable at fair value. For the amount receivables, the transaction price is deemed to be equal to the fair value. Subsequently, these amount receivables are carried at amortized cost using the effective interest method less any allowance for expected credit losses. For amounts payable, the transaction price is deemed to be equal to the fair value. Subsequently, these amount payable are carried at amortized cost using the effective interest method. Amounts receivable and payable in a currency other than the functional currency of the subsidiary are translated at the prevailing Group
Cash and cash equivalents are measured at their amortised value and include cash and deposits with an original maturity of three months or less. Negative cash balances are recorded
Interest-bearing borrowings are measured at amortised cost price. Borrowings are initially recognized as proceeds received, net of transaction costs. Any difference between
liabilities assumed, is recognised in profit or loss.
exchange rates on the balance sheet date.
Cash and cash equivalents
Interest-bearing borrowings
as liabilities.
Derecognition of financial assets
received.
loss.
Financial liabilities
Receivables and payables
If a hedging relationship ceases to meet the hedge effectiveness requirement relating to the hedge ratio but the risk management objective for that designated hedging relationship remains the same, the Group adjusts the hedge ratio of the hedging relationship (i. e. rebalances the hedge) so that it meets the qualifying criteria again.
The value fluctuations of a derivative financial instrument that complies with the strict conditions for recognition as a cash flow hedge are recorded in other comprehensive income for the effective part. The ineffective part is recorded directly in the profit and loss account. The hedging results are recorded out of other comprehensive income into the profit and loss account at the moment the hedged transaction influences the result.
A derivative with a positive fair value is recorded as a financial asset, while a derivative with a negative fair value is recorded as a financial liability. A derivate is presented as current or non-current depending on the expected expiration date of the financial instrument.
In relation to the impairment of financial assets an expected credit loss model is applied. The expected credit loss model requires the Group to account for expected credit losses and changes in those expected credit losses at each reporting date to reflect changes in credit risk since initial recognition of the financial assets. Specifically, the following assets are included in the scope for impairment assessment for the Group: 1) trade receivables; 2) non-current receivables and loans to related parties; 3) cash and cash equivalents.
IFRS 9 requires the Group to record expected credit losses on all of its debt securities, loans and trade receivables, either on a 12-month or lifetime basis. The Group has applied the simplified approach and records lifetime expected losses on all trade receivables.
IFRS 9 requires the Group to measure the loss allowance for a financial instrument at an amount equal to the lifetime expected credit losses if the credit risk on that financial instrument has increased significantly since initial recognition. On the other hand, if the credit risk on a financial instrument has not increased significantly since initial recognition, the Group is required to measure the loss allowance for that financial instrument at an amount equal to 12month expected credit losses.
For long term receivables IFRS 9 provides a choice to measure expected credit losses applying lifetime or a general (3 stages of expected credit loss assessment) expected credit losses model. The Group selected the general model. All bank balances are assessed for expected credit losses as well.
The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party. If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received.
On derecognition of a financial asset measured at amortised cost, the difference between a) the asset's carrying amount and b) the sum of the consideration received and receivable is recognised in profit or loss. In addition, on derecognition of an investment in equity instrument which the Group has elected on initial recognition to measure at FVTOCI, the cumulative gain or loss previously accumulated in the investments revaluation reserve is not reclassified to profit or loss.
All financial liabilities of the Group are subsequently measured at amortised cost using the effective interest method.
The Group derecognises financial liabilities when, and only when, the Group's obligations are discharged, cancelled or they expire. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss.
The Group initially measures an amount receivable and payable at fair value. For the amount receivables, the transaction price is deemed to be equal to the fair value. Subsequently, these amount receivables are carried at amortized cost using the effective interest method less any allowance for expected credit losses. For amounts payable, the transaction price is deemed to be equal to the fair value. Subsequently, these amount payable are carried at amortized cost using the effective interest method. Amounts receivable and payable in a currency other than the functional currency of the subsidiary are translated at the prevailing Group exchange rates on the balance sheet date.
Cash and cash equivalents are measured at their amortised value and include cash and deposits with an original maturity of three months or less. Negative cash balances are recorded as liabilities.
Interest-bearing borrowings are measured at amortised cost price. Borrowings are initially recognized as proceeds received, net of transaction costs. Any difference between cost and redemption value is recognized in the income statement using the effective interest method.
Inventories are valued at the lower of cost or net realizable value.
The stock finished products including biological assets are valued by adding production cost to the fair value of the biological asset concerned.
Inventories are written down on a case-by-case basis if the estimated net realizable value declines below the carrying amount of the inventories. Net realizable value is the estimated selling price less the estimated costs necessary to make the sale. When the reason for a write-down of the inventories has ceased to exist, the write-down is reversed.
The Group classifies non-current assets and disposal groups as held for sale if their carrying amounts will be recovered principally through a sale transaction rather than through continuing use. Non-current assets and disposal groups classified as assets held for sale are measured at the lower of their carrying amount and fair value less costs to sell. Costs to sell are the incremental costs directly attributable to the disposal of an asset (disposal group-, excluding finance costs and income tax expenses).
The criteria for held for sale classification is regarded as met only when the sale is highly probable, and the asset or disposal group is available for immediate sale in its present condition. Actions required to complete the sale should indicate that it is unlikely that significant changes to the sale will be made or that the decision to sell will be withdrawn. Management must be committed to the plant to sell the asset and the sale expected to be completed within one year from the date of the classification.
PP&E and intangible assets are not depreciated or amortised once classified as held for sale. Assets and liabilities classified as held for sale are presented separately as current items in the statement of financial position.
Discontinued operations are excluded from the results of continuing operations and are presented as a single amount as profit or loss after tax from discontinued operations in the consolidated income statement.
Dividends of the parent company payable on ordinary shares are only recognized as a liability in the period in which they are approved.
Costs incurred with respect to the issuance of equity instruments are recorded as a deduction in equity.
Non-controlling interests include a proportion of the fair value of identifiable assets and liabilities recognized upon acquisition of a subsidiary, together with the appropriate proportion of subsequent profits and losses.
In the income statement the minority share in the company's profit or loss is separated from the consolidated result of the Group.
Own equity instruments that are reacquired (treasury shares) are recognised at cost and deducted from equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Group's own equity instruments. Any difference between the carrying amount and the consideration, if reissued, is recognised in the share premium.
Provisions are recognized when the Group has a present legal or constructive obligation as a result of past events, when it is probable that an outflow of resources will be required to settle the obligation and when a reliable estimate of the amount can be made.
Group companies have various pension schemes in accordance with the local conditions and practices in the countries they operate in.
The defined benefit plans are generally un-funded but fully provisioned for using the 'projected unit credit'- method. This provision represents the present value of the defined benefit obligation. The actuarial gains and losses are recognized in the Other Comprehensive Income.
The Group pays contributions to publicly or privately administered insurance plans. Since the Group is obliged to make additional payments if the average return on the employer's contribution and on the employees' contributions is not attained, those plans should be treated as "defined benefit plans" in accordance with IAS 19.
Stock option plans exist within the SIPEF group, giving employees the right to buy SIPEF shares at a predefined price. This price is determined at the time when the options are granted and it is based on the market price or the intrinsic value.
The performance of the beneficiary is measured (at the moment of granting) on the basis of the fair value of the granted options and warrants and recognized in profit and loss when the services are rendered during the vesting period.
The SIPEF group's core activity is the sale of goods. SIPEF group recognises revenue at the moment the control over the asset is transferred to the customer. The goods sold are transported by ship and recognized as revenue as soon as the goods are loaded onto the ship. Revenue recognition occurs at the moment when the goods are loaded onto the ship. Revenue is recorded at this point in time for all contracts within the SIPEF group. The payment terms depend on the delivery terms of the contract and can vary between prepayment, cash against documents and 45 days after handover of the bill of lading. Deliveries are at a fixed price. For each contract there is only one performance obligation which needs to be fulfilled: the delivery of the goods.
The Group has no material incremental costs of obtaining a contract which would fulfil the capitalization criteria as defined by IFRS 15.
Cost of sales includes all costs associated with harvest, transformation and transport. Purchases are recognized net of cash discounts and other supplier discounts and allowances.
estimates are volatile and will therefore in reality be different from the estimated amounts. There is no unique independent variable on which a relevant sensitivity can be done on the calculation of the deferred tax assets. We refer to note 8 for • The timing and the cost of renewing the permanent
• The compensation for the accumulated social rights of the employed personnel, who will presumably be taken
over almost entirely by Shamrock Group.
concession rights (HGU)
The determination of the net selling price of PT Melania includes an estimate of the costs related to the sale as agreed in the Sale and purchase agreement ("SPA"). The main
the goodwill impairment testing.
estimates made include:
General and administrative expenses include expenses of the marketing and financial department and general management expenses.
Income tax on the profit or loss for the year comprises current and deferred tax. Income tax is recognized in the income statement except to the extent that it relates to items recognized directly to equity, in which case it is recognized in equity.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantially enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.
Deferred tax liabilities and assets are recognized for temporary differences between the carrying amount in the balance sheet and the tax bases of assets and liabilities and are subsequently adjusted to reflect changes in tax rates expected to be in effect when the temporary differences reverse. Deferred tax assets are included in the consolidated accounts only to the extent that their realization is probable in the foreseeable future.
The preparation of the consolidated financial statements in conformity with IFRS requires the Group to use accounting estimates and judgements and make assumptions that may affect the reported amounts of assets and liabilities at the date of the balance sheets and reported amounts of revenue and expense during the reporting periods. Actual results could differ from those estimates.
Below we present an update of the most important judgements applicable in the annual report:
• Judging that land rights will not be amortized unless there is an indication that the land title might not be renewed: A total of 2 500 hectares of land rights in PT Agro Muko expired in 2020. All documentation for the renewal of the land rights that expire in 2020 was delivered on time to the relevant authorities. The authorities are in the process of reviewing and approving them. There is no indication that these land rights will not be renewed.
The main areas in which estimates are used during 2021 are:
The key estimates used in the calculation of deferred tax assets and impairment of assets (goodwill impairment) testing rely on making an estimate on commodity prices over a longer period. By nature, the commodity prices used in such
estimates are volatile and will therefore in reality be different from the estimated amounts. There is no unique independent variable on which a relevant sensitivity can be done on the calculation of the deferred tax assets. We refer to note 8 for the goodwill impairment testing.
The determination of the net selling price of PT Melania includes an estimate of the costs related to the sale as agreed in the Sale and purchase agreement ("SPA"). The main estimates made include:
• The compensation for the accumulated social rights of the employed personnel, who will presumably be taken over almost entirely by Shamrock Group.
The ultimate parent of the Group, SIPEF, Schoten/Belgium, is the parent company of the following significant subsidiaries:
Closing rate Average rate
EUR 0.8816 0.8154 0.8916 0.8480 0.8727 0.8941
• Palm: Includes all palm products, including palm oil, palm kernels and palm kernel oil, both in Indonesia and Papua New Guinea.
• Corporate: Mainly includes management fees received from non-group companies, commissions charged on sea freight and other
The overview of segments below is based on the SIPEF group's internal management reporting. The executive committee is the chief
• The capital gain on the sale of PT Melania was not included in the "other operating income/(charges)" but is included on a separate
In KUSD 2021 2020
Palm 166 562 59 886 Rubber -2 608 -1 814 Tea 134 - 788 Bananas and plants 3 803 4 390 Corporate 1 328 682 Total gross margin 169 218 62 357
General and administrative expenses -36 891 -31 573 Other operating income/(charges) -4 552 - 6 Financial income/(charges) -2 369 -4 458 Discounting Sipef-CI 748 1 368 Exchange differences -1 157 378 Result before tax 124 997 28 065
Tax expense -36 075 -10 828 Effective tax rate -28.9% -38.6%
Result after tax 88 923 17 237 Share of results of associated companies -1 091 -1 059
Result for the period before sale of PT Melania 87 832 16 178
Gain on sale PT Melania 11 640 0
Result for the period 99 471 16 178
Below we present the segment information per product and per geographical region in accordance with the IFRS profit and loss accounts. The segment result is revenue minus expense that is directly attributable to the segment and the relevant portion of income
SIPEF's activities can be classified into segments based on the type of product. SIPEF has the following segments:
• Rubber: Includes all different types of rubber produced in Indonesia and sold by the SIPEF group:
• Bananas and horticulture: Includes all sales of bananas and horticulture originating from Ivory Coast.
7. OPERATIONAL RESULT AND SEGMENT INFORMATION
• Tea: Includes the "cut, tear, curl" (CTC) tea produced by SIPEF in Indonesia.
operating decision maker. The most important differences with IFRS consolidation are:
• Instead of revenue the gross margin per segment is used as the starting point.
and expense that can be allocated on a reasonable basis to the segment.
commissions which are not covered by the sales contract.
Ribbed Smoked Sheets (RSS) - Standard Indonesia Rubber (SIR)
Scraps and Lumps
line.
Gross margin per product
2021 2020 2019 2021 2020 2019
| Location | % of control | % of interest | |
|---|---|---|---|
| Consolidated companies (full consolidation) | |||
| PT Tolan Tiga Indonesia | Medan / Indonesia | 95.00 | 95.00 |
| PT Eastern Sumatra Indonesia | Medan / Indonesia | 95.00 | 90.25 |
| PT Kerasaan Indonesia | Medan / Indonesia | 57.00 | 54.15 |
| PT Bandar Sumatra Indonesia | Medan / Indonesia | 95.00 | 90.25 |
| PT Mukomuko Agro Sejahtera | Medan / Indonesia | 95.00 | 85.74 |
| PT Umbul Mas Wisesa | Medan / Indonesia | 95.00 | 94.90 |
| PT Citra Sawit Mandiri | Medan / Indonesia | 95.00 | 94.90 |
| PT Toton Usaha Mandiri | Medan / Indonesia | 95.00 | 94.90 |
| PT Agro Rawas Ulu | Medan / Indonesia | 95.00 | 95.00 |
| PT Agro Kati Lama | Medan / Indonesia | 95.00 | 95.00 |
| PT Agro Muara Rupit | Medan / Indonesia | 95.00 | 94.90 |
| Hargy Oil Palms Ltd | Bialla / Papua N.G. | 100.00 | 100.00 |
| Plantations J. Eglin SA | Azaguié / Ivory Coast | 100.00 | 100.00 |
| Jabelmalux SA | Luxembourg / G.D. Luxemburg | 99.89 | 99.89 |
| Sipef Singapore | Singapore / Republic of Singapore | 100.00 | 100.00 |
| PT Agro Muko | Medan / Indonesia | 95.00 | 90.25 |
| PT Dendymarker Indah Lestari | Medan / Indonesia | 100.00 | 95.00 |
| Associates and joint ventures (equity method) | |||
| Verdant Bioscience Pte Ltd | Singapore / Republic of Singapore | 38.00 | 38.00 |
| PT Melania Indonesia | Medan / Indonesia | 55.00 | 52.25 |
| PT Timbang Deli Indonesia | Medan / Indonesia | 38.00 | 36.10 |
| Companies not included | |||
| Horikiki Development Cy Ltd | Honiara / Solomon Islands | 90.80 | 90.80 |
SIPEF has signed a sale and purchase agreement with Shamrock Group (SG) on the sale of 100% of the share capital of its Indonesian subsidiary, PT Melania. Upon signing of the SPA, SIPEF has lost full control of PT Melania. Subsequently, PT Melania has been accounted for as a joint venture held for sale as from 30 April 2021. The assets and liabilities of PT Melania have been measured at fair value, equaling the net selling price of KUSD 23 353.
As of 30 April 2021, the results of PT Melania are no longer included in the consolidated profit and loss of the SIPEF group as PT Melania is classified as a joint venture held for sale.
Despite the possession of the majority of voting rights, the Group has no control over the non-consolidated company Horikiki Development Cy Ltd because it is established in inaccessible regions. Even so there is no value in Horikiki.
All companies included in the consolidation are also included in the sustainability report of the Group.
There are no restrictions to realise assets and settle liabilities of subsidiaries.
As a result of a revised liquidity- and debt management as from the end of 2006 the functional currency in the majority of the subsidiaries has been changed to US dollar as from January 1, 2007. The following subsidiary has a different functional currency:
Plantations J. Eglin SA EUR
The exchange rates below have been used to convert the balance sheets and the results of these entities into US dollar (this is the currency in which the Group presents its results).
| Closing rate | Average rate | |||||
|---|---|---|---|---|---|---|
| 2021 | 2020 | 2019 | 2021 | 2020 | 2019 | |
| EUR | 0.8816 | 0.8154 | 0.8916 | 0.8480 | 0.8727 | 0.8941 |
SIPEF's activities can be classified into segments based on the type of product. SIPEF has the following segments:
The overview of segments below is based on the SIPEF group's internal management reporting. The executive committee is the chief operating decision maker. The most important differences with IFRS consolidation are:
| In KUSD | 2021 | 2020 |
|---|---|---|
| Gross margin per product | ||
| Palm | 166 562 | 59 886 |
| Rubber | -2 608 | -1 814 |
| Tea | 134 | - 788 |
| Bananas and plants | 3 803 | 4 390 |
| Corporate | 1 328 | 682 |
| Total gross margin | 169 218 | 62 357 |
| General and administrative expenses | -36 891 | -31 573 |
| Other operating income/(charges) | -4 552 | - 6 |
| Financial income/(charges) | -2 369 | -4 458 |
| Discounting Sipef-CI | 748 | 1 368 |
| Exchange differences | -1 157 | 378 |
| Result before tax | 124 997 | 28 065 |
| Tax expense | -36 075 | -10 828 |
| Effective tax rate | -28.9% | -38.6% |
| Result after tax | 88 923 | 17 237 |
| Share of results of associated companies | -1 091 | -1 059 |
| Result for the period before sale of PT Melania | 87 832 | 16 178 |
| Gain on sale PT Melania | 11 640 | 0 |
| Result for the period | 99 471 | 16 178 |
Below we present the segment information per product and per geographical region in accordance with the IFRS profit and loss accounts. The segment result is revenue minus expense that is directly attributable to the segment and the relevant portion of income and expense that can be allocated on a reasonable basis to the segment.
| 2021 - KUSD | Revenue | Cost of sales | Changes in the fair value |
Gross profit | % of total |
|---|---|---|---|---|---|
| Palm | 380 862 | -216 913 | 2 613 | 166 562 | 98.4 |
| Rubber | 8 059 | -10 667 | 0 | -2 608 | -1.5 |
| Tea | 2 719 | -2 574 | - 11 | 134 | 0.1 |
| Bananas and horticulture | 23 085 | -19 085 | - 197 | 3 803 | 2.2 |
| Corporate | 1 328 | 0 | 0 | 1 328 | 0.8 |
| Total | 416 053 | -249 239 | 2 404 | 169 218 | 100.0 |
The profitability of the banana and horticulture activities was confirmed with a gross margin of KUSD 3 803.
2021 - KUSD Revenue Cost of sales Other income Changes in
2020 - KUSD Revenue Cost of sales Other income Changes in
and any other commissions that are not included in the sales contracts.
Total cost of sales can be split up in the following categories:
department, marketing, internal audit, sustainability, etc.).
Estate charges have increased compared to last year due to:
• a general increase in costs due to inflation;
• higher FFB productions in 2021
latex, tea leaves, bananas, horticulture);
commodities (i.e. palm oil, rubber, tea, ...);
Gross profit by geographical segment
The segment "corporate" comprises the management fees received from non-group entities, additional commissions on sea freights
Indonesia 215 361 -130 497 900 1 392 87 156 51.5 Papua New Guinea 167 920 -91 298 0 1 209 77 831 46.0 Ivory Coast 31 444 -27 445 0 - 197 3 803 2.2 Europe 428 0 0 0 428 0.3 Total 415 153 -249 240 900 2 404 169 218 100.0
Indonesia 160 337 -119 228 444 - 421 41 132 66.0 Papua New Guinea 89 279 -73 829 0 562 16 012 24.7 Ivory Coast 23 144 -19 346 0 592 4 390 7.0 Europe 822 0 0 0 822 1.3 Total 273 583 -212 403 444 733 62 357 100.0
Estate charges - includes all charges relating to the field work to produce the base agricultural products (i.e. fresh fruit bunches,
Processing charges - includes all charges relating to the processing of the base agricultural products to the finished agricultural
Sales charges - includes all direct costs attributable to the sales of the year (i.e. transport charges, palm oil export tax/levy, ...); 7. General and administrative expenses – includes all costs related to the overall organisation (i.e. general management, financial
In KUSD 2021 2020 Estate charges 150 127 134 547 Processing charges 33 003 30 894 FFB/CPO/latex purchases 60 143 26 297 Stock movement -20 333 -3 462 Changes in fair value 2 404 733 Sales charges 21 492 22 661 Cost of sales 246 835 211 670 General and administrative expenses 36 891 31 573 Total cost of sales and general and administrative expenses 283 726 243 243
• the additional mature hectares in the Musi Rawas region, whereby estate and general field charges are now increasing annually;
The processing charges increased slightly compared to prior year due to a higher number of FFB's being processed.
FFB/CPO/latex purchases - includes all purchases from third parties (smallholders) or associates and joint ventures.
Changes in fair value includes the changes in the fair value of the biological assets of palm oil, bananas and tea;
the fair value Gross profit % of total
the fair value Gross profit % of total
| 2020 - KUSD | Revenue | Cost of sales | Changes in the fair value |
Gross profit | % of total |
|---|---|---|---|---|---|
| Palm | 236 707 | -177 137 | 176 | 59 746 | 95.8 |
| Rubber | 8 866 | -10 680 | 0 | -1 814 | -2.9 |
| Tea | 5 858 | -6 611 | - 35 | - 788 | -1.3 |
| Bananas and horticulture | 21 774 | -17 976 | 592 | 4 390 | 7.0 |
| Corporate | 823 | 0 | 0 | 823 | 1.3 |
| Total | 274 027 | -212 403 | 733 | 62 357 | 100.0 |
Total revenue increased by 51.8% compared with 2020 up to USD 416 million.
Palm oil revenue increased by 60.9% primarily due to a combination of higher production volumes and a higher world market price for crude palm oil (CPO).
Rubber revenue decreased by 9.1% despite a higher realised unit selling price, due to lower production at PT Agro Muko and the loss of direct sales to external clients by PT Melania, the company that was deconsolidated in 2021.This deconsolidation also resulted in the revenue from tea being almost halved.
The revenue in the banana segment, expressed in the functional currency, the euro, increased mainly due to a 3.6% rise in volumes sold. As the bananas are traded in euro, the USD revenue increased by 6.1%, due to the evolution of the EUR/USD exchange rate.
Purchases of Fresh Fruit Bunches (FFB) from third parties augmented by KUSD 34 462, due to a rise in the purchased volumes and the increased FFB purchase prices, which are related to CPO prices.
The average ex works unit cost price for the oil palm plantations experienced a slight increase by 4.3%. In Indonesia, the high costs of the young mature plantations weighed on the average cost level, while in Papua New Guinea, the excellent production of Hargy Oil Palms Ltd led to a decrease in the unit cost price by 17.7%. The unit cost price of the banana segment remained about the same as in 2020. For the rubber segment, the unit cost prices increased significantly (50.8%): in preparation for the conversion from rubber into palm, production decreased significantly and the remaining net carrying value was depreciated more quickly. Additionally an estimated total of MUSD 6.8 of rubber biological assets will be depreciated over the period 2022-2026.
The changes in fair value related to the impact on the measurement of hanging fruits at their fair value (IAS 41R).
The gross profit rose from KUSD 62 357 at the end of 2020 to KUSD 169 218 at the end of 2021.
The gross profit of the palm segment (98.4% of the total gross profit) increased by KUSD 106 816, thanks to higher production and especially higher net palm oil prices. The average world market price for CPO for 2021 was USD 1 195 per tonne CIF Rotterdam. This is 67.1% higher than over the same period last year. However, it should be noted that in Indonesia the export levy and export tax increased significantly compared to last year. For the entire year 2021, the total impact of the export levy and export tax is estimated at approximately USD 349 per tonne compared with USD 74 per tonne last year.
The relatively strong recovery of sales prices for rubber, since the second half of last year, could not prevent a further increase in the negative contribution of the rubber segment to the gross margin. This is mainly due to the decreased production volumes in the rubber estates of PT Bandar Sumatra and PT Agro Muko.
Since 2021, the net result of the tea segment represents exclusively the commissions that SIPEF receives from the sale of tea volumes in the market.
The profitability of the banana and horticulture activities was confirmed with a gross margin of KUSD 3 803.
The segment "corporate" comprises the management fees received from non-group entities, additional commissions on sea freights and any other commissions that are not included in the sales contracts.
| 2021 - KUSD | Revenue | Cost of sales | Other income | Changes in the fair value |
Gross profit | % of total |
|---|---|---|---|---|---|---|
| Indonesia | 215 361 | -130 497 | 900 | 1 392 | 87 156 | 51.5 |
| Papua New Guinea | 167 920 | -91 298 | 0 | 1 209 | 77 831 | 46.0 |
| Ivory Coast | 31 444 | -27 445 | 0 | - 197 | 3 803 | 2.2 |
| Europe | 428 | 0 | 0 | 0 | 428 | 0.3 |
| Total | 415 153 | -249 240 | 900 | 2 404 | 169 218 | 100.0 |
| 2020 - KUSD | Revenue | Cost of sales | Other income | Changes in the fair value |
Gross profit | % of total |
|---|---|---|---|---|---|---|
| Indonesia | 160 337 | -119 228 | 444 | - 421 | 41 132 | 66.0 |
| Papua New Guinea | 89 279 | -73 829 | 0 | 562 | 16 012 | 24.7 |
| Ivory Coast | 23 144 | -19 346 | 0 | 592 | 4 390 | 7.0 |
| Europe | 822 | 0 | 0 | 0 | 822 | 1.3 |
| Total | 273 583 | -212 403 | 444 | 733 | 62 357 | 100.0 |
Total cost of sales can be split up in the following categories:
| In KUSD | 2021 | 2020 |
|---|---|---|
| Estate charges | 150 127 | 134 547 |
| Processing charges | 33 003 | 30 894 |
| FFB/CPO/latex purchases | 60 143 | 26 297 |
| Stock movement | -20 333 | -3 462 |
| Changes in fair value | 2 404 | 733 |
| Sales charges | 21 492 | 22 661 |
| Cost of sales | 246 835 | 211 670 |
| General and administrative expenses | 36 891 | 31 573 |
| Total cost of sales and general and administrative expenses | 283 726 | 243 243 |
Estate charges have increased compared to last year due to:
The processing charges increased slightly compared to prior year due to a higher number of FFB's being processed.
FFB / CPO / latex purchases have increased with more than 125% compared to prior year. The increase is a consequence of higher CPO prices in 2021 which results in a higher FFB price, an increase in purchased quantities within the framework of the plasma law and the recovery of smallholder productions in Papua New Guinea which resulted in a higher supply of third party FFB's.
Segment information – geographical
Investments in associates and joint
8. GOODWILL AND OTHER INTANGIBLE ASSETS
Accumulated amortization and impairment losses at
Accumulated amortization and impairment losses at
In KUSD Goodwill Intangible
2021
2020
2021 2020
assets Goodwill Intangible
assets
In KUSD Indonesia PNG Ivory Coast Europe Others Total Intangible assets 0 0 0 348 0 348 Goodwill 104 782 0 0 0 0 104 782 Biological assets 226 144 80 950 277 0 0 307 371 Other property, plant & equipment 253 032 98 848 7 311 704 0 359 896 Investment property 0 0 0 0 0 0
ventures - 749 0 0 0 4 347 3 598 Other financial assets 46 0 31 15 0 92 Receivables > 1 year 25 666 0 0 0 0 25 666 Deferred tax assets 10 995 0 319 2 237 0 13 550 Total non-current assets 619 916 179 798 7 938 3 304 4 347 815 303 % of total 76.03% 22.05% 0.97% 0.41% 0.53% 100.00%
In KUSD Indonesia PNG Ivory Coast Europe Others Total Intangible assets 0 0 0 473 0 473 Goodwill 104 782 0 0 0 0 104 782 Biological assets 231 602 83 952 273 0 0 315 826 Other property, plant & equipment 248 665 101 487 3 992 668 0 354 811 Investment property 0 0 0 0 0 0 Investments in associates and joint ventures - 282 0 0 0 4 912 4 630 Other financial assets 46 0 19 15 0 80 Receivables > 1 year 16 092 0 0 9 0 16 101 Deferred tax assets 10 447 0 363 2 240 0 13 049 Total non-current assets 611 352 185 438 4 645 3 406 4 912 809 753 % of total 75.50% 22.90% 0.57% 0.42% 0.61% 100.00%
Gross carrying amount at January 1 104 782 787 104 782 1 078 Acquisitions 0 40 0 49 Sales and disposals 0 - 60 0 - 340 Transfers 0 0 0 0 Translation differences 0 0 0 0 Gross carrying amount at December 31 104 782 767 104 782 787
January 1 0 - 314 0 - 561 Depreciations 0 - 165 0 - 93 Sales and disposals 0 60 0 340 Transfers 0 0 0 0 Remeasurement 0 0 0 0
December 31 0 - 419 0 - 314
Net carrying amount January 1 104 782 473 104 782 517 Net carrying amount December 31 104 782 348 104 782 473
Stock movement has increased primarily due to the increased stock of palm products at year-end, combined with an increased value of the stock palm products following the high world market prices at year-end.
Sales charges have remained relatively stable despite increased export tax and export levies in Indonesia during 2021. This is due to an increase of the Group's local sales in Indonesia compared to 2020. On these local sales no export tax and levy is applicable. However in practice a comparable amount is deducted immediately from the selling price for local Indonesian sales, resulting in a comparable net selling price.
Total depreciation in the estate and processing charges amounts to KUSD 40 222. A total of KUSD 3 482 of depreciation charges is recorded in the "General and administrative" expenses and 4 912 KUSD in "other operating income/charges". The depreciations in the "other operating income/charges" relate for roughly KUSD 4 229 to the accelerated depreciation of the oil palms in PT Dendymarker. In note 20 the "other operating income/charges" are presented in more detail.
The general and administrative expenses increased compared with last year, mainly due to the increased bonus provision because of the better results.
| In KUSD | 2021 | 2020 |
|---|---|---|
| Indonesia | 205 284 | 133 264 |
| The Netherlands | 152 297 | 85 340 |
| France | 9 408 | 14 839 |
| Malaysia | 8 460 | 1 377 |
| Switzerland | 7 822 | 44 |
| Belgium | 6 360 | 4 009 |
| United Kingdom | 5 677 | 2 459 |
| Singapore | 5 627 | 20 507 |
| United States | 3 726 | 4 001 |
| Ivory coast | 3 602 | 2 273 |
| Spain | 2 634 | 117 |
| Ireland | 1 671 | 2 003 |
| China | 1 557 | 1 065 |
| Germany | 928 | 877 |
| Poland | 485 | 26 |
| United Arab. Emirates | 195 | 0 |
| Afghanistan | 116 | 824 |
| Pakistan | 111 | 914 |
| Other | 93 | 88 |
| Total | 416 053 | 274 027 |
The revenue of the Group is realised against a relatively small number of first-class buyers: per product about 90% of the turnover is realized with a maximum of 10 clients. For additional information we refer to note 26 – financial instruments.
| 2021 | ||||||
|---|---|---|---|---|---|---|
| In KUSD | Indonesia | PNG | Ivory Coast | Europe | Others | Total |
| Intangible assets | 0 | 0 | 0 | 348 | 0 | 348 |
| Goodwill | 104 782 | 0 | 0 | 0 | 0 | 104 782 |
| Biological assets | 226 144 | 80 950 | 277 | 0 | 0 | 307 371 |
| Other property, plant & equipment | 253 032 | 98 848 | 7 311 | 704 | 0 | 359 896 |
| Investment property | 0 | 0 | 0 | 0 | 0 | 0 |
| Investments in associates and joint | ||||||
| ventures | - 749 | 0 | 0 | 0 | 4 347 | 3 598 |
| Other financial assets | 46 | 0 | 31 | 15 | 0 | 92 |
| Receivables > 1 year | 25 666 | 0 | 0 | 0 | 0 | 25 666 |
| Deferred tax assets | 10 995 | 0 | 319 | 2 237 | 0 | 13 550 |
| Total non-current assets | 619 916 | 179 798 | 7 938 | 3 304 | 4 347 | 815 303 |
| % of total | 76.03% | 22.05% | 0.97% | 0.41% | 0.53% | 100.00% |
| 2020 | ||||||
|---|---|---|---|---|---|---|
| In KUSD | Indonesia | PNG | Ivory Coast | Europe | Others | Total |
| Intangible assets | 0 | 0 | 0 | 473 | 0 | 473 |
| Goodwill | 104 782 | 0 | 0 | 0 | 0 | 104 782 |
| Biological assets | 231 602 | 83 952 | 273 | 0 | 0 | 315 826 |
| Other property, plant & equipment | 248 665 | 101 487 | 3 992 | 668 | 0 | 354 811 |
| Investment property | 0 | 0 | 0 | 0 | 0 | 0 |
| Investments in associates and joint ventures | - 282 | 0 | 0 | 0 | 4 912 | 4 630 |
| Other financial assets | 46 | 0 | 19 | 15 | 0 | 80 |
| Receivables > 1 year | 16 092 | 0 | 0 | 9 | 0 | 16 101 |
| Deferred tax assets | 10 447 | 0 | 363 | 2 240 | 0 | 13 049 |
| Total non-current assets | 611 352 | 185 438 | 4 645 | 3 406 | 4 912 | 809 753 |
| % of total | 75.50% | 22.90% | 0.57% | 0.42% | 0.61% | 100.00% |
| 2021 | 2020 | |||
|---|---|---|---|---|
| In KUSD | Goodwill | Intangible assets |
Goodwill | Intangible assets |
| Gross carrying amount at January 1 | 104 782 | 787 | 104 782 | 1 078 |
| Acquisitions | 0 | 40 | 0 | 49 |
| Sales and disposals | 0 | - 60 | 0 | - 340 |
| Transfers | 0 | 0 | 0 | 0 |
| Translation differences | 0 | 0 | 0 | 0 |
| Gross carrying amount at December 31 | 104 782 | 767 | 104 782 | 787 |
| Accumulated amortization and impairment losses at January 1 |
0 | - 314 | 0 | - 561 |
| Depreciations | 0 | - 165 | 0 | - 93 |
| Sales and disposals | 0 | 60 | 0 | 340 |
| Transfers | 0 | 0 | 0 | 0 |
| Remeasurement | 0 | 0 | 0 | 0 |
| Accumulated amortization and impairment losses at December 31 |
0 | - 419 | 0 | - 314 |
| Net carrying amount January 1 | 104 782 | 473 | 104 782 | 517 |
| Net carrying amount December 31 | 104 782 | 348 | 104 782 | 473 |
Goodwill is the positive difference between the acquisition price of a subsidiary, associated company or joint venture and the share of the Group in the fair value of the identifiable assets and liabilities of the acquired entity on the acquisition date. Under standard IFRS 3 – Business Combinations, goodwill is not amortized, but rather tested for impairment.
Summary assumptions of 2021:
Summary assumptions of 2020:
average costs of capital (WACC).
* Concerns the underlying assets related to the palm oil segment
We also calculate the breakeven palm oil price based on the various WACCs.
a long period of time and will be continuously monitored in the future.
Sensitivity matrix
Green = base scenario
PO / WACC 7.19% 8.19% 9.19% USD 705/ton CIF Rotterdam Scenario 1 Scenario 4 Scenario 7 USD 755/ton CIF Rotterdam Scenario 2 Scenario 5 (base case) Scenario 8 USD 805/ton CIF Rotterdam Scenario 3 Scenario 6 Scenario 9
PO / WACC 7.01% 8.01% 9.01% USD 663/ton CIF Rotterdam Scenario 1 Scenario 4 Scenario 7 USD 713/ton CIF Rotterdam Scenario 2 Scenario 5 (base case) Scenario 8 USD 763/ton CIF Rotterdam Scenario 3 Scenario 6 Scenario 9
WACC/PO price (in KUSD) 7.19% 8.19% 9.19% USD 705/ton CIF Rotterdam 931 010 751 748 623 023 USD 755/ton CIF Rotterdam 1 662 152 1 366 300 1 153 492 USD 805/ton CIF Rotterdam 2 046 183 1 689 049 1 432 036
Value of underlying assets* 773 872 773 872 773 872
Headroom (in KUSD) 7.19% 8.19% 9.19% USD 705/ton CIF Rotterdam 157 138 -22 124 -150 850 USD 755/ton CIF Rotterdam 888 279 592 428 379 620 USD 805/ton CIF Rotterdam 1 272 311 915 177 658 163
Breakeven price 7.19% 8.19% 9.19% USD/ton 633 \$/ton 659 \$/ton 684 \$/ton
Management is of the opinion that the assumptions used in the calculation of the value in use as described above give the best estimates of future development. The sensitivity analysis shows that goodwill is in most of the cases fully recoverable. As a result, management is of the opinion that there is no indication of any impairment. Future sales prices continue to be difficult to predict over
The headroom is the difference between the total discounted cash flows and the value of the underlying asset:
For the sensitivity analysis, the price was increased and decreased by USD 50/ton. The WACC was increased and decreased with one percent. A sensitivity matrix is shown below for the total discounted cash flow for various palm oil prices and various weighted
Goodwill and intangible fixed assets are tested annually by management to see whether they have been exposed to impairment in accordance with the accounting policies in note 3 (regardless of whether there are indications of impairment).
To be able to assess the necessity of an impairment, the goodwill is allocated to a cash-generating unit (CGU). A cash-generating unit is the smallest identifiable group that generates cash that is to a large degree independent of the inflow of cash from other assets or groups of assets. This cash-generating unit is analysed on each balance sheet date to determine whether the carrying value of the goodwill can be fully recovered. If the realizable value of the cash-generating unit is lower in the long term than the carrying value, an impairment is recognized on the income statement in the amount of this difference.
In the SIPEF model, the cash-generating unit is compared with the total underlying asset related to the palm oil segment as of 31 December 2021. This consists of the following items:
| Assets (in KUSD)* | 2021 |
|---|---|
| Biological assets – bearer plants | 305 432 |
| Other fixed assets | 350 219 |
| Goodwill | 104 782 |
| Current assets – current liabilities | 13 438 |
| Total | 773 872 |
* Assets include only the entities with palm oil activities
The SIPEF group has defined the "cash-generating unit" as the operational palm oil segment. It consists of all cash flows from the palm oil activities of all plantations in Indonesia and Papua New Guinea. The cash flows from the sale of rubber, tea and bananas are not included here, as the goodwill has been allocated exclusively to the whole of the palm oil segment.
The recoverable value of the cash-generating units to which goodwill is allocated was determined by means of a calculation using a discounted cash flow model (DCF model). The starting point is the operational plans of the Group, which look a decade ahead (to 2031) and have been approved by the Board of Directors. In this model, the macro-economic parameters, such as palm oil price and inflation, are deemed constant for each year. The constant palm oil price used in the model (USD 755/ton) is management's best estimate of the long-term palm oil price expressed as CIF Rotterdam. The negative impact of the altered export tax and export levy schemes in Indonesia have been included in the future cash flows.
The average palm oil price used in the goodwill impairment amounts to USD 755/ton whereas the spot price per 31 December 2021 amount to USD 1 305/ton.
In the model, the growth of sales is the same as the normal improvement of the production volumes due to the maturity of the palm trees of the various subsidiaries. Any improvement in the future EBITDA margins in the model is a normal consequence of the same improvement in production volumes.
The current model was established with a weighted average cost of capital (after tax) of 8.19% and an average tax rate of 22%-30%. The terminal value in the discounted cash flow model is based on perpetual growth of 2% in accordance with the Gordon growth model. In the model we use a sensitivity analysis for various palm oil prices and various weighted average costs of capital (WACC):
| USD 705/ton CIF Rotterdam |
|---|
| USD 755/ton CIF Rotterdam |
| USD 805/ton CIF Rotterdam |
| WACC | |
|---|---|
| Scenario 1 | 7.19% |
| Scenario 2 (base case) | 8.19% |
| Scenario 3 | 9.19% |
| PO / WACC | 7.19% | 8.19% | 9.19% |
|---|---|---|---|
| USD 705/ton CIF Rotterdam | Scenario 1 | Scenario 4 | Scenario 7 |
| USD 755/ton CIF Rotterdam | Scenario 2 | Scenario 5 (base case) | Scenario 8 |
| USD 805/ton CIF Rotterdam | Scenario 3 | Scenario 6 | Scenario 9 |
Summary assumptions of 2020:
| PO / WACC | 7.01% | 8.01% | 9.01% |
|---|---|---|---|
| USD 663/ton CIF Rotterdam | Scenario 1 | Scenario 4 | Scenario 7 |
| USD 713/ton CIF Rotterdam | Scenario 2 | Scenario 5 (base case) | Scenario 8 |
| USD 763/ton CIF Rotterdam | Scenario 3 | Scenario 6 | Scenario 9 |
For the sensitivity analysis, the price was increased and decreased by USD 50/ton. The WACC was increased and decreased with one percent. A sensitivity matrix is shown below for the total discounted cash flow for various palm oil prices and various weighted average costs of capital (WACC).
| WACC/PO price (in KUSD) | 7.19% | 8.19% | 9.19% | |||||
|---|---|---|---|---|---|---|---|---|
| USD 705/ton CIF Rotterdam | 931 010 | 751 748 | 623 023 | |||||
| USD 755/ton CIF Rotterdam | 1 662 152 | 1 366 300 | 1 153 492 | |||||
| USD 805/ton CIF Rotterdam | 2 046 183 | 1 689 049 | 1 432 036 | |||||
| Value of underlying assets* | 773 872 | 773 872 | 773 872 | |||||
* Concerns the underlying assets related to the palm oil segment
The headroom is the difference between the total discounted cash flows and the value of the underlying asset:
| Headroom (in KUSD) | 7.19% | 8.19% | 9.19% |
|---|---|---|---|
| USD 705/ton CIF Rotterdam | 157 138 | -22 124 | -150 850 |
| USD 755/ton CIF Rotterdam | 888 279 | 592 428 | 379 620 |
| USD 805/ton CIF Rotterdam | 1 272 311 | 915 177 | 658 163 |
Green = base scenario
We also calculate the breakeven palm oil price based on the various WACCs.
| Breakeven price | 7.19% | 8.19% | 9.19% |
|---|---|---|---|
| USD/ton | 633 \$/ton | 659 \$/ton | 684 \$/ton |
Management is of the opinion that the assumptions used in the calculation of the value in use as described above give the best estimates of future development. The sensitivity analysis shows that goodwill is in most of the cases fully recoverable. As a result, management is of the opinion that there is no indication of any impairment. Future sales prices continue to be difficult to predict over a long period of time and will be continuously monitored in the future.
The balance sheet movements in biological assets – bearer plants can be summarized as follows:
| In KUSD | 2021 | 2020 |
|---|---|---|
| Gross carrying amount at January 1 | 429 192 | 407 810 |
| Change in consolidation scope | - 17 474 | 0 |
| Acquisitions | 27 396 | 26 971 |
| Sales and disposals | - 22 594 | - 4 261 |
| Transfers | 80 | - 1 454 |
| Other | 0 | 0 |
| Translation differences | - 114 | 128 |
| Gross carrying amount at December 31 | 416 487 | 429 192 |
| Accumulated depreciation and impairment losses at January 1 | - 113 365 | - 101 467 |
| Change in consolidation scope | 4 924 | 0 |
| Depreciation | - 21 462 | - 15 120 |
| Sales and disposals | 20 694 | 3 326 |
| Transfers | 0 | 0 |
| Other | 0 | 0 |
| Translation differences | 92 | - 104 |
| Accumulated depreciation and impairment losses at December 31 | - 109 116 | - 113 365 |
| Net carrying amount January 1 | 315 827 | 306 343 |
| Net carrying amount December 31 | 307 371 | 315 826 |
10. OTHER PROPERTY, PLANT AND EQUIPMENT
Land, buildings and infrastructure
Installations and machinery
Vehicles
amount at January 1 188 549 190 336 72 629 34 138 3 304 16 492 125 533 630 983
consolidation scope - 7 491 - 6 134 - 1 322 - 834 0 - 1 131 - 197 - 17 109 Acquisitions 13 846 4 833 3 987 1 544 247 10 448 6 351 41 256 Sales and disposals - 859 - 1 199 - 3 017 - 90 0 - 4 142 - 259 - 9 566 Transfers 7 722 237 505 186 0 - 8 729 0 - 80 Other - 12 12 0 0 0 0 0 0 Translation differences - 922 - 231 - 160 - 78 0 - 144 - 17 - 1 550
31 200 834 187 855 72 622 34 867 3 551 12 794 131 411 643 933
January 1 - 81 098 - 114 635 - 56 458 - 20 431 - 547 0 - 3 002 - 276 172
consolidation scope 5 854 5 390 1 193 541 0 0 181 13 159 Depreciation - 7 846 - 10 635 - 5 473 - 2 454 - 416 0 - 29 - 26 852 Sales and disposals 725 1 142 2 770 84 0 0 0 4 721 Transfers 1 0 0 0 0 0 0 1 Other 0 0 0 0 0 0 0 0 Translation differences 713 196 112 68 0 0 16 1 105
December 31 - 81 651 - 118 542 - 57 856 - 22 192 - 963 0 - 2 834 - 284 038
January 1 107 451 75 701 16 171 13 707 2 757 16 492 122 531 354 810
December 31 119 183 69 313 14 766 12 675 2 588 12 794 128 577 359 896
In KUSD
Gross carrying
Gross carrying amount at December
Accumulated depreciation and impairment losses at
Change in
Accumulated depreciation and impairment losses at
Net carrying amount
Net carrying amount
Change in
2021
Office equipment , furniture and others
Leasing In
progress
Land
rights Total
| 2021 | ||||||||
|---|---|---|---|---|---|---|---|---|
| In KUSD | Land, buildings and infrastructure |
Installations and machinery |
Vehicles | Office equipment , furniture and others |
Leasing | In progress |
Land rights |
Total |
| Gross carrying amount at January 1 |
188 549 | 190 336 | 72 629 | 34 138 | 3 304 | 16 492 | 125 533 | 630 983 |
| Change in consolidation scope |
- 7 491 | - 6 134 | - 1 322 | - 834 | 0 | - 1 131 | - 197 | - 17 109 |
| Acquisitions | 13 846 | 4 833 | 3 987 | 1 544 | 247 | 10 448 | 6 351 | 41 256 |
| Sales and disposals | - 859 | - 1 199 | - 3 017 | - 90 | 0 | - 4 142 | - 259 | - 9 566 |
| Transfers | 7 722 | 237 | 505 | 186 | 0 | - 8 729 | 0 | - 80 |
| Other | - 12 | 12 | 0 | 0 | 0 | 0 | 0 | 0 |
| Translation differences | - 922 | - 231 | - 160 | - 78 | 0 | - 144 | - 17 | - 1 550 |
| Gross carrying amount at December 31 |
200 834 | 187 855 | 72 622 | 34 867 | 3 551 | 12 794 | 131 411 | 643 933 |
| Accumulated depreciation and impairment losses at |
||||||||
| January 1 Change in |
- 81 098 | - 114 635 | - 56 458 | - 20 431 | - 547 | 0 | - 3 002 | - 276 172 |
| consolidation scope | 5 854 | 5 390 | 1 193 | 541 | 0 | 0 | 181 | 13 159 |
| Depreciation | - 7 846 | - 10 635 | - 5 473 | - 2 454 | - 416 | 0 | - 29 | - 26 852 |
| Sales and disposals | 725 | 1 142 | 2 770 | 84 | 0 | 0 | 0 | 4 721 |
| Transfers | 1 | 0 | 0 | 0 | 0 | 0 | 0 | 1 |
| Other | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Translation differences | 713 | 196 | 112 | 68 | 0 | 0 | 16 | 1 105 |
| Accumulated depreciation and impairment losses at |
||||||||
| December 31 | - 81 651 | - 118 542 | - 57 856 | - 22 192 | - 963 | 0 | - 2 834 | - 284 038 |
| Net carrying amount January 1 |
107 451 | 75 701 | 16 171 | 13 707 | 2 757 | 16 492 | 122 531 | 354 810 |
| Net carrying amount December 31 |
119 183 | 69 313 | 14 766 | 12 675 | 2 588 | 12 794 | 128 577 | 359 896 |
| 2020 | ||||||||
|---|---|---|---|---|---|---|---|---|
| In KUSD | Land, buildings and infrastructure |
Installations and machinery |
Vehicles | Office equipment, furniture and others |
Leasing | In progress |
Land rights |
Total |
| Gross carrying amount at January 1 |
180 654 | 186 614 | 69 811 | 32 711 | 3 253 | 16 696 | 122 422 | 612 163 |
| Change in consolidation scope |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Acquisitions | 6 675 | 2 990 | 4 009 | 668 | 122 | 5 655 | 5 586 | 25 705 |
| Sales and disposals | - 778 | - 1 065 | - 1 716 | - 322 | 0 | - 3 514 | 0 | - 7 395 |
| Transfers | 985 | 1 525 | 361 | 994 | 0 | - 2 411 | 0 | 1 454 |
| Other | - 11 | 11 | 0 | 0 | - 71 | 60 | - 2 495 | - 2 506 |
| Translation differences | 1 024 | 261 | 164 | 87 | 0 | 6 | 20 | 1 562 |
| Gross carrying amount at December 31 |
188 549 | 190 336 | 72 629 | 34 138 | 3 304 | 16 492 | 125 533 | 630 983 |
| Accumulated depreciation and impairment losses at |
||||||||
| January 1 | - 73 094 | - 104 561 | - 52 061 | - 17 584 | - 358 | 0 | - 5 434 | - 253 092 |
| Change in consolidation scope |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Depreciation | - 7 767 | - 10 884 | - 5 768 | - 2 953 | - 386 | 0 | - 45 | - 27 804 |
| Sales and disposals | 628 | 1 029 | 1 495 | 180 | 0 | 0 | 0 | 3 332 |
| Transfers | 1 | 0 | 0 | 0 | 0 | 0 | 0 | 1 |
| Other | - 87 | 0 | 0 | 0 | 197 | 0 | 2 495 | 2 605 |
| Translation differences | - 779 | - 220 | - 124 | - 74 | 0 | 0 | - 18 | - 1 215 |
| Accumulated depreciation and impairment losses at December 31 |
- 81 098 | - 114 635 | - 56 458 | - 20 431 | - 547 | 0 | - 3 002 | - 276 172 |
| Net carrying amount January 1 |
107 560 | 82 053 | 17 750 | 15 127 | 2 895 | 16 696 | 116 988 | 359 071 |
| Net carrying amount December 31 |
107 451 | 75 701 | 16 171 | 13 707 | 2 757 | 16 492 | 122 531 | 354 811 |
Hectares Type Maturity Crop
PT Tolan Tiga Indonesia 6 042 Concession 2023 Oil palm PT Tolan Tiga Indonesia 2 437 Concession 2024 Oil palm PT Eastern Sumatra Indonesia 3 178 Concession 2023 Oil palm PT Kerasaan Indonesia 2 362 Concession 2023 Oil palm PT Bandar Sumatra Indonesia 1 413 Concession 2024 Rubber PT Melania Indonesia 5 140 Concession 2023 Rubber and Tea PT Toton Usaha Mandiri 1 199 Concession 2046 Oil palm PT Agro Muko 2 256 Concession 2044 Oil palm PT Agro Muko 2 500 Concession 2020* Oil palm PT Agro Muko 315 Concession 2031 Oil palm PT Agro Muko 1 410 Concession 2028 Oil palm PT Agro Muko 2 903 Concession 2028 Oil palm PT Agro Muko 5 150 Concession 2044 Oil palm PT Agro Muko 2 287 Concession 2044 Oil palm PT Agro Muko 2 185 Concession 2022 Oil palm PT Agro Muko 1 515 Concession 2022 Rubber PT Agro Muko 2 100 Concession 2022 Oil palm PT Agro Muko 232 Concession 2056 Oil palm PT Umbul Mas Wisea 4 397 Concession 2048 Oil palm PT Umbul Mas Wisea 2 071 Concession 2048 Oil palm PT Umbul Mas Wisea 679 Concession 2049 Oil palm PT Umbul Mas Wisea 462 Concession 2049 Oil palm PT Umbul Mas Wisea 155 Concession 2049 Oil palm PT Dendymarker Indah Lestari 13 705 Concession 2028 Oil palm PT Mukomuko Agro Sejahtera 1 705 Concession 2053 Oil palm PT Mukomuko Agro Sejahtera (STGE) 1 770 Concession 2024 Oil palm PT Timbang Deli Indonesia 972 Concession 2023 Rubber and oil palm Hargy Oil Palms Limited 128 Concession 2075 Oil palm Hargy Oil Palms Limited 2 967 Concession 2076 Oil palm Hargy Oil Palms Limited 17 Concession 2077 Oil palm Hargy Oil Palms Limited 6 460 Concession 2082 Oil palm Hargy Oil Palms Limited 2 900 Concession 2101 Oil palm Hargy Oil Palms Limited 170 Concession 2102 Oil palm Hargy Oil Palms Limited 695 Concession 2106 Oil palm Hargy Oil Palms Limited 18 Concession 2113 Oil palm Hargy Oil Palms Limited 246 Concession 2117 Oil palm Plantations J. Eglin SA 1 021 Freehold n/a bananas and horticulture Plantations J. Eglin SA 743 Provisional concession n/a bananas and horticulture
PT Mukomuko Agro Sejahtera 623 In negotiation - Oil palm PT Mukomuko Agro Sejahtera (BKDE) 1 513 In negotiation - Oil palm PT Citra Sawit Mandiri 1 814 In negotiation - Oil palm PT Agro Rawas Ulu 5 712 In negotiation - Oil palm PT Agro Kati Lama 7 568 In negotiation - Oil palm PT Agro Kati Lama 3 091 In negotiation - Oil palm PT Agro Muara Rupit 4 811 In negotiation - Oil palm PT Agro Muara Rupit 7 498 In negotiation - Oil palm PT Agro Muara Rupit 1 303 In negotiation - Oil palm PT Agro Muara Rupit 4 201 In negotiation - Oil palm
* All documentation for the renewal of the land rights which matured in 2020 has been delivered in time to the relevant authorities. The authorities are in the
In addition, our subsidiary Hargy Oil Palms Ltd has a total of 4 166 hectares of planted area on subleased land.
Total 85 905
Total 38 134
process of reviewing and approving. There is no indication that these land rights will not be renewed.
The acquisitions included, in addition to the standard replacement capital expenditure, investments for the improvement of the logistics and infrastructure of the plantations and the palm oil extraction mills.
Below is a table with the proprietary rights on which the plantations of the SIPEF group are established:
| Hectares | Type | Maturity | Crop | |
|---|---|---|---|---|
| PT Tolan Tiga Indonesia | 6 042 | Concession | 2023 | Oil palm |
| PT Tolan Tiga Indonesia | 2 437 | Concession | 2024 | Oil palm |
| PT Eastern Sumatra Indonesia | 3 178 | Concession | 2023 | Oil palm |
| PT Kerasaan Indonesia | 2 362 | Concession | 2023 | Oil palm |
| PT Bandar Sumatra Indonesia | 1 413 | Concession | 2024 | Rubber |
| PT Melania Indonesia | 5 140 | Concession | 2023 | Rubber and Tea |
| PT Toton Usaha Mandiri | 1 199 | Concession | 2046 | Oil palm |
| PT Agro Muko | 2 256 | Concession | 2044 | Oil palm |
| PT Agro Muko | 2 500 | Concession | 2020* | Oil palm |
| PT Agro Muko | 315 | Concession | 2031 | Oil palm |
| PT Agro Muko | 1 410 | Concession | 2028 | Oil palm |
| PT Agro Muko | 2 903 | Concession | 2028 | Oil palm |
| PT Agro Muko | 5 150 | Concession | 2044 | Oil palm |
| PT Agro Muko | 2 287 | Concession | 2044 | Oil palm |
| PT Agro Muko | 2 185 | Concession | 2022 | Oil palm |
| PT Agro Muko | 1 515 | Concession | 2022 | Rubber |
| PT Agro Muko | 2 100 | Concession | 2022 | Oil palm |
| PT Agro Muko | 232 | Concession | 2056 | Oil palm |
| PT Umbul Mas Wisea | 4 397 | Concession | 2048 | Oil palm |
| PT Umbul Mas Wisea | 2 071 | Concession | 2048 | Oil palm |
| PT Umbul Mas Wisea | 679 | Concession | 2049 | Oil palm |
| PT Umbul Mas Wisea | 462 | Concession | 2049 | Oil palm |
| PT Umbul Mas Wisea | 155 | Concession | 2049 | Oil palm |
| PT Dendymarker Indah Lestari | 13 705 | Concession | 2028 | Oil palm |
| PT Mukomuko Agro Sejahtera | 1 705 | Concession | 2053 | Oil palm |
| PT Mukomuko Agro Sejahtera (STGE) | 1 770 | Concession | 2024 | Oil palm |
| PT Timbang Deli Indonesia | 972 | Concession | 2023 | Rubber and oil palm |
| Hargy Oil Palms Limited | 128 | Concession | 2075 | Oil palm |
| Hargy Oil Palms Limited | 2 967 | Concession | 2076 | Oil palm |
| Hargy Oil Palms Limited | 17 | Concession | 2077 | Oil palm |
| Hargy Oil Palms Limited | 6 460 | Concession | 2082 | Oil palm |
| Hargy Oil Palms Limited | 2 900 | Concession | 2101 | Oil palm |
| Hargy Oil Palms Limited | 170 | Concession | 2102 | Oil palm |
| Hargy Oil Palms Limited | 695 | Concession | 2106 | Oil palm |
| Hargy Oil Palms Limited | 18 | Concession | 2113 | Oil palm |
| Hargy Oil Palms Limited | 246 | Concession | 2117 | Oil palm |
| Plantations J. Eglin SA | 1 021 | Freehold | n/a | bananas and horticulture |
| Plantations J. Eglin SA | 743 | Provisional concession | n/a | bananas and horticulture |
| Total | 85 905 | |||
| PT Mukomuko Agro Sejahtera | 623 | In negotiation | - | Oil palm |
| PT Mukomuko Agro Sejahtera (BKDE) | 1 513 | In negotiation | - | Oil palm |
| PT Citra Sawit Mandiri | 1 814 | In negotiation | - | Oil palm |
| PT Agro Rawas Ulu | 5 712 | In negotiation | - | Oil palm |
| PT Agro Kati Lama | 7 568 | In negotiation | - | Oil palm |
| PT Agro Kati Lama | 3 091 | In negotiation | - | Oil palm |
| PT Agro Muara Rupit | 4 811 | In negotiation | - | Oil palm |
| PT Agro Muara Rupit | 7 498 | In negotiation | - | Oil palm |
| PT Agro Muara Rupit | 1 303 | In negotiation | - | Oil palm |
Total 38 134 * All documentation for the renewal of the land rights which matured in 2020 has been delivered in time to the relevant authorities. The authorities are in the process of reviewing and approving. There is no indication that these land rights will not be renewed.
PT Agro Muara Rupit 4 201 In negotiation - Oil palm
In addition, our subsidiary Hargy Oil Palms Ltd has a total of 4 166 hectares of planted area on subleased land.
| In KUSD | 2021 | 2020 |
|---|---|---|
| Receivables > 1 year | 25 666 | 16 101 |
At 31 December 2021 the total biological assets of palm oil amounted to KUSD 6 306 compared to KUSD 3 668 at 31 December
The estimated sales price and the estimated costs and charges are the actual sales prices and costs at the time of closing. The results
The biological assets at the end of December also contain the growing biological produce of bananas of our subsidiary Plantations J. Eglin SA. The growing agricultural produce of bananas is defined as the banana bunches which will be harvested in 3 months, weighted at their pro-rata for each remaining harvesting month. At 3 months before harvest, a reliable flower count is done, which is used to determine the estimated growing biological produce. The net selling price to value the growing biological produces is determined as the current market prices reduced by the remaining costs to sell the biological produce. The balance of 2021 amounted to KUSD 2 861 (2020 KUSD 3 058) and has decreased due to the less favourable production outlook in first quarter compared to last
Impact of the estimated quantity of available oil -10% Carrying amount +10% Carrying value of the biological assets - palm oil 5 675 6 306 6 937 Gross Impact income statement (before tax) - 631 631
Impact of the estimated quantity of available bananas -10% Carrying amount +10% Carrying value of the biological assets - bananas 2 575 2 861 3 147 Gross Impact income statement (before tax) - 286 286
The 'other receivables' have remained relatively stable at KUSD 49 878 in 2021 compared to KUSD 49 146 in 2020. The other receivables mainly consist of VAT receivables in the various entities, but also include a current account with Verdant Bioscience PTE Ltd (KUSD 8 588 in 2021 and KUSD 7 800 in 2020) and the smallholder receivables in Hargy Oil Palms Ltd. In 2020 this section also contained a receivable of KUSD 6 929 following the sale of Sipef-CI. This receivable was entirely received by the SIPEF group during
The remaining increase in 'other receivables' is explained by an increase in the GST receivable (VAT receivable) in Hargy Oil Palms Ltd (+ KUSD 1 952), in our Indonesian subsidiaries, primarily the South Sumatra Group due to the continuing expansion (+ KUSD 2 002). Additionally there is an increase in PT Tolan Tiga of KUSD 5 211 relating to the current account towards PT Melania which is no longer fully eliminated after PT Melania's classification as a joint-venture held for sale. The remaining increase consist of
The 'other payables' (KUSD 11 519 in 2021 and KUSD 8 805 in 2020) mainly concern social obligations (salaries to be paid, provisions for holiday pay and bonus) and have increased slightly in comparison to prior year, primarily due to an increased bonus provision
The issued capital of the company as at December 31, 2021 amounts to KUSD 44 734, represented by 10 579 328 fully paid ordinary
Number of shares 10 579 328 10 579 328 0
In KUSD 2021 2020 Difference Capital 44 734 44 734 0 Share premium 107 970 107 970 0 Total 152 704 152 704 0
2021 2020 Difference
The Group has calculated the expected credit loss in accordance with IFRS 9 and determined it to be immaterial.
from the change of the fair value of the palm fruit are included in 'changes in fair value of biological assets'.
14. OTHER CURRENT RECEIVABLES AND OTHER CURRENT PAYABLES
2020.
year.
2021.
various smaller items in our different subsidiaries.
following the better results of the SIPEF group in 2021.
15. SHAREHOLDERS' EQUITY
Capital stock and share premium
shares without nominal value.
The receivables > 1 year as per 31 December 2021 mainly consist out of plasma receivables in Indonesia.
| In KUSD | 2021 | 2020 |
|---|---|---|
| Plasma receivable | 25 666 | 16 092 |
| Other | 0 | 9 |
| Total | 25 666 | 16 101 |
Plasma receivables represent a loan granted to the smallholders for the accumulated costs to develop plasma plantations which are currently being financed by the Group. When the plasma plantations start to mature, the plasma farmers are obliged to sell their harvests to the Group and a portion of the resulting proceeds will be used to repay the loans.
The plasma receivables will be gradually repaid from the moment the plasma holders become a going concern plantation whereby proceeds of the FFB sales will be partly used to repay the loan.
The Group has calculated the expected credit loss in accordance with IFRS 9 and has done an impairment test on the outstanding plasma receivables which showed no basis for impairment based on the long-term repayment plans.
The repayment of the plasma loans will be determined largely by the plasma fruit production and world palm oil prices over the next years and is also dependant on the terms and conditions of the plasma scheme. Therefore it is not possible to predict the exact timing of repayment. The Group currently has a total short term plasma receivable of KUSD 1 032 – included in the current other receivables - and a long term plasma receivable of KUSD 25 666.
Analysis of inventories:
| In KUSD | 2021 | 2020 |
|---|---|---|
| Raw materials and supplies | 21 508 | 17 658 |
| Finished goods | 26 509 | 11 990 |
| Total | 48 017 | 29 648 |
The remaining stock of raw materials and supplies has increased with KUSD 3 850 in comparison to prior year. This is mainly due to timing differences in purchases.
The increase in finished goods is caused by an increase in CPO/PK stock per year-end and the higher CPO prices which results in a higher stock value.
The total biological assets at the end of the year is presented below:
| In KUSD | 2021 | 2020 |
|---|---|---|
| Biological assets | 9 168 | 6 763 |
The growing agricultural produce of palm oil is defined as the oil contained in the palm fruit. When the palm fruit contains oil, then this distinct asset is recognised and the fair value is estimated based on:
Different scientific studies have shown that the oil in the palm oil fruit develops exponentially in approximately 4 weeks. The estimated quantity of oil in the palm oil fruit is therefore determined based on the harvest of the 4 weeks after the time of closing. In the calculation of the estimated quantity of available oil, the weighted importance of the harvest decreases step-by-step per week, in order to approximate the quantity of oil at the time of closing as well as possible. The fair value of the biological assets calculated at the closing value on the 31st of December 2021 is based on level 2 data input.
At 31 December 2021 the total biological assets of palm oil amounted to KUSD 6 306 compared to KUSD 3 668 at 31 December 2020.
| Impact of the estimated quantity of available oil | -10% | Carrying amount | +10% |
|---|---|---|---|
| Carrying value of the biological assets - palm oil | 5 675 | 6 306 | 6 937 |
| Gross Impact income statement (before tax) | - 631 | 631 |
The estimated sales price and the estimated costs and charges are the actual sales prices and costs at the time of closing. The results from the change of the fair value of the palm fruit are included in 'changes in fair value of biological assets'.
The biological assets at the end of December also contain the growing biological produce of bananas of our subsidiary Plantations J. Eglin SA. The growing agricultural produce of bananas is defined as the banana bunches which will be harvested in 3 months, weighted at their pro-rata for each remaining harvesting month. At 3 months before harvest, a reliable flower count is done, which is used to determine the estimated growing biological produce. The net selling price to value the growing biological produces is determined as the current market prices reduced by the remaining costs to sell the biological produce. The balance of 2021 amounted to KUSD 2 861 (2020 KUSD 3 058) and has decreased due to the less favourable production outlook in first quarter compared to last year.
| Impact of the estimated quantity of available bananas | -10% | Carrying amount | +10% |
|---|---|---|---|
| Carrying value of the biological assets - bananas | 2 575 | 2 861 | 3 147 |
| Gross Impact income statement (before tax) | - 286 | 286 |
The 'other receivables' have remained relatively stable at KUSD 49 878 in 2021 compared to KUSD 49 146 in 2020. The other receivables mainly consist of VAT receivables in the various entities, but also include a current account with Verdant Bioscience PTE Ltd (KUSD 8 588 in 2021 and KUSD 7 800 in 2020) and the smallholder receivables in Hargy Oil Palms Ltd. In 2020 this section also contained a receivable of KUSD 6 929 following the sale of Sipef-CI. This receivable was entirely received by the SIPEF group during 2021.
The remaining increase in 'other receivables' is explained by an increase in the GST receivable (VAT receivable) in Hargy Oil Palms Ltd (+ KUSD 1 952), in our Indonesian subsidiaries, primarily the South Sumatra Group due to the continuing expansion (+ KUSD 2 002). Additionally there is an increase in PT Tolan Tiga of KUSD 5 211 relating to the current account towards PT Melania which is no longer fully eliminated after PT Melania's classification as a joint-venture held for sale. The remaining increase consist of various smaller items in our different subsidiaries.
The Group has calculated the expected credit loss in accordance with IFRS 9 and determined it to be immaterial.
The 'other payables' (KUSD 11 519 in 2021 and KUSD 8 805 in 2020) mainly concern social obligations (salaries to be paid, provisions for holiday pay and bonus) and have increased slightly in comparison to prior year, primarily due to an increased bonus provision following the better results of the SIPEF group in 2021.
The issued capital of the company as at December 31, 2021 amounts to KUSD 44 734, represented by 10 579 328 fully paid ordinary shares without nominal value.
| 2021 | 2020 | Difference | |
|---|---|---|---|
| Number of shares | 10 579 328 | 10 579 328 | 0 |
| In KUSD | 2021 | 2020 | Difference |
| Capital | 44 734 | 44 734 | 0 |
| Share premium | 107 970 | 107 970 | 0 |
| Total | 152 704 | 152 704 | 0 |
| 2021 | 2020 | 2021 | 2020 | |
|---|---|---|---|---|
| KUSD | KUSD | KEUR | KEUR | |
| Treasury shares - opening balance | 10 277 | 10 277 | 8 389 | 8 389 |
| Acquisition treasury shares | 1 244 | 0 | 1 101 | 0 |
| Treasury shares - ending balance | 11 521 | 10 277 | 9 490 | 8 389 |
Chain of control
1. Chain of control above Ackermans & Van Haaren NV
2. Chain of control above Cabra NV
4. Chain of control above SIPEF
In KUSD
16. NON-CONTROLLING INTERESTS
KUSD 35 091 in 2021 (2020: KUSD 35 980).
I. Ackermans & Van Haaren NV is directly controlled by Scaldis Invest NV, a company incorporated under Belgian law.
V. Apodia International Holding BV is directly controlled by Palamount SA, a company incorporated under Luxembourg law. VI. Palamount SA is directly controlled by Stichting administratiekantoor "Het Torentje", incorporated under Dutch law.
Cabra P NV, Cabra T NV and Cabra V NV are controlled by, respectively, Priscilla Bracht, Theodora Bracht and Victoria Bracht.
According to previous Indonesian law, no foreign investor was allowed to own more than 95% of the shares of a plantation company. Therefore, most of the Indonesian subsidiaries have at least a 5% non-controlling interest. The non-controlling interests of our Indonesian subsidiaries mainly consist of one Indonesian pension fund. Following an alteration in the law in 2020, foreign investors
The table below presents the non-controlling interests per company, as well as their share of the equity and the profit of the year.
Share of the equity
PT Tolan Tiga Indonesia 5.00 20 610 1 344 5.00 18 134 551 PT Eastern Sumatra Indonesia 9.75 6 105 509 9.75 5 600 418 PT Kerasaan Indonesia 45.85 6 004 1 774 45.85 5 704 1 296 PT Bandar Sumatra Indonesia 9.75 1 139 - 125 9.75 1 254 - 122 PT Melania Indonesia 2.75 235 - 3 9.75 2 648 - 258 PT Mukomuko Agro Sejahtera 14.26 - 343 20 14.26 - 362 15 PT Umbul Mas Wisesa 5.10 - 537 248 5.10 - 782 - 12 PT Citra Sawit Mandiri 5.10 - 201 63 5.10 - 263 - 5 PT Toton Usaha Mandiri 5.10 156 97 5.10 60 36 PT Agro Rawas Ulu 5.00 - 194 - 22 5.00 - 166 - 103 PT Agro Kati Lama 5.00 - 700 - 24 5.00 - 654 - 361 PT Agro Muara Rupit 5.10 - 264 - 126 5.10 - 134 - 131 PT Agro Muko 9.75 9 259 2 391 9.75 6 806 911 PT Dendymarker Indah Lestari 5.00 -2 358 - 425 9.75 -1 924 - 178 Jabelmalux SA 0.11 - 59 0 0.11 - 59 0 Total 38 854 5 722 35 862 2 055
The non-controlling interest's share of the property, plant and equipment (including biological assets - bearer plants) amounts to
% Noncontrolling interests
2021 2020
% Noncontrolling interests
Share of the equity
Share of the profit of the year
Share of the profit of the year
IV. Celfloor SA is directly controlled by Apodia International Holding BV, a company incorporated under Dutch law.
II. Scaldis Invest NV is directly controlled by Belfimas NV, a company incorporated under Belgian law. III. Belfimas NV is directly controlled by Celfloor SA, a company incorporated under Luxembourg law.
VII. Stichting Administratiekantoor "Het Torentje" is the ultimate controlling shareholder.
Priscilla Bracht, Theodora Bracht and Victoria Bracht exercise joint control over Cabra NV.
Ackermans & van Haaren NV and Bracht Group jointly exercise control over SIPEF.
3. Chain of control above Cabra P NV, Cabra T NV and Cabra V NV
are now allowed to own 100% of the shares of a plantation company.
Since the start of the share buy-back program on 22 September 2011, SIPEF has bought back 178 000 shares for a total amount of KEUR 9 490, corresponding to 1.6825% of the total shares outstanding, as cover for a share option plan for the management.
The extraordinary general meeting of shareholders on June 10, 2020 authorised the board of directors to increase the capital in one or more operations by an amount of KUSD 44 734 over a period of 5 years after the publication of the renewal.
The company has received following shareholders declarations:
| Acting in concert | Number of shares |
Date*** | Denominator | % |
|---|---|---|---|---|
| Ackermans & Van Haaren NV* | 3 894 234 | 31/12/2021 | 10 579 328 | 36.810 |
| Cabra NV** | 1 001 032 | 31/12/2021 | 10 579 328 | 9.462 |
| Cabra P** | 100 000 | 31/12/2021 | 10 579 328 | 0.945 |
| Cabra T** | 100 000 | 31/12/2021 | 10 579 328 | 0.945 |
| Cabra V** | 100 000 | 31/12/2021 | 10 579 328 | 0.945 |
| Theodora Bracht** | 2 000 | 31/12/2021 | 10 579 328 | 0.019 |
| Priscilla Bracht** | 0 | 31/12/2021 | 10 579 328 | 0.000 |
| Victoria Bracht** | 0 | 31/12/2021 | 10 579 328 | 0.000 |
| Total votes acting in concert | 5 197 266 | 49.126 |
*Including 178 000 own shares
** Group Bracht
*** Not the same date as the date of notifying
Translation differences consists of all the differences related to the translation of the financial statements of our subsidiaries for which the functional currency is different from the presentation currency of the Group (USD). The deviation from last year is due to the movement of the USD versus the EUR (KUSD -719) and the change in consolidation scope due to the sale of PT Melania (KUSD 1 091).
| In KUSD | 2021 | 2020 |
|---|---|---|
| Opening balance at January 1 | -11 038 | -11 793 |
| Movement, full consolidation | - 719 | 755 |
| Movement, change in consolidation scope | 1 091 | 0 |
| Ending balance at December 31 | -10 666 | -11 038 |
On February 15, 2022 a dividend of KEUR 21 159 (EUR 2.00 gross per ordinary share) has been recommended by the board of directors but has not yet been approved by the general meeting of shareholders of SIPEF and is therefore not provided for in the financial statements as at December 31, 2021.
The capital structure of the Group is based on the financial strategy as defined by the board of directors. Summarized, this strategy consists of an expansion policy while respecting a very limited debt ratio. The management puts forward yearly the plan for approval by the board of directors.
Priscilla Bracht, Theodora Bracht and Victoria Bracht exercise joint control over Cabra NV.
Cabra P NV, Cabra T NV and Cabra V NV are controlled by, respectively, Priscilla Bracht, Theodora Bracht and Victoria Bracht.
Ackermans & van Haaren NV and Bracht Group jointly exercise control over SIPEF.
According to previous Indonesian law, no foreign investor was allowed to own more than 95% of the shares of a plantation company. Therefore, most of the Indonesian subsidiaries have at least a 5% non-controlling interest. The non-controlling interests of our Indonesian subsidiaries mainly consist of one Indonesian pension fund. Following an alteration in the law in 2020, foreign investors are now allowed to own 100% of the shares of a plantation company.
The table below presents the non-controlling interests per company, as well as their share of the equity and the profit of the year.
| 2021 | 2020 | |||||
|---|---|---|---|---|---|---|
| In KUSD | % Non controlling interests |
Share of the equity |
Share of the profit of the year |
% Non controlling interests |
Share of the equity |
Share of the profit of the year |
| PT Tolan Tiga Indonesia | 5.00 | 20 610 | 1 344 | 5.00 | 18 134 | 551 |
| PT Eastern Sumatra Indonesia | 9.75 | 6 105 | 509 | 9.75 | 5 600 | 418 |
| PT Kerasaan Indonesia | 45.85 | 6 004 | 1 774 | 45.85 | 5 704 | 1 296 |
| PT Bandar Sumatra Indonesia | 9.75 | 1 139 | - 125 | 9.75 | 1 254 | - 122 |
| PT Melania Indonesia | 2.75 | 235 | - 3 | 9.75 | 2 648 | - 258 |
| PT Mukomuko Agro Sejahtera | 14.26 | - 343 | 20 | 14.26 | - 362 | 15 |
| PT Umbul Mas Wisesa | 5.10 | - 537 | 248 | 5.10 | - 782 | - 12 |
| PT Citra Sawit Mandiri | 5.10 | - 201 | 63 | 5.10 | - 263 | - 5 |
| PT Toton Usaha Mandiri | 5.10 | 156 | 97 | 5.10 | 60 | 36 |
| PT Agro Rawas Ulu | 5.00 | - 194 | - 22 | 5.00 | - 166 | - 103 |
| PT Agro Kati Lama | 5.00 | - 700 | - 24 | 5.00 | - 654 | - 361 |
| PT Agro Muara Rupit | 5.10 | - 264 | - 126 | 5.10 | - 134 | - 131 |
| PT Agro Muko | 9.75 | 9 259 | 2 391 | 9.75 | 6 806 | 911 |
| PT Dendymarker Indah Lestari | 5.00 | -2 358 | - 425 | 9.75 | -1 924 | - 178 |
| Jabelmalux SA | 0.11 | - 59 | 0 | 0.11 | - 59 | 0 |
| Total | 38 854 | 5 722 | 35 862 | 2 055 |
The non-controlling interest's share of the property, plant and equipment (including biological assets - bearer plants) amounts to KUSD 35 091 in 2021 (2020: KUSD 35 980).
The movements of the year can be summarized as follows:
| In KUSD | 2021 | 2020 |
|---|---|---|
| At the end of the preceding period | 35 862 | 34 325 |
| Profit for the period attributable to non-controlling interests | 5 722 | 2 055 |
| Defined Benefit Plans - IAS19R | 2 | - 95 |
| Distributed dividends | -2 306 | - 200 |
| Equity transactions with non-controlling parties | 0 | - 223 |
| Other | - 426 | 0 |
| At the end of the period | 38 854 | 35 862 |
The following assumptions are used in the pension calculation of Indonesia:
Pension liabilities in Indonesia have changed as follows:
Actuarial gains and losses consist of the following components:
equity consolidated companies (PT Timbang Deli).
Estimated benefit payments in 2022 are KUSD 2 061.
pension provision, resulting in the following effects:
The amounts recognised in the balance sheet are as follows:
The amounts relating to the pension cost of Indonesia are as follows:
Sensitivity of the variation of the discount rate and of the future salary increase
Assumed retirement age
Discount rate 7.50% 7.75% Future salary increase 5.00% 5.25%
In KUSD 2021 2020 Opening 24 039 22 408 Service cost 3 060 2 260 Interest cost 1 386 1 865 Benefits paid -1 688 -3 426 Actuarial gains and losses 638 1 323 Exchange differences - 214 - 409 Change consolidation scope -5 724 0 Other 0 18 Closing 21 498 24 039
In KUSD 2021 2020 Experience adjustments 638 1 312 Changes in assumptions used 0 11 Total actuarial gains and losses 638 1 323
The actuarial gains and losses included in the above table contain the largest part of the total actuarial gains and losses included in the other comprehensive income (KUSD -631). The remaining difference (KUSD -7) consists of the actuarial gains and losses of the
In KUSD 2021 2020 Pension liabilities 21 498 24 039
In KUSD 2021 2020 Service cost 3 060 2 260 Interest cost 1 386 1 865 Pension cost 4 446 4 125 Actuarial gains and losses recorded in Other Comprehensive Income 638 1 323 Total pension cost 5 085 5 448
These costs are included under the headings cost of sales and general and administrative expenses of the income statement.
Values as appearing in the balance sheet are sensitive to changes in the actual discount rate compared to the discount rate used. The same applies to changes in the actual future salary increase compared to the future salary increase used in the calculation. For our Indonesian entities, simulations were made to calculate the impact of a 1% increase or decrease of both parameters on the
2021 2020
55 years or 30 years of
seniority
55 years or 30 years of
seniority
The distributed dividends to non-controlling interests consist of:
| In KUSD | 2021 | 2020 |
|---|---|---|
| PT Kerasaan Indonesia | 1 376 | 0 |
| PT Melania Indonesia | 930 | 0 |
| PT Eastern Sumatra Indonesia | 0 | 200 |
| Total | 2 306 | 200 |
The dividends from PT Kerasaan and PT Melania have been declared and paid in 2021.
There are no limitations to the transfer of funds. The non-controlling interests have no rights to use the assets of the Group or to repay the liabilities of the subsidiaries. The non-controlling interests do not have significant protective rights. There are no restrictions to realise assets and settle liabilities of subsidiaries.
| In KUSD | 2021 | 2020 |
|---|---|---|
| Provisions | 1 125 | 1 354 |
The provisions are entirely related to a VAT dispute in Indonesia (KUSD 1 125). During 2021 there have only been a limited amount of court cases which were settled. It is difficult to make an estimate of the settlement time of the dispute.
Pension liabilities mainly represent defined benefit plans in Indonesia. These pension plans, set up in order to pay a lump sum amount at the time of retirement, are not financed with a third party. The total number of employees affected by the pension plan amounts to 8 569. The pension plan is payable to an employee at the age of 55 or after 30 years of seniority, whichever comes first.
Since the pension plan is adjusted by future salary increases and discount rates, the pension plan is exposed to Indonesia's future salary expectations, as well as Indonesia's inflation and interest rate risk. Furthermore, the pension plan is payable in Indonesian Rupiah, exposing it to a currency risk. We refer to note 26 for further details concerning the currency risk of the Group. As the pension plan is unfunded, there is no risk relating to a return on plan assets.
The following reconciliation summarizes the variation of total pension liabilities between 2020 and 2021:
| In KUSD | 2020 | Pension cost |
Payment | Exchange | Translation difference |
Change consolidation scope |
Other | 2021 |
|---|---|---|---|---|---|---|---|---|
| Indonesia | 24 039 | 5 085 | -1 688 | - 214 | -5 724 | 21 498 | ||
| Ivory Coast | 772 | 143 | - 20 | 0 | - 61 | - 42 | 792 | |
| Total | 24 810 | 5 228 | -1 708 | - 214 | - 61 | -5 724 | - 42 | 22 290 |
The change in Consolidation scope relates to the sale of PT Melania. The sale is explained in more detail in note 30.
The following assumptions are used in the pension calculation of Indonesia:
| 2021 | 2020 | |
|---|---|---|
| Discount rate | 7.50% | 7.75% |
| Future salary increase | 5.00% | 5.25% |
| 55 years or 30 years of | 55 years or 30 years of | |
| Assumed retirement age | seniority | seniority |
Pension liabilities in Indonesia have changed as follows:
| In KUSD | 2021 | 2020 |
|---|---|---|
| Opening | 24 039 | 22 408 |
| Service cost | 3 060 | 2 260 |
| Interest cost | 1 386 | 1 865 |
| Benefits paid | -1 688 | -3 426 |
| Actuarial gains and losses | 638 | 1 323 |
| Exchange differences | - 214 | - 409 |
| Change consolidation scope | -5 724 | 0 |
| Other | 0 | 18 |
| Closing | 21 498 | 24 039 |
Actuarial gains and losses consist of the following components:
| In KUSD | 2021 | 2020 |
|---|---|---|
| Experience adjustments | 638 | 1 312 |
| Changes in assumptions used | 0 | 11 |
| Total actuarial gains and losses | 638 | 1 323 |
The actuarial gains and losses included in the above table contain the largest part of the total actuarial gains and losses included in the other comprehensive income (KUSD -631). The remaining difference (KUSD -7) consists of the actuarial gains and losses of the equity consolidated companies (PT Timbang Deli).
The amounts recognised in the balance sheet are as follows:
| In KUSD | 2021 | 2020 |
|---|---|---|
| Pension liabilities | 21 498 | 24 039 |
The amounts relating to the pension cost of Indonesia are as follows:
| In KUSD | 2021 | 2020 |
|---|---|---|
| Service cost | 3 060 | 2 260 |
| Interest cost | 1 386 | 1 865 |
| Pension cost | 4 446 | 4 125 |
| Actuarial gains and losses recorded in Other Comprehensive Income | 638 | 1 323 |
| Total pension cost | 5 085 | 5 448 |
These costs are included under the headings cost of sales and general and administrative expenses of the income statement.
Estimated benefit payments in 2022 are KUSD 2 061.
Values as appearing in the balance sheet are sensitive to changes in the actual discount rate compared to the discount rate used. The same applies to changes in the actual future salary increase compared to the future salary increase used in the calculation. For our Indonesian entities, simulations were made to calculate the impact of a 1% increase or decrease of both parameters on the pension provision, resulting in the following effects:
| In KUSD | +1% | Carrying amount | -1% |
|---|---|---|---|
| Pension liability of the Indonesian subsidiaries | 19 578 | 21 498 | 23 693 |
| Gross impact on the comprehensive income | 1 921 | -2 195 |
It should be noted that SIPEF has made use of the possibility of postponing capital repayments to cope with the impact of covid-19. As a result, the repayments at the end of June 2020 (KUSD 4 500) has been postponed until June 2024, and the repayment at the
There is one financial requirement applicable to the loan covenant which states that the net financial debt may not exceed 2.5 times the REBITDA of the year. This financial covenant is tested every half-year. The EBITDA of the group consists of the operating results + profit/loss from equity companies + depreciation and additional impairments/increases on assets. The REBITDA consists of the same calculation, but excluding the one-off, non-recurring effects. The Group does not breach borrowing limits or covenants (where applicable) on its borrowing facilities per December 31, 2021. The financial covenant ratio will remain at 2.50 at 30 June 2022 and 31 December 2022. Due to the significant volatility of the palm oil prices and the impact on the result and EBITDA of the Group, this
Covenant ratio 2021 2020 Operating result 139 416 30 778 Exceptional items -11 640 0 Recurring operating result 127 776 30 778 Depreciation and result on sale FA 49 857 44 539 REBITDA 177 632 75 317 (-) minorities recurring -5 086 -2 055 REBITDA group share 172 546 73 262
Net Senior Leverage 0.29 2.06
In KUSD 2021 2020 Net financial position at the beginning of the period -151 165 -164 623 Decrease in long-term borrowings 18 078 9 228 Decrease in short-term financial obligations 73 710 5 092 Net movement in cash and cash equivalents 10 186 - 863 Net financial assets/(liabilities) at the end of the period -49 192 -151 165
In KUSD 2021 2020 Financial liabilities at the beginning of the period 160 956 175 276 Decrease in long-term borrowings -17 941 -9 000 Decrease in short-term financial obligations -73 710 -5 111 Increase leasing liabilities - non cash 466 340 Decrease leasing liabilities - cash - 603 - 549 Financial liabilities at the end of the period 69 168 160 956
end of September 2020 (KUSD 4 500) has been postponed until September 2024.
Reconciliation of the net financial assets/(liabilities) and cash flow:
Reconciliation of the total financial liabilities:
covenant is continuously monitored. It is not expected that this covenant will be breached in 2022.
Impact of the change in future salary increase:
| In KUSD | +1% | Carrying amount | -1% |
|---|---|---|---|
| Pension liability of the Indonesian subsidiaries | 23 821 | 21 498 | 19 440 |
| Gross impact on the comprehensive income | -2 323 | 2 058 |
The pension liability in Indonesia consists of KUSD 21 498 from fully consolidated subsidiaries.
The Group pays contributions to publicly or privately administered insurance plans. Since the Group is obliged to make additional payments if the average return on the employer's contribution and on the employees' contributions is not attained, those plans should be treated as "defined benefit plans" in accordance with IAS 19.
The liability is based on an analysis of the plans and the limited difference between the legally guaranteed minimum returns and the interest guaranteed by the insurance company, the Group has concluded that the application of the PUC method would have an immaterial impact. The total accumulated reserves amount to KUSD 2 343 by the end of December 2021 (2020: KUSD 2 353) compared to the total minimum guaranteed reserves of KUSD 1 753 at 31 December 2021 (2020: KUSD 2 140).
Contributions paid regarding the defined contribution plans amount to KUSD 530 (KUSD 508 in 2020). SIPEF NV is not responsible for the minimum guaranteed return on the contributions paid for the members of the executive committee (KUSD 470).
Net financial assets/(liabilities) (Non-GAAP measure) can be analysed as follows:
| In KUSD | 2021 | 2020 |
|---|---|---|
| Short-term obligations - credit institutions | -12 477 | -86 128 |
| Financial liabilities > 1 year (incl. derivatives) | -36 000 | -54 000 |
| Current portion of amounts payable after one year | -18 000 | -18 000 |
| Investments and deposits | 38 | 0 |
| Cash and cash equivalents | 19 939 | 9 790 |
| Lease liability | -2 691 | -2 828 |
| Net financial assets/(liabilities) | -49 192 | -151 165 |
Analysis of net financial assets/(liabilities) 2021 per currency:
| In KUSD | EUR | USD | Others | Total |
|---|---|---|---|---|
| Short-term financial obligations | -12 477 | -18 000 | 0 | -30 477 |
| Investments and deposits | 38 | 0 | 0 | 38 |
| Cash and cash equivalents | 751 | 18 628 | 559 | 19 939 |
| Financial liabilities > 1 year | 0 | -36 000 | 0 | -36 000 |
| Lease liability | - 399 | -2 292 | 0 | -2 691 |
| Total 2021 | -12 088 | -37 664 | 559 | -49 192 |
| Total 2020 | -23 223 | -128 798 | 855 | -151 165 |
The short-term financial obligations relate to the commercial papers for a total amount of KUSD 12 477. This financial obligation has been completely hedged at an average rate of 1 EUR = 1.1869 USD.
The financial liabilities with an original maturity of more than one year include an 85.5 million USD loan of which 31.5 million USD has already been repaid between 2019 - 2021. It concerns a long-term loan that was taken out with a banking consortium with a first-class rating for creditworthiness. It concerns an unsecured loan with a term of 5 years. The interest rate is composed as the USD 3M interest rate + a margin of 1.20% to 2.50%, depending on the debt/EBITDA ratio. The variable interest rate was hedged at a fixed interest rate of 1.3933% through an "Interest Rate Swap".
It should be noted that SIPEF has made use of the possibility of postponing capital repayments to cope with the impact of covid-19. As a result, the repayments at the end of June 2020 (KUSD 4 500) has been postponed until June 2024, and the repayment at the end of September 2020 (KUSD 4 500) has been postponed until September 2024.
There is one financial requirement applicable to the loan covenant which states that the net financial debt may not exceed 2.5 times the REBITDA of the year. This financial covenant is tested every half-year. The EBITDA of the group consists of the operating results + profit/loss from equity companies + depreciation and additional impairments/increases on assets. The REBITDA consists of the same calculation, but excluding the one-off, non-recurring effects. The Group does not breach borrowing limits or covenants (where applicable) on its borrowing facilities per December 31, 2021. The financial covenant ratio will remain at 2.50 at 30 June 2022 and 31 December 2022. Due to the significant volatility of the palm oil prices and the impact on the result and EBITDA of the Group, this covenant is continuously monitored. It is not expected that this covenant will be breached in 2022.
| Covenant ratio | 2021 | 2020 |
|---|---|---|
| Operating result | 139 416 | 30 778 |
| Exceptional items | -11 640 | 0 |
| Recurring operating result | 127 776 | 30 778 |
| Depreciation and result on sale FA | 49 857 | 44 539 |
| REBITDA | 177 632 | 75 317 |
| (-) minorities recurring | -5 086 | -2 055 |
| REBITDA group share | 172 546 | 73 262 |
| Net Senior Leverage | 0.29 | 2.06 |
Reconciliation of the net financial assets/(liabilities) and cash flow:
| In KUSD | 2021 | 2020 |
|---|---|---|
| Net financial position at the beginning of the period | -151 165 | -164 623 |
| Decrease in long-term borrowings | 18 078 | 9 228 |
| Decrease in short-term financial obligations | 73 710 | 5 092 |
| Net movement in cash and cash equivalents | 10 186 | - 863 |
| Net financial assets/(liabilities) at the end of the period | -49 192 | -151 165 |
Reconciliation of the total financial liabilities:
| In KUSD | 2021 | 2020 |
|---|---|---|
| Financial liabilities at the beginning of the period | 160 956 | 175 276 |
| Decrease in long-term borrowings | -17 941 | -9 000 |
| Decrease in short-term financial obligations | -73 710 | -5 111 |
| Increase leasing liabilities - non cash | 466 | 340 |
| Decrease leasing liabilities - cash | - 603 | - 549 |
| Financial liabilities at the end of the period | 69 168 | 160 956 |
The other operating income/(charges) can be detailed as follows:
| 2021 | 2020 | |||||
|---|---|---|---|---|---|---|
| In KUSD | Equity holders of the parent |
Non controlling interests |
Total | Equity holders of the parent |
Non controlling interests |
Total |
| VAT claim Indonesia | 53 | 6 | 59 | 163 | 18 | 181 |
| Accelerated depreciation immature rubber assets |
0 | 0 | 0 | - 610 | - 66 | - 676 |
| Accelerated depreciation oil palms PT Dendymarker |
-4 018 | - 211 | -4 229 | 0 | 0 | 0 |
| Capital gain sale PT Melania | 11 003 | 637 | 11 640 | 0 | 0 | 0 |
| Other income/(charges) | - 291 | - 90 | - 381 | 604 | - 114 | 489 |
| Other operating income/(charges) | 6 748 | 341 | 7 088 | 157 | - 162 | - 6 |
The remuneration committee is responsible for monitoring this plan and selecting the beneficiaries. The options are provided free of
IFRS 2 has been applied to the stock options. The total value of the outstanding options 2011 - 2021 (valued at the fair value at the moment of granting), amounts to KUSD 1 594 and is calculated on the basis of an adjusted Black & Scholes model of which the main
58.50 2.50% 37.55 0.90% 5.00 15.07 57.70 2.50% 29.69 1.36% 5.00 12.72 47.68 2.50% 24.83 0.15% 5.00 5.34 52.77 2.50% 22.29 0.07% 5.00 8.03 60.49 3.00% 19.40 -0.37% 5.00 8.38 62.80 3.00% 18.88 -0.12% 5.00 5.57 48.80 3.00% 18.60 -0.03% 5.00 3.54 54.80 3.00% 19.56 -0.32% 5.00 8.12 43.20 3.00% 23.35 -0.66% 5.00 4.57 56.90 3.00% 24.14 -0.33% 5.00 6.74
In 2021, 18 000 new stock options were granted with an exercise price of EUR 58.31 per share. The fair value when granted was fixed at KUSD 138 and is recorded in the profit and loss accounts over the vesting period of 3 years (2022-2024). The total cost of
Opening balance 31/12/2020 160 000 52.43 8 389 10 277 Acquisition of treasury shares 34 000 57.06 1 940 2 194 Disposal of treasury shares -16 000 52.44 - 839 - 950 Ending balance 31/12/2021 178 000 53.31 9 490 11 521
The extraordinary general meeting of shareholders on June 10, 2020 authorised the board of directors to purchase own shares of
In KUSD 2021 2020 Profit before tax 136 637 28 065
Tax at the applicable local rates -35 039 -6 545 Average applicable tax rate -23.32% -23.32% Non-taxable capital gain on sale of PT Melania 2 561 0 Permanent differences -1 907 -1 915 Losses of the year for which no DTA is recognised - 178 -1 762 Impairment losses recognised on DTA recognised in previous years -2 560 -2 401 Reversal of impairment losses on DTA recognised in previous years 2 432 1 034 Impact of the change in tax-% in Indonesia on the deferred taxes 0 685 Corrections prior year -1 384 76
Tax expense -36 075 -10 828 Average effective tax rate -26.40% -38.58%
We received from the Indonesian tax authorities the formal approval, that starting from financial year 2014 our Indonesian affiliates are allowed to lodge their tax declaration in USD. From the tax authorities in Papua New Guinea the SIPEF group got permission to prepare the tax declaration based on USD accounts from 2015 onwards. For SIPEF NV and Jabelmalux SA a similar authorisation
yield Volatility Interest rate
Average purchase price (in EUR)
Estimated expected lifetime
Total purchase price (in KEUR)
Black & Scholes Value (in EUR)
Total purchase price (in KUSD)
Dividend
charge and their exercise period is 10 years.
Grant date Share price
(in EUR)
the stock options included in the income statement is KUSD 121 in 2021 (2020: KUSD 128).
SIPEF if deemed necessary over a period of 5 years after the publication of the renewal.
has been obtained with effect from the financial year 2016.
The reconciliation between the tax expenses and tax at local applicable tax rates is as follows:
To cover the outstanding option liability, SIPEF has a total of 178 000 treasury shares in portfolio.
Number of shares
characteristics are as follows:
23. INCOME TAXES
The other income/charges mainly consist out of the accelerated depreciation of the oil palms in PT Dendymarker (KUSD - 4 229), a capital gain on the sale of PT Melania (KUSD 11 640), the movement in the provision for the Indonesian VAT claim (KUSD 59), a stock adjustments for obsolete stock, and warehouse sales to smallholders in Papua New Guinea.
The financial income concerns the interests received on current accounts with non-consolidated companies and on temporary excess cash, as well as the income resulting from the discounting of the receivables > 1 year. The financial charges concern the interests on long term and short-term borrowings as well as bank charges and other financial costs.
| In KUSD | 2021 | 2020 |
|---|---|---|
| Interests received | 727 | 644 |
| Discounting of receivables > 1 year | 748 | 1 368 |
| Financial charges | -3 096 | -5 103 |
| Exchange result | 1 021 | - 728 |
| Financial result derivatives | -2 178 | 1 106 |
| Financial result | -2 779 | -2 713 |
| Grant date | Opening balance |
Number of options granted |
Number of options exercised |
Number of options expired |
Ending Balance |
|---|---|---|---|---|---|
| 2011 | 16 000 | -16 000 | 0 | ||
| 2012 | 14 000 | 14 000 | |||
| 2013 | 16 000 | 16 000 | |||
| 2014 | 18 000 | 18 000 | |||
| 2015 | 18 000 | 18 000 | |||
| 2016 | 18 000 | 18 000 | |||
| 2017 | 18 000 | 18 000 | |||
| 2018 | 20 000 | 20 000 | |||
| 2019 | 20 000 | 20 000 | |||
| 2020 | 18 000 | 18 000 | |||
| 2021 | 0 | 18 000 | 18 000 | ||
| Balance | 176 000 | 18 000 | -16 000 | 0 | 178 000 |
SIPEF's stock option plan, which was approved in November 2011, is intended to provide long term motivation for the members of the executive committee and general directors of the foreign subsidiaries whose activities are essential to the success of the Group. The options give them the right to acquire a corresponding number of SIPEF shares.
The remuneration committee is responsible for monitoring this plan and selecting the beneficiaries. The options are provided free of charge and their exercise period is 10 years.
IFRS 2 has been applied to the stock options. The total value of the outstanding options 2011 - 2021 (valued at the fair value at the moment of granting), amounts to KUSD 1 594 and is calculated on the basis of an adjusted Black & Scholes model of which the main characteristics are as follows:
| Grant date | Share price (in EUR) |
Dividend yield |
Volatility | Interest rate | Estimated expected lifetime |
Black & Scholes Value (in EUR) |
|---|---|---|---|---|---|---|
| 2012 | 58.50 | 2.50% | 37.55 | 0.90% | 5.00 | 15.07 |
| 2013 | 57.70 | 2.50% | 29.69 | 1.36% | 5.00 | 12.72 |
| 2014 | 47.68 | 2.50% | 24.83 | 0.15% | 5.00 | 5.34 |
| 2015 | 52.77 | 2.50% | 22.29 | 0.07% | 5.00 | 8.03 |
| 2016 | 60.49 | 3.00% | 19.40 | -0.37% | 5.00 | 8.38 |
| 2017 | 62.80 | 3.00% | 18.88 | -0.12% | 5.00 | 5.57 |
| 2018 | 48.80 | 3.00% | 18.60 | -0.03% | 5.00 | 3.54 |
| 2019 | 54.80 | 3.00% | 19.56 | -0.32% | 5.00 | 8.12 |
| 2020 | 43.20 | 3.00% | 23.35 | -0.66% | 5.00 | 4.57 |
| 2021 | 56.90 | 3.00% | 24.14 | -0.33% | 5.00 | 6.74 |
In 2021, 18 000 new stock options were granted with an exercise price of EUR 58.31 per share. The fair value when granted was fixed at KUSD 138 and is recorded in the profit and loss accounts over the vesting period of 3 years (2022-2024). The total cost of the stock options included in the income statement is KUSD 121 in 2021 (2020: KUSD 128).
To cover the outstanding option liability, SIPEF has a total of 178 000 treasury shares in portfolio.
| Number of shares | Average purchase price (in EUR) |
Total purchase price (in KEUR) |
Total purchase price (in KUSD) |
|
|---|---|---|---|---|
| Opening balance 31/12/2020 | 160 000 | 52.43 | 8 389 | 10 277 |
| Acquisition of treasury shares | 34 000 | 57.06 | 1 940 | 2 194 |
| Disposal of treasury shares | -16 000 | 52.44 | - 839 | - 950 |
| Ending balance 31/12/2021 | 178 000 | 53.31 | 9 490 | 11 521 |
The extraordinary general meeting of shareholders on June 10, 2020 authorised the board of directors to purchase own shares of SIPEF if deemed necessary over a period of 5 years after the publication of the renewal.
The reconciliation between the tax expenses and tax at local applicable tax rates is as follows:
| In KUSD | 2021 | 2020 |
|---|---|---|
| Profit before tax | 136 637 | 28 065 |
| Tax at the applicable local rates | -35 039 | -6 545 |
| Average applicable tax rate | -23.32% | -23.32% |
| Non-taxable capital gain on sale of PT Melania | 2 561 | 0 |
| Permanent differences | -1 907 | -1 915 |
| Losses of the year for which no DTA is recognised | - 178 | -1 762 |
| Impairment losses recognised on DTA recognised in previous years | -2 560 | -2 401 |
| Reversal of impairment losses on DTA recognised in previous years | 2 432 | 1 034 |
| Impact of the change in tax-% in Indonesia on the deferred taxes | 0 | 685 |
| Corrections prior year | -1 384 | 76 |
| Tax expense | -36 075 | -10 828 |
| Average effective tax rate | -26.40% | -38.58% |
We received from the Indonesian tax authorities the formal approval, that starting from financial year 2014 our Indonesian affiliates are allowed to lodge their tax declaration in USD. From the tax authorities in Papua New Guinea the SIPEF group got permission to prepare the tax declaration based on USD accounts from 2015 onwards. For SIPEF NV and Jabelmalux SA a similar authorisation has been obtained with effect from the financial year 2016.
Deferred tax liabilities and assets are offset per taxable entity which leads to the following split between deferred tax assets and deferred tax liabilities:
In KUSD 2021 2020 Taxes to receive 1 469 11 766 Taxes to pay -19 346 -4 687 Net taxes to receive/(to pay) -17 877 7 079
In KUSD 2021 2020 Net taxes to receive/(to pay) at the beginning of the period 7 079 14 307 Change consolidation scope - 211 0 Transfer 15 - 32 Taxes to pay -34 722 -10 768 Paid taxes 9 962 3 572 Net taxes to receive/(to pay) at the end of the period -17 877 7 079
In KUSD 2021 2020 Tax expense -36 075 -10 828 Deferred tax 1 353 60 Current taxes -34 722 -10 768 Variation prepaid taxes 10 101 3 021 Variation payable taxes 14 658 4 175 Paid taxes -9 962 -3 572
The SIPEF group has the following percentage of control and percentage of interest in the associates and joint ventures:
Entity Location % of control % of interest Verdant Bioscience Pte Ltd Singapore / Republic of Singapore 38.00 38.00 PT Timbang Deli Indonesia Medan / Indonesia 38.00 36.10
An associate is an entity over which the Group has significant influence. A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the arrangement. The Group has no joint ventures. The investments in associates and joint ventures consist of Verdant Bioscience Singapore and PT Timbang Deli, both active in tropical
Verdant Bioscience Pte Ltd (VBS) is a company located in Singapore. As of 1 January 2014, the Group holds a 38% interest in VBS. The company is a cooperation between Ackermans & Van Haaren (42%), SIPEF NV (38%), PT Dharma Satya Nusantara (10%) and Biosing Pte (10%) with the objective of conducting research into and developing high-yielding seeds with a view to commercializing
The Group holds a 36.10% participation in PT Timbang Deli, a company located on the island of Sumatra in Indonesia. PT Timbang Deli is active in growing rubber. Following the Share Swap agreement with Verdant Bioscience Pte Ltd the SIPEF group contributed
During the first four months of 2021, PT Melania has been included in the consolidation as a joint-venture before being classified as an asset held for sale. Even though At 31 December 2021, the assets of PT Melania are not included in the 'investments in associates and joint ventures', the 'share of results of associated companies and joint ventures' does include 4 months of results of PT Melania.
Taxes paid as presented in the consolidated cash flow statement are detailed as follows:
There are no material unrecorded uncertain tax positions within the SIPEF group.
24. INVESTMENTS IN ASSOCIATES AND JOINT VENTURES
95% of the total number of shares of PT Timbang Deli to Verdant Bioscience Pte Ltd.
agriculture.
them.
| In KUSD | 2021 | 2020 |
|---|---|---|
| Deferred tax assets | 13 550 | 13 049 |
| Deferred tax liabilities | -46 950 | -44 010 |
| Net deferred taxes | -33 400 | -30 961 |
The movements in net deferred taxes (assets - liabilities) are:
| In KUSD | 2021 | 2020 |
|---|---|---|
| Opening balance | -30 961 | -31 714 |
| Variation (- expense) / (+ income) through income statement | -1 352 | - 58 |
| Tax impact of IAS 19R through comprehensive income | 139 | 291 |
| Tax impact hedge accounting via OCI | - 226 | 489 |
| Change in consolidation scope | - 973 | 0 |
| Other | - 27 | 31 |
| Closing balance | -33 400 | -30 961 |
Deferred taxes in the income statement are the result of:
| In KUSD | 2021 | 2020 |
|---|---|---|
| Addition/(utilization) of tax losses brought forward | 1 779 | -2 585 |
| Origin/(reversal) of temporary differences - IAS 41 revaluation | -3 149 | 380 |
| Origin/(reversal) of temporary differences - fixed assets | -2 875 | 3 228 |
| Origin/(reversal) of temporary differences - pension provision | 561 | - 528 |
| Origin/(reversal) of temporary differences - other | 2 332 | - 553 |
| Total | -1 352 | - 58 |
Total deferred tax assets are not entirely recognized in the balance sheet. The breakdown of total recognized and unrecognized deferred taxes is as follows:
| 2021 | |||
|---|---|---|---|
| In KUSD | Total | Not recorded | Recorded |
| Biological assets | -1 716 | 0 | -1 716 |
| Property, plant and equipment, including bearer plants | -44 446 | 0 | -44 446 |
| Inventories | -5 721 | 0 | -5 721 |
| Pension provision | 4 730 | 0 | 4 730 |
| Tax losses | 15 074 | 4 848 | 10 226 |
| Others | 3 527 | 0 | 3 527 |
| Total | -28 552 | 4 848 | -33 400 |
The majority of the unrecognized deferred tax assets at the end of 2021 are located at the companies of the South Sumatra group (KUSD 4 107) and the Tolan Tiga group rubber activities (KUSD 720). The set-up of and the adjustments to the deferred tax assets are based on the most recently available long-term business plans.
The total tax losses (recognized and unrecognized) have the following maturity structure:
| 2021 | |||
|---|---|---|---|
| In KUSD | Total | Not recorded | Recorded |
| 1 year | 5 917 | 5 336 | 581 |
| 2 years | 9 253 | 2 956 | 6 297 |
| 3 years | 9 318 | 3 033 | 6 285 |
| 4 years | 21 730 | 9 812 | 11 918 |
| 5 years | 13 505 | 806 | 12 699 |
| Unlimited | 7 757 | 82 | 7 675 |
| Total | 67 480 | 22 025 | 45 455 |
In Indonesia and Papua New Guinea the Group made advance payments of taxes in accordance with local legislation. These were partly based on the results of 2019 and partly on the results of 2020 which were both lower than the results of 2021. Therefore, the prepayments of taxes of KUSD 9 962 were significantly below the taxes to be paid of KUSD 34 722.
| In KUSD | 2021 | 2020 |
|---|---|---|
| Taxes to receive | 1 469 | 11 766 |
| Taxes to pay | -19 346 | -4 687 |
| Net taxes to receive/(to pay) | -17 877 | 7 079 |
| In KUSD | 2021 | 2020 |
| Net taxes to receive/(to pay) at the beginning of the period | 7 079 | 14 307 |
| Change consolidation scope | - 211 | 0 |
| Transfer | 15 | - 32 |
| Taxes to pay | -34 722 | -10 768 |
| Paid taxes | 9 962 | 3 572 |
| Net taxes to receive/(to pay) at the end of the period | -17 877 | 7 079 |
Taxes paid as presented in the consolidated cash flow statement are detailed as follows:
| In KUSD | 2021 | 2020 |
|---|---|---|
| Tax expense | -36 075 | -10 828 |
| Deferred tax | 1 353 | 60 |
| Current taxes | -34 722 | -10 768 |
| Variation prepaid taxes | 10 101 | 3 021 |
| Variation payable taxes | 14 658 | 4 175 |
| Paid taxes | -9 962 | -3 572 |
There are no material unrecorded uncertain tax positions within the SIPEF group.
The SIPEF group has the following percentage of control and percentage of interest in the associates and joint ventures:
| Entity | Location | % of control | % of interest |
|---|---|---|---|
| Verdant Bioscience Pte Ltd | Singapore / Republic of Singapore | 38.00 | 38.00 |
| PT Timbang Deli Indonesia | Medan / Indonesia | 38.00 | 36.10 |
An associate is an entity over which the Group has significant influence. A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the arrangement. The Group has no joint ventures. The investments in associates and joint ventures consist of Verdant Bioscience Singapore and PT Timbang Deli, both active in tropical agriculture.
Verdant Bioscience Pte Ltd (VBS) is a company located in Singapore. As of 1 January 2014, the Group holds a 38% interest in VBS. The company is a cooperation between Ackermans & Van Haaren (42%), SIPEF NV (38%), PT Dharma Satya Nusantara (10%) and Biosing Pte (10%) with the objective of conducting research into and developing high-yielding seeds with a view to commercializing them.
The Group holds a 36.10% participation in PT Timbang Deli, a company located on the island of Sumatra in Indonesia. PT Timbang Deli is active in growing rubber. Following the Share Swap agreement with Verdant Bioscience Pte Ltd the SIPEF group contributed 95% of the total number of shares of PT Timbang Deli to Verdant Bioscience Pte Ltd.
During the first four months of 2021, PT Melania has been included in the consolidation as a joint-venture before being classified as an asset held for sale. Even though At 31 December 2021, the assets of PT Melania are not included in the 'investments in associates and joint ventures', the 'share of results of associated companies and joint ventures' does include 4 months of results of PT Melania. The total section "investments in associates and joint ventures" can be summarized as follows:
| In KUSD | 2021 | 2020 |
|---|---|---|
| Verdant Bioscience Pte Ltd | 4 347 | 4 912 |
| PT Timbang Deli Indonesia | - 749 | - 282 |
| Total | 3 598 | 4 630 |
Reconciliation of the associated companies and joint ventures
with the accounting policies of the SIPEF group, before goodwill allocation.
Dividends received from associated companies and joint ventures
There are no restrictions on the transfers of funds to the Group.
25. CHANGE IN NET WORKING CAPITAL
• an increase in trade receivables (KUSD -4 614);
Fluctuations in the market price of core products
categories: structural, transactional and translational:
• an increase in advances received on local sales (KUSD 8 450);
unit cost price for CPO;
result (KUSD 10 582).
26. FINANCIAL INSTRUMENTS
exchange rates and interest rates.
Structural risk
business risk.
Transactional risk
to be a business risk.
Currency risk
Structural risk
178 796 this year.
During the year no dividends were received from associated companies and joint ventures.
The variation of the working capital of KUSD -8 523 mainly concerned the following elements:
The above-mentioned use of working capital concerned the usual temporary movements.
The below tables are prepared in accordance based on the IFRS financial statements as included in the consolidation, in accordance
In KUSD 2021 2020 2021 2020 Equity without goodwill 17 599 19 085 -4 311 -3 016 Share of the group 6 687 7 252 -1 556 -1 089 Goodwill 0 0 807 807 Equity elimination PT Timbang Deli -2 340 -2 340 0 0 Total 4 347 4 912 - 749 - 282
In line with the increase of the operating result, the cash flow from operating activities increased from KUSD 73 669 in 2020 to KUSD
• an increase in inventories (KUSD -22 211) as a result of higher inventory volumes, mainly of finished products, and a higher
• an increase in other payables and other current liabilities including an increase in bonus provision following the improved
Exposure to fluctuations in the market price of core products, currencies, interest rates and credit risk arises in the normal course of the Group's business. Financial derivative instruments are used to a limited extend to reduce the exposure to fluctuations in foreign
SIPEF group is exposed to structural price risks of their core products. The risk is primarily related to palm oil and palm kernel oil and to a lesser extent to rubber. A change of the palm oil price of USD 10 CIF per ton has an impact of about KUSD 3 147 (without considering the impact of the current export tax and export levies in Indonesia) on result after tax. This risk is assumed to be a
The Group faces transactional price risks on products sold. The transactional risk is the risk that the price of products purchased from third parties fluctuates between the time the price is fixed with a customer and the time the transaction is settled. This risk is assumed
Most of the subsidiaries are using the US dollar as functional currency. The Group's currency risk can be split into three distinct
Most of the Group's revenues are denominated in USD, while all the operations are located outside the USD zone (particularly in Indonesia, Papua New Guinea, Ivory Coast and Europe). Any change in the USD against the local currency will therefore have a
considerable impact on the operating result of the company. Most of these risks are considered to be a business risk.
Verdant Bioscience Pte Ltd PT Timbang Deli
During the first four months of 2021, PT Melania has been included in the consolidation as a joint-venture before being classified as an asset held for sale. The total section "Share of results of associated companies and joint ventures" can be summarized as follows:
| In KUSD | 2021 | 2020 |
|---|---|---|
| Verdant Bioscience Pte Ltd | - 565 | - 475 |
| PT Timbang Deli Indonesia | - 467 | - 584 |
| PT Melania Indonesia | - 59 | 0 |
| Total result | -1 091 | -1 059 |
Below we present the condensed statements of financial position of the associated companies and joint ventures. These are prepared in accordance with IFRS and are before intercompany eliminations and excluding goodwill.
| Verdant Bioscience Pte Ltd | PT Timbang Deli | |||
|---|---|---|---|---|
| In KUSD | 2021 | 2020 | 2021 | 2020 |
| Biological assets | 0 | 0 | 3 772 | 3 994 |
| Other non-current assets | 23 876 | 23 701 | 6 727 | 7 125 |
| Current assets | 14 077 | 13 846 | 1 276 | 1 008 |
| Cash and cash equivalents | 129 | 81 | 225 | 170 |
| Total assets | 38 083 | 37 627 | 12 000 | 12 297 |
| Non-current liabilities | - 14 | - 14 | 1 271 | 1 309 |
| Long term financial debts | 0 | 0 | 0 | 0 |
| Current liabilities | 20 497 | 18 556 | 15 039 | 14 004 |
| Short term financial debts | 0 | 0 | 0 | 0 |
| Equity | 17 599 | 19 084 | -4 311 | -3 016 |
| Total equity and liabilities | 38 083 | 37 627 | 12 000 | 12 297 |
Below we present the condensed income statements of the associated companies and joint ventures. These are prepared in accordance with IFRS and are before intercompany eliminations and excluding goodwill.
| Verdant Bioscience Pte Ltd | PT Timbang Deli | |||
|---|---|---|---|---|
| In KUSD | 2021 | 2020 | 2021 | 2020 |
| Inclusion in the consolidation: | 38.00% | 38.00% | 36.10% | 36.10% |
| Revenue | 0 | 0 | 3 319 | 1 319 |
| Depreciation | 10 | 8 | 920 | 955 |
| Interest income | 33 | 47 | 3 | 3 |
| Interest charges | 0 | 0 | - 33 | - 46 |
| Net result | -1 486 | -1 251 | -1 295 | -1 617 |
| Share in the consolidation | - 565 | - 475 | - 467 | - 584 |
| Total share of the group | - 565 | - 475 | - 467 | - 584 |
| Total share minorities | 0 | 0 | 0 | 0 |
| Total | - 565 | - 475 | - 467 | - 584 |
The below tables are prepared in accordance based on the IFRS financial statements as included in the consolidation, in accordance with the accounting policies of the SIPEF group, before goodwill allocation.
| Verdant Bioscience Pte Ltd | PT Timbang Deli | |||
|---|---|---|---|---|
| In KUSD | 2021 | 2020 | 2021 | 2020 |
| Equity without goodwill | 17 599 | 19 085 | -4 311 | -3 016 |
| Share of the group | 6 687 | 7 252 | -1 556 | -1 089 |
| Goodwill | 0 | 0 | 807 | 807 |
| Equity elimination PT Timbang Deli | -2 340 | -2 340 | 0 | 0 |
| Total | 4 347 | 4 912 | - 749 | - 282 |
During the year no dividends were received from associated companies and joint ventures.
There are no restrictions on the transfers of funds to the Group.
In line with the increase of the operating result, the cash flow from operating activities increased from KUSD 73 669 in 2020 to KUSD 178 796 this year.
The variation of the working capital of KUSD -8 523 mainly concerned the following elements:
The above-mentioned use of working capital concerned the usual temporary movements.
Exposure to fluctuations in the market price of core products, currencies, interest rates and credit risk arises in the normal course of the Group's business. Financial derivative instruments are used to a limited extend to reduce the exposure to fluctuations in foreign exchange rates and interest rates.
SIPEF group is exposed to structural price risks of their core products. The risk is primarily related to palm oil and palm kernel oil and to a lesser extent to rubber. A change of the palm oil price of USD 10 CIF per ton has an impact of about KUSD 3 147 (without considering the impact of the current export tax and export levies in Indonesia) on result after tax. This risk is assumed to be a business risk.
The Group faces transactional price risks on products sold. The transactional risk is the risk that the price of products purchased from third parties fluctuates between the time the price is fixed with a customer and the time the transaction is settled. This risk is assumed to be a business risk.
Most of the subsidiaries are using the US dollar as functional currency. The Group's currency risk can be split into three distinct categories: structural, transactional and translational:
Most of the Group's revenues are denominated in USD, while all the operations are located outside the USD zone (particularly in Indonesia, Papua New Guinea, Ivory Coast and Europe). Any change in the USD against the local currency will therefore have a considerable impact on the operating result of the company. Most of these risks are considered to be a business risk.
The Group is also subject to transactional risks in respect of currencies, i.e. the risk of currency exchange rates fluctuating between the time the price is fixed with a customer, supplier or financial institution and the time the transaction is settled. This risk, with the exception of naturally covered positions, is not covered since most receivables and payables have a short settlement term.
Credit risk
In practice a difference is made between:
and expects no significant impact.
Liquidity risk
Credit risk is the risk that one party will fail to discharge an obligation and cause the other party to incur a loss. This credit risk can be split into a commercial and a financial credit risk. With regard to the commercial credit risk management has established a credit
In KUSD 2021 2020 Receivables from the sale of palm oil/rubber/tea 30 609 26 315 Receivables from the sale of bananas and plants 1 673 1 416 Total 32 282 27 731
The credit risk for the first category is rather limited as these sales are for the most part immediately paid against presentation of documents. Moreover, it concerns a relatively small number of first-class buyers: per product about 90% of the turnover is realized with a maximum of 10 clients. For palm oil there are two clients who each represent over 30% of the total sales. For tea there are two clients which represents over 30% of total sales. For rubber there are two clients which represent over 30% of total revenues. Contrary
For both categories there is a weekly monitoring of the open balances due and a proactive system of reminders. Impairments are applied as soon as total or partial payments are seen as unlikely. The elements that are taken into account for these appraisals are
In KUSD 2021 2020 Not yet due 941 812 Due < 30 days 523 604 Due between 30 and 60 days 180 0 Due between 60 and 90 days 0 0 Due > 90 days 29 0 Total 1 673 1 416
The Group applied the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables based on historical losses. The Group analysed the impact of IFRS 9 and concluded there is no material impact on the bad debt reserve booked. The Group also assessed whether the historic pattern would change materially in the future
A material and structural shortage in our cash flow would damage both our creditworthiness as well as the trust of investors and would restrict the capacity of the Group to attract fresh capital. The operational cash flow provides the means to finance the financial obligations and to increase shareholder value. The Group manages the liquidity risk by evaluating the short term and long-term cash
to the first category the credit risk for the receivables from the sales of bananas and horticulture is higher.
The receivables from the sales of bananas and horticulture have the following due date schedule:
During 2021 and 2020, no material impairment on receivables was recorded in the income statement.
flows. The SIPEF group maintains an access to the capital market through short- and long-term debt programs.
policy and the exposure to this credit risk is monitored on a continuous basis.
the lengths of the delay in payment and the creditworthiness of the client.
The pension liabilities in Indonesia are important long-term liabilities that are fully payable in IDR. A devaluation or revaluation of 10% of the IDR versus the USD has the following effect on the income statement:
| In KUSD | IDR Dev 10% | Book value | IDR Rev 10% |
|---|---|---|---|
| Pension liabilities in Indonesia | 19 777 | 21 755 | 24 172 |
| Gross impact income statement | 1 978 | -2 417 |
The pension liability in Indonesia consists of KUSD 21 498 from fully consolidated subsidiaries and of KUSD 257 from equity consolidated companies (PT Timbang Deli).
The long term receivables on the Indonesian plasma holders are important long term assets that are fully payable in IDR. A devaluation or revaluation of 10% of the IDR versus the USD has the following effect on the income statement:
| In KUSD | IDR Dev 10% | Book value | IDR Rev 10% |
|---|---|---|---|
| Plasma receivables | 23 333 | 25 666 | 28 518 |
| Gross impact income statement | -2 333 | 2 852 |
On February 15, 2022 the board of directors has proposed the payment of a dividend of KEUR 21 159 (EUR 2.00 gross per ordinary share). In line with the Group's liquidity and currency policy the exchange risk was covered in 3 forward exchange contracts for the sale of KUSD 25 191 for KEUR 21 600 (average exchange rate of 1.1662) before year-end.
With regard to the cover of the dividend for the end of the year a devaluation or revaluation of 10% of the EUR versus the USD has the following effect on the profit and loss account:
| In KUSD | EUR Dev 10% | Closing rate | EUR Rev 10% |
|---|---|---|---|
| Dividend | 22 274 | 24 501 | 27 223 |
| Gross Impact income statement | -2 227 | 2 722 |
The SIPEF group is an international company and has operations which do not use the USD as their reporting currency. When such results are consolidated into the Group's accounts the translated amount is exposed to variations in the value of such local results are consolidated into the Group's accounts the translated amount is exposed to variations in the value of such local currencies against the USD. SIPEF group does not hedge against such risk (see accounting policies).
As from 1st of January 2007 onwards the functional currency of most of our activities is the same as the presentation currency, this risk has been largely restricted.
The Group's exposure to changes in interest rates relates to the Group's financial debt obligations. At the end of December 2021, the Group's net financial assets/(liabilities) amounted to KUSD -49 192 (2020: KUSD -151 165), of which KUSD 30 961 short term financial liabilities (2020: KUSD 104 671) and KUSD 19 977 net short-term cash and cash equivalents (2020: KUSD 9 791).
The financial liabilities > 1 year (incl. derivatives) amount to KUSD 38 207 (2020: KUSD 56 285).
Considering that all short-term debts are of a current nature with variable interest rates, we believe a 0.5% change in interest rate will not have a material impact.
Considering that the long-term financial debt is primarily based on a variable interest rate, the risk exists that with an increase of the interest rate, the financing cost will increase. This interest risk is hedged by the use of an interest rate swap (IRS). The goal of this interest rate swap is to decrease the volatility (and with it the interest rate risk) as much as possible
Available funds are invested in short term deposits.
Credit risk is the risk that one party will fail to discharge an obligation and cause the other party to incur a loss. This credit risk can be split into a commercial and a financial credit risk. With regard to the commercial credit risk management has established a credit policy and the exposure to this credit risk is monitored on a continuous basis.
In practice a difference is made between:
| In KUSD | 2021 | 2020 |
|---|---|---|
| Receivables from the sale of palm oil/rubber/tea | 30 609 | 26 315 |
| Receivables from the sale of bananas and plants | 1 673 | 1 416 |
| Total | 32 282 | 27 731 |
The credit risk for the first category is rather limited as these sales are for the most part immediately paid against presentation of documents. Moreover, it concerns a relatively small number of first-class buyers: per product about 90% of the turnover is realized with a maximum of 10 clients. For palm oil there are two clients who each represent over 30% of the total sales. For tea there are two clients which represents over 30% of total sales. For rubber there are two clients which represent over 30% of total revenues. Contrary to the first category the credit risk for the receivables from the sales of bananas and horticulture is higher.
For both categories there is a weekly monitoring of the open balances due and a proactive system of reminders. Impairments are applied as soon as total or partial payments are seen as unlikely. The elements that are taken into account for these appraisals are the lengths of the delay in payment and the creditworthiness of the client.
The receivables from the sales of bananas and horticulture have the following due date schedule:
| In KUSD | 2021 | 2020 |
|---|---|---|
| Not yet due | 941 | 812 |
| Due < 30 days | 523 | 604 |
| Due between 30 and 60 days | 180 | 0 |
| Due between 60 and 90 days | 0 | 0 |
| Due > 90 days | 29 | 0 |
| Total | 1 673 | 1 416 |
During 2021 and 2020, no material impairment on receivables was recorded in the income statement.
The Group applied the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables based on historical losses. The Group analysed the impact of IFRS 9 and concluded there is no material impact on the bad debt reserve booked. The Group also assessed whether the historic pattern would change materially in the future and expects no significant impact.
A material and structural shortage in our cash flow would damage both our creditworthiness as well as the trust of investors and would restrict the capacity of the Group to attract fresh capital. The operational cash flow provides the means to finance the financial obligations and to increase shareholder value. The Group manages the liquidity risk by evaluating the short term and long-term cash flows. The SIPEF group maintains an access to the capital market through short- and long-term debt programs.
| 2021 - In KUSD | Carrying amount |
Contractual cash flows |
Less than 1 year |
1-2 years | 2-3 years |
3-4 years |
More than 5 years |
|---|---|---|---|---|---|---|---|
| Financial obligations > 1 year (incl. | |||||||
| derivatives) | 36 000 | -37 239 | - 618 | -18 510 | -18 111 | 0 | 0 |
| Leasing liabilities > 1 year | 2 207 | -4 250 | - 177 | - 489 | - 464 | - 449 | -2 671 |
| Advances received > 1 year | 4 830 | -4 830 | 0 | -4 830 | 0 | 0 | 0 |
| Trade & other liabilities < 1 year | |||||||
| Trade payables | 23 605 | -23 605 | -23 605 | 0 | 0 | 0 | 0 |
| Advances received | 11 934 | -11 934 | -11 934 | 0 | 0 | 0 | 0 |
| Financial liabilities < 1 year | |||||||
| Current portion of amounts | |||||||
| payable after one year | 18 000 | -18 471 | -18 471 | 0 | 0 | 0 | 0 |
| Financial liabilities | 12 477 | -12 597 | -12 597 | 0 | 0 | 0 | 0 |
| Leasing liabilities < 1 year | 484 | - 523 | - 523 | ||||
| Derivatives | 2 066 | -2 066 | -2 066 | 0 | 0 | 0 | 0 |
| Other current liabilities | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Total liabilities | 111 604 | -115 516 | -69 992 | -23 829 | -18 575 | - 449 | -2 671 |
The following table gives the contractually determined (not-discounted) cash flows resulting from liabilities at balance sheet date:
Financial instruments measured at fair value in the statement of financial position
transactions are exclusively first-ranked banks.
Fair values of derivatives are:
measurement date;
or indirectly;
KUSD -598.
Financial instruments per category
unless these instruments are part of hedging transactions.
• Level 3 inputs are unobservable inputs for the asset or liability.
Companies within the Group may use financial instruments for risk management purposes. Specifically, these are instruments principally intended to manage the risks associated with fluctuating interest and exchange rates. The counterparties in the related
Derivative instruments are measured at fair value at initial recognition. The changes in fair value are reported in the income statement
In KUSD 2021 2020 Interest rate swaps - 797 -1 703 Forward exchange transactions -1 269 910 Fair value (+ = asset; - = liability) -2 066 - 793
In accordance with IFRS 13 financial instruments are grouped into 3 levels based on the degree to which the fair value is observable:
• Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the
• Level 2 inputs are inputs other than quoted prices included within level 1 that are observable for the asset or liability either directly
The fair value of the forward exchange contracts and interest rate swap calculated at the closing value on the 31st of December 2021
The forward exchange contracts are not documented in a hedging relationship and accordingly, all changes in fair value are recorded in the financial result. The Group has documented the interest rate swaps (IRS) in a hedging relationship. The terms of the IRS and the hedged debt match 100%. Therefore, no effectiveness test based on a ratio of changes in fair value of the hedging instrument
The IRS has a notional amount of KUSD 54 000. The carrying amount is recorded on the derivatives (liabilities) for an amount of KUSD -797, the deferred tax assets for an amount of KUSD 199 and the other comprehensive income in the equity for an amount of
were also incorporated in level 2. The notional amount from the forward exchange contracts amounts to KUSD 13 056.
against that of the hedged debt is required. An IRS with matching contractual terms would have limited inefficiency.
The following table presents the financial instruments per category as per end 2021 and end 2020:
| 2020 - In KUSD | Carrying amount |
Contractual cash flows |
Less than 1 year |
1-2 years | 2-3 years |
3-4 years |
More than 5 years |
|---|---|---|---|---|---|---|---|
| Financial obligations > 1 year (incl. derivatives) |
54 000 | -58 053 | -1 664 | -19 480 | -18 737 | -18 173 | 0 |
| Leasing liabilities > 1 year | 2 285 | -4 553 | - 180 | - 488 | - 438 | - 414 | -3 033 |
| Advances received > 1 year | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Trade & other liabilities < 1 year | |||||||
| Trade payables | 21 384 | -21 384 | -21 384 | 0 | 0 | 0 | 0 |
| Advances received | 1 071 | -1 071 | -1 071 | 0 | 0 | 0 | 0 |
| Financial liabilities < 1 year | |||||||
| Current portion of amounts payable after one year |
18 000 | -18 701 | -18 701 | 0 | 0 | 0 | 0 |
| Financial liabilities | 86 128 | -86 254 | -86 254 | 0 | 0 | 0 | 0 |
| Leasing liabilities < 1 year | 543 | - 589 | - 589 | ||||
| Derivatives | 793 | - 793 | - 793 | 0 | 0 | 0 | 0 |
| Other current liabilities | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Total liabilities | 181 375 | -186 255 | -129 866 | -19 479 | -18 737 | -18 173 | 0 |
In order to limit the financial credit risk SIPEF has spread its more important activities over a small number of banking groups with a first-class rating for creditworthiness. The current maximum credit lines available amount to KUSD 178 686 (2020: KUSD 206 328). In 2021, same as in previous years, there were no infringements on the conditions stated in the credit agreements nor were there any shortcomings in repayments. It should be noted that SIPEF has made use of the possibility of postponing capital repayments to cope with the impact of covid-19. As a result, the repayments at the end of June 2020 (KUSD 4 500) have been postponed until June 2024, and the repayment at the end of September 2020 (KUSD 4 500) has also been postponed until September 2024.
Companies within the Group may use financial instruments for risk management purposes. Specifically, these are instruments principally intended to manage the risks associated with fluctuating interest and exchange rates. The counterparties in the related transactions are exclusively first-ranked banks.
Derivative instruments are measured at fair value at initial recognition. The changes in fair value are reported in the income statement unless these instruments are part of hedging transactions.
Fair values of derivatives are:
| In KUSD | 2021 | 2020 |
|---|---|---|
| Interest rate swaps | - 797 | -1 703 |
| Forward exchange transactions | -1 269 | 910 |
| Fair value (+ = asset; - = liability) | -2 066 | - 793 |
In accordance with IFRS 13 financial instruments are grouped into 3 levels based on the degree to which the fair value is observable:
The fair value of the forward exchange contracts and interest rate swap calculated at the closing value on the 31st of December 2021 were also incorporated in level 2. The notional amount from the forward exchange contracts amounts to KUSD 13 056.
The forward exchange contracts are not documented in a hedging relationship and accordingly, all changes in fair value are recorded in the financial result. The Group has documented the interest rate swaps (IRS) in a hedging relationship. The terms of the IRS and the hedged debt match 100%. Therefore, no effectiveness test based on a ratio of changes in fair value of the hedging instrument against that of the hedged debt is required. An IRS with matching contractual terms would have limited inefficiency.
The IRS has a notional amount of KUSD 54 000. The carrying amount is recorded on the derivatives (liabilities) for an amount of KUSD -797, the deferred tax assets for an amount of KUSD 199 and the other comprehensive income in the equity for an amount of KUSD -598.
The following table presents the financial instruments per category as per end 2021 and end 2020:
| 2021 - In KUSD | Carrying amount |
IFRS 9 category |
Fair value | Fair value hierarchy |
|---|---|---|---|---|
| Financial assets | ||||
| Other investments | 92 | AC | 92 | Level 2 |
| Receivables > 1 year | ||||
| Other receivables | 25 666 | AC | 25 666 | Level 2 |
| Total non-current financial assets | 25 758 | 25 758 | ||
| Trade and other receivables | ||||
| Trade receivables | 32 282 | AC | 32 282 | Level 2 |
| Other receivables | 49 878 | AC | 49 878 | Level 2 |
| Investments | ||||
| Other investments and deposits | 38 | AC | 38 | Level 2 |
| Cash and cash equivalents | 19 939 | AC | 19 939 | Level 2 |
| Derivatives | 0 | FVTPL | 0 | Level 2 |
| Derivatives | 0 | Hedging | 0 | Level 2 |
| Total current financial assets | 102 137 | 102 137 | ||
| Trade and other obligations > 1 year | 0 | AC | 0 | Level 2 |
| Financial obligations > 1 year (incl. derivatives) | 36 000 | AC | 36 000 | Level 2 |
| Leasing liabilities > 1 year | 2 207 | AC | 2 207 | Level 2 |
| Advances received > 1 year | 4 830 | AC | 4 830 | Level 2 |
| Total non-current financial liabilities | 43 037 | 43 037 | ||
| Trade & other obligations < 1 year | ||||
| Trade payables | 23 605 | AC | 23 605 | Level 2 |
| Other payables | 11 519 | AC | 11 519 | Level 2 |
| Advances received | 11 934 | AC | 11 934 | Level 2 |
| Financial obligations < 1 year | ||||
| Current portion of amounts payable after one | ||||
| year | 18 000 | AC | 18 000 | Level 2 |
| Financial obligations | 12 477 | AC | 12 477 | Level 2 |
| Leasing liabilities < 1 year | 484 | AC | 484 | Level 2 |
| Derivatives | 1 269 | FVTPL | 1 269 | Level 2 |
| Derivatives | 797 | Hedge accounting |
797 | Level 2 |
| Total current financial liabilities | 80 085 | 80 085 |
2020 - In KUSD Carrying
Investments 0
Derivatives 0
Derivatives 1 703
Financial assets
Receivables > 1 year
Trade and other receivables
Trade & other obligations < 1 year
Financial obligations < 1 year
27. Leasing
Current portion of amounts payable after one
amount
Other investments 80 AC 80 Level 2
Other receivables 16 101 AC 16 101 Level 2
Trade receivables 27 731 AC 27 731 Level 2 Other receivables 49 146 AC 49 146 Level 2
Other investments and deposits 0 AC 0 Level 2 Cash and cash equivalents 9 790 AC 9 790 Level 2 Derivatives 0 FVTPL 0 Level 2
Trade and other obligations > 1 year 0 AC 0 Level 2 Financial obligations > 1 year (incl. derivatives) 54 000 AC 54 000 Level 2 Leasing liabilities > 1 year 2 285 AC 2 285 Level 2
Trade payables 21 384 AC 21 384 Level 2 Other payables 8 805 AC 8 805 Level 2 Advances received 1 071 AC 1 071 Level 2
year 18 000 AC 18 000 Level 2 Financial obligations 86 128 AC 86 128 Level 2 Leasing liabilities < 1 year 543 AC 543 Level 2 Derivatives - 910 FVTPL - 910 Level 2
The Group leases office space, land rights and vehicles under a number of lease agreements with a lease term of one year or more. The rent of the office buildings concerns the monthly rental payments for the offices in Indonesia. The rent of the offices and ancillary parking space in Belgium has not been included in the leases due to the short-term exemption. For the land rights the subject of the lease concerns the usufruct of certain land wherefore a fixed annual rental amount is paid. The remaining land rights in PNG have a duration of 99 years for which no rental amount is paid. These assets will be depreciated over a period of 25 years in line with the
Total non-current financial assets 16 180 16 180
Total current financial assets 37 521 37 521
Total non-current financial liabilities 56 285 56 285
Total current financial liabilities 136 724 136 724
lifespan of an oil palm. The vehicles concern the limited number of car leases within the Group.
IFRS 9
Hedge
Hedge
category Fair value Fair value
accounting 0 Level 2
accounting 1 703 Level 2
hierarchy
| 2020 - In KUSD | Carrying amount |
IFRS 9 category |
Fair value | Fair value hierarchy |
|---|---|---|---|---|
| Financial assets | ||||
| Other investments | 80 | AC | 80 | Level 2 |
| Receivables > 1 year | ||||
| Other receivables | 16 101 | AC | 16 101 | Level 2 |
| Total non-current financial assets | 16 180 | 16 180 | ||
| Trade and other receivables | ||||
| Trade receivables | 27 731 | AC | 27 731 | Level 2 |
| Other receivables | 49 146 | AC | 49 146 | Level 2 |
| Investments | 0 | |||
| Other investments and deposits | 0 | AC | 0 | Level 2 |
| Cash and cash equivalents | 9 790 | AC | 9 790 | Level 2 |
| Derivatives | 0 | FVTPL | 0 | Level 2 |
| Derivatives | 0 | Hedge accounting |
0 | Level 2 |
| Total current financial assets | 37 521 | 37 521 | ||
| Trade and other obligations > 1 year | 0 | AC | 0 | Level 2 |
| Financial obligations > 1 year (incl. derivatives) | 54 000 | AC | 54 000 | Level 2 |
| Leasing liabilities > 1 year | 2 285 | AC | 2 285 | Level 2 |
| Total non-current financial liabilities | 56 285 | 56 285 | ||
| Trade & other obligations < 1 year | ||||
| Trade payables | 21 384 | AC | 21 384 | Level 2 |
| Other payables | 8 805 | AC | 8 805 | Level 2 |
| Advances received | 1 071 | AC | 1 071 | Level 2 |
| Financial obligations < 1 year | ||||
| Current portion of amounts payable after one | ||||
| year | 18 000 | AC | 18 000 | Level 2 |
| Financial obligations | 86 128 | AC | 86 128 | Level 2 |
| Leasing liabilities < 1 year | 543 | AC | 543 | Level 2 |
| Derivatives | - 910 | FVTPL | - 910 | Level 2 |
| Derivatives | 1 703 | Hedge accounting |
1 703 | Level 2 |
| Total current financial liabilities | 136 724 | 136 724 |
The Group leases office space, land rights and vehicles under a number of lease agreements with a lease term of one year or more. The rent of the office buildings concerns the monthly rental payments for the offices in Indonesia. The rent of the offices and ancillary parking space in Belgium has not been included in the leases due to the short-term exemption. For the land rights the subject of the lease concerns the usufruct of certain land wherefore a fixed annual rental amount is paid. The remaining land rights in PNG have a duration of 99 years for which no rental amount is paid. These assets will be depreciated over a period of 25 years in line with the lifespan of an oil palm. The vehicles concern the limited number of car leases within the Group.
The future operating lease commitments under these non-cancellable leases are due as follows:
| In KUSD | 2021 | 2020 |
|---|---|---|
| Current lease liabilities | 484 | 543 |
| Non-current lease liabilities | 2 207 | 2 285 |
| Total lease liability as at 31 December | 2 691 | 2 828 |
29. RELATED PARTY TRANSACTIONS
overview of total remuneration received:
remuneration committee.
space and park area.
statement" section.
Sale of PT Melania
below.
Other related party transactions
Transactions with group companies
Transactions with directors and members of the executive committee
to these transactions are immaterial to the consolidated financial statements as a whole.
joint venture PT Timbang Deli and Verdant Bioscience Pte Ltd at 100%:
30. Business combinations, acquisitions and divestures
tea business. The gross transaction price for 100% of the shares is USD 36 million.
the remaining 5% being owned by an Indonesian pension fund.
Key management personnel are defined as the directors and the Group's management committee. The table below shows an
In KUSD 2021 2020 Directors' fees 411 401 Fixed fees 2 213 1 686 Variable fees 321 0 Post-employment benefits 465 456 Other 126 79 Market value vested stock option (on vesting date) 88 0 Total 3 637 2 632
The amounts are paid in EUR. The amount paid in 2021 amounts to KEUR 3 084 (2020: KEUR 2 297). The increase of KEUR 787 is a consequence of a higher variable fee paid in 2021 compared to 2020 and an additional member in the executive committee.
Starting from the financial year 2007 fixed fees shall be paid to the members of the board of directors, the audit committee and the
Related party transactions are considered immaterial, except for the rental agreement since 1985 between Cabra NV and SIPEF covering the offices and ancillary parking space at Castle Calesberg in Schoten. The annual rent, adjusted for inflation, amounts to KUSD 208 (2020 KUSD 196) and KUSD 84 (2020 KUSD 80) is invoiced for SIPEF's share of maintenance of the buildings, parking
SIPEF's relations with board members and management committee members are covered in detail in the "Corporate Governance
Transactions with related companies are mainly trade transactions and are priced at arms' length. The revenue and expenses related
Balances and transactions between the Group and its subsidiaries which are related parties of the Group have been eliminated in the consolidation and are not disclosed in this note. Details of transactions between the Group and other related parties are disclosed
The following table represents the total of the transactions that have occurred during the financial year between the Group and the
Total sales during the financial year 0 0 0 0 Total purchases during the financial year 0 0 2 265 1 318 Total receivables as per 31 December 2021 8 330 7 800 14 56 Total payables as per 31 December 2021 300 300 263 408
SIPEF has signed a sale and purchase agreement with Shamrock Group (SG) on the sale of 100% of the share capital of its Indonesian subsidiary, PT Melania. SG is an Indonesian group that runs several rubber plantations and factories, and specialises in the production and sale of latex gloves. SIPEF controls 95% of PT Melania through its Indonesian 95% subsidiary, PT Tolan Tiga,
As a reminder, PT Melania owns half of the Group's Indonesian rubber operations in Sumatra and the entire tea operations in Java. Initially, 40% of the shares were sold for a payment of USD 19 million. After this first stage the Shamrock Group has taken over the management of the rubber activities. The second tranche of 60% of the shares (of which 55% are held by SIPEF) will be transferred no later than 2024 for USD 17 million, after the renewal of the permanent concession rights (HGU) for the whole of the rubber and
Verdant Bioscience Pte Ltd PT Timbang Deli
2021 2020 2021 2020
The movement during the year of the lease liability can be summarised as follows:
| In KUSD | 2021 | 2020 |
|---|---|---|
| Lease commitments disclosed as at 1 January | 2 828 | 3 037 |
| Acquisitions | 246 | 129 |
| Financial costs/(income) | 220 | 237 |
| Lease repayments | - 604 | - 549 |
| Exchange result | 1 | - 26 |
| Lease liability recognised as at 31 December | 2 691 | 2 828 |
The right-of-use assets can be classified as follows:
| Movement (in KUSD) | 2021 | 2020 |
|---|---|---|
| Total right-of-use assets as at 1 January | 2.757 | 2 895 |
| Acquisition | 246 | 122 |
| Depreciation | -417 | - 387 |
| Other | 0 | 127 |
| Total right-of-use assets as at 31 December | 2 587 | 2 757 |
| Land rights | Office rent | Car rent | Total | |
|---|---|---|---|---|
| Total right-of-use assets as at 31 December 2020 | 958 | 1 493 | 306 | 2 757 |
| Total right-of-use assets as at 31 December 2021 | 893 | 1 281 | 413 | 2 587 |
The total depreciation of the right-of-use assets until 31 December 2021 amounts to KUSD 417 and the financial charges to KUSD 216. Of the depreciation, KUSD 66 was recorded in the cost of sales of the palm segment of Papua New Guinea and KUSD 351 KUSD in the "general and administrative expenses".
No guarantees have been issued by third parties as security for the company's account and one guarantee has been issued to a third party for the account of subsidiaries during 2021. A corporate guarantee has been given as part of the share purchase agreement of Verdant Bioscience Singapore Pte. Ltd. for a total amount of KUSD 6 165 to cover the outstanding liability that Verdant Bioscience Singapore Pte. Ltd. has to its previous shareholder Sime Darby Berhad. This liability is due in two equal yearly instalments between May 2022 and May 2023.
In connection to the same share purchase agreement, Verdant Bioscience Singapore Pte. Ltd. has received a bank guarantee for a total amount of KUSD 1 185 from the new shareholder PT Dharma Satya Nusantara which will be used to provide a loan to Verdant Bioscience Singapore Pte. Ltd. to repay part (10/52) of the above outstanding liability.
Nihil
The commitments for the delivery of goods (palm products, rubber, tea, bananas and horticulture) after the year end fall within the normal delivery period of about 3 months from date of sale. Those sales are not considered as forward sales.
Key management personnel are defined as the directors and the Group's management committee. The table below shows an overview of total remuneration received:
| In KUSD | 2021 | 2020 |
|---|---|---|
| Directors' fees | 411 | 401 |
| Fixed fees | 2 213 | 1 686 |
| Variable fees | 321 | 0 |
| Post-employment benefits | 465 | 456 |
| Other | 126 | 79 |
| Market value vested stock option (on vesting date) | 88 | 0 |
| Total | 3 637 | 2 632 |
The amounts are paid in EUR. The amount paid in 2021 amounts to KEUR 3 084 (2020: KEUR 2 297). The increase of KEUR 787 is a consequence of a higher variable fee paid in 2021 compared to 2020 and an additional member in the executive committee.
Starting from the financial year 2007 fixed fees shall be paid to the members of the board of directors, the audit committee and the remuneration committee.
Related party transactions are considered immaterial, except for the rental agreement since 1985 between Cabra NV and SIPEF covering the offices and ancillary parking space at Castle Calesberg in Schoten. The annual rent, adjusted for inflation, amounts to KUSD 208 (2020 KUSD 196) and KUSD 84 (2020 KUSD 80) is invoiced for SIPEF's share of maintenance of the buildings, parking space and park area.
SIPEF's relations with board members and management committee members are covered in detail in the "Corporate Governance statement" section.
Transactions with related companies are mainly trade transactions and are priced at arms' length. The revenue and expenses related to these transactions are immaterial to the consolidated financial statements as a whole.
Balances and transactions between the Group and its subsidiaries which are related parties of the Group have been eliminated in the consolidation and are not disclosed in this note. Details of transactions between the Group and other related parties are disclosed below.
The following table represents the total of the transactions that have occurred during the financial year between the Group and the joint venture PT Timbang Deli and Verdant Bioscience Pte Ltd at 100%:
| Verdant Bioscience Pte Ltd | PT Timbang Deli | |||||
|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | |||
| Total sales during the financial year | 0 | 0 | 0 | 0 | ||
| Total purchases during the financial year | 0 | 0 | 2 265 | 1 318 | ||
| Total receivables as per 31 December 2021 | 8 330 | 7 800 | 14 | 56 | ||
| Total payables as per 31 December 2021 | 300 | 300 | 263 | 408 |
SIPEF has signed a sale and purchase agreement with Shamrock Group (SG) on the sale of 100% of the share capital of its Indonesian subsidiary, PT Melania. SG is an Indonesian group that runs several rubber plantations and factories, and specialises in the production and sale of latex gloves. SIPEF controls 95% of PT Melania through its Indonesian 95% subsidiary, PT Tolan Tiga, the remaining 5% being owned by an Indonesian pension fund.
As a reminder, PT Melania owns half of the Group's Indonesian rubber operations in Sumatra and the entire tea operations in Java. Initially, 40% of the shares were sold for a payment of USD 19 million. After this first stage the Shamrock Group has taken over the management of the rubber activities. The second tranche of 60% of the shares (of which 55% are held by SIPEF) will be transferred no later than 2024 for USD 17 million, after the renewal of the permanent concession rights (HGU) for the whole of the rubber and tea business. The gross transaction price for 100% of the shares is USD 36 million.
The final net sale price and any capital gain on the sale of PT Melania will depend largely on the timing and the cost of renewing the permanent concession rights (HGU) and on the compensation for the accumulated social rights of the employed personnel, who will presumably be taken over almost entirely. The gain on the sale of PT Melania may be adjusted going forward depending on revision of the estimate of these costs in the future.
paid for the renewal of the concession rights, pension payments and the financing of the tea activities (KUSD 1 922). Of the total remaining advance of KUSD 7 245, KUSD 2 415 is expected to be used within the year and KUSD 4 830 to be used after more than
Total cash received (KUSD 17 077) is included in the cash flow as part of the proceeds from sales of financial assets (KUSD 24 708). The remaining amount on the proceeds from sales of financial assets (KUSD 7 631) relates to the final payment received for the sale
From continuing operations 2021 2020
Basic earnings per share - calculation (USD) 9.00 1.36
Numerator: net result for the period attributable to ordinary shareholders (KUSD) 93 749 14 122 Denominator: the weighted average number of ordinary shares outstanding 10 418 431 10 419 328
Number of ordinary shares outstanding at January 1 10 419 328 10 419 328 Effect of shares issued / share buyback programs - 897 0 Effect of the capital increase 0 0 The weighted average number of ordinary shares outstanding at December 31 10 418 431 10 419 328
Diluted earnings per share - calculation (USD) 8.99 1.36
Numerator: net result for the period attributable to ordinary shareholders (KUSD) 93 749 14 122 Denominator: the weighted average number of dilutive ordinary shares outstanding 10 422 490 10 420 091
The weighted average number of ordinary shares outstanding at December 31 10 418 431 10 419 328 Effect of stock options on issue 4 059 763 The weighted average number of dilutive ordinary shares outstanding at December 31 10 422 490 10 420 091
The war between Russia and Ukraine that started on 24 February 2022 radically changed the geopolitical landscape. This war is having a tremendous effect on (agricultural) commodities. Ukraine is the world's largest sunflower seed producer, as well as the top sunflower oil exporter. It was also expected to rank No. 3 in rapeseed and wheat exports this season. The ports are closed and hardly any products are being exported. As a result, many prices of staple food commodities have rallied strongly, further fuelling food price
Normally, the planting season for the new crops commences late March to early April; however, this will be strongly impacted for as long as the war continues. The duration of this war will determine its short- and medium-term impacts on agricultural commodities, although it is almost a certainty that there will be shortages for the time being. Agricultural commodity prices will stay strong for the
In light of this war, the Group confirms that it has no activities with parties in Ukraine, Russia or Belarus, nor are there assets receivable relating to these regions at 31 December 2021. The Group does not do business with any parties included on the sanctions list at the
The fees for the annual report of SIPEF were approved by the general meeting after review and approval of the audit committee and by the board of directors. These fees correspond to an amount of KUSD 118 (against KUSD 95 last year for Deloitte). For the Group, EY has provided services for KUSD 577 in 2021 (against KUSD 419 the year before for Deloitte), of which KUSD 0 (2020: KUSD 20
The statutory auditor of the SIPEF group is EY Bedrijfsrevisoren BV represented by Wim Van Gasse and Christoph Oris.
one year.
of the shares of Sipef-CI.
Basic earnings per share
Diluted earnings per share
inflation.
foreseeable future.
date of publishing.
for Deloitte) are for non-audit services.
Basic earnings per share is calculated as follows:
The diluted earnings per share is calculated as follows:
32. EVENTS AFTER THE BALANCE SHEET DATE
31. EARNINGS PER SHARE (BASIC AND DILUTED)
The weighted average number of ordinary shares outstanding is calculated as follows:
The weighted average number of dilutive ordinary shares outstanding is calculated as follows:
33. SERVICES PROVIDED BY THE AUDITOR AND RELATED FEES
SIPEF has made a best estimate of the costs related to the sale of PT Melania. Below we present the calculation of the net selling price.
| In KUSD | Selling price |
|---|---|
| Total amount to be received | 36 000 |
| Estimated costs related to the sale | -11 418 |
| Net selling price (100% of the shares) | 24 582 |
| Net selling price for 95% | 23 353 |
| Of which | |
| 40% of the shares | 9 833 |
| 55% of the shares | 13 520 |
Upon signing of the SPA, SIPEF has lost full control of PT Melania. Subsequently, PT Melania has been accounted for as a joint venture held for sale on 30 April 2021. The assets and liabilities of PT Melania have been measured at fair value, equaling the net selling price of KUSD 23 353.
The results of PT Melania have been included in the share of results of associated companies and joint ventures for the first four months of 2021. As from 30 April 2021, the results of PT Melania are no longer included in the consolidated profit and loss of the SIPEF group as PT Melania is classified as a joint venture held for sale.
The classification as a joint venture held for sale, including subsequent remeasurement at fair value, and sale of 40% of the shares of PT Melania has the following impact on the balance sheet and profit and loss accounts of the SIPEF group:
| In KUSD | 30/04/2021 | Sale of 40% | Payments during 2021 | Total impact |
|---|---|---|---|---|
| Assets | ||||
| Non-current assets | -17 319 | -17 319 | ||
| Assets held for sale | 23 353 | -9 833 | 13 520 | |
| Current assets | - 170 | - 170 | ||
| Cash and cash equivalents | - 1 | 19 000 | -1 922 | 17 077 |
| Total assets | 5 864 | 9 167 | -1 922 | 13 109 |
| Liabilities | ||||
| Currency translation adjustments | 1 091 | 1 091 | ||
| Minorities | - 559 | - 559 | ||
| Non-current liabilities | -5 833 | -5 833 | ||
| Non-current liabilities - advances received | 4 830 | 4 830 | ||
| Current liabilities - advances received | 4 337 | -1 922 | 2 415 | |
| Current liabilities | - 475 | - 475 | ||
| Total liabilities | -5 776 | 9 167 | -1 922 | 1 469 |
| Profit and loss | ||||
| Other operating income/(charges) | 11 640 | 11 640 | ||
| Of which: | ||||
| Share of the group | 11 003 | 11 003 | ||
| Minorities | 637 | 637 | ||
| Total | 11 640 | 0 | 0 | 11 640 |
Upon classification as joint venture as held for sale, a capital gain of KUSD 11 640 is realised, being the difference between the net selling price for 95% of the shares (KUSD 23 353) and the value of the net assets of PT Melania in the consolidated financial statements of the SIPEF group (KUSD 11 713).
The sale of 40% of the shares of PT Melania for KUSD 19 000 has been recorded as a sale of 40% the value of the assets held for sale (KUSD 9 833) and as advances received (KUSD 9 167). Since the transfer of shares, there was a deduction for the amounts paid for the renewal of the concession rights, pension payments and the financing of the tea activities (KUSD 1 922). Of the total remaining advance of KUSD 7 245, KUSD 2 415 is expected to be used within the year and KUSD 4 830 to be used after more than one year.
Total cash received (KUSD 17 077) is included in the cash flow as part of the proceeds from sales of financial assets (KUSD 24 708). The remaining amount on the proceeds from sales of financial assets (KUSD 7 631) relates to the final payment received for the sale of the shares of Sipef-CI.
| From continuing operations | 2021 | 2020 |
|---|---|---|
| Basic earnings per share | ||
| Basic earnings per share - calculation (USD) | 9.00 | 1.36 |
| Basic earnings per share is calculated as follows: | ||
| Numerator: net result for the period attributable to ordinary shareholders (KUSD) | 93 749 | 14 122 |
| Denominator: the weighted average number of ordinary shares outstanding | 10 418 431 | 10 419 328 |
| The weighted average number of ordinary shares outstanding is calculated as follows: | ||
| Number of ordinary shares outstanding at January 1 | 10 419 328 | 10 419 328 |
| Effect of shares issued / share buyback programs | - 897 | 0 |
| Effect of the capital increase | 0 | 0 |
| The weighted average number of ordinary shares outstanding at December 31 | 10 418 431 | 10 419 328 |
| Diluted earnings per share | ||
| Diluted earnings per share - calculation (USD) | 8.99 | 1.36 |
| The diluted earnings per share is calculated as follows: | ||
| Numerator: net result for the period attributable to ordinary shareholders (KUSD) | 93 749 | 14 122 |
| Denominator: the weighted average number of dilutive ordinary shares outstanding | 10 422 490 | 10 420 091 |
| The weighted average number of dilutive ordinary shares outstanding is calculated as follows: | ||
| The weighted average number of ordinary shares outstanding at December 31 | 10 418 431 | 10 419 328 |
| Effect of stock options on issue | 4 059 | 763 |
| The weighted average number of dilutive ordinary shares outstanding at December 31 | 10 422 490 | 10 420 091 |
The war between Russia and Ukraine that started on 24 February 2022 radically changed the geopolitical landscape. This war is having a tremendous effect on (agricultural) commodities. Ukraine is the world's largest sunflower seed producer, as well as the top sunflower oil exporter. It was also expected to rank No. 3 in rapeseed and wheat exports this season. The ports are closed and hardly any products are being exported. As a result, many prices of staple food commodities have rallied strongly, further fuelling food price inflation.
Normally, the planting season for the new crops commences late March to early April; however, this will be strongly impacted for as long as the war continues. The duration of this war will determine its short- and medium-term impacts on agricultural commodities, although it is almost a certainty that there will be shortages for the time being. Agricultural commodity prices will stay strong for the foreseeable future.
In light of this war, the Group confirms that it has no activities with parties in Ukraine, Russia or Belarus, nor are there assets receivable relating to these regions at 31 December 2021. The Group does not do business with any parties included on the sanctions list at the date of publishing.
The statutory auditor of the SIPEF group is EY Bedrijfsrevisoren BV represented by Wim Van Gasse and Christoph Oris. The fees for the annual report of SIPEF were approved by the general meeting after review and approval of the audit committee and by the board of directors. These fees correspond to an amount of KUSD 118 (against KUSD 95 last year for Deloitte). For the Group, EY has provided services for KUSD 577 in 2021 (against KUSD 419 the year before for Deloitte), of which KUSD 0 (2020: KUSD 20 for Deloitte) are for non-audit services.
SIPEF continued its comprehensive programme to vaccinate against covid-19 its employees and their dependents free of charge. In Indonesia, where around 47% of the national population had been fully vaccinated, SIPEF made the most progress: 92% of the SIPEF employees and dependents had been double-vaccinated against covid-19 by November 2021. A booster programme will begin in 2022.
In Ivory Coast, 45% of employees had been double-vaccinated and 15% had received a single dose. Due to limited vaccine availability the programme could not be continued and the number of vaccinated employees therefore remained the same in the last quarter of 2021. Nevertheless, with only 8.2% of the national population in Ivory Coast having been fully vaccinated, SIPEF believes its programme made a positive contribution. The Group will continue its programme in 2022, when more supply becomes available.
In Papua New Guinea, SIPEF has focused on providing clear information and establishing supporting policies. More time will be needed to allow vaccine confidence to grow in order to increase the vaccination rate, which is currently below 10% of the targeted number. Lack of confidence may also partly explain the low vaccination rate at a national level, with only 2.5% of the country having been fully vaccinated as at December 2021.
EY Bedrijfsrevisoren EY Réviseurs d'Entreprises Borsbeeksebrug 26
B - 2600 Antwerpen (Berchem)
ey.com
Tel: +32 (0) 3 270 12 00
As required by law and the Company's articles of association, we report to you as statutory auditor of SIPEF NV (the "Company") and its subsidiaries (together the "Group"). This report includes our opinion on the consolidated balance sheet as at 31 December 2021, the consolidated income statement, the statement of consolidated comprehensive income, the consolidated cash flow statement and statement of changes in consolidated equity for the year ended 31 December 2021 and the disclosures (all elements together the "Consolidated Financial Statements") as well as our report on other legal and regulatory requirements. These two reports are considered one report and are inseparable.
We have been appointed as statutory auditor by the shareholders' meeting of 9 June 2021, in accordance with the proposition by the Board of Directors following recommendation of the Audit Committee. Our mandate expires at the shareholders' meeting that will deliberate on the Consolidated Financial Statements for the year ending 31 December 2023. We performed the audit of the Consolidated Financial Statements of the Group for one year.
We have audited the Consolidated Financial Statements of SIPEF NV, that comprise of the consolidated balance sheet on 31 December 2021, the consolidated income statement, the statement of consolidated comprehensive income and the consolidated cash flow statement of the year and the disclosures, which show a consolidated balance sheet total of USD 991.765 thousand and of which the consolidated income statement shows a profit for the year of USD 99.471 thousand.
In our opinion, the Consolidated Financial Statements give a true and fair view of the consolidated net equity and financial position as at 31 December 2021, and of its consolidated results for the year then ended, prepared in accordance with the International Financial Reporting Standards as adopted by the European Union ("IFRS") and with applicable legal and regulatory requirements in Belgium.
We conducted our audit in accordance with International Standards on Auditing ("ISAs"). Our responsibilities under those standards are further described in the "Our responsibilities for the audit of the Consolidated Financial Statements" section of our report.
We have complied with all ethical requirements that are relevant to our audit of the Consolidated Financial Statements in Belgium, including those with respect to independence.
We have obtained from the Board of Directors and the officials of the Company the explanations and information necessary for the performance of our audit and we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
The consolidated financial statements of Sipef NV for the year ended 31 December 2020, were audited by another auditor who expressed an unqualified opinion on those statements on 19 April 2021.
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Consolidated Financial Statements of the current reporting period.
These matters were addressed in the context of our audit of the Consolidated Financial Statements as a whole and in forming our opinion thereon, and consequently we do not provide a separate opinion on these matters.
Besloten vennootschap
Société à responsabilité limitée RPR Brussel - RPM Bruxelles - BTW-TVA BE0446.334.711-IBAN N° BE71 2100 9059 0069 *handelend in naam van een vennootschap:/agissant au nom d'une société
The goodwill amounts to USD 104.782 thousand as at 31 December 2021, and relates to the palm oil segment in Indonesia and Papua New Guinea. Goodwill must be tested for impairment on at least an annual basis. The determination of recoverable amount requires judgement from management in both identifying and then valuing the relevant single Cash Generating Units.
As disclosed in note [8] – Goodwill and Other intangible assets of the Consolidated Financial Statements, the recoverable value was determined by using a discounted cash flow model to determine the value in use. The cash flow model estimates the relevant cash flows expected to be generated in the future, and discounted to the present value using a discount rate approximating the weighted average cost of capital. This estimation requires the management to use of a number of variables and market conditions such as future prices and volume growth rates, the timing of future operating expenditure, and the discount and long term growth rates. As a consequence the determination of the recoverable value is subjective in nature due to judgements to be made by management of future performance of the palm oil segment.
The key assumptions used in determining the estimated value in use are the expected long term crude palm oil price and the weighted average cost of capital. Changes in certain assumptions used in the model can lead to significant changes in the assessment of the recoverable amount. of. This matter has been considered as a key audit matter due to the level of judgment required in these estimates.
• We obtained an understanding of management's review process of the discounted cash flow model used and the approval by the board of the underlying business plan.
• We assessed the determination of the CGU's based on our understanding of the nature of the Company and their operations, and assessed whether this is consistent with the internal reporting of the business;
• We evaluated the appropriateness of the discounted cash flow model used in determining the value in use of the CGU, as well as assessing the weighted cost of capital rate used;
for the year ended 31 December 2021 (continued)
of SIPEF NV as of and
Audit report dated 27 April 2022 on the Consolidated Financial Statements
• We compared the cash flow forecasts to approved budgets and other relevant market and economic information, as well as testing the underlying calculations;
• We evaluated management's key assumptions used in the impairment calculations;
• We assessed the analysis made by management in respect of sensitivity of the value in use to changes in the assumptions used within the model;
• We independently performed sensitivity analyses around the key assumptions used in the discounted cash flow model and we assessed the robustness of the budgeting process by management and we verified if the future cash flows were based on the approved business plan by the board;
• We reviewed the adequacy of the disclosures in the note [8] – Goodwill and Other intangible assets of the Consolidated Financial Statements concerning those key assumptions.
The deferred tax assets recognized amount to USD 10.226 thousand as at 31 December 2021 on unutilized cumulative tax losses carried forward. The recognition of deferred tax assets entails a significant level of judgement by the Board in assessing the quantification, probability and sufficiency of future taxable profits against which they may be offset and future reversals of existing taxable temporary differences. Due to the judgement required of the Board in interpreting the criteria set forth in local tax legislations in force and the risk that may arise from a different interpretation of such legislations, as well as the uncertainty associated with recovering the amounts recognized as deferred tax assets and the expected recovery period, we consider this to be a key audit matter.
• We obtained an understanding of the internal controls associated with the process of estimating the recoverability of the deferred tax assets;
2
underlying calculations;
the model;
by the board;
Impairment assessment of goodwill Description of the key audit matter
The goodwill amounts to USD 104.782 thousand as at 31 December 2021, and relates to the palm oil segment in Indonesia and Papua New Guinea. Goodwill must be tested for impairment on at least an annual basis. The determination of recoverable amount requires judgement from management in both identifying and then valuing
the relevant single Cash Generating Units. As disclosed in note [8] – Goodwill and Other intangible assets of the Consolidated Financial
Statements, the recoverable value was
the present value using a discount rate approximating the weighted average cost of capital. This estimation requires the management to use of a number of variables and market conditions such as future prices and volume growth rates, the timing of future operating expenditure, and the discount and long term growth rates. As a consequence the determination of the recoverable value is subjective in nature due to judgements to be made by management of future performance of the palm oil segment. The key assumptions used in determining the estimated value in use are the expected long term crude palm oil price and the weighted average cost of capital. Changes in certain assumptions used in the model can lead to significant changes in the assessment of the recoverable amount. of. This matter has been considered as a key audit matter due to the level of judgment required in
Summary of the procedures performed • We obtained an understanding of
board of the underlying business plan.
reporting of the business;
management's review process of the discounted cash flow model used and the approval by the
• We assessed the determination of the CGU's based on our understanding of the nature of the Company and their operations, and assessed whether this is consistent with the internal
• We evaluated the appropriateness of the discounted cash flow model used in determining
these estimates.
determined by using a discounted cash flow model to determine the value in use. The cash flow model estimates the relevant cash flows expected to be generated in the future, and discounted to
for the year ended 31 December 2021 (continued)
the value in use of the CGU, as well as assessing
• We compared the cash flow forecasts to approved budgets and other relevant market and economic information, as well as testing the
assumptions used in the impairment calculations;
management in respect of sensitivity of the value in use to changes in the assumptions used within
• We independently performed sensitivity analyses around the key assumptions used in the discounted cash flow model and we assessed the
management and we verified if the future cash flows were based on the approved business plan
disclosures in the note [8] – Goodwill and Other intangible assets of the Consolidated Financial Statements concerning those key assumptions.
the weighted cost of capital rate used;
• We evaluated management's key
• We assessed the analysis made by
robustness of the budgeting process by
• We reviewed the adequacy of the
Recoverability of the deferred tax assets
The deferred tax assets recognized amount to USD 10.226 thousand as at 31 December 2021 on unutilized cumulative tax losses carried forward. The recognition of deferred tax assets entails a significant level of judgement by the Board in assessing the quantification, probability and sufficiency of future taxable profits against which they may be offset and future reversals of existing taxable temporary differences. Due to
Description of the key audit matter
the judgement required of the Board in interpreting the criteria set forth in local tax legislations in force and the risk that may arise
from a different interpretation of such
Summary of the procedures performed • We obtained an understanding of the internal controls associated with the process of estimating the recoverability of the deferred tax
assets;
legislations, as well as the uncertainty associated with recovering the amounts recognized as deferred tax assets and the expected recovery period, we consider this to be a key audit matter.
of SIPEF NV as of and
2
• We assessed the reasonableness of the criteria and the main assumptions considered by management in estimating the future taxable profits necessary for offset;
• We involved local tax experts in Indonesia and Papua New Guinea to understand potential impacts of local tax regulations on the criteria used by management to determine the recoverability of the deferred tax assets;
• We compared the profit and loss forecasts used as a basis for recognizing tax losses with the actual results obtained and evaluated the reasonableness of the time period in which management expects to offset these assets;
• We agreed the profit and loss forecasts used as a basis for recognizing tax losses with the approved budgets;
• We assessed whether the information disclosed in note [23] – Income taxes of the Consolidated Financial Statements on the recoverability of the aforementioned deferred tax assets meets the requirements of the applicable financial reporting framework.
Description of the key audit matter
As disclosed in note 30 of the Consolidated Financial Statements, PT Melania is deconsolidated due to the loss of control at the end of April 2021, when SIPEF and the Shamrock Group entered into a conditional sale and purchase agreement of the shares of PT Melania.
As a result, PT Melania has been accounted for as a joint venture held for sale since 30 April 2021. The assets and liabilities of PT Melania have been measured at fair value, equaling the net selling price of USD 23.353 thousand of which 55% is still retained in the balance sheet as assets held for sale per 31 December 2021 or USD 13.520 thousand.
The sale and purchase agreement includes several key terms and conditions around future expenses still to be covered by SIPEF to fulfill conditions precedent. Significant judgments and estimates had to be made by management to determine those expected future costs included in the measurement of the fair value of the assets held for sale. The final net sale price and any capital gain on the sale of PT Melania depends largely on the cost and timing of renewing the permanent
land rights and on the compensation for the accumulated social rights of the employed personnel. The gain on the sale of PT Melania may need to be adjusted after 31 December 2021 and going forward depending on revision of the estimate of these costs in the future.
for the year ended 31 December 2021 (continued)
Audit report dated 27 April 2022 on the Consolidated Financial Statements
• We have read the sales agreement to gain an understanding of the key terms and conditions of the transaction;
• We evaluated whether the proper accounting treatment was applied for the transaction (recognition of the gain, presentation as held for sale at year-end);
• We assessed the estimation of the net selling price as calculated by the management including assessment of the significant judgements and estimates made by management in evaluating certain key terms and conditions such as certain expenses still to be covered by SIPEF to fulfill the conditions precedent;
• We assessed the appropriateness of the financial information disclosed in the note 30 to the Consolidated Financial Statements concerning this transaction.
The Board of Directors is responsible for the preparation of the Consolidated Financial Statements that give a true and fair view in accordance with IFRS and with applicable legal and regulatory requirements in Belgium and for such internal controls relevant to the preparation of the Consolidated Financial Statements that are free from material misstatement, whether due to fraud or error.
As part of the preparation of Consolidated Financial Statements, the Board of Directors is responsible for assessing the Company's ability to continue as a going concern, and provide, if applicable, information on matters impacting going concern, The Board of Directors should prepare the financial statements using the going concern basis of accounting, unless the Board of Directors either intends to liquidate the Company or to cease business operations, or has no realistic alternative but to do so.
3
of SIPEF NV as of and
Our objectives are to obtain reasonable assurance whether the Consolidated Financial Statements are free from material misstatement, whether due to fraud or error, and to express an opinion on these Consolidated Financial Statements based on our audit. Reasonable assurance is a high level of assurance, but not a guarantee that an audit conducted in accordance with the ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Consolidated Financial Statements.
In performing our audit, we comply with the legal, regulatory and normative framework that applies to the audit of the Consolidated Financial Statements in Belgium. However, a statutory audit does not provide assurance about the future viability of the Company and the Group, nor about the efficiency or effectiveness with which the board of directors has taken or will undertake the Company's and the Group's business operations. Our responsibilities with regards to the going concern assumption used by the board of directors are described below.
As part of an audit in accordance with ISAs, we exercise professional judgment and we maintain professional skepticism throughout the audit. We also perform the following tasks:
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control;
for the year ended 31 December 2021 (continued)
of SIPEF NV as of and
Audit report dated 27 April 2022 on the Consolidated Financial Statements
We communicate with the Audit Committee within the Board of Directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
Because we are ultimately responsible for the opinion, we are also responsible for directing, supervising and performing the audits of the subsidiaries. In this respect we have determined the nature and extent of the audit procedures to be carried out for group entities.
We provide the Audit Committee within the Board of Directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate
4
internal control;
as a going-concern;
transactions and events.
identify during our audit.
be carried out for group entities.
• evaluating the selected and applied
accounting policies, and evaluating the reasonability of the accounting estimates and related disclosures made by the Board of Directors as well as the underlying
obtained, whether or not a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's or Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the Consolidated Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on audit evidence obtained up to the date of the auditor's report. However, future events or conditions may cause the Company to cease to continue
• evaluating the overall presentation, structure and content of the Consolidated Financial Statements, and evaluating whether the Consolidated Financial Statements reflect a
We communicate with the Audit Committee within the Board of Directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we
Because we are ultimately responsible for the opinion, we are also responsible for directing, supervising and performing the audits of the subsidiaries. In this respect we have determined the nature and extent of the audit procedures to
We provide the Audit Committee within the Board of Directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate
true and fair view of the underlying
information given by the Board of Directors; • conclude on the appropriateness of the Board of Directors' use of the going-concern basis of accounting, and based on the audit evidence
Our responsibilities for the audit of the Consolidated Financial Statements
Statements.
Our objectives are to obtain reasonable assurance whether the Consolidated Financial Statements are free from material misstatement, whether due to fraud or error, and to express an opinion on these Consolidated Financial Statements based on our audit. Reasonable assurance is a high level of assurance, but not a guarantee that an audit conducted in accordance with the ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Consolidated Financial
In performing our audit, we comply with the legal, regulatory and normative framework that applies
to the audit of the Consolidated Financial Statements in Belgium. However, a statutory audit does not provide assurance about the future viability of the Company and the Group, nor about the efficiency or effectiveness with which the board of directors has taken or will undertake
the Company's and the Group's business operations. Our responsibilities with regards to the going concern assumption used by the board
As part of an audit in accordance with ISAs, we exercise professional judgment and we maintain professional skepticism throughout the audit. We
• identification and assessment of the risks of material misstatement of the Consolidated Financial Statements, whether due to fraud or error, the planning and execution of audit procedures to respond to these risks and obtain audit evidence which is sufficient and appropriate to provide a basis for our opinion.
The risk of not detecting material
forgery, intentional omissions,
internal control;
misrepresentations, or the override of
• obtaining insight in the system of internal controls that are relevant for the audit and with the objective to design audit procedures
misstatements resulting from fraud is higher than when such misstatements result from errors, since fraud may involve collusion,
of directors are described below.
also perform the following tasks:
for the year ended 31 December 2021 (continued)
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's
of SIPEF NV as of and
4
with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the Audit Committee within the Board of Directors, we
determine those matters that were of most significance in the audit of the Consolidated Financial Statements of the current period and are therefore the key audit matters. We describe these matters in our report, unless the law or regulations prohibit this.
for the year ended 31 December 2021 (continued)
The Board of Directors is responsible for the preparation and the content of the Board of Directors' report on the Consolidated Financial Statements.
In the context of our mandate and in accordance with the additional standard to the ISAs applicable in Belgium, it is our responsibility to verify, in all material respects, the Board of Directors' report on the Consolidated Financial Statements, the non-financial information attached to the Board of Directors' report, as well as to report on these matters.
In our opinion, after carrying out specific procedures on the Board of Directors' report, the Board of Directors' report is consistent with the Consolidated Financial Statements and has been prepared in accordance with article 3:32 of the Code of companies and associations.
In the context of our audit of the Consolidated Financial Statements, we are also responsible to consider whether, based on the information that we became aware of during the performance of our audit, the Board of Directors' report contains any material inconsistencies or contains information that is inaccurate or otherwise misleading. In light of the work performed, there are no material inconsistencies to be reported.
The non–financial information required by article 3:32, § 2, of the Code of companies and associations has been included in the Board of Directors' report on the Consolidated Financial Statements. The Company has prepared this nonfinancial information based on GRI Standards ("GRI"). However, we do not comment on whether this non-financial information has been prepared, in all material respects, in accordance with GRI.
Audit report dated 27 April 2022 on the Consolidated Financial Statements
Our audit firm and our network have not performed any services that are not compatible with the audit of the Consolidated Financial Statements and have remained independent of the Company during the course of our mandate.
No additional services, that are compatible with the audit of the Consolidated Financial Statements as referred to in Article 3:65 of the Code of companies and associations and for which fees are due, have been carried out.
In accordance with the standard on the audit of the conformity of the financial statements with the European single electronic format (hereinafter "ESEF"), we have carried out the audit of the compliance of the ESEF format with the regulatory technical standards set by the European Delegated Regulation No 2019/815 of 17 December 2018 (hereinafter: "Delegated Regulation").
The board of directors is responsible for the preparation, in accordance with the ESEF requirements, of the consolidated financial statements in the form of an electronic file in ESEF format (hereinafter 'the digital consolidated financial statements') included in the annual financial report available on the portal of the FSMA (https://www.fsma.be/en/data-portal).
It is our responsibility to obtain sufficient and appropriate supporting evidence to conclude that the format and markup language of the digital consolidated financial statements comply in all material respects with the ESEF requirements under the Delegated Regulation.
5
of SIPEF NV as of and
for the year ended 31 December 2021 (continued)
of SIPEF NV as of and
6
Based on the work performed by us, we conclude that the format and tagging of information in the digital consolidated financial statements of SIPEF NV per 31 December 2021 included in the annual financial report available on the portal of the FSMA (https://www.fsma.be/en/data-portal) are, in all material respects, in accordance with the ESEF requirements under the Delegated Regulation.
• This report is consistent with our supplementary declaration to the Audit Committee as specified in article 11 of the regulation (EU) nr. 537/2014.
Antwerp, 27 April 2022
EY Bedrijfsrevisoren BV Statutory auditor Represented by
Christoph Oris * Wim Van Gasse* Partner Partner *Acting on behalf of a BV/SRL
22CO0091
Based on the work performed by us, we conclude that the format and tagging of information in the digital consolidated financial statements of SIPEF NV per 31 December 2021 included in the annual financial report available on the portal of the FSMA (https://www.fsma.be/en/data-portal) are, in all material respects, in accordance with the ESEF requirements under the Delegated
Regulation.
Other communications.
Antwerp, 27 April 2022
EY Bedrijfsrevisoren BV Statutory auditor Represented by
• This report is consistent with our
regulation (EU) nr. 537/2014.
supplementary declaration to the Audit Committee as specified in article 11 of the
Christoph Oris * Wim Van Gasse*
Partner Partner
*Acting on behalf of a BV/SRL
22CO0091
for the year ended 31 December 2021 (continued)
of SIPEF NV as of and
6
The annual accounts of SIPEF are given below in summarized form. In accordance with the Belgian Code on Companies, the annual accounts of SIPEF, together with the management report and the auditor's report will be deposited with the National Bank of Belgium.
These documents may also be obtained on request from:
Only the consolidated annual financial statements as set forth in the preceding pages present a true and fair view of the financial position and performance of the SIPEF-group.
The statutory auditor's report is unqualified and certifies that the annual accounts of SIPEF NV give a true and fair view of the company's net equity and financial position as of 31 December 2021 and of its results for the year then ended, in accordance with the financial reporting framework applicable in Belgium.
The balance sheet total of the company as per 31 December 2021 amounts to KUSD 398 951 compared to KUSD 464 111 in previous year.
The 'financial assets – receivables from affiliated companies' decreased with KUSD -101 700, and at the same time the 'amounts receivable within one year' increased by KUSD 34 075. The 'receivables from affiliated companies' have decreased mainly due to the transfer of KUSD 121 752 to the 'amounts receivable within one year'. This is offset by an additional funding of KUSD 20 051 to SIPEF's Indonesian subsidiaries for expansion. The amount receivable within one year have increased only by KUSD 34 075 because of the repayments by the subsidiaries of SIPEF following their increased result and cash flow.
On the liabilities side the decrease in creditors (both long term and short term) relate to the repayment of both long term and short term financial loans following the cash received by SIPEF from its subsidiaries repayments.
The equity of SIPEF before profit appropriation amounts to KUSD 295 218, which corresponds to 27.91 USD per share.
The individual results of SIPEF are large determined by dividends and capital gains/losses. As SIPEF does not directly hold all of the Group's participating interest, the consolidated result of the Group is a more accurate reflection of the underlying economic development.
The statutory profit for the year 2021 amounts to KUSD 34 749 compared to a profit of KUSD 2 222 in the previous year.
On February 15, 2022, a dividend of KEUR 21 159 (EUR 2.00 gross per ordinary share) has been recommended by the board of directors. After deduction of the withholding tax (30%), the net dividend will amount to EUR 1.40 per share. Since the treasury shares are not entitled to a dividend in accordance with Article 7:217 §3 of the Code of Companies and Associations, the total dividend amount depends on the number of treasury shares for account of SIPEF, on June 9, 2022 at 11.59 pm CET (i.e. the day be-fore the ex-date). The board of directors proposes to be authorised accordingly to enter the final total dividend amount (and the resulting change) in the statutory financial statements. The maximum proposed total amount is KEUR 21 159. If the annual general meeting approves this dividend proposal, the dividend will be payable from July 6, 2022.
Taking into account the number of treasury shares held on the date of establishment of the annual report, the Board of Directors proposes to allocate the result (in KUSD) as follows:
(after appropriation)
| In KUSD | 2021 | 2020 |
|---|---|---|
| Assets | ||
| Fixed assets | 279 081 | 387 529 |
| Formation expenses | 0 | 0 |
| Intangible assets | 348 | 473 |
| Tangible assets | 291 | 362 |
| Financial assets | 278 442 | 386 694 |
| Current assets | 119 870 | 76 582 |
| Amounts receivable after more than one year | 0 | 9 |
| Stocks and contracts in progress | 618 | 411 |
| Amounts receivable within one year | 98 184 | 64 109 |
| Investments | 10 802 | 8 477 |
| Cash at bank and in hand | 9 931 | 3 223 |
| Other current assets | 334 | 353 |
| Total assets | 398 951 | 464 111 |
| Liabilities | ||
| Equity | 271 621 | 260 469 |
| Capital | 44 734 | 44 734 |
| Share premium account | 107 970 | 107 970 |
| Reserves | 15 796 | 15 320 |
| Profit/ (loss) carried forward | 103 121 | 92 445 |
| Provisions and deferred taxation | 0 | 0 |
| Provisions for liabilities and charges | 0 | 0 |
| Creditors | 127 330 | 203 642 |
| Amounts payable after more than one year | 36 000 | 54 000 |
| Amounts payable within one year | 91 330 | 149 608 |
| Accrued charges and deferred income | 0 | 35 |
| Total liabilities | 398 951 | 464 111 |
| In KUSD | 2021 | 2020 |
|---|---|---|
| Operating income | 221 962 | 150 279 |
| Operating charges | - 219 388 | - 149 026 |
| Operating result | 2 575 | 1 253 |
| Financial income | 33 958 | 6 363 |
| Financial charges | - 963 | - 5 081 |
| Financial result | 32 995 | 1 282 |
| Result for the period before taxes | 35 570 | 2 535 |
| Income taxes | - 820 | - 313 |
| Result for the period | 34 749 | 2 222 |
| In KUSD | 2021 | 2020 |
|---|---|---|
| Profit/ (loss) to be appropriated | 127 194 | 97 797 |
| Profit / (loss) for the period available for appropriation | 34 749 | 2 222 |
| Profit / (loss) brought forward | 92 445 | 95 575 |
| Appropriation account | 127 194 | 97 797 |
| Transfers to legal reserve | 0 | 0 |
| Transfers to other reserves | 477 | 879 |
| Result to be carried forward | 103 121 | 92 445 |
| Dividends | 23 596 | 4 472 |
| Remuneration to directors | 0 | 0 |
Condensed income statement
Operating charges
Financial charges
Income taxes
Appropriation account
In KUSD 2021 2020 Operating income 221 962 150 279
Operating result 2 575 1 253
Financial income 33 958 6 363
Financial result 32 995 1 282
Result for the period before taxes 35 570 2 535
Result for the period 34 749 2 222
In KUSD 2021 2020 Profit/ (loss) to be appropriated 127 194 97 797 Profit / (loss) for the period available for appropriation 34 749 2 222 Profit / (loss) brought forward 92 445 95 575
Appropriation account 127 194 97 797
Transfers to other reserves 477 879 Result to be carried forward 103 121 92 445 Dividends 23 596 4 472
Transfers to legal reserve
Remuneration to directors
219 388
963
820
149 026
5 081
313
0
0
0
0
| ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |
|---|
| 1 |
| ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |
Period covered by financial statements
François Van Hoydonck managing director
Johan Nelis chief financial officer
Baron Luc Bertrand, chairman and François Van Hoydonck, managing director declare that, to their knowledge:
EY Bedrijfsrevisoren BV
Represented by Christoph Oris and Wim Van Gasse, Borsbeeksebrug 26 2600 Antwerpen (Berchem) Belgium
Kasteel Calesberg Calesbergdreef 5 2900 Schoten Belgium
RPR: Antwerpen VAT: BE 0404 491 285
Website: www.sipef.com
For more information about SIPEF: Tel.: +32 3 641 97 00
Dit jaarverslag is ook verkrijgbaar in het Nederlands.
Translation: this annual report is available in Dutch and English. The Dutch version is the original; the other language version is a free translation. We have made every reasonable effort to avoid any discrepancies between the different language versions. However, should such discrepancies exist, the Dutch version will take precedence.
The official Annual Report of the SIPEF group in ESEF-format can be found on the SIPEF-website, under the section "investors". All other formats are considered to be unofficial versions of the Annual Report.
Concept and realisation: Focus advertising
Portraits of the chairman, the members of the board of directors and the members of the executive committee © Wim Daneels - images of employees, estates and products © Jez O'Hare Photography, © Adrian Tan Photography, © Marc Adou and © Robert Weber.
Printed in Belgium by: Inni Group


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