Interim / Quarterly Report • Aug 28, 2020
Interim / Quarterly Report
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CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)
For the six monts ended 30 June 2020
| Officers and Professional Advisors | 1 |
|---|---|
| Declaration of the Members of the Board of Directors and the Company official responsible for the preparation of the condensed consolidated interim financial statements |
2 |
| Condensed consolidated statement of profit or loss and other comprehensive income | 3 |
| Condensed consolidated statement of financial position | 4 |
| Condensed consolidated statement of changes in equity | 6 |
| Condensed consolidated statement of cash flows | 7 |
| Notes to the condensed consolidated interim financial statements | 8 - 28 |
| Board of Directors | Iurii Zhuravlov - Chief Executive Officer |
|---|---|
| Tamara Lapta - Deputy Chief Executive Officer | |
| Larysa Orlova - Chief Financial Officer | |
| Borys Supikhanov - Non-Executive Director | |
| Volodymyr Kudryavtsev - Non-Executive Director | |
| Audit Committee | Borys Supikhanov (Head of the Committee) |
| Volodymyr Kudryavtsev | |
| Remuneration Committee | Borys Supikhanov (Head of the Committee) |
| Volodymyr Kudryavtsev | |
| Secretary | Inter Jura Cy (Services) Limited |
| Legal Advisors | K. Chrysostomides & Co LLC |
| Registered office | 1 Lampousas Street 1095 Nicosia Cyprus |
In accordance with article 9(3)(c) and (7) of the Transparency Requirements (Securities Listed for Trading on a Regulated Market) Law of 2007 (the "Law"), as amended from time to time, we, the Members of the Board of Directors and the Company official responsible for the preparation of the condensed consolidated interim financial statements of Agroton Public Limited (the "Company") for the six months ended 30 June 2020, confirm that to the best of our knowledge:
the condensed consolidated interim financial statements presented on pages 3 to 29:
Members of the Board of Directors:
| Iurii Zhuravlov | signed |
|---|---|
| Tamara Lapta | signed |
| Larysa Orlova | signed |
| Borys Supikhanov | signed |
| Volodymyr Kudryavtsev | signed |
Company official responsible for the preparation of the condensed consolidated interim financial statements of the Company for the six months ended 30 June 2020:
| Larysa Orlova | signed |
|---|---|
Nicosia, 27 August 2020
(in USD thousand, unless otherwise stated)
| Note | 30 June 2020 | 30 June 2019 | |
|---|---|---|---|
| Continuing operations | |||
| Revenue | 4 | 13 849 | 17 849 |
| Cost of sales | 5 | (12 576) | (19 653) |
| Net change in fair value less cost to sell of biological assets and | |||
| agricultural produce | 7 072 | 5 697 | |
| Gross profit | 8 345 | 3 893 | |
| Other operating income | 6 | 91 | 78 |
| Administrative expenses | 7 | (1 226) | (2 334) |
| Distribution expenses | 8 | (22) | (451) |
| Other operating expenses | 9 | (1 327) | (988) |
| Operating profit | 5 861 | 198 | |
| Impairment losses on loans, trade and other receivable | (6) | (86) | |
| Fair value losses on financial assets at fair value through profit or loss | 590 | - | |
| 6 445 | 112 | ||
| Finance income | 10 | 87 | 4 594 |
| Finance costs | 10 | (10 103) | (1 429) |
| Net finance (costs)/income | (10 016) | 3 165 | |
| Profit before taxation | (3 571) | 3 277 | |
| Taxation | (23) | - | |
| Profit for the period | (3 594) | 3 277 | |
| Other comprehensive income | |||
| Items that are or may be reclassified subsequently to profit or loss | |||
| Effect of translation into presentation currency | 2 817 | (368) | |
| Total comprehensive income/(expense) | (777) | 2 909 | |
| Profit attributable to: | |||
| Owners of the Company Non-controlling interests |
(3 602) 8 |
3 279 (2) |
|
| (3 594) | 3 277 | ||
| Total comprehensive income attributable to: | |||
| Owners of the Company | (768) | 2 904 | |
| Non-controlling interests | (9) | 5 | |
| (777) | 2 909 | ||
| Profit per share | |||
| Basic and fully diluted profit per share (USD) | (0,04) | 0,13 | |
| Profit per share – continuing operations | |||
| Basic and fully diluted profit per share (USD) | (0,04) | 0,13 | |
| Note | 30 June 2020 | 31 December 2019 |
|
|---|---|---|---|
| Assets | |||
| Property, plant and equipment | 11 | 18 368 | 20 884 |
| Right-of-use assets | 12 | 14 373 | 18 819 |
| Intangible assets | 33 | 38 | |
| Biological assets | 13 | 1 019 | 1 141 |
| Total non-current assets | 33 793 | 40 882 | |
| Inventories | 16 | 4 876 | 20 180 |
| Biological assets | 13 | 33 413 | 9 107 |
| Investments designated at fair value through profit or loss | 14 | 9 339 | 9 264 |
| Trade and other receivables | 17 | 1 889 | 4 508 |
| Loans receivable | 15 | 18 549 | 18 549 |
| Assets held for sale | 18 | 20 | |
| Cash and cash equivalents | 18 | 10 241 | 11 938 |
| Total current assets | 78 325 | 73 566 | |
| Total assets | 112 118 | 114 448 | |
| Equity | |||
| Share capital | 661 | 661 | |
| Share premium | 88 532 | 88 532 | |
| Retained earnings | (11 855) | (8 253) | |
| Foreign currency translation reserve | 8 429 | 5 595 | |
| Total equity attributable to owners of the Company | 85 767 | 86 535 | |
| Non-controlling interests | 265 | 274 | |
| Total equity | 86 032 | 86 809 | |
| Liabilities | |||
| Lease liabilities | 20 | 14 365 | 15 389 |
| Total non-current liabilities | 14 365 | 15 389 | |
| Lease liabilities | 4 582 | 4 895 | |
| Loans and borrowings | 20 | 127 | 127 |
| Trade and other payables | 21 | 6 516 | 6 754 |
| Income tax liability | 486 | 463 | |
| Liabilities held for sale | 10 | 11 | |
| Total current liabilities | 11 721 | 12 250 | |
| Total liabilities | 26 086 | 27 639 | |
| Total equity and liabilities | 112 118 | 114 448 |
On 27 August 2020 the Board of Directors of Agroton Public Limited approved and authorised these condensed consolidated interim financial statements for issue.
signed signed
Tamara Lapta Larysa Orlova Deputy Chief Executive Officer Chief Financial Officer
For the six months ended 30 June 2020
(in USD thousand, unless otherwise stated)
| Attributable to owners of the Company | |||||||
|---|---|---|---|---|---|---|---|
| Share capital |
Share premium |
Retained earnings |
Foreign currency translation reserve |
Total | Non controlling interests |
Total equity |
|
| Balance at 1 January 2019 Adjustments on initial application of IFRS 16 Adjusted balance at 1 January 2019 |
661 - 661 |
88 532 - 88 532 |
(9 783) (3 653) (13 436) |
8 418 - 8 418 |
87 828 (3 653) 84 175 |
250 - 250 |
88 078 (3 653) 84 425 |
| Total comprehensive income Profit for the period Other comprehensive income/(expense) |
- - |
- - |
3 279 - |
- (375) |
3 279 (375) |
(2) 7 |
3 277 (368) |
| Total comprehensive income for the period | - | - | 3 279 | (375) | 2 904 | 5 | 2 909 |
| Balance at 30 June 2019 | 661 | 88 532 | (10 157) | 8 043 | 87 079 | 255 | 87 334 |
| Balance at 1 January 2020 | 661 | 88 532 | (8 253) | 5 595 | 86 535 | 274 | 86 809 |
| Total comprehensive income | |||||||
| Profit for the period Total comprehensive income for the period |
- - |
- - |
(3 602) - |
- 2 834 |
(3 602) 2 834 |
8 (17) |
(3 594) 2 817 |
| Total comprehensive income for the period | - | - | (3 602) | 2 834 | (768) | (9) | (777) |
| Balance at 30 June 2020 | 661 | 88 532 | (11 855) | 8 429 | 85 767 | 265 | 86 032 |
The above requirement of the Law is not applied in the case of the Company due to the fact that its owners are not residents in Cyprus for tax purposes.
(in USD thousand, unless otherwise stated)
| Note | 30 June 2020 | 30 June 2019 | |
|---|---|---|---|
| Cash flows from operating activities: | |||
| Profit/(Loss) for the period | (3 594) | 3 277 | |
| Adjustments for: | |||
| Depreciation | 1 209 | 2 443 | |
| Fair value gain on financial assets at fair value through profit | |||
| or loss | (590) | - | |
| Impairment of inventories | 9 | 1 288 | 944 |
| (Gain)/Loss from changes in fair value less cost to sell of | |||
| biological assets and agriculture produce | (7 072) | (5 697) | |
| Net impairment of trade and other receivables | 9 | 6 | 86 |
| Interest income | 10 | (87) | (1 031) |
| Income from reversal of impairment of PPE | 10 | - | (20) |
| Interest expense | 10 | 1 733 | 1 429 |
| Loss on disposal of property, plant and equipment | 9 | - | 12 |
| Loss/(income) on disposal of current assets | 8 | 5 | |
| Foreign exchange gain | 10 | 8 370 | (3 563) |
| Income tax expense | 23 | - | |
| Cash flow from operations before working capital changes | 1 294 | (2 115) | |
| Decrease in inventories | 14 674 | 14 818 | |
| Increase in biological assets | (16 600) | (12 847) | |
| Decrease in trade and other receivables | 2 194 | 2 508 | |
| Increase in trade and other payables | 555 | 3 707 | |
| Income tax paid | - | - | |
| Net cash from operating activities | 2 117 | 6 071 | |
| Cash flow from investing activities | |||
| Acquisition of property, plant and equipment | (1 041) | (2 222) | |
| Acquisition of financial instruments at FVTPL | - | (8 895) | |
| Proceeds from sale of financial instruments at FVTPL | 500 | - | |
| Net cash used in investing activities | (541) | (11 117) | |
| Repayment of loans and borrowings | - | (7 730) | |
| Interest on Notes paid | - | (47) | |
| Repayment of principal portion of lease liabilities | - | - | |
| Repayment of interest portion of lease liabilities | (449) | (1 031) | |
| Net cash used in financing activities | (449) | (8 808) | |
| Net decrease in cash and cash equivalents | 1 127 | (13 854) | |
| Cash and cash equivalents at the beginning of the period | 11 938 | 24 881 | |
| Effect from translation into presentation currency | (2 824) | (2 829) | |
| Cash and cash equivalents at the end of the period | 18 | 10 241 | 8 198 |
(in USD thousand, unless otherwise stated)
Agroton Public Limited (the "Company") was incorporated in Cyprus on 21 September 2009 as a public company with limited liability under the Cyprus Companies Law, Cap. 113. The Company was listed at the main market of Warsaw Stock Exchange on 8 November 2010.
The Company's registered office is at 1 Lampousas Street, 1095 Nicosia, Cyprus.
The principal activities of the Group are grain and oil crops growing, agricultural products storage and sale, cattle breeding (milk cattle-breeding, poultry farming) and milk processing. The poultry farming business has been temporarily abandoned due to the military clashes and armed conflict in Eastern Ukraine.
The Group's subsidiaries, country of incorporation, and effective ownership percentages are disclosed below:
| Company name | Country of incorporation |
Ownership Interest 30.06.2019 |
Ownership Interest 31.12.2018 |
|---|---|---|---|
| Living LLC | Ukraine | 99,99 % |
99,99 % |
| PE Agricultural Production Firm Agro | Ukraine | 99,99 % |
99,99 % |
| Agroton PJSC | Ukraine | 99,99 % |
99,99 % |
| LLC Belokurakinskiy Elevator | Ukraine | 99,99 % |
99,99 % |
| Agro Meta LLC (i) | Ukraine | 99,99 % |
99,99 % |
| Rosinka-Star LLC | Ukraine | 99,99 % |
99,99 % |
| Etalon-Agro LLC (i) | Ukraine | 99,99 % |
99,99 % |
| ALLC Noviy Shlyah | Ukraine | 99,99 % |
99,99 % |
| ALLC Shiykivske | Ukraine | 94,59 % |
94,59 % |
| Agro-Chornukhinski Kurchata LLC | Ukraine | 99,89 % |
99,89 % |
| Agro-Svinprom LLC (ii) | Ukraine | 99,89 % |
99,89 % |
| Agroton BVI Limited | British Virgin Islands | 100,00 % |
100,00 % |
| Gefest LLC (i) | Ukraine | 100,00 % |
100,00 % |
| LLC Lugastan | Ukraine | 99,99 % |
99,99 % |
| LLC Siverskiy Elevator | Ukraine | 100,00 % |
100,00 % |
(i) Agro Meta LLC, Etalon-Agro LLC, and Gefest LLC are in the process of liquidation.
(ii) In July 2011 the management of Living LLC resolved to dispose subsidiary of the Group namely Agro-Svinprom LLC engaged in the pig-breeding.
The parent company of the Group is Agroton Public Limited with an issued share capital of 21 670 000 ordinary shares with nominal value € 0,021 per share.
(in USD thousand, unless otherwise stated)
The shares at 30 June 2020 and as at the date of issue of these condensed consolidated interim financial statements were distributed as follows:
| 30 June 2020 | 27 August 2020 | |||
|---|---|---|---|---|
| Shareholder | Number of Shares |
Ownership interest, % |
Number of Shares |
Ownership interest, % |
| Mr. Iurii Zhuravlov | 16 851 979 | 77,77 % |
16 851 979 | 77,77 % |
| Others | 4 818 021 | 22,23 % |
4 818 021 | 22,23 % |
| 21 670 000 | 100,00 % |
21 670 000 | 100,00 % |
The condensed consolidated interim financial statements of the Company as at and for the six months ended 30 June 2020 comprise the financial statements of the Company and its subsidiaries (together with the Company, the ''Group'').
These condensed consolidated interim financial statements for the six months ended 30 June 2020 have been prepared in accordance with International Accounting Standard (IAS) 34 ''Interim Financial Reporting'' and were not audited by the external independent auditors of the Group. These condensed consolidated interim financial statements do not include all the information required for a complete set of IFRS financial statements. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group's financial position and performance since the last annual consolidated financial statements as at and for the year ended 31 December 2019.
These condensed consolidated interim financial statements have been prepared under the historical cost convention except for the following:
(in USD thousand, unless otherwise stated)
The functional currencies of the companies of the Group are the Ukrainian Hryvnia (UAH) and United States Dollar (USD). The currency of Cyprus is Euro, but the principal exposure of the parent undertaking is in US dollars, therefore the functional currency of the Company is considered to be USD. Transactions in currencies other than the functional currency of the Group's companies are treated as transactions in foreign currencies. The Group's management decided to use US dollar (USD) as the presentation currency for financial and management reporting purposes. Exchange differences arising are classified as equity and transferred to the translation reserve.
The exchange rates used in preparation of these condensed consolidated interim financial statements, are as follows:
| Currency | 30 June 2020 | Average for the | 31 December | Average for the | 31 December |
|---|---|---|---|---|---|
| six months | 2019 | six months | 2018 | ||
| ended 30 June | ended 30 June | ||||
| 2020 | 2019 | ||||
| US dollar - UAH | 26,6922 | 25,9834 | 23,6862 | 26,1664 | 27,6883 |
These condensed consolidated interim financial statements have been prepared under the going concern basis, which assumes the realisation of assets and settlement of liabilities in the course of ordinary economic activity. Renewals of the Group's assets, and the future activities of the Group, are significantly influenced by the current and future economic environment in Ukraine. The Board of Directors and Management are closely monitoring the events in the current operating environment of the Group as described in note 25 to the condensed consolidated interim financial statements and has assessed the current situation and there is no indication of adverse effects while at the same time are taking all the steps to secure Group's short and long term viability. To this effect, they consider that the Group is able to continue its operations as a going concern.
As from 1 January 2020, the Group adopted all changes to International Financial Reporting Standards (IFRSs) as adopted by EU which are relevant to its operations. This adoption did not have a material effect on the condensed consolidated financial statements of the Group.
A number of new standards and amendments to standards are effective for annual periods beginning after 1 January 2020 and earlier application is permitted; however, the Group has not early adopted them in preparing these condensed consolidated interim financial statements. Their adoption in the next reporting periods is not expected to have a material impact on the Group.
(in USD thousand, unless otherwise stated)
The accounting policies applied in these condensed consolidated interim financial statements are the same as those applied in the Group's annual consolidated financial statements as at and for the year ended 31 December 2019.
| 30 June 2020 | 30 June 2019 | |
|---|---|---|
| Sales of goods | 13 496 | 17 574 |
| Rendering of services | 353 | 275 |
| Total | 13 849 | 17 849 |
Revenue generated from sale of goods was as follows:
| 30 June 2020 | 30 June 2019 | |
|---|---|---|
| Livestock and related revenue | 1 213 | 1 935 |
| Winter wheat | 32 | 2 558 |
| Sunflower | 12 139 | 5 836 |
| Corn in grain | 60 | 94 |
| Vegetable oil and protein meals | - | 6 795 |
| Other agricultural crops | 52 | 356 |
| Total | 13 496 | 17 574 |
Sales volume for main agricultural products in tonnes was as follows:
| 30 June 2020 tonnes |
30 June 2019 tonnes |
|
|---|---|---|
| Winter wheat | 225 | 13 799 |
| Sunflower | 37 461 | 18 908 |
| Corn in grain | 572 | 652 |
| Vegetable oil and protein meals | - | 16 585 |
| Total | 38 258 | 49 944 |
Sales volume for milk yield for the six months ended 30 June 2020 was 3 097 tonnes (30 June 2019: 5 146 tonnes).
Revenue generated from rendering of services relates to storage and handling services provided to third parties.
Livestock and related revenue includes revenue from poultry and other livestock related products.
(in USD thousand, unless otherwise stated)
| 30 June 2020 | 30 June 2019 | |
|---|---|---|
| Livestock and related operations | 1 216 | 1 878 |
| Plant breeding and related operations | 11 079 | 11 609 |
| Vegetable oil and protein meals | - | 5 946 |
| Other activities | 281 | 220 |
| Total | 12 576 | 19 653 |
| 30 June 2020 | 30 June 2019 | |
|---|---|---|
| Government grants | 21 | 13 |
| Reversal of provision for bad debts | 12 | - |
| Income from reversal of impairment of PPE | - | 20 |
| Other income | 58 | 45 |
| Total | 91 | 78 |
| Note | 30 June 2020 | 30 June 2019 |
|---|---|---|
| Personnel expenses | 867 | 1 859 |
| Amortisation of intangible assets | 5 | - |
| Depreciation charge | 23 | 25 |
| Transportation expenses | 51 | 88 |
| Materials | 3 | 4 |
| Insurance | 1 | 1 |
| Professional fees | 115 | 180 |
| Communication services | 30 | 30 |
| Other expenses | 131 | 147 |
| Total | 1 226 | 2 334 |
| Note | 30 June 2020 | 30 June 2019 | |
|---|---|---|---|
| Transportation expenses | 22 | 444 | |
| Other expenses | - | 7 | |
| Total | 22 | 451 | |
(in USD thousand, unless otherwise stated)
| 30 June 2020 | 30 June 2019 | |
|---|---|---|
| Depreciation charge | 8 | 6 |
| Loss on disposal of property, plant and equipment | 12 | |
| Loss on disposal of land lease rights | - | 5 |
| Impairment of inventories | 1 288 | 944 |
| Fines and penalties | 1 | - |
| Other expenses | 30 | 21 |
| Total | 1 327 | 988 |
| 30 June 2020 | 30 June 2019 | |
|---|---|---|
| Interest income | 87 | 1 031 |
| Profit on foreign exchange differences | - | 3 563 |
| Finance income | 87 | 4 594 |
| Finance costs on lease liabilities | (1 733) | (1 406) |
| Interest on non-bank loans | - | (6) |
| Interest on notes | (17) | |
| Loss on foreign exchange differences | (8 370) | |
| Finance costs | (10 103) | (1 429) |
| Net finance (costs)/income | (10 016) | 3 165 |
During the six months ended 30 June 2020, the Group acquired items of property, plant and equipment with a cost of USD 1 041 thousand (the six months ended 30 June 2019: USD 2 222 thousand).
The Group's right-of-use assets represent leases of plough-land from individuals. The total size of leased plough-land at 30 June 2020 is 94 thousand hectares (31 December 2019: 94 thousand hectares).
(in USD thousand, unless otherwise stated)
Biological assets were presented as follows:
| 30 June 2020 | 31 December 2019 |
|
|---|---|---|
| Crops under cultivation Animals in growing and fattening |
32 789 624 |
8 376 731 |
| Total current biological assets | 33 413 | 9 107 |
| Cattle | 1 019 | 1 141 |
| Total non-current biological assets | 1 019 | 1 141 |
| Total | 34 432 | 10 248 |
At 30 June 2020 and 31 December 2019 the crops under cultivation were presented as follows:
| 30 June 2020 | 31 December 2019 | |||
|---|---|---|---|---|
| Thousands of hectares |
Carrying values |
Thousands of hectares |
Carrying values |
|
| Winter wheat plantings | 37 | 14 997 | 38 | 8 232 |
| Corn plantings | 1 | 226 | - | - |
| Sunflower plantings | 38 | 17 258 | - | - |
| Winter rape plantings | 1 | 187 | 1 | 137 |
| Other plantings | 1 | 121 | - | - |
| Total | 78 | 32 789 | 39 | 8 376 |
The main crops harvested and the fair value at the time of harvesting was as follows:
| 30 June 2020 | 30 June 2019 | |||
|---|---|---|---|---|
| Volume, tonnes |
Amount, USD thousand |
Volume, tonnes |
Amount, USD thousand |
|
| Winter wheat | 445 | 86 | 19 346 | 5 156 |
| Other sowing | 6 112 | 159 | 8 222 | 451 |
| Total | 6 557 | 245 | 27 568 | 5 607 |
Other sowing mainly includes grass plants for production of animal feed.
Expenses capitalised in biological assets mainly include fertilisers, fuel, seeds and labour.
(in USD thousand, unless otherwise stated)
Non-current biological assets:
| 30 June 2020 | 31 December 2019 | |||
|---|---|---|---|---|
| Number, heads |
Fair value |
Number, heads |
Fair value |
|
| Cattle | 1 062 | 1 019 | 1 072 | 1 141 |
| Total | 1 019 | 1 141 |
Animals in growing and fattening:
| 30 June 2020 | 31 December 2019 | |||
|---|---|---|---|---|
| Number, heads |
Fair value |
Number, heads |
Fair value |
|
| Cattle | 1 240 | 622 | 1 273 | 731 |
| Horses | 2 | 2 | - | - |
| Total | 624 | 731 |
Expenses capitalised in biological assets of animals include mixed folder, electricity, labour, depreciation and other.
| 30 June 2020 | 31 December 2019 |
|
|---|---|---|
| US Treasury notes | 9 198 | 9 157 |
| Bank of Cyprus Holdings Plc | 141 | 107 |
| Total | 9 339 | 9 264 |
| 31 December 2019 |
|
|---|---|
| 18 549 | 18 549 |
| 5 767 | 5 767 |
| (5 767) | (5 767) |
| 18 549 | 18 549 |
| 22 | Note 30 June 2020 |
(in USD thousand, unless otherwise stated)
(in USD thousand, unless otherwise stated)
| 30 June 2020 | 31 December 2019 |
|
|---|---|---|
| Raw materials | 1 426 | 1 387 |
| Work-in-progress | 1 609 | 4 153 |
| Agricultural produce | 531 | 13 689 |
| Finished goods | 1 | - |
| Other | 1 309 | 951 |
| Total | 4 876 | 20 180 |
The main agricultural produce was as follows:
| 30 June 2020 | 31 December 2019 |
||
|---|---|---|---|
| Winter wheat | 168 | 125 | |
| Sunflower | - | 12 792 | |
| Corn | 8 | 36 | |
| Other agricultural crops | 355 | 736 | |
| Total | 531 | 13 689 |
The main agricultural produce volume in tonnes was as follows:
| 30 June 2020 | 31 December 2019 |
|
|---|---|---|
| Winter wheat | 1 040 | 783 |
| Sunflower | 2 | 40 869 |
| Corn | 74 | 307 |
| Total | 1 116 | 41 959 |
(in USD thousand, unless otherwise stated)
| Note | 30 June 2020 | 31 December 2019 |
|
|---|---|---|---|
| Trade receivables | 257 | 2 877 | |
| Provision for impairment of receivables | - | - | |
| Trade receivables, net Prepayments to suppliers |
257 840 |
2 877 891 |
|
| Other receivables | 33 602 | 33 695 | |
| Provision for impairment of prepayments and other receivables |
(33 186) | (33 206) | |
| VAT recoverable | 376 | 251 | |
| Total | 1 889 | 4 508 |
On 29 June 2012, the Company entered into a preliminary agreement with Stiomi Agri Limited ('Seller') for the acquisition of 100% of the issued share capital of Private Enterprise 'Peredilske'. The parties agreed that the price for transfer of the company's shares amounting to USD 23 080 000.
On 26 December 2012, the Company entered into a preliminary agreement with Stiomi Agri Limited ('Seller') for the acquisition of 100% of the issued share capital of Limited Liability Company 'Skhid Potencial-Resurs'. The parties agreed that the price for transfer of the company's shares shall amount to USD 10 000 000.
On 3 September 2013 both agreements for the acquisition of PE "Peredilske" and of LLC "Skhid-Potencial-Resurs" have been cancelled. The parties agreed that the whole amount paid should be returned to the Company within twelve months of the signing of the cancellation agreements, either in cash and/or an equivalent market value's worth of agricultural goods.
Due to political and economic developments and military conflict in Eastern Ukraine, Stiomi Agri Limited is currently unable to repay this amount to the Group. It is highly probable that this amount will never be recovered, therefore an impairment loss for USD 33 080 thousand was recognised in 2014.
| 30 June 2020 | 31 December 2019 |
|
|---|---|---|
| Cash at bank - USD | 9 428 | 11 112 |
| Cash at bank - UAH | 811 | 824 |
| Cash at bank - Euro | 1 | 1 |
| Cash in hand | 1 | 1 |
| Total | 10 241 | 11 938 |
(in USD thousand, unless otherwise stated)
| 30 June 2020 | 31 December 2019 |
|
|---|---|---|
| Non-current liabilities | ||
| Lease liabilities | 14 365 | 15 389 |
| 14 365 | 15 389 | |
| Current liabilities | ||
| Lease liabilities | 4 582 | 4 895 |
| 4 582 | 4 895 | |
| Total lease liabilities | 18 947 | 20 284 |
Lease liabilities represent Group's obiligations recognised in respect of the Group's right-of-use assets in respect of operating leases of plough-land from individuals.
| 30 June 2020 | 31 December 2019 |
|
|---|---|---|
| Current liabilities | ||
| Loan from owner | 127 | 127 |
| Total loans and borrowings | 127 | 127 |
| 30 June 2020 | 31 December 2019 |
|
|---|---|---|
| Trade payables | 490 | 78 |
| Payroll and related expenses accrued | 4 030 | 6 186 |
| Advances received | 1 874 | - |
| Liabilities for other taxes and mandatory payments | 66 | 135 |
| VAT payable | 10 | 287 |
| Accrued expenses | 17 | 36 |
| Other provisions | 8 | 13 |
| Other liabilities | 21 | 19 |
| Total | 6 516 | 6 754 |
(in USD thousand, unless otherwise stated)
As at 30 June 2020 and the date of this report, the Company is controlled by Mr. Iurii Zhuravlov, who holds directly 77,77% of the Company's share capital. The remaining 22,23% of the shares is widely held.
For the purposes of these condensed consolidated interim financial statements, parties are considered to be related if one party has the ability to control the other party, is under common control, or can exercise significant influence over the other party in making financial or operational decisions. In considering each possible related party relationship, attention is directed to the substance of the relationship, not merely the legal form.
According to these criteria the related parties of the Group are divided into the following categories:
Salary costs of key management personnel for the six months ended 30 June 2020 and 30 June 2019 were as follows:
| 30 June 2020 | 30 June 2019 | |
|---|---|---|
| Wages and salaries Contributions to social funds |
775 6 |
1 205 10 |
| Total | 781 | 1 215 |
Key management personnel include Directors (Executive and Non-Executive), the Chief Financial Officer, the Chief Agronomist, the Head of the Food Production Division and the Head of the Livestock Division.
| 30 June 2020 | 30 June 2019 | |
|---|---|---|
| Number of key management personnel, persons | 11 | 11 |
(in USD thousand, unless otherwise stated)
Outstanding balances with related parties:
| Loans receivable | 30 June 2020 | 31 December 2019 |
|---|---|---|
| d. Companies and individuals significantly influencing the Group and having an interest in equity of Group's companies |
||
| Mr Iurii Zhuravlov - Chief Executive Officer | 18 549 | 18 549 |
| Total | 18 549 | 18 549 |
| Loans payable | ||
| d. Companies and individuals significantly influencing the Group and having an interest in equity of Group's companies |
||
| Mr Iurii Zhuravlov - Chief Executive Officer | 127 | 127 |
| Total | 127 | 127 |
| The Group's transactions with related parties: Finance income |
30 June 2020 | 30 June 2019 |
| d. Companies and individuals significantly influencing the Group and having an interest in equity of Group's companies |
||
| Mr Iurii Zhuravlov - Chief Executive Officer | - | 736 |
| Total | - | 736 |
| Expenses | ||
| c. Key management personnel | 781 | 1 215 |
| Total | 781 | 1 215 |
A reportable segment is a separable component of a business entity that produces goods or provides services to individuals (or groups of related products or services) in a particular economic environment that is subject to risks and generates revenues other than risks and income of those components that are peculiar to other reportable segments.
Reportable segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. All reportable segments' results are reviewed regularly by the Group's CEO to make decisions about resources to be allocated to the segment and to assess its performance, and for which discrete financial information is available.
The operating businesses are organised and managed separately according to the nature of products and services provided, with each segment representing a strategic business unit that offers different products and serves different markets.
(in USD thousand, unless otherwise stated)
For the six months ended 30 June 2020 the Group identified the following reportable segments, which include products and services, that differ by levels of risk and conditions of generation of income:
No operating segments have been aggregated to form the above reportable operating segments.
Transfer prices between operating segments are on an arm's length basis in a manner similar to transactions with third parties.
Management monitors the operating results of each of the unit separately for the purpose of making decisions about resources allocation and evaluation of operating results.
Segment performance is evaluated based on operating profit or loss and is measured consistently with operating profit or loss in the condensed consolidated interim financial statements. Group financing (including finance expense and finance income) and income taxes, are managed on a group basis and are not allocated to operating segments.
(in USD thousand, unless otherwise stated)
Information by reportable segment is presented as follows:
| For the six months ended 30 June 2020 | Livestock | Plant breeding |
Vegetable oil and protein meal |
Other | Group level |
Total |
|---|---|---|---|---|---|---|
| Total revenue | 1 679 | 19 171 | - | 8 078 | - | 28 928 |
| Inter-segment sales | (466) | (6 888) | - | (7 725) | - | (15 079) |
| External revenues | 1 213 | 12 283 | - | 353 | - | 13 849 |
| Net change in fair value less cost to sell of | ||||||
| biological assets and agricultural produce | (309) | 7 381 | - | - | - | 7 072 |
| Expenses (excluding depreciation and amortisation | (2 136) | (20 660) | - | (482) | - | (23 278) |
| Profit for the period (excluding depreciation | ||||||
| and amortisation) | (1 232) | (996) | - | (129) | - | (2 357) |
| Depreciation and amortisation | (124) | (987) | - | (103) | - | (1 214) |
| (Loss)/profit before taxation from continuing | ||||||
| operations | (1 356) | (1 983) | - | (232) | - | (3 571) |
| Reportable segment assets | 4 091 | 74 727 | - | 5 413 | 27 887 | 112 118 |
| Reportable segment liabilities | 572 | 24 734 | - | 167 | 613 | 26 086 |
| For the six months ended 30 June 2019 | Livestock | Plant breeding |
Vegetable oil and protein meal |
Other | Group level |
Total |
|---|---|---|---|---|---|---|
| Total revenue | 2 134 | 8 772 | 6 795 | 436 | - | 18 137 |
| Inter-segment sales | (199) | (39) | - | (50) | - | (288) |
| External revenues | 1 935 | 8 733 | 6 795 | 386 | - | 17 849 |
| Net change in fair value less cost to sell of | 241 | 5 456 | - | - | - | 5 697 |
| biological assets and agricultural produce | ||||||
| Expenses (excluding depreciation and | ||||||
| amortisation) | (1 891) | (10 149) | (5 622) | (164) | - | (17 826) |
| Profit for the period (excluding depreciation and amortisation) |
285 | 4 040 | 1 173 | 222 | - | 5 720 |
| Depreciation and amortisation | (95) | (1 947) | (324) | (77) | - | (2 443) |
| Profit before taxation from continuing operations |
190 | 2 093 | 849 | 145 | - | 3 277 |
Information by reportable segments for the year ended 31 December 2019 is presented as follows:
| Reportable segment assets | 7 155 | 76 342 | 962 | 256 | 26 232 | 110 947 |
|---|---|---|---|---|---|---|
| Reportable segment liabilities | 1 032 | 22 223 | - | 206 | 152 | 23 613 |
(in USD thousand, unless otherwise stated)
The Group's operations are subject to seasonal fluctuations as a result of weather conditions. In particular, the cultivation of crops is adversely affected by winter weather conditions, which occur primarily from January to March. The first half of the year typically results in lower revenues and results for cultivations.
As a result of the annual cycle of crops producing and the Group's attempts to take an advantage of seasonal price changes by managing inventory in its storage facilities, the Group's Plant breeding segment is subject to seasonal fluctuations. Profits of this segment tend to be higher in the first half of a year.
The Cyprus economy has been adversely affected during the last few years by the economic crisis. The negative effects have to some extent been resolved, following the negotiations and the relevant agreements reached with the European Commission, the European Central Bank and the International Monetary Fund (IMF) for financial assistance which was dependent on the formulation and the successful implementation of an Economic Adjustment Program. The agreements also resulted in the restructuring of the two largest (systemic) banks in Cyprus through a "bail in".
The Cyprus Government has successfully completed earlier than anticipated the Economic Adjustments Program and exited the IMF program on 7 March 2016, after having recovered in the international markets and having only used €7,25 billion of the total €10 billion earmarked in the financial bailout. Under the new Euro area rules, Cyprus will continue to be under surveillance by its lenders with biannual post-program visits until it repays 75% of the economic assistance received.
Although there are signs of improvement, especially in the macroeconomic environment of the country's economy including growth in GDP and reducing unemployment rates, significant challenges remain that could affect the estimates of the Company's cash flows and its assessment of impairment of financial and non-financial assets.
The Group conducts its operations mainly in Ukraine. Ukraine's political and economic situation has deteriorated significantly since 2014. Following political and social unrest in early 2014, in March 2014, various events in Crimea led to the accession of the Republic of Crimea to the Russian Federation, which was not recognised by Ukraine and many other countries. This event resulted in a significant deterioration of the relationship between Ukraine and the Russian Federation. Following the instability in Crimea, regional tensions have spread to the Eastern regions of Ukraine, primarily Donetsk and Lugansk regions. In May 2014, protests in those regions escalated into military clashes and armed conflict between supporters of the self-declared republics of the Donetsk and Lugansk regions and the Ukrainian forces, which continued throughout the date of these financial statements. As a result of this conflict, part of the Donetsk and Lugansk regions remains under control of the self-proclaimed republics, and Ukrainian authorities are not currently able to fully enforce Ukrainian laws on this territory.
(in USD thousand, unless otherwise stated)
During 2015 and 2016 the anti-crisis measures undertaken by the Ukrainian government and NBU as well as financing through the extended fund facilities (EFF) agreed with International Monetary Fund (IMF) enabled the country to achieve a certain level of economic and political stability and provided the basis for economic recovery on the territory controlled by Ukraine. In 2016 and 2017 Ukraine's GDP grew by 2.3% and 2.1% respectively. This allowed NBU to ease some foreign exchange restrictions imposed since 2014, including a decrease in the share of the mandatory foreign currency conversion to 65% and permission of dividends remittance. However, certain other restrictions were prolonged.
Signs of economic recovery demonstrated in prior year continued in 2018, with inflation reducing to 9.8% from 13.7% in 2017 and GDP showing a gradual growth of 3.4% (2017: 2.5%), level of deposits in the banking sector growing, losses of the corporate and banking sectors decreasing. During 2019 the Ukrainian economy continued its growth with GDP increasing by 3.2% , inflation being 4.1% and Ukrainian Hryvnia appreciating against US Dollar by 14.5% on annual average basis. In view of these developments and in order to support international investments and trade, NBU withdrew all its requiements on mandatory sale of foreign currency proceeds and removed all its restrictions on remittance of dividends.
During 2018 the Ukrainian economy proceeded with recovery from the economic and political crisis of previous years and demonstrated a sound GDP growth of 3.4% (2017: 2.5%), decline in annual inflation of 9.8% (2017: 13.7%), and relatively stable foreign exchange rate of Ukrainian national currency.
On 11 March 2020, the World Health Organisation declared the Coronavirus COVID-19 outbreak to be a pandemic in recognition of its rapid spread across the globe. Many governments are taking increasingly stringent steps to help contain, and in many jurisdictions, now delay, the spread of the virus, including: requiring self-isolation/ quarantine by those potentially affected, implementing social distancing measures, and controlling or closing borders and "locking-down" cities/regions or even entire countries. These measures have slowed down both the broader Cyprus and world economies and the operations of the Group. As at the date of release of the consolidated financial statements the Group continues its operating activities without major disruptions: sowing compaign has been performed as planned, new volumes of agroproduce have been contracted with customers, the harvesting has commenced and is ongoing as expected. Therefore, unless the situation changes, the Group does not plan any significant adjustments to its annual budgeted numbers for the year ended 31 December 2020.
The final resolution and the effects of the political and economic crisis are difficult to predict but may have further severe effects on the Ukrainian economy.
Whilst management believes it is taking appropriate measures to support the sustainability of the Group's business in the current circumstances, a continuation of the current unstable business environment could negatively affect the Group's results and financial position in a manner not currently determinable. These consolidated financial statements reflect management's current assessment of the impact of the Ukrainian business environment on the operations and the financial position of the Group. The future business environment may differ from management's assessment.
(in USD thousand, unless otherwise stated)
The dangers which may arise from unexpected external factors such as competition, and the further deterioration of the market conditions cannot be ignored. All these factors were analysed above. Having regard to the fact that the Company has fully settled its obligations on the Notes without incurring any additional liabilities, the Board of Directors believes that the Group will remain a going concern and that no indications of any kind of threat of liquidation exists in the foreseeable future.
The condensed consolidated interim financial statements do not include any adjustments that would be necessary in case the Group was not able to continue operating as a going concern.
The exposure of the Group to the economic environment and possible impact is disclosed in note 25 to the condensed consolidated interim financial statements.
As a result of unstable economic enviroment in Ukraine, tax authorities in Ukraine pay more and more attention to the business cycles. In connection with this, tax laws in Ukraine are subject to frequent changes. Furthermore, there are cases of their inconsistent application, interpretation and execution. Noncompliance with laws and regulations may lead to severe fines and penalties.
The Company operates in the Cypriot tax jurisdiction and its subsidiaries in tax jurisdiction of the respective countries of incorporation. The Group's management must interpret and apply existing legislation to transactions with third parties and its own activities. Significant judgment is required in determining the provision for direct and indirect taxes. There are transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.The Group's uncertain tax positions are reassessed by management at every reporting period end. Liabilities are recorded for income tax positions that are determined by management as more likely than not to result in additional taxes being levied if the positions were to be challenged by the tax authorities.
The assessment is based on the interpretation of tax laws that have been enacted or substantively enacted by the reporting period and any known court or other rulings on such issues. Liabilities for penalties, interest and taxes other than on income are recognised based on management's best estimate of the expenditure required to settle the obligations at the reporting period.
The Group considers that it operates in compliance with tax laws of Ukraine, although, a lot of new laws about taxes and transactions in foreign currency have been adopted recently, and their interpretation is rather ambiguous.
(in USD thousand, unless otherwise stated)
In the course of its economic activities, the Group is involved in legal proceedings with third parties. In most cases, the Group is the initiator of such proceedings with the purpose of preventing or mitigating of economic losses.
The Group's management considers that as at the reporting period end, active legal proceedings on such matters will not have any significant influence on its financial position.
Most employees of the Group receive pension benefits from the Pension Fund, a Ukrainian Government organisation in accordance with the applicable laws and regulations of Ukraine. The Group is obliged to deduct and contribute a certain percentage of salaries to the Pension Fund to finance the benefits. The only obligation of the Group with respect to this pension plan is to make the specified contributions from salaries.
At 30 June 2020 and 31 December 2019 the Group's entities had no liabilities for any supplementary pensions, health care, insurance benefits or retirement indemnities to its current or former employees.
Events referred to in note 25 to the condensed consolidated interim financial statements will continue to influence the Group's operations in 2020. While management believes it is taking all necessary measures to maintain the sustainability of the business in the current circumstances, a further deterioration of economic and political conditions in Ukraine could adversly affect the Group's results and financial position, so that it is currently impossible to predict.
On 27 August 2020 the Board of Directors of Agroton Public Limited approved and authorised these condensed consolidated interim financial statements for issue.
UNAUDITED FINANCIAL STATEMENTS For the period from 1 January 2020 to 30 June 2020
| Board of Directors and other officers | 1 |
|---|---|
| Unaudited statement of profit or loss and other comprehensive income | 2 |
| Unaudited statement of financial position | 3 |
| Unaudited statement of changes in equity | 4 |
| Unaudited statement of cash flows | 5 |
| Notes to the financial statements | 6 - 17 |
| Board of Directors: | Iurii Zhuravlov (Chief Executive Officer) |
|---|---|
| Tamara Lapta (Deputy Chief Executive Officer) | |
| Larysa Orlova (Chief Financial Officer) | |
| Borys Supikhanov (Non-Executive Director) | |
| Volodymyr Kudryavtsev (Non-Executive Director) | |
| Company Secretary: | Inter Jura Cy (Services) Limited |
| Independent Auditors: | KPMG Limited |
| Legal Advisers: | K. Chrysostomides & Co LLC |
| Registered office: | 1 Lampousas Street 1095 Nicosia Cyprus |
| Registration number: | ΗΕ255059 |
For the period from 1 January 2020 to 30 June 2020
| Note | 2020 US\$ |
2019 US\$ |
|
|---|---|---|---|
| Loan interest income Net fair value gains on financial assets at fair value through profit or loss Coupon Interest Interest expense |
15 | 1.566.465 590.272 86.544 (1.539.593) |
3.308.020 301.452 125.058 (3.113.095) |
| Gross profit | 703.688 | 621.435 | |
| Administration expenses Net impairment profit/(loss) on financial and contract assets |
8 | (44.414) - |
(111.540) (790.000) |
| Operating profit/(loss) | 9 | 659.274 | (280.105) |
| Finance income Finance costs Net finance costs Profit/(loss) before tax |
10 | (279) (10.780) (11.059) 648.215 |
154 (20.947) (20.793) (300.898) |
| Tax | 11 | - | (164.151) |
| Net profit/(loss) for the period/year | 648.215 | (465.049) | |
| Other comprehensive income | - | - | |
| Total comprehensive income for the period/year | 648.215 | (465.049) |
30 June 2020
| Note | 2020 US\$ |
2019 US\$ |
|
|---|---|---|---|
| Assets | |||
| Non-current assets | |||
| Investments in subsidiaries | 12 | 4.818 | 4.818 |
| Loans receivable | 13 | 67.257.130 | 62.690.664 |
| 67.261.948 | 62.695.482 | ||
| Current assets | |||
| Receivables | 14 | 153.980 | 152.782 |
| Loans receivable | 13 | 944.760 | 1.084.760 |
| Financial assets at fair value through profit or loss | 15 | 9.338.084 | 9.263.435 |
| Cash and cash equivalents | 16 | 8.430.127 | 10.769.744 |
| 18.866.951 | 21.270.721 | ||
| Total assets | 86.128.899 | 83.966.203 | |
| EQUITY AND LIABILITIES | |||
| Equity | |||
| Share capital | 17 | 661.128 | 661.128 |
| Share premium | 17 | 88.531.664 | 88.531.664 |
| Accumulated losses | (80.349.610) | (80.997.825) | |
| Total equity | 8.843.182 | 8.194.967 | |
| Non-current liabilities | |||
| Borrowings | 18 | - | 75.241.008 |
| - | 75.241.008 | ||
| Current liabilities Trade and other payables |
19 | 17.357 | 42.470 |
| Borrowings | 18 | 76.780.601 | - |
| Current tax liabilities | 20 | 487.759 | 487.758 |
| 77.285.717 | 530.228 | ||
| Total liabilities | 77.285.717 | 75.771.236 | |
| Total equity and liabilities | 86.128.899 | 83.966.203 |
On ................... 2020 the Board of Directors of AGROTON PUBLIC LIMITED authorised these financial statements for issue.
signed signed Director Director
.................................... ....................................
| Share capital US\$ |
Share premium US\$ |
Accumula ted losses US\$ |
Total US\$ |
|
|---|---|---|---|---|
| Balance at 1 January 2019 | 661.128 | 88.531.664 (80.532.776) | 8.660.016 | |
| Comprehensive expense Net loss for the year |
- | - | (465.049) | (465.049) |
| Balance at 31 December 2019/ 1 January 2020 |
661.128 | 88.531.664 (80.997.825) | 8.194.967 | |
| Comprehensive income Net profit for the period |
- | - | 648.215 | 648.215 |
| Balance at 30 June 2020 | 661.128 | 88.531.664 (80.349.610) | 8.843.182 |
In accordance with the Cyprus Companies Law, Cap. 113, Section 55 (2) the share premium reserve can only be used by the Company in (a) paying up unissued shares of the Company to be issued to members of the Company as fully paid bonus shares; (b) writing off the expenses of, or the commission paid or discount allowed on, any issue of shares or debentures of the Company; and (c) providing for the premium payable on redemption of any redeemable preference shares or of any debentures of the Company.
Companies which do not distribute 70% of their profits after tax, as defined by the Special Contribution for the Defence of the Republic Law, during the two years after the end of the year of assessment to which the profits refer, will be deemed to have distributed this amount as dividend. Special contribution for defence at 17% will be payable on such deemed dividend to the extent that the ultimate owners at the end of the period of two years from the end of the year of assessment to which the profits refer are both Cyprus tax resident and Cyprus domiciled. The amount of this deemed dividend distribution is reduced by any actual dividend paid out of the profits of the relevant year at any time. This special contribution for defence is paid by the company for the account of the owners.
For the period from 1 January 2020 to 30 June 2020
| 2020 | 2019 | ||
|---|---|---|---|
| Note | US\$ | US\$ | |
| CASH FLOWS FROM OPERATING ACTIVITIES | |||
| Profit/(loss) before tax | 648.215 | (300.898) | |
| Adjustments for: Exchange difference arising on the translation of non-current assets in |
|||
| foreign currencies | 492.890 | - | |
| Unrealised exchange loss/(profit) | 248 | (154) | |
| Fair value gains on financial assets at fair value through profit or loss | (590.272) | (301.452) | |
| Impairment charge - loans to related parties | 21 | - | 790.000 |
| Interest income | (1.566.465) | (3.308.020) | |
| Interest expense | 10 | 1.539.593 | 3.096.105 |
| Coupon Interst | (86.543) | (125.058) | |
| 437.666 | (149.477) | ||
| Changes in working capital: | |||
| Increase in receivables | (1.199) | (4.824) | |
| Increase in financial assets at fair value through profit or loss | (492.890) | - | |
| Decrease in trade and other payables | (25.354) | (4.396) | |
| Cash used in operations | (81.777) | (158.697) | |
| Interest received | 140.000 | 465.919 | |
| Net cash generated from operating activities | 58.223 | 307.222 | |
| CASH FLOWS FROM INVESTING ACTIVITIES | |||
| Loans granted | (3.000.000) | - | |
| Loans repayments received | - | 2.431.366 | |
| Payment for purchase of financial assets at fair value through profit or loss | - 500.000 |
(8.827.808) | |
| Proceeds from sale/redemption of available-for-sale financial assets Coupon Interest received |
102.167 | - 132.256 |
|
| Net cash used in investing activities | (2.397.833) | (6.264.186) | |
| CASH FLOWS FROM FINANCING ACTIVITIES | |||
| Repayments of borrowings | - | (7.759.510) | |
| Net cash used in financing activities | - | (7.759.510) | |
| Net decrease in cash and cash equivalents | (2.339.610) | (13.716.474) | |
| Cash and cash equivalents at beginning of the period/year | 10.769.744 | 24.486.187 | |
| Effect of exchange rate fluctuations on cash held | (7) | 31 | |
| Cash and cash equivalents at end of the period/year | 16 | 8.430.127 | 10.769.744 |
Agroton Public Limited (the ''Company'') was incorporated in Cyprus on 21 September 2009 as a private limited liability company under the provisions of the Cyprus Companies Law, Cap. 113. The Company was listed at the main market of Warsaw Stock Exchange on 8 November 2010. Its registered office is at 1 Lampousas Street, 1095 Nicosia, Cyprus.
The principal activities of the Company, which are unchanged from last year, are those of an investment holding company and the provision of financing to related parties. The Company is the holding company of a group of companies of agriculture producers in Ukraine. The principal activities of the Group which remained the same as in the previous year, are grain and oil crops growing, agricultural products storage and sale, cattle breeding (milk cattlebreeding, poultry farming) and milk processing. The poultry farming business has been temporarily abandoned due to the military clashes and armed conflict in Eastern Ukraine.
The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union (EU) and the requirements of the Cyprus Companies Law, Cap. 113. The financial statements have been prepared under the historical cost convention as modified by the revaluation of, and financial assets and financial liabilities at fair value through profit or loss.
The Company has prepared these parent's separate financial statements for compliance with the requirements of the Cyprus Income Tax Law.
The Company has also prepared consolidated financial statements in accordance with IFRSs for the Company and its subsidiaries (together with the Company, the ''Group''). The consolidated financial statements can be obtained from the Company's registered office.
As from 1 January 2020, the Company adopted all the following IFRSs and International Accounting Standards (IAS), which are relevant to its operations. The adoption of these Standards did not have a material effect on the financial statements.
The principal accounting policies adopted in the preparation of these financial statements are set out below. These policies have been consistently applied to all years presented in these financial statements unless otherwise stated.
Subsidiaries are entities controlled by the Company. Control exists where the Company is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee.
Investments in subsidiary companies are stated at cost less provision for impairment in value, which is recognised as an expense in the period in which the impairment is identified.
Interest expense and other borrowing costs are charged to profit or loss as incurred.
Items included in the Company's financial statements are measured using the currency of the primary economic environment in which the entity operates ('the functional currency'). The financial statements are presented in United States Dollars (US\$), which is the Company's functional and presentation currency.
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss. Translation differences on non-monetary items such as equities held at fair value through profit or loss are reported as part of the fair value gain or loss.
Tax liabilities and assets for the current and prior periods are measured at the amount expected to be paid to or recovered from the taxation authorities, using the tax rates and laws that have been enacted, or substantively enacted, by the reporting date. Current tax includes any adjustments to tax payable in respect of previous periods.
Financial liabilities are initially recognised at fair value and classified as subsequently measured at amortised cost, except for (i) financial liabilities at FVTPL: this classification is applied to derivatives, financial liabilities held for trading (e.g. short positions in securities), contingent consideration recognised by an acquirer in a business combination and other financial liabilities designated as such at initial recognition and (ii) financial guarantee contracts and loan commitments.
Ordinary shares are classified as equity. The difference between the fair value of the consideration received by the Company and the nominal value of the share capital being issued is taken to the share premium account.
At the date of approval of these financial statements, standards and interpretations were issued by the International Accounting Standards Board which were not yet effective. Some of them were adopted by the European Union and others not yet. The Board of Directors expects that the adoption of these accounting standards in future periods will not have a material effect on the financial statements of the Company.
The Board of Directors expects that the adoption of these standards or interpretations in future periods will not have a material effect on the financial statements of the Company.
The Company is exposed to credit risk, liquidity riskmarket risk, and currency risk arising from the financial instruments it holds. The risk management policies employed by the Company to manage these risks are discussed below:
Credit risk arises when failure by counter parties to discharge their obligations could reduce the amount of future cash inflows form financial assets on hand at the reporting date.
The Company has the following types of financial assets that are subject to the expected credit loss model:
cash and cash equivalents
The table below shows an analysis of the Company's bank deposit by the credit rating of the bank in which they are held:
| 2020 | 2019 | ||
|---|---|---|---|
| Bank group based on credit ratings by Moody's | No of banks | US\$ | US\$ |
| A- to A+ | 2 | 8.427.805 | 10.767.737 |
| Lower than A- | 1 | 2.322 | 2.007 |
| 8.430.127 | 10.769.744 |
Liquidity risk is the risk that arises when the maturity of assets and liabilities does not match. An unmatched position potentially enhances profitability, but can also increase the risk of losses. The Company has procedures with the object of minimising such losses such as maintaining sufficient cash and other highly liquid current assets and by having available an adequate amount of committed credit facilities.
The following tables detail the Company's remaining contractual maturity for its financial liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to pay. The table includes both interest and principal cash flows.
| 30 June 2020 | Carrying amounts |
Contractual cash flows |
3 months or less |
3-12 months | 1-5 years | More than 5 years |
|---|---|---|---|---|---|---|
| Trade and other payables | US\$ 17.360 |
US\$ 17.360 |
US\$ - |
US\$ 17.360 |
US\$ - |
US\$ - |
| Loans from subsidiaries | 76.780.601 | 78.345.572 | - | 78.345.572 | - | - |
| 76.797.961 | 78.362.932 | - | 78.362.932 | - | - | |
| 31 December 2019 | Carrying | Contractual | ||||
| amounts | cash flows | 3-12 months | 1-5 years | |||
| Trade and other payables | US\$ 1.805 |
US\$ 1.805 |
US\$ 1.805 |
US\$ - |
||
| Loans from subsidiaries | 75.241.008 | 78.354.078 | - | 78.354.078 | ||
| 75.242.813 | 78.355.883 | 1.805 | 78.354.078 |
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Company's income or the value of its holdings of financial instruments.
The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.
Interest rate risk is the risk that the value of financial instruments will fluctuate due to changes in market interest rates. Borrowings issued at variable rates expose the Company to cash flow interest rate risk. Borrowings issued at fixed rates expose the Company to fair value interest rate risk. Company's management monitors the interest rate fluctuations on a continuous basis and acts accordingly.
For the period from 1 January 2020 to 30 June 2020
At the reporting date the interest rate profile of interest- bearing financial instruments was:
| 2020 US\$ |
2019 US\$ |
|
|---|---|---|
| Fixed rate instruments | ||
| Financial assets | 49.768.635 | 64.565.424 |
| Financial liabilities | (51.601.754) | (75.241.008) |
| (1.833.119) | (10.675.584) |
Currency risk is the risk that the value of financial instruments will fluctuate due to changes in foreign exchange rates. Currency risk arises when future commercial transactions and recognised assets and liabilities are denominated in a currency that is not the Company's measurement currency. The Company is exposed to foreign exchange risk arising from various currency exposures primarily with respect to the Euro. The Company's Management monitors the exchange rate fluctuations on a continuous basis and acts accordingly.
The preparation of financial statements in conformity with IFRSs requires the use of certain critical accounting estimates and requires Management to exercise its judgment in the process of applying the Company's accounting policies. It also requires the use of assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on Management's best knowledge of current events and actions, actual results may ultimately differ from those estimates.
Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The Company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.
The Directors judge that it is appropriate to prepare the financial statements on the going concern basis.
Significant judgment is required in determining the provision for income taxes. There are transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Company recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.
Critical judgements in applying the Company's accounting policies
The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. The Company uses its judgment to select a variety of methods and make assumptions that are mainly based on market conditions existing at each reporting date. The fair value of the financial assets at fair value through other comprehensive income has been estimated based on the fair value of these individual assets.
The Company periodically evaluates the recoverability of investments in subsidiaries whenever indicators of impairment are present. Indicators of impairment include such items as declines in revenues, earnings or cash flows or material adverse changes in the economic or political stability of a particular country, which may indicate that the carrying amount of an asset is not recoverable. If facts and circumstances indicate that investment in subsidiaries may be impaired, the estimated future discounted cash flows associated with these subsidiaries would be compared to their carrying amounts to determine if a write-down to fair value is necessary.
The Company periodically evaluates the recoverability of loans receivable whenever indicators of impairment are present. Indicators of impairment include such items as declines in revenues, earnings or cash flows or material adverse changes in the economic or political stability of a particular country in which the borrower operates, which may indicate that the carrying amount of the loan is not recoverable. If facts and circumstances indicate that loans receivable may be impaired, the estimated future discounted cash flows associated with these loans would be compared to their carrying amounts to determine if a write-down to fair value is necessary.
The loss allowances for financial assets are based on assumptions about risk of default and expected loss rates. The Company uses judgement in making these assumptions and selecting the inputs to the impairment calculation, based on the Company's past history, existing market conditions as well as forward looking estimates at the end of each reporting period. Details of the key assumptions and inputs used are disclosed in note 6, Credit risk section.
| 2020 | 2019 | |
|---|---|---|
| US\$ | US\$ | |
| Municipality taxes | 215 | - |
| Annual levy | 396 | 394 |
| Subscriptions and contributions | - | 3.333 |
| Auditors' remuneration for the statutory audit of annual accounts | - | 40.571 |
| Accounting fees | 3.184 | 12.143 |
| Legal fees | - | 1.013 |
| Legal and professional | 340 | 337 |
| Secretarial fees | 1.019 | 1.012 |
| Registered office fees | 1.019 | 1.012 |
| Fines | - | 2.187 |
| Irrecoverable VAT | 4.414 | 6.044 |
| Professional fees | 12.493 | 16.243 |
| Custodian fees | 21.334 | 27.251 |
| 44.414 | 111.540 | |
| 9. Operating profit/(loss) | ||
| 2020 | 2019 | |
| US\$ | US\$ | |
| Operating profit/(loss) is stated after the following items: | - | |
| Auditors' remuneration for the statutory audit of annual accounts | 40.571 | |
| 10. Finance income/(costs) | ||
| 2020 | 2019 | |
| US\$ | US\$ | |
| Exchange profit | (279) | 154 |
| Finance income | (279) | 154 |
| Net foreign exchange losses | (310) | (1.481) |
| Sundry finance expenses | (10.470) | (19.466) |
| Finance costs | (10.780) | (20.947) |
| Net finance costs | (11.059) | (20.793) |
| 11. Tax | ||
| 2020 | 2019 | |
| US\$ | US\$ | |
| Corporation tax | - | 164.151 |
| Charge for the period/year | - | 164.151 |
The corporation tax rate is 12,5%.
Under certain conditions interest income may be subject to defence contribution at the rate of 30%. In such cases this interest will be exempt from corporation tax. In certain cases, dividends received from abroad may be subject to defence contribution at the rate of 17%.
For the period from 1 January 2020 to 30 June 2020
| Balance at 1 January | 2020 US\$ 4.818 |
2019 US\$ 4.818 |
||||
|---|---|---|---|---|---|---|
| Balance at 30 June/31 December | 4.818 | 4.818 | ||||
| The details of the subsidiaries are as follows: | ||||||
| Name | Country of incorporation |
Principal activities | 2020 Holding % |
2019 Holding % |
2020 US\$ |
2019 US\$ |
| "Living" LLC | Ukraine | Agricultural activities |
99.99 | 99.99 | 4.718 | 4.718 |
| Agroton (BVI) Limited |
British Virgin Islands |
Trading in Agriculture products |
100 | 100 | 100 | 100 |
| LLC "Gefest" | Ukraine | Owner of land lease rights |
100 | - | - | |
| LLC "Lugastan" Ukraine | Owner of land lease rights |
99.99 | 99.99 | - | - | |
| 4.818 | 4.818 |
The Company periodically evaluates the recoverability of investments in subsidiaries whenever indicators of impairment are present. Indicators of impairment include such items as declines in revenues, earnings or cash flows or material adverse changes in the economic or political stability of a particular country, which may indicate that the carrying amount of an asset is not recoverable. If facts and circumstances indicate that investment in subsidiaries may be impaired, the estimated future discounted cash flows associated with these subsidiaries would be compared to their carrying amounts to determine if a write-down to fair value is necessary.
The ownership of land lease rights previously held by subsidiary companies LLC Gefest and LLC Lugastan have been transferred to Agroton PJSC and PE Agricultural Production Firm Agro. Subsidiary company LLC Gefest was liquidated on July 25, 2019. LLC Lugastan is under liquidation procedures.
| Balance at 1 January New loans granted Repayments Interest charged Expected credit loss |
2020 US\$ 63.775.424 3.000.000 (140.000) 1.566.466 - |
2019 US\$ 64.154.688 - (2.897.284) 3.308.020 (790.000) |
|---|---|---|
| Balance at 30 June/31 December | 68.201.890 | 63.775.424 |
| Loans to own subsidiaries (Note 21.1) Loss allowance on loans receivable |
2020 US\$ 68.991.890 (790.000) |
2019 US\$ 64.565.424 (790.000) |
| Less current portion Non-current portion |
68.201.890 (944.760) 67.257.130 |
63.775.424 (1.084.760) 62.690.664 |
The loans are repayable as follows:
| 2020 | 2019 | |
|---|---|---|
| US\$ | US\$ | |
| Within one year | 944.760 | 1.084.760 |
| Between one and five years | 67.257.130 | 62.690.664 |
| 68.201.890 | 63.775.424 |
The exposure of the Company to credit risk in relation to loans receivable is reported in note 6 of the financial statements.
| 2020 | 2019 | |
|---|---|---|
| US\$ | US\$ | |
| Other receivables | - | 160 |
| Refundable VAT | 153.980 | 152.622 |
| 153.980 | 152.782 |
The fair values of receivables due within one year approximate to their carrying amounts as presented above.
The exposure of the Company to credit risk and impairment losses in relation to receivables is reported in note 6 of the financial statements.
| 2020 US\$ |
2019 US\$ |
|
|---|---|---|
| Listed securities Bank of Cyprus Holdings Plc |
107.247 | 107.247 |
| US Treasury notes Other short term notes |
9.230.837 - |
8.647.550 508.638 |
| 9.338.084 | 9.263.435 | |
| 9.338.084 | 9.263.435 | |
| 2020 US\$ |
2019 US\$ |
|
| Balance at 1 January Additions |
9.263.435 - |
141.373 8.820.610 |
| Changes in coupon rate Change in fair value |
(15.623) 590.272 |
- 301.452 |
| Redemption Balance at 30 June/31 December |
(500.000) 9.338.084 |
- 9.263.435 |
Bank of Cyprus shares, designated at fair value through profit or loss represented equity securities of Bank of Cyprus converted into shares after the decree issued by Central Bank of Cyprus on 29 March 2013. Based on that decree and the measurements for recapitalization of Bank of Cyprus, 47,5% of the uninsured deposits of the affected deposits have been converted into Bank of Cyprus shares.
The Company held 1.591.105 shares with fair value €0,140 cents. In January 2017, the shares in Bank of Cyprus Public Company Limited were exchanged with new shares of Bank of Cyprus Holdings Plc listed in both London Stock Exchange and in Cyprus Stock Exchange with nominal value of €0,10 cents each. As at 31 December 2019 the Company held 79.556 shares in Bank of Cyprus Holdings Plc with fair value €1,20 (2018: €1,55) each.
In 2019 the Company acquired US Treasury bonds and other short-term investment held in both UBS Switzerland AG and Bank Vontobel AG for a total consideration of US\$8.827.808. All instruments are publicly traded, recognizing a fair value gain of US\$590.272 as presented on the Statement of Profit or loss.
The exposure of the Company to market risk in relation to financial assets is reported in note 6 of the financial statements.
For the purposes of the statement of cash flows, the cash and cash equivalents include the following:
| 2020 | 2019 | |
|---|---|---|
| US\$ | US\$ | |
| Cash at bank | 8.430.127 | 10.769.744 |
| 8.430.127 | 10.769.744 |
The exposure of the Company to credit risk and impairment losses in relation to cash and cash equivalents is reported in note 6 of the financial statements.
| 2020 Number of |
2020 | 2019 Number of |
2019 | |
|---|---|---|---|---|
| shares | US\$ | shares | US\$ | |
| Authorised Ordinary shares of €0,021 each |
47.619.048 | 1.321.500 | 47.619.048 | 1.321.500 |
| Issued and fully paid | Number of shares |
Share capital US\$ |
Share premium US\$ |
Total US\$ |
| Balance at 1 January 2019 | 21.670.000 | 661.128 | 88.531.664 | 89.192.792 |
| Balance at 31 December 2019 | 21.670.000 | 661.128 | 88.531.664 | 89.192.792 |
| Balance at 31 December 2019/ 1 January 2020 |
21.670.000 | 661.128 | 88.531.664 | 89.192.792 |
| Balance at 30 June 2020 | 21.670.000 | 661.128 | 88.531.664 | 89.192.792 |
On 31 December 2016 the authorised share capital of the Company amounted to 47.619.048 ordinary shares of nominal value €0,021 each.
Upon incorporation on 21 September 2009 the Company issued to the subscribers of its Memorandum of Association 12.000.000 ordinary shares of value €0,021 each, amounting to €252.000 (US\$ equivalent of US\$ 370.591).
On 4 November 2009, the Company issued 4.000.000 additional ordinary shares of nominal value €0,021 each amounting to €84.000 (US\$ equivalent of US\$ 123.715), at a premium of €6,93 per share, amounting to a total share premium of €27.720.000 (US\$ equivalent of US\$38.791.285).
Global depository Receipts "GDRs" were issued against the 4.000.000 new shares by "The Bank of New York Mellon" for US\$9,72875 per each new share. The total consideration of the share capital issued was US \$38.915,000 out of which US\$123.715 is the total nominal value credited to the share capital account and US\$ 38.791.285 is the share premium reserve. Share issue expenses of US\$317.154 were deducted from the share premium reserve.
The members of the Company held an Extraordinary General Meeting on 25 June 2010 where they authorised and approved the increase of the issued share capital of the Company from 16.000.000 ordinary shares of €0,021 each amounting to €336.000 (US\$ equivalent of US\$ 494.306) to 21.670.000 ordinary shares of nominal value €0,021, by the creation of 5.670.000 ordinary shares of a nominal value of €0,021 each, ranking pari pasu with the existing shares of the Company.
On 29 October 2010 the Company proceeded and issued the 5.670.000 ordinary shares of nominal value €0,021each, amounting to €119.070 (equivalent to US\$ 166.822) at a premium of €6,7595 per share amounting to a total share premium of €38.326.365 (equivalent to US\$54.222.634). The issue price of the shares in the Company's public offering was set at PLN 27 per share. The Company raised a total gross proceeds of PLN153.090.000 (equivalent to US\$54.389.456) from the public offering. Share issue expenses of US\$4.165.101 were deducted from the share premium reserve.
Listing of the Company to the Warsaw Stock Exchange
During the year 2010, the Board of Directors of the Company resolved to proceed with the initial public offering of 5.670.000 new ordinary shares of the Company and the application for the admission of the entire issued share capital of of the Company, including the Offer Shares to trading on the regulated market of the Warsaw Stock Exchange.
| Balance at 30 June/31 December 76.780.601 75.241.008 2020 2019 US\$ US\$ Current borrowings 76.780.601 Loans from subsidiaries (Note 21.2) - Non-current borrowings - Loans from subsidiaries (Note 21.2) 75.241.008 Total 76.780.601 75.241.008 |
Balance at 1 January Repayments Interest payable |
2020 US\$ 75.241.008 - 1.539.593 |
2019 US\$ 79.904.412 (7.759.510) 3.096.106 |
|---|---|---|---|
Maturity of borrowings:
| 2020 | 2019 | |
|---|---|---|
| US\$ | US\$ | |
| Within one year | 76.780.601 | - |
| Between one and five years | - | 75.241.008 |
| 76.780.601 | 75.241.008 |
The exposure of the Company to liquidity risk in relation to loans and borrowings is reported in note 2 to the financial statements.
| 2020 | 2019 | |
|---|---|---|
| US\$ | US\$ | |
| Accruals | 17.357 | 40.665 |
| Other creditors | - | 1.805 |
| 17.357 | 42.470 |
The exposure of the Company to liquidity risk in relation to financial instruments is reported in note 22.2 to the financial statements.
| 2020 | 2019 | |
|---|---|---|
| US\$ | US\$ | |
| Corporation tax | 375.548 | 375.547 |
| Special contribution for defence | 112.211 | 112.211 |
| 487.759 | 487.758 |
The above amounts are payable within one year.
The Company is controlled by Mr. Iurii Zhuravlov, who holds directly 74,01% of the Company's share capital. The remaining 25,99% of the shares is widely held.
For the period from 1 January 2020 to 30 June 2020
The transactions and balances with related parties are as follows:
| 2019 | |
|---|---|
| US\$ | US\$ |
| 68.201.890 | 64.565.424 |
| 68.201.890 | 64.565.424 |
| 2020 |
During 2010, the Company has entered into several loan agreements with subsidiary company PE Agricultural Production Firm Agro for a total amount of US\$20.000.000. The loans bear interest at a rate of 10% per annum and expired in 31 July 2014. During 2014 the two parties agreed to postpone the repayment date.
Additionally, during the same period (2010), the Company has entered into several loan agreements with subsidiary company PE Agricultural Production Firm Agro for a total amount of US\$65.000.000. The loans bear interest at rates of 2,5% , 5% and 8% per annum. During 2019 year, the Company has re-negotiated maturity of the loan to 31 December 2021.
On 19 June 2019, the Company entered into an additional loan agreement with PE Agricultural Production Firm Agro, were the Company makes available a loan facility of up to US\$5.000.000. The loan carries interest at the rate of 2.5% and is due for repayment no later than 31 December 2024. As of the date of these financial statements a total of US\$3.000.000 has been disbursed.
| 2020 | 2019 | |
|---|---|---|
| US\$ | US\$ | |
| Agroton BVI Limited | 76.780.601 | 75.241.008 |
| 76.780.601 | 75.241.008 |
On 25 July 2011 the Company has entered into a loan agreement with its subsidiary company Agroton BVI Limited amounting to US\$10.000.000. During 2012 the amount of the loan was extended to US\$60.000.000. The loan was originally provided interest free. From 1 January 2013 onwards the loan bears interest at a rate of 6% per annum and with expiry date on 1 January 2020. On 28 December 2019, the maturity of loan was extended to 1 January 2021.
The Company had no contingent liabilities as at 30 June 2020.
Late in 2019 news first emerged from China about the COVID 19 (Coronavirus). The situation at year end, was that a limited number of cases of an unknown virus had been reported to the World Health Organisation. In the first few months of 2020 the virus had spread globally and its negative impact has gained momentum. This is still an evolving situation at the time of issuing these financial statements. The specific effects cannot be assessed at its early stages, but actions will be taken when appropriate to ensure operations and performance are not disturbed.
Other than the above there were no material events after the reporting period, which have a bearing on the understanding of the financial statements.
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