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AC S.A. Interim / Quarterly Report 2021

May 13, 2021

5485_rns_2021-05-13_1081b0c2-c58e-4b97-a1c4-967322b52644.pdf

Interim / Quarterly Report

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IMC S.A. and its subsidiaries

Condensed consolidated interim financial statements For the three months ended 31 March 2021

CONTENTS

Pages
Statement of Board of Directors responsibilities 3
Management statement 4
Single management report 5
Condensed consolidated interim financial statements
For the three months ended 31 March 2021
Condensed consolidated interim statement of comprehensive income 9
Condensed consolidated interim statement of financial position 10
Condensed consolidated interim statement of changes in equity 11
Condensed consolidated interim statement of cash flows 12
Notes to the Condensed consolidated interim financial statements 14

Statement of Board of Directors responsibilities for preparation and approval of Condensed consolidated interim financial statements for the three months ended 31 March 2021

Board of Directors of the Group of companies "IMC" (the Group) is responsible for preparing the Condensed consolidated interim financial statements which reflect in all material aspects the financial position of the Group as at 31 March 2021, as well as the results of its activities, cash flows and changes in equity for the three months then ended in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union.

In preparing Condensed consolidated interim financial statements the Group's Board of Directors is responsible for:

  • selecting appropriate accounting policies and their consistent application;

  • 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 Condensed consolidated interim financial statements;

  • preparing Condensed consolidated interim financial statements of the Group on the going concern basis, except for the cases when such assumption is not appropriate;

  • accounting and disclosing in the Condensed consolidated interim financial statements all the relations and transactions between related parties;

  • accounting and disclosing in the Condensed consolidated interim financial statements all subsequent events that would result in an adjustment or a disclosure;

  • disclosing all claims related to previous or potential legal proceedings;

  • disclosing in the Condensed consolidated interim financial statements all the loans or guarantees to the Management.

The Group's Board of Directors is also responsible for:

  • development, implementation and control over effective and reliable internal control system in the Group;

  • keeping accounting records in compliance with the legislation and accounting standards of the respective country of the Group's registration;

  • taking reasonable steps within its cognizance to safeguard the assets of the Group;

  • detecting and preventing fraud and other irregularities.

These Condensed consolidated interim financial statements as at 31 March 2021 prepared in compliance with IFRS as approved by the European Union are approved on behalf of the Group's Board of Directors on 13 May 2021.

On behalf of the Board of Directors:

Chief Executive Officer ALEX LISSITSA __signed______
Chief Financial Officer DMYTRO MARTYNIUK __signed______

Management statement

This statement is provided to confirm that, to the best of our knowledge, the Condensed consolidated interim financial statements for the three months ended 31 March 2021, and the comparable information, have been prepared in compliance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) 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______

Single management report

  1. Operational and Financial Results

  2. Selected Financial Data

1. Operational and Financial Results

The following table sets forth the Company's results of operations derived from the Condensed consolidated interim financial statements: (in thousand USD) For the three months ended

Notes 31 March 2021 31 March 2020 Change in %
CONTINUING OPERATIONS
Revenue 6 58 572 50 560 16%
Gain from changes in fair value of biological assets
and agricultural produce, net
7 4 011 1 998 101%
Cost of sales 8 (51 290) (47 435) 8%
GROSS PROFIT 11 293 5 123 120%
Administrative expenses 9 (2 574) (2 987) -14%
Selling and distribution expenses 10 (6 120) (7 024) -13%
Other operating income 11 1 263 287 340%
Other operating expenses 12 (663) (521) 27%
Write-offs of property, plant and equipment (19) (40) -52%
OPERATING PROFIT/(LOSS) 3 180 (5 162) -162%
Financial expenses, net 15 (252) (388) -35%
Effect of lease of right-of-use assets 19 (1 510) (1 868) -19%
Effect of additional return 29 - (302) -100%
Foreign currency exchange (loss)/gain, net 16 1 031 (7 109) -115%
PROFIT/(LOSS) BEFORE TAX FROM
CONTINUING OPERATIONS
2 449 (14 829) -117%
Income tax expenses, net 17 (1 035) 5 -20801%
NET PROFIT/(LOSS) FOR THE PERIOD
FROM CONTINUING OPERATIONS
1 414 (14 824) -110%

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, 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 measure comparable to similar companies regardless of varying tax environments, capital structures or accounting policies regarding depreciation and amortization.

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 Condensed consolidated interim financial statements.

Normalised EBITDA calculation for the period (from continuing operations) is presented as follows:

(in thousand USD) For the three months ended
31 March 2021 31 March 2020 Change in %
CONTINUING OPERATIONS
Net profit/(loss) for the period 1 414 (14 824)
Write-offs of property, plant and equipment 19 40
Foreign currency exchange (loss)/gain, net (1 031) 7 109
Financial expenses, net 252 388
Effect of lease of right-of-use assets 1 510 1 868
Income tax expenses, net 1 035 (5)
Depreciation and amortization 5 677 5 329
Non recurring items:
Effect of additional return - 302
Normalised EBITDA 8 876 207 4188%

Company's Normalised EBITDA increased in 1Q2021 in comparison with 1Q2020 mainly due to higher crop prices, resulted in increase of gross profir for the period.

Revenue

The Company's revenue from sales of finished products decreased by 17% in 1Q2021 in comparison with previous period.

The following table sets forth the Company's sales revenue by products indicated:

(in thousand USD) For the three months ended
31 March 2021 31 March 2020 Change in %
Corn 57 722 49 051 18%
Sunflower 116 - -
Wheat 65 - -
Milk 346 409 -15%
Soy beans - 371 -100%
Cattle 65 51 28%
Other 166 126 32%
58 480 50 008 17%

The most significant portion of the Company's revenue comes from selling corn, which represented 98,7% in 1Q2021 and 98,1% in 1Q2020 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 three months ended
31 March 2021 31 March 2020
Corn
Sales of produced corn (in tonnes) 292 196 285 635
Realization price (U.S. \$ per ton) 198 172
Revenue from produced corn (U.S. \$ in thousands) 57 722 49 051
Wheat
Sales of produced wheat (in tonnes) 269 -
Realization price (U.S. \$ per ton) 242 -
Revenue from produced wheat (U.S. \$ in thousands) 65 -
Soy beans
Sales of produced soy beans (in tonnes) - 1 125
Realization price (U.S. \$ per ton) - 330
Revenue from produced soy beans (U.S. \$ in thousands) - 371
Sunflower
Sales of produced sunflower (in tonnes) 185 -
Realization price (U.S. \$ per ton) 626 -
Revenue from produced sunflower (U.S. \$ in thousands) 116 -
Other (produced only)
Total sales volume (in tonnes) 1 024 1 481
Total revenues (U.S. \$ in thousands) 164 126
Total sales volume (in tonnes) 293 675 288 241
Total revenue from sale of crops (U.S. \$ in thousands) 58 067 49 548

Revenue relating to sales of corn increased by 18% to USD 57,7 million in current period from USD 49,1 million in previous period due to increase in both sales volumes and prices in 1Q2021.

Cost of sales

The Company's cost of sales changed to USD 51,3 million in current period from USD 47,4 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 three months ended
31 March 2021 31 March 2020 Change in %
Raw materials (23 217) (19 522) 19%
Change in inventories and work-in-progress (19 556) (18 891) 4%
Depreciation and amortization (5 211) (4 866) 7%
Wages and salaries of operating personnel and related charges (2 043) (2 433) -16%
Fuel and energy supply (621) (960) -35%
Third parties' services (269) (329) -18%
Rent (25) (29) -14%
Repairs and maintenance (209) (292) -28%
Taxes and other statutory charges (113) (91) 24%
Other expenses (26) (22) 17%
(51 290) (47 435) 8%

A 8% increase in cost of sales in 1Q2021 is consistent with a increase in sales volume.

Gross profit

The Company's gross profit increased to USD 11,3 million in current period from USD 5,1 million in previous period, an 120% year-on-year increase - this was a reflection of the increase in prices for corn, which led to an increase in sales revenue.

Administrative expenses

Administrative expenses decreased year-on-year to USD 2,6 million in current period from USD 3,0 million in previous period, reflecting an decrease in wages and salaries of administrative personnel and related charges to USD 1,9 million from USD 3,4 million.

Selling and distribution expenses

Selling and distribution expenses decreased year-on-year to USD 6,2 million in current period from USD 7,0 million in previous period, reflecting a decrease in prices for delivery in 1Q2021.

Foreign currency exchange, net

Net result of foreign currency exchange increase to USD 1,0 million of net gain in current period from USD 7,1 million of net loss in previous period. This increase reflected the revaluation of UAH in 1Q2021 in comparison with 2020 – 1,4% of revaluation as at 31 March 2021 in comparison with 15,6% of devaluation as at 31 March 2020.

Cash flows

The following table sets out a summary of the Company's cash flows for the periods indicated:

(in thousand USD) For the three months ended
31 March 2021 31 March 2020
Net cash flows from operating activities 35 728 19 638
Net cash flows from investing activities (4 392) (4 386)
Net cash flows from financing activities (4 493) (3 545)
Net increase in cash and cash equivalents 26 843 11 707

Net cash flow from operating activities

The Company's net cash inflow from operating activities increased to USD 35,7 million in current period from USD 19,6 million in previous period. The increase in 1Q2021 was due to increase in revenue and changes in inventories.

Net cash flow from investing activities

The Company's net cash outflow from investing activities remained at the same level of USD 4,4 million, which is in line with the Group's CAPEX program.

Net cash flow from financing activities

Net cash outflow from financing activities increased to USD 4,5 million in current period from USD 3,5 million in previous period, reflecting the Group's program of debt reduction.

2. Selected Financial Data

(in thousand USD)

For the three months ended 31 March 2021 31 March 2020
I. Revenue 58 572 50 560
II. Operating profit/(loss) 3 180 (5 162)
III. Profit/(loss) before income tax 2 449 (14 829)
IV. Net profit/(loss) 1 414 (14 824)
V. Net cash flow from operating activity 35 728 19 638
VI. Net cash flow from investing activity (4 392) (4 386)
VII. Net cash flow from financing activity (4 493) (3 545)
VIII. Total net cash flow 26 843 11 707
IX. Total assets 324 785 268 222
X. Share capital 59 59
XI. Total equity 141 678 98 494
XII. Non-current liabilities 123 478 93 322
XIII. Current liabilities 59 629 76 406
XIV. Weighted average number of shares 33 178 000 33 178 000
XV. Profit/(loss) per ordinary share (in USD) 0,04 (0,45)
XVI. Book value per share (in USD) 4,27 2,97

On behalf of the Board of Directors:

Chief Executive Officer ALEX LISSITSA __signed______
Chief Financial Officer DMYTRO MARTYNIUK __signed______

CONDENSED CONSOLIDATED INTERIM STATEMENT OF COMPREHENSIVE INCOME

For the three months ended 31 March 2021

(in thousand USD, unless otherwise stated)

Unaudited
Unaudited
CONTINUING OPERATIONS
Revenue
6
58 572
50 560
Gain from changes in fair value of biological assets and agricultural
7
4 011
1 998
produce, net
Cost of sales
8
(51 290)
(47 435)
GROSS PROFIT
11 293
5 123
Administrative expenses
9
(2 574)
(2 987)
Selling and distribution expenses
10
(6 120)
(7 024)
Other operating income
11
1 263
287
Other operating expenses
12
(663)
(521)
Write-offs of property, plant and equipment
(19)
(40)
OPERATING PROFIT/(LOSS)
3 180
(5 162)
Financial expenses, net
15
(252)
(388)
Effect of lease of right-of-use assets
19
(1 510)
(1 868)
Effect of additional return
29
-
(302)
Foreign currency exchange (loss)/gain, net
16
1 031
(7 109)
PROFIT/(LOSS) BEFORE TAX FROM CONTINUING
2 449
(14 829)
OPERATIONS
Income tax expenses, net
17
(1 035)
5
NET PROFIT/(LOSS) FOR THE PERIOD FROM
1 414
(14 824)
CONTINUING OPERATIONS
Net profit/(loss) for the period attributable to:
Owners of the parent company
1 470
(14 724)
Non-controlling interests
(56)
(100)
Weighted average number of shares
33 178 000
33 178 000
Basic profit per ordinary share (in USD)
0,04
(0,45)
OTHER COMPREHENSIVE INCOME/(LOSS)
Items that may be reclassified to profit or loss
Effect of foreign currency translation
1 771
(19 915)
Items that will no be reclassified to profit or loss
Deferred tax charged directly to amortization of revaluation reserve
66
40
TOTAL OTHER COMPREHENSIVE INCOME/(LOSS)
1 837
(19 875)
TOTAL COMPREHENSIVE PROFIT
3 251
(34 698)
Comprehensive income/(loss) attributable to:
Owners of the parent company
3 336
34 560
Non-controlling interests
(85)
(139)
Note For the three
months ended 31
March 2021
For the three
months ended 31
March 2020

__________signed____________ Alex Lissitsa Chief Executive Officer Chief Financial Officer

Dmytro Martyniuk

__________signed____________

CONDENSED CONSOLIDATED INTERIM STATEMENT OF FINANCIAL POSITION

As at 31 March 2021

(in thousand USD, unless otherwise stated)
-- -------------------------------------------- -- -- -- --
Note 31 March 2021 31 December
2020
31 March 2020
Unaudited Audited Unaudited
ASSETS
Non-current assets
Property, plant and equipment
18
68 015 65 881 65 736
Right-of-use assets
19
123 963 93 963 93 910
Intangible assets
20
1 148 1 230 1 526
Non-current biological assets
21
2 321 2 027 2 496
Prepayments for property, plant and equipment 568 159 231
Total non-current assets 196 015 163 260 163 899
Current assets
Inventories
22
57 473 81 978 64 619
Current biological assets
23
18 199 11 269 15 345
Trade accounts receivable, net
24
147 202 546
Prepayments and other current assets, net
25
7 852 5 389 9 428
Prepayment for income tax 30 - 26
Cash and cash equivalents
27
45 069 17 990 14 359
Total current assets 128 770 116 828 104 323
TOTAL ASSETS 324 785 280 088 268 222
LIABILITIES AND EQUITY
Equity attributable to the owners of parent company
Share capital
28
59 59 59
Share premium 29 512 29 512 29 512
Revaluation reserve 38 659 40 151 38 168
Retained earnings 205 001 201 973 159 747
Effect of foreign currency translation (131 658) (133 458) (129 174)
Total equity attributable to the owners of parent 141 573 138 237 98 312
company
Non-controlling interests
105 190 182
Total equity 141 678 138 427 98 494
Non-current liabilities
Deferred tax liabilities
30
3 153 3 177 2 676
Long-term loans and borrowings
31
5 648 4 207 5 507
Long-term lease liabilities as to right-of-use assets
19
114 677 82 396 85 139
Total non-current liabilities 123 478 89 780 93 322
Current liabilities
Current portion of long-term borrowings
31
2 898 3 023 16 533
Current portion of long-term lease liabilities as to right-of-use
19
assets
11 447 16 765 10 315
Short-term loans and borrowings
32
26 000 26 000 27 240
Trade accounts payable 11 378 963 18 192
Other current liabilities and accrued expenses
33
7 906 5 116 4 126
Income tax liabilities - 14 -
Total current liabilities 59 629 51 881 76 406
Total liabilities
TOTAL LIABILITIES AND EQUITY 183 107
324 785
141 661
280 088
169 728
268 222

__________signed____________

Alex Lissitsa

__________signed____________

Dmytro Martyniuk Chief Executive Officer Chief Financial Officer

CONDENSED CONSOLIDATED INTERIM STATEMENT OF CHANGES IN EQUITY

For the three months ended 31 March 2021

(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 2019 59 29 512 39 654 172 945 (109 298) 132 872 321 133 193
(audited)
Сomprehensive
income/(loss) for the
period
Loss for the period - - - (14 724) - (14 724) (100) (14 824)
Amortization of
revaluation reserve
Deferred tax charged
- - (1 526) 1 526 - - - -
directly to
amortization of
revaluation reserve
- - 40 - - 40 - 40
Other comprehensive
income
- - - - (19 876) (19 876) (39) (19 915)
Total
comprehensive
profit/(loss)
- - (1 486) (13 198) (19 876) (34 560) (139) (34 699)
31 March 2020
(unaudited)
59 29 512 38 168 159 747 (129 174) 98 312 182 98 494
31 December 2020
(audited) 59 29 512 40 151 201 973 (133 458) 138 237 190 138 427
Сomprehensive
income/(loss) for the
period
Profit/(loss) for the
period
- - - 1 470 - 1 470 (56) 1 414
Amortization of
revaluation reserve
Deferred tax charged
- - (1 558) 1 558 - - - -
directly to
amortization of
revaluation reserve
- - 66 - - 66 - 66
Other comprehensive
income
- - - - 1 800 1 800 (29) 1 771
Total
comprehensive
profit/(loss)
- - (1 492) 3 028 1 800 3 336 (85) 3 251
31 March 2021
(unaudited)
59 29 512 38 659 205 001 (131 658) 141 573 105 141 678

__________signed____________

Alex Lissitsa

__________signed____________ Dmytro Martyniuk

Chief Executive Officer Chief Financial Officer

CONDENSED CONSOLIDATED INTERIM STATEMENT OF CASH FLOWS

For the three months ended 31 March 2021

(in thousand USD, unless otherwise stated)

Note For the three months
ended 31 March 2021
For the three months
ended 31 March 2020
Unaudited Unaudited
CASH FLOWS FROM OPERATING ACTIVITIES:
Profit/(loss) before tax from continuing operations
Adjusted to reconcile profit/(loss) before tax with net cash used in
operating activities:
2 449 (14 829)
Gain from changes in fair value of biological assets and agricultural
produce, net
7 (4 011) (1 998)
Disposal of revaluation of biological assets and agricultural produce
in the cost of sales, net
8 20 596 15 164
Depreciation and amortization 13 5 677 5 329
Effect of lease of right-of-use assets 1 510 1 868
Interest expenses and other financial expenses 15 401 513
Foreign currency exchange loss/(gain), net (1 106) 7 352
(Loss)/gain on disposal of property, plant and equipment 12 124 (50)
Effect of additional return - 302
Deferred expenses on options - 426
Write-offs of property, plant and equipment 19 40
Gain on recovery of assets previously written off 11 (19) (29)
Interest income 15 (148) (125)
Accruals for unused vacations 207 367
Write-offs of VAT 12 44 6
Shortages and losses due to impairment of inventories 12 6 16
Income from write-offs of accounts payable 11 (2) (48)
Gain on disposal of inventories 11 (6) (6)
Allowance for doubtful accounts receivable 12 16 1
Effect of disposal of right-of-use assets (1 162) -
Cash flows from operating activities before changes in
working capital
24 595 14 299
Changes in trade accounts receivable 47 (153)
Changes in prepayments and other current assets (2 278) (3 743)
Changes in inventories 5 212 (547)
Changes in current biological assets (3 223) (3 181)
Changes in trade accounts payable 10 370 17 670
Changes in other current liabilities and accrued expenses 2 657 (3 949)
Cash flows from operations 37 380 20 397
Interest paid on loans and borrowings (348) (461)
Interest paid on lease liabilities as to right-of-use assets (222) (268)
Income tax paid (1 082) (29)
Net cash flows from operating activities 35 728 19 638

__________signed____________

Alex Lissitsa

Dmytro Martyniuk Chief Executive Officer Chief Financial Officer

__________signed____________

CONDENSED CONSOLIDATED INTERIM STATEMENT OF CASH FLOWS (continued)

For the three months ended 31 March 2021

(in thousand USD, unless otherwise stated)

Note For the three months
ended 31 March 2021
For the three months
ended 31 March 2020
Unaudited Unaudited
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment (4 738) (5 000)
Purchase of intangible assets - (3)
Proceeds from disposal of property, plant and equipment 346 617
Net cash flows from investing activities (4 392) (4 386)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term and short-term borrowings 2 872 11 103
Repayment of long-term and short-term borrowings (1 556) (9 156)
Repayment of long-term and short-term lease liabilities as to
right-of-use assets
(5 809) (5 492)
Net cash flows from financing activities (4 493) (3 545)
NET CASH FLOWS 26 843 11 707
Cash and cash equivalents as at the beginning of the
period
27 17 990 5 182
Effect of translation into presentation currency 236 (2 530)
Cash and cash equivalents as at the end of the period 27 45 069 14 359

__________signed____________

Alex Lissitsa Chief Executive Officer Chief Financial Officer

Dmytro Martyniuk

__________signed____________

(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 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 the holding company of 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.

In October 2016 Zemelniy Kadastroviy Centr PE and Agroprogress Holding Ltd left the Group.

In December 2016 Bluerice Limited left the Group.

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.

In June 2019 trading company Aristo Eurotrading HK Limited was formed.

All companies comprising the Group were under the control of the same beneficial owner Mr. Petrov O.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:
-------------------------------------------------------------------------------- --
Operating entity Principal activity Country of
registration
Year
established/
acquired
Cumulative ownership ratio, %
31 March 2021 31 March 2020
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 87,58 87,58
PrJSC Mlibor Grain elevator Ukraine 31.05.2008 74,28 74,08
Unigrain Holding Limited Subholding company Cyprus 02.06.2009 100 100
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
PAC Slobozhanschina Agro Agricultural production Ukraine 26.06.2012 100 100
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 99,9 99,9
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
Aristo Eurotrading HK Limited Trading company Hong Kong 21.06.2019 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 120,3 thousand ha (120,0 thousand ha under processing of high quality arable land). As at 31 March 2021 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 Condensed consolidated interim financial statements are public and available at:

http://www.imcagro.com.ua/en/investor-relations/financial-reports.

Stock information about the Company (company code name on WSE: IMCOMPANY (LU0607203980)):

https://www.gpw.pl/company-factsheet?isin=LU0607203980

(in thousand USD, unless otherwise stated)

2. Basis of preparation of the Condensed consolidated interim financial statements

Statement of compliance

These Condensed consolidated interim 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 interim condensed consolidated financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting. The interim condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements, and should be read in conjunction with the Group's annual financial statements as at 31 December 2020.

These Condensed consolidated interim 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 Condensed consolidated interim 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 Condensed consolidated interim 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 Condensed consolidated interim 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 Condensed consolidated interim financial statements do not include any adjustments should the Group be unable to continue as going concern.

Basis of measurement

The Condensed consolidated interim financial statements are prepared under historical cost basis except for the revalued amounts of property, plant and equipment, fair values of biological assets and agricultural produce.

The Group's management has decided to present and measure these Condensed consolidated interim financial statements in United States Dollars ("USD") for the purposes of convenience of users of these financial statements.

Use of estimates

The preparation of these Condensed consolidated interim 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 Condensed consolidated interim financial statements are presented in the thousands of United States Dollars ("USD"), unless otherwise indicated.

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.

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.

(in thousand USD, unless otherwise stated)

The principal exchange rates used in the preparation of these Condensed consolidated interim financial statements are as follows:

Currency 31 March
2021
Average for the
three months ended
31 March 2021
31 December
2020
31 March
2020
Average for the three
months ended 31
March 2020
31 December
2019
UAH/USD 27,8852 27,9694 28,2746 28,0615 25,05253 23,6862
EUR/USD 1,17 1,21 1,23 1,10 1,10 1,12

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 Condensed consolidated interim 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 Condensed consolidated interim 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 Condensed consolidated interim 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.

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.

(in thousand USD, unless otherwise stated)

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 Condensed consolidated interim 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 Condensed consolidated interim 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.

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 Condensed consolidated interim 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 Condensed consolidated interim 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 reassessed 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.

(in thousand USD, unless otherwise stated)

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 Condensed consolidated interim 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 Condensed consolidated interim 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 Condensed consolidated interim statement of comprehensive income as Gain (loss) from changes in fair value of biological assets and agricultural produce, net.

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. Respectively the Note of non-current biological assets does not include any capitalized costs.

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 Condensed consolidated interim 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.

(in thousand USD, unless otherwise stated)

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 Condensed consolidated interim statement of comprehensive income.

Financial instruments

Financial assets and financial liabilities are regognised in the Group's Condensed consolidated interim statement of financial position when the Group becomes a party to the contractual provisions of the instrument.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets or financial liabilities (other than financial assets or financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs that are directly attributable to the acquisition or issue of financial assets or financial liabilities at fair value through profit or loss are recognized immediately in profit or loss.

Financial assets

All regular way purchases or sales of financial assets are recognized on a trade date basis.

All recognized financial assets are measured subsequently in their entirety at their amortised cost or fair value, depending on the classification of the financial assets.

The Group's financial assets include cash and cash equivalents, trade receivables and other receivables and are classified as Financial assets at amortised cost.

The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest income over the relevant period. The amortised cost of a financial asset is the amount at which the financial asset is measured at initial recognition minus the principal repayments, plus the cumulative amortization using the effective interest method of any different between that initial amount and the maturity amount, adjusted for any loss allowance. The gross carrying amount of a financial asset is the amortised cost of a financial asset before adjusting for any loss allowance.

The Group recognises a loss allowance for expected credit losses on financial assets and updates the allowance at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument. The expected credit losses are estimated using a provision matrix based on the Group's historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate. The expected credit loss is estimated as the difference between all contractual cash flows that are due to the Group in accordance with the contract and all the cash flows that the Group expects to receive, discounted at the original effective interest rate.

The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. On derecognition of financial asset measured at amortised cost, the difference between the asset's carrying amount and the sum of the consideration receives and receivable is recognised in Condensed consolidated interim statement of comprehensive income.

Financial liabilities

All financial liabilities are measures subsequently at amortised cost using the effective interest method or at fair value through profit or loss.

The Group's financial liabilities include trade payables and other payables, loans and borrowings, which are classified as Financial liabilities at amortised cost.

The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expenses over the relevant period. The effective interest rate is the rate that exactly discount estimated future cash payments (including all fees and points or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the amortised cost of a financial liability.

The Group derecognises a financial liability only when the Group's obligations are discharged, cancelled or have expired. The difference between the carrying amount of the financial liability derecognized and the sum of the consideration paid and payable is recognised in Condensed consolidated interim statement of comprehensive income.

(in thousand USD, unless otherwise stated)

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 Condensed consolidated interim statement of comprehensive income.

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.

An option on Management Incentive Plan 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.

Leases

The Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

Group as a lessee

The Group applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. The Group recognises lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying assets.

Right-of-use assets

The Group recognises right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-ofuse assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received.

Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of the assets.

If ownership of the leased asset transfers to the Group at the end of the lease term or the cost reflects the exercise of a purchase option, depreciation is calculated using the estimated useful life of the asset.

Lease liabilities

At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments of penalties for terminating the lease, if the lease term reflects the Group exercising the option to terminate. Variable lease payments that do not depend on an index or a rate are recognized as expenses (unless they are incurred to produce inventories) in the period in which the event or condition that triggers the payment occurs.

In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments (e.g., changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a change in the assessment of an option to purchase the underlying asset.

Short-term leases and leases of low-value assets

The Group applies the short-term lease recognition exemption to its short-term leases of property, plant and equipment (i.e., those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). Lease payments on short-term leases and leases of low value assets are recognised as expense on a straight-line basis over the lease term.

(in thousand USD, unless otherwise stated)

Group as a lessor

Leases in which the Group does not transfer substantially all the risks and rewards incidental to ownership of an asset are classified as operating leases. Rental income arising is accounted for on a straight-line basis over the lease terms. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised over the lease term on the same basis as rental income. Contingent rents are recognized as revenue in the period in which they are earned.

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 Condensed consolidated interim 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 (0,95% in 2020). As at 31 March 2021, 5 of the companies comprising the Group were elected to pay single tax 4th group (2020: 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 Condensed consolidated interim 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)

Government grants

The Ukrainian legislation provides various 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. The Group recognizes this type of benefits upon the receipt of funds as other operating income in the Condensed consolidated interim statement of comprehensive income.

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 Condensed consolidated interim financial statements. The Group discloses information about contingent liabilities in the Notes to the Condensed consolidated interim 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 Condensed consolidated interim 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 Condensed consolidated interim financial statements as Share premium.

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 Condensed consolidated interim financial statements are authorized for issue.

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 time 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.

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.

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.

(in thousand USD, unless otherwise stated)

Revenue recognition

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. A five-step model is established to account for revenue from contracts with customers.

The Group performed an analysis of five-step model as follows:

  • the Group concludes contract with the customers in written form, where the parties and each party's rights are mentioned, all conditions relating goods or services, payments and delivery are described.

  • 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 Group receives only short-term advances from its clients and they are presented as a part of Other current liabilities and accrued expenses. The contracts do not contain any variable considerations or warranty obligations. The transaction price is clearly stated in the contract.

  • finished products and services transferred to customers at a point in time.

Therefore, the Group recognizes revenue as follows:

Sales of goods

Revenue from sales of goods is recognised at the point of transfer of all 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 at the moment of transfer to the customer control over the product or service.

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 Condensed consolidated interim 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 Condensed consolidated interim 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 Condensed consolidated interim financial statements.

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.

(in thousand USD, unless otherwise stated)

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 2020 by an independent appraiser LLC "Asset Expertise" (ODS Certificate No.905/19 as of 28 November 2019 issued by State Property Fund of Ukraine).

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 no changes in accounting estimates of remaining useful lives of items of property, plant and equipment during 1Q2021.

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.

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 milk, milk yields and discount rate.

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.

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 expenses on works connected with preparation of the lands for the future harvest obtained from the biological assets of plant growing. The cost of work in progress includes costs of direct materials and labor and other direct productions costs and related production overheads (based on normal operating capacity). Costs allocation to Work-in-progress includes a number of judgments of management based on the recommendations of scientific sources and agronomic calculations of the internal services of the Group.

Inventories as at the year-end are an estimate resulting in a surplus/decrease in inventories when stock take is performed in subsequent year.

(in thousand USD, unless otherwise stated)

Inventory balances at the reporting dates are confirmed by inventories. But the amount of grain at the elevators and the method of its storage do not allow weighing of the whole grain at the time of the inventory. Therefore, enterprises use other methods for determining the amount of grain at the elevator.

The method consists in the following:

  • there is passport data of the volume of silo storage tanks
  • the commission inventories each tank and determines the volume filled with grain
  • there is an indicator "nature of grain", i.e. its weight in 1l
  • the volume of grain is multiplied by its nature and the amount of grain in kg is obtained

But in fact, deviations are possible due to permissible errors in grain moisture, which resulting in a surplus/decrease in inventories when stock take is performed in subsequent year during the cleaning the elevator.

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 Condensed consolidated interim 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.

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 Condensed consolidated interim 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.

Provision for expected credit losses

The Group uses a provision matrix to calculate expected credit losses for financial assets. The provision rates are based on days past due for groupings of various customer segments that have similar loss patterns. The provision matrix is initially based on the Group's historical observed default rates. The Group will calibrate the matrix to adjust the historical credit loss experience with forward-looking information. At every reporting date, the historical observed default rates are updated and changes in the forward-looking estimates are analysed.

Impairment of non-financial assets

Management assesses whether there are any indicators of possible impairment of 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 Condensed consolidated interim 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 Condensed consolidated interim financial statements.

(in thousand USD, unless otherwise stated)

Taxation

The Group mostly operates in the Ukrainian tax jurisdiction. The Group's management must interpret and apply existing legislation to transactions with third parties and its own activities. Significant judgment is required in determining the provision for direct and indirect taxes. There are transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will 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.

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.

5. New and amended standards and interpretations

At the date of authorization of these Condensed consolidated interim 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
Amendments to IAS 1 Presentation of Financial Statements: Classification of
Liabilities as Current or Non-current and Classification of Liabilities as Current
or Non-current - Deferral of Effective Date (issued on 23 January 2020 and 15
July 2020 respectively)
1 January 2023 (Not yet endorsed by EU)
Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice
Statement 2: Disclosure of Accounting policies (issued on 12 February 2021)
1 January 2023 (Not yet endorsed by EU)
Amendments to IAS 8 Accounting policies, Changes in Accounting Estimates
and Errors: Definition of Accounting Estimates (issued on 12 February 2021)
1 January 2023 (Not yet endorsed by EU)
IFRS 17 Insurance Contracts 1 January 2023 (Not yet endorsed by EU)
Amendments to: IFRS 3 Business Combinations; IAS 16 Property, Plant and
Equipment; IAS 37 Provisions, Contingent Liabilities and Contingent Assets;
Annual Improvements 2018-2020 (All issued 14 May 2020)
1 January 2022 (Not yet endorsed by EU)
Amendments to IFRS 16 Leases: Covid-19-Related Rent Concessions beyond
30 June 2021(issued on 31 March 2021)
1 April 2021 (Not yet endorsed by EU)
Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 Interest Rate
Benchmark Reform – Phase 2 (issued on 27 August 2020)
1 January 2021

The management do not expect that the adoption of the Standards listed above will have a material impact on the Condensed consolidated interim financial statements of the Group in future periods.

(in thousand USD, unless otherwise stated)

6. Revenue

Note For the three
months ended 31
March 2021
For the three
months ended 31
March 2020
Unaudited Unaudited
Revenue from sales of finished products a 58 480 50 008
Revenue from services rendered b 92 552
58 572 50 560

Disaggregation of revenue from contracts with customers

The Group presented disaggregated revenue based on the type of finished products (a) and services provided to customers (b), the type of customers (c) and the timing of transfer of goods and services (d).

a) Revenue from sales of finished products was as follows:

For the three
months ended 31
March 2021
For the three
months ended 31
March 2020
Unaudited Unaudited
Corn 57 722 49 051
Sunflower 116 -
Wheat 65 -
Milk 346 409
Soy beans - 371
Cattle 65 51
Other 166 126
58 480 50 008

b) Revenue from services rendered was as follows:

For the three
months ended 31
March 2021
For the three
months ended 31
March 2020
Unaudited Unaudited
Transport 5 158
Storage 22 344
Processing 24 19
Other 41 31
92 552

c) Revenue by the type of customers was as follows:

For the three
months ended 31
March 2021
For the three
months ended 31
March 2020
Unaudited Unaudited
Non-residental buyer 57 788 49 422
Residental buyer 784 1 138
58 572 50 560

(in thousand USD, unless otherwise stated)

d) Finished products and services transferred to customers at a point in time.

Sales of goods

Revenue from sales of goods is recognised at the point of transfer of all 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 at the moment of transfer to the customer control over the product or service.

7. Gain from changes in fair value of biological assets and agricultural produce, net

Note For the three
months ended 31
March 2021
For the three
months ended 31
March 2020
Unaudited Unaudited
Current biological assets 23 3 759 1 539
Non-current biological assets 21 252 459
4 011 1 998

8. Cost of sales

Note For the three
months ended 31
March 2021
For the three
months ended 31
March 2020
Unaudited Unaudited
Raw materials a (23 217) (19 522)
Change in inventories and work-in-progress b (19 556) (18 891)
Depreciation and amortization 13 (5 211) (4 866)
Wages and salaries of operating personnel and related charges 14 (2 043) (2 433)
Fuel and energy supply (621) (960)
Third parties' services (269) (329)
Rent (25) (29)
Repairs and maintenance (209) (292)
Taxes and other statutory charges (113) (91)
Other expenses (26) (22)
(51 290) (47 435)

a) Raw materials for the three months ended 31 March 2021 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 20 596 thousand (USD 15 164 thousand for the three months ended 31 March 2020).

b) Change in inventories and work-in-progress comprises changes in work-in-progress, agricultural produce and current biological assets.

(in thousand USD, unless otherwise stated)

9. Administrative expenses

Note For the three
months ended 31
March 2021
For the three
months ended 31
March 2020
Unaudited Unaudited
Wages and salaries of administrative personnel and related charges 14 (1 881) (2 392)
Depreciation and amortisation 13 (139) (126)
Professional services a (132) (76)
Third parties' services (92) (66)
Bank services (147) (97)
Repairs and maintenance (35) (43)
Transport expenses (43) (53)
Other expenses (105) (134)
(2 574) (2 987)

10. Selling and distribution expenses

Note For the three
months ended 31
March 2021
For the three
months ended 31
March 2020
Unaudited Unaudited
Delivery costs (5 935) (6 865)
Wages and salaries of sales personnel and related charges 14 (70) (62)
Depreciation 13 (48) (32)
Other expenses (67) (65)
(6 120) (7 024)

11. Other operating income

Note For the three
months ended 31
March 2021
For the three
months ended 31
March 2020
Unaudited Unaudited
Income from write-offs of accounts payable 2 48
Gain on recovery of assets previously written off 19 29
Gain on disposal of PPE - 50
Gain on disposal of inventories 6 6
Effect of disposal of right-of-use assets 1 162 -
Other income a 74 154
1 263 287

(in thousand USD, unless otherwise stated)

12. Other operating expenses

Note For the three
months ended 31
March 2021
For the three
months ended 31
March 2020
Unaudited Unaudited
Depreciation 13 (279) (305)
Charity (89) (74)
Wages and salaries of non-operating personnel and related charges 14 (38) (23)
Shortages and losses due to impairment of inventories (6) (16)
Write-offs of VAT (44) (6)
Allowance for doubtful accounts receivable 26 (16) (1)
Loss on disposal of PPE (124) -
Other expenses (67) (96)
(663) (521)

13. Depreciation and amortisation

Note For the three
months ended 31
March 2021
For the three
months ended 31
March 2020
Unaudited Unaudited
Depreciation
Cost of sales 8 (2 008) (1 888)
Other operating expenses 12 (279) (305)
Administrative expenses 9 (102) (94)
Selling and distribution expenses 10 (48) (32)
(2 437) (2 319)
Amortisation
Cost of sales 8 (3 203) (2 978)
Administrative expenses 9 (37) (32)
(3 240) (3 010)
(5 677) (5 329)

14. Wages and salaries expenses

For the three
months ended 31
March 2021
For the three
months ended 31
March 2020
Unaudited Unaudited
Wages and salaries (3 375) (4 169)
Related charges (657) (741)
(4 032) (4 910)
The average number of employees, persons 1 850 1 977
Remuneration of management 324 624

(in thousand USD, unless otherwise stated)

The distribution of wages and salaries and related charges was as follows:

Note For the three months ended
31 March 2021
Unaudited
For the three months ended
31 March 2020
Unaudited
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 8 (2 043) 1 291 (2 433) 1 406
Administrative personnel 9 (1 881) 539 (2 392) 554
Sales personnel 10 (70) 18 (62) 15
Non-operating personnel 12 (38) 2 (23) 2
(4 032) 1 850 (4 910) 1 977

15. Financial expenses, net

For the three
months ended 31
March 2021
For the three
months ended 31
March 2020
Unaudited Unaudited
Interest income on bank deposits 148 125
Interest expenses on loans and borrowings (345) (486)
Other expenses (55) (27)
(252) (388)

16. Foreign currency exchange gain/(loss), net

Net result of foreign currency exchange increase to USD 1,0 million of net gain in current period from USD 7,1 million of net loss in previous period. This increase reflected the revaluation of UAH in 1Q2021 in comparison with 2020 – 1,4% of revaluation as at 31 March 2021 in comparison with 15,6% of devaluation as at 31 March 2020.

17. Income tax expenses

The corporate income tax rate for the three months ended 31 March 2021 was: 18% in Ukraine, 12,5% in Cyprus, 24,94% in Luxemburg.

The components of income tax expenses were as follows:

For the three months
ended 31 March 2021
For the three months
ended 31 March 2020
Unaudited Unaudited
Current income tax (1 037) -
Deferred tax 2 5
Income tax benefit (expenses) reported in the statement of comprehensive
income
(1 035) 5
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 66 40

(in thousand USD, unless otherwise stated)

18. Property, plant and equipment

Land and
buildings
Machinery Motor
vehicles
Other Construction
in progress
Total
INITIAL COST
31 December 2019 (audited) 62 305 44 929 26 809 312 93 134 448
Additions 257 2 777 1 620 33 65 4 752
Disposals (269) (1 343) (882) (100) - (2 594)
Transfer - 14 - - (14) -
Effect from translation into presentation
currency
(9 715) (7 161) (4 259) (41) (20) (21 196)
31 March 2020 (unaudited) 52 578 39 216 23 288 204 124 115 410
31 December 2020 (audited) 56 250 39 325 22 614 192 84 118 465
Additions 369 2 357 1 329 38 45 4 138
Disposals (454) (847) (1 274) (9) - (2 584)
Effect from translation into presentation
currency
785 555 316 3 - 1 659
31 March 2021 (unaudited) 56 950 41 390 22 985 224 129 121 678
ACCUMULATED DEPRECIATION
31 December 2019 (audited) (16 988) (24 504) (16 806) (200) - (58 498)
Depreciation for the period (764) (944) (608) (3) - (2 319)
Disposals 235 829 824 100 - 1 988
Effect from translation into presentation
currency
2 705 3 832 2 597 21 - 9 155
31 March 2020 (unaudited) (14 812) (20 787) (13 993) (82) - (49 674)
31 December 2020 (audited) (17 724) (20 793) (13 992) (75) - (52 584)
Depreciation for the period (593) (1 182) (657) (5) - (2 437)
Disposals 333 744 1 009 8 - 2 094
Effect from translation into presentation
currency
(250) (292) (193) (1) - (736)
31 March 2021 (unaudited) (18 234) (21 523) (13 833) (73) - (53 663)
Net book value
31 December 2019 (audited) 45 317 20 425 10 003 112 93 75 950
31 March 2020 (unaudited) 37 766 18 429 9 295 122 124 65 736
31 December 2020 (audited) 38 526 18 532 8 622 117 84 65 881
31 March 2021 (unaudited) 38 716 19 867 9 152 151 129 68 015

As at 31 December 2020 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.905/19 as of 28 November 2019 issued by State Property Fund of Ukraine).

As at 31 March 2021, 31 December 2020, 31 March 2020 and 31 December 2019 an impairment tests was conducted, according to the results of the tests impairment of PPE was not identified.

(in thousand USD, unless otherwise stated)

19. Right-of-use assets

Amounts recognised in the consolidated statements of financial position:

31 March 2021 31 December
2020
31 March 2020
Unaudited Audited Unaudited
Right-of-use assets
Land 115 235 85 082 88 890
Office 441 34 116
Machinery 8 287 8 847 4 904
123 963 93 963 93 910
Lease liabilities as to right-of-use assets
Long-term 114 677 82 396 85 139
Current portion 11 447 16 765 10 315
126 124 99 161 95 454

Amounts recognised in the consolidated statements of comprehensive income:

Note For the three
months ended
31 March 2021
For the three
months ended
31 March 2020
Unaudited
Unaudited
Amortisation of right-of-use assets
Land 8 (2 425) (2 432)
Office 9 (34) (32)
Machinery 8 (682) (423)
(3 141) (2 887)
Effect of lease of right-of-use assets (1 510) (1 868)

Following changes took place in the right-of-use assets:

Land Office Machinery Total
Net book value as at 31 December 2019 (audited) 94 775 172 6 256 101 203
Cost as at 31 December 2019 104 042 309 7 150 111 501
Accumulated amortisation as at 31 December 2019 (9 267) (137) (894) (10 298)
Additions 13 948 - - 13 948
Amortisation (2 432) (32) (423) (2 887)
Disposals (1 556) - - (1 556)
Cost disposals (1 771) - - (1 771)
Accumulated amortisation disposals 215 - - 215
Effect from translation into presentation currency (15 845) (23) (930) (16 798)
Cost as at 31 March 2020 98 691 261 6 036 104 988
Accumulated amortisation as at 31 March 2020 (9 801) (145) (1 132) (11 078)
Net book value as at 31 March 2020 (unaudited) 88 890 116 4 904 93 910

(in thousand USD, unless otherwise stated)

Land Office Machinery Total
Net book value as at 31 December 2020 (audited) 85 082 34 8 847 93 963
Cost as at 31 December 2020 100 707 275 11 994 112 976
Accumulated amortisation as at 31 December 2020 (15 625) (241) (3 147) (19 013)
Additions 50 807 440 - 51 247
Amortisation (2 425) (34) (682) (3 141)
Disposals (19 504) - - (19 504)
Cost disposals (23 563) (278) - (23 841)
Accumulated amortisation disposals 4 058 278 - 4 336
Effect from translation into presentation currency 1 275 2 121 1 398
Cost as at 31 March 2021 129 439 441 12 162 142 042
Accumulated amortisation as at 31 March 2021 (14 204) - (3 875) (18 079)
Net book value as at 31 March 2021 (unaudited) 115 235 441 8 287 123 963

20. Intangible assets

Computer
software
Property
certificates
Land lease
rights
Total
INITIAL COST
31 December 2019 (audited) 60 259 10 885 11 204
Additions 3 - - 3
Effect from translation into presentation currency (10) (40) (1 697) (1 747)
31 March 2020 (unaudited) 53 219 9 188 9 460
31 December 2020 (audited) 81 217 9 119 9 417
Effect from translation into presentation currency 1 3 127 131
31 March 2021 (unaudited) 82 220 9 246 9 548
ACCUMULATED DEPRECIATION
31 December 2019 (audited) (18) (3) (9 249) (9 270)
Amortisation for the period - - (123) (123)
Effect from translation into presentation currency 3 1 1 455 1 459
31 March 2020 (unaudited) (15) (2) (7 917) (7 934)
31 December 2020 (audited) (28) (3) (8 156) (8 187)
Amortisation for the period (3) - (96) (99)
Effect from translation into presentation currency - - (114) (114)
31 March 2021 (unaudited) (31) (3) (8 366) (8 400)
NET BOOK VALUE
31 December 2019 (audited) 42 256 1 636 1 934
31 March 2020 (unaudited) 38 217 1 271 1 526
31 December 2020 (audited) 53 214 963 1 230
31 March 2021 (unaudited) 51 217 880 1 148

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 March 2021 31 December
2020
31 March 2020
Unaudited Audited Unaudited
Non-current biological assets - animal-breeding
Cattle 2 299 1 983 2 459
Non-current biological assets - plant-breeding
Perennial grasses 22 44 37
Total non-current biological assets 2 321 2 027 2 496

As at the reporting dates non-current biological assets of animal-breeding were presented as follows:

31 March 2021 31 December
2020
31 March 2020
Unaudited Audited Unaudited
Cattle
Cattle, units 635 654 786
Live weight, kg 270 681 274 620 317 434
Book value 2 299 1 983 2 459

Following changes took place in the non-current biological assets of animal-breeding:

Cattle
31 December 2019 (audited) 2 528
Transfer (from (to) current biological assets) (95)
Change in fair value 459
Effect from translation into presentation currency (433)
31 March 2020 (unaudited) 2 459
31 December 2020 (audited) 1 983
Transfer (from (to) current biological assets) 35
Change in fair value 252
Effect from translation into presentation currency 29
31 March 2021 (unaudited) 2 299

As at the reporting dates non-current biological assets of plant-breeding were presented as follows:

31 March 2021 31 December
2020
31 March 2020
Unaudited Audited Unaudited
Perennial grasses
Area, ha 172 305 211
Book value 22 44 37

(in thousand USD, unless otherwise stated)

Following changes took place in the non-current biological assets of plant-breeding:

Perennial grasses
62
4
(29)
37
44
-
(22)
22

22. Inventories

Note 31 March 2021 31 December
2020
31 March 2020
Unaudited Audited Unaudited
Agricultural produce a 19 201 68 177 23 077
Work-in-progress b 15 915 9 185 17 301
Agricultural materials 20 455 3 393 22 471
Spare parts 701 429 678
Fuel 775 431 776
Raw materials 308 263 244
Other inventories 118 100 72
57 473 81 978 64 619

a) As at the reporting dates agricultural produce was presented as follows:

31 March 2021 31 December
2020
31 March 2020
Unaudited Audited Unaudited
Corn 18 973 67 834 22 753
Wheat 44 90 26
Sunflower - 63 -
Soya - - 51
Other 184 190 247
19 201 68 177 23 077

The fair value of agricultural produce was estimated based on market price as at date of harvest and is within level 3 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. The cost of work in progress includes costs of direct materials and labor and other direct productions costs and related production overheads (based on normal operating capacity).

(in thousand USD, unless otherwise stated)

23. Current biological assets

31 March 2021 31 December
2020
31 March 2020
Unaudited Audited Unaudited
Current biological assets of animal-breeding
Cattle 1 282 1 075 1 647
Other 2 1 1
1 284 1 076 1 648
Current biological assets of plant-breeding
Wheat 16 883 10 193 13 659
Grasses 32 - 38
16 915 10 193 13 697
Total current biological assets 18 199 11 269 15 345

As at the reporting dates current biological assets of animal-breeding were presented as follows:

31 March 2021 31 December
2020
31 March 2020
Unaudited Audited Unaudited
Cattle
Cattle, units 367 371 481
Live weight, kg 102 414 108 805 154 429
Book value 1 282 1 075 1 647
Other
Number of animals, units 3 3 3
Live weight, kg 1 241 1 241 1 241
Book value 2 1 1
Total book value 1 284 1 076 1 648

Following changes took place in the current biological assets of animal-breeding:

Cattle Other Total
31 December 2019 (audited) 1 275 1 1 276
Capitalized expenses 104 - 104
Transfer (from (to) non-current biological assets) 95 - 95
Sale (234) - (234)
Slaughter (17) - (17)
Change in fair value 674 - 674
Effect from translation into presentation currency (250) - (250)
31 March 2020 (unaudited) 1 647 1 1 648
31 December 2020 (audited) 1 075 1 1 076
Capitalized expenses 93 1 94
Transfer (from (to) non-current biological assets) (35) - (35)
Sale (230) - (230)
Slaughter - - -
Change in fair value 364 - 364
Effect from translation into presentation currency 15 - 15
31 March 2021 (unaudited) 1 282 2 1 284

(in thousand USD, unless otherwise stated)

As at the reporting dates current biological assets of plant-breeding were presented as follows:

31 March 2021 31 December
2020
31 March 2020
Unaudited Audited Unaudited
Wheat
Area, ha 21 441 21 441 21 161
Book value 16 883 10 193 13 659
Grasses
Area, ha 132 - 180
Book value 32 - 38
Total book value 16 915 10 193 13 697

Following changes took place in the current biological assets of plant-breeding:

Wheat Grasses Total
31 December 2019 (audited) 11 947 - 11 947
Capitalized expenses (harvest 2020) 3 138 42 3 180
Change in fair value (harvest 2020) 865 - 865
Effect from translation into presentation currency (2 291) (4) (2 295)
31 March 2020 (unaudited) 13 659 38 13 697
31 December 2020 (audited) 10 193 - 10 193
Capitalized expenses (harvest 2021) 3 132 32 3 164
Change in fair value (harvest 2021) 3 395 - 3 395
Effect from translation into presentation currency 163 - 163
31 March 2021 (unaudited) 16 883 32 16 915

Due to the absence of an active market, the fair value of biological assets is estimated by present valuing the net cash flows expected to be generated from the assets discounted at a current market-determined rate. The fair value of biological assets is determined by the Group's own agricultural and IFRS experts. The forecast indicators of crop yields used in assessing crops are determined on the basis of the current history of crop yields. The indicators of past periods are taken as a basis and are adjusted taking into account the state of crops, climatic conditions, varietal characteristics of the crop, soil fertility, the application of new technologies.

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 period.

Description Fair value as at 31
March 2021
Valuation
technique
Unobservable inputs Range of unobservable
inputs
Crops yield - tonnes per hectare 5,9
Crops in fields - Wheat 16 883 Cash flows Crops price USD 197 per ton
Cattle Milk yield - kg per cow 7 423 per year
3 581 Discounted cash
flows
Milk price USD 0,36 per liter
Discount rate 17,33%

(in thousand USD, unless otherwise stated)

24. Trade accounts receivable, net

Note 31 March 2021 31 December
2020
31 March 2020
Unaudited Audited Unaudited
Trade accounts receivable 157 213 556
Allowances for accounts receivable 26 (10) (11) (10)
147 202 546

25. Prepayments and other current assets, net

Note 31 March 2021 31 December
2020
31 March 2020
Unaudited Audited Unaudited
Prepayments and other non-financial assets:
VAT for reimbursement 6 173 2 558 7 190
Advances to suppliers 909 2 298 1 313
Allowances for advances to suppliers 26 (15) (15) (2)
Deferred expenses - - 426
7 067 4 841 8 927
Other financial assets:
Non-bank accommodations interest free 325 301 211
Other accounts receivable 498 284 327
Allowances for other accounts receivable 26 (38) (37) (37)
785 548 501
7 852 5 389 9 428

26. Changes in allowances made

Note 31 March 2021 31 December
2020
31 March 2020
Unaudited Audited Unaudited
Allowances for trade accounts receivable 24 (10) (11) (10)
Allowances for advances to suppliers 25 (15) (15) (2)
Allowances for other accounts receivable 25 (38) (37) (37)
(63) (63) (49)

The movements of the allowances were as follows:

Note For the three
months ended
31 March 2021
For the three
months ended
31 March 2020
As at the beginning of the period (audited) (63) (58)
Accrual 12 (16) (1)
Use of allowances 16 2
Reverse of allowances 1 -
Effect from translation into presentation currency (1) 8
As at the end of the period (unaudited) (63) (49)

(in thousand USD, unless otherwise stated)

27. Cash and cash equivalents

Currency 31 March 2021 31 December
2020
31 March 2020
Unaudited Audited Unaudited
Cash in bank and hand USD 28 808 2 614 9 412
Cash in bank and hand UAH 16 078 15 065 4 895
Cash in bank and hand EUR 157 302 44
Cash in bank and hand PLN 26 9 8
45 069 17 990 14 359

There were no restrictions on the use of cash and cash equivalents during the reporting periods.

28. Equity

Share capital

IMC S.A. has one class of ordinary shares. The number of authorized, issued and fully paid shares as at 31March 2021 is 33 178 000 (as at 31 December 2020 and 31 March 2020 – 33 178 000). All shares have equal voting rights. Par value of one share is USD 0,0018 (EUR 0,0018).

31 March 2021 31 December 2020 31 March 2020
Unaudited Audited Unaudited
% Amount % Amount % Amount
AGROVALLEY LIMITED
Other shareholders (each one less than 5% of the share
capital)
80 47 80 47 74 43
20 12 20 12 26 16
100 59 100 59 100 59

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 three
months ended 31
March 2021
For the three
months ended 31
March 2020
As at the beginning of the period 33 178 000 33 178 000
Changes for the period - -
As at the end of the period 33 178 000 33 178 000

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 2020, 2017, 2015, 2010, 2009 by an independent appraiser. The related revaluation surplus was recognized in equity:

  • as at 31 December 2009 USD 14 766 thousand was initially recognized in equity;
  • as at 31 December 2010 USD 4 326 thousand was additionally recognized as increase in revaluation reserve;
  • as at 31 December 2015 USD 40 390 thousand was additionally recognized as increase in revaluation reserve;
  • as at 31 December 2017 USD 22 659 thousand was additionally recognized as increase in revaluation reserve;
  • as at 31 December 2020 USD 5 265 thousand was additionally recognized as increase in revaluation reserve.

(in thousand USD, unless otherwise stated)

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).

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.

On 27 September 2017 the Company paid the interim dividend to the Company's shareholders for an aggregate amount of EUR 1 658 900 (EUR 0.05 per share).

On 14 September 2018 the Company paid the interim dividend to the Company's shareholders for an aggregate amount of EUR 11 280 520 (EUR 0.34 per share).

On 29 August 2019 the Company paid the interim dividend to the Company's shareholders for an aggregate amount of EUR 14 930 100 (EUR 0.45 per share).

On 28 August 2020 the Company paid the interim dividend to the Company's shareholders for an aggregate amount of EUR 5 972 040 (EUR 0.18 per share).

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 31 December 2017 the purchase option was fully exercised, market share price was USD 2.73.

Options granted under the Plan are the following:

For the year ended 31 December 2017
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)

29. 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 19 742 708 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 20,76% (in 2019 – 20,76%).

As at 31 December 2020 the IFC loan and related additional return are fully repaid.

30. Deferred tax assets and liabilities

Property, plant
and equipment
31 December 2019 (audited) (3 218)
Considering profit (loss) 5
Considering equity 40
Effect of foreign currency translation 497
31 March 2020 (unaudited) (2 676)
31 December 2020 (audited) (3 177)
Considering profit (loss) 2
Considering equity 66
Effect of foreign currency translation (44)
31 March 2021 (unaudited) (3 153)

(in thousand USD, unless otherwise stated)

31. Long-term loans and borrowings

Currency 31 March 2021 31 December
2020
31 March 2020
Unaudited Audited Unaudited
Secured
Long-term bank loans USD 8 546 7 230 22 033
Finance lease liabilities UAH - - 7
Total long-term loans including current portion 8 546 7 230 22 040
Current portion of long-term bank loans USD (2 898) (3 023) (16 526)
Current portion of finance lease liabilities UAH - - (7)
Total current portion (2 898) (3 023) (16 533)
Total long-term loans and borrowings 5 648 4 207 5 507

Essential terms of credit contracts:

Year of Nominal interest 31 March 2021 (unaudited)
Creditor maturity Currency rate Long-term liabilities Including current portion
Ukrainian bank 2021 USD 4,75% 651 651
Ukrainian bank 2023 USD 5,00% 813 407
Ukrainian bank 2024 USD 4,90% 1 111 392
Ukrainian bank 2026 USD 4,98% 3 100 833
Ukrainian bank 2026 USD 3,70% 2 871 615
8 546 2 898
Year of Nominal interest 31 December 2020 (audited)
Creditor maturity Currency rate Long-term liabilities Including current portion
Ukrainian bank 2021 USD 6,00% 264 264
Ukrainian bank 2021 USD 4,75% 1 000 1 000
Ukrainian bank 2023 USD 5,00% 1 162 552
Ukrainian bank 2024 USD 4,90% 1 307 392
Ukrainian bank 2026 USD 4,98% 3 497 815
7 230 3 023
Year of Nominal interest 31 March 2020 (unaudited)
Creditor maturity Currency rate Long-term liabilities Including current portion
Non-resident
bank*
2020 USD 6M Libor+8,00% 13 173 13 173
Ukrainian bank 2021 USD 6,00% 740 528
Ukrainian bank 2021 USD 4,75% 1 651 1 000
Ukrainian bank 2023 USD 5,00% 1 512 698
Ukrainian bank 2024 USD 4,90% 1 503 392
Ukrainian bank 2026 USD 4,98% 3 454 735
22 033 16 526

* 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 20,76%.

(in thousand USD, unless otherwise stated)

Long-term loans outstanding were repayable as follows:

31 March 2021 31 December
2020
31 March 2020
Unaudited Audited Unaudited
Within one year 2 898 3 023 16 526
In the second to fifth year inclusive 5 648 4 207 5 507
8 546 7 230 22 033

The Group has committed to comply with loans covenants.

Finance lease liabilities were presented as follows:

31 March 2021 (unaudited) 31 December 2020 (audited) 31 March 2020 (unaudited)
Minimum
lease
payments
Present value
of minimum
lease payments
Minimum
lease
payments
Present value
of minimum
lease payments
Minimum
lease
payments
Present value of
minimum lease
payments
Within one year - - - - 7 7
In the second to fifth year inclusive - - - - - -
- - - - 7 7
Less future finance charges - - - - - -
Present value of minimum lease
payments
- - - - 7 7

32. Short-term loans and borrowings

Currency 31 March 2021 31 December
2020
31 March 2020
Unaudited Audited Unaudited
Secured
Short-term bank loans USD 26 000 26 000 27 240

Essential terms of credit contracts:

Creditor Currency Nominal interest rate 31 March 2021 (unaudited)
Ukrainian bank USD 3,85% 10 000
Ukrainian bank USD 3,95% 5 000
Ukrainian bank USD 3,95% 5 000
Ukrainian bank USD 3,80% 4 100
Ukrainian bank USD 3,80% 1 900
26 000
Creditor Currency Nominal interest rate 31 December 2020 (audited)
Ukrainian bank USD 3,85% 10 000
Ukrainian bank USD 3,90% 5 000
Ukrainian bank USD 3,90% 5 000
Ukrainian bank USD 3,80% 4 100
Ukrainian bank USD 3,80% 1 900
26 000

(in thousand USD, unless otherwise stated)

Creditor Currency Nominal interest rate 31 March 2020 (unaudited)
Ukrainian bank USD 5,00% 10 000
Ukrainian bank USD 4,50% 5 950
Ukrainian bank USD 4,75% 5 100
Ukrainian bank USD 5,25% 2 600
Ukrainian bank USD 4,75% 1 900
Ukrainian bank USD 4,50% 1 690
27 240

33. Other current liabilities and accrued expenses

31 March 2021 31 December
2020
31 March 2020
Unaudited
Unaudited Audited
Other liabilities:
Advances from clients 5 664 2 582 1 660
5 664 2 582 1 660
Other accounts payable:
Wages, salaries and related charges payable 1 072 1 029 1 183
Accruals for unused vacations 812 943 900
Interest payable on bank loans 96 91 166
Accounts payable for non-current tangible assets 76 271 94
Accruals for audit services 78 101 67
Taxes payable 89 78 34
Other accounts payable 19 21 22
2 242 2 534 2 466
7 906 5 116 4 126

34. 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. During the reporting period the Group did not perform any related parties' transactions, except with key management personnel.

Remuneration of key management personnel was as follows:

For the three months
ended 31 March 2021
For the three months
ended 31 March 2020
Unaudited Unaudited
Wages and salaries 208 510
Directors fees 106 105
Related charges 11 9
324 624
The average number of employees, persons 6 6

(in thousand USD, unless otherwise stated)

35. 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 three months ended 31 March 2021 was as follows:

Crop
farming
Dairy
farming
Elevators and
warehouses
Unallocated Total
Revenue 110 192 412 1 142 - 111 746
Intra-group elimination (52 124) - (1 050) (53 174)
Revenue from external buyers 58 068 412 92 - 58 572
Gain from changes in fair value of biological
assets and agricultural produce, net
3 395 616 - - 4 011
Cost of sales (50 325) (348) (617) - (51 290)
Gross income 11 138 680 (525) - 11 293
Administrative expenses - - - (2 574) (2 574)
Selling and distribution expenses - - - (6 120) (6 120)
Other operating income - - - 1 263 1 263
Other operating expenses - - - (663) (663)
Write-offs of property, plant and equipment - - - (19) (19)
Operating income of a segment 11 138 680 (525) (8 113) 3 180
Financial expenses, net - - - (252) (252)
Effect of lease of right-of-use assets - - - (1 510) (1 510)
Foreign currency exchange (loss)/gain, net - - - 1 031 1 031
Profit before tax 11 138 680 (525) (8 844) 2 449
Income tax expenses, net - - - (1 035) (1 035)
Net profit 11 138 680 (525) (9 879) 1 414
Other segment information:
Depreciation and amortisation 4 878 33 766 - 5 677
Additions to non-current assets:
Property, plant and equipment 3 285 - 853 - 4 138
Intangible assets - - - - -
Right-of-use assets 51 247 - - - 51 247

(in thousand USD, unless otherwise stated)

Information on business segments for the three months ended 31 March 2020 was as follows:

Crop farming Dairy
farming
Elevators and
warehouses
Unallocated Total
Revenue 92 046 460 1 639 - 94 145
Intra-group elimination (42 498) - (1 087) - (43 585)
Revenue from external buyers 49 548 460 552 - 50 560
Gain from changes in fair value of biological
assets and agricultural produce, net
865 1 133 - - 1 998
Cost of sales (45 974) (322) (1 139) - (47 435)
Gross income 4 439 1 271 (587) - 5 123
Administrative expenses - - - (2 987) (2 987)
Selling and distribution expenses - - - (7 024) (7 024)
Other operating income - - - 287 287
Other operating expenses - - - (521) (521)
Write-offs of property, plant and equipment - - - (40) (40)
Operating income of a segment 4 439 1 271 (587) (10 285) (5 162)
Financial expenses, net - - - (388) (388)
Effect of lease of right-of-use assets - - - (1 868) (1 868)
Effect of additional return - - - (302) (302)
Foreign currency exchange (loss)/gain, net - - - (7 109) (7 109)
Profit before tax 4 439 1 271 (587) (19 952) (14 829)
Income tax expenses - - - 5 5
Net profit 4 439 1 271 (587) (19 947) (14 824)
Other segment information:
Depreciation and amortisation 4 702 107 520 - 5 329
Additions to non-current assets:
Property, plant and equipment 3 878 - 874 - 4 752
Intangible assets 3 - - - 3
Right-of-use assets 13 948 - - - 13 948

36. Subsequent events

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 232 thousand.

VAT for reimbursement is received in the amount of USD 997 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.