Interim / Quarterly Report • Aug 31, 2017
Interim / Quarterly Report
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CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)
For the six monts ended 30 June 2017
| Officers and Professional Advisors | 1 |
|---|---|
| Declaration of the Members of the Board of Directors and the Company official responsible for the drafting of the condensed consolidated interim financial statements |
2 |
| Condensed consolidated statement of profit or loss and other comprehensive income | 3 |
| Condensed consolidated statement of financial position | 4 |
| Condensed consolidated statement of changes in equity | 5 & 6 |
| Condensed consolidated statement of cash flows | 7 |
| Notes to the condensed consolidated interim financial statements | 8 - 28 |
| Board of Directors | Iurii Zhuravlov - Chief Executive Officer |
|---|---|
| Tamara Lapta - Deputy Chief Executive Officer | |
| Larysa Orlova - Chief Financial Officer | |
| Borys Supikhanov - Non-Executive Director | |
| Volodymyr Kudryavtsev - Non-Executive Director | |
| Audit Committee | Borys Supikhanov (Head of the Committee) |
| Volodymyr Kudryavtsev | |
| Remuneration Committee | Borys Supikhanov (Head of the Committee) |
| Volodymyr Kudryavtsev | |
| Secretary | Inter Jura Cy (Services) Limited |
| Independent Auditors | KPMG Limited |
| Legal Advisors | K. Chrysostomides & Co LLC |
| Registered office | 1 Lampousas Street 1095 Nicosia Cyprus |
l"i:::'1T"^"J']1,,1"i"1-".ef3)("] and Q)_ 9lthe rlrun.pu."n"y Requiremenrs (Securities Listed fi 3:**":l,u.y*j'u,* y"*.") r.u* oi, zon (n";il;i,'; ";"";;;";,"* Members )ff:l;"il;"ff v Lw tilll(;, wg, ;'J[Ilc of the Board of Directors and the iorn{any oifr"iut responsible for the drafting of the :,"""*.:1?i::::l'xx,:1-':,::,,T lla1ciar :tul:,":nt of ,+q-to" pubric Limited (the *company,,) for the condensed "on.oriautl'0"#:.'ilfi:,j:;T"ffi;,"J11"fl-J,fffl.1::t",Hiii: .f: :,1"":::'.1fi :::ll: six months ended 30 June 2017, corf*m that to the bejt oioo. knowredse:
| Members of the Board of Directors: | |
|---|---|
| Iurii Zhuravlov | |
| Tamara Lapta | |
| Larysa Orlova | |
| Borys Supikhanov | Kulcelley. |
| Volodymyr Kudryavtsev |
interim financial statements c^o1na1r official responsible for the drafting of the condensed consolidated of the Company for the six months encled 3 0 June 20 I 7 :
Larysa Orlova
Nicosia, 29 August20lT
(in USD thousand, unless otherwise stated)
| Note | 30 June 2017 | 30 June 2016 | |
|---|---|---|---|
| Continuing operations | |||
| Revenue | 4 | 16 543 | 17 349 |
| Cost of sales | 5 | (16 862) | (16 066) |
| Net change in fair value less cost to sell of biological assets and | |||
| agricultural produce | 7 452 | 7 753 | |
| Gross profit | 7 133 | 9 036 | |
| Other operating income | 6 | 74 | 1 063 |
| Administrative expenses | (942) | (786) | |
| Distribution expenses | (335) | (132) | |
| Other operating expenses | 7 | (1 632) | (1 302) |
| Operating profit | 4 298 | 7 879 | |
| Finance income Finance costs |
8 8 |
4 021 (270) |
1 254 (3 946) |
| Net finance costs | 3 751 | (2 692) | |
| Profit/(Loss) before taxation | 8 049 | 5 187 | |
| Taxation | - | - | |
| Profit/(Loss) | 8 049 | 5 187 | |
| Other comprehensive income Items that are or may be reclassified subsequently to profit or loss |
|||
| Effect of translation into presentation currency | (562) | 1 363 | |
| Total comprehensive income/(expense) | 7 487 | 6 550 | |
| Profit/(Loss) attributable to: | |||
| Owners of the Company | 8 043 | 5 183 | |
| Non-controlling interests | 6 | 4 | |
| 8 049 | 5 187 | ||
| Total comprehensive income/(expense) attributable to: | |||
| Owners of the Company | 7 477 | 6 549 | |
| Non-controlling interests | 10 | 1 | |
| 7 487 | 6 550 | ||
| Profit/(loss) per share | |||
| Basic and fully diluted profit/(loss) per share (USD) | 0,35 | 0,30 | |
| Profit/(loss) per share – continuing operations | |||
| Basic and fully diluted profit/(loss) per share (USD) | 0,35 | 0,30 |
3
| Note | 30 June 2017 | 3l December 20t6 |
|
|---|---|---|---|
| Assets Property, plant and equipment |
o | 8 079 | 6 056 |
| Intangible assets | 5 669 | 6 261 | |
| Biological assets | l0 | 2 289 | I 840 |
| Total non-current assets | l6 037 | t4 t57 | |
| Inventories | 12 | t5 824 | 29 010 |
| Biological assets | l0 | 28 409 | 5 775 |
| Investments designated at fair value through profit or loss | 235 | 235 | |
| Trade and other receivables | IJ | 3 484 | 4 204 |
| Loans receivable | ll | 17 885 | t6 162 |
| Assets held for sale Cash and cash equivalents |
t5 | I8 | 14 |
| Total current assets | t4 | t4 178 | 674 |
| 80 033 | 67 677 | ||
| Total assets | 96 070 | 81 834 | |
| Equity | |||
| Share capital | |||
| Share premium | 66r | 661 | |
| Retained earnings | 88 532 (t8 721) |
88 532 (26 764) |
|
| Foreign currency translation reserye | 7 86s | 8 431 | |
| Total equity attributable to owners of the Company | 78 33',1 | ||
| Non-controlling interests | )'r< | 70 860 215 |
|
| Total equity | 78 562 | 7t 075 | |
| Liabilities | |||
| Loans and borrowings | T6 | 9 621 | 9 357 |
| Total non-current liabilities | 9 621 | 9 357 | |
| Loans and borrowings | t6 | ||
| Trade and other payables | t1 | 79 7 686 |
74 207 |
| Income tax liability | I t1 I t: | u2 | |
| Liabilities held for sale | l5 | l0 | o |
| Total current liabilities | 7 887 | 402 | |
| Total liabilities | l7 508 | r0 7s9 | |
| Total equity and liabilities | 96 070 | 8r 834 |
On 29 August 2017 consolidated interim the Board of Directors of Asroton uthorised these condensed
Chief FinancialOfficer
The notes on pages 8 to 28 are an integral part of these condensed consolidated interim financial sratements.
For the six months ended 30 June 2017
(in USD thousand, unless otherwise stated)
| Attributable to owners of the Company | |||||||
|---|---|---|---|---|---|---|---|
| Share capital |
Share premium |
Retained earnings |
Foreign currency translation reserve |
Total | Non controlling interests |
Total equity |
|
| Balance at 1 January 2016 | 661 | 88 532 | (48 519) | 5 147 | 45 821 | 200 | 46 021 |
| Total comprehensive income | |||||||
| Profit for the period | - | - | 5 183 | - | 5 183 | 4 | 5 187 |
| Other comprehensive income/(expense) | - | - | - | 1 366 | 1 366 | (3) | 1 363 |
| Other comprehensive income/(expense) | - | - | 5 183 | 1 366 | 6 549 | 1 | 6 550 |
| Balance at 30 June 2016 | 661 | 88 532 | (43 336) | 6 513 | 52 370 | 201 | 52 571 |
| Balance at 1 January 2017 | 661 | 88 532 | (26 764) | 8 431 | 70 860 | 215 | 71 075 |
| Total comprehensive income | |||||||
| Profit for the period | - | - | 8 043 | - | 8 043 | 6 | 8 049 |
| Other comprehensive income/(expense) | - | - | - | (566) | (566) | 4 | (562) |
| Total comprehensive income/(expenses) for the year |
- | - | 8 043 | (566) | 7 477 | 10 | 7 487 |
| Balance at 30 June 2017 | 661 | 88 532 | (18 721) | 7 865 | 78 337 | 225 | 78 562 |
The notes on pages 8 to 28 are an integral part of these condensed consolidated interim financial statements.
(in USD thousand, unless otherwise stated)
The above requirement of the Law is not applied in the case of the Company due to the fact that its owners are not residents in Cyprus for tax purposes.
(in USD thousand, unless otherwise stated)
| Note | 30 June 2017 | 30 June 2016 | |
|---|---|---|---|
| Cash flows from operating activities: | |||
| Profit/(Loss) for the period | 8 049 | 5 187 | |
| Adjustments for: | |||
| Depreciation | 513 | 452 | |
| Amortisation | 577 | 780 | |
| Impairment of inventories | 7 | 973 | 947 |
| (Gain)/Loss from changes in fair value less cost to sell of | |||
| biological assets and agriculture produce | (7 452) | (7 753) | |
| Impairment of trade and other receivables | 7 | 657 | 109 |
| Impairment of property, plant and equipment | - | 7 | |
| Reversal of provision for bad debts | (487) | (193) | |
| Reversal of impairment of inventories | - | (425) | |
| Interest income | 8 | (1 234) | (1 249) |
| Income from reversal of impairment of PPE | 8 | (44) | - |
| Interest expense | 8 | 270 | 777 |
| Trade payables written-off | 6 | (1) | (2) |
| Loss on disposal of property, plant and equipment | 7 | 25 | 1 |
| Loss on disposal of intangible assets | 256 | 163 | |
| Foreign exchange (gain)/ loss | 8 | (2 787) | 3 169 |
| Cash flow from operations before working capital changes | (685) | 1 970 | |
| Decrease in inventories | 13 071 | 11 846 | |
| Increase in biological assets | (14 750) | (11 858) | |
| Decrease/(Increase) in trade and other receivables | 697 | 2 046 | |
| (Decrease)/Increase in trade and other payables | 6 481 | 3 147 | |
| Net cash from operating activities | 4 814 | 7 151 | |
| Cash flow from investing activities | |||
| Acquisition of property, plant and equipment | (2 219) | (614) | |
| Loans repayment | 110 | - | |
| Interest received | 8 | - | 4 |
| Net cash used in investing activities | (2 109) | (610) | |
| Net decrease in cash and cash equivalents | 2 705 | 6 541 | |
| Cash and cash equivalents at the beginning of the period Effect from translation into presentation currency |
11 674 (201) |
8 575 (348) |
|
| Cash and cash equivalents at the end of the period | 14 | 14 178 | 14 768 |
(in USD thousand, unless otherwise stated)
Agroton Public Limited (the "Company") was incorporated in Cyprus on 21 September 2009 as a public company with limited liability under the Cyprus Companies Law, Cap. 113. The Company was listed at the main market of Warsaw Stock Exchange on 8 November 2010.
The Company's registered office is at 1 Lampousas Street, 1095 Nicosia, Cyprus.
The principal activities of the Group are grain and oil crops growing, agricultural products storage and sale, cattle breeding (milk cattle-breeding, poultry farming) and milk processing. The poultry farming business has been temporarily abandoned due to the military clashes and armed conflict in Eastern Ukraine.
The Group's subsidiaries, country of incorporation, and effective ownership percentages are disclosed below:
| Company name | Country of incorporation |
Ownership Interest 30.06.2017 |
Ownership Interest 31.12.2016 |
|---|---|---|---|
| Living LLC | Ukraine | 99,99 % |
99,99 % |
| PE Agricultural Production Firm Agro | Ukraine | 99,99 % |
99,99 % |
| Agroton PJSC | Ukraine | 99,99 % |
99,99 % |
| LLC Belokurakinskiy Elevator | Ukraine | 99,99 % |
99,99 % |
| Agro Meta LLC (i) | Ukraine | 99,99 % |
99,99 % |
| Rosinka-Star LLC | Ukraine | 99,99 % |
99,99 % |
| Etalon-Agro LLC (i) | Ukraine | 99,99 % |
99,99 % |
| ALLC Noviy Shlyah | Ukraine | 99,99 % |
99,99 % |
| ALLC Shiykivske | Ukraine | 94,59 % |
94,59 % |
| Agro-Chornukhinski Kurchata LLC | Ukraine | 99,89 % |
99,89 % |
| Agro-Svinprom LLC (ii) | Ukraine | 99,89 % |
99,89 % |
| Agroton BVI Limited | British Virgin Islands | 100,00 % |
100,00 % |
| Gefest LLC (i) | Ukraine | 100,00 % |
100,00 % |
| LLC Lugastan | Ukraine | 99,99 % |
99,99 % |
(i) Agro Meta LLC, Etalon-Agro LLC, and Gefest LLC are in the process of liquidation. (ii) In July 2011 the management of Living LLC resolved to dispose subsidiary of the Group namely Agro-Svinprom LLC engaged in the pig-breeding.
The parent company of the Group is Agroton Public Limited with an issued share capital of 21 670 000 ordinary shares with nominal value € 0,021 per share.
(in USD thousand, unless otherwise stated)
The shares at 30 June 2017 and as at the date of issue of these condensed consolidated interim financial statements were distributed as follows:
| 30 June 2017 | 29 August 2017 | |||
|---|---|---|---|---|
| Shareholder | Number of Shares |
Ownership interest, % |
Number of Shares |
Ownership interest, % |
| Mr. Iurii Zhuravlov | 16 038 746 | 74,01 % |
16 038 746 | 74,01 % |
| Others | 5 631 254 | 25,99 % |
5 631 254 | 25,99 % |
| 21 670 000 | 100,00 % |
21 670 000 | 100,00 % |
The condensed consolidated interim financial statements of the Company as at and for the six months ended 30 June 2017 comprise the financial statements of the Company and its subsidiaries (together with the Company, the ''Group'').
These condensed consolidated interim financial statements for the six months ended 30 June 2017 have been prepared in accordance with International Accounting Standard (IAS) 34 ''Interim Financial Reporting'' and were not audited by the external independent auditors of the Group. These condensed consolidated interim financial statements do not include all the information required for a complete set of IFRS financial statements. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group's financial position and performance since the last annual consolidated financial statements as at and for the year ended 31 December 2016.
These condensed consolidated interim financial statements have been prepared under the historical cost convention except for the following:
(in USD thousand, unless otherwise stated)
The functional currencies of the companies of the Group are the Ukrainian Hryvnia (UAH) and United States Dollar (USD). The currency of Cyprus is Euro, but the principal exposure of the parent undertaking is in US dollars, therefore the functional currency of the Company is considered to be USD. Transactions in currencies other than the functional currency of the Group's companies are treated as transactions in foreign currencies. The Group's management decided to use US dollar (USD) as the presentation currency for financial and management reporting purposes. Exchange differences arising are classified as equity and transferred to the translation reserve.
The exchange rates used in preparation of these condensed consolidated interim financial statements, are as follows:
| Currency | 30 June 2017 | Average for the | 31 December | Average for the | 31 December |
|---|---|---|---|---|---|
| six months | 2016 | six months | 2015 | ||
| ended 30 June | ended 30 June | ||||
| 2017 | 2016 | ||||
| US dollar - UAH | 26,0990 | 26,7602 | 27,1909 | 25,4578 | 24,0007 |
These condensed consolidated interim financial statements have been prepared under the going concern basis, which assumes the realisation of assets and settlement of liabilities in the course of ordinary economic activity. Renewals of the Group's assets, and the future activities of the Group, are significantly influenced by the current and future economic environment in Ukraine. The Board of Directors and Management are closely monitoring the events in the current operating environment of the Group as described in note 21 to the condensed consolidated interim financial statements and has assessed the current situation and there is no indication of adverse effects while at the same time are taking all the steps to secure Group's short and long term viability. To this effect, they consider that the Group is able to continue its operations as a going concern.
The accounting policies applied in these condensed consolidated interim financial statements are the same as those applied in the Group's annual consolidated financial statements as at and for the year ended 31 December 2016.
| 30 June 2017 | 30 June 2016 | |
|---|---|---|
| Sales of goods | 16 244 | 17 006 |
| Rendering of services | 299 | 343 |
| Total | 16 543 | 17 349 |
(in USD thousand, unless otherwise stated)
Revenue generated from sale of goods was as follows:
| 30 June 2017 | 30 June 2016 | |
|---|---|---|
| Livestock and related revenue | 1 937 | 1 406 |
| Winter wheat | 1 715 | 1 856 |
| Sunflower | 5 587 | 13 560 |
| Corn in grain | 302 | 158 |
| Sunflower oil | 6 500 | - |
| Other agricultural crops | 203 | 26 |
| Total | 16 244 | 17 006 |
Sales volume for main agricultural products in tonnes was as follows:
| 30 June 2017 tonnes |
30 June 2016 tonnes |
|
|---|---|---|
| Winter wheat | 12 332 | 14 968 |
| Sunflower | 17 646 | 40 013 |
| Corn in grain | 2 358 | 1 179 |
| Total | 32 336 | 56 160 |
Sales volume for milk yield for the six months ended 30 June 2017 was 5 834 thousand tonnes (30 June 2016: 5 995 thousand tonnes).
Revenue generated from rendering of services relates to storage and handling services provided to third parties.
Livestock and related revenue includes revenue from poultry and other livestock related products.
| 30 June 2017 | 30 June 2016 | |
|---|---|---|
| Livestock and related operations | 1 736 | 1 785 |
| Plant breeding and related operations | 14 646 | 14 129 |
| Other activities | 480 | 152 |
| Total | 16 862 | 16 066 |
(in USD thousand, unless otherwise stated)
| 30 June 2016 |
|---|
| - |
| 441 |
| 193 |
| 425 |
| - |
| 2 |
| 2 |
| 1 063 |
| 30 June 2017 | 30 June 2016 | |
|---|---|---|
| Depreciation charge | 5 | 6 |
| Impairment of trade and other receivables | 170 | 109 |
| Loss on disposal of property, plant and equipment | 25 | 1 |
| Loss on disposal of land lease rights | 256 | 163 |
| Impairment of inventories | 973 | 947 |
| Fines and penalties | 166 | 1 |
| Other expenses | 37 | 75 |
| Total | 1 632 | 1 302 |
| 30 June 2017 | 30 June 2016 | |
|---|---|---|
| Interest income Profit on foreign exchange differences |
1 234 2 787 |
1 254 - |
| Finance income | 4 021 | 1 254 |
| Interest on bank loans | (5) | - |
| Interest on non-bank loans | - | (191) |
| Interest on notes | (265) | (586) |
| Bank charges | - | - |
| Loss on foreign exchange differences | - | (3 169) |
| Finance costs | (270) | (3 946) |
| Net finance costs | 3 751 | (2 692) |
(in USD thousand, unless otherwise stated)
During the six months ended 30 June 2017, the Group acquired items of property, plant and equipment with a cost of USD 2 219 thousand (the six months ended 30 June 2016: USD 614 thousand).
Biological assets were presented as follows:
| 30 June 2017 | 31 December 2016 |
|
|---|---|---|
| Crops under cultivation | 27 010 | 4 395 |
| Animals in growing and fattening | 1 399 | 1 380 |
| Total current biological assets | 28 409 | 5 775 |
| Cattle | 2 285 | 1 838 |
| Other | 4 | 2 |
| Total non-current biological assets | 2 289 | 1 840 |
| Total | 30 698 | 7 615 |
At 30 June 2017 and 31 December 2016 the crops under cultivation were presented as follows:
| 30 June 2017 | 31 December 2016 | |||
|---|---|---|---|---|
| Thousands of hectares |
Carrying values |
Thousands of hectares |
Carrying values |
|
| Winter wheat plantings | 37 | 8 955 | 36 | 4 355 |
| Corn plantings | 3 | 693 | - | - |
| Sunflower plantings | 36 | 16 858 | - | - |
| Other plantings | 3 | 504 | 1 | 40 |
| Total | 79 | 27 010 | 37 | 4 395 |
The main crops harvested and the fair value at the time of harvesting was as follows:
| 30 June 2017 | 30 June 2016 | |||
|---|---|---|---|---|
| Volume, tonnes |
Amount, USD thousand |
Volume, tonnes |
Amount, USD thousand |
|
| Winter wheat | - | - | - | - |
| Other sowing | 17 068 | 321 | 22 858 | 361 |
| Total | 17 068 | 321 | 22 858 | 361 |
Other sowing mainly includes grass plants for production of animal feed.
(in USD thousand, unless otherwise stated)
Expenses capitalised in biological assets mainly include fertilisers, fuel, seeds, labour and the operating lease rentals.
Non-current biological assets:
| 30 June 2017 | 31 December 2016 | |||
|---|---|---|---|---|
| Number, heads |
Fair value |
Number, heads |
Fair value |
|
| Cattle | 2 385 | 2 285 | 2 431 | 1 838 |
| Horses | 5 | 4 | 3 | 2 |
| Total | 2 289 | 1 840 |
Animals in growing and fattening:
| 30 June 2017 | 31 December 2016 | |||
|---|---|---|---|---|
| Number, heads |
Fair value |
Number, heads |
Fair value |
|
| Cattle | 2 961 | 1 399 | 3 067 | 1 380 |
| Total | 1 399 | 1 380 |
Expenses capitalised in biological assets of animals include mixed folder, electricity, labour, depreciation and other.
| Note | 30 June 2017 | 31 December 2016 |
|
|---|---|---|---|
| Current assets | |||
| Loans to related parties | 18 | 13 442 | 12 594 |
| Loans to third parties | 4 443 | 4 168 | |
| Total | 17 885 | 16 762 |
On 29 June 2012, the Company has entered into a loan agreement with Stimi Agri Limited amounting to USD 2 million. The loan bears interest of 20% per annum and expired on 29 June 2013. On 28 June 2013 the two parties agreed to postpone the repayment date to 31 December 2014. During 2014 the two parties agreed to further postpone the repayment date to 31 December 2015. During 2015 the two parties agreed to further postpone the repayment date to 31 December 2016. During 2016 the two parties agreed to further postpone the repayment date to 31 December 2017. The above loan is unsecured.
(in USD thousand, unless otherwise stated)
| 30 June 2017 | 31 December 2016 |
|
|---|---|---|
| Raw materials | 1 408 | 1 988 |
| Work-in-progress | 3 606 | 2 352 |
| Agricultural produce | 4 051 | 23 433 |
| Finished goods | 5 267 | 4 |
| Other | 1 492 | 1 233 |
| Total | 15 824 | 29 010 |
Work in progress includes expenditure capitalised in respect of 16 thousand hectares (31 December 2016: 58 thousand hectares) of plough land prepared for sowing in the current or following year and sunflower processing in sunflower oil in amount of USD 907 thousand (for the six months ended 30 June 2016: nil).
(in USD thousand, unless otherwise stated)
The main agricultural produce was as follows:
| 30 June 2017 | 31 December 2016 |
|
|---|---|---|
| Winter wheat | 1 123 | 2 807 |
| Sunflower | 2 334 | 19 068 |
| Corn | 210 | 633 |
| Other agricultural crops | 384 | 925 |
| Total | 4 051 | 23 433 |
The main agricultural produce volume in tonnes was as follows:
| 30 June 2017 | 31 December 2016 |
|
|---|---|---|
| Winter wheat | 8 633 | 22 488 |
| Sunflower | 7 093 | 60 432 |
| Corn | 1 606 | 5 034 |
| Total | 17 332 | 87 954 |
Inventories were impaired due to the military conflict in Eastern Ukraine. As a result, the Group has tested the related product lines for impairment and recognised an impairment loss for inventories of USD 15 thousand (for the six months ended 30 June 2016: USD 21 thousand).
| Note | 30 June 2017 | 31 December 2016 |
|
|---|---|---|---|
| Trade receivables Provision for impairment of receivables |
1 053 (361) |
673 (332) |
|
| Trade receivables, net | 692 | 341 | |
| Prepayments to suppliers | 921 | 2 692 | |
| Other receivables | 34 248 | 34 017 | |
| Provision for impairment of prepayments and other receivables |
(33 393) | (33 227) | |
| VAT recoverable | 1 016 | 381 | |
| Total | 3 484 | 4 204 |
(in USD thousand, unless otherwise stated)
On 29 June 2012, the Company entered into a preliminary agreement with Stiomi Agri Limited ('Seller') for the acquisition of 100% of the issued share capital of Private Enterprise 'Peredilske'. The parties agreed that the price for transfer of the company's shares amounting to USD 23 080 000.
On 26 December 2012, the Company entered into a preliminary agreement with Stiomi Agri Limited ('Seller') for the acquisition of 100% of the issued share capital of Limited Liability Company 'Skhid Potencial-Resurs'. The parties agreed that the price for transfer of the company's shares shall amount to USD 10 000 000.
On 3 September 2013 both agreements for the acquisition of PE "Peredilske" and of LLC "Skhid-Potencial-Resurs" have been cancelled. The parties agreed that the whole amount paid should be returned to the Company within twelve months of the signing of the cancellation agreements, either in cash and/or an equivalent market value's worth of agricultural goods.
Due to political and economic developments and military conflict in Eastern Ukraine, Stiomi Agri Limited is currently unable to repay this amount to the Group. It is highly probable that this amount will never be recovered, therefore an impairment loss for USD 33 080 thousand was recognised in 2014.
| 30 June 2017 | 31 December 2016 |
|
|---|---|---|
| Cash at bank - USD | 13 952 | 11 133 |
| Cash at bank - UAH | 172 | 503 |
| Cash at bank - Euro | 7 | 8 |
| Cash in hand | 47 | 30 |
| Total | 14 178 | 11 674 |
The assets and liabilities of subsidiary company Agro-Svinprom LLC, operating in pig-breeding, have been presented as held for sale following the Management decision in July 2011 to dispose the company.
In this respect the Management of the Group has advertised their intention for the sale of the subsidiariy to the public media, for attraction of prospective new investors.
(in USD thousand, unless otherwise stated)
Held for sale
At 30 June 2017 the disposal group comprised the following assets and liabilities:
| 30 June 2017 | 30 June 2016 | |
|---|---|---|
| Assets classified as held for sale | ||
| Property, plant and equipment | 18 | 19 |
| Total | 18 | 19 |
| Liabilities classified as held for sale | ||
| Trade and other payables | (10) | (11) |
| Total | (10) | (11) |
| Net assets | 8 | 8 |
| 16. LOANS AND BORROWINGS |
||
| 30 June 2017 | 31 December |
| 2016 | ||
|---|---|---|
| Non-current liabilities | ||
| Notes | 9 621 | 9 357 |
| 9 621 | 9 357 | |
| Current liabilities | ||
| Loan from owner | 79 | 74 |
| 79 | 74 | |
| Total loans and borrowings | 9 700 | 9 431 |
On 14 July 2011, the Company's issued USD 50 000 000 12,50% Notes due on 14 July 2014, have been admitted to the official list of the UK Listing authority and to the London Stock Exchange Plc and trading on the London Stock Exchange's regulated market.
The Notes bear interest at a rate of 12,50% per annum payable semi-annually in arrears on 14 January and 14 July in each year, commencing on 14 January 2012.
The Notes are recognised initially at fair value USD 50 000 000 net of issue costs equal to USD 2 777 014. The difference between the proceeds (net of issue costs) and the redemption value as at 14 July 2014 is recognised in the consolidated statement of profit or loss over the period of the issue.
(in USD thousand, unless otherwise stated)
On 8 August 2013 with the consent of the Noteholders the Company has amended the terms and conditions of the Notes as follow:
On 18 December 2013 the Company has secured a second consent of the Noteholders to amend the terms and conditions of the Notes as follow:
On 19 April 2014 the Company has purchased Notes in an aggregate principal amount of USD 22 100 000.
(in USD thousand, unless otherwise stated)
On 15 December 2014 the Company has secured a third consent of the Noteholders to amend the terms and conditions of the Notes as follow:
On 28 October 2015 the Company has purchased Notes in an aggregate principal amount of USD 10 350 000.
On 12 January 2016 the Company has secured a fourth consent of the Noteholders to amend the terms and conditions of the Notes as follow:
On 26 October 2016 the Company has purchased Notes in an aggregate principal amount of US\$10 000 000.
On 17 January 2017 the Company has secured a fifth consent of the Noteholders to postpone to 14 January 2018 the interest payments that was due for payment to Noteholders on 14 January 2017.
The following subsidiaries are acting as surety providers:
(in USD thousand, unless otherwise stated)
| 30 June 2017 | 31 December 2016 |
|
|---|---|---|
| Trade payables | 640 | 454 |
| Payroll and related expenses accrued | 450 | 330 |
| Advances received | 4 692 | 196 |
| Liabilities for other taxes and mandatory payments | 55 | 85 |
| VAT payable | 12 | 45 |
| Payable for operating lease of land | 1 796 | 11 |
| Accrued expenses | 10 | 32 |
| Other provisions | 8 | 12 |
| Other liabilities | 23 | 42 |
| Total | 7 686 | 1 207 |
As at 30 June 2017 and the date of this report, the Company is controlled by Mr. Iurii Zhuravlov, who holds directly 74,01% of the Company's share capital. The remaining 25,99% of the shares is widely held.
For the purposes of these condensed consolidated interim financial statements, parties are considered to be related if one party has the ability to control the other party, is under common control, or can exercise significant influence over the other party in making financial or operational decisions. In considering each possible related party relationship, attention is directed to the substance of the relationship, not merely the legal form.
According to these criteria the related parties of the Group are divided into the following categories:
Salary costs of key management personnel for the six months ended 30 June 2017 and 30 June 2016 were as follows:
| 30 June 2017 | 30 June 2016 |
|---|---|
| 20 | |
| 29 | 5 |
| 160 | 25 |
| 131 |
Key management personnel include Directors (Executive and Non-Executive), the Chief Financial Officer, the Chief Agronomist, the Head of the Food Production Division and the Head of the Livestock Division.
(in USD thousand, unless otherwise stated)
| 30 June 2017 | 30 June 2016 | |
|---|---|---|
| Number of key management personnel, persons | 12 | 12 |
| Outstanding balances with related parties: | ||
| Loans receivable | 30 June 2017 | 31 December 2016 |
| d. Companies and individuals significantly influencing the Group and having an interest in equity of Group's companies |
||
| Mr Iurii Zhuravlov - Chief Executive Officer Total |
13 442 13 442 |
12 594 12 594 |
| Loans payable d. Companies and individuals significantly influencing the Group and having an interest in equity of Group's companies Mr Iurii Zhuravlov - Chief Executive Officer Total |
79 79 |
74 74 |
| The Group's transactions with related parties: | ||
| Finance income d. Companies and individuals significantly influencing the Group and having an interest in equity of Group's companies |
30 June 2017 | 30 June 2016 |
| Mr Iurii Zhuravlov - Chief Executive Officer | 842 | 1 249 |
| Total | 842 | 1 249 |
| Expenses | ||
| c. Key management personnel | 160 | 25 |
| Total | 160 | 25 |
(in USD thousand, unless otherwise stated)
A reportable segment is a separable component of a business entity that produces goods or provides services to individuals (or groups of related products or services) in a particular economic environment that is subject to risks and generates revenues other than risks and income of those components that are peculiar to other reportable segments.
Reportable segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. All reportable segments' results are reviewed regularly by the Group's CEO to make decisions about resources to be allocated to the segment and to assess its performance, and for which discrete financial information is available.
The operating businesses are organised and managed separately according to the nature of products and services provided, with each segment representing a strategic business unit that offers different products and serves different markets.
For the six months ended 30 June 2017 the Group identified the following reportable segments, which include products and services, that differ by levels of risk and conditions of generation of income:
No operating segments have been aggregated to form the above reportable operating segments.
Transfer prices between operating segments are on an arm's length basis in a manner similar to transactions with third parties.
Management monitors the operating results of each of the unit separately for the purpose of making decisions about resources allocation and evaluation of operating results.
Segment performance is evaluated based on operating profit or loss and is measured consistently with operating profit or loss in the condensed consolidated interim financial statements. Group financing (including finance expense and finance income) and income taxes, are managed on a group basis and are not allocated to operating segments.
The Group carries out its core financial and economic activities in the territory of Ukraine. Accordingly, the Group selects one geographical reportable segment.
(in USD thousand, unless otherwise stated)
Information by reportable segment is presented as follows:
| For the six months ended 30 June 2017 | Livestock | Plant | Other | Group | Total |
|---|---|---|---|---|---|
| breeding | level | ||||
| Total revenue | 2 043 | 14 332 | 340 | - | 16 715 |
| Inter-segment sales | (106) | (25) | (41) | - | (172) |
| External revenues | 1 937 | 14 307 | 299 | - | 16 543 |
| Net change in fair value less cost to sell of | |||||
| biological assets and agricultural produce | (298) | 7 750 | - | - | 7 452 |
| Expenses (excluding depreciation and | |||||
| amortisation | (1 561) | (13 092) | (203) | - | (14 856) |
| (Loss)/profit for the period (excluding | |||||
| depreciation and amortisation) | 78 | 8 965 | 96 | - | 9 139 |
| Depreciation and amortisation | (68) | (761) | (261) | - | (1 090) |
| (Loss)/profit before taxation from | |||||
| continuing operations | 10 | 8 204 | (165) | - | 8 049 |
| Reportable segment assets | 7 769 | 68 077 | 2 339 | 17 885 | 96 070 |
| Reportable segment liabilities | 901 | 6 656 | 138 | 9 813 | 17 508 |
| For the six months ended 30 June 2016 | Livestock | Plant breeding |
Other | Group level |
Total |
| Total revenue | 1 475 | 15 612 | 990 | - | 18 077 |
| Inter-segment sales | (69) | (12) | (647) | - | (728) |
| External revenues | |||||
| 1 406 | 15 600 | 343 | - | 17 349 | |
| Net change in fair value less cost to sell | (25) | 7 781 | (3) | - | 7 753 |
| of biological assets and agricultural | |||||
| produce | |||||
| Expenses (excluding depreciation and | |||||
| amortisation) | (2 030) | (16 496) | (157) | - | (18 683) |
| Loss for the period (excluding | (649) | 6 885 | 183 | - | 6 419 |
| depreciation and amortisation) | |||||
| Depreciation and amortisation | (67) | (1 135) | (30) | - | (1 232) |
| Loss before taxation from continuing operations |
(716) | 5 750 | 153 | - | 5 187 |
Information by reportable segments for the year ended 31 December 2016 is presented as follows:
| Reportable segment assets | 5 876 | 54 844 | 4 122 | 16 992 | 81 834 |
|---|---|---|---|---|---|
| Reportable segment liabilities | 76 | 990 | 150 | 9 543 | 10 759 |
(in USD thousand, unless otherwise stated)
The Group's operations are subject to seasonal fluctuations as a result of weather conditions. In particular, the cultivation of crops is adversely affected by winter weather conditions, which occur primarily from January to March. The first half of the year typically results in lower revenues and results for cultivations.
As a result of the annual cycle of crops producing and the Group's attempts to take an advantage of seasonal price changes by managing inventory in its storage facilities, the Group's Plant breeding segment is subject to seasonal fluctuations. Profits of this segment tend to be higher in the first half of a year.
According to the Cyprus Statistical Service, economic growth for 2016 was estimated at + 2,8% compared to 2015. Even though the financial services sector showed negative growth, there has been an increase in the Gross Domestic Product which is mainly attributed to the hotels, construction, manufacturing and the wholesale and retail trade sectors. The economic growth was mainly driven by the increase in private consumption, which benefited from the reduction in unemployment and the consequent increase in disposable income. The growth was also supported by the slower pace of reductions in public spending and the increase in investments. On 17 March 2017 the credit rating of the country rose from BB to BB +.
The Group conducts its operations mainly in Ukraine. Ukraine's political and economic situation has deteriorated significantly since 2014. Following political and social unrest in early 2014, in March 2014, various events in Crimea led to the accession of the Republic of Crimea to the Russian Federation, which was not recognised by Ukraine and many other countries. This event resulted in a significant deterioration of the relationship between Ukraine and the Russian Federation. Following the instability in Crimea, regional tensions have spread to the Eastern regions of Ukraine, primarily Donetsk and Lugansk regions. In May 2014, protests in those regions escalated into military clashes and armed conflict between supporters of the self-declared republics of the Donetsk and Lugansk regions and the Ukrainian forces, which continued throughout the date of these financial statements. As a result of this conflict, part of the Donetsk and Lugansk regions remains under control of the self-proclaimed republics, and Ukrainian authorities are not currently able to fully enforce Ukrainian laws on this territory.
Political and social unrest combined with the military conflict in the Donetsk and Lugansk regions has deepened the ongoing economic crisis, caused a fall in the country's gross domestic product and foreign trade, deterioration in state finances, depletion of the National Bank of Ukraine's foreign currency reserves, significant devaluation of the national currency and a further downgrading of the Ukrainian sovereign debt credit ratings. Following the devaluation of the national currency, the National Bank of Ukraine introduced certain administrative restrictions on currency conversion transactions, which among others included restrictions on purchases of foreign currency by individuals and companies, the requirement to convert 65% (2015: 75%) of foreign currency proceeds to local currency, a ban on payment of dividends abroad, a ban on early repayment of foreign loans and restrictions on cash withdrawals from banks. These events had a negative effect on Ukrainian companies and banks, significantly limiting their ability to obtain financing on domestic and international markets.
(in USD thousand, unless otherwise stated)
The final resolution and the effects of the political and economic crisis are difficult to predict but may have further severe effects on the Ukrainian economy.
Whilst management believes it is taking appropriate measures to support the sustainability of the Group's business in the current circumstances, a continuation of the current unstable business environment could negatively affect the Group's results and financial position in a manner not currently determinable. These consolidated financial statements reflect management's current assessment of the impact of the Ukrainian business environment on the operations and the financial position of the Group. The future business environment may differ from management's assessment.
The dangers which may arise from unexpected external factors such as competition, and the further deterioration of the market conditions cannot be ignored. In addition the current financial position of the Group, the uncertain economic conditions in Cyprus and Ukraine, the unavailability of finance, the blockage of funds, together with the current instability of the banking system and the anticipated overall future economic recession may hinder the management's effort to sustain the group as a going concern. However having regard to the fact that with the consent of the Noteholders, the Company has amended the terms and conditions of the Notes with an extension of maturity date and postponement of interest payments, the Board of Directors believes that the Company will remain a going concern and that no indications of any kind of threat of liquidation exists in the foreseeable future.
The condensed consolidated interim financial statements do not include any adjustments that would be necessary in case the Group was not able to continue operating as a going concern which could include:
The exposure of the Group to the economic environment and possible impact is disclosed in note 21 to the condensed consolidated interim financial statements.
As a result of unstable economic enviroment in Ukraine, tax authorities in Ukraine pay more and more attention to the business cycles. In connection with this, tax laws in Ukraine are subject to frequent changes. Furthermore, there are cases of their inconsistent application, interpretation and execution. Noncompliance with laws and regulations may lead to severe fines and penalties.
(in USD thousand, unless otherwise stated)
The Company operates in the Cypriot tax jurisdiction and its subsidiaries in tax jurisdiction of the respective countries of incorporation. The Group's management must interpret and apply existing legislation to transactions with third parties and its own activities. Significant judgment is required in determining the provision for direct and indirect taxes. There are transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.The Group's uncertain tax positions are reassessed by management at every reporting period end. Liabilities are recorded for income tax positions that are determined by management as more likely than not to result in additional taxes being levied if the positions were to be challenged by the tax authorities.
The assessment is based on the interpretation of tax laws that have been enacted or substantively enacted by the reporting period and any known court or other rulings on such issues. Liabilities for penalties, interest and taxes other than on income are recognised based on management's best estimate of the expenditure required to settle the obligations at the reporting period.
The Group considers that it operates in compliance with tax laws of Ukraine, although, a lot of new laws about taxes and transactions in foreign currency have been adopted recently, and their interpretation is rather ambiguous.
Since 1 January 2017 new procedure of VAT rules for agricultural producers has been implemented: special VAT treatment was changed to distribution of government grants by State Treasure Service.
In the course of its economic activities, the Group is involved in legal proceedings with third parties. In most cases, the Group is the initiator of such proceedings with the purpose of preventing or mitigating of economic losses.
The Group's management considers that as at the reporting period end, active legal proceedings on such matters will not have any significant influence on its financial position.
Most employees of the Group receive pension benefits from the Pension Fund, a Ukrainian Government organisation in accordance with the applicable laws and regulations of Ukraine. The Group is obliged to deduct and contribute a certain percentage of salaries to the Pension Fund to finance the benefits. The only obligation of the Group with respect to this pension plan is to make the specified contributions from salaries.
At 30 June 2017 and 31 December 2016 the Group's entities had no liabilities for any supplementary pensions, health care, insurance benefits or retirement indemnities to its current or former employees.
(in USD thousand, unless otherwise stated)
Leases
The Group had the following contractual obligations under land operating lease agreements as at 30 June 2017 and 31 December 2016:
| 30 June 2017 | 31 December 2016 |
|
|---|---|---|
| Less than 1 year | 2 816 | 3 570 |
| Between 1 to 5 years | 8 442 | 8 794 |
| More than 5 years | 5 525 | 3 774 |
| Total | 16 783 | 16 138 |
Plough-land is leased by the Group from individuals. The total size of leased plough-land at 30 June 2017 is 97 thousand hectares (31 December 2016: 116 thousand hectares). The average rental payment for leased plough-land in the six months ended 30 June 2017 ranges between 3% - 7% (year ended 31 December 2016: 3% - 4%) from the normative value of land.
Events referred to in note 21 to the condensed consolidated interim financial statements will continue to influence the Group's operations in 2017. While management believes it is taking all necessary measures to maintain the sustainability of the business in the current circumstances, a further deterioration of economic and political conditions in Ukraine could adversly affect the Group's results and financial position, so that it is currently impossible to predict.
On 29 August 2017 the Board of Directors of Agroton Public Limited approved and authorised these condensed consolidated interim financial statements for issue.
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