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AC S.A. — Annual Report 2017
May 1, 2018
5485_rns_2018-05-01_cf615d23-f8de-445e-8870-7e71004123cc.pdf
Annual Report
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IMC S.A. and its subsidiaries
Consolidated financial statements For the year ended 31 December 2017
and Report of the the réviseur d'entreprises agréé
CONTENTS
| Pages | |
|---|---|
| Statement of Board of Directors responsibilities | 3 |
| Board of Directors statement | 4 |
| Management report | 5 |
| Corporate governance statement | 20 |
| Report of the the réviseur d'entreprises agréé | 24 |
| Consolidated financial statements | |
| for the year ended 31 December 2017 | |
| Consolidated statement of comprehensive income | 30 |
| Consolidated statement of financial position | 31 |
| Consolidated statement of changes in equity | 32 |
| Consolidated statement of cash flows | 33 |
| Notes to the Consolidated financial statements | 35 |
Statement of Board of Directors responsibilities for preparation and approval of Consolidated financial statements for the year ended 31 December 2017
The Board of Directors of the Group of companies "IMC" (the Group) is responsible for preparing the Consolidated financial statements which reflect in all material aspects the financial position of the Group as at 31 December 2017, as well as the results of its activities, cash flows and changes in equity for the year then ended in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union.
In preparing Consolidated financial statements the Board of Directors is responsible for:
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selecting appropriate accounting policies and their consistent application;
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making reasonable measurement and calculation;
-
following principles of IFRS as adopted by the European Union or disclosing all considerable deviations from IFRS in the notes to Consolidated financial statements;
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preparing Consolidated financial statements of the Group on the going concern basis, except for the cases when such assumption is not appropriate;
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accounting and disclosing in the Consolidated financial statements all the relations and transactions between related parties;
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accounting and disclosing in the Consolidated financial statements all subsequent events that would result in an adjustment or a disclosure;
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disclosing all claims related to previous or potential legal proceedings;
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disclosing in the Consolidated financial statements all the loans or guarantees to the Management.
The Board of Directors is also responsible for:
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development, implementation and control over effective and reliable internal control system in the Group;
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keeping accounting records in compliance with the legislation and accounting standards of the respective country of the Group's registration;
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taking reasonable steps within its cognizance to safeguard the assets of the Group;
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detecting and preventing from fraud and other irregularities.
These Consolidated financial statements as at 31 December 2017 prepared in compliance with IFRS as approved by the European Union are approved on behalf of the Board of Directors on 25 April 2018.
On behalf of the Board of Directors:
Chief Executive Officer ALEX LISSITSA ______signed________
Chief Financial Officer DMYTRO MARTYNIUK ______signed________
Board of Directors statement
This statement is provided to confirm that, to the best of our knowledge, the Consolidated financial statements for the year ended 31 December 2017, and the comparable information, have been prepared in compliance with International Financial Reporting Standards as issued by the International Accounting Standards Board and as adopted by the European Union and give a true, fair and clear view of Group's assets, financial standing and net results, and that the directors' report on the operations truly reflects the development, achievements and position of the Group, including a description of the key risk factors and threats.
On behalf of the Board of Directors:
Chief Executive Officer ALEX LISSITSA ______signed________ Chief Financial Officer DMYTRO MARTYNIUK ______signed________
4
Management report
-
- Business and General Conditions
-
- Operational and Financial Results
-
- Risk report
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- Selected Financial Data
1. Business and General Conditions
Macro-economic development
World economy
In 2017 unfavorable and unstable weather conditions in major production regions of corn and soybean resulted in some decrease of global production of corn (-3%) and soybean (-1%). 2017/18 MY is the first season for the last 5 years when the global corn stocks decreased (-11.6%), which caused upward price trend for corn (+3% 2017 vs. 2016 and +17% in Q1 2018 vs December 2017).
Soybean prices n 2017 fluctuated the same level as in 2016. Wheat prices demonstrated some minor growth (+2-4%).
Ukraine continue to be the key global exporter of corn (#4), wheat (#6), sunflower oil and sunflower meal (#1).
According to the United States Department of Agriculture (USDA report, February 2018) the following results are forecast for IMC's main crops in 2017/18 MY:
Corn
Global corn production in 2017/18 MY - 1 041.7 mln MT, - 3% vs. 2016/17 MY
Global corn consumption in 2017/18 MY - 1068.4 mln MT, + 0.7% vs. 2016/17 MY
Global corn ending stocks in 2017/18 MY - 203 .1 mln MT, -11.6% vs. 2016/17 MY
Wheat
Global wheat production in 2017/18 MY – 758.2 mln MT, +1% vs. 2016/17 MY
Global wheat consumption in 2017/18 MY - 744.8 mln MT, +0.7% vs. 2016/17 MY
Global wheat ending stocks in 2017/18 MY - 266.1 mln MT, +5% vs. 2016/17 MY
Soybean
Global soybean production in 2017/18 MY – 346.9 mln MT (-1% vs. 2016/17)
Global soybean crushing in 2017/18 MY – 300.1 (+4% vs. 2016/17)
Global soybean ending stocks in 2017/18 MY – 98.1 (+2% vs. 2016/17)
Ukrainian economy
According to different estimations, GDP of Ukraine in 2017 grew by 2% (vs. growth of 2.3% in 2016; decline of 9.9% in 2015 and decline of 6.6% in 2014).
According to the State Statistic Service of Ukraine inflation in Ukraine in 2017 amounted to 13.7% (vs. 12.4% in 2016, 43.3% in 2015 and 24.9% in 2014).
The national currency (hryvnia) devaluated by 3.1% in 2017 (vs. 11.7% in 2016 and 34% in 2015).
2017 year was the extremely difficult for the agrarians in Ukraine, when because of the cold spring, arid summer and heavy rains in the autumn productivity of the majority of crops decreased versus 2016 year. As a result, total production of grain and leguminous in 2017 is preliminary estimated by State Statistics Service of Ukraine to the amount of 61.3 million tonnes (-7.3% vs. 2016), the harvest of sunflower – 12.2 million tonnes (-10.7% vs. 2016).
IMC S.A. AND ITS SUBSIDIARIES Consolidated financial statements
Taxation changes
Since 1 January 2017 VAT benefit for farmers in Ukraine has been cancelled (in 2016 Ukrainian farmers had VAT benefit, allowing retaining a portion of VAT payments as follows: 80% by cattle farmers (with 20% channeled to the state budget), 15% by crop farmers, and 50% by all other producers)). In 2017, VAT for farmers in Ukraine was administrated in a standard way (including VAT refund on export of grain).
Development of IMC S.A. and its Subsidiaries (the hereinafter «the Group » or «IMC»)
Business overview
Today IMC is the vertically integrated and high-technology group of companies operating in Sumy, Poltava and Chernihiv region (northern and central Ukraine) in three segments: crop farming, dairy farming, elevators and warehouses.
Crop farming
The land bank of the company consists of five clusters within which the fields are situated close to each other. This allows increasing extensively the operational efficiency, and decreasing the expenditure through optimizing of human and technical resources involvement, as well as promoting of effective operational management.
IMC applies modern manufacturing and management practice in agriculture, and constantly invests in acquisition of new farming machinery and equipment of the leading world brands.
On the fields of IMC the system of different depth soil cultivation is applied: deep ripping, ploughing, disking, and cultivation. Rotation of these cultivation methods allows creating the optimal conditions for growing and development of agricultural crops.
The IMC technology for crop farming anticipates using of seeds, fertilizers, and crop-protecting products only from the best national and foreign manufacturers.
The elements of precision farming are tested and introduced, such as: systems for GPS-monitoring of the machinery, auto-piloting, satellite monitoring, variable norms for seeding, and differentiated fertilization.
Dairy farming
Dairy farming supplies high quality milk for customers-processing enterprises and ensures working places in the regions.
The major portion of milk which IMC produces is rated as a milk of Extra category and the rest – as category I. IMC is one of the few industrialized milk producers which has an Operational permit for Baby Food Products, allowing it to sell milk to baby-food processing plants. This is another evidence of the high quality of the produced milk by the Company.
Elevators and warehouses
IMC owns and operates storage facilities with significant storage capacity situated in close proximity to its operations in each of its clusters.
The Company utilizes only its own storage facilities. The existing storage capacities satisfy 100% of the Company's storage needs with sufficient capacity to meet its projected increased production in the short-term.
The existing storage capacities enable IMC to sell its produce throughout the marketing season, to reduce negative impact of crop pressure on prices at harvest time and at the same time to mitigate risks related to physical security of stocks.
The Company also leases excess storage capacity to the third parties.
IMC S.A. AND ITS SUBSIDIARIES Consolidated financial statements
Corporate structure
The parent company of the Group of companies "IMC" is IMC S.A. It is a limited company registered in accordance with the legislation of Luxembourg. As at year end 2017, IMC S.A. has two subsidiaries, Unigrain Holding Limited and Negoce Agricole S.A.
Unigrain Holding Limited is a direct subsidiary company of IMC S.A. and the parent company of Burat-Agro LLC, Burat LLC, Chernihiv Industrial Milk Company LLC, PJSC Mlibor. In addition, PJSC PKZ belongs directly to Burat LLC and the subsidiary company Zemelniy Kadastroviy Centr Plus belongs directly to Chernihiv Industrial Milk Company LLC.
In 2011 IMC S.A. purchased (indirectly, through its direct subsidiary company Unigrain Holding Limited) the silo PJSC Vyryvske HPP and the following agrarian companies:
- PAE Slavutich
- PE Progress 2010
- PAE Promin
- AF Kalynivska-2005, Ltd
- AF Zhovtneva, Ltd
- AF Shid-2005, Ltd
- AIE Vyrynske, Ltd
- Pisky, Ltd
- SE Vyry-Agro
On November 30, 2011 to decrease expenses and to improve management quality the agrarian companies PAE Slavutich and PE Progress 2010 were joined to Chernihiv Industrial Milk Company LLC, and PAE Promin was joined to Burat-Agro LLC.
On August 30, 2011 owing to increase of volumes of export sales of the Group the direct subsidiary company Unigrain Holding Limited established Aristo Eurotrading Ltd (BVI).
During the 12-month period ended 31 December 2012 IMC S.A. purchased (indirectly, through its direct subsidiary company Unigrain Holding Limited and Burat-Agro LLC belongs directly to Unigrain Holding Limited) the following agrarian companies:
- Ukragrosouz KSM, Ltd
- PAC Slobozhanschina Agro
- Bluerice Limited. The following companies became the part of the Group, as their owner is Bluerice Limited: Agroprogress Holding Ltd, Agroprogress PE, Bobrovitsky Hlebzavod Ltd, Plemzavod Noviy Trostyanets Ltd, PJSC ''Bobrovitske HPP", Losinovka-Agro Ltd, Parafiyivka-Progress Ltd, Nosovsky Saharny Zavod Ltd.
In November 2013 owing to increase of volumes of export sales of the Group IMC established Negoce Agricole S.A. (Luxembourg).
In December 2013 IMC S.A. purchased (indirectly, through its subsidiary companies Unigrain Holding Limited and PAC Slobozhanschina Agro) the agrarian company AgroKIM Ltd.
During 2014-2016 Group's structure was optimized by mergering of some companies.
Group strategy
On 13 February 2018 the Board of Directors of IMC S.A. (hereinafter "the Company") published the updating of the Company's strategy for 2016 – 2020:
- Before the introduction of the agricultural land market in Ukraine, the Company does not plan to expand the land bank in large scale, as it was planned earlier in the strategy 2016-2020, published on 15 February 2016 (see current report 3/2016 as of 15 February 2016).
- Other strategic goals published on 15 February 2016 concerning storage capacities and crop mix are unchanged: 1) Storage capacity modernization; 2) Growing of limited number of highly profitable export-oriented crops (corn, sunflower, soybean, wheat). Corn is a key crop with the share in crop mix about 50%.
- Taking into account a strong focus on business efficiency, the Company has defined additional strategic goal till 2020 achievement of a leading position among agricultural companies in Europe in introduction of innovations.
- Profit received in 2017-2020, the Company plans to invest mainly in projects on operational efficiency improvement, debt reduction and payment of dividends to its shareholders.
The enterprise risk management and internal control system
Risk management at IMC
Risk management is the process of reducing the possibility of adverse consequences either by reducing the likelihood of an event or its impact or taking advantage of the upside risk. The goal of the risk management at IMC is to provide a reasonable assurance that Group's business objectives will be achieved. This process encompasses such stages as risk identification, risk assessment, risk respond and risk mitigation, monitoring.
IMC's management is responsible for day-to-day monitoring, identification, assessment and planning mitigation activities concerning operational risks in the course of its ordinary performance. Internal controls at IMC are the main tools of operational risks mitigation process. Established internal policies and internal regulatory documents are the primary mediums of internal controls implementation.
The Board of Directors currently maintains responsibility for overseeing enterprise risk management process and strategic risks. Major risk exposures are regularly discussed at the board meetings.
IMC's accounting-related risk management system
IMC's control system relies on daily resource planning analyses which are detailed by cost center and cost article, department, thus providing all the necessary information for controlling inventories and products.
IMC established internal controlling instruments to secure proper accounting in compliance with legal requirements.
IMC's accounting procedures are governed by standardized guidelines and rules as well as a clearly defined course of action in different situation. Therefore, standard account parameters and booking directions for various production operations were established. Another control tool is the clear allocation of functions regarding various accounting processes. For Group consolidation and accounting purposes all bookkeeping data of the consolidated companies may be accessed automatically.
The internal control system of IMC is based on the accounting database thus integrating all controlling processes. Accounting processes are carried out on a high-level basis and are monitored and adjusted by specialists.
IMC's accounting-related risk management system is set up in a way that the risk of misrepresentation could mainly ensue from new business processes or amendments to legal provisions. Risks are contained by transferring decisions on accounting-relevant data resulting from new business processes to the management level. Ongoing continuation training regarding the applicable accounting provisions from time to time is provided to the management.
The Internal Control and Risk Management Department
The Internal Control and Risk Management Department was established as the separate unit in a corporate governance structure of the Group.
The Department is created with the aim of the regular independent monitoring and estimation of effectiveness of the IMC corporate governance, efficiency of separate business processes at the level of group and separate structural subdivisions, assessing of adequacy of the risk management process, providing with recommendations and participation during an improvement process. The Department participates in improvement of internal control, risk management and governance processes.
The Department regularly provides the management of IMC and the Audit Committee with independent and objective valuations and consultations. This involves an objective analysis of actual data with the aim of estimation and expression of an opinion on reliability of systems, processes, operations.
IMC S.A. AND ITS SUBSIDIARIES Consolidated financial statements
Personnel
For more than a decade, IMC has been proud of its stable and well-coordinated team – professionals with valuable skills, knowledge and experience. Respect to employees' rights and needs, application of future-oriented approaches, continuous learning and training programs provision are all at the core of IMC's personnel management.
In 2016 IMC implemented crucial policies that are extremely important for staff to understand that the company they work in is respectful to its employees and human rights. IMC employs people based on principles of equal opportunity, without distinction to race, color, gender, sexual orientation, religion, descent or origin. IMC standards related to employees and human rights are declared in the following documents:
- Non-discrimination and equal opportunities in employment Policy
- Non-discrimination on grounds of sexual orientation and gender identity Policy
- Policy of collective bargaining
- Policy on freedom for workers to form or join trade unions
- Policy of nursing and expectant mothers
- Policy on working hours and overtime
- Employment of young person under the age of 18 Policy.
Policies are freely available to all employees and guests of IMC.
IMC provides its personnel with training and learning opportunities aligned with strategic goals of the Company. Employees obtain knowledge and improve their skills through specialized training programs conducted by internal and external providers. IMC trains its operating and executive personnel mainly from its own staff.
In 2017 more than 250 employees of IMC production departments, including precision farming technologies specialists, were trained by representatives of world's leading agribusiness companies. Also we implemented programs for development of leadership, effective communication, emotional intelligence and people management skills for 85 linear managers.
IMC cooperates with many higher educational institutions, in particular, with the Poltava State Agrarian Academy, Sumy National Agrarian University and National University of Life and Environmental Sciences of Ukraine. In 2015, IMC started internship program for agronomists and engineers on the basis of IMC regional enterprises. Internships are offered and held twice a year. During 2015-2017, 66 students were trained in production departments of IMC regional enterprises, 29 of them were employed.
Personnel structure and wages and related charges were the following:
For the year ended 31 December
| 2017 | 2016 | Change in % | |
|---|---|---|---|
| Total number of employees | 2 412 | 2 730 | -12% |
| operating personnel | 1 748 | 2 094 | -17% |
| administrative personnel | 642 | 606 | 6% |
| sales personnel | 19 | 24 | -21% |
| non-operating personnel | 3 | 6 | -50% |
| Wages and salaries and related charges per employee (USD, for 12 months ended 31 December) |
6 041 | 3 804 | 59% |
Health, Safety and Environment (HSE) management system
Based on the experience of the world's leading companies, in 2016 IMC has started formation of the Health, Safety and Environment (HSE) management system. HSE department was formed at IMC's headquarter, designed to assist top-management of IMC in development and implementation of the company's strategy in these areas. On June 10, 2016 IMC approved a 5-year strategy of the company on Occupational Health and Safety and Environmental Protection in 2016-2020, which determines the priority directions of development of the company in this area.
At all IMC's enterprises carry out on Monitoring in the areas: natural resource use and environmental legislation, occupational safety at production (compliance review of ІMС HSE principles against the requirements of Ukrainian regulatory documents).
IMC is committed to involving all employees in the management for issues of Environment, Health & Safety and Social Aspects at IMC and its subsidiaries.
IMC is constantly renewing its machinery and investing in technology, which has significant positive effect both on environmental and OH&S issues. Employees are receiving corporate personal protective equipment in accordance with the practice of world leading agricultural companies.
IMC is continuously improving the management system in the field of environmental and occupational health & safety, and is implementing new approaches based on the best local and international practices.
IMC's enterprises annually implement a set of measures, where, along with traditional safety briefing instructions and control measures, the following are applied:
- Improvement of labor conditions;
- Identification and elimination of industrial hazards;
- Health and safety management systems improvement;
- Health and safety trainings in partnership with the leading training institutions;
- Provision of modern and high quality personal and mass protective equipment;
- Raising employee awareness and safe work methods promotion;
- Improvement of health care services for the employees;
- Work with contractor organizations.
On July 7, 2016 the Policy & Principles on Health, Safety and Environment of the IMC's enterprises have been adopted.
All IMC's enterprises have the Emergency Preparedness and Response plans (EPRP) for localization and liquidation of emergencies and accidents. The availability of such plans is obligatory in Ukraine and is regulated by legal requirements & local legislation. At the corporate level, the procedure of rapid incident notification from IMC enterprises to the Company Headquarters was implemented in May, 2016 in order to improve emergency response capacity and assure timely decision-making.
Our employees are trained in the actions of the emergencies and accidents. Regular studies are conducted on IMC's enterprises, including those involving external training centers and organizations.
At the corporate level, the procedure of root causes identification was implemented in July, 2016 in order to improve the response to HSE management system, internal investigation and assure timely development of effective corrective and preventive measures.
In 2017 the Corporate Standard of Safety Audits was implemented for all IMC's siloses.
At the internal web site of IMC was developed a database for Behavioral and Technical Safety Audits for application at IMC's enterprises and subsequent analysis of information. For the effective conduct of safety audits in all divisions of the enterprises, the Directors of enterprises have approved schedules for conducting Safety Audits. CEO of IMC have approved schedule for conducting Safety Audits by the Top Management. There was started Executive Safety Audits by the Top Management of IMC's HQ at all siloses. There were 136 managers trained in HSE Leadership, IMC's HSE Strategy & Safety Audits in 2017. Based on the results of the HSE Leadership & Safety Audits training, the participants were issued with certificates from the CEO of IMC Group.
All investments and initiatives in social projects including personalized support and projects of local infrastructure maintenance and development (roads, water supply, public lighting, schools, kindergartens, FAPs and medical points etc.) that IMC conducts within the villages it operates are conducted on the principles of «IMC. Aid to People» program. The Program includes obligatory social consultations and PR efforts for all significant investments. Local communities are involved in projects prioritization, budgeting and planning of necessary actions.
In 2017 the format of social assistance providing to rural communities was changed - from the transfer of funds on accounts of village councils to personalized support to the land plot owners. Medical and household projects were organized in the new format of targeted support. The realization of such large-scale projects became possible due to the change in the structure of the social service - a new position of Village Manager was implemented. The village manager works directly with land plot owners in each village where the IMC operates.
The investments and initiatives for such projects in 2017 have reached UAH 16,2 million.
Management Incentive plan
The Extraordinary shareholders meeting approved on 4 July 2017 a management incentive plan providing to Management Team Members and Eligible Employees as defined in the Management Incentive Plan an option to purchase in aggregate up to 1,878,000 new shares of IMC S.A., such number being equal to 6% of the issued stock of IMC S.A. as at the adoption date of such plan, at the price decided at the discretion of the board of directors of the Company which shall be equal to at least one euro cent EUR 0.01.
Performance period of the Management Incentive Plan is 3 years, starting from January 1, 2017 and ending on December 31, 2019. During the Performance Period, the board of directors of the Company may discretionarily decide when the Shares shall be issued by the Company to the Participants at the Subscription Price.
As a part of this incentive plan, 1 878 000 new ordinary shares were issued with subscription price USD 0.00115. As at the 31 December 2017 the purchase option was fully exercised with share price USD 2.73.
2. Operational and Financial Results
The following table sets forth the Company's results of operations derived from the Consolidated financial statements:
| (in thousand USD) | For the year ended | |||
|---|---|---|---|---|
| Notes | 31 December 2017 |
31 December 2016 |
Change in % | |
| CONTINUING OPERATIONS | ||||
| Revenue | 7 | 126 761 | 124 744 | 2% |
| Gain from changes in fair value of biological assets and agricultural produce, net |
8 | 62 777 | 66 187 | -5% |
| Cost of sales | 9 | (139 086) | (130 004) | 7% |
| GROSS PROFIT | 50 452 | 60 927 | -17% | |
| Administrative expenses | 10 | (9 605) | (6 343) | 51% |
| Selling and distribution expenses | 11 | (8 893) | (6 521) | 36% |
| Other operating income | 12 | 1 610 | 2 943 | -45% |
| Other operating expenses | 13 | (3 422) | (3 252) | 5% |
| Write-offs of property, plant and equipment | (1 656) | (1 764) | -6% | |
| Reversal of impairment of property, plant and equipment | 591 | - | - | |
| Impairment of property, plant and equipment | (271) | - | - | |
| OPERATING PROFIT | 28 806 | 45 990 | -37% | |
| Financial expenses, net | 16 | (6 043) | (12 294) | -51% |
| Financial expense, additional return | 30 | (4 214) | (3 715) | 13% |
| Foreign currency exchange gain/(loss), net | 17 | (762) | (8 492) | -91% |
| PROFIT BEFORE TAX FROM CONTINUING OPERATIONS |
17 787 | 21 489 | -17% | |
| Income tax expenses, net | 18 | 3 | 349 | -99% |
| NET PROFIT FOR THE PERIOD FROM CONTINUING OPERATIONS |
17 790 | 21 838 | -19% |
For the purposes of their analyses, the Company's management use Normalised Net profit, being Net profit adjusted for some expense items that are deemed to be substantially beyond their control, such as write-offs of property, plant and equipment and foreign currency exchange gains and losses, as well as items believed to be non-recurring. The non-recurring expenses currently include the effect of additional return on warrants (Note 30 to the Consolidated financial statements), as it is assumed that similar transactions will not be occurring in the foreseeable future.
The Normalised Net profit for the periods presented is calculated based on historical information derived from the Consolidated financial statements.
The reconciliation to Normalised Net profit for the period (from continuing operations) is presented as follows:
| (in thousand USD) | For the year ended | ||
|---|---|---|---|
| 31 December 2017 | 31 December 2016 | Change in % | |
| CONTINUING OPERATIONS | |||
| Net profit for the period | 17 790 | 21 838 | |
| Write-offs of property, plant and equipment | 1 656 | 1 764 | |
| Reversal of impairment of property, plant and equipment | (591) | - | |
| Impairment of property, plant and equipment | 271 | - | |
| Foreign currency exchange (loss)/gain, net | 762 | 8 492 | |
| Non recurring items: | |||
| Effect of additional return | 4 214 | 3 715 | |
| Normalised Net profit | 24 102 | 35 809 | -33% |
The Company also uses normalised Earnings before interest and taxes (EBIT) and normalised Earnings before interest, taxes, depreciation and amortisation (EBITDA) as key measures of its performance.
Earnings before interest and taxes (EBIT) is an indicator of a company's profitability, calculated as revenue less expenses, the latter excluding tax and interest. To external users, EBIT provides information on the Company's ability to generate earnings directly from its operations, disregarding its cost of capital and the tax burden and thus making the Company's results comparable to similar companies across the industry where those companies may have varying capital structures or tax environments. To the management, EBIT provides a performance measure additionally adjusted for expenses that may be deemed fixed (i.e. stemming from the given capital structure) or externally imposed by the environment (i.e. the tax burden).
The Company calculates Normalised EBIT by adjusting Net profit for the expense items that are deemed to be substantially beyond the control of management, as well as items believed to be non-recurring. The Normalised EBIT for the periods presented is calculated based on historical information derived from the Consolidated financial statements. The reconciliation to Normalised EBIT for the period (from continuing operations) is presented as follows:
| (in thousand USD) | For the year ended | ||
|---|---|---|---|
| 31 December 2017 | 31 December 2016 | Change in % | |
| CONTINUING OPERATIONS | |||
| Net profit for the period | 17 790 | 21 838 | |
| Write-offs of property, plant and equipment | 1 656 | 1 764 | |
| Reversal of impairment of property, plant and equipment | (591) | - | |
| Impairment of property, plant and equipment | 271 | - | |
| Foreign currency exchange (loss)/gain, net | 762 | 8 492 | |
| Financial expenses, net | 6 043 | 12 294 | |
| Income tax expenses, net | (3) | (349) | |
| Non recurring items: | |||
| Effect of additional return | 4 214 | 3 715 | |
| Normalised EBIT | 30 142 | 47 754 | -37% |
Earnings before interest, taxes, depreciation and amortisation (EBITDA) is calculated as revenue less expenses, the latter excluding tax, interest, depreciation and amortisation. Being a proxy to the operating cash flow before working capital changes, EBITDA is widely used as an indicator of a company's ability to generate cash flows, as well as its ability to service debt. Consequently, to the management EBITDA serves as a measure to estimate financial stability of the Company. Besides, excluding the effect of depreciation and amortisation along with cost of capital and taxation provides to external users another measures comparable to similar companies regardless of varying tax environments, capital structures or depreciation accounting policies.
The Company calculates Normalised EBITDA by adjusting Net profit for the expense items that are deemed to be substantially beyond the control of management, as well as items believed to be non-recurring. The Normalised EBITDA for the periods presented is calculated based on historical information derived from the Consolidated financial statements. The reconciliation to Normalised EBITDA for the period (from continuing operations) is presented as follows:
| (in thousand USD) | For the year ended | ||
|---|---|---|---|
| 31 December 2017 | 31 December 2016 | Change in % | |
| CONTINUING OPERATIONS | |||
| Net profit for the period | 17 790 | 21 838 | |
| Write-offs of property, plant and equipment | 1 656 | 1 764 | |
| Reversal of impairment of property, plant and equipment | (591) | - | |
| Impairment of property, plant and equipment | 271 | - | |
| Foreign currency exchange (loss)/gain, net | 762 | 8 492 | |
| Financial expenses, net | 6 043 | 12 294 | |
| Income tax expenses, net | (3) | (349) | |
| Depreciation and amortization | 9 005 | 11 248 | |
| Non recurring items: | |||
| Effect of additional return | 4 214 | 3 715 | |
| Normalised EBITDA | 39 147 | 59 002 | -34% |
Company's Normalised Net profit, as well as Normalised EBIT and EBITDA decreased in Y2017 in comparison with Y2016 mainly due to increase in production cost and strengthening of UAH in 2017.
Revenue
The Company's revenue from sales of finished products increased by 2% in Y2017 in comparison with previous period.
The following table sets forth the Company's sales revenue by products indicated:
(in thousand USD)
| For the year ended | |||
|---|---|---|---|
| 31 December 2017 | 31 December 2016 | Change in % | |
| Corn | 79 115 | 75 991 | 4% |
| Sunflower | 22 253 | 24 647 | -10% |
| Wheat | 11 031 | 9 885 | 12% |
| Soy beans | 7 755 | 6 615 | 17% |
| Potatoes | 2 112 | 1 219 | 73% |
| Milk | 1 495 | 3 024 | -51% |
| Cattle | 356 | 1 747 | -80% |
| Other | 1 882 | 998 | 89% |
| 125 999 | 124 126 | 2% |
The most significant portion of the Company's revenue comes from selling corn, which represented 62,8% in Y2017 and 61,2% in Y2016 of total revenue.
The following table sets forth the volume of the Company's main crops and revenues generated from the sales of such crops:
(in thousand USD)
| For the year ended | |||
|---|---|---|---|
| 31 December 2017 | 31 December 2016 | ||
| Corn | |||
| Sales of produced corn (in tonnes) | 510 320 | 502 605 | |
| Realization price (U.S. \$ per ton) | 155 | 151 | |
| Revenue from produced corn (U.S. \$ in thousands) | 79 115 | 75 991 | |
| Wheat | |||
| Sales of produced wheat (in tonnes) | 74 228 | 68 929 | |
| Realization price (U.S. \$ per ton) | 149 | 143 | |
| Revenue from produced wheat (U.S. \$ in thousands) | 11 031 | 9 885 | |
| Soy beans | |||
| Sales of produced soy beans (in tonnes) | 20 026 | 16 996 | |
| Realization price (U.S. \$ per ton) | 387 | 389 | |
| Revenue from produced soy beans (U.S. \$ in thousands) | 7 755 | 6 615 | |
| Sunflower | |||
| Sales of produced sunflower (in tonnes) | 66 717 | 75 114 | |
| Realization price (U.S. \$ per ton) | 334 | 328 | |
| Revenue from produced sunflower (U.S. \$ in thousands) | 22 253 | 24 647 | |
| Potatoes | |||
| Sales of produced potatoes (in tonnes) | 24 428 | 16 285 | |
| Realization price (U.S. \$ per ton) | 86 | 75 | |
| Revenue from produced potatoes (U.S. \$ in thousands) | 2 112 | 1 219 | |
| Other (produced only) | |||
| Total sales volume (in tonnes) | 20 778 | 11 212 | |
| Total revenues (U.S. \$ in thousands) | 1 882 | 998 | |
| Total sales volume (in tonnes) | 716 497 | 691 141 | |
| Total revenue from sale of crops (U.S. \$ in thousands) | 124 148 | 119 355 |
Revenue relating to sales of corn increased by 4% to USD 79,1 million in current period from USD 76,0 million in previous period, mainly due to an increase in sales volume (tons) in 2017.
Revenue relating to sales of sunflower decreased by 10% to USD 22,3 million in current period from USD 24,6 million in previous period, due to a decrease in sales volume (tons) in 2017.
Revenue relating to sales of wheat increased by 12% to USD 11,0 million in current period from USD 9,9 million in previous period, due to an increase in sales volume (tons) and prices in 2017.
Revenue relating to sales of soy beans increased by 17% to USD 7,8 million in current period from USD 6,6 million in previous period, due to an increase in sales volume (tons) in 2017.
Revenues relating to sales of milk and cattle decreased in current period by 51% and 80% correspondingly due to decrease in the sales volume because of change in the structure of the herd and reorganization of dairy farms.
IMC S.A. AND ITS SUBSIDIARIES
Consolidated financial statements
Cost of sales
The Company's cost of sales increased by 7% to USD 139,1 million in current period from USD 130,0 million in previous period. The following table sets forth the principal components of the Company's cost of sales for the periods indicated:
(in thousand USD)
| For the year ended | |||
|---|---|---|---|
| 31 December 2017 |
31 December 2016 |
Change in % | |
| Raw materials | (99 306) | (81 581) | 22% |
| Rent | (13 996) | (13 852) | 1% |
| Fuel and energy supply | (11 719) | (8 931) | 31% |
| Depreciation and amortization | (7 498) | (9 489) | -21% |
| Wages and salaries of operating personnel and related charges | (7 158) | (6 057) | 18% |
| Change in inventories and work-in-progress | 6 056 | (7 191) | -184% |
| Third parties' services | (3 602) | (1 457) | 147% |
| Taxes and other statutory charges | (1 036) | (845) | 23% |
| Repairs and maintenance | (768) | (553) | 39% |
| Other expenses | (59) | (48) | 23% |
| (139 086) | (130 004) | 7% |
Increase in cost of sales mainly consists of increase in raw materials by 22% to USD 99,3 million in current period from USD 81,6 million in previous period. This was due to an increase in the amount of disposal of revaluation of agriculture produce and biological assets as a part of cost of sales (from USD 49 514 thousand in 2016 to USD 61 240 thousand in 2017).
Gross profit
The Company's gross profit decreased to USD 50,5 million in current period from USD 60,9 million in previous period, an 17% year-on-year decrease. In relative terms, the total cost of sales went up 7% year-on-year and gain from changes in fair value of biological assets and agricultural produce decreased by 5%.
Administrative expenses
Administrative expenses increased year-on-year to USD 9,6 million in current period from USD 6,3 million in previous period, reflecting an increase in wages and salaries of administrative personnel and related charges to USD 7,1 million from USD 4,0 million.
Selling and distribution expenses
Selling and distribution expenses increased year-on-year to USD 8,9 million in current period from USD 6,5 million in previous period, reflecting an increase in the volume of realization in 2017.
Other operating income
The Company's other operating income decreased by 45% to USD 1,6 million in current period from USD 2,9 million in previous period due to decrease in income from write-offs of accounts payable, income from subsidized VAT and income from the exchange of property certificates.
Other operating expenses
Other operating expenses increased by 5% to USD 3,4 million in current period from USD 3,3 million in previous period reflecting an increase in charity expenses.
IMC S.A. AND ITS SUBSIDIARIES Consolidated financial statements
Financial expenses, net
The Company's financial expenses, net decreased by 51% to USD 6,0 million in current period from USD 12,3 million in previous period. This decrease was related to the repayment of loans and borrowings in 2016-2017.
Foreign currency exchange loss, net
Foreign currency exchange loss, net decrease to USD 0,8 million in current period from USD 8,5 million in previous period. This increase reflected the strengthening of UAH in 2017 in comparison with 2016 – 11,7% of devaluation as at 31 December 2016 in comparison with 3,1% as at 31 December 2017.
Cash flows
The following table sets out a summary of the Company's cash flows for the periods indicated:
(in thousand USD)
| For the year ended | ||
|---|---|---|
| 31 December 2017 | 31 December 2016 | |
| 32 412 | 29 287 | |
| (4 939) | (5 000) | |
| (23 945) | (21 779) | |
| 3 528 | 2 508 | |
Net cash flow from operating activities
The Company's net cash inflow from operating activities increased to USD 32,4 million in current period from USD 29,3 million in previous period. The increase in 2017 was primarily attributable to increase in sales.
Net cash flow from investing activities
The Company's net cash outflow from investing activities is almost equal to the previous period amount - USD 4,9 million in Y2017 and USD 5,0 million in Y2016.
Net cash flow from financing activities
Net cash outflow from financing activities increased to USD 23,9 million in current period from USD 21,8 million in previous period. The increase in 2017 was primarily due to changes of credit portfolio in the direction of long-term borrowings.
3. Risk report
Risks relating to the Industry
Grains prices volatility
Changes in market prices for grains can adversely influence on IMC's earnings and financial results.
To decrease an influence of this risk the Group on permanent basis researches the international and Ukrainian agricultural markets, monitoring price fluctuations and factors affecting these fluctuations (stocks, production, consumption, export, import, forecasts). Based on an analysis of the above-mentioned information the management of the Group makes decisions regarding crop rotation structure and production plans.
Sound control over the grains production costs at IMC allows the company to ensure sufficient level of marginality regardless price fluctuations. Moreover, annually we utilize forward contracts for a part of corn and wheat crops to retain sufficient cash inflows. Mixture of spot and forward sales over a marketing year results in obtaining reasonable average market prices for grains by the Group.
Operational risks
Adverse weather conditions
Poor and unexpected weather conditions may disrupt the Group's production of crops.
The land cultivated by the Group is spread between different climate zones of Ukraine. This allows to reduce the possible negative impact of adverse weather conditions. Additionally, to mitigate an influence of this risk IMC uses the following practices:
- On the fields of IMC the system of different depth soil cultivation is applied: deep ripping, ploughing, disking, and cultivation. Rotation of these cultivation methods allows creating the optimal conditions for growing and development of agricultural crops;
- Cultivation of relatively small share (10%) of winter crops in the general crop rotation structure enables to decrease the risk of disruption of a general production of crops during unfavorable winter conditions.
- Increase of inputs costs
The Group's operating costs could increase and adversely affect the IMC's financial performance. The risk of Group's operating costs increase is basically connected to a possible price growth for fuel, seeds, fertilizers and crop protection materials.
To reduce the risks mentioned above the Group:
- has implemented the fuel consumption and machinery usage controlling systems using GPS-trackers;
- follows the land bank development strategy based on principle of fields' close proximity to each other that allows to reduce fuel consumption;
- is focused on limited number of crops that allows to use and purchase seeds, fertilizers and crop protection materials more efficiently;
- has built long-term and mutually benefit relationships with suppliers of seeds, fertilizers and crop protection materials.
- Credit risk
Counterparties involved in transactions with IMC may fail to make scheduled payments, resulting in financial losses to IMC.
To decrease an influence of this risk the Group has implemented credit policy and monitoring practices. Police and operating guidelines include limits in respect of counterparties to ensure that there is no significant concentration of credit risk. Credit risks are managed by legal activities which include security paragraphs into agreements with customers. Also the financial department of the Group constantly carries out monitoring over payment terms deadlines according to goods selling contracts.
Risk of key personnel shortage
A lack of key personnel can threaten the overall performance of IMC.
The Group conducts series of activities to mitigate this risk. IMC offers competitive working conditions for potential employees. Performance related remuneration scheme exists to motivate and retain key staff. IMC cooperates with a number of Ukrainian educational institutions for selection and hiring talented students. Educational and professional trainings are regularly held for personnel at IMC.
Risk of land loss
Land is a key recourse in agricultural production and termination of essential number of land lease agreements can cause significant damage for the Group.
To mitigate this risk, the Group holds a number of social events for the local communities to make IMC's presence beneficial for company's land lessors. The terms of land lease agreements have been revised and re-signed in the best interest of counterparties.
Risk of cybersecurity incidents
IMC's corporate information system can be corrupted by virus attack or external intrusion.
Operations of the group are highly dependent on corporate IT system in all aspects. Companies of the Group have experienced cybersecurity attack which has not had a material impact on our business. To prevent and mitigate this risk a series of actions has been done. The infrastructure of IMC's intranet has been improved in order to mitigate the risk of unauthorized external intrusion. A backup process was reconstructed to ensure a maximum possible safety of corporate business data. The riskiest points of unauthorized external intrusion have been isolated outside IMC's intranet.
IMC S.A. AND ITS SUBSIDIARIES Consolidated financial statements
Financial risks
Risk of capital deficiency
Failure to generate or raise sufficient capital may restrict the Group's development strategy
To decrease an influence of this risk the Group works on several sources of financing: bank crediting, bonds issue, financing by international financial organizations.
Risk of liquidity
It exists the risk of inability to meet financial obligations of the Group in due time.
To minimize such risk IMC maintains efficient budgeting and cash management processes to ensure that adequate funds are available to meet business requirements. IMC adopts a flexible CAPEX program enabling capital projects to be deferred if necessary.
Risk of interest rate volatility
Fluctuations of interest rates influence on the cost of IMC's borrowings.
The Group utilizes balancing strategy to mitigate interest rate risk. The portfolio of IMC's borrowings consists of 55% of float rate debt and 45% of fixed rate debt.
IMC's creditors are well-known banks with a foreign capital or international financial institutions. The cost of IMC's financial resources is lower than the market average.
Fluctuation in currency exchange rates
Unfavorable movements of currency exchange rates can lead to deteriorating of company's financial results.
The Group utilizes matching strategy to reduce this risk. The main functional currencies for IMC are Ukrainian hryvnia and US dollar. In the course of regular financial planning cash inflows and outflows are matched in each currency. IMC has a stable revenue both in UAH and US dollar which allows to exploit hedging strategy against national currency devaluation.
Legal and regulatory risks
Risk of non-compliance
The Group's business is influenced by regulatory rules of each country where IMC operates. A breach of these rules can cause legal proceedings and additional costs for the company.
The monitoring of legislation changes is constantly conducted by the Legal Department at IMC. Employees regularly visit specialized events on legal issues. Group's business operations are conducted in accordance with current legislation taking into account possible future regulatory development.
Anti-corruption and bribery matters
It is the policy of the Group not to engage in bribery or corruption and comply with applicable anti-corruption laws.
We adhere to the UN Global Compact principles:
- We shall work against corruption in all its forms, including extortion and bribery.
- Making, promising or offering any payments, gifts or inducements with the purpose of influencing someone (incl. government officials, suppliers, clients, etc.) to act improperly is strictly forbidden; the same applies to accepting payments, gifts or inducements.
- All payments should be reasonable and fall within the acceptable commercial practice.
- All such expenses have to be properly recorded in the accounts.
- We do not tolerate so-called facilitating payments (for example small unofficial payments to officials in order to speed up processes).
- The Group does not make political contributions.
- When engaging in business relationships the Group chooses its partners with the same zero tolerance approach to corruption and bribery.
-
The Group appreciates the risk of corruption and bribery in the countries it operates and continues to take measures to minimize this risk.
-
All funds received and paid by the Group and its subsidiaries during the course of business are strictly accounted and handled via bank transfers exclusively to minimize the possibilities of cash being taken in or out for the purposes of bribery. In 2017, the Group continued to ensure its adherence to such cash management.
4. Selected Financial Data
(in thousand USD)
| For the year ended | 31 December 2017 | 31 December 2016 | |
|---|---|---|---|
| I. | Revenue | 126 761 | 124 744 |
| II. | Operating profit/(loss) | 28 806 | 45 990 |
| III. | Profit/(loss) before income tax | 17 787 | 21 489 |
| IV. | Net profit/(loss) | 17 790 | 21 838 |
| V. | Net cash flow from operating activity | 32 412 | 29 287 |
| VI. | Net cash flow from investing activity | (4 939) | (5 000) |
| VII. | Net cash flow from financing activity | (23 945) | (21 779) |
| VIII. | Total net cash flow | 3 528 | 2 508 |
| IX. | Total assets | 180 094 | 158 945 |
| X. | Share capital | 59 | 56 |
| XI. | Total equity | 104 038 | 65 057 |
| XII. | Non-current liabilities | 30 923 | 57 683 |
| XIII. | Current liabilities | 45 133 | 36 205 |
| XIV. | Weighted average number of shares | 32 190 121 | 31 300 000 |
| XV. | Profit/(loss) per ordinary share (in USD) | 0,55 | 0,70 |
| XVI. | Book value per share (in USD) | 3,22 | 2,10 |
On behalf of the Board of Directors:
| Chief Executive Officer | ALEX LISSITSA | __signed______ | |
|---|---|---|---|
| Chief Financial Officer | DMYTRO MARTYNIUK __signed______ |
IMC S.A. AND ITS SUBSIDIARIES Consolidated financial statements
IMC S.A. Société anonyme Registered office: 16 rue Erasme L-1468Luxembourg, Grand Duchy of Luxembourg R.C.S Luxembourg: B 157843 (the Company)
Corporate governance statement
Corporate governance
Corporate governance within the Company is based on the Luxembourg law and the listing requirements of the Warsaw Stock exchange where the trading in the Company shares takes place. The Company follows New Code of Best Practices for WSE Listed Companies that entered into force on 1 January 2016 (the "2016 WSE Code", as amended on 13 October 2015).
The Company's corporate governance rules are based on the Company's articles of Association (the "Articles"), and the corporate governance charter (the "Corporate Governance Charter"), and the Company's internal regulations.
Board of Directors
According to the Articles of Association ('STATUTS COORDONNES'), the Company shall be managed by the Board of Directors composed of at least five members, their number being determined by the general meeting of shareholders. Directors need not be shareholders of the Company. The Board of Directors is composed of executive and non-executive directors. At least two directors shall be independent nonexecutive directors.
The directors shall be elected by the general meeting of shareholders for a period not exceeding six (6) years and until their successors are elected, provided, however, that any director may be removed at any time by a resolution taken by the general meeting of shareholders. The directors shall be eligible for reappointment.
In the event of vacancy in the office of a director because of death, resignation or otherwise, the remaining directors elected by the general meeting of shareholders may elect a director to fill such vacancy until the next general meeting of shareholders.
Directors:
| Name | Date of initial appointment | End of mandate |
|---|---|---|
| 1.Mr. Alex Lissitsa, executive director, CEO | 29 March 2012 | 2022 |
| 2.Mr. Dmytro Martyniuk, executive director, CFO | 09 March 2011 | 2022 |
| 3. Mr. Oleksandr Petrov, executive director, Chairman | 09 March 2011 | 2022 |
| 4. Mr. Alfons Balman, non-executive director | 10 September 2013 | 2019 |
| 5.Mr. Kamil Jan Gaworecki, non-executive director | 01 June 2016 | 2019 |
With regard to the appointment and replacement of Directors, the Company is governed by its Articles of Association (hereafter referred Articles of Association and Luxembourg Companies Law 1915. The Articles of Association may be amended from time to time by a general meeting of the shareholders under the quorum and majority requirement provided for by the law of 10 August 1915 on commercial companies in Luxembourg, as amended.
The present Board is composed of two independent directors and three directors who either are employed by Subsidiaries of the Company or hold over 5% of votes in the Company.
Independency is assessed taking into consideration the criteria stated in Annex II of the European Commission Recommendation of 15 February 2005.
IMC S.A. AND ITS SUBSIDIARIES Consolidated financial statements
Powers of Directors
The board is responsible for managing the business affairs of the Company within the clauses of the Article of Association. The directors may only act at duly convened meetings of the board of Directors or by written consent in accordance with article 10 of Articles of Association.
The Board of Directors is vested with the broadest powers to act on behalf of the Company and to perform or authorize all acts of administrative or disposal nature, necessary or useful for accomplishing the Company's object. All powers not expressly reserved by the Law to the sole shareholder or, as the case may be, to the general meeting of shareholders, fall within the competence of the Board of Directors.
Meetings of the Board of Directors
The Board of Directors meets upon notice given by the Chairman. A meeting of the Board of Directors must be convened if any two directors so require. The Chairman presides at all meetings of the Board of Directors. In Cairman's absence the Board of Directors may appoint another director as chairman pro tempore by vote of the majority present or represented at such meeting. Except in cases of urgency or with the prior consent of all those entitled to attend, there should be given written notice at least twenty-four hours before the meeting of the Board of Directors. Any such notice shall specify the place, the date, time and agenda of the meeting. The notice may be waived by unanimous written consent by all the directors at the meeting or otherwise. No separate notice is required for meetings held at times and places specified in a time schedule previously adopted by resolution of the Board of Directors.
Every board meeting shall be held in Luxembourg or at such other place indicated in the notice.
Decisions will be taken by a majority of the votes of the directors present or represented at the relevant meeting. Each director has one vote. In case of a tied vote, the Chairman has a casting vote.
One or more directors may participate in a meeting by means of a conference call, by videoconference or by any similar means of communication enabling several persons participating therein to simultaneously communicate with each other. Such methods of participation are to be considered equivalent to a physical presence at the meeting.
A written decision passed by circular means and transmitted by cable, facsimile or any other similar means of communication, signed by all the directors, is proper and valid as though it had been adopted at a meeting of the Board of Directors which was duly convened and held. Such a decision can be documented in a single document or in several separate documents having the same content and each of them signed by one or several directors. Except as far as a written decision passed by circular means is concerned, the minutes of the meeting of the Board of Directors shall be signed by the Chairman of the relevant meeting or any two directors or as resolved at the relevant board meeting or a subsequent board meeting. Any proxies will remain attached thereto.
The Board has established processes regarding internal control and risk management systems to ensure its effective oversight of the financial reporting process. These include appointing an independent administrator (the "Administrator") to maintain the accounting records of the Company independent of IMC S. A. The Administrator has a duty of care to maintain proper books and records and prepare for review and approval by the Board the financial statements intended to give a true and fair view. The Board has appointed Totalserve Management (Luxembourg) S.a.r.l. as Administrator.
Committees
Audit Committee
The Audit committee has been established by the Board to assist the Board of directors with independent verifying and safeguard of the integrity of the company's financial reporting; and oversee the independence of the external auditors
The Committee has responsibility for the following:
- (a) Monitoring the establishment of an appropriate internal control framework;
- (b) Monitoring corporate risk assessment and compliance with internal controls;
- (c) Overseeing business continuity planning and risk mitigation arrangements;
- (d) Reviewing reports on any material defalcations, frauds and thefts from the Group;
(e) Monitoring compliance with relevant legislative and regulatory requirements (including continuous disclosure obligations) and declarations by the Secretary in relation to those requirements;
(f) Reviewing the nomination, performance and independence of the external auditors;
(g) Liaising with the external auditors and ensuring that the annual audit is conducted in an effective manner that is consistent with Committee members' information and knowledge and is adequate for shareholder needs;
(h) Reviewing management processes supporting external reporting;
(i) Reviewing financial statements and other financial information distributed externally; and
(j) Reviewing audit report to ensure that, where major deficiencies or breakdowns in controls or procedures have been identified, appropriate and prompt remedial action is taken by management
The Committee has an advisory role, consistent with its purpose of assisting the Board in relation to the matters with which it is charged with responsibility, and does not have any power to commit the Board to any recommendation or decision made by it except for matters relating to the appointment, oversight, remuneration and replacement of the external auditors.
The Committee has unrestricted access to management and the external auditors as it may consider appropriate for the proper performance of its function.
The Board of Directors shall appoint the chairman and members of the Audit Committee from among the non-executive directors and external members which must be independent. The Audit Committee will comprise a minimum of two members. In any case the chairman of the Audit Committee must be appointed from among non-executive directors.
As of 31 December 2017 Audit committee consisted of two members, Alfons Balmann (chairman), a non-executive director and Kamil Jan Gaworecki (member), non-executive director. In the year 2017 the work of the audit committee was confined to interacting with the auditors and appointing the external auditor. In addition, Audit Committee had held meetings as it determined in Corporate governance chart.
Remuneration Committee
The role of the Committee is to advise on remuneration and issues relevant to remuneration policies and practices for senior management.
The Responsibility of the Remuneration Committee includes issues regarding salaries, bonus programs and other employments terms of the CEO and senior management in conjunction with the Board.
Notably, the Remuneration Committee is responsible for:
-
submitting proposals to the Board regarding the remuneration of directors and managers, ensuring that these proposals are in accordance with the remuneration policy adopted by the Company;
-
discussing with the chief executive officer the performance of executive management and of the individual executives at least once a year based on evaluation criteria clearly defined. The chief executive officer should not be present at the discussion of his own evaluation;
-
ensuring that the remuneration of non-executive directors is proportional to their responsibilities and the time devoted to their functions.
The Board of Directors shall appoint the chairman and members of the Remuneration Committee from among the non-executive directors and external members which must be independent. The Remuneration Committee will comprise a minimum of two members. In any case the chairman of the Remuneration Committee must be appointed from among non-executive directors.
As of 31 December 2017 the Company hadn't adopted a remuneration policy. Principles of remuneration of the Board members shall be determined by the General Meeting of Shareholders and Board of Directors shall determine the remuneration of the Executives. Remuneration of the Board is related to the Company's financial results.
Internal control and risk management
The company's internal control over financial reporting includes those policies and procedures that pertain to the maintenance of financial records that, in reasonable detail, accurately and fairly reflect the transactions and disposals of the assets of the company; provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements. In accordance with Luxembourg legal and regulatory requirements, that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company, and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposals of the company's assets that could have a material effect on the financial statements.
External audit
In accordance with the Luxembourg law on commercial companies, an external auditor appointed by the annual general meeting of shareholders certifies the Company's annual and consolidated accounts.
The external audit functions for consolidated financial statements for Y2017 being carried by BDO Audit S.A, for Y2016 – H.R.T. REVISION S.A. (in 2017 BDO Luxembourg and HRT Group united their businesses).
Takeover bids Law statement
- The structure of the capital of the Company is represented in Note 29. The company is a publicly listed company whose shares are owned primarily by institutional investors and Agrovalley Limited whose beneficial owner is Mr. Olexandr Petrov, chairman of the board of directors. As of 31 December 2017, Agrovalley Limited held 22 690 815 shares in the Company, what is equal to 68,39%;
- The Company has no securities which are not admitted to trading on a regulated market;
- The Company has no restrictions on the transfer of securities, such as limitations on the holding of securities or the need to obtain the approval of the company or other holders of securities, without prejudice to article 46 of Directive 2001/34/EC;
- The details of those shareholders with an interest of 5% or more in the issued share capital of the Company, as notified to the Company, are set out in Note 29. The Company has no other significant direct or/and indirect shareholdings (including indirect shareholdings through pyramid structures and cross-shareholdings);
- The Company has no holders of any securities with special control rights. Transfer of shares is governing by the Articles of Association of the Company;
- The Company has no adopted system of control of any employee share scheme where the control rights are not exercised directly by the employees;
- The Company has no adopted restrictions on voting rights, such as limitations of the voting rights of holders of a given percentage or number of votes, deadlines for exercising voting rights, or systems whereby, with the company's cooperation, the financial rights attaching to securities are separated from the holding of securities;
- All of the issued and outstanding shares in the Company have equal voting rights and there are no special control rights attaching to the shares;
- The Company didn't receive the information about existence of any agreements between shareholders that may result any restrictions within the meaning of Directive 2004/19/EC;
- The Company has no any agreements to which the company is a party and which take effect, alter or terminate upon a change of control of the company following a takeover bid, and the effects thereof, except where their nature is such that their disclosure would be seriously prejudicial to the Company;
- The Company grants non-availability of any agreements between the company and its board members or/and employees providing for compensation if they resign or are made redundant without valid reason or if their employment ceases because of a takeover bid.
Insider Dealing
The Company follows Warsaw Stock Exchange and insider trading policy rules in regards to the disclosure of insider dealing, which require all Board Members to notify the Company with regards to all transaction in the shares in the Company. Following the rules of the notification, the Company notifies both stock exchanges via appropriate regulatory filings.
On behalf of the Board of Directors
| Chief Executive Officer | ALEX LISSITSA | __signed______ |
|---|---|---|
| Chief Financial Officer | DMYTRO MARTYNIUK __signed______ |
IMC S.A. AND ITS SUBSIDIARIES
Consolidated financial statements
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 December 2017 (in thousand USD, unless otherwise stated)
| Note | For the year ended 31 December 2017 |
For the year ended 31 December 2016 |
|
|---|---|---|---|
| CONTINUING OPERATIONS | |||
| Revenue | 7 | 126 761 | 124 744 |
| Gain from changes in fair value of biological assets and agricultural produce, net |
8 | 62 777 | 66 187 |
| Cost of sales | 9 | (139 086) | (130 004) |
| GROSS PROFIT | 50 452 | 60 927 | |
| Administrative expenses | 10 | (9 605) | (6 343) |
| Selling and distribution expenses | 11 | (8 893) | (6 521) |
| Other operating income | 12 | 1 610 | 2 943 |
| Other operating expenses | 13 | (3 422) | (3 252) |
| Write-offs of property, plant and equipment | (1 656) | (1 764) | |
| Reversal of impairment of property, plant and equipment | 591 | - | |
| Impairment of property, plant and equipment | (271) | - | |
| OPERATING PROFIT | 28 806 | 45 990 | |
| Financial expenses, net | 16 | (6 043) | (12 294) |
| Effect of additional return | 30 | (4 214) | (3 715) |
| Foreign currency exchange gain/(loss), net | 17 | (762) | (8 492) |
| PROFIT BEFORE TAX FROM CONTINUING OPERATIONS |
17 787 | 21 489 | |
| Income tax expenses, net | 18 | 3 | 349 |
| NET PROFIT FOR THE PERIOD FROM CONTINUING OPERATIONS |
17 790 | 21 838 | |
| Net profit/(loss) for the period attributable to: | |||
| Owners of the parent company | 17 528 | 21 894 | |
| Non-controlling interests | 262 | (56) | |
| Weighted average number of shares | 32 190 121 | 31 300 000 | |
| Basic profit per ordinary share (in USD) | 0,55 | 0,70 | |
| OTHER COMPREHENSIVE INCOME/(LOSS) | |||
| Items that may be reclassified to profit or loss | |||
| Effect of foreign currency translation | (3 820) | (11 932) | |
| Items that will no be reclassified to profit or loss | |||
| Revaluation of property, plant and equipment | 22 659 | - | |
| Deferred tax charged directly to revaluation of property, plant and equipment |
(931) | - | |
| Deferred tax charged directly to amortization of revaluation reserve | 140 | 241 | |
| TOTAL OTHER COMPREHENSIVE INCOME/(LOSS) | 18 048 | (11 691) | |
| TOTAL COMPREHENSIVE PROFIT | 35 838 | 10 147 | |
| Comprehensive income/(loss) attributable to: | |||
| Owners of the parent company | 34 797 | 10 133 | |
| Non-controlling interests | 1 041 | 14 |
__________signed____________
Alex Lissitsa Chief Executive Officer Chief Financial Officer
Dmytro Martyniuk
__________signed____________
IMC S.A. AND ITS SUBSIDIARIES
Consolidated financial statements
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 31 December 2017
| (in thousand USD, unless otherwise stated) | |||
|---|---|---|---|
| Note | 31 December 2017 |
31 December 2016 |
|
| ASSETS | |||
| Non-current assets | |||
| Property, plant and equipment | 19 | 81 948 | 64 650 |
| Intangible assets | 20 | 2 918 | 4 061 |
| Non-current biological assets | 21 | 2 343 | 1 432 |
| Prepayments for property, plant and equipment | 22 | 800 | 1 817 |
| Total non-current assets | 88 009 | 71 960 | |
| Current assets | |||
| Inventories | 23 | 62 161 | 55 110 |
| Current biological assets | 24 | 15 348 | 18 202 |
| Trade accounts receivable, net | 25 | 321 | 276 |
| Prepayments and other current assets, net | 26 | 8 153 | 9 208 |
| Prepayments for income tax | 10 | 9 | |
| Cash and cash equivalents | 28 | 6 092 | 4 180 |
| Total current assets | 92 085 | 86 985 | |
| TOTAL ASSETS | 180 094 | 158 945 | |
| LIABILITIES AND EQUITY | |||
| Equity attributable to the owners of parent company | |||
| Share capital | 29 | 59 | 56 |
| Share premium | 29 512 | 24 387 | |
| Revaluation reserve | 58 825 | 43 217 | |
| Retained earnings | 147 853 | 126 825 | |
| Effect of foreign currency translation | (132 700) | (128 876) | |
| Total equity attributable to the owners of parent company | 103 549 | 65 609 | |
| Non-controlling interests | 489 | (552) | |
| Total equity | 104 038 | 65 057 | |
| Non-current liabilities | |||
| Long-term loans and borrowings | 32 | 27 725 | 55 185 |
| Deferred tax liabilities | 31 | 3 198 | 2 498 |
| Total non-current liabilities | 30 923 | 57 683 | |
| Current liabilities | |||
| Current portion of long-term borrowings | 32 | 10 629 | 9 846 |
| Short-term loans and borrowings | 33 | 26 113 | 18 547 |
| Trade accounts payable | 34 | 1 303 | 2 104 |
| Other current liabilities and accrued expenses | 35 | 7 088 | 5 708 |
| Total current liabilities | 45 133 | 36 205 | |
| Total liabilities | 76 056 | 93 888 | |
| TOTAL LIABILITIES AND EQUITY | 180 094 | 158 945 |
__________signed____________
Alex Lissitsa Chief Executive Officer Chief Financial Officer
Dmytro Martyniuk
__________signed____________
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2017
(in thousand USD, unless otherwise stated)
| Share capital |
Share premium |
Revaluation reserve |
Retained earnings |
Effect of foreign currency translation |
Total | Non controlling interests |
Total equity |
|
|---|---|---|---|---|---|---|---|---|
| 31 December 2015 (restated*) |
56 | 24 387 | 49 972 | 97 935 | (116 874) | 55 476 | (566) | 54 910 |
| Сomprehensive income/(loss) for the year |
||||||||
| Profit (loss) for the period | - | - | - | 21 894 | - | 21 894 | (56) | 21 838 |
| Amortization of revaluation reserve Deferred tax charged |
- | - | (6 996) | 6 996 | - | - | - | - |
| directly to amortization of revaluation reserve |
- | - | 241 | - | - | 241 | - | 241 |
| Other comprehensive income/(loss) |
- | - | - | - | (12 002) | (12 002) | 70 | (11 932) |
| Total comprehensive profit/(loss) |
- | - | (6 755) | 28 890 | (12 002) | 10 133 | 14 | 10 147 |
| 31 December 2016 | 56 | 24 387 | 43 217 | 126 825 | (128 876) | 65 609 | (552) | 65 057 |
| 31 December 2016 | 56 | 24 387 | 43 217 | 126 825 | (128 876) | 65 609 | (552) | 65 057 |
| Сomprehensive income/(loss) for the year |
||||||||
| Profit (loss) for the period | - | - | - | 17 528 | - | 17 528 | 262 | 17 790 |
| Revaluation of property, plant and equipment Deferred tax charged |
- | - | 21 714 | - | - | 21 714 | 945 | 22 659 |
| directly to revaluation of property, plant and equipment |
- | - | (761) | - | - | (761) | (170) | (931) |
| Amortization of revaluation reserve Deferred tax charged |
- | - | (5 485) | 5 485 | - | - | - | - |
| directly to amortization of revaluation reserve |
- | - | 140 | - | - | 140 | - | 140 |
| Other comprehensive income/(loss) |
- | - | - | - | (3 824) | (3 824) | 4 | (3 820) |
| Total comprehensive profit/(loss) |
- | - | 15 608 | 23 013 | (3 824) | 34 797 | 1 041 | 35 838 |
| Contributions by and distributions to owners |
||||||||
| Issue of share capital | 3 | 5 125 | - | - | - | 5 128 | - | 5 128 |
| Distribution of dividends | - | - | - | (1 985) | - | (1 985) | - | (1 985) |
| Total contributions by and distributions to |
3 | 5 125 | - | (1 985) | - | 3 143 | - | 3 143 |
| owners 31 December 2017 |
59 | 29 512 | 58 825 | 147 853 | (132 700) | 103 549 | 489 | 104 038 |
__________signed____________
Alex Lissitsa
Chief Executive Officer Chief Financial Officer
Dmytro Martyniuk
__________signed____________
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 31 December 2017
(in thousand USD, unless otherwise stated)
| Note | For the year ended 31 December 2017 |
For the year ended 31 December 2016 |
|
|---|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES: | |||
| Profit/(loss) before tax from continuing operations | 17 787 | 21 489 | |
| Adjusted to reconcile profit before tax with net cash used | |||
| in operating activities: | |||
| Gain from changes in fair value of biological assets and agricultural produce, net |
8 | (62 777) | (66 187) |
| Disposal of revaluation of biological assets and agricultural | |||
| produce in the cost of sales, net | 9 | 61 240 | 49 514 |
| Depreciation and amortization | 14 | 9 005 | 11 248 |
| Interest expenses and other financial expenses | 16 | 6 341 | 12 630 |
| Effect of additional return | 4 214 | 3 715 | |
| Write-offs of property, plant and equipment | 1 656 | 1 764 | |
| Gain on recovery of assets previously written off | 12 | (968) | (885) |
| Share based payment | 851 | - | |
| Foreign currency exchange loss/(gain), net | 717 | 8 464 | |
| Lost crops | 13 | 560 | 389 |
| Loss on disposal of property, plant and equipment | 13 | 514 | 519 |
| Shortages and losses due to impairment of inventories | 13 | 381 | 350 |
| Reversal of impairment of property, plant and | (320) | - | |
| equipment/(impairment), net | |||
| Interest income | 16 | (298) | (336) |
| Gain on disposal of inventories | 12 | (279) | (28) |
| Income from write-offs of accounts payable | 12 | (245) | (938) |
| Accruals for unused vacations | 182 | 141 | |
| Accruals for audit services | 112 | 106 | |
| Write-offs of VAT | 13 | 84 | 144 |
| Income from the exchange of property certificates | 12 | (27) | (320) |
| Allowance for doubtful accounts receivable | 13 | 19 | 63 |
| Cash flows from operating activities before changes in working capital |
38 748 | 41 842 | |
| Changes in trade accounts receivable | 57 | 712 | |
| Changes in prepayments and other current assets | 5 506 | (2 950) | |
| Changes in inventories | (13 412) | 10 624 | |
| Changes in current biological assets | 7 071 | (4 270) | |
| Changes in trade accounts payable | (764) | (790) | |
| Changes in other current liabilities and accrued expenses | 1 770 | 134 | |
| Cash flows from operations | 38 976 | 45 302 | |
| Interest paid | (6 540) | (15 825) | |
| Income tax paid | (24) | (190) | |
| Net cash flows from operating activities | 32 412 | 29 287 |
__________signed____________
Alex Lissitsa Chief Executive Officer Chief Financial Officer
__________signed____________ Dmytro Martyniuk
CONSOLIDATED STATEMENT OF CASH FLOWS (continued)
For the year ended 31 December 2017 (in thousand USD, unless otherwise stated)
| Note | For the year ended 31 December 2017 |
For the year ended 31 December 2016 |
|
|---|---|---|---|
| CASH FLOWS FROM INVESTING ACTIVITIES: | |||
| Purchase of property, plant and equipment | (5 140) | (5 235) | |
| Purchase of non-current biological assets | - | (38) | |
| Purchase of intangible assets | (55) | (155) | |
| Proceeds from disposal of property, plant and equipment | 256 | 428 | |
| Net cash flows from investing activities | (4 939) | (5 000) | |
| CASH FLOWS FROM FINANCING ACTIVITIES: | |||
| Proceeds from long-term and short-term borrowings | 32 587 | 61 375 | |
| Repayment of long-term and short-term borrowings | (54 569) | (83 154) | |
| Issue of share capital | 22 | - | |
| Repayment of dividends | (1 985) | - | |
| Net cash flows from financing activities | (23 945) | (21 779) | |
| NET CASH FLOWS | 3 528 | 2 508 | |
| Cash and cash equivalents as at the beginning of the period |
28 | 4 180 | 6 673 |
| Effect of translation into presentation currency | (1 616) | (5 001) | |
| Cash and cash equivalents as at the end of the period | 28 | 6 092 | 4 180 |
__________signed____________
Alex Lissitsa
__________signed____________ Dmytro Martyniuk Chief Executive Officer Chief Financial Officer
(in thousand USD, unless otherwise stated)
1. Description of formation and business.
IMC S.A. (the "Parent company") is a limited liability company registered under the laws of Luxembourg on 28 December 2010 for an unlimited period of time. IMC S.A. was formed to serve as the ultimate holding company of Unigrain Holding Limited and its subsidiaries. The registered address of IMC S.A. is L-1468, 16 rue Erasme, Luxembourg, Grand Duchy Luxembourg, its register number within the Registre de Commerce et des Sociétés du Luxembourg is RCS Lu B157843.
IMC S.A. and its subsidiaries (the "Group" or the "IMC") is an integrated agricultural company in Ukraine. The main areas of the Group's activities are:
- cultivation of grain and oilseeds crops, potato production;
- dairy farming;
- storage and processing of grain and oilseeds crops.
The Group is among Ukraine's top-10 industrial milk producers. The grain and oilseeds crops produced by the Group are sold in both the Ukrainian and export markets.
Until December 2010 there was no holding company for the Group.
In June 2009 in the course of the corporate reorganization Unigrain Holding Limited was established as a sub-holding company of the Group. Through the series of transactions Unigrain Holding Limited became the immediate parent of Burat-Agro, Ltd., Burat, Ltd., Chernihiv Industrial Milk Company, Ltd., PRJSC Mlibor, PRJSC Poltava Kombikormoviy Zavod and Zemelniy Kadastroviy Centr SA.
In December 2010 IMC S.A. was registered as a holding company of the Group through the ownership of 100% of the voting shares in the company Unigrain Holding Limited.
In June 2011 Unigrain Holding Limited acquired 100% of the voting shares in the company PAE Promin, PE Progress 2010, PAE Slavutich. In November 2011 companies PAE Slavutich and PE Progress 2010 were merged to Chernihiv Industrial Milk Company, Ltd and the company PAE Promin was merged to Burat-Agro, Ltd.
In August 2011 trading company Aristo Eurotrading was formed.
In December 2011 Unigrain Holding Limited acquired 100% of the voting shares in the company AF Kalynivska 2005, Ltd, AF Zhovtneva, Ltd, AF Shid-2005, Ltd, APP Virynske, Ltd, Pisky, Ltd., SE "Viry-Agro" and 80,61% of the voting shares in the company PRJSC "Viryvske HPP".
In March 2012 Unigrain Holding Limited acquired 100% of the voting shares in the company Ukragrosouz KSM, Ltd.
In June 2012 Unigrain Holding Limited acquired 100% of the voting shares in the company PAC Slobozhanschina Agro.
In November 2012 the Group was restructured and 6 companies were joined to PAC Slobozhanschina Agro: AF Kalynivska-2005 Ltd, AF Zhovtneva Ltd, AF Shid-2005 Ltd, AIE Vyrynske Ltd, Pisky Ltd, SE Vyry-Agro.
In December 2012 Unigrain Holding Limited acquired 100% of the voting shares in the company Bluerice Limited. The following companies became the part of the Group, as their owner is Bluerice Limited: Agroprogress Holding Ltd, Agroprogress PE, Bobrovitsky Hlebzavod Ltd, Plemzavod Noviy Trostyanets Ltd, PRJSC "Bobrovitske HPP", Losinovka-Agro Ltd, Parafiyivka-Progress Ltd, Nosovsky Saharny Zavod Ltd.
In November 2013 trading company Negoce Agricole S.A. was formed.
In December 2013 Losinovka-Agro Ltd was joined to Agroprogress PE.
During the year 2013 the Group acquired the voting shares in the company AgroKIM Ltd and on 30 December 2013 the acquisition was completed and 100% of the voting shares were owned by the Group.
In April 2014 Parafiyivka-Progress Ltd was joined to AgroKIM Ltd.
In May 2015 Plemzavod Noviy Trostyanets Ltd was joined to AgroKIM Ltd.
In May 2016 Ukragrosouz KSM Ltd was joined to Burat-Agro Ltd. (noted * in column cumulative ownership ratio, % as at 31 December 2016).
In October 2016 Zemelniy Kadastroviy Centr PE and Agroprogress Holding Ltd left the Group (noted ** in column cumulative ownership ratio, % as at 31 December 2016).
In December 2016 Bluerice Limited left the Group (noted *** in column cumulative ownership ratio, % as at 31 December 2016).
On 26 April 2017 IMC S.A. (formally Industrial Milk Company S.A., hereinafter the Company) informs that official name of the Company has been changed from Industrial Milk Company S.A. to IMC S.A.
All companies comprising the Group were under the control of the same beneficial owner Mr. Petrov A.L. as at all the reporting dates and have effectively operated as an operating group under common management.
(in thousand USD, unless otherwise stated)
The principal activities of the companies comprising the Group are as follows:
| Year | Cumulative ownership ratio, % |
||||
|---|---|---|---|---|---|
| Operating entity | Principal activity | Country of registration |
established/ acquired |
31 December 2017 |
31 December 2016 |
| IMC S.A. | Holding company | Luxembourg | 28.12.2010 | 100 | 100 |
| Burat-Agro Ltd. | Agricultural and farming production |
Ukraine | 31.12.2007 | 100 | 100 |
| Burat Ltd. | Grain elevator | Ukraine | 31.12.2007 | 100 | 100 |
| Chernihiv Industrial Milk Company Ltd. |
Agricultural and farming production |
Ukraine | 31.12.2007 | 100 | 100 |
| PrJSC Poltava Kombilormoviy Zavod |
Granting of PPE into finance lease |
Ukraine | 31.12.2007 | 87,56 | 87,56 |
| PrJSC Mlibor | Grain elevator | Ukraine | 31.05.2008 | 72,85 | 72,85 |
| Unigrain Holding Limited | Subholding company | Cyprus | 02.06.2009 | 100 | 100 |
| Zemelniy Kadastroviy Centr PE | Preparation of technical documentation concerning land issues |
Ukraine | 23.11.2010 | - | ** |
| Aristo Eurotrading Limited | Trading company | British Virgin Islands |
30.08.2011 | 100 | 100 |
| PrJSC ''Vyryvske HPP" | Grain elevator | Ukraine | 28.12.2011 | 80,61 | 80,61 |
| Ukragrosouz KSM Ltd | Agricultural production | Ukraine | 29.03.2012 | - | * |
| PAC Slobozhanschina Agro | Agricultural production | Ukraine | 26.06.2012 | 100 | 100 |
| Bluerice Limited | Subholding company | Cyprus | 28.12.2012 | - | *** |
| Agroprogress Holding Ltd | Subholding company | Ukraine | 28.12.2012 | - | ** |
| Agroprogress PE | Agricultural and farming production |
Ukraine | 28.12.2012 | 100 | 100 |
| Bobrovitsky Hlebzavod Ltd | Bakery production | Ukraine | 28.12.2012 | 100 | 100 |
| PrJSC "Bobrovitske HPP" | Grain elevator | Ukraine | 28.12.2012 | 92,83 | 92,83 |
| Nosovsky Saharny Zavod Ltd | Storage facilities | Ukraine | 28.12.2012 | 100 | 100 |
| Negoce Agricole S.a r.l. | Trading company | Luxembourg | 19.11.2013 | 100 | 100 |
| AgroKIM Ltd. | Agricultural and farming production, grain elevator |
Ukraine | 30.12.2013 | 100 | 100 |
Today IMC is the vertically integrated and high-technology group of companies operating in Sumy, Poltava and Chernihiv region (northern and central Ukraine).
The Group controls 133,4 thousand ha (129,6 thousand ha under processing of high quality arable land). As at 31 December 2017 the Group operates in three segments: crop farming, dairy farming, elevators and warehouses.
The financial year of the Group begins on 01 January of each year and terminates on 31 December of each year.
The Group's Consolidated financial statements are public and available at:
http://www.imcagro.com.ua/en/investor-relations/financial-reports.
(in thousand USD, unless otherwise stated)
2. Basis of preparation of the Consolidated financial statements
Statement of compliance
These Consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and as adopted by the European Union.
These Consolidated financial statements are based on principal accounting policies and critical accounting estimates and judgments that are set out below. These accounting policies and assumptions have been applied consistently to all periods presented in these Consolidated financial statements.
Companies comprising the Group which are incorporated in Ukraine maintain their accounting records in accordance with Ukrainian regulations. Ukrainian statutory accounting principles and procedures differ from those generally accepted under IFRS. Accordingly, the Consolidated financial statements, which have been prepared from the Ukrainian statutory accounting records for the entities of the Group domiciled in Ukraine, reflect adjustments necessary for such financial statements to be presented in accordance with IFRS.
Going concern
These Consolidated financial statements have been prepared on a going concern basis, which contemplates the disposal of assets and the settlement of liabilities in the normal course of business. The recoverability of Group's assets, as well as the future operations of the Group, may be significantly affected by the current and future economic environment. Management believes that Group has reliable access to sources of financing capable to support appropriate operating activity of Group entities. These Consolidated financial statements do not include any adjustments should the Group be unable to continue as going concern.
Basis of measurement
The Consolidated financial statements are prepared under historical cost basis except for the revalued amounts of property, plant and equipment, biological assets and agricultural produce.
The Group's management has decided to present and measure these Consolidated financial statements in United States Dollars ("USD"). A significant portion of sales contracts and financing are denominated in USD.
Use of estimates
The preparation of these Consolidated financial statements involves the use of reasonable accounting estimates and requires the Management to make judgments in applying the Group's accounting policies. These estimates and assumptions are based on Management's best knowledge of current events, historical experience and other factors that are believed to be reasonable. Note 4 contains areas, related to a high degree of importance or complexity in decision-making, or areas where assumptions and estimates are important for amounts of revenues, expenses, assets and liabilities and the disclosure of contingent liabilities at the end of the reporting period.
Foreign currency translation
Functional and presentation currency
Items included in the financial statements of each of the Group's companies are measured using the currency of the primary economic environment in which the company operates ("the functional currency"). For the companies of the Group operating in Ukraine the Ukrainian Hryvna ("UAH") is the functional currency. For the companies operating in Cyprus and Luxembourg the functional currency is Euro ("EUR").
These Consolidated financial statements are presented in the thousands of United States Dollars ("USD"), unless otherwise indicated.
(in thousand USD, unless otherwise stated)
Foreign currency transactions and balances
Transactions in foreign currencies are initially recorded by the Group entities at their respective functional currency rates prevailing at the date of the transaction.
Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency spot rate of exchange ruling at the reporting date. All exchange differences are taken to the statement of comprehensive income with the exception of all monetary items that provide an effective hedge for a net investment in a foreign operation. These are recognised in other comprehensive income until the disposal of the net investment, at which time they are recognised in the statement of comprehensive income. Tax charges and credits attributable to exchange differences on those monetary items are also recorded in equity.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined.
The principal exchange rates used in the preparation of these Consolidated financial statements are as follows:
| Currency | 31 December | Average for the year | 31 December | Average for the year | 31 December |
|---|---|---|---|---|---|
| 2017 | ended 31 December 2017 | 2016 | ended 31 December 2016 | 2015 | |
| UAH/ USD | 28,067223 | 26,59473 | 27,190858 | 25,54577 | 24,000667 |
Translation into presentation currency
The results and financial position of all the Group entities (none of which has the currency of a hyper-inflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
-
assets and liabilities for each balance sheet presented are translated at the official rate at the date of the balance sheet;
-
income and expenses are translated at average exchange rate for the period, unless fluctuations in exchange rates during that period are significant, in which case income and expenses are translated at the rate on the dates of the transactions;
-
all the equity and provision items are translated at the rate on the dates of the transactions;
-
all resulting exchange differences are recognized as a separate component of other comprehensive income;
-
in the consolidated statement of cash flows cash balances at the beginning and end of each presented period are translated at rates prevailing at corresponding dates. All cash flows are translated at average exchange rates for the periods presented. Exchange differences arising from the translation are presented as the effect of translation into presentation currency.
Principles of consolidation
Subsidiaries
Subsidiaries are all entities over which the Group has the power to govern the financial and operating policies generally accompanying a shareholding of more than one-half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases.
The acquisition method of accounting is used to account for the acquisition of subsidiaries. The cost of an acquisition is measured at the fair value of the assets given up, equity instruments issued and liabilities incurred or assumed at the date of acquisition, plus costs directly attributable to the acquisition. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured at their fair values at the acquisition date. The excess of the cost of acquisition over the fair value of the Group's share of the identifiable net assets acquired is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognized directly in the statement of comprehensive income.
Inter-company transactions, balances and unrealized gains on transactions between Group companies are eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.
Financial statements of Parent company and its subsidiaries, which are used while preparing the Consolidated financial statements, should be prepared as at the same date on the basis of consistent application of accounting policy for all companies of the Group.
(in thousand USD, unless otherwise stated)
3. Summary of significant accounting policies
Property, plant and equipment
Property, plant and equipment are stated at their revalued amounts that are the fair value at the date of revaluation, less any subsequent accumulated depreciation and subsequent accumulated impairment losses. Any accumulated depreciation at the date of revaluation is restated proportionately with the change in the gross carrying amount of the asset so that the carrying amount of the asset after revaluation equals its revalued amount.
If there is no data about the market value of property, plant and equipment due to the nature of highly specialized machinery and equipment, such objects are evaluated according to acquisition expenses under present-day conditions, adjusted by an ageing percentage.
Property, plant and equipment of acquired subsidiaries are initially recognised at their fair value which is based on valuations performed by independent professionally appraisers.
Valuations are performed frequently enough to ensure that the fair value of a remeasured asset does not differ materially from its carrying amount as at reporting date.
Increases in the carrying amount arising on revaluation of property, plant and equipment are recognised in other comprehensive income and accumulated in equity under the line Revaluation reserve. Decreases in the carrying amount as a result of a revaluation are in profit or loss. However, the increase is recognised in profit or loss to the extent that it reverses a revaluation decrease of the same asset previously recognised in profit or loss. Decrease related to previous increase of the same asset is recognized against other reserves directly in equity.
The revaluation surplus included in equity in respect of an item of property, plant and equipment is transferred directly to retained earnings as the asset is used by an entity (in the amount that is the difference between depreciation based on the revalued carrying amount of the asset and depreciation based on the asset's original cost) and when the asset is derecognized (in the full amount).
Subsequent major costs are included in the asset's carrying amount or recognized as a separate asset, as appropriate, only when it is probable that these replacements will materially extend the life of property, plant and equipment or result in future economic benefits. The carrying amount of the replaced part is derecognized. All other day-to-day repairs and maintenance are charged to the statement of comprehensive income during the financial period in which they are incurred.
Property, plant and equipment or their essential component are written-off in a case of their disposal or if future economic benefits from use or disposal of such asset are not expected. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the other incomes (expenses) in the statement of comprehensive income when the asset is derecognized.
Depreciation of an asset begins when it is available for use, i.e., when it is in the location and condition necessary for it to be capable of operating in the manner intended by Management. Depreciation of an asset ceases when the asset is derecognized. Depreciation does not cease when the asset becomes idle or is retired from active use and held for disposal unless the asset is fully depreciated.
Depreciation on assets is calculated using the straight-line method to allocate their revalued amounts to their residual values over their estimated useful lives, as follows:
| - | Buildings | 15-55 years |
|---|---|---|
| - | Machinery | 5-30 years |
| - | Motor vehicles | 5-20 years |
| - | Other assets | 5-20 years |
The assets' residual values and useful lives are reviewed and adjusted, if appropriate, at each balance sheet date.
Land is not depreciated.
Construction in progress comprises costs directly related to the construction of property, plant and equipment, as well as the relevant variable and fixed overhead costs related to the construction. These assets are depreciated from the moment when they are ready for operation.
(in thousand USD, unless otherwise stated)
Intangible assets
Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is their fair value as at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and any accumulated impairment losses.
Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in the statement of comprehensive income in other income (expenses) when the asset is derecognized.
The Group determines whether the useful life of an intangible asset is finite or indefinite.
Useful life of intangible assets is indefinite if the Group suggests that the period during which it is expected that the object of intangible assets will generate net cash inflows to the organization has no foreseeable limit. Intangible assets with indefinite useful lives are not amortized, but reviewed for impairment.
Amortisation of intangible assets is charged to the statement of comprehensive income on a straight-line basis over the estimated useful lives of intangible assets from the date they are available for use. The following estimated useful lives, which are re-assessed annually, have been determined for classes of finite-lived intangible assets:
- Land lease rights 5-15 years
- Computer software 5 years
Impairment of property, plant and equipment and intangible assets
The carrying amounts of property, plant and equipment and intangible assets are reviewed at each balance sheet date to determine whether there is any indication of impairment. If any such indication exists, the asset's recoverable amount is estimated in order to determine the extent of the impairment loss, if any. Where it is impossible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of a cash-generating unit to which the asset belongs.
The recoverable amount is the higher of the fair value of an asset less costs to sell and its value in use. Value in use is the net present value of expected future cash flows, discounted on a pre-tax basis, using a rate that reflects current market assessments of the time value of money.
An impairment loss is recognized whenever the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. Impairment losses are recognized in the statement of comprehensive income.
A previously recognized impairment loss is reversed only if there has been a change in the assumptions used to determine the asset's recoverable amount since the last impairment loss was recognized. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognized for the asset in prior years. Such reversal is recognized in the statement of comprehensive income unless the asset is carried at a revalued amount, in which case the reversal is treated as a revaluation increase.
Biological assets
The biological assets are classified as non-current and current depending on the expected pattern of consumption of the economic benefits embodied in the biological assets.
The following categories of biological assets are distinguished by the Group:
- Non-current biological assets of plant-breeding at fair value;
- Non-current biological assets of cattle-breeding at fair value;
- Current biological assets of plant-breeding measured at fair value;
- Current biological assets of cattle-breeding measured at fair value.
The Group assesses a biological asset at initial recognition and at each balance sheet date at fair value less estimated point-of-sale costs, except for the cases where the fair value cannot be determined with reasonable assurance.
Gains or losses from movements in the fair value of biological assets less estimated selling and distribution expenses of the Group are recorded in the period they are incurred in the statement of comprehensive income as Gain (loss) from changes in fair value of biological assets and agricultural produce, net.
(in thousand USD, unless otherwise stated)
The Group capitalizes expenses between the reporting dates into the cost of biological assets.
- Biological assets of plant-breeding
The capitalized expenses include all the direct costs and overhead costs related to the farming division. Such costs may include the following costs: raw materials (seeds, mineral fertilizers, fuel and other materials), wages and salaries expenses of production personnel and related charges, amortization and depreciation, land lease expenses and other taxes, third parties' services and other expenses related to the cultivation and harvesting of biological assets of plant-breeding.
- Biological assets of animal-breeding
The capitalized expenses include all the direct costs and overhead costs related to the livestock breeding. The types of costs that are capitalized in the current biological assets of animal breeding are the following: fodder, means of protection of animals and artificial insemination, fuel and other materials, wages and salaries expenses of production personnel and related charges, amortization and depreciation, third parties' services and other expenses related to the current biological assets of animal breeding.
All expenses related to the non-current biological assets of cattle breeding are included into the cost of milk. The expenses on works connected with preparation of the lands for future harvest are included into the Inventories as work-in-progress. After works on seeding on these lands the cost of field preparation is reclassified to biological assets held at fair value.
Agricultural produce
The Group classifies the harvested product of the biological assets as agricultural produce. Agricultural produce is measured at its fair value less costs to sell at the point of harvest. The difference between the cost and fair value less costs to sell at the point of harvest of harvested agricultural produce is recognized in the statement of comprehensive income as Gain (loss) from changes in fair value of biological assets and agricultural produce, net.
After the initial recognising as at the date of harvesting agricultural produce is treated as inventories. Agricultural produce measurement as at the date of harvest becomes inventories' cost to account.
Inventories
Inventories are measured at the lower of cost or net realizable value.
The cost of inventories comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition.
The cost of agriculture produce is its fair value less costs to sell at the point of harvesting.
The cost of work in progress and finished goods includes costs of direct materials and labor and other direct productions costs and related production overheads (based on normal operating capacity). Costs are capitalized in work in progress for preparing and treating land prior to seeding in the next period. Work in progress is transferred to biological assets once the land is seeded.
The cost of inventories is assigned by using FIFO method.
Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale.
The Group periodically analyses inventories to determine whether they are damaged, obsolete or slow-moving or if their net realizable value has declined, and makes an allowance for such inventories. If such situation occurred, the sum remissive the cost of inventories should be reflected as a part of other expenses in statement of comprehensive income.
(in thousand USD, unless otherwise stated)
Financial assets
The Group's financial assets include cash and cash equivalents, trade and other accounts receivable, other receivables.
Management determines the classification of financial assets at initial recognition and re-evaluates this designation at every balance sheet date. Financial assets are classified in the following category at the time of initial recognition based on the purpose for which the financial assets were acquired:
"Loans and receivables" that are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. This category includes landings given that appeared owing to issuance of facilities to debtor. Receivables include trade and other accounts receivables.
Financial assets are recognized initially at fair value plus directly attributable transaction costs.
The category of financial assets "Loans and receivables" is subsequently measured as follows:
- Receivables are measured at amortized cost using the effective interest method, less allowance for impairment.
- Borrowings issued are measured at amortized cost less impairment losses.
Financial assets are derecognized when the rights to receive cash flows from the financial assets have expired or where the Group has transferred substantially all risks and rewards of ownership.
Financial assets of the Group are assessed for indications of impairment at each reporting date. A financial asset is deemed to be impaired if there is objective evidence indicating that a loss event has occurred after initial recognition of the financial asset, and that the loss event has a negative effect on the estimated future cash flows of the financial asset that can be reliably estimated.
For "Loans and receivables" the amount of impairment is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. For trade and other receivables, the carrying amount is reduced through the use of an allowance account and for borrowings the carrying amount is reduced directly by the impairment loss. If there is objective evidence that the Group is not able to collect all amounts due to the original terms of the receivables, the allowance for impairment is established. When a receivable is determined to be uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Forming of the allowance account is recognized in statement of comprehensive income as other operating expenses.
Prepayments and other non-financial assets
Prepayments are reflected at nominal value less VAT and accumulated impairment losses, other non-financial assets are reflected at nominal value less accumulated impairment losses.
Prepayments are classified as non-current assets when the goods or services relating to the prepayment are expected to be obtained after one year, or when the prepayment relates to an asset which will itself be classified as non-current upon initial recognition.
A given to the Management option to purchase the Group's shares is classified as deferred expenses in the amount of exceeding of quoted share price under subscription price with impact on share premium in equity. The deferred expenses are recognized as expenses of the period in the line Wages and salaries of administrative personnel and related charges during the term of exercising of the option.
If there is an indication that the assets, goods or services relating to a prepayment will not be received, the carrying value of the prepayment is written down accordingly and a corresponding impairment loss is recognised as a part of other expenses in statement of comprehensive income.
Cash and cash equivalents
Cash and cash equivalents include cash in bank and cash in hand, call deposits, other short-term highly liquid investments with original maturities of three months or less.
(in thousand USD, unless otherwise stated)
Financial liabilities
The Group's financial liabilities include trade and other payables, loans and borrowings, share purchase warrant.
Financial liabilities are recognized initially at fair value minus directly attributable transaction costs.
The Group classifies its financial liabilities as subsequently measured at amortized cost using the effective interest method.
Any difference between amount of received resources and sum to repayment is recorded as interest expenses in statement of comprehensive income at effective interest rate method during the period, when borrowings were received.
A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires.
When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognized in the income statement.
Leases
The determination of whether an arrangement is, or contains a lease is based on the substance of the arrangement at inception date: whether fulfillment of the arrangement is dependent on the use of a specific asset or assets or the arrangement conveys a right to use the asset.
Group as a lessee
Leases, which transfer to the Group substantially all the risks and benefits incidental to ownership of the leased item, are classified as finance leases. Assets held under finance lease are included in property, plant and equipment since the commencement of lease at the lower of the fair value of leased property and present value of minimum lease payments. Lease payments are apportioned between finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are recognized in the statement of comprehensive income.
Leased assets are depreciated over the useful life of the asset. However, if there is no reasonable certainty that the Group will obtain ownership by the end of the lease term, the asset is depreciated over the shorter of the estimated useful life of the asset and the lease term.
Operating lease payments are recognized as an expense in the statement of comprehensive income on a straight-line basis over the lease term.
Group as a lessor
Leases where the Group does not transfer substantially all the risks and benefits of ownership of the asset are classified as operating leases. Initial direct costs incurred in negotiating an operating lease are added to the carrying amount of the leased asset and recognized over the lease term on the same basis as rental income. Contingent rents are recognised as revenue in the statement of comprehensive income in the period in which they are earned. Costs, including depreciation, incurred in earning the lease income are recognized as an expense.
Government grants
The Ukrainian legislation provides various tax benefits and grants for companies engaged in agriculture. Such benefits and grants are approved by the Supreme Council of Ukraine, the Ministry of Agrarian Policy, Ministry of Finance and local authorities.
Government grants related to VAT
According to the Ukrainian tax legislation, the agricultural enterprises (whose income from sale of agricultural products is not less than 75% of the total gross income, or enterprises which sell meat and milk products irrespective of the volume of such transactions) received benefits regarding VAT payment on agricultural operations. Correspondingly above, in Y2016 one part of VAT amount was to be paid to the State budget and other part of VAT amount was transferred to the entity's special bank account and could be used to make payments relating to the agricultural activities. As a result of these operations tax amounts were recognized in the statements of comprehensive income as other operating income.
Since 01 January 2017 there were no VAT preferences for farmers.
(in thousand USD, unless otherwise stated)
Taxation
Income tax
Income tax expense represents the amount of the tax currently payable and deferred tax.
Income tax expenses are recorded as expenses or income in the statement of comprehensive income, except when they relate to items directly attributable to other comprehensive income (in which case the amount of tax is taken to other comprehensive income), or when they arise at initial recognition of company acquisition.
i. Current income tax
Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, by the reporting date, in the countries where the Group operates and generates taxable income.
ii. Deferred income tax
Deferred tax is provided using the liability method on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.
Deferred tax liabilities are recognized for all taxable temporary differences, except:
- where the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; - in respect of taxable temporary differences associated with investments in subsidiaries, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.
Deferred tax assets are recognized for all deductible temporary differences, carry forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilized except:
-
where the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss;
-
in respect of deductible temporary differences associated with investments in subsidiaries, deferred tax assets are recognized only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilized.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized. Unrecognized deferred tax assets are reassessed at each reporting date and are recognized to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date. Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current income tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.
Single tax 4th group (previously Fixed agricultural tax)
According to effective legislation, the Ukrainian consolidated companies of the Group involved in production, processing and sale of agricultural products may opt for paying single tax 4th group in lieu of income tax, land tax and some other local taxes if the revenues from sale of their own agricultural products constitute not less than 75% of their total (gross) revenues. The single tax 4th group is assessed at 0,95% on the deemed value of the land plots owned or leased by the entity (0,81% in 2016). As at 31 December 2017, 5 of the companies comprising the Group were elected to pay single tax 4th group (2016: 5).
Value added tax (VAT)
VAT output equals to the total amount of VAT collected within a reporting period, and arises on the earlier of the date of shipping goods to a customer or the date of receiving payment from the customer. VAT input is the amount that a taxpayer is entitled to offset against his VAT liability in a reporting period. Rights to VAT input arise on the earlier of the date of payment to the supplier or the date goods are received.
Revenue, expenses and assets are recognized less VAT amount, except cases, when VAT arising on purchases of assets or services, is not recoverable by tax authority; in this case VAT is recognized as part of purchase costs or part of item of expenses respectively. Net amount of VAT, recoverable by tax authority or paid, is included into accounts receivable and payable, reflected in consolidated statement of financial position.
Other taxes payable
Other taxes payable comprise liabilities for taxes other than above, accrued in accordance with legislation enacted or substantively enacted by the end of the reporting period.
(in thousand USD, unless otherwise stated)
Provisions
Provisions are recognized when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.
Contingent assets and liabilities
Contingent liabilities are not recognized in the financial statements. The Group discloses information about contingent liabilities in the Notes to financial statements if any, except for the cases where fulfillment of contingent liabilities is unlikely; because of the remoteness of the event (possible repayment period is more than 12 months).
The Group constantly analyzes contingent liabilities to determine the possibility of their repayment. If the repayment of a liability, which was previously characterized as contingent, becomes probable, the Group records the provision for the period in which repayment of the obligation has become probable.
Contingent assets are not recognized in the financial statements, but disclosed in the Notes where there is a reasonable possibility of future economic benefits.
Share capital
Ordinary shares issued are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction. Any excess of the fair value of consideration received over the par value of shares issued is presented in financial statements as Share premium.
Share based payment
Management Incentive Plan defined an option for a Management to purchase the Group's new shares under the subscription price. The issue of these new shares has an impact on Equity – it increases the line Share capital in the amount of subscription and the line Share premium in the amount that quoted share price exceeds subscription price. At the same tme the deferred expenses were recognized in the amount of share premium. The deferred expenses are recognized as expenses of the period in the line Wages and salaries of administrative personnel and related charges during the term of exercising of the option.
Dividends
Dividends are recognized as a liability and deducted from shareholders' equity at the balance sheet date only if they are declared before or on the balance sheet date. Dividends are disclosed when they are proposed before the balance sheet date or proposed or declared after the balance sheet date but before the Consolidated financial statements are authorized for issue.
Earnings per share
Earnings per share are determined by dividing the net profit or loss attributable to the owners of parent company by the weighted average number of shares outstanding during the reporting period.
(in thousand USD, unless otherwise stated)
Revenue recognition
The Group recognizes revenue when the amount of revenue can be reliably measured and it is probable that future economic benefits will flow to the Group.
Revenue is measured at fair value of consideration amount received or receivable for the sale of goods and services in the ordinary course of the Group's business activities. Revenue is recorded excluding taxes and duties on sales, discounts and returns.
Sales of goods
Revenue from sales of goods is recognised at the point of transfer of risks and rewards of ownership of the goods, normally when the goods are shipped. If the Group agrees to transport goods to a specified location, revenue is recognised when the goods are passed to the customer at the destination point. The Group uses standardised INCOTERMS which define the point of risks and reward transfers.
Rendering of services Revenue from rendering services is recognized on the basis of the stage of work completion under each contract. When financial result can be measured reliably, revenue is recognized only to the extent of the amount of incurred charges, which can be recovered.
Income from the exchange of property certificates
When the items of property, plant and equipment are acquired in exchange for non-cash asset (property certificate), the initial value of such assets is estimated at fair value. The difference between the price paid for property certificates and the fair value of received items of property, plant and equipment is recognized as income in the period of the exchange operation.
Borrowing costs
Borrowing costs consist of interest and other costs that the Group incurs in connection with the borrowing of funds.
Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalized as part of the cost of the respective assets. Investment income resulting from temporary investment of received borrowing costs, until their expensing for the purchase of capital construction objects, shall be deducted from the cost of raising borrowing costs that may be capitalized.
All other borrowing costs are expensed in the period they occur.
4. Critical accounting estimates and judgments
The preparation of the Group's Consolidated financial statements requires Management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets, liabilities and the disclosure of contingent assets and liabilities at the end of the reporting period. However, uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of the asset or liability affected in future periods.
Used estimates and assumptions are reviewed by the Management of the Group on a continuous basis, by reference to past experiences, current trends and all available information that is relevant at the time of preparation of financial statements. Adjustments to accounting estimates are recognized in the period in which the estimate is revised if the change affects only that period or in the period of the revision and subsequent periods, if both periods are affected.
In the process of applying the Group's accounting policies, Management has made the following judgments, estimates and assumptions which have the most significant effect on the amounts reflected in the Consolidated financial statements.
(in thousand USD, unless otherwise stated)
Fair value of property, plant and equipment
The Group engages an independent appraiser to determine the fair value of property, plant and equipment on a regular basis.
The assessment is conducted in accordance with International Valuation Standards for property. The assessment procedure is carried out for all groups of property, plant and equipment. The fair value of items of property, plant and equipment is estimated on the basis of comparative and cost plus approaches.
The comparative approach is based on an analysis of sales prices and offers of similar items of property, plant and equipment, taking into account the appropriate adjustments for differences between the objects of comparison and assessment item. Based on the application of this approach, the fair value of property, plant and equipment is determined on the basis of their market value.
The cost approach involves the definition of present value of costs of reconstruction or replacement of the assessment item with their further adjustment by the depreciation (impairment) amount. Based on the application of this approach, the fair value of certain items of property, plant and equipment is determined in the amount of the replacement of these items. The cost plus method is adjusted by the income method data, which is based on the discounted cash flow model. This model is most sensitive to the discount rate, as well as to the expected cash flows and growth rates used for the extrapolation purposes. Judgments of the Group in determining the indices used in the appraisers' calculations may have a significant effect on the determination of fair value of property, plant and equipment, and hence on their carrying amount.
The fair value of property, plant and equipment of all the Group's companies has been measured as at 31 December 2017 by an independent appraiser LLC "Asset Expertise" (ODS Certificate No.439/15 as of 25 May 2015 issued by State Property Fund of Ukraine) (Note 19).
Useful lives of property, plant and equipment
Items of property, plant and equipment owned by the Group are depreciated using the straight-line method over their useful lives, which are calculated in accordance with business plans and operating calculations of the Group's Management with respect to those assets.
The estimated useful life and residual value of non-current assets are influenced by the rate of exploitation of assets, servicing technologies, changes in legislation, unforeseen operational circumstances. The Group's management periodically reviews the applicable useful lives. This analysis is based on the current technical condition of assets and the expected period in which they will generate economic benefits to the Group.
Any of the above factors may affect the future rates of depreciation, as well as carrying and residual value of property, plant and equipment.
There were not any changes in accounting estimates of remaining useful lives of items of property, plant and equipment in reported periods.
Impairment of property, plant and equipment and intangible assets
The Group carries out revaluations on a regular basis and conducts a full valuation exercise if there is an indication of impairment. An impairment review is conducted at the balance sheet date. To test property, plant and equipment and intangible assets for impairment, the Group's business is treated as three cash generating units: farming division, livestock breeding and storage and processing. The recoverable amount of the cashgenerating unit is determined on the basis of value in use. The amount of value in use for the cash-generating unit is determined on the basis of the most recent budget estimates prepared by management and application of the income approach of valuation.
As at 31 December 2017 the impairment of property, plant and equipment amounted to USD 272 thousand (as at 31 December 2016 impairment of property, plant and equipment and intangible assets was not identified) (Note 19).
Fair value of acquisition of subsidiaries
The Group engages an independent appraiser to determine the fair value of identifiable assets acquired and liabilities assumed at the acquisition date. Acquisitions often result in significant intangible benefits for the Group, some of which qualify for recognition as intangible assets. Significant judgment is required in the assessment and valuation of these intangible assets, often with reference to internal data and models.
The estimation of fair value of assets and liabilities is based upon quoted market prices and widely accepted valuation techniques, including discounted cash flows and market multiple analyses. Such estimates include assumptions about inputs to our discounted cash flow calculations, industry economic factors and business strategies.
(in thousand USD, unless otherwise stated)
Fair value of biological assets
Due to an absence of an active market for non-current biological assets for cattle-breeding and biological assets of plants-breeding in Ukraine, to determine the fair value of these biological assets, the Group used the discounted value of net cash flows expected from assets as at reporting date. Fair value is determined based on market prices and a current market-determinated pre-tax rate as at the date of valuation.
The fair value of current biological assets of cattle-breeding is measured using market prices as at reporting date. The fair value is determined based on market prices of livestock of similar age, breed and genetic merit.
The income from recognition of biological assets at fair value for the year ended 31 December 2017 amounted to USD 6 635 thousand (USD 7 318 thousand for the year ended 31 December 2016) (Note 8).
Fair value of agricultural produce
The Group estimates the fair value of agricultural produce at the date of harvesting using the current quoted prices in an active market. Costs to sell at the point of harvest are estimated based on expected future selling costs that depend on conditions of sales agreements. The fair value less costs to sell becomes the carrying value of inventories at the date of harvesting.
The income from recognition of agricultural produce at fair value for the year ended 31 December 2017 amounted to USD 56 142 thousand (USD 58 869 thousand for the year ended 31 December 2016) (Note 8).
Inventories
As at the reporting date the Group assesses the need to reduce the carrying amount of inventories to their net realizable value. The measurement of impairment is based on the analysis of market prices for similar inventories existing at the reporting date and published in official sources. Such assessments can have a significant impact on the carrying amount of inventories.
Besides, at each balance sheet date, the Group assesses inventories for surplus and obsolescence and determines the allowance for obsolete and slow moving inventories. Changes in assessment can influence the amount of required allowance for obsolete and slow moving inventories either positively or negatively.
At the reporting date the item Work-in-progress includes investments in the future harvest. The cost of these investments is based on expenses incurred during the current year. Investment valuation model includes a number of judgments of management about the benefits to be extracted from the utilization of such investments in the future. Management's estimates of the value of investments is based on the recommendations of scientific sources and agronomic calculations of the internal services of the Group.
For the year ended 31 December 2017 shortages and losses due to impairment of inventories amounted to USD 381 thousand (USD 350 thousand for the year ended 31 December 2016) (Note 13).
Fair value of financial instruments
The fair value of financial assets and liabilities is determined by applying various valuation methodologies. Management uses its judgment to make assumptions based on market conditions existing at each balance sheet date. Where the fair values of financial assets and financial liabilities recorded in the statement of financial position cannot be derived from active markets, they are determined using valuation techniques including the discounted cash flows model. Management uses discounted cash flow analysis for various loans and receivables as well as debt instruments that are not traded in active markets. The effective interest rate is determined by reference to the interest rates of instruments available to the Group in active markets. In the absence of such instruments, the effective interest rate is determined by reference to the interest rates of active market instruments available adjusted for the Group's specific risk premium estimated by Management.
(in thousand USD, unless otherwise stated)
Fair value measurement
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either in the principal market for the asset or liability, or in the absence of a principal market, in the most advantageous market for the asset or liability. The principal or the most advantageous market must be accessible to the Group.
A fair value measurement of a non-financial asset takes into account a market participant's ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.
All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:
- Level 1: Quoted (unadjusted) market prices in active markets for identical assets or liabilities.
- Level 2: Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable.
- Level 3: Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.
Impairment of trade and other accounts receivable
Management evaluates the recoverability of trade and other accounts receivable by estimating the likelihood of its collection. These estimations are based on an analysis of individual accounts. The amount of impairment is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. Management estimates the future cash flow by taking into consideration the following: analysis of trade and other accounts receivable in accordance with the contractual credit terms allowed to customers; the collection history of customers; the general economic conditions, the specifics of industry and the financial position of customers.
As at 31 December 2017 allowances for accounts receivable were recognized in the amount of USD 36 thousand (USD 37 thousand as at 31 December 2016) (Note 27).
Impairment of other financial and non-financial assets
Management assesses whether there are any indicators of possible impairment of other financial and non-financial assets at each reporting date. If any events or changes in circumstances indicate that the current value of the assets may not be recoverable or the assets, goods or services relating to a prepayment will not be received, the Group estimates the recoverable amount of assets. If there is objective evidence that the Group is not able to collect all amounts due to the original terms of the agreement, the corresponding amount of the asset is reduced directly by the impairment loss in the statement of comprehensive income. Subsequent and unforeseen changes in assumptions and estimates used in testing for impairment may lead to the result different from the one presented in the financial statements.
As at 31 December 2017 allowances for other financial and non-financial assets were recognized in the amount of USD 7 thousand (USD 8 thousand as at 31 December 2016) (Note 27).
Long-term VAT recoverable
The Group classifies the VAT recoverable balance as current or non-current based on expectations as to whether it will be realised within 12 months from the reporting date. In making this assessment, management considered past history of receiving VAT refunds from the State budget. For VAT recoverable expected to be set off against VAT liabilities in future periods, Management based its estimates on detailed projections of expected excess of VAT output over VAT input in the normal course of the business.
(in thousand USD, unless otherwise stated)
Taxation
The Group mostly operates in the Ukrainian tax jurisdiction. The Company'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 affect the income tax and deferred tax provisions in the period in which such determination is made.
As a result of unstable economic situation in Ukraine, tax authorities in Ukraine pay more and more attention to the business cycles. In connection with it, 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 norms may lead to serious fines and penalties accruals.
Management at every reporting period reassessed the Group's uncertain tax positions. 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.
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.
The Group's management believes the enactment of the Tax Code of Ukraine will not have a significant negative impact on the Group's financial results in the foreseeable future.
Adoption of the Tax Code changes taxation system in Ukraine entirely. Quantity of taxes decreases almost twofold. Gradual decrease of base rates for all fiscal charges is stipulated within several years. Additional rate for tax on income of physical persons is adopted. Regulations settling procedure of taxation covered by the Tax Code are cancelled. These changes substantially increase risks of incorrect interpretation of adopted Tax Code. As a result of future tax inspections additional liabilities may be revealed, which will not comply with tax statements of the Company. Such liabilities may comprise taxes themselves, and also fines and penalties, and their amounts may be material.
The Group's management believes the enactment of the Tax Code of Ukraine will not have a significant negative impact on the Group's financial results in the foreseeable future.
Starting from 1 September 2013, Ukrainian legislation implemented new transfer pricing rules. These rules introduce additional reporting and documentation requirements to transactions with related parties. In accordance with the new rules, the tax authorities obtain additional tools with the help of which they may claim that prices or profitability in transactions with related parties different from arm's length transactions. As the practice of implementation of the new transfer pricing rules has not yet developed and the wording of some clauses of the rules is unclear, the probability that the Group's transfer pricing positions may be challenged by the tax authorities cannot be reliably estimated as of the date of authorization of these Consolidated financial statements for issue.
Management is confident that the Group complies with all transfer-pricing rules.
Legal proceedings
The Group's Management makes significant assumptions in estimation and reflection of the risk of exposure to contingent liabilities related to current legal proceedings and other unliquidated claims, as well as other contingent liabilities. Management's judgments are required in assessing the possibility of a secured claim against the Group or material obligations, as well as in determining probable amounts of final payment or obligations. Due to the uncertainties inherent in the evaluation process, actual expenses may differ from the initial calculations.
These preliminary estimates are subject to changes as new information becomes available from the Group's internal specialists, if any, or from third parties, such as lawyers. Revisions of such estimates may have a significant impact on future operating results.
(in thousand USD, unless otherwise stated)
Operating environment
In 2014, Ukraine was faced with political and economic turmoil. Crimea, an autonomous republic of Ukraine, was effectively annexed by the Russian Federation. Ukraine also suffered from military aggression from Russia and the collapse of law enforcement in Lugansk and Donetsk regions.
The Ukrainian Hryvna devalued against major foreign currencies. The National Bank of Ukraine introduced a range of measures aimed at limiting the outflow of customer deposits from the banking system, improving the liquidity of banks, and supporting the exchange rate of the Ukrainian Hryvna.
Significant external financing is required to support economic stabilization and the political situation depends, to a large extent, upon success of the Ukrainian government's efforts; yet further economic and political developments are currently difficult to predict and an adverse effect on the Ukrainian economy may continue.
Management is monitoring the developments in the current environment and taking actions where appropriate.
The Group does not have assets in Crimea, Donetsk and Lugansk regions.
New and amended standards and interpretations
Standards and Interpretations in issue but not effective
IFRS 9 Financial instruments
IFRS 9 was issued first in November 2009 and the last revised fersion was issued in July 2014. IFRS 9 brings together all three aspects of the accounting for financial instruments: classification and measurement and hedge accounting. IFRS 9 is effective for annual periods on or after 1 January 2018, with early application permitted. Except for hedge accounting. retrospective application is required but providing comparative information is not compulsory. For hedge accounting the reirements are generally applied prospectively, with some limited exceptions. The Group plans to adopt the new standard on the required effective date and will not restate comparative information.
Based on an analysis of the Group's financial instruments as at 31 December 2017 on the basis of the facts and circumstances that exist at that date, the Management has assessed the impact of IFRS 9 to the Group's financial statements as follows:
The Group does not expect a significant impact on it's financial statements on applying the classification and measurement requirements of IFRS 9. All financial assets and financial liabilities will continue to be measured at the same bases is currently adopted under IFRS 39.
IFRS 9 requires to record expected credit losses on all of its financial assets. The Group expects to apply the simplified approach to recognise lifetime expected credit losses for its trade and other receivables as permited by IFRS 9. In relation of the cash and cash equivalents the Management considers that they hacve low credit risk given their strong external credit rating and hense expected to recognise 12-month expected credit losses from these items.
In general, the Management does not anticipate that the application of IFRS 9 will have a significant impact on the financial statements of the Group.
IFRS 15 Revenue from contracts with customers
IFRS 15 was issued in May 2014 and amended in April 2016. The new standard will supersede all current revenue recognition requirements under IFRS and its retrospective application is required beginning on or after 1 January 2018. Early adoption is permitted. The Group plans to adopt the new standart on the required effective date using the full retrospective method.
Under IFRS 15 revenue is recognised at an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring goods or services to a customer. According to the new standard a five-step model is esteblished to account for revenue from contracts with customers. The Group performed an analysis of IFRS 15 impact on the financial statements.
(in thousand USD, unless otherwise stated)
In preparing to adopt IFRS 15 the Group is considering the following:
The Group is in the business of crops cultivation, dairy farming and providing storage and processing services. Crops and services are sold on their own in separate identified contracts with customers. So the sale of crops and dairy farming products or providing of services is the only performance obligation in contracts with customers.
The contracts do not contain any variable considerations or warranty obligations.
The Group receives only short-term advances from its clients and they are presented as a part of Other current liabilities and accrued expenses.
The presentation and disclosure requirements of IFRS 15 are more detailed than under current IFRS, so the Group expects that the notes to the financial statements will be expended.
Thereafter apart from providing more extensive disclosures on the Group's revenue transactions, the Management does not anticipate that the application of IFRS 15 will have a significant impact on the financial statements of the Group.
IFRS 16 Leases
IFRS 16 was issued in January 2016. The new standard will supersede all current lease guidance when it becomes effective. IFRS 16 is effective for the annual periods beginning on or after 1 January 2019. Early application is permitted, but not before an entity applies IFRS 15. The Group plans to adopt the new standard on the required effective date.
IFRS 16 sets out the principles for the recognition, measurement, presentation and disclosure of leases and requires lessees to account for all leases under a single on-balance sheet model similar to the accounting for finance leases under IAS 17. At the commencement date of a lease, a lessee will recognise a liability to make lease payments and an asset representing the right to use the underlying asset during the lease term. Lessees will be required to separately recognise the interest expense on the lease liability and the depreciation expense on the right-of-use asset. Such approach should be applied to all leases operation except leases of low-value assets and short-term leases.
The new standard also requires to make more extensive disclosures than under IAS 17.
As at 31 December 2017 the Group has operating land lease commitments in the amount USD 82 159 thousand and operating machinery lease commitments in the amount USD 206 thousand. IAS 17 does not require the recognition of any right-of-use asset or liability for future payments for these leases, but relating information is disclosed in Note 38. A preliminary assessment indicates that these arrangements will meet the definition of a lease under IFRS 16 and the Group will recognise a right-of-use asset and a liability in respect of these leases.
The Management is assessing the potential impact of the new standard and does not have the accurate estimation of such impact, but anticipates that the application of IFRS 16 will have a significant impact on the financial statements of the Group.
At the date of authorization of these Consolidated financial statements the following interpretations and amendments to the Standards, were in issue but not yet effective:
| Standards and Interpretations | Effective for annual period beginning on or after |
|---|---|
| IFRIC Interpretation 22 Foreign Currency Transactions and Advance Consideration | 1 January 2018 |
| Amendments to IAS 40: Transfers of Investment Property | 1 January 2018 |
| Amendments to IFRS 2: Classification and Measurement of Share-based Payment Transactions | 1 January 2018 |
| Amendments to IFRS 4: Applying IFRS 9 Financial Instruments with IFRS 4 Insurance Contracts | 1 January 2018 |
| Amendments to IFRS 10 and IAS 28: Sale or Contribution of Assets between an Investor and its Associate or Joint Venture |
Deferred indefinitely |
The Board of Directors is currently analyzing the impact of the adoption of these financial reporting standards on the financial statements of the Group.
(in thousand USD, unless otherwise stated)
5. Discontinued operations
In 2016 Zemelniy Kadastroviy Centr PE, Agroprogress Holding Ltd and Bluerice Limited left the Group.
Bluerice Limited and Agroprogress Holding Ltd were subholding companies and didn't exercise any activity. Bluerice Limited was transfered and Agroprogress Holding Ltd was sold. Zemelniy Kadastroviy Centr PE prepared some technic documentation for other companies of the Group. As each company began to prepare such documentation by itself, Zemelniy Kadastroviy Centr PE was sold.
The combined results of the discontinued operations included in the consolidated statement of comprehensive income and consolidated statement of financial position are set out below: USD 35 thousand of net losses; total liabilities exceeded total assets by USD 38 thousand.
6. Correction of previous periods errors
During preparation of its consolidated financial statements for the year ended 31 December 2016, the Group revealed an error in the accounting treatment of the share purchase warrant (Note 30).
Comparative data for the years ended 31 December 2015 and 2014 were recalculated in order to correct the error and to preserve comparability of information. The results were reflected retrospectively as a previous period restatement. The results of reconciliation of the respective disclosure data are presented as follows.
As at 31 December 2015 and for the year ended at that date:
Changes in lines of consolidated statement of financial position and related notes
| Previously reported |
Impact of changes |
Restated | |
|---|---|---|---|
| Share purchase warrant | 474 | (474) | - |
| Long-term loans and borrowings | 40 473 | 5 587 | 46 060 |
| Total | 40 947 | 5 113 | 46 060 |
Changes in lines of consolidated statement of comprehensive income and related notes
| Previously reported |
Impact of changes |
Restated | |
|---|---|---|---|
| Gain on reversal of share purchase warrant | 409 | (409) | - |
| Effect of additional return | - | (3 141) | (3 141) |
| Total | 409 | (3 550) | (3 141) |
(in thousand USD, unless otherwise stated)
7. Revenue
| Note | For the year ended 31 December 2017 |
For the year ended 31 December 2016 |
|
|---|---|---|---|
| Revenue from sales of finished products | a | 125 999 | 124 126 |
| Revenue from services rendered | b | 762 | 618 |
| 126 761 | 124 744 |
a) Revenue from sales of finished products was as follows:
| For the year ended 31 December 2017 |
For the year ended 31 December 2016 |
|
|---|---|---|
| Corn | 79 115 | 75 991 |
| Sunflower | 22 253 | 24 647 |
| Wheat | 11 031 | 9 885 |
| Soy beans | 7 755 | 6 615 |
| Potatoes | 2 112 | 1 219 |
| Milk | 1 495 | 3 024 |
| Cattle | 356 | 1 747 |
| Other | 1 882 | 998 |
| 125 999 | 124 126 |
b) Revenue from services rendered was as follows:
| For the year ended 31 December 2017 |
For the year ended 31 December 2016 |
|
|---|---|---|
| Processing | 256 | 151 |
| Drying | 205 | 94 |
| Transport | 163 | 167 |
| Storage | 107 | 114 |
| Other | 31 | 92 |
| 762 | 618 |
8. Gain from changes in fair value of biological assets and agricultural produce, net
| Note | For the year ended 31 December 2017 |
For the year ended 31 December 2016 |
|
|---|---|---|---|
| Agricultural produce | 24 | 56 142 | 58 869 |
| Current biological assets | 24 | 5 519 | 7 292 |
| Non-current biological assets | 21 | 1 116 | 26 |
| 62 777 | 66 187 |
(in thousand USD, unless otherwise stated)
9. Cost of sales
| Note | For the year ended 31 December 2017 |
For the year ended 31 December 2016 |
|
|---|---|---|---|
| Raw materials | a | (99 306) | (81 581) |
| Rent | (13 996) | (13 852) | |
| Fuel and energy supply | (11 719) | (8 931) | |
| Depreciation and amortization | 14 | (7 498) | (9 489) |
| Wages and salaries of operating personnel and related charges | 15 | (7 158) | (6 057) |
| Change in inventories and work-in-progress | b | 6 056 | (7 191) |
| Third parties' services | (3 602) | (1 457) | |
| Taxes and other statutory charges | (1 036) | (845) | |
| Repairs and maintenance | (768) | (553) | |
| Other expenses | (59) | (48) | |
| (139 086) | (130 004) |
a) Raw materials for the year ended 31 December 2017 includes disposal of the gain recorded on initial recognition of realized agriculture produce and biological assets (both of current and non-current) in the amount of USD 61 240 thousand (USD 49 514 thousand for the year ended 31 December 2016).
b) Change in inventories and work-in-progress comprises changes in work-in-progress, agricultural produce and current biological assets. Book values of agricultural produce and biological assets as at the end of the reporting periods comprise fair value component stemming from revaluation conducted for the purposes of initial recognition of agricultural produce and biological assets at fair value.
10. Administrative expenses
| Note | For the year ended 31 December 2017 |
For the year ended 31 December 2016 |
|
|---|---|---|---|
| Wages and salaries of administrative personnel and related charges | 15 | (7 095) | (4 036) |
| Professional services | a | (656) | (761) |
| Third parties' services | (325) | (276) | |
| Repairs and maintenance | (309) | (140) | |
| Transport expenses | (247) | (224) | |
| Bank services | (237) | (244) | |
| Depreciation and amortisation | 14 | (214) | (209) |
| Other expenses | (522) | (453) | |
| (9 605) | (6 343) |
a) Professional services include the following audit and related fees:
| For the year ended 31 December 2017 |
For the year ended 31 December 2016 |
|
|---|---|---|
| Audit | (147) | (159) |
| Audit review | (48) | (49) |
| Other services | (2) | (32) |
| (197) | (240) |
(in thousand USD, unless otherwise stated)
11. Selling and distribution expenses
| Note | For the year ended 31 December 2017 |
For the year ended 31 December 2016 |
|
|---|---|---|---|
| Delivery costs | (8 089) | (5 826) | |
| Depreciation | 14 | (330) | (296) |
| Wages and salaries of sales personnel and related charges | 15 | (218) | (173) |
| Other expenses | (256) | (226) | |
| (8 893) | (6 521) |
12. Other operating income
| Note | For the year ended 31 December 2017 |
For the year ended 31 December 2016 |
|
|---|---|---|---|
| Gain on recovery of assets previously written off | a | 968 | 885 |
| Gain on disposal of inventories | 279 | 28 | |
| Income from write-offs of accounts payable | 245 | 938 | |
| Income from the exchange of property certificates | c | 27 | 320 |
| Income from subsidized VAT | b | - | 527 |
| Other income | 91 | 245 | |
| 1 610 | 2 943 |
a) Gain on recovery of assets previously written off is represented by amounts of inventory surplus identified during the stocktaking, recovery of amounts previously recognized as doubtful and insurance compensations.
b) According to the Ukrainian tax legislation, the agricultural enterprises (whose income from sale of agricultural products is not less than 75% of the total gross income, or enterprises which sell meat and milk products irrespective of the volume of such transactions) receive preferences regarding VAT payment on agricultural operations.
In 2016 the VAT preferences have been partially preserved for farmers in 2016, allowing retaining a portion of VAT amounts as follows:
- For crop farming operations 85% of VAT amount is to be paid to the State budget, 15% of VAT amount being transferred to the entity's special bank account and can be used to make payments relating to the agricultural activities;
- For live-stock breeding operations 20% of VAT amount is to be paid to the State budget, 80 % of VAT amount being transferred to the entity's special bank account and can be used to make payments relating to the agricultural activities;
- For other agricultural activities 50% of VAT amount is to be paid to the State budget, 50 % of VAT amount being transferred to the entity's special bank account and can be used to make payments relating to the agricultural activities.
Since 01 January 2017 there were no VAT preferences for farmers.
c) Income from the exchange of property certificates represents the difference between the price paid for property certificates and the fair value of received items of property, plant and equipment and recognized as income in the period of the exchange operation.
(in thousand USD, unless otherwise stated)
13. Other operating expenses
| Note | For the year ended 31 December 2017 |
For the year ended 31 December 2016 |
|
|---|---|---|---|
| Depreciation | 14 | (955) | (1 247) |
| Lost crops | (560) | (389) | |
| Charity | (515) | (138) | |
| Loss on disposal of property, plant and equipment | (514) | (519) | |
| Shortages and losses due to impairment of inventories | (381) | (350) | |
| Write-offs of VAT | (84) | (144) | |
| Wages and salaries of non-operating personnel and related charges | 15 | (81) | (100) |
| Allowance for doubtful accounts receivable | 27 | (19) | (63) |
| Other expenses | (313) | (302) | |
| (3 422) | (3 252) |
14. Depreciation and amortisation
| Note | For the year ended | For the year ended | ||
|---|---|---|---|---|
| 31 December 2017 | 31 December 2016 | |||
| Depreciation | ||||
| Cost of sales | 9 | (6 445) | (8 110) | |
| Other operating expenses | 13 | (955) | (1 247) | |
| Selling and distribution expenses | 11 | (330) | (296) | |
| Administrative expenses | 10 | (212) | (207) | |
| Depreciation as a part of article "Lost crops" | (8) | (7) | ||
| (7 950) | (9 867) | |||
| Amortisation | ||||
| Cost of sales | 9 | (1 053) | (1 379) | |
| Administrative expenses | 10 | (2) | (2) | |
| (1 055) | (1 381) | |||
| (9 005) | (11 248) |
15. Wages and salaries expenses
| For the year ended 31 December 2017 |
For the year ended 31 December 2016 |
|
|---|---|---|
| Wages and salaries | (12 494) | (8 673) |
| Related charges | (2 078) | (1 710) |
| (14 572) | (10 383) | |
| The average number of employees, persons | 2 412 | 2 730 |
| Remuneration of management | 1 885 | 445 |
(in thousand USD, unless otherwise stated)
The distribution of wages and salaries and related charges was as follows:
| For the year ended 31 December 2017 |
For the year ended 31 December 2016 |
||||
|---|---|---|---|---|---|
| Note | Wages and salaries and related charges, thousand USD |
Average number of employees, persons |
Wages and salaries and related charges, thousand USD |
Average number of employees, persons |
|
| Operating personnel | 9 | (7 158) | 1 748 | (6 057) | 2 094 |
| Administrative personnel | 10 | (7 095) | 642 | (4 036) | 606 |
| Sales personnel | 11 | (218) | 19 | (173) | 24 |
| Non-operating personnel | 13 | (81) | 3 | (100) | 6 |
| As a part of article "Construction in progress" | (20) | - | (17) | - | |
| (14 572) | 2 412 | (10 383) | 2 730 |
16. Financial expenses, net
| For the year ended 31 December 2017 |
For the year ended 31 December 2016 |
|
|---|---|---|
| Interest income on bank deposits | 298 | 336 |
| Interest expenses on loans and borrowings | (6 231) | (11 752) |
| Bond interest expenses | - | (629) |
| Other expenses | (110) | (249) |
| (6 043) | (12 294) |
17. Foreign currency exchange (loss)/gain, net
As at 31 December 2017 Ukrainian Hryvnia depreciated against the USD by 3,1% compared 31 December 2016 (11,7% of devaluation as at 31 December 2016 compared 31 December 2015). As a result, during the year ended 31 December 2017 the Group recognised net foreign exchange loss in the amount of USD 762 thousand (USD 8 492 thousand of loss for the year ended 31 December 2016) in the Consolidated statement of comprehensive income.
18. Income tax expenses
The corporate income tax rate for the year ended 31 December 2017 was: 18% in Ukraine, 12,5% in Cyprus, 27% in Luxemburg (for the year ended 31 December 2016 - 18% in Ukraine, 12,5% in Cyprus, 29% in Luxemburg).
The components of income tax expenses were as follows:
| For the year ended 31 December 2017 |
For the year ended 31 December 2016 |
|
|---|---|---|
| Current income tax | (18) | (79) |
| Deferred tax | 21 | 428 |
| Income tax benefit reported in the statement of comprehensive income | 3 | 349 |
| Income tax benefit is attributable to Profit from continuing operations | 3 | 349 |
| Consolidated statement of other comprehensive income | ||
| Deferred tax related to item charged or credit directly to other comprehensive income | ||
| during year: | ||
| Net gain on revaluation of property, plant and equipment | (621) | 241 |
(in thousand USD, unless otherwise stated)
Reconciliation between tax expenses and the accounting value multiplied by tax rate was as follows:
| 01 January (2 498) (3 542) Income tax benefit (expenses) for the period recognized in other comprehensive income (791) 241 Income tax benefit (expenses) for the period recognized in profit or loss 21 349 Effect of foreign currency translation 70 454 31 December (3 198) (2 498) For the year ended 31 For the year ended December 2017 31 December 2016 Profit before tax from continuing operations 17 787 21 489 Profit before tax from continuing operations of companies non-payers of incom tax 13 998 21 929 Profit before tax from continuing operations of companies payers of income tax 3 789 (440) Profit before tax from continuing operations of companies payers of income tax: Ukraine 4 (620) Cyprus (12 244) (1 444) Luxembourg 23 007 (7 884) BVI (6 978) 9 508 3 789 (440) Tax at statutory tax rate: Ukraine 18% 1 - Cyprus 12,5% - - Luxembourg 27% 6 212 - BVI 0% - - 6 213 - Non-taxable items (6 216) (349) Income tax benefit (3) (349) |
For the year ended 31 December 2017 |
For the year ended 31 December 2016 |
|---|---|---|
(in thousand USD, unless otherwise stated)
19. Property, plant and equipment
| Land and buildings |
Machinery | Motor vehicles |
Other | Construction in progress |
Total | |
|---|---|---|---|---|---|---|
| Initial cost | ||||||
| 31 December 2015 | 47 462 | 30 949 | 14 600 | 638 | 448 | 94 097 |
| Additions | 1 391 | 3 047 | 1 276 | 88 | 315 | 6 117 |
| Disposals | (1 907) | (1 677) | (552) | (40) | - | (4 176) |
| Transfer | 2 | 20 | 1 | 2 | (25) | - |
| Effect from translation into presentation currency |
(5 524) | (3 716) | (1 757) | (78) | (70) | (11 145) |
| 31 December 2016 | 41 424 | 28 623 | 13 568 | 610 | 668 | 84 893 |
| 31 December 2016 | 41 424 | 28 623 | 13 568 | 610 | 668 | 84 893 |
| Additions | 322 | 4 098 | 709 | 113 | 1 298 | 6 540 |
| Disposals | (1 250) | (2 761) | (443) | (131) | - | (4 585) |
| Transfer | 199 | 121 | 19 | 13 | (352) | - |
| Revaluation | 12 824 | 6 041 | 3 794 | - | - | 22 659 |
| Reversal of impairment | 422 | 159 | 11 | - | - | 592 |
| Impairment | (184) | (83) | (5) | - | - | (272) |
| Elimination of depreciation | 4 260 | 5 694 | 5 727 | - | - | 15 681 |
| Effect from translation into presentation currency |
(1 281) | (973) | (439) | (19) | (71) | (2 783) |
| 31 December 2017 | 56 736 | 40 919 | 22 941 | 586 | 1 543 | 122 725 |
| Accumulated depreciation | ||||||
| 31 December 2015 | (4 970) | (6 038) | (2 457) | (549) | - | (14 014) |
| Depreciation for the period | (1 919) | (5 332) | (2 531) | (85) | - | (9 867) |
| Disposals | 457 | 763 | 232 | 34 | - | 1 486 |
| Effect from translation into presentation currency |
671 | 986 | 426 | 69 | - | 2 152 |
| 31 December 2016 | (5 761) | (9 621) | (4 330) | (531) | - | (20 243) |
| 31 December 2016 | (5 761) | (9 621) | (4 330) | (531) | - | (20 243) |
| Depreciation for the period | (1 844) | (3 602) | (2 385) | (119) | - | (7 950) |
| Disposals | 415 | 1 396 | 271 | 82 | - | 2 164 |
| Elimination of depreciation | (4 260) | (5 694) | (5 727) | - | - | (15 681) |
| Effect from translation into presentation currency |
254 | 414 | 246 | 19 | - | 933 |
| 31 December 2017 | (11 196) | (17 107) | (11 925) | (549) | - | (40 777) |
| Net book value | ||||||
| 31 December 2015 | 42 492 | 24 911 | 12 143 | 89 | 448 | 80 083 |
| 31 December 2016 | 35 663 | 19 002 | 9 238 | 79 | 668 | 64 650 |
| 31 December 2017 | 45 540 | 23 812 | 11 016 | 37 | 1 543 | 81 948 |
(in thousand USD, unless otherwise stated)
As at 31 December 2017 an independent valuation of the Group's land, buildings, Machinery and vehicles was performed in accordance with International Valuation Standards by an independent appraiser LLC "Asset Expertise" (ODS Certificate No.631/16 as of 28 November 2016 issued by State Property Fund of Ukraine).
Most buildings and constructions were valued using cost approach. Other items of PPE were valued using the market approach. Market approach uses prices and other relevant information generated by market transactions involving identical or comparable (i.e. similar) assets.
Cost approach either determines the cost to construct the assets in their present state and considers their remaining useful life or identifies fair value as a depreciated replacement cost. Cost approach was used only in the cases where there was no possibility to use market approach.
The following factors were considered in determining the fair values of buildings under the depreciated replacement cost approach:
• the cost to construct the asset is based on the cost of the necessary materials and construction work as at the date of valuation;
• expected usage of the asset is assessed by reference to the asset's expected capacity or physical output;
• technical or commercial obsolescence arising from changes or improvements in production for the product or service output of the asset as well as physical deterioration.
The independent appraiser used following sources of information:
• producers' price indices according to the Ukrainian bureau of statistics (http://www.ukrstat.gov.ua/) and Eurostat (http://ec.europa.eu/eurostat) (for replacement costs of machinery);
• UPVS register, 1969 y., which is the most commonly used source of information of cost of construction for items which were constructed more than 20 years ago (for replacement costs of buildings and constructions);
• straight-line physical depreciation method was used;
• as preferable source of market price for vehicles was used catalog DonRest
As a result of unobservable market data use in model (for real estate was applied cost approach) results of PPE valuation are related to the third group of data hierarchy.
Impairment test - based on cash generating units
As at 31 December 2017, impairment test was performed by an independent appraiser, since impairment test is an integral part of valuation of property, plant and equipment wherein used the depreciated replacement cost method.
For the purpose of impairment testing, the Group identified 9 cash-generating units (CGUs) related to crop farming, dairy farming, elevators and warehouses, assets of entities of Bobrovitsky Hlebzavod Ltd.
Impairment testing was performed based on value in-use calculation using the DCF method. Cash flow projection is based on the long-term budget approved by management of the Group.
As at 31 December 2016 an impairment review was conducted by the management of the Group.
The key assumptions used for impairment testing are: discount rates, selling prices, amounts of revenue, cost of production, expenses, production and sales volumes. Discount rates were estimated based on weighted average cost of capital and comprised – 21,6%.
Production volume was estimated based on current production level; potential increase in land, crop yields, number of cows or milk yields is not taken into account. Cost of production was estimated based on current actual cost of production inflated by expected level of inflation, taking into account higher inflation levels for costs directly or indirectly pegged to USD (such as gas). When determining selling prices the Group analyzed available forecasts for export and domestic markets, including forecasted supply and demand.
For each CGU, exept dairy farming and assets of Bobrovitsky Hlebzavod Ltd, the estimated fair value exceeded its carrying value as at 31 December 2017. According to the results of the test, impairment of PPE was not identified as at 31 December 2016.
(in thousand USD, unless otherwise stated)
If property, plant and equipment were measured at cost their book value would be the following:
| Land and buildings |
Machinery | Motor vehicles |
Other | Construction in progress |
Total | |
|---|---|---|---|---|---|---|
| As at 31 December 2015 | 6 858 | 10 759 | 4 236 | 59 | 448 | 22 360 |
| As at 31 December 2016 | 6 921 | 10 315 | 4 891 | 58 | 668 | 22 853 |
| As at 31 December 2017 | 6 988 | 12 106 | 4 764 | 78 | 1 543 | 25 479 |
Assets under construction
Included in property, plant and equipment at 31 December 2017 was an amount of USD 86 thousand (USD 97 thousand as at 31 December 2016) relating to expenditure for buildings in the course of construction.
Capitalized cost
There were no borrowing costs capitalized as a part of costs of property, plant and equipment during the year ended 31 December 2017 and 2016.
Capital commitments
As at 31 December 2017 The Group had capital commitments in the amount of USD 3 372 thousand (USD 2 976 thousand as at 31 December 2016).
PPE in finance lease
Leased assets, where the Group is a lessee under finance lease agreements, comprise the following items:
| As at 31 | As at 31 | |
|---|---|---|
| December 2017 | December 2016 | |
| Machinery | 3 092 | 3 205 |
| Motor vehicles | 2 711 | 2 802 |
| 5 803 | 6 007 |
Pledged PPE
The amount of property, plant and equipment pledged to secure bank loans was as follows:
| As at 31 December 2017 |
As at 31 December 2016 |
|
|---|---|---|
| Land and buildings | 25 233 | 22 045 |
| Machinery | 6 374 | 6 819 |
| Motor vehicles | 2 086 | 2 957 |
| Other | 3 | 9 |
| 33 696 | 31 830 |
(in thousand USD, unless otherwise stated)
20. Intangible assets
| Computer software | Property certificates | Land lease rights | Total | |
|---|---|---|---|---|
| Initial cost | ||||
| 31 December 2015 | 19 | 114 | 10 742 | 10 875 |
| Additions | 1 | 336 | - | 337 |
| Disposals | - | (35) | - | (35) |
| Effect from translation into presentation currency |
(3) | (32) | (1 260) | (1 295) |
| 31 December 2016 | 17 | 383 | 9 482 | 9 882 |
| 31 December 2016 | 17 | 383 | 9 482 | 9 882 |
| Additions | - | 56 | - | 56 |
| Disposals | - | (73) | - | (73) |
| Effect from translation into presentation currency |
(1) | (11) | (295) | (307) |
| 31 December 2017 | 16 | 355 | 9 187 | 9 558 |
| Accumulated amortisation | ||||
| 31 December 2015 | (13) | (1) | (5 111) | (5 125) |
| Amortisation for the period | (2) | - | (1 379) | (1 381) |
| Effect from translation into presentation currency |
2 | - | 683 | 685 |
| 31 December 2016 | (13) | (1) | (5 807) | (5 821) |
| 31 December 2016 | (13) | (1) | (5 807) | (5 821) |
| Amortisation for the period | (2) | - | (1 053) | (1 055) |
| Effect from translation into presentation currency |
- | - | 236 | 236 |
| 31 December 2017 | (15) | (1) | (6 624) | (6 640) |
| Net book value | ||||
| 31 December 2015 | 6 | 113 | 5 631 | 5 750 |
| 31 December 2016 | 4 | 382 | 3 675 | 4 061 |
| 31 December 2017 | 1 | 354 | 2 563 | 2 918 |
Property certificates represent deeds supporting ownership right for property units of members of agricultural entity, which are intended for exchange by the Group companies on the property objects of this agricultural entity.
(in thousand USD, unless otherwise stated)
21. Non-current biological assets
| 31 December 2017 |
31 December 2016 |
|
|---|---|---|
| Non-current biological assets - animal-breeding | ||
| Cattle | 2 334 | 1 407 |
| Non-current biological assets - plant-breeding | ||
| Perennial grasses | 9 | 25 |
| Total non-current biological assets | 2 343 | 1 432 |
As at the reporting dates non-current biological assets of animal-breeding were presented as follows:
| 31 December 2017 |
31 December 2016 |
|
|---|---|---|
| Cattle | ||
| Cattle, units | 842 | 1 136 |
| Live weight, kg | 318 138 | 421 508 |
| Book value | 2 334 | 1 407 |
Following changes took place in the non-current biological assets of animal-breeding:
| Cattle | |
|---|---|
| 31 December 2015 | 4 426 |
| Transfer (from (to) current biological assets) | (422) |
| Change in fair value | 26 |
| Effect from translation into presentation currency | (2 623) |
| 31 December 2016 | 1 407 |
| 31 December 2016 | 1 407 |
| Transfer (from (to) current biological assets) | (345) |
| Sale | (136) |
| Change in fair value | 1 116 |
| Effect from translation into presentation currency | 292 |
| 31 December 2017 | 2 334 |
Due to the absence of an active market for cattle in Ukraine, to determine the fair value of biological assets, the Group used the discounted value of net cash flows expected from assets. As a discount rate, the rate of 19,4% prevailing as at 31 December 2017 (23,2% as at 31 December 2016) was applied for cattle.
As at the reporting dates non-current biological assets of plant-breeding were presented as follows:
| 31 December 2017 |
31 December 2016 |
|
|---|---|---|
| Perennial grasses | ||
| Area, ha | 147 | 332 |
| Book value | 9 | 25 |
(in thousand USD, unless otherwise stated)
Following changes took place in the non-current biological assets of plant-breeding:
| Perennial grasses | |
|---|---|
| 31 December 2015 | 45 |
| Capitalized expenses | 38 |
| Harvesting failure | (34) |
| Effect from translation into presentation currency | (24) |
| 31 December 2016 | 25 |
| 31 December 2016 | 25 |
| Capitalized expenses | - |
| Harvesting failure | (16) |
| Effect from translation into presentation currency | - |
| 31 December 2017 | 9 |
22. Prepayments for property, plant and equipment
| Note | 31 December 2017 |
31 December 2016 |
|
|---|---|---|---|
| Prepayments for property, plant and equipment | 800 | 1 817 |
As at 31 December 2017 an amount of USD 730 thousand or 91% of the total amount of prepayments for property, plant and equipment is due from the 10 most significant counterparties (as at 31 December 2016 – USD 1 774 thousand or 97%).
23. Inventories
| Note | 31 December 2017 |
31 December 2016 |
|
|---|---|---|---|
| Agricultural produce | a | 50 789 | 46 037 |
| Work-in-progress | b | 8 480 | 6 417 |
| Agricultural materials | 1 347 | 1 404 | |
| Fuel | 712 | 636 | |
| Spare parts | 396 | 268 | |
| Raw materials | 293 | 142 | |
| Finished goods | 9 | 17 | |
| Other inventories | 135 | 189 | |
| 62 161 | 55 110 |
As at 31 December 2017 cost value of inventories amounting to USD 43 676 thousand (USD 36 214 thousand as at 31 December 2016).
(in thousand USD, unless otherwise stated)
a) As at the reporting dates agricultural produce was presented as follows:
| 31 December 2017 |
31 December 2016 |
|
|---|---|---|
| Corn | 46 847 | 42 763 |
| Soya | 2 202 | 1 473 |
| Potato | 884 | 802 |
| Silage | 259 | 537 |
| Hay | 33 | 60 |
| Wheat | 15 | 17 |
| Sunflower | 14 | 27 |
| Other | 535 | 358 |
| 50 789 | 46 037 |
The fair value of agricultural produce was estimated based on market price as at date of harvest and is within level 1 of the fair value hierarchy.
b) Work-in-progress includes expenses on works connected with preparation of the lands for the future harvest obtained from the biological assets of plant growing.
As at the reporting dates loans and borrowings were secured by agricultural produce:
| 31 December | 31 December | |
|---|---|---|
| 2017 | 2016 | |
| Corn | 10 664 | 14 138 |
24. Current biological assets
| 31 December 2017 |
31 December 2016 |
|
|---|---|---|
| Current biological assets of animal-breeding | ||
| Cattle | 1 635 | 1 246 |
| Other | 3 | 12 |
| 1 638 | 1 258 | |
| Current biological assets of plant-breeding | ||
| Corn | 7 577 | 11 025 |
| Wheat | 6 067 | 5 901 |
| Grasses | 32 | 18 |
| Other | 34 | - |
| Total current biological assets of plant-breeding | 13 710 | 16 944 |
| Total current biological assets | 15 348 | 18 202 |
(in thousand USD, unless otherwise stated)
As at the reporting dates current biological assets of animal-breeding were presented as follows:
| 31 December 2017 |
31 December 2016 |
|
|---|---|---|
| Cattle | ||
| Cattle, units | 534 | 1 074 |
| Live weight, kg | 164 747 | 336 208 |
| Book value | 1 635 | 1 246 |
| Other | ||
| Number of animals, units | 47 | 64 |
| Live weight, kg | 3 874 | 10 475 |
| Book value | 3 | 12 |
| Total book value | 1 638 | 1 258 |
Following changes took place in the current biological assets of animal-breeding:
| Cattle | Other | Total | |
|---|---|---|---|
| 31 December 2015 | 2 843 | 12 | 2 855 |
| Capitalized expenses | 997 | - | 997 |
| Transfer (from (to) non-current biological assets) | 422 | - | 422 |
| Sale | (5 208) | (2) | (5 210) |
| Slaughter | (179) | - | (179) |
| Change in fair value | 358 | 3 | 361 |
| Effect from translation into presentation currency | 2 013 | (1) | 2 012 |
| 31 December 2016 | 1 246 | 12 | 1 258 |
| 31 December 2016 | 1 246 | 12 | 1 258 |
| Capitalized expenses | 360 | - | 360 |
| Transfer (from (to) non-current biological assets) | 345 | - | 345 |
| Sale | (971) | (8) | (979) |
| Slaughter | (118) | - | (118) |
| Change in fair value | 1 108 | (3) | 1 105 |
| Effect from translation into presentation currency | (335) | 2 | (333) |
| 31 December 2017 | 1 635 | 3 | 1 638 |
As at the reporting dates current biological assets of plant-breeding were presented as follows:
| 31 December 2017 |
31 December 2016 |
||
|---|---|---|---|
| Corn | |||
| Area, ha | 7 089 | 11 119 | |
| Book value | 7 577 | 11 025 | |
| Wheat | |||
| Area, ha | 12 618 | 13 731 | |
| Book value | 6 067 | 5 901 | |
| Grasses | |||
| Area, ha | 213 | 414 | |
| Book value | 32 | 18 | |
| Other | |||
| Area, ha | 129 | - | |
| Book value | 34 | - | |
| Total book value | 13 710 | 16 944 |
(in thousand USD, unless otherwise stated)
Following changes took place in the current biological assets of plant-breeding:
| Corn | Sunflower | Wheat | Grasses | Other | Total | |
|---|---|---|---|---|---|---|
| 31 December 2015 | - | - | 5 951 | 15 | 2 | 5 968 |
| Capitalized expenses (harvesting 2016) | 39 917 | 11 737 | 4 289 | 416 | 4 653 | 61 012 |
| Revaluation at fair value at the date of harvest (harvesting 2016) | 37 410 | 13 137 | 3 784 | - | 4 538 | 58 869 |
| Harvesting (harvesting 2016) | (71 307) | (24 522) | (10 222) | (448) | (9 191) | (115 690) |
| Harvest failure (harvesting 2016) | (17) | (23) | - | (23) | (1) | (64) |
| Change in fair value (harvesting 2016) | 5 812 | - | 1 119 | - | - | 6 931 |
| Capitalized expenses (harvesting 2017) | - | - | 142 | 8 | - | 150 |
| Effect from translation into presentation currency | (790) | (329) | 838 | 50 | (1) | (232) |
| 31 December 2016 | 11 025 | - | 5 901 | 18 | - | 16 944 |
| Corn | Sunflower | Wheat | Grasses | Other | Total | |
|---|---|---|---|---|---|---|
| 31 December 2016 | 11 025 | - | 5 901 | 18 | - | 16 944 |
| Capitalized expenses (harvesting 2017) | 41 492 | 12 711 | 4 366 | 179 | 8 032 | 66 780 |
| Revaluation at fair value at the date of harvest (harvesting 2017) | 37 883 | 9 545 | 4 822 | - | 3 892 | 56 142 |
| Harvesting (harvesting 2017) | (86 850) | (22 132) | (11 043) | (178) | (11 902) | (132 105) |
| Harvest failure (harvesting 2017) | (1) | (124) | (1) | (1) | (3) | (130) |
| Change in fair value (harvesting 2017) | 4 204 | - | 210 | - | - | 4 414 |
| Capitalized expenses (harvesting 2018) | - | - | 2 068 | - | - | 2 068 |
| Effect from translation into presentation currency | (176) | - | (256) | 14 | 15 | (403) |
| 31 December 2017 | 7 577 | - | 6 067 | 32 | 34 | 13 710 |
As at 31 December 2017 and as at 31 December 2016 there were no pledged biological assets.
Biological assets of the Group are measured at fair value within Level 3 of the fair value hierarchy. There were no transfers between any levels during the year ended 31 December 2017.
| Description | Fair value as at 31 December 2017 |
Valuation technique |
Unobservable inputs | Range of unobservable inputs |
|---|---|---|---|---|
| Crops yield - tonnes per hectare | 7,6 | |||
| Crops in fields - corn | 7 577 Cash flows |
Crops price | per ton 146 | |
| Crops yield - tonnes per hectare | 5,9 | |||
| Crops in fields - wheat 6 067 Cash flows |
Crops price | per ton 151 | ||
| Milk yield - kg per cow | 7300-8400 per year | |||
| Cattle | 3 969 | Discounted cash flows |
Milk price | 0,26 USD per liter |
| Discount rate | 19,38% |
(in thousand USD, unless otherwise stated)
Changes in key assumptions used to estimate biological assets fair value would have the following effect on the fair value of biological assets:
| Increase/decrease | Effect on fair value of | |
|---|---|---|
| in assumption, % | biological assets, th USD | |
| 10 | 1 805 | |
| Crops yield | (10) | (1 805) |
| 10 | 1 805 | |
| Crops price | (10) | (1 805) |
| 10 | 384 | |
| Milk yield | (10) | (384) |
| 10 | 1 092 | |
| Milk price | (10) | (1 092) |
| 1 | (32) | |
| Discount rate | (1) | 32 |
25. Trade accounts receivable, net
| Note | 31 December 2017 |
31 December 2016 |
|
|---|---|---|---|
| Trade accounts receivable | 357 | 313 | |
| Allowances for accounts receivable | 27 | (36) | (37) |
| 321 | 276 |
As at 31 December 2017 an amount of USD 307 thousand or 96% of the total amount of trade accounts receivable is due from the 10 most significant counterparties (as at 31 December 2016 – USD 236 thousand or 85%).
Distribution of trade accounts receivable on time frames is the following:
| Past due, not impaired | |||||
|---|---|---|---|---|---|
| Total | Neither past due | Within 90 | From 90 to 360 days | More than 1 | |
| nor impaired | days | year | |||
| 31 December 2017 | 321 | 290 | 30 | - | 1 |
| 31 December 2016 | 276 | 211 | 38 | 11 | 16 |
On the basis of analysis of payments for the current period Financial Directorate of the Group considers that there is no need to form provision for overdue, but not impaired trade accounts receivable.
26. Prepayments and other current assets, net
| Note | 31 December 2017 |
31 December 2016 |
|
|---|---|---|---|
| Prepayments and other non-financial assets: | |||
| Deferred expenses | 4 255 | - | |
| VAT for reimbursement | 1 822 | 6 842 | |
| Advances to suppliers | 1 032 | 1 797 | |
| Allowances for advances to suppliers | 27 | (1) | (2) |
| 7 108 | 8 637 | ||
| Other financial assets: | |||
| Non-bank accommodations interest free | 295 | 233 | |
| Other accounts receivable | 756 | 344 | |
| Allowances for other accounts receivable | 27 | (6) | (6) |
| 1 045 | 571 | ||
| 8 153 | 9 208 |
(in thousand USD, unless otherwise stated)
Deferred expenses relate to the purchase option according to the Management Incentive Plan (see Note 29).
As at 31 December 2017 an amount of USD 780 thousand or 76% of the total amount of advances to suppliers is due from the 10 most significant counterparties (as at 31 December 2016 – USD 1 517 thousand or 86%).
As at 31 December 2017 an amount of USD 207 thousand or 70% of the total amount of non-bank accommodations interest free is due from the 10 most significant counterparties (as at 31 December 2016 – USD 182 thousand or 78%).
27. Сhanges in allowances made
| Note | 31 December 2017 |
31 December 2016 |
|
|---|---|---|---|
| Allowances for trade accounts receivable | 25 | (36) | (37) |
| Allowances for advances to suppliers | 26 | (1) | (2) |
| Allowances for other accounts receivable | 26 | (6) | (6) |
| (43) | (45) |
The movements of the allowances were as follows:
| Note | For the year ended 31 December 2017 |
For the year ended 31 December 2016 |
|
|---|---|---|---|
| As at the beginning of the period | (45) | (129) | |
| Accrual | 13 | (19) | (63) |
| Use of allowances | 19 | 110 | |
| Return of allowances | - | 25 | |
| Effect from translation into presentation currency | 2 | 12 | |
| As at the end of the period | (43) | (45) |
28. Cash and cash equivalents
| Currency | 31 December 2017 |
31 December 2016 |
|
|---|---|---|---|
| Cash in bank and hand | USD | 4 636 | 2 940 |
| Cash in bank and hand | UAH | 1 161 | 1 185 |
| Cash in bank and hand | EUR | 281 | 54 |
| Cash in bank and hand | PLN | 14 | 1 |
| 6 092 | 4 180 |
There were no restrictions on the use of cash and cash equivalents during the year ended 31 December 2017 and 2016.
(in thousand USD, unless otherwise stated)
29. Equity
Share capital
IMC S.A. has one class of ordinary shares. The number of authorized, issued and fully paid shares as at 31 December 2017 is 33 178 000 (31 December 2016 – 31 300 000). All shares have equal voting rights. Par value of one share is USD 0,0018.
| 31 December 2017 | 31 December 2016 | |||
|---|---|---|---|---|
| % | Amount | % | Amount | |
| AGROVALLEY LIMITED | 68 | 38 | 68 | 38 |
| NATIONALE-NEDERLANDEN Powszechne Towarzystwo Emerytalne S.A. (previously ING PTE) |
* | * | 5 | 3 |
| Other shareholders (each one less than 5% of the share capital) | 32 | 21 | 27 | 15 |
| 100 | 59 | 100 | 56 |
* As at 31 December 2017 the share of NATIONALE-NEDERLANDEN Powszechne Towarzystwo Emerytalne S.A. (previously ING PTE) ownership is less than 5%.
A reconciliation of the number of shares outstanding at the beginning and at the end of the period:
| number of authorized, issued and fully paid shares | For the year ended 31 December 2017 |
For the year ended 31 December 2016 |
|---|---|---|
| As at the beginning of the period | 31 300 000 | 31 300 000 |
| Changes for the period | 1 878 000 | - |
| As at the end of the period | 33 178 000 | 31 300 000 |
Extraordinary shareholders meeting approved on 4 July 2017 a Management Incentive Plan providing to Management Team Members an option to purchase in aggregate up to 1 878 000 new shares of IMC S.A. As a part of this incentive plan, 1 878 000 new ordinary shares were issued with subscription price USD 0.00115. As at the 31 December 2017 the purchase option was fully exercised with share price USD 2.73.
Share premium
In 2011 IMC S.A. completed initial public offering of own shares on Warsaw Stock Exchange. Issue of share capital of IMC S.A. brought to the increase of share capital equaling to USD 10 thousand and share premium in amount of USD 24 387 thousand.
In 2017 Management Incentive Plan was realized. Issue of new shares of IMC S.A. brought to the increase of share capital equaling to USD 3 thousand and share premium in amount of USD 5 125 thousand.
Revaluation reserve
The fair value of Group's property, plant and equipment has been measured as at 31 December 2017, 2015, 2010, 2009 by an independent appraiser. As at 31 December 2009 the related revaluation surplus of USD 14 766 thousand was initially recognized in equity, as at 31 December 2010 it was additionally recognized in the amount of USD 4 326 thousand. As at 31 December 2015 the amount of USD 40 390 thousand was recognized as increase in revaluation reserve due to revaluation of PPE. As at 31 December 2017 the amount of USD 22 659 thousand was recognized as increase in revaluation reserve due to revaluation of PPE.
The revaluation surplus and related deferred tax included in equity in respect of an item of property, plant and equipment is transferred directly to retained earnings as the asset is used by an entity (in the amount that is the difference between depreciation based on the revalued carrying amount of the asset and depreciation based on the asset's original cost) and when the asset is derecognized (in the full amount).
(in thousand USD, unless otherwise stated)
Effect of foreign currency translation
Effect of foreign currency translation comprises all foreign exchange differences arising from the translation of the financial statements into presentation currency.
Dividend policy
On 8 July 2016 the Board of Directors of IMC S.A. published its Dividend Policy: the Company intends to pay annual dividends starting from FY 2016 results with a dividend payout ratio up to 10% of Consolidated Net Profit of the Company and its Subsidiaries provided that the Company succeeds to receive dividend payment waivers from its creditors.
According to the announced Dividend Policy the Company paid on 27 September 2017 the interim dividend to the Company's shareholders for an aggregate amount of EUR 1 658 900 (EUR 0.05 per share).
With regard to dividend payment in 2018 the Company announced on 13 February 2018 that it plans to revise the dividend payout ratio upwards.
Legal reserve
From the annual net profits of the parent company, 5% have to be allocated to the legal reserve. This allocation shall cease to be required as soon and as long as such surplus reserve amounts to 10% of the capital. This reserve may not be distributed to the shareholders.
Management Incentive Plan
The Extraordinary shareholders meeting approved on 4 July 2017 a management incentive plan providing to Management Team Members and Eligible Employees as defined in the Management Incentive Plan an option to purchase in aggregate up to 1,878,000 new shares of IMC S.A., such number being equal to 6% of the issued stock of IMC S.A. as at the adoption date of such plan, at the price decided at the discretion of the board of directors of the Company which shall be equal to at least one euro cent EUR 0.01.
Performance period of the Management Incentive Plan is 3 years, starting from January 1, 2017 and ending on December 31, 2019. During the Performance Period, the board of directors of the Company may discretionarily decide when the Shares shall be issued by the Company to the Participants at the Subscription Price.
As a part of this incentive plan, 1 878 000 new ordinary shares were issued with subscription price USD 0.00115. As at the 31 December 2017 the purchase option was fully exercised with share price USD 2.73.
Options granted under the Plan are the following:
| For the year ended 31 December 2017 | For the year ended 31 December 2016 | |||
|---|---|---|---|---|
| Exercise price per share option |
Number of options |
Exercise price per share option |
Number of options |
|
| 01 January | - | - | - | - |
| Granted during the period | USD 0.00115 | 1 878 000 | - | - |
| Exercised during the period | USD 2.73 | (1 878 000) | - | - |
| 31 December | - | - | - | - |
(in thousand USD, unless otherwise stated)
Share options outstanding have the following expiry date and exercise prices:
| Share options | ||||
|---|---|---|---|---|
| Grand date | Expiry date | Exercise price | 31December 2017 | 31December 2016 |
| 04 July 2017 | 31 December 2019 | USD 2.73 | 1 878 000 | - |
30. Share purchase warrant
According to the Warrant Agreement entered into between the Group and International Finance Corporation (IFC) as at 20 December 2013, IFC had the right to purchase up to 3 098 700 shares of IMC S.A. (representing equivalent of 9,90% of issued share capital) for a total amount up to USD 20 000 thousand. The warrant was exercisable at any time up to 19 December 2018.
But according to the IFC Loan agreement dated 19 December 2013 if all of the warrants have not been exercised by 19 December 2018, and if only some of the warrants have been issued, the portion of the Additional return which shall be payable shall be calculated by multiplying USD 21 000 thousand by a fraction the numerator of which is equal to the number of warrant shares not subscribed for pursuant to IFC loan agreement during the exercise period and the denominator of which is equal to the total number of warrant shares. This obligation to pay the additional return is an unconditional and independent debt obligation according to the IFC loan agreement.
As at 30 June 2016 According to the Amendment to Loan agreement between IMC S.A. and International Financial Corporation the Additional Return had to be paid by IMC S.A. to International Financial Corporation. Amount of Additional Return had to be paid in a lump sum payment not later than 19 December 2018 in an amount USD 21 000 thousand or in two instalments as follows: USD 11 000 thousand on 19 December 2018 and USD 11 800 thousand on 19 December 2019». All the warrants according to the Warrant agreement dated 20 December 2013 were cancelled on 22 December 2016.
In its treatment until 2015 year end, the Group determined fair value of the share purchase warrant by applying Black-Scholes model to determine its value as an option to purchase shares, embedded in the loan with the non-resident bank IFC of USD 30 000 thousand. The Group also treated this value separately from the host instrument, recognizing a separate loss in the amount of initial fair value of the option, and thereafter recognizing changes in that fair value at a fair value through profit and loss. At the same time, the Group considered the obligation to pay the additional return of USD 21 000 thousand, included in the Warrant Agreement, as a contingent liability since it expected the IFC to exercise its warrants to buy shares. This judgment represented an error. In its corrected treatment at year end 2016, the Group considers the additional return of USD 21 000 thousand as an obligation associated with the IFC loan. Accordingly, it has included it as an expected cash flow in calculation of the effective interest rate implicit in the loan, used in determining the amortized value of the loan instrument regarded as a whole. The effective interest rate thus determined is 17,46%.
In September 2017 new terms of payment of additional return were agreed. In accordance with new terms the amount of additional return is USD 19 742 748 and should be paid in 5 portions starting September 2017 till June 2020. The amortized value of the loan instrument was regarded with effective interest rate of 18,46%.
31. Deferred tax assets and liabilities
The major components of deferred tax assets and liabilities were as follows:
Deferred tax assets
| Provisions | Total | |
|---|---|---|
| 31 December 2015 | 14 | 14 |
| Considering profit (loss) | (14) | (14) |
| 31 December 2016 | - | - |
| 31 December 2016 | - | - |
| 31 December 2017 | - | - |
(in thousand USD, unless otherwise stated)
Deferred tax liabilities
| Property, plant and equipment |
|
|---|---|
| 31 December 2015 | (3 556) |
| Considering profit (loss) | 442 |
| Considering equity | 241 |
| Effect of foreign currency translation | 375 |
| 31 December 2016 | (2 498) |
| 31 December 2016 | (2 498) |
| Considering profit (loss) | 21 |
| Considering equity | (791) |
| Effect of foreign currency translation | 70 |
| 31 December 2017 | (3 198) |
32. Long-term loans and borrowings
| Currency | 31 December 2017 |
31 December 2016 |
|
|---|---|---|---|
| Secured | |||
| Long-term bank loans | USD | 37 579 | 61 958 |
| Finance lease liabilities | UAH, USD | 775 | 3 073 |
| Total long-term loans including current portion | 38 354 | 65 031 | |
| Current portion of long-term bank loans | USD | (10 213) | (8 774) |
| Current portion of finance lease liabilities | UAH, USD | (416) | (1 072) |
| Total current portion | (10 629) | (9 846) | |
| Total long-term loans and borrowings | 27 725 | 55 185 |
Essential terms of credit contracts
| Year of | Nominal interest | 31 December 2017 | |||
|---|---|---|---|---|---|
| Creditor | maturity | Currency | rate | Long-term liabilities | Including current portion |
| Non-resident bank* | 2020 | USD | 6M Libor+8,00% | 35 515 | 9 735 |
| Ukrainian bank | 2021 | USD | 7,00% | 2 064 | 478 |
| 37 579 | 10 213 |
(in thousand USD, unless otherwise stated)
Long-term loan from Ukrainian bank is secured with property, plant and equipment in the amount USD 8 911 thousand (see note 19).
| Year of | Nominal interest | 31 December 2016 | |||
|---|---|---|---|---|---|
| Creditor | maturity | Currency | rate | Long-term liabilities | Including current portion |
| Ukrainian bank | 2017 | USD | 10,00% | 5 | 5 |
| Non-resident bank | 2018 | USD | 3M Libor+8,50% | 20 000 | 8 000 |
| Ukrainian bank | 2018 | USD | 12,00% | 502 | 319 |
| Ukrainian bank | 2018 | USD | 9,50% | 333 | 300 |
| Ukrainian bank | 2019 | USD | 8,50% | 123 | 50 |
| Non-resident bank* | 2020 | USD | 6M Libor+8,00% | 39 301 | - |
| Ukrainian bank | 2021 | USD | 7,00% | 1 694 | 100 |
| 61 958 | 8 774 |
* Loan from non-resident bank consists of:
- Basic loan amount of USD 30 000 thousand with 6M Libor+8,00% interest rate;
- Additional return liabilities in the amount of USD 19 743 thousand payable in instalments till June 2020, interest free, discounted by 18,46% (as at 31 December 2016 - the amount of USD 21 000 thousand payable as of 19 December 2018, interest free, discounted by 17,46%).
Long-term loans and bonds issued outstanding were repayable as follows:
| 31 December 2017 |
31 December 2016 |
|
|---|---|---|
| Within one year | 10 213 | 8 774 |
| In the second to fifth year inclusive | 27 366 | 53 184 |
| 37 579 | 61 958 |
The Group has committed to comply with loans covenants. As at 31 December 2017 and 31 December 2016 the Group was in compliance with all loans covenants.
Finance lease liabilities were presented as follows:
| 31 December 2017 | 31 December 2016 | |||
|---|---|---|---|---|
| Minimum lease payments |
Present value of minimum lease payments |
Minimum lease payments |
Present value of minimum lease payments |
|
| Within one year | 482 | 416 | 1 399 | 1 072 |
| In the second to fifth year inclusive | 372 | 359 | 2 098 | 2 001 |
| 854 | 775 | 3 497 | 3 073 | |
| Less future finance charges | (79) | - | (424) | - |
| Present value of minimum lease payments |
775 | 775 | 3 073 | 3 073 |
(in thousand USD, unless otherwise stated)
33. Short-term loans and borrowings
| Currency | 31 December 2017 |
31 December 2016 |
|
|---|---|---|---|
| Secured | |||
| Short-term bank loans | USD | 26 113 | 13 582 |
| Short-term bank loans | UAH | - | 4 965 |
| 26 113 | 18 547 |
Essential terms of credit contracts
| Creditor | Currency | Nominal interest rate | 31 December 2017 |
|---|---|---|---|
| Ukrainian bank | USD | 5,50% | 10 000 |
| Ukrainian bank | USD | 5,25% | 5 100 |
| Ukrainian bank | USD | 5,50% | 5 000 |
| Ukrainian bank | USD | 5,50% | 4 000 |
| Ukrainian bank | USD | 5,25% | 2 013 |
| 26 113 |
Short-term loans are secured with property, plant and equipment in the amount USD 24 784 thousand (see note 19) and inventory in the amount USD 10 664 (see note 23).
| Creditor | Currency | Nominal interest rate | 31 December 2016 | |
|---|---|---|---|---|
| Ukrainian bank | USD | 10,20% | 10 000 | |
| Ukrainian bank | USD | 10,00% | 3 582 | |
| 13 582 | ||||
| Ukrainian bank | UAH | 20,00% | 4 965 | |
| 18 547 |
34. Trade accounts payable
| 31 December | 31 December | |
|---|---|---|
| 2017 | 2016 | |
| Trade accounts payable | 1 303 | 2 104 |
As at 31 December 2017 an amount of USD 770 thousand or 59% of the total amount of trade accounts payable is due from the 10 most significant counterparties (as at 31 December 2016 – USD 718 thousand or 36%).
(in thousand USD, unless otherwise stated)
The table below summarizes the maturity profile of Group's liabilities on contractual payments on trade accounts payable:
| On demand |
Within 30 days |
From 30 to 90 days |
From 90 to 180 days |
From 180 to 360 days |
From 1 to 5 years |
Total | |
|---|---|---|---|---|---|---|---|
| 31 December 2017 | - | 1 138 | 165 | - | - | - | 1 303 |
| 31 December 2016 | - | 1 410 | 694 | - | - | - | 2 104 |
35. Other current liabilities and accrued expenses
| 31 December 2017 |
31 December 2016 |
|
|---|---|---|
| Other liabilities: | ||
| Advances from clients | 2 790 | 1 616 |
| 2 790 | 1 616 | |
| Other accounts payable: | ||
| Accounts payable for the lease of land and property rights | 1 351 | 929 |
| Wages, salaries and related charges payable | 819 | 616 |
| Accounts payable for non-current tangible assets | 740 | 1 267 |
| Accruals for unused vacations | 664 | 507 |
| Taxes payable | 377 | 271 |
| Interest payable on bank loans | 211 | 366 |
| Accruals for audit services | 112 | 100 |
| Other accounts payable | 24 | 36 |
| 4 298 | 4 092 | |
| 7 088 | 5 708 |
As at 31 December 2017 an amount of USD 2 772 thousand or 99% of the total amount of advances from clients is due from the 10 most significant counterparties (as at 31 December 2016 – USD 1 602 thousand or 98%).
Distribution of other current liabilities and accrued expenses on time frames is the following:
| On demand |
Within 30 days |
From 30 to 90 days |
From 90 to 180 days |
From 180 to 360 days |
From 1 to 5 years |
Total | |
|---|---|---|---|---|---|---|---|
| 31 December 2017 | 664 | 5 061 | 349 | 338 | 676 | - | 7 088 |
| 31 December 2016 | 507 | 4 299 | 205 | 232 | 465 | - | 5 708 |
36. Related party disclosures
According to existing criteria of determination of related parties, the related parties of the Group are divided into the following categories:
a) Entities - related parties under common control with the Companies of the Group;
b) Key management personnel.
The Group performs transactions with related parties in the ordinary course of business.
(in thousand USD, unless otherwise stated)
Remuneration of key management personnel was as follows:
| For the year ended 31 December 2017 |
For the year ended 31 December 2016 |
|
|---|---|---|
| Wages and salaries | 1 834 | 328 |
| Related charges | 21 | 117 |
| 1 855 | 445 | |
| The average number of employees, persons | 6 | 4 |
37. Information on segments
A business 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 business segments.
For the purpose of Management, the Group is divided into the following business segments on the basis of produced goods and rendered services, and consists of the following 3 operating segments:
- Farming division a segment, which deals with cultivation and sale of such basic agricultural crops as corn and wheat;
- Livestock breeding a segment which deals with breeding and sale of biological assets and agricultural products of live farming. Basic agricultural product of live farming for sale in this segment is milk;
- Storage and processing a segment which deals with storage and processing of agricultural produce.
Information on business segments for the year ended 31 December 2017 was the follow:
| Crop farming |
Dairy farming |
Elevators and warehouses |
Unallocated | Total | |
|---|---|---|---|---|---|
| Revenue | 208 849 | 1 852 | 8 732 | - | 219 433 |
| Intra-group elimination | (84 702) | - | (7 970) | - | (92 672) |
| Revenue from external buyers | 124 147 | 1 852 | 762 | - | 126 761 |
| Gain from changes in fair value of biological assets and agricultural produce, net |
60 557 | 2 220 | - | - | 62 777 |
| Cost of sales | (137 052) | (1 333) | (701) | - | (139 086) |
| Gross income | 47 652 | 2 739 | 61 | - | 50 452 |
| Administrative expenses | - | - | - | (9 605) | (9 605) |
| Selling and distribution expenses | - | - | - | (8 893) | (8 893) |
| Other operating income | - | - | - | 1 610 | 1 610 |
| Other operating expenses | - | - | - | (3 422) | (3 422) |
| Write-offs of property, plant and equipment | - | - | - | (1 656) | (1 656) |
| Reversal of impairment of property, plant and equipment | - | - | - | 591 | 591 |
| Impairment of property, plant and equipment | - | - | - | (271) | (271) |
| Operating income of a segment | 47 652 | 2 739 | 61 | (21 646) | 28 806 |
| Financial expenses, net | - | - | - | (6 043) | (6 043) |
| Effect of additional return | - | - | - | (4 214) | (4 214) |
| Foreign currency exchange gain/(loss), net | - | - | - | (762) | (762) |
| Profit before tax | 47 652 | 2 739 | 61 | (32 665) | 17 787 |
| Income tax expenses, net | - | - | - | 3 | 3 |
| Net profit | 47 652 | 2 739 | 61 | (32 662) | 17 790 |
| Total assets | 140 308 | 5 757 | 34 029 | - | 180 094 |
| Total liabilities | 8 337 | 30 | 23 | 67 666 | 76 056 |
(in thousand USD, unless otherwise stated)
Revenues from the 10 most significant counterparties for the year ended 31 December 2017 were as follows:
| Business segment | % of revenue | |
|---|---|---|
| Non-residental buyer | Farming division | 19,5% |
| Non-residental buyer | Farming division | 15,9% |
| Non-residental buyer | Farming division | 12,2% |
| Non-residental buyer | Farming division | 10,9% |
| Ukrainian buyer | Farming division | 7,8% |
| Non-residental buyer | Farming division | 6,9% |
| Non-residental buyer | Farming division | 6,4% |
| Non-residental buyer | Farming division | 3,7% |
| Non-residental buyer | Farming division | 2,8% |
| Ukrainian buyer | Farming division | 2,7% |
| 88,8% |
Information on business segments for the nine months ended 31 December 2016 was the follow:
| Crop farming | Dairy farming |
Elevators and warehouses |
Unallocated | Total | |
|---|---|---|---|---|---|
| Revenue | 214 180 | 4 771 | 7 117 | - | 226 068 |
| Intra-group elimination | (94 825) | - | (6 499) | - | (101 324) |
| Revenue from external buyers | 119 355 | 4 771 | 618 | - | 124 744 |
| Gain from changes in fair value of biological assets and agricultural produce, net |
65 800 | 387 | - | - | 66 187 |
| Cost of sales | (123 653) | (5 746) | (605) | - | (130 004) |
| Gross income | 61 502 | (588) | 13 | - | 60 927 |
| Administrative expenses | - | - | - | (6 343) | (6 343) |
| Selling and distribution expenses | - | - | - | (6 521) | (6 521) |
| Other operating income | - | - | - | 2 943 | 2 943 |
| Other operating expenses | - | - | - | (3 252) | (3 252) |
| Write-offs of property, plant and equipment | - | - | - | (1 764) | (1 764) |
| Operating income of a segment | 61 502 | (588) | 13 | (14 937) | 45 990 |
| Financial expenses, net | - | - | - | (12 294) | (12 294) |
| Effect of additional return | - | - | - | (3 715) | (3 715) |
| Foreign currency exchange (loss)/gain, net | - | - | - | (8 492) | (8 492) |
| Profit before tax | 61 502 | (588) | 13 | (39 438) | 21 489 |
| Income tax expenses | - | - | - | 349 | 349 |
| Net profit | 61 502 | (588) | 13 | (39 089) | 21 838 |
| Total assets | 128 343 | 4 070 | 26 532 | - | 158 945 |
| Total liabilities | 7 743 | 19 | 49 | 86 077 | 93 888 |
(in thousand USD, unless otherwise stated)
Revenues from the 10 most significant counterparties for the year ended 31 December 2016 were as follows:
| Business segment | % of revenue | |
|---|---|---|
| Non-resident buyer | Farming division | 17,8% |
| Non-resident buyer | Farming division | 17,2% |
| Non-resident buyer | Farming division | 12,6% |
| Non-resident buyer | Farming division | 8,5% |
| Ukrainian buyer | Farming division | 7,8% |
| Non-resident buyer | Farming division | 6,2% |
| Ukrainian buyer | Farming division | 5,3% |
| Non-resident buyer | Farming division | 4,9% |
| Non-resident buyer | Farming division | 4,9% |
| Non-resident buyer | Farming division | 3,6% |
| 88,8% |
38. Lease of land
The Group leases land for agricultural purposes from private individuals. Lease payments are calculated on the basis of monetary valuation of the land considering the inflation factor. The average interest rate for lease of land of the Group is 5-11%% in 2017 (5-9%% in 2016) and depends on validity of the contract.
Areas of operating leased land were as follows:
| 31 December 2017 |
31 December 2016 |
|
|---|---|---|
| Location of land | Hectare | Hectare |
| Poltava region | ||
| Land under processing | 24 976 | 30 079 |
| Land for grazing, construction, other | 2 009 | 2 009 |
| Chernihiv region | ||
| Land under processing | 80 036 | 81 938 |
| Land for grazing, construction, other | 1 681 | 1 681 |
| Sumy region | ||
| Land under processing | 24 584 | 24 584 |
| Land for grazing, construction, other | 113 | 113 |
| 133 399 | 140 404 |
According to the Group's strategy, during Y2017 areas of fallow lands were decreased by unrenewing of land lease agreements.
Future minimum lease payments for operating leases of land of agricultural designation considering existing at that date the inflation factor are as follows:
| 31 December 2017 |
31 December 2016 |
|
|---|---|---|
| Within one year | 9 099 | 7 926 |
| In the second to fifth year inclusive | 34 384 | 29 762 |
| Later than fifth year | 38 676 | 25 942 |
| 82 159 | 63 630 |
(in thousand USD, unless otherwise stated)
39. Lease of property, plant and equipment
The Group leases machinery from lease company. According to existing agreements the term of lease is 36 months, the interest rate is 1MLibor minus 0,15%.
Future minimum lease payments for operating leases of property, plant and equipment were as follows:
| 31 December 2017 |
31 December 2016 |
|
|---|---|---|
| Within one year | 189 | 1 105 |
| In the second to fifth year inclusive | 17 | 210 |
| 206 | 1 315 |
The lease payments for operating leases of property, plant and equipment for the agreements mentioned above in the amount of USD 1 613 thousand for the year ended 31 December 2017 were included to the item Rent of Cost of sales (USD 2 499 thousand for the year ended 31 December 2016).
40. Financial instruments
Financial instruments as at 31 December 2017 and 2016 were represented by the following categories:
| Financial instrument | Category | Measurement |
|---|---|---|
| Financial assets | ||
| Accounts receivable | Loans and receivables | Amortized cost |
| Other financial assets | Loans and receivables | Amortized cost |
| Cash and cash equivalents | Loans and receivables | Amortized cost |
| Financial liabilities | ||
| Loans and borrowings | Financial liabilities | Amortized cost |
| Share purchase warrant | Financial liabilities | Fair value through profit or loss |
| Accounts payable | Financial liabilities | Amortized cost |
| Other financial liabilities | Financial liabilities | Amortized cost |
The fair values of the Group's financial assets and financial liabilities listed hereinbefore reflect the amounts that would be received to sell the assets or paid to transfer the liabilities in an orderly transaction between market participants at the measurement date. The fair values are based on inputs other than quoted prices that are observable for the asset or liability. These inputs include foreign currency exchange rates and interest rates. The financial assets and financial liabilities are primarily valued using standard calculations / models that use as their basis readily observable market parameters. Industry standard data providers are the primary source for forward and spot rate information for both interest rates and currency rates, with resulting valuations periodically validated through third party or counterparty quotes.
The Group's non-derivative financial instruments included cash and cash equivalents, accounts receivable, other financial assets, accounts payable, other financial liabilities, loans and borrowings. At 31 December 2017 and 2016, the carrying value of these financial instruments, excluding longterm debt, approximates fair value because of the short-term maturities of these instruments. The major part of the long-term loans and borrowings has floating interest rates and other has fixed interest rates but they are corresponded to the market rate level, so the Management of the Group believes that book value of long-term loans and borrowings approximates their fair value.
(in thousand USD, unless otherwise stated)
41. Management of financial risks
One of the principal responsibilities of the Financial Department of the Group is to manage the financial risks arising from the Group's underlying operations. On an annual basis, the Financial Department approves a strategic plan that takes into account the opportunities and major risks of our business and mitigation factors to reduce these risks. The Financial Department also reviews risk management policies and procedures on an annual basis and sets upper limits on the transactional exposure to be managed and the time periods over which exposures may be managed. The objective of the policy is to reduce volatility in cash flow and earnings. Risks managed include:
| Type of risk | Affected by | Risk management policies |
|---|---|---|
| Credit risk | Ability of counterparties to financial instrument to fulfill their contractual obligations |
Credit approval and monitoring practices; counterparties policies |
| Liquidity risk | Balance of cash flow | Preparation of detailed forecasts of cash flow |
| Market risk | - Market prices on products sold, materials and services for production - Changes in interest rates - Fluctuation of foreign currency exchange rates |
- Foreign currency forward contracts; Long-term cooperation with reliable suppliers - Maintaining a combination of fixed and floating interest rates; USD and UAH interest rates - Foreign currency forward contracts; USD and UAH interest rates |
Depending on the type of risks faced by the Group, it is possible to use a single or several methods of minimizing or levelling their negative impact on Group.
The use of the following risk management methods is possible at the Group's companies:
1) risk pooling is a method aimed at reducing the risk by transferring accidental losses into the relatively small fixed expenses (this method is a basis for insurance);
2) limitation is a method involving the development of detailed strategic documentation, which sets the boundary level of risk in each area of the company's activities, as well as clear allocation of functions and responsibilities of personnel;
3) diversification is a method of risk control through the selection of assets, profit on which slightly correlates, if possible;
4) hedging is a balancing transaction, minimizing the negative impact of risk (e.g., selection of assets and liabilities by timing, by currency).
Credit risk
Credit risk is a risk of financial loss to the Group, which results from failure of a buyer or a contractor under the financial instrument to fulfill its contractual obligations. The risk is primarily related to the Group's accounts receivable, cash and cash equivalent.
Book value of financial assets reflects maximal extent that is subject to credit risk of the Group. Maximal level of credit risk is the following:
| 31 December 2017 |
31 December 2016 |
|
|---|---|---|
| Trade accounts receivable, net | 321 | 276 |
| Other financial assets: | ||
| Non-bank accomodations interest free | 295 | 233 |
| Other accounts receivable, net | 750 | 236 |
| Cash and cash equivalents | 6 092 | 4 180 |
| 7 458 | 4 925 |
(in thousand USD, unless otherwise stated)
The Group manages credit risk through rigorous credit approval and monitoring practices. Financial and Economic Department has developed the credit policy. In accordance with it, all contractors are subjected to careful analysis on ability to pay before the Group offers its standard terms of payment and delivery. If the Group sells goods to a contractor it has never dealt before, transactions are performed on terms of prepayment. Deferred payment is offered only to contractors with work experience with the Group more than 1 year without delays in payment terms established in sale contracts.
Group's management believes that companies comprising the Group are free in their choice of the customers, have close contacts with the leading global and Ukrainian traders, and may switch without risk to other customer offering better conditions of collaboration.
The Financial Directorate of the Group constantly carries out monitoring over payment terms deadlines according to goods selling contracts. In case of delay in payment, the personnel of the commercial department deals up with the customer and the decision whether to apply penalties or slightly extend the terms (within 90 days) is taken.
The Group forms estimated provision for trade and other accounts receivable and investments. It corresponds with estimation of amount of already suffered credit losses. The main element of the provision is an element of certain loss, determined for assets considering already suffered but not fixed losses. Estimated amount of losses is determined on the basis of statistical data for previous periods for similar financial assets.
Distribution of trade accounts receivable as at 31 December 2017 on time-frames is the following:
| Past due, not impaired | ||||||
|---|---|---|---|---|---|---|
| Total | Neither past due nor impaired |
Within 90 days |
From 90 to 360 days |
More than 1 year |
||
| 31 December 2017 | 321 | 290 | 30 | - | 1 | |
| 31 December 2016 | 276 | 211 | 38 | 11 | 16 |
On the basis of analysis of payments for the current period Financial Directorate of the Group considers that there is no need to form provision for overdue, but not impaired trade accounts receivable.
Liquidity risk
Risk of liquidity - is the risk of inability to meet financial obligations of the Group in due time.
The way the Group manages the liquidity lies in providing the Group with constant availability of liquid facilities, enough to meet the obligation in due time, avoiding unforeseen losses and not to expose the reputation of the Group to risk.
There is system of management accounting and budgeting, which allows to plan and control covering all the expenses from operating activity and related with its financial expenses by means of profit.
The table below summarizes the maturity profile of Group's financial liabilities based on contractual payments at 31 December 2017:
| On demand | Within 30 days |
From 30 to 90 days |
From 90 to 180 days |
From 180 to 360 days |
From 1 to 5 years |
Total | |
|---|---|---|---|---|---|---|---|
| Bank loans and interest payable on bank loans |
- | 292 | 187 | 2 500 | 29 825 | 31 099 | 63 903 |
| Finance lease liabilities | - | 45 | 140 | 135 | 96 | 359 | 775 |
| Trade accounts payable | - | 1 138 | 165 | - | - | - | 1 303 |
| Other current liabilities and accrued expenses |
664 | 5 117 | 293 | 338 | 676 | - | 7 088 |
| 664 | 6 592 | 785 | 2 973 | 30 597 | 31 458 | 73 069 |
(in thousand USD, unless otherwise stated)
The table below summarizes the maturity profile of Group's financial liabilities based on contractual payments at 31 December 2016:
| On demand | Within 30 days |
From 30 to 90 days |
From 90 to 180 days |
From 180 to 360 days |
From 1 to 5 years |
Total | |
|---|---|---|---|---|---|---|---|
| Bank loans and interest payable on bank loans |
- | 669 | 5 821 | 20 053 | 6 674 | 63 782 | 96 999 |
| Finance lease liabilities | - | 46 | 88 | 11 | 927 | 2 001 | 3 073 |
| Trade accounts payable | - | 1 410 | 694 | - | - | - | 2 104 |
| Other current liabilities and accrued expenses |
507 | 4 299 | 205 | 232 | 465 | - | 5 708 |
| 507 | 6 425 | 6 808 | 20 296 | 8 066 | 65 783 | 107 884 |
Market risk
Market risk arises from fluctuations in market factors, including exchange rates, interest rates and commodity prices. Movements in these factors may affect the Group's income and expenses, or the value of its financial instruments. The objective of the Group's management of market risk is to maintain this risk within acceptable parameters, whilst optimizing returns.
Market risk is comprised of:
- Commodity price risk
i) Risk of changes in market prices of products for sale
The Group Sales Department makes continuous monitoring of market prices of products sold in order to manage exposure to changes in market prices for the products. According to the results of this analysis and subsequent prediction of prices for products, management pricing policy depending on the dynamics of market prices is formed.
ii) Risk of changes in prices of materials and services
The Group is exposed to changes in prices of materials and services that are used in the process of production. The Group manages these risks by working with reliable suppliers, business relationships with whom had developed over a long time, and the search for new, more affordable supply of resources.
- Currency risk
Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates.
The Group's exposure to the risk of changes in foreign exchange rates relates primarily to the Group's operating activities (when revenue or expense are denominated in a different currency from the Group's functional currency) and the Group's net investments in foreign subsidiaries.
The Group's companies manage their foreign currency risk by comparing the volumes of export revenues by currencies and loan portfolio by currencies. The Group avoids borrowing and production sales for export in any currency except for USD. The comparison is carried out as a part of the annual planning and budgeting.
When the amount of the expected export revenue is below the level of USD borrowing for the financial year, the decrease in foreign currency borrowings by repayment of such loans or conversion of foreign currency loans into national currency is performed.
Group avoided realization of risk transactions that are subject to foreign currency risk.
(in thousand USD, unless otherwise stated)
The table below summarizes the Group's exposure to foreign currency risk as at 31 December 2017:
| Note | UAH | USD | EUR | PLN | Total | |
|---|---|---|---|---|---|---|
| Trade accounts receivable, net | 25 | 317 | 4 | - | - | 321 |
| Cash and cash equivalents | 28 | 1 161 | 4 636 | 281 | 14 | 6 092 |
| Loans and borrowings | 32, 33 | 36 | 64 431 | - | - | 64 467 |
| Other current liabilities and accrued expenses |
35 | 4 384 | 2 704 | - | - | 7 088 |
| 5 898 | 71 775 | 281 | 14 | 77 968 |
The Group's exposure to foreign currency risk, based on book value, as at 31 December 2017 was as follows:
| 31 December 2017 |
Increase/decrease in USD exchange rate, % |
Effect on profit before tax |
|
|---|---|---|---|
| Cash and cash equivalents | 7 | 10 | 1 |
| (10) | (1) | ||
| 10 | (2 892) | ||
| Loans and borrowings | 28 916 | (10) | 2 892 |
| 10 | (2) | ||
| Other current liabilities and accrued expenses | 19 | 2 | |
| 10 | (2 893) | ||
| General effect | - | (10) | 2 893 |
The table below summarizes the Group's exposure to foreign currency risk as at 31 December 2016:
| Note | UAH | USD | EUR | PLN | Total | |
|---|---|---|---|---|---|---|
| Trade accounts receivable, net | 25 | 276 | - | - | - | 276 |
| Cash and cash equivalents | 27 | 1 185 | 2 940 | 54 | 1 | 4 181 |
| Loans and borrowings | 31, 32 | 5 038 | 78 540 | - | - | 83 578 |
| Other current liabilities and accrued expenses | 34 | 3 692 | 2 017 | - | - | 5 708 |
| 10 191 | 83 497 | 54 | 1 | 93 743 |
The Group's exposure to foreign currency risk, based on book value, as at 31 December 2016 was as follows:
| 31 December | Increase/decrease in | Effect on profit | |
|---|---|---|---|
| 2016 | USD exchange rate, % | before tax | |
| Loans and borrowings | 39 239 | 10 | (3 924) |
| (10) | 3 924 | ||
| 10 | (202) | ||
| Other current liabilities and accrued expenses | 2 017 | (10) | 202 |
| 10 | (4 126) | ||
| General effect | - | (10) | 4 126 |
(in thousand USD, unless otherwise stated)
- Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.
Change in interest rates influences the involved loans and borrowings and finance lease transactions. Management of the Group doesn't have formalized policy respecting proportion of interest risk's allocation between the loans with fixed interest rate and floating interest rate. However, when attracting new loans and borrowings, management solves the problem respecting which interest rate, fixed or floating, will be more profitable for the Group during the expected period till the maturity date, based on own professional judgments.
The Group's interest-bearing financial instruments were formed as follows:
| 31 December 2017 |
31 December 2016 |
|
|---|---|---|
| Loans and borrowings | ||
| Fixed rate instruments | 28 177 | 21 950 |
| Variable rate instruments | 36 290 | 61 628 |
| 64 467 | 83 578 |
The Group's exposure to interest rate risk, based on book value, as at 31 December 2017 was as follows:
| Note | 31 December 2017 |
Increase/decrease in Libor rate, % |
Effect on profit before tax |
|
|---|---|---|---|---|
| 36 290 | 1 | (363) | ||
| Loans and borrowings | 32, 33 | (1) | 363 |
The Group's exposure to interest rate risk, based on book value, as at 31 December 2016 was as follows:
| Note | 31 December 2016 |
Increase/decrease in Libor rate, % |
Effect on profit before tax |
|
|---|---|---|---|---|
| 61 628 | 1 | (616) | ||
| Loans and borrowings | 31 ,32 | (1) | 616 |
Agro-industrial risks
Agro-industrial business is subject to risks of outbreaks of various diseases of cattle or crops. These diseases could result in losses. Disease control measures were adopted by the Group to minimise and manage this risk. The Group's management is satisfied that its current existing risk management and quality control processes are effective and sufficient to prevent any diseases and related losses.
(in thousand USD, unless otherwise stated)
42. Capital management
The Group's objectives in the process of capital management are maintaining the Group's ability to follow the going concern principle to provide benefits to interested parties, and also maintaining the optimal structure of involved and own funds.
The management of the Group regularly analyzes the structure of its capital. On basis of results of this analysis the Group takes measures, which are aimed at maintenance of total structure of the capital balance.
The main financial liabilities of the Group are loans and borrowings, trade and other accounts payable. The main aim of these financial instruments is to involve facilities for the Group's activity.
The Group's gearing ratio was as follows:
| Note | 31 December 2017 |
31 December 2016 |
|
|---|---|---|---|
| Long-term loans and borrowings | 32 | 27 725 | 55 185 |
| Current portion of long-term borrowings | 32 | 10 629 | 9 846 |
| Short-term loans and borrowings | 33 | 26 113 | 18 547 |
| Trade accounts payable | 34 | 1 303 | 2 104 |
| Other current liabilities and accrued expenses | 35 | 7 088 | 5 708 |
| Cash and cash equivalents | 28 | (6 092) | (4 180) |
| Net debt | 66 766 | 87 210 | |
| Total equity | 104 038 | 65 057 | |
| Total net debt and equity | 170 804 | 152 267 | |
| Gearing ratio | 39% | 57% |
The capital structure of the Group is based on management's judgments of the appropriate balancing of all key elements of its financial strategy in order to meet its strategic and day-to-day needs. The Management of the Group considers the amount of capital in proportion to risk and manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. The Group will take appropriate steps in order to maintain, or if necessary adjust, the capital structure.
43. Events after the balance sheet date
Conducting its normal operating activity, the Group considers important to highlight the following:
Loans and borrowings and interests are repaid in the amount of USD 1 227 thousand.
Loans and borrowings are received in the amount of USD 2 908 thousand.
VAT for reimbursement is received in the amount of USD 3 111 thousand.
There were no other material events after the end of the reporting date, which have a bearing on the understanding of the financial statements.