Interim / Quarterly Report • Aug 30, 2016
Interim / Quarterly Report
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CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)
For the six monts ended 30 June 2016
| 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 - 29 |
| 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 |
In accordance with article 9(3)(c) and (7) of ttre Transparency Requirements (Securities Listed for Trading on a Regulated Market) Law of 2007 (the "Law"), as amended from time to time, we, the Members of the Board of Direotors and the Company official responsible for the drafting of the condensed consolidated interim financial statements of Agroton Public Limited (the "Company") for the six months ended 30 June 2016, confrm that to the best of our knowledge:
| Members of the Board of Directors: | |
|---|---|
| Iurii Zhuravlov | |
| Tamara Lapta | |
| Larysa Orlova | |
| Borys Supikhanov | '/124Lld/4 ra-, |
| Volodymyr Kudryavtsev |
Company official responsible for the the Company for the six months ended 3 hg/ottn" condense/i cplnsolidated interim financial statements of trte20I6: V
| Larysa Orlova | |
|---|---|
Nicosia, 25 August 2016
(in USD thousand, unless otherwise stated)
| Note | 30 June 2016 | 30 June 2015 | |
|---|---|---|---|
| Continuing operations | |||
| Revenue | 4 | 17 349 | 17 872 |
| Cost of sales | 5 | (16 066) | (17 351) |
| Net change in fair value less cost to sell of biological assets and | |||
| agricultural produce | 7 753 | (206) | |
| Gross profit | 9 036 | 315 | |
| Other operating income | 6 | 1 063 | 2 489 |
| Administrative expenses | (786) | (957) | |
| Distribution expenses | (132) | (382) | |
| Other operating expenses | 7 | (1 302) | (55) |
| Operating profit | 7 879 | 1 410 | |
| Finance income | 8 | 1 254 | 1 883 |
| Finance costs | 8 | (3 946) | (21 515) |
| Net finance costs | (2 692) | (19 632) | |
| Profit/(Loss) before taxation | 5 187 | (18 222) | |
| Taxation | - | - | |
| Profit/(Loss) from continuing operations | 5 187 | (18 222) | |
| Discontinued operations | |||
| Loss from discontinued operations | 15 | - | (5) |
| Profit/(Loss) | 5 187 | (18 227) | |
| Other comprehensive income | |||
| Items that are or may be reclassified subsequently to profit or loss | |||
| Effect of translation into presentation currency | 1 363 | 10 718 | |
| Total comprehensive income/(expense) | 6 550 | (7 509) | |
| Profit/(Loss) attributable to: | |||
| Owners of the Company | 5 183 | (18 220) | |
| Non-controlling interests | 4 | (7) | |
| 5 187 | (18 227) | ||
| Total comprehensive income/(expense) attributable to: | |||
| Owners of the Company | 6 549 | (7 484) | |
| Non-controlling interests | 1 | (25) | |
| 6 550 | (7 509) | ||
| Profit/(loss) per share | |||
| Basic and fully diluted profit/(loss) per share (USD) | 0,30 | (0,84) | |
| Profit/(loss) per share – continuing operations | |||
| Basic and fully diluted profit/(loss) per share (USD) | 0,30 | (0,84) |
| Note | 30 June 2016 3I December | 20t5 | |
|---|---|---|---|
| Assets | |||
| Property, plant and equipment | 5 102 | < 141 | |
| Intangible assets | 7 581 | 8 851 | |
| Biological assets | l0 | 2 023 | 541 |
| Total non-current assets | 15 306 | t6 134 | |
| Inventories | 12 | 6 465 | t9 803 |
| Biological assets | l0 | 24 454 | 5 086 |
| Investments desigrrated at fair value through profit or loss | 255 | 255 | |
| Trade and other receivables | l3 | 459 | 3 588 |
| Loans receivable | il | 17 585 | 16 336 |
| Assets held for sale | l5 | t9 | 20 |
| Cash and cash equivalents | T4 | t4 768 | 8 575 |
| Total current assets | 65 005 | 53 663 | |
| Total assets | 80 3ll | 69 797 | |
| Equity | |||
| Share capital | 661 | 661 | |
| Share premium | 88 532 | 88 532 | |
| Retained eamings | (43 336) | (48 sre) | |
| Foreign currency translation reserve | 6 513 | 5 147 | |
| Total equity attributable to owners of the Company | 52 370 | 45 821 | |
| Non-controlling interests | 201 | 200 | |
| Total equity | 52 571 | 46 021 | |
| Liabilities | |||
| Loans and borrowings | t6 | 2t 298 | 20 711 |
| Total non-current liabilities | 21 298 | 20 7tl | |
| Loans and borrowings | t6 | 2 090 | r 899 |
| Trade and other payables | I7 | 4 229 | I 043 |
| Income tax liability | l12 | ||
| Liabilities held for sale | l5 | ll | t12ll |
| Total current liabilities | 6 442 | 3 065 | |
| Total liabilities | 27 740 | 23 776 | |
| Total equity and liabilities | 80 3ll | 69 797 |
On 25 August 2016 the Board of Directors of Agroton Public and thorised these condensed
Chief Executive Officer Chief I Officer
Larysa
The notes on pages 8 to 29 are an integral part of these condensed consolidated interim frnancial statements.
For the six months ended 30 June 2016
(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 2015 | 661 | 88 532 | (38 878) | (5 877) | 44 438 | 200 | 44 638 |
| Total comprehensive income | |||||||
| Loss for the period | - | - | (18 220) | - | (18 220) | (7) | (18 227) |
| Other comprehensive income/(expense) | - | - | - | 10 736 | 10 736 | (18) | 10 718 |
| Other comprehensive income/(expense) | - | - | (18 220) | 10 736 | (7 484) | (25) | (7 509) |
| Balance at 30 June 2015 | 661 | 88 532 | (57 098) | 4 859 | 36 954 | 175 | 37 129 |
| 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 |
| Total comprehensive income/(expenses) for the year |
- | - | 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 |
The notes on pages 8 to 29 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)
| Cash flows from operating activities: Profit/(Loss) for the period 5 187 (18 227) Adjustments for: Depreciation 452 1 245 Amortisation 780 1 643 Impairment of inventories 7 947 - (Gain)/Loss from changes in fair value less cost to sell of biological assets and agriculture produce (7 753) 206 Impairment of trade and other receivables 7 109 - Impairment of property, plant and equipment 7 - Reversal of provision for bad debts (193) (428) Reversal of impairment of inventories (425) - Interest income 8 (1 249) (1 883) Interest expense 8 777 619 Trade payables written-off 6 (2) - Bad debts written-off - 14 Loss on disposal of property, plant and equipment 7 1 - Loss on disposal of intangible assets 163 - Foreign exchange loss 8 3 169 20 863 Cash flow from operations before working capital changes 1 970 4 052 Decrease in inventories 11 846 17 361 Increase in biological assets (11 858) (10 524) Decrease/(Increase) in trade and other receivables 2 046 (1 276) (Decrease)/Increase in trade and other payables 3 147 (387) Net cash from operating activities 7 151 9 226 Cash flow from investing activities Acquisition of property, plant and equipment (614) (112) Proceeds from disposal of property, plant and equipment - 8 Interest received 8 4 - Net cash used in investing activities (610) (104) Net decrease in cash and cash equivalents 6 541 9 122 Cash and cash equivalents at the beginning of the period 8 575 5 206 Effect from translation into presentation currency (348) (8 361) 14 Cash and cash equivalents at the end of the period 14 768 5 967 |
Note | 30 June 2016 | 30 June 2015 |
|---|---|---|---|
(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 |
Ownership Interest |
|---|---|---|---|
| 30.06.2016 | 31.12.2015 | ||
| 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 | 94,58 % |
94,58 % |
| 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 2016 and as at the date of issue of these condensed consolidated interim financial statements were distributed as follows:
| 30 June 2016 | 25 August 2016 | |||
|---|---|---|---|---|
| Shareholder | Number of Shares |
Ownership interest, % |
Number of Shares |
Ownership interest, % |
| Mr. Iurii Zhuravlov | 14 848 783 | 68,52 % |
14 848 783 | 68,52 % |
| Others | 6 821 217 | 31,48 % |
6 821 217 | 31,48 % |
| 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 2016 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 2016 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 2015.
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 2016 | Average for the six months ended 30 June 2016 |
31 December 2015 |
Average for the six months ended 30 June 2015 |
31 December 2014 |
|---|---|---|---|---|---|
| US dollar - UAH | 24,8544 | 25,4578 | 24,0007 | 21,3649 | 15,7686 |
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 2015.
(in USD thousand, unless otherwise stated)
| 30 June 2016 | 30 June 2015 |
|---|---|
| 17 006 | 17 535 |
| 343 | 337 |
| 17 349 | 17 872 |
Revenue generated from sale of goods was as follows:
| 30 June 2016 | 30 June 2015 | |
|---|---|---|
| Livestock and related revenue | 1 406 | 1 401 |
| Winter wheat | 1 856 | 3 299 |
| Sunflower | 13 560 | 12 579 |
| Corn in grain | 158 | 182 |
| Other agricultural crops | 26 | 74 |
| Total | 17 006 | 17 535 |
Sales volume for main agricultural products in tonnes was as follows:
| 30 June 2016 tonnes |
30 June 2015 tonnes |
|
|---|---|---|
| Winter wheat | 2 979 | 33 519 |
| Sunflower | 40 013 | 37 367 |
| Corn in grain | 3 746 | 1 925 |
| Total | 46 738 | 72 811 |
Sales volume for milk yield for the six months ended 30 June 2016 was 5 995 thousand tonnes (30 June 2015: 5 285 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 2016 | 30 June 2015 |
|---|---|
| 1 785 | 3 325 |
| 14 129 | 14 006 |
| 152 | 20 |
| 16 066 | 17 351 |
(in USD thousand, unless otherwise stated)
| 30 June 2016 | 30 June 2015 | |
|---|---|---|
| Government grants | - | 2 |
| VAT grant | 441 | 1 597 |
| Reversal of provision for bad debts | 193 | 428 |
| Reversal of impairment of inventories | 425 | - |
| Trade payables written-off | 2 | - |
| Other income | 2 | 462 |
| Total | 1 063 | 2 489 |
| 30 June 2016 | 30 June 2015 | |
|---|---|---|
| Depreciation charge | 6 | 4 |
| Impairment of trade and other receivables | 109 | - |
| Bad debts written-off | - | 14 |
| Loss on disposal of property, plant and equipment | 1 | - |
| Loss on write-off and impairment of non-current assets | - | 7 |
| Loss on disposal of land lease rights | 163 | - |
| Impairment of inventories | 947 | - |
| Other expenses | 76 | 30 |
| Total | 1 302 | 55 |
| 30 June 2016 | 30 June 2015 | |
|---|---|---|
| Interest income | 1 254 | 1 883 |
| Finance income | 1 254 | 1 883 |
| Interest on non-bank loans | (191) | (158) |
| Interest on notes | (586) | (461) |
| Bank charges | - | (33) |
| Loss on foreign exchange differences | (3 169) | (20 863) |
| Finance costs | (3 946) | (21 515) |
| Net finance costs | (2 692) | (19 632) |
(in USD thousand, unless otherwise stated)
During the six months ended 30 June 2016, the Group acquired items of property, plant and equipment with a cost of USD 614 thousand (the six months ended 30 June 2015: USD 112 thousand).
Biological assets were presented as follows:
| 30 June 2016 | 31 December 2015 |
|
|---|---|---|
| Crops under cultivation | 23 573 | 3 732 |
| Animals in growing and fattening | 881 | 1 354 |
| Total current biological assets | 24 454 | 5 086 |
| Cattle | 2 015 | 1 533 |
| Other | 8 | 8 |
| Total non-current biological assets | 2 023 | 1 541 |
| Total | 26 477 | 6 627 |
At 30 June 2016 and 31 December 2015 the crops under cultivation were presented as follows:
| 30 June 2016 | 31 December 2015 | |||
|---|---|---|---|---|
| Thousands of hectares |
Carrying values |
Thousands of hectares |
Carrying values |
|
| Winter wheat plantings | 36 | 7 244 | 36 | 3 659 |
| Sunflower plantings | 37 | 15 403 | - | - |
| Corn plantings | 4 | 548 | - | - |
| Other plantings | 2 | 378 | 1 | 73 |
| Total | 79 | 23 573 | 37 | 3 732 |
The main crops harvested and the fair value at the time of harvesting was as follows:
| 30 June 2016 | 30 June 2015 | |||
|---|---|---|---|---|
| Volume, tonnes |
Amount, USD thousand |
Volume, tonnes |
Amount, USD thousand |
|
| Winter wheat | - | - | 852 | 116 |
| Other sowing | 22 858 | 361 | 11 414 | 158 |
| Total | 22 858 | 361 | 12 266 | 274 |
(in USD thousand, unless otherwise stated)
Other sowing mainly includes grass plants for production of animal feed.
Expenses capitalised in biological assets mainly include fertilisers, fuel, seeds, labour and the operating lease rentals.
Non-current biological assets:
| 30 June 2016 | 31 December 2015 | |||
|---|---|---|---|---|
| Number, heads |
Fair value |
Number, heads |
Fair value |
|
| Cattle | 3 090 | 2 015 | 2 445 | 1 533 |
| Horses | 8 | 8 | 8 | 8 |
| Total | 2 023 | 1 541 |
Animals in growing and fattening:
| 30 June 2016 | 31 December 2015 | |||
|---|---|---|---|---|
| Number, heads |
Fair value |
Number, heads |
Fair value |
|
| Cattle | 2 527 | 873 | 3 204 | 1 354 |
| Horses | 12 | 8 | - | - |
| Total | 881 | 1 354 |
Expenses capitalised in biological assets of animals include mixed folder, electricity, labour, depreciation and other.
| Note | 30 June 2016 | 31 December 2015 |
|
|---|---|---|---|
| Current assets | |||
| Loans to related parties | 18 | 13 855 | 12 930 |
| Loans to third parties | 3 730 | 3 406 | |
| Total | 17 585 | 16 336 |
(in USD thousand, unless otherwise stated)
| 30 June 2016 | 31 December 2015 |
|
|---|---|---|
| Raw materials | 432 | 898 |
| Work-in-progress | 3 403 | 2 942 |
| Agricultural produce | 406 | 15 111 |
| Finished goods | 990 | 2 |
| Other | 1 234 | 850 |
| Total | 6 465 | 19 803 |
Work in progress includes expenditure capitalised in respect of 17 thousand hectares (31 December 2015: 99 thousand hectares) of plough land prepared for sowing in the current or following year.
(in USD thousand, unless otherwise stated)
The main agricultural produce was as follows:
| 30 June 2016 | 31 December 2015 |
|
|---|---|---|
| Winter wheat | 82 | 591 |
| Sunflower | 12 | 13 722 |
| Corn | 36 | 310 |
| Other agricultural crops | 276 | 488 |
| Total | 406 | 15 111 |
The main agricultural produce volume in tonnes was as follows:
| 30 June 2016 | 31 December 2015 |
|
|---|---|---|
| Winter wheat | 1 010 | 5 780 |
| Sunflower | 103 | 46 852 |
| Corn | 342 | 5 131 |
| Total | 1 455 | 57 763 |
At 30 June 2016 there were no loans secured by inventories (2015: nil).
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 21 thousand (for the six months ended 30 June 2015: nil).
| Note | 30 June 2016 | 31 December 2015 |
|---|---|---|
| Trade receivables Provision for impairment of receivables |
741 (405) |
1 147 (349) |
| Trade receivables, net | 336 | 798 |
| Prepayments to suppliers | 496 | 2 706 |
| Other receivables | 33 769 | 33 536 |
| Provision for impairment of prepayments and other receivables | (33 469) | (33 650) |
| VAT recoverable | 327 | 198 |
| Total | 1 459 | 3 588 |
(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 2016 | 31 December 2015 |
|
|---|---|---|
| Cash at bank - USD | 14 661 | 5 438 |
| Cash at bank - UAH | 31 | 3 128 |
| Cash in hand | 76 | 9 |
| Total | 14 768 | 8 575 |
The assets and liabilities of subsidiary companies Agro-Svinprom LLC and Belokurakinskiy livestock complex LLC, operating in pig-breeding, have been presented as held for sale following the Management decision in July 2011 and December 2013 respectively to dispose both companies.
In this respect the Management of the Group has advertised their intention for the sale of the two subsidiaries to the public media, for attraction of prospective new investors. Belokurakinskyi livestock complex LLC was disposed on 14 April 2014.
(in USD thousand, unless otherwise stated)
| 30 June 2016 | 30 June 2015 | ||
|---|---|---|---|
| Administrative expenses | - | (5) | |
| Operating loss for the year | - | (5) | |
| Loss for the year | - | (5) |
Held for sale
At 30 June 2016 the disposal group comprised the following assets and liabilities:
| 30 June 2016 | 31 December 2015 |
|
|---|---|---|
| Assets classified as held for sale | ||
| Property, plant and equipment | 19 | 20 |
| Total | 19 | 20 |
| Liabilities classified as held for sale | ||
| Trade and other payables | (11) | (11) |
| Total | (11) | (11) |
| Net assets | 8 | 9 |
| 16. LOANS AND BORROWINGS |
||
| 30 June 2016 | 31 December 2015 |
|
| Non-current liabilities | ||
| Notes | 21 298 | 20 711 |
| 21 298 | 20 711 | |
| Current liabilities | ||
| Loan from owner | 2 090 | 1 899 |
| 2 090 | 1 899 | |
| Total loans and borrowings | 23 388 | 22 610 |
(in USD thousand, unless otherwise stated)
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.
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:
(in USD thousand, unless otherwise stated)
Notes (cont.)
On 19 April 2014 the Company has purchased Notes in an aggregate principal amount of USD 22 100 000.
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 11 January 2016 the Company has secured a fourth consent of the Noteholders to postpone to 14 January 2017 the interest payment that was due for payment to Noteholders on 14 January 2016.
The following subsidiaries are acting as surety providers:
(in USD thousand, unless otherwise stated)
Notes (cont.)
In February 2013 subsidiary company AF named by Shevchenko has been sold to a third party and subsequently released from its suretyship in respect of the Notes.
| 30 June 2016 | 31 December 2015 |
|
|---|---|---|
| Trade payables | 467 | 184 |
| Payroll and related expenses accrued | 385 | 372 |
| Advances received | 1 966 | 13 |
| Liabilities for other taxes and mandatory payments | 55 | 156 |
| VAT payable | 12 | - |
| Payable for operating lease of land | 1 305 | 249 |
| Accrued expenses | 11 | 37 |
| Other provisions | 9 | 13 |
| Other liabilities | 19 | 19 |
| Total | 4 229 | 1 043 |
As at 30 June 2016 and the date of this report, the Company is controlled by Mr. Iurii Zhuravlov, who holds directly 68,52% of the Company's share capital. The remaining 31,48% 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:
(in USD thousand, unless otherwise stated)
Salary costs of key management personnel for the six months ended 30 June 2016 and 30 June 2015 were as follows:
| 30 June 2016 | 30 June 2015 | |
|---|---|---|
| Wages and salaries | 20 | 31 |
| Contributions to social funds | 5 | 9 |
| Total | 25 | 40 |
Key management personnel include Directors (Executive and Non-Executive), the Chief Financial Officer, the Chief Agronomist, the Head of the Food Production Division and the Head of the Livestock Division.
| 30 June 2016 | 30 June 2015 | |
|---|---|---|
| Number of key management personnel, persons | 12 | 12 |
| Outstanding balances with related parties: | ||
| Loans receivable | 30 June 2016 | 31 December 2015 |
| d. Companies and individuals significantly influencing the Group and having an interest in equity of Group's companies |
||
| Mr Iurii Zhuravlov - Chief Executive Officer | 13 855 | 12 930 |
| Total | 13 855 | 12 930 |
| 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 | 2 090 | 1 899 |
| Total | 2 090 | 1 899 |
| The Group's transactions with related parties: | ||
| Finance income | 30 June 2016 | 30 June 2015 |
| d. Companies and individuals significantly influencing the Group and having an interest in equity of Group's companies |
||
| Mr Iurii Zhuravlov - Chief Executive Officer | 1 249 | 1 611 |
| Total | 1 249 | 1 611 |
| Expenses | ||
| c. Key management personnel | 25 | 40 |
| Total | 25 | 40 |
(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 2016 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:
| Total | ||||
|---|---|---|---|---|
| 1 475 | 15 612 | 990 | - | 18 077 |
| (69) | (12) | (647) | - | (728) |
| 1 406 | 15 600 | 343 | - | 17 349 |
| 7 753 | ||||
| (18 683) | ||||
| 6 419 | ||||
| (67) | (1 135) | (30) | - | (1 232) |
| (716) | 5 750 | 153 | - | 5 187 |
| 6 274 | 54 220 | 1 977 | 17 840 | 80 311 |
| 345 | 25 110 | 2 173 | 112 | 27 740 |
| Livestock | Plant | Other | Group | Total |
| 18 107 | ||||
| (104) | (105) | (26) | - | (235) |
| 1 425 | 16 443 | 4 | - | 17 872 |
| 67 | (273) | - | - | (206) |
| (3 888) | (29 101) | (11) | - | (33 000) |
| (2 396) | (12 931) | (7) | - | (15 334) |
| (937) | (1 942) | (9) | - | (2 888) |
| Livestock (25) (2 030) (649) 1 529 |
Plant breeding 7 781 (16 496) 6 885 breeding 16 548 |
Other (3) (157) 183 30 |
Group level - - - level - |
Information by reportable segments for the year ended 31 December 2015 is presented as follows:
| Reportable segment assets | 5 686 | 46 133 | 1 388 | 16 590 | 69 797 |
|---|---|---|---|---|---|
| Reportable segment liabilities | 68 | 21 676 | 1 920 | 112 | 23 776 |
(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.
The Cyprus economy has been adversely affected during the last few years by the economic crisis. The negative effects have to some extent been resolved, following the negotiations and the relevant agreements reached with the European Commission, the European Central Bank and the International Monetary Fund (IMF) for financial assistance which was dependent on the formulation and the successful implementation of an Economic Adjustment Program. The agreements also resulted in the restructuring of the two largest (systemic) banks in Cyprus through a "bail in".
The Cyprus Government has successfully completed earlier than anticipated the Economic Adjustments Program and exited the IMF program on 7 March 2016, after having recovered in the international markets and having only used €7,25 of the total €10 billion earmarked in the financial bailout. Under the new Euro area rules, Cyprus will continue to be under surveillance by its lenders with bi-annual post-programme visits until it repays 75% of the economic assistance it received.
Although there are signs of improvement, especially in the macroeconomic environment of the country's economy, significant challenges remain that could affect the estimates of the Company's cash flows and its assessment of impairment of financial and non-financial assets.
The Company's management is unable to predict all developments which could have an impact on the Cyprus economy and consequently, what effect, if any, they could have on the future financial performance, cash flows and financial position of the Company.
On the basis of the evaluation performed, the Company's management has concluded that no provisions or impairment charges are necessary.
The Company's management believes that it is taking all the necessary measures to maintain the viability of the Company and the development of its business in the current business and economic environment.
(in USD thousand, unless otherwise stated)
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% 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.
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 condensed consolidated interim 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.
(in USD thousand, unless otherwise stated)
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. Non-compliance with laws and regulations may lead to severe fines and penalties.
The Company operates in the Cypriot tax jurisdiction and its subsidiaries in tax jurisdiction of the respective countries of incorporation. The Group's management must interpret and apply existing legislation to transactions with third parties and its own activities. Significant judgment is required in determining the provision for direct and indirect taxes. There are transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.The Group's uncertain tax positions are reassessed by management at every reporting period end. Liabilities are recorded for income tax positions that are determined by management as more likely than not to result in additional taxes being levied if the positions were to be challenged by the tax authorities.
The assessment is based on the interpretation of tax laws that have been enacted or substantively enacted by the reporting period and any known court or other rulings on such issues. Liabilities for penalties, interest and taxes other than on income are recognised based on management's best estimate of the expenditure required to settle the obligations at the reporting period.
In December 2010, the revised Tax Code of Ukraine was officially published. In its entirety, the Tax Code of Ukraine became effective on 1 January 2011, while some of its provisions took effect later. Apart from changes in CIT rates from 1 April 2011 and planned abandonment of VAT refunds for agricultural industry from 1 January 2018, respectively, the Tax Code also changes various other taxation rules.
(in USD thousand, unless otherwise stated)
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.
In accordance with recent tax legislation changes, in 2016 the following VAT payment changes will be apply to agricultural producers:
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 2016 and 31 December 2015 the Group's entities had no liabilities for any supplementary pensions, health care, insurance benefits or retirement indemnities to its current or former employees.
The Group had the following contractual obligations under land operating lease agreements as at 30 June 2016 and 31 December 2015:
| 30 June 2016 | 31 December 2015 |
|
|---|---|---|
| Less than 1 year | 3 551 | 2 883 |
| Between 1 to 5 years | 8 621 | 6 889 |
| More than 5 years | 2 962 | 874 |
| Total | 15 134 | 10 646 |
(in USD thousand, unless otherwise stated)
Plough-land is leased by the Group from individuals. The total size of leased plough-land at 30 June 2016 is 116 thousand hectares (31 December 2015: 122 thousand hectares). The average rental payment for leased plough-land in the six months ended 30 June 2016 ranges between 3% - 7% (year ended 31 December 2015: 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 2016. While the management believe 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.
As at 27 July 2016 the Group announced their intention to repurchase or redeem the remaining outstanding Notes before their scheduled maturity date.
On 25 August 2016 the Board of Directors of Agroton Public Limited approved and authorised these condensed consolidated interim financial statements for issue.
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