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Astarta Holding PLC — Interim / Quarterly Report 2012
Nov 12, 2012
5514_ir_2012-11-12_6b4fff6b-9bb4-4472-884c-b73831a95dd2.pdf
Interim / Quarterly Report
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INTERIM REPORT OF THE BOARD OF DIRECTORS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012
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ASTARTA Holding N.V. Interim report for 9 months of 2012
Overview of the reporting period
Traditionally, the third quarter is the high operational season for the Group's production subsidiaries. Under optimal terms, agricultural enterprises harvested and stored the early crops, started harvesting sugar beet, planted the winter crops and prepared the land for the new sowing season. At the beginning of September, the plants began to process sugar beet. As the result of modernization and improvements in technology, natural gas consumption per tonne of processed sugar beet decreased 7% and the total daily production capacity of the plants increased 6%.
Favourable weather conditions in September and October contributed to the active growth of sugar beet and increase in sugar content. This, combined with modern agri-technologies applied on our fields, resulted in a record harvest of over 2.5 million tonnes of sugar beet for ASTARTA. According to our estimates, processing of our own sugar beet and those supplied by local farmers will deliver approximately 400 thousand tonnes of white sugar. At the same time, we confirm our 2012 production guidance of 600 thousand tonnes of crops and increase our target for milk production up to 83 thousand tonnes.
We continue to develop our production assets and infrastructure. A 50-kiloton modern sugar silo was commissioned in the beginning of November. We complete the construction of a biogas station at one of our sugar plants. Likewise the construction of a soybean processing plant is well on schedule.
For the nine months of 2012, revenues grew 26% to EUR 235 million, EBITDA increased 6% to EUR 115 million, and net profit corrected 10% to EUR 84 million. ASTARTA substantially increased sales of the key products: volumes of crop sales grew by 60%, sugar by 54%, and milk by 33%. The main factors that influenced financial results include materially higher volumes of sales, and lower prices for sugar in Ukraine as the result of overproduction in the previous season. The cost of sales, selling and general expenses grew following both increased sales and higher prices for inputs and distribution. Exports grew five-fold, thus increasing its share in consolidated revenues to 26% and providing an important natural hedge against foreign currency risk.
Looking forward, we expect that the Ukrainian sugar market should gradually recover after last year's overproduction; a strong export demand for grains and oilseeds will be in place; a lasting development potential for ASTARTA's high quality milk segment to support diversification and profitability. Currently, we concentrate our efforts on the successful completion of this production season and the further development of industrial assets, combined with improved efficiency, to secure the Group’s growth.
2
ASTARTA Holding N.V. Interim report for 9 months of 2012
Key financial highlights
For the nine months of 2012, ASTARTA demonstrated 26% y-o-y growth of consolidated revenues. The share of sugar and its by-products narrowed from 68% to 58%, mainly as a result of weaker pricing environment. Increased volumes of crop sales and resilient markets enhanced the segment's share from 22% to 29%. The share of revenues from cattle farming remained stable at 10%.
Figure 1. Revenue composition for nine months of 2012 and 2011
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----- Start of picture text -----
9M 2012 9M 2011
Cattle
Cattle
Other; 3% farming;
farming;
10%
10%
Crops; 22%
Crops; 29%
Sugar by-
products;
3%
Sugar by- Sugar; 56% Sugar; 65%
products;
2%
----- End of picture text -----
Proceeds from export sales grew 5.4 times to USD 67 million, contributing 26% to consolidated revenues.
Table 1. Selected financial data
| (in thousands of EUR) | 9M 2012 | 9M 2011 |
| Revenues | 235 497 | 187 334 |
| Grossprofit | 69 203 | 78 642 |
| Grossprofit margin | 29% | 42% |
| EBIT | 96 448 | 96 689 |
| EBIT margin | 41% | 52% |
| EBITDA | 115 060 | 108 698 |
| EBITDA margin | 49% | 58% |
| Netprofit | 84 002 | 93 483 |
| Net Profit Margin | 36% | 50% |
| Cash flows provided by operatingactivities |
||
| 24 328 | 12 061 | |
| Cash flows used in investingactivities |
-23 244 | -71 913 |
| Cash flows provided by financingactivities |
||
| 1 007 | 60 655 |
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ASTARTA Holding N.V. Interim report for 9 months of 2012
Table 2. Selected financial ratios
| 9M 2012 | 9M 2011 | |
| NET DEBT / EBITDA (LTM) |
||
| 1,72 | 1,45 | |
| NET DEBT / SALES (LTM) |
0,57 | 0,64 |
| TOTAL DEBT RATIO | 42% | 44% |
| DEBT/EQUITY | 55% | 57% |
| CURRENT RATIO | 2,75 | 2,37 |
| QUICK RATIO | 0,53 | 0,46 |
Agricultural segment overview
Currently, the Group's subsidiaries are finishing the harvest of technical crops. Winter crops are successfully planted on 51 thousand hectares and are reported to be in good condition. Soil preparation for sowing sugar beet and other crops in spring 2013 is well on track.
The summer dry spell affected crops throughout the eastern and southern parts of Ukraine. According to the Ministry of Agricultural Policy estimates, grains production in Ukraine in 2012 will be 46 million tonnes, down 20% from 57 million tonnes harvested in 2011.
Such weather extremes were observed in many agricultural regions worldwide. Global crop prices surged in Q3 as the worst US drought since 1956 hampered crop development. In November 2012, the USDA released its latest WASDE report which showed corn and wheat global ending stocks down 11% and 12%, respectively y-o-y. Low inventories support prices for agricultural commodities as they make the balance of supply and demand highly vulnerable to any weather shocks.
Figure 2. Global wheat inventories
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150
140
130
120
110
100
90
80
70
60
Days Inventory 40 Year Average
1970 1972 1974 1976 1978 1980 1982 1984 1986 1988 1990 1992 1994 1996 1998 2000 2002 2004 2006 2008 2010 2012
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Source: USDA, company data
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ASTARTA Holding N.V. Interim report for 9 months of 2012
Figure 3. Global corn inventories
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----- Start of picture text -----
180
160
140
120
100
80
60
40
20
Days Inventory 40 Year Average
1970 1972 1974 1976 1978 1980 1982 1984 1986 1988 1990 1992 1994 1996 1998 2000 2002 2004 2006 2008 2010 2012
----- End of picture text -----
Source: USDA, company data
The Group's agricultural segment demonstrated 63% revenue growth y-o-y driven mainly by a 52% increase in the volume of crop sales. The volume of export sales of crops increased over five-fold, and exports contributed 58% to the segment's revenues.
Sugar segment overview
In September, ASTARTA's sugar plants began the annual sugar production campaign. Fully provided with inputs and materials they continue the production season on schedule. As of the date of this report’s publication, the sugar plants processed 1.8 million tonnes of sugar beet and produced over 240 thousand tonnes of white sugar, which is over 18% of the total sugar production in Ukraine. As a result of continued plant modernization, the consumption of natural gas (per tonne of sugar beet processed) decreased 7% and the combined processing capacity increased 6%.
During the nine months of 2012, ASTARTA’s sugar sales volume grew 54% y-o-y. Despite domestic sugar price decline of nearly 31% y-o-y, sugar segment revenues increased by 8%. During the reporting period, ASTARTA used favourable market opportunities and exported more than 20 thousand tonnes of sugar that contributed 9% to sugar segment revenue. Molasses and pulp sales increased in volume terms by 24% and 20% respectively. Over 70% of sugar was sold to large confectioneries and soft drink producers.
The decreased area of sugar beet plantings in Ukraine this year and unfavourable weather conditions in the summer throughout the eastern and southern parts of the country resulted in a 13% reduction in the estimated sugar beet harvest for the country. This, combined with reduced sugar content, is expected to cause materially lower sugar production y-o-y. Currently, the need for cash by sugar producers to finance the beet processing campaign and availability of transitional stocks are putting pressure on sugar prices. Nevertheless, lower volumes of production in 2012, and the expected further decline in sugar output in 2013, should stimulate a recovery in domestic market prices. International sugar prices currently move sideways and are expected by many sector analysts to remain within the range for some quarters.
5
ASTARTA Holding N.V. Interim report for 9 months of 2012
Cattle farming segment overview
According to the State Statistics Committee of Ukraine, in the nine months of 2012 the Ukrainian dairy segment increased milk production by 2.6% versus the same period last year. While milk production by agricultural enterprises in Ukraine reportedly grew 13% y-o-y, milk production by households continued to decline due to a 0.2% decrease in the number of cows in the private sector, thus illustrating a gradual shift of milk production from households to enterprises. Currently, households produce almost 78% of milk and farms produce the remaining 22%.
Same time, the cattle farming segment of ASTARTA demonstrated strong growth. For the nine months of 2012, ASTARTA produced 64 thousand tonnes of milk (+28% y-o-y) which was driven by an increase in the number of cows to more than 15 thousand heads (+17%) and an increase in milk yields by 9%. Sales revenues for the segment grew 31% y-o-y.
The Group pays a lot of attention to increasing efficiency in the milk segment. As a part of the development strategy, ASTARTA initiated the construction of a heifer complex for 5000 heads in the Poltava region to facilitate the quick and efficient birth and evolving of additional heifers. This facility shall accelerate herd development and increase milk yields.
Material events during the reporting period
-
On 17 July 2012, “Astarta-Kyiv” LLC signed а Loan agreement with Ukrsotsbank for a UAH 250 mln. credit line approved for a 13 months period to finance working capital needs.
-
On 14 August 2012, “Astarta-Kyiv” LLC signed a Loan agreement with Universal Bank for a UAH 120 mln. credit line approved for a two year period to finance working capital needs.
-
On 20 September 2012, “Astarta-Kyiv” LLC signed a Loan agreement with “Credit Agricole” bank for a UAH 128 mln. credit line approved for a two year period to finance working capital needs.
Material events after the reporting period
- On 6 November 2012, “Astarta-Kyiv” and "Globinsky processing plant" LLC signed a Loan agreement with the International Finance Corporation for up to USD 40 mln. in a secured long-term loan for up to seven years.
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ASTARTA Holding N.V. Interim report for 9 months of 2012
Statement of the Board of Directors
REPRESENTATION
of the Board of Directors of ASTARTA Holding N.V. on the compliance of the condensed consolidated interim financial statements
The Board of Directors of ASTARTA Holding N.V. hereby represents that to the best of their knowledge the condensed consolidated interim financial statements of ASTARTA Holding N.V. for the nine months ended 30 September 2012 and the comparable information are prepared in accordance with the applicable accounting standards and that they give a true, fair and clear view of the assets, financial standing and financial results of ASTARTA Holding N.V., and that the interim statement for the nine months ended 30 September 2012 gives a true view of the developments, achievements and situation of the Company, including a description of the key risks and threats.
Board of Directors of ASTARTA Holding N.V.
V. Ivanchyk _(signed)
P. Rybin _(signed)
M.M.L.J. van Campen _(signed)___
V. Korotkov _ __(signed)___
W.T. Bartoszewski (signed)
12 November 2012,
Amsterdam, The Netherlands
Caution note regarding forward-looking statements Certain statements contained in this interim statement may constitute forecasts and estimates. There are risks, uncertainties and other factors that could cause actual results to differ from the forecasts and estimates, or implied by these forward-looking statements.
7
ASTARTA HOLDING N.V.
CONDENSED СONSOLIDATED INTERIM FINANCIAL STATEMENTS AS AT AND FOR THE THREE MONTHS ENDED 30 SEPTEMBER 2012
These condensed consolidated interim financial statements contain 30 pages
Astarta Holding N.V. Condensed consolidated interim financial statements as at and for the three months ended 30 September 2012
CONTENT
| CONDENSED CONSOLIDATED INTERIM STATEMENT OF FINANCIAL POSITION | 10 |
|---|---|
| CONDENSED CONSOLIDATED INTERIM INCOME STATEMENT FOR THE THREE MONTHS ENDED 30 | 12 |
| SEPTEMBER | |
| CONDENSED CONSOLIDATED INTERIM INCOME STATEMENT FOR THE NINE MONTHS ENDED 30 | 14 |
| SEPTEMBER | |
| CONDENSED CONSOLIDATED INTERIM STATEMENT OF COMPREHENSIVE INCOME FOR THE NINE | 16 |
| MONTHS ENDED 30 SEPTEMBER | |
| CONDENSED CONSOLIDATED INTERIM STATEMENT OF CASH FLOWS FOR THE NINE MONTHS | 18 |
| ENDED 30 SEPTEMBER | |
| CONDENSED CONSOLIDATED INTERIM STATEMENT OF CHANGES IN EQUITY FOR THE NINE | 20 |
| MONTHS ENDED 30 SEPTEMBER 2012 | |
| CONDENSED CONSOLIDATED INTERIM STATEMENT OF CHANGES IN EQUITY FOR THE NINE | 22 |
| MONTHS ENDED 30 SEPTEMBER 2011 | |
| SELECTED NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS | 24 |
Astarta Holding N.V.
Condensed consolidated interim financial statements as at and for the three months ended 30 September 2012
CONDENSED CONSOLIDATED INTERIM STATEMENT OF FINANCIAL POSITION AS AT
| (in thousands of Ukrainian hryvnias) ASSETS Non-current assets Property, plant and equipment Intangible assets Biological assets 5 Investments in equity accounted investees Financial instruments available-for-sale Long-term receivables Other long-term assets Long-term deposits Deferred tax assets Current assets Inventories 6 Biological assets 5 Trade accounts receivable Other accounts receivable and prepayments Current income tax Promissory notes available-for-sale Short-term deposits Cash and cash equivalents Total assets EQUITY AND LIABILITIES Equity Share capital Additional paid-in capital Retained earnings Revaluation surplus Currency translation adjustment Total equity attributable to equity holders of the company Non-controlling interests relating to open joint stock companies Total equity Non-current liabilities Loans and borrowings Non-controlling interests relating to limited liability companies Other long-term liabilities Promissory notes issued Deferred tax liabilities Current liabilities Short-term loans and borrowings Current portion of long-term loans and borrowings Trade accounts payable Current income tax Other liabilities and accounts payable Total equity and liabilities |
30 September 2012 (unaudited) 2,271,412 69,396 271,518 - 15,750 33 25,936 156,022 290 2,810,357 1,840,718 1,594,911 295,930 408,322 611 231 51,000 66,501 4,258,224 7,068,581 1,663 369,798 3,310,001 377,826 4,166 4,063,454 2,771 4,066,225 1,247,799 111,916 21,279 497 70,110 1,451,601 624,870 366,869 230,948 148 327,920 1,550,755 7,068,581 |
31 December 2011 (audited) 2,101,871 84,318 209,935 - 11,684 18,376 19,017 174,922 1,809 2,621,932 1,999,638 563,425 303,670 269,026 667 4 130,153 53,211 3,319,794 5,941,726 1,663 369,798 2,405,670 417,875 (1,693) 3,193,313 3,672 3,196,985 1,121,125 100,613 29,651 497 83,505 1,335,391 875,849 189,418 95,068 1,917 247,098 1,409,350 5,941,726 |
30 September 2011 (unaudited) 1,859,093 76,735 201,134 10,023 19,068 - 15,827 226,114 399 |
|---|---|---|---|
| 2,408,393 | |||
| 1,497,108 1,299,238 187,031 360,080 634 13,602 72,191 37,173 |
|||
| 3,467,057 | |||
| 5,875,450 | |||
| 1,663 369,416 2,479,540 427,350 (6,283) |
|||
| 3,271,686 | |||
| 1,144 | |||
| 3,272,830 | |||
| 943,941 93,499 24,822 - 74,946 |
|||
| 1,137,208 | |||
| 724,079 212,300 248,598 91 280,344 |
|||
| 1,465,412 | |||
| 5,875,450 |
10
Astarta Holding N.V.
Condensed consolidated interim financial statements as at and for the three months ended 30 September 2012
CONDENSED CONSOLIDATED INTERIM STATEMENT OF FINANCIAL POSITION AS AT
| (in thousands of Euros) ASSETS Non-current assets Property, plant and equipment Intangible assets Biological assets 5 Investments in equity accounted investees Financial instruments available-for-sale Long-term receivables Other long-term assets Long-term deposits Deferred tax assets Current assets Inventories 6 Biological assets 5 Trade accounts receivable Other accounts receivable and prepayments Current income tax Promissory notes available-for-sale Short-term deposits Cash and cash equivalents Total assets EQUITY AND LIABILITIES Equity Share capital Additional paid-in capital Retained earnings Revaluation surplus Currency translation adjustment Total equity attributable to equity holders of the company Non-controlling interests relating to open joint stock companies Total equity Non-current liabilities Loans and borrowings Non-controlling interests relating to limited liability companies Other long-term liabilities Promissory notes issued Deferred tax liabilities Current liabilities Short-term loans and borrowings Current portion of long-term loans and borrowings Trade accounts payable Current income tax Other liabilities and accounts payable Total equity and liabilities |
30 September 2012 (unaudited) 215,503 6,584 25,761 - 1,494 3 2,461 14,803 28 266,637 174,642 151,321 28,077 38,740 58 22 4,839 6,309 404,008 670,645 250 55,638 319,850 39,851 (30,060) 385,529 263 385,792 118,387 10,618 2,019 47 6,652 137,723 59,286 34,807 21,912 14 31,111 147,130 670,645 |
31 December 2011 30 September 2011 (audited) (unaudited) 201,715 171,424 8,092 7,076 20,148 18,546 - 924 1,121 1,758 1,764 - 1,826 1,459 16,787 20,850 174 37 251,627 222,074 191,904 138,047 54,071 119,800 29,143 17,246 25,819 33,203 64 58 - 1,254 12,491 6,657 5,106 3,427 318,598 319,692 570,225 541,766 250 250 55,638 55,603 232,329 237,401 43,651 44,655 (25,407) (36,232) 306,461 301,677 352 105 306,813 301,782 107,593 87,039 9,656 8,621 2,846 2,289 48 - 8,014 6,911 128,157 104,860 84,055 66,766 18,178 19,576 9,124 22,923 184 8 23,714 25,851 135,255 135,124 570,225 541,766 |
31 December 2011 30 September 2011 (audited) (unaudited) 201,715 171,424 8,092 7,076 20,148 18,546 - 924 1,121 1,758 1,764 - 1,826 1,459 16,787 20,850 174 37 251,627 222,074 191,904 138,047 54,071 119,800 29,143 17,246 25,819 33,203 64 58 - 1,254 12,491 6,657 5,106 3,427 318,598 319,692 570,225 541,766 250 250 55,638 55,603 232,329 237,401 43,651 44,655 (25,407) (36,232) 306,461 301,677 352 105 306,813 301,782 107,593 87,039 9,656 8,621 2,846 2,289 48 - 8,014 6,911 128,157 104,860 84,055 66,766 18,178 19,576 9,124 22,923 184 8 23,714 25,851 135,255 135,124 570,225 541,766 |
|---|---|---|---|
| 222,074 | |||
| 138,047 119,800 17,246 33,203 58 1,254 6,657 3,427 |
|||
| 319,692 | |||
| 541,766 | |||
| 250 55,603 237,401 44,655 (36,232) |
|||
| 301,677 | |||
| 105 | |||
| 301,782 | |||
| 87,039 8,621 2,289 - 6,911 |
|||
| 104,860 | |||
| 66,766 19,576 22,923 8 25,851 |
|||
| 135,124 | |||
| 541,766 |
11
Astarta Holding N.V. Condensed consolidated interim financial statements as at and for the three months ended 30 September 2012
CONDENSED CONSOLIDATED INTERIM INCOME STATEMENT FOR THE THREE MONTHS ENDED 30 SEPTEMBER
| (in thousands of Ukrainian hryvnias) Revenues 7 Cost of revenues Gain arising from remeasurement of agricultural produce to fair value Gross profit Changes in fair value of biological assets 12 Other operating income 8 General and administrative expense 9 Selling and distribution expense 10 Other operating expense 11 Profit from operations Finance costs 13 Finance income 13 Other income (expense) Gain on acquisition of subsidiaries Profit before tax Income tax (expense) benefit Net profit Net profit attributable to: Non-controlling interests of open joint stock company subsidiaries Equity holders of the company Net profit Weighted average basic and diluted shares outstanding (in thousands of shares) Basic and diluted earnings per share attributable to shareholders of the company (in Ukrainian hryvnias) |
2012 (unaudited) 935,883 (754,247) 166,040 347,676 115,548 7,475 (47,198) (40,401) (6,893) 376,207 (70,505) 5,719 8,587 - 320,008 (3,742) 316,266 (303) 316,569 316,266 25,000 12.66 |
2011 (unaudited) 806,636 (534,905) 159,061 |
|---|---|---|
| 430,792 | ||
| 87,564 4,290 (36,519) (39,198) (22,035) |
||
| 424,894 | ||
| (42,800) 7,894 (1,676) 26,607 |
||
| 414,919 | ||
| 1,818 | ||
| 416,737 | ||
| (9) 416,746 |
||
| 416,737 | ||
25,000 |
||
16.67 |
12
Astarta Holding N.V.
Condensed consolidated interim financial statements as at and for the three months ended 30 September 2012
CONDENSED CONSOLIDATED INTERIM INCOME STATEMENT FOR THE THREE MONTHS ENDED 30 SEPTEMBER
| (in thousands of Euros) Revenues 7 Cost of revenues Gain arising from remeasurement of agricultural produce to fair value Gross profit Changes in fair value of biological assets 12 Other operating income 8 General and administrative expense 9 Selling and distribution expense 10 Other operating expense 11 Profit from operations Finance costs 13 Finance income 13 Other income (expense) Gain on acquisition of subsidiaries Profit before tax Income tax (expense) benefit Net profit Net profit attributable to: Non-controlling interests of open joint stock company subsidiaries Equity holders of the company Net profit Weighted average basic and diluted shares outstanding (in thousands of shares) Basic and diluted earnings per share attributable to shareholders of the company (in Euros) |
2012 (unaudited) 92,088 (74,216) 16,338 34,210 11,370 736 (4,644) (3,975) (678) 37,019 (6,949) 575 845 - 31,490 (368) 31,122 (30) 31,152 31,122 25,000 1.25 |
2011 (unaudited) 71,189 (47,208) 14,038 |
|---|---|---|
| 38,019 | ||
| 7,728 379 (3,223) (3,459) (1,945) |
||
| 37,499 | ||
| (3,777) 697 (148) 2,348 |
||
| 36,619 | ||
| 160 36,779 |
||
(1) 36,780 |
||
36,779 |
||
25,000 |
||
1.47 |
13
Astarta Holding N.V.
Condensed consolidated interim financial statements as at and for the nine months ended 30 September 2012
CONDENSED CONSOLIDATED INTERIM INCOME STATEMENT FOR THE NINE MONTHS ENDED 30 SEPTEMBER
| (in thousands of Ukrainian hryvnias) Revenues Cost of revenues Gain arising from remeasurement of agricultural produce to fair value Gross profit Changes in fair value of biological assets Other operating income General and administrative expense Selling and distribution expense Other operating expense Profit from operations Finance costs Finance income Other income Gain on acquisition of subsidiaries Profit before tax Income tax benefit (expense) Net profit Net profit attributable to: Non-controlling interests of open joint stock company subsidiaries Equity holders of the company Net profit Weighted average basic and diluted shares outstanding (in thousands of shares) Basic and diluted earnings per share attributable to shareholders of the company (in Ukrainian hryvnias) |
2012 (unaudited) 2,442,413 (1,730,329) 4,021 716,105 537,165 20,205 (131,811) (112,254) (33,238) 996,172 (198,661) 27,042 9,637 23,664 857,854 9,354 867,208 (901) 868,109 867,208 25,000 34.72 |
2011 (unaudited) 2,114,293 (1,308,050) 79,410 |
|---|---|---|
| 885,653 | ||
| 405,097 7,553 (84,402) (74,211) (45,710) |
||
| 1,093,980 | ||
| (142,225) 21,364 11,979 104,001 |
||
| 1,089,099 | ||
| (31,046) | ||
| 1,058,053 | ||
| (47) 1,058,100 |
||
| 1,058,053 | ||
| 25,000 | ||
| 42.32 |
14
Astarta Holding N.V.
Condensed consolidated interim financial statements as at and for the nine months ended 30 September 2012
CONDENSED CONSOLIDATED INTERIM INCOME STATEMENT FOR THE NINE MONTHS ENDED 30 SEPTEMBER
| (in thousands of Euros) Revenues Cost of revenues Gain arising from remeasurement of agricultural produce to fair value Gross profit Changes in fair value of biological assets Other operating income General and administrative expense Selling and distribution expense Other operating expense Profit from operations Finance costs Finance income Other income Gain on acquisition of subsidiaries Profit before tax Income tax benefit (expense) Net profit Net profit attributable to: Non-controlling interests of open joint stock company subsidiaries Equity holders of the company Net profit Weighted average basic and diluted shares outstanding (in thousands of shares) Basic and diluted earnings per share attributable to shareholders of the company (in Euros) |
2012 (unaudited) 235,497 (167,176) 882 69,203 52,013 1,948 (12,706) (10,815) (3,195) 96,448 (19,166) 2,609 944 2,267 83,102 900 84,002 (87) 84,089 84,002 25,000 3.36 |
2011 (unaudited) 187,334 (115,721) 7,029 |
|---|---|---|
| 78,642 | ||
| 35,515 675 (7,508) (6,585) (4,050) |
||
| 96,689 | ||
| (12,642) 1,899 1,046 9,197 |
||
| 96,189 | ||
| (2,706) | ||
| 93,483 | ||
| (5) 93,488 |
||
| 93,483 | ||
| 25,000 | ||
| 3.74 |
15
Astarta Holding N.V.
Condensed consolidated interim financial statements as at and for the nine months ended 30 September 2012
CONDENSED CONSOLIDATED INTERIM STATEMENT OF COMPREHENSIVE INCOME FOR THE NINE MONTHS ENDED 30 SEPTEMBER
| (in thousands of Ukrainian hryvnias) Net profit Other comprehensive income (loss) Currency translation differences Other comprehensive income (loss), net of tax Total comprehensive income Attributable to: Non-controlling interests of open joint stock company subsidiaries Equity holders of parent company Total comprehensive income as at 30 September |
2012 (unaudited) 867,208 5,859 5,859 873,067 (901) 873,968 873,067 |
2011 (unaudited) 1,058,053 (3,521) |
|---|---|---|
| (3,521) | ||
| 1,054,532 | ||
| (47) 1,054,579 |
||
| 1,054,532 |
16
Astarta Holding N.V.
Condensed consolidated interim financial statements as at and for the nine months ended 30 September 2012
CONDENSED CONSOLIDATED INTERIM STATEMENT OF COMPREHENSIVE INCOME FOR THE NINE MONTHS ENDED 30 SEPTEMBER
| (in thousands of Euros) Net profit Other comprehensive income (loss) Currency translation differences Other comprehensive income (loss), net of tax Total comprehensive income (loss) Attributable to: Non-controlling interests of open joint stock company subsidiaries Equity holders of parent company Total comprehensive income as at 30 September |
2012 (unaudited) 84,002 (4,655) (4,655) 79,347 (89) 79,436 79,347 |
2011 (unaudited) 93,483 (1,142) |
|---|---|---|
| (1,142) | ||
| 92,341 | ||
| (7) 92,348 |
||
| 92,341 |
17
Astarta Holding N.V.
Condensed consolidated interim financial statements as at and for the nine months ended 30 September 2012
CONDENSED CONSOLIDATED INTERIM STATEMENT OF CASH FLOWS FOR THE NINE MONTHS ENDED 30 SEPTEMBER
| ONTHS ENDED 30 SEPTEMBER | ||
|---|---|---|
| (in thousands of Ukrainian hryvnias) Operating activities Profit before tax Adjustments for: Depreciation and amortization (Recovery of) allowance for impairement of trade and other AR Gain on acquisition of subsidiaries 4 (Gain) loss on sales of property, plant and equipment Write down of inventories Finance income Interest expense Gain from changes in fair value of biological assets Loss arising from remeasurement of agricultural produce to fair value Loss from promissory note transactions Written off assets recovered Non-controlling interests of limited liability company subsidiaries Forex loss on loans and borrowings Working capital adjustments: Decrease (increase) in inventories Increase in trade and other receivables Increase in biological assets due to other changes Increase in trade and other payables Income taxes paid Interest paid Cash flows provided by operating activities Investing activities Purchase of property, plant and equipment, intangible assets and other non-current assets Proceeds from sales of property, plant and equipment Purchase of long-term investments Sale of promissory notes available-for-sale Interest received Acquisition of subsidiaries net of cash acquired 4 Deposits withdrawal (placement) Cash flows used in investing activities Financing activities Proceeds from loans and borrowings Principal payments on loans and borrowings Transaction costs on loans and borrowings Dividends paid to non-controlling interest shareholders of subsidiaries Cash flows provided by financing activities Net increase in cash and cash equivalents Cash and cash equivalents as at 1 January Cash and cash equivalents as at 30 September |
2012 (unaudited) 857,854 193,530 (3,199) (23,664) (1,270) 2,858 (27,042) 164,079 (537,165) (4,021) 4,305 (3,728) 22,868 11,454 178,661 (101,890) (541,314) 195,390 (3,316) (141,120) 243,270 (353,635) 1,459 (4,066) - 18,322 (582) 98,053 (240,449) 1,166,681 (1,122,293) (25,937) (7,982) 10,469 13,290 53,211 66,501 |
2011 (unaudited) 1,089,099 135,448 14,272 (104,001) 6,282 1,763 (21,364) 115,149 (405,097) (79,410) - (2,729) 23,129 3,221 (115,797) (218,877) (446,625) 228,143 (2,581) (78,654) |
| 141,371 | ||
| (444,025) 2,469 (4,773) (10,888) 17,823 (60,574) (287,327) |
||
| (798,934) | ||
| 1,616,202 (901,706) (31,632) - |
||
| 682,864 | ||
| 25,301 11,872 |
||
| 37,173 |
18
Astarta Holding N.V.
Condensed consolidated interim financial statements as at and for the nine months ended 30 September 2012
CONDENSED CONSOLIDATED INTERIM STATEMENT OF CASH FLOWS FOR THE NINE MONTHS ENDED 30 SEPTEMBER
| ONTHS ENDED 30 SEPTEMBER | ||
|---|---|---|
| (in thousands of Euros) Operating activities Profit before tax Adjustments for: Depreciation and amortization (Recovery of) allowance for impairement of trade and other AR Gain on acquisition of subsidiaries 4 (Gain) loss on sales of property, plant and equipment Write down of inventories Finance income Interest expense Gain from changes in fair value of biological assets Loss arising from remeasurement of agricultural produce to fair value Loss from promissory note transactions Written off assets recovered Non-controlling interests of limited liability company subsidiaries Forex loss on loans and borrowings Working capital adjustments: Decrease (increase) in inventories Increase in trade and other receivables Increase in biological assets due to other changes Increase in trade and other payables Income taxes paid Interest paid Cash flows provided by operating activities Investing activities Purchase of property, plant and equipment, intangible assets and other non-current assets Proceeds from sales of property, plant and equipment Purchase of long-term investments Sale of promissory notes available-for-sale Interest received Acquisition of subsidiaries net of cash acquired 4 Deposits withdrawal (placement) Cash flows used in investing activities Financing activities Proceeds from loans and borrowings Principal payments on loans and borrowings Transaction costs on loans and borrowings Dividends paid to non-controlling interest shareholders of subsidiaries Cash flows provided by financing activities Net increase in cash and cash equivalents Cash and cash equivalents as at 1 January Currency translation difference Cash and cash equivalents as at 30 September |
2012 (unaudited) 83,102 18,612 (308) (2,267) (122) 275 (2,609) 15,830 (52,013) (882) 415 (365) 2,206 1,102 17,070 (9,797) (50,821) 18,790 (319) (13,571) 24,328 (34,009) 140 (391) - 1,768 (55) 9,303 (23,244) 112,198 (107,929) (2,494) (768) 1,007 2,091 5,106 (888) 6,309 |
2011 (unaudited) 96,189 12,009 1,268 (9,197) 558 157 (1,899) 10,235 (35,515) (7,029) - (238) 2,056 286 (10,310) (19,420) (40,139) 20,265 (229) (6,986) |
| 12,061 | ||
| (40,474) 219 (424) (967) 1,584 (5,357) (26,494) |
||
| (71,913) | ||
| 143,558 (80,093) (2,810) - |
||
| 60,655 | ||
| 803 1,121 1,503 |
||
| 3,427 |
19
Astarta Holding N.V.
Condensed consolidated interim financial statements as at and for the nine months ended 30 September 2012
CONDENSED CONSOLIDATED INTERIM STATEMENT OF CHANGES IN EQUITY FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2012
| (in thousands of Ukrainian hryvnias) As at 1 January 2012 Net profit (loss) Other comprehensive income, net of tax Total comprehensive income Acquisitions from non-controlling shareholders and other changes Realisation of revaluation surplus, net of tax As at 30 September 2012 |
Share capital (unaudited) 1,663 - - - - - 1,663 |
Additional paid-in capital (unaudited) 369,798 - - - - - 369,798 |
Retained earnings (unaudited) 2,405,670 868,109 - 868,109 (3,827) 40,049 3,310,001 |
Revaluation surplus (unaudited) 417,875 - - - - (40,049) 377,826 |
Currency translation adjustment (unaudited) (1,693) - 5,859 5,859 - - 4,166 |
Sub - total (unaudited) 3,193,313 868,109 5,859 873,968 (3,827) - 4,063,454 |
Non- controlling interests (unaudited) 3,672 (901) - (901) - - 2,771 |
Total equity (unaudited) 3,196,985 |
|---|---|---|---|---|---|---|---|---|
| 867,208 5,859 873,067 (3,827) - |
||||||||
| 4,066,225 |
20
Astarta Holding N.V.
Condensed consolidated interim financial statements as at and for the nine months ended 30 September 2012
CONDENSED CONSOLIDATED INTERIM STATEMENT OF CHANGES IN EQUITY FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2012
| (in thousands of Euros) As at 1 January 2012 Net profit (loss) Other comprehensive loss, net of tax Total comprehensive income Acquisitions from non-controlling shareholders and other changes Realisation of revaluation surplus, net of tax As at 30 September 2012 |
Share capital (unaudited) 250 - - - - - 250 |
Attributable to equity holders of the company Additional paid-in capital Retained earnings Revaluation surplus (unaudited) (unaudited) (unaudited) 55,638 232,329 43,651 - 84,089 - - - - - 84,089 - - (368) - - 3,800 (3,800) 55,638 319,850 39,851 |
Currency translation adjustment (unaudited) (25,407) - (4,653) (4,653) - - (30,060) |
Sub - total (unaudited) 306,461 84,089 (4,653) 79,436 (368) - 385,529 |
Non- controlling interests (unaudited) 352 (87) (2) (89) - - 263 |
Total equity (unaudited) 306,813 |
|---|---|---|---|---|---|---|
| 84,002 (4,655) 79,347 (368) - |
||||||
| 385,792 |
21
Astarta Holding N.V.
Condensed consolidated interim financial statements as at and for the nine months ended 30 September 2012
CONDENSED CONSOLIDATED INTERIM STATEMENT OF CHANGES IN EQUITY FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2011
Attributable to equity holders of the company
| (in thousands of Ukrainian hryvnias) As at 1 January 2011 Net profit Other comprehensive loss, net of tax Total comprehensive income Acquisitions from non-controlling shareholders and other changes Realisation of revaluation surplus, net of tax Other changes As at 30 September 2011 |
Share capital (unaudited) 1,663 - - - - - - 1,663 |
Additional paid-in capital (unaudited) 369,798 - - - - - (382) 369,416 |
Retained earnings (unaudited) 1,391,589 1,058,100 - 1,058,100 4,753 25,098 - 2,479,540 |
Revaluation surplus (unaudited) 452,448 - - - - (25,098) - 427,350 |
Currency translation adjustment (unaudited) (2,762) - (3,521) (3,521) - - - (6,283) |
Sub - total (unaudited) 2,212,736 1,058,100 (3,521) 1,054,579 4,753 - (382) 3,271,686 |
Non- controlling interests (unaudited) 1,191 - - (47) - - - 1,144 |
Total equity (unaudited) 2,213,927 |
|---|---|---|---|---|---|---|---|---|
| 1,058,100 (3,521) 1,054,532 4,753 - (382) |
||||||||
| 3,272,830 |
22
Astarta Holding N.V.
Condensed consolidated interim financial statements as at and for the nine months ended 30 September 2012
CONDENSED CONSOLIDATED INTERIM STATEMENT OF CHANGES IN EQUITY FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2011
| (in thousands of Euros) As at 1 January 2011 Net profit Other comprehensive loss, net of tax Total comprehensive income Acquisitions from non-controlling shareholders and other changes Realisation of revaluation surplus, net of tax Other changes As at 30 September 2011 |
Share capital (unaudited) 250 - - - - - - 250 |
Attributable to equity holders of the company Additional paid-in capital Retained earnings Revaluation surplus (unaudited) (unaudited) (unaudited) 55,638 141,177 46,969 - 93,488 - - - - - 93,488 - - 422 - - 2,314 (2,314) (35) - - 55,603 237,401 44,655 |
Currency translation adjustment (unaudited) (35,092) - (1,140) (1,140) - - - (36,232) |
Sub - total (unaudited) 208,942 93,488 (1,140) 92,348 422 - (35) 301,677 |
Non- controlling interests (unaudited) 112 (5) (2) (7) - - - 105 |
Total equity (unaudited) 209,054 |
|---|---|---|---|---|---|---|
| 93,483 (1,142) 92,341 422 - (35) |
||||||
| 301,782 |
23
Astarta Holding N.V. Condensed consolidated interim financial statements as at and for the three months ended 30 September 2012
1 BACKGROUND
These condensed consolidated interim financial statements of ASTARTA Holding N.V. (the Company) for the three months ended 30 September 2012 were authorized for issue in accordance with a resolution of the directors on 12 November 2012.
The Company is a Dutch public company incorporated in Amsterdam, the Netherlands, on 9 June 2006 under Dutch law.
The Company’s legal address is Koningslaan 17, 1075 AA, Amsterdam, the Netherlands.
On 4 July 2006 the shareholders of the Company contributed their shares in the Cyprus based company Ancor Investments Ltd to ASTARTA Holding N.V. After the contribution, ASTARTA Holding N.V. owns 100% of share capital of Ancor Investment Ltd.
Ancor Investments Ltd owns 99.98% of the capital of LLC Firm “Astarta-Kyiv” (Astarta-Kyiv) registered in Ukraine, which in turn controls a number of Ukrainian subsidiaries (hereinafter the Company and its subsidiaries are collectively referred to as the “Group”).
The Group specializes in sugar production, crop growing and cattle farming. The croplands, sugar plants and cattle operations are mainly located in the Poltava, Vinnytsia, Khmelnytsky and Kharkiv oblasts (administrative regions) of Ukraine. The Group's business is vertically integrated because sugar is produced primarily using own-grown sugar beet.
During nine months ended 30 September 2012 the Group completed acquisitions of 4 companies (note 4) and established the following subsidiaries:
| Subsidiary | Date of |
|---|---|
| establishment | |
| LLC "Tsukragroprom" | 13.09.2012 |
| LLC "Agricultural company Slobozhansk'ka | 27.08.2012 |
| Zhytnitsa" | |
| LLC "Volochys'k-tsukor" | 27.08.2012 |
| LLC "Globyns'kiy tsukor | 31.08.2012 |
As at 30 September 2012 Astarta Holding N.V. owns shares, directly and indirectly, in a number of subsidiaries and an associate with the following percentage of ownership:
| 30 September | 31 December | 30 September | ||
|---|---|---|---|---|
| 2012 | 2011 | 2011 | ||
| Name | Activity | % of ownership | % of ownership | % of ownership |
| Subsidiaries: | ||||
| Ancor Investments Ltd | Investment activities | 100.00% | 100.00% | 100.00% |
| LLC Firm “Astarta-Kyiv” | Asset management | 99.98% | 99.98% | 99.98% |
| LLC “APO “Tsukrovyk Poltavshchyny” | Sugar production | 99.25% | 98.53% | 98.53% |
| LLC “Agricultural company “Dovzhenko” | Agricultural | 97.03% | 97.03% | 97.03% |
| LLC “Shyshaki combined forage factory” | Fodder production | 90.56% | 82.71% | 82.71% |
| LLC “Agricultural company “Dobrobut” | Agricultural | 98.24% | 98.11% | 98.11% |
| LLC “Agricultural company “Musievske” | Agricultural | 89.98% | 89.98% | 89.98% |
| LLC Globino canning factory “Globus” | Canning production, |
|||
| trade | 99.98% | 99.98% | 99.98% | |
| LLC “Dobrobut” (Novo-Sanzharskiy region) | Agricultural | 99.98% | 99.98% | 99.98% |
| OJSC “Agricultural company | Agricultural | |||
| “Agrocomplex” | 83.80% | 83.80% | 83.80% | |
| OJSC “Agricultural company “Zhdanivske” | Agricultural | 97.97% | 97.97% | 97.97% |
| LLC “Investment company | Agricultural | |||
| “Poltavazernoproduct” | 98.68% | 98.33% | 98.33% | |
| LLC “List-Ruchky” | Agricultural | 74.99% | 74.99% | 74.99% |
| LLC “Agropromgaz” | Trade | 89.98% | 89.98% | 89.98% |
| LLC “Khmilnitske” | Agricultural | 99.09% | 99.06% | 99.19% |
24
Astarta Holding N.V.
Condensed consolidated interim financial statements as at and for the three months ended 30 September 2012
| 30 September | 31 December | 30 September | ||
|---|---|---|---|---|
| 2012 | 2011 | 2011 | ||
| Name | Activity | % of ownership | % of ownership | % of ownership |
| LLC “Volochysk-Agro” | Agricultural | 97.48% | 92.79% | 92.79% |
| LLC “Agricultural company “Mirgorodska” | Agricultural | 89.98% | 89.98% | 89.98% |
| LLC “Kobelyatskiy combined forage | Fodder production | |||
| factory” | 98.56% | 97.26% | 97.26% | |
| LLC “named after Ostrovskiy” | Agricultural | 74.99% | 74.99% | 74.99% |
| SC “Agricultural company “Agro-Kors” | Agricultural | 99.98% | 99.98% | 99.98% |
| LLC “Agricultural company “Khorolska” | Agricultural | 99.88% | 99.88% | - |
| LLC “Lan” | Agricultural | 99.98% | -* | -* |
| LLC “Nika” | Agricultural | 98.98% | 99.98% | 99.98% |
| LLC “Zhytnytsya Podillya” | Agricultural | 74.99% | 74.99% | 74.99% |
| LLC “Astarta-Selektsiya” | Research and | |||
| development | 74.99% | 74.99% | 74.99% | |
| LLC “Tarasivske” | Agricultural | -*** | 97.98% | 97.98% |
| LLC “Agro-Tradex” | Trade | - | 99.97% | 99.97% |
| LLC “Zorya” | Agricultural | -*** | 99.48% | 99.48% |
| LLC “Agrosvit Savyntsi” | Agricultural | 98.98% | 98.98% | 98.98% |
| LLC “Pershe Travnya” | Agricultural | 89.98% | 89.98% | 89.98% |
| LLC “Kolos” | Agricultural | 89.98% | 89.98% | 89.98% |
| LLC “Khorolskiy combined forage factory” | Fodder production | 99.98% | 92.77% | 92.77% |
| PC “Lan-M” | Agricultural | 99.98% | 99.98% | 99.98% |
| LLC “Agricultural company “named after | Agricultural | |||
| Vatutin” | -*** | 79.98% | 79.98% | |
| LLС “named after Vorovskiy” | Agricultural | -*** | 99.98% | 99.98% |
| OJSC “Novoivanivskiy sugar plant” | Sugar production | 94.28% | 94.28% | - |
| PС “Kumanivske” | Agricultural | -*** | 99.98% | - |
| LLC “Zarichya” | Agricultural | 99.98% | 99.98% | - |
| LLC “Zbruch” | Agricultural | -*** | 99.98% | - |
| LLC “Geoexpertservice” | Agricultural | 98.68% | 98.33% | - |
| LLC “Investpromgaz” | Trade | 99.93% | - | - |
| LLC "Tsukragromprom" | Trade | 99.91% | - | - |
| LLC "Agricultural company Slobozhansk'ka | Agricultural | |||
| Zhytnitsa" | 50.99% | - | - | |
| LLC "Volochys'k-tsukor" | Trade | 97.48% | - | - |
| LLC "Globyns'kiy tsukor | Sugar production | 98.68% | - | - |
- agri-companies in the process of deregistration with the state authorities
**Name of the subsidiary "Globino canning factory “Globus” was chaneged to LLC “Globino processing factory “Globus”
***LLС “named after Vorovskiy” was merged with LLC “Agricultural company “Dobrobut” ; PС “Kumanivske” and LLC "Zbruch" were merged with LLC “Volochysk-Agro”; LLC “Tarasivske”, LLC “Zorya” and LLC “Agricultural company “named after Vatutin” were merged with LLC “Agricultural company “Khorolska”
Associate: LLC “Agricultural company “Pokrovska”
Agricultural 49.99% 49.99% 49.99%
25
Astarta Holding N.V. Condensed consolidated interim financial statements as at and for the three months ended 30 September 2012
2 BASIS OF PREPARATION
These condensed consolidated interim financial statements for the three months ended 30 September 2012 have been prepared in accordance with IAS 34 Interim Financial Reporting.
These condensed consolidated interim financial statements do not include all the information and disclosures required in the annual financial statements, and should be read in conjunction with the Company’s annual financial statements for the year ended 31 December 2011 which have been prepared in accordance with IFRS.
New standards, interpretations and amendments thereof, adopted by the Group
The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Group’s annual financial statements for the year ended 31 December 2011.
The following amendments to IFRSs standards did not have any impact on the accounting policies, financial position or performance of the Group:
IAS 12 - Deferred Tax: Recovery of Underlying Assets (Amendment)
This amendment to IAS 12 includes a rebuttable presumption that the carrying amount of investment property measured using the fair value model in IAS 40 will be recovered through sale and, accordingly, that any related deferred tax should be measured on a sale basis. The presumption is rebutted if the investment property is depreciable and it is held within a business model whose objective is to consume substantially all of the economic benefits in the investment property over time, rather than through sale. Specifically,
IAS 12 will require that deferred tax arising from a non-depreciable asset measured using the revaluation model in IAS 16 should always reflect the tax consequences of recovering the carrying amount of the underlying asset through sale. Effective implementation date is for annual periods beginning on or after 1 January 2012.
The Group has both investment properties at fair value and assets under IAS 16 valued under the revaluation model. The jurisdictions in which the Group operates do not have a different tax charge for sale or consumption of the assets. While the amendment is applicable, it has no impact on the financial statement of the Group.
IFRS 7 - Disclosures - Transfers of financial assets (Amendment)
The IASB issued an amendment to IFRS 7 that enhances disclosures for financial assets. These disclosures relate to assets transferred (as defined under IAS 39). If the assets transferred are not derecognised entirely in the financial statements, an entity has to disclose information that enables users of financial statements to understand the relationship between those assets which are not derecognised and their associated liabilities.
If those assets are derecognised entirely, but the entity retains a continuing involvement, disclosures have to be provided that enable users of financial statements to evaluate the nature of, and risks associated with, the entity’s continuing involvement in those derecognised assets. Effective implementation date is for annual periods beginning on or after 1 July 2011 with no comparative requirements.
IFRS 1 - Severe Hyperinflation and Removal of Fixed Dates for First-time Adopters (Amendment)
When an entity’s date of transition to IFRS is on or after the functional currency normalisation date, the entity may elect to measure all assets and liabilities held before the functional currency normalisation date, at fair value on the date of transition to IFRS. This fair value may be used as the deemed cost of those assets and liabilities in the opening IFRS statement of financial position. However, this exemption may only be applied to assets and liabilities that were subject to severe hyperinflation. Effective implementation date is for annual periods beginning on or after 1 July 2011 with early adoption permitted. The Group has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective.
26
Astarta Holding N.V. Condensed consolidated interim financial statements as at and for the three months ended 30 September 2012
3 SIGNIFICANT ACCOUNTING POLICIES
The accounting policies and methods of computation adopted in the preparation of these condensed consolidated interim financial statements are the same as those applied by the Group in its annual financial statements for the year ended 31 December 2011.
The principal Ukrainian Hryvnia (“UAH”) exchange rates used in the preparation of the condensed consolidated interim financial statements are as follows:
| Currency | Average reporting period rate |
Reporting | date rate |
|---|---|---|---|
| 2012 2011 |
2012 | 2011 | |
| EUR | 10.3984 11.2582 |
10.5400 | 10.8400 |
| USD | 8.1240 7.9833 |
8.1200 | 7.9430 |
4 BUSINESS COMBINATIONS
During the nine months ended 30 September 2012, the Group completed acquisitions of 4 entities. The purchase consideration consisted only of cash, and the direct costs related to these acquisitions are not significant.
| Name | Country of incorporation |
Activity | Date of acquisition |
% of ownership as at the date of aquisition |
|---|---|---|---|---|
| PC "Mir" | Ukraine | Agricultural | 01.01.2012 | 99.06% |
| LLC “Agricultural company "Pershe travnya” | Ukraine | Agricultural | 07.01.2012 | 89.98% |
| LLC “Agricultural company "Kolos” | Ukraine | Agricultural | 21.02.2012 | 89.98% |
| LLC "Investpromgaz" | Ukraine | Trade | 01.04.2012 | 99.93% |
The fair value of land lease rights acquired is recognized as part of the identifiable intangible assets at the date of acquisition. Management commissioned an independent appraiser to determine the fair value of the land lease rights.
PC “Mir”, LLC “Agricultural company "Pershe travnya”, LLC “Agricultural company "Kolos” were correspondingly consolidated into a business unit LLC “Volochysk-Agro”, LLC “Pershe Travnya” and LLC “Kolos” at the acquisition date. From the dates of acquisition the net loss incurred by acquired companies amounted to UAH 50 thousand (EUR 4.6 thousand).
For the business combinations in 2012 and 2011 there are no significant differences between fair value and carrying value of acquired assets and liabilities. Non-controlling interest is measured as the noncontrolling interests' proportionate share of the acquiree's identifiable net assets.
The acquisition of the companies had the following effect on assets and liabilities, which are stated at their fair values, as at the date they were acquired:
27
Astarta Holding N.V.
Condensed consolidated interim financial statements as at and for the three months ended 30 September 2012
| Non-current assets Property, plant and equipment Non-current biological assets Intangible and other non-current assets Current assets Inventories Current biological assets Other accounts receivable and prepayments Cash and cash equivalents Non-current liabilities Other long-term liabilities Non-controlling interest Current liabilities Trade accounts payable Other liabilities and accounts payable Net identifiable assets, liabilities and contingent liabilities Excess of net assets acquired over consideration paid : acquisitions from third parties Consideration paid Cash acquired Net cash outflow |
Recognised fair value at acquisition |
Recognised fair value at acquisition |
|---|---|---|
| (in thousands of Ukrainian hryvnias) (unaudited) 9,917 1,588 964 14,850 13,002 3,674 17 (17,353) (227) (104) (2,065) 24,263 23,664 (599) 17 (582) |
(in thousands of Euros) (unaudited) 943 152 92 1,423 1,245 360 2 (1,662) (22) (10) (199) |
|
| 2,324 | ||
| 2,267 (57) 2 |
||
| (55) |
During the nine months ended 30 September 2011, the Group completed acquisitions of 16 entities. The purchase consideration consisted only of cash, and the direct costs related to these acquisitions are not significant.
| ot significant. | ||||
|---|---|---|---|---|
| Name | Country of incorporation |
Activity | Date of acquisition |
% of ownership as at the date of aquisition |
| LLC “Tarasivske” | Ukraine | Agricultural | 04.02.2011 | 97.98% |
| LLC “Nika” | Ukraine | Agricultural | 11.02.2011 | 99.98% |
| LLC “Zhytnytsya Podillya” | Ukraine | Agricultural | 21.02.2011 | 74.99% |
| PC “Valmer” | Ukraine | Agricultural | 25.02.2011 | 99.98% |
| LLC “Zdobutok” | Ukraine | Agricultural | 31.03.2011 | 99.98% |
| LLC “Chervona Zirka” | Ukraine | Agricultural | 31.03.2011 | 99.98% |
| LLC “Niva” | Ukraine | Agricultural | 04.04.2011 | 99.98% |
| PC “Ukraine” | Ukraine | Agricultural | 18.04.2011 | 98.75% |
| LLC “Lan-Invest” | Ukraine | Agricultural | 04.05.2011 | 99.98% |
| AC “Oriy” | Ukraine | Agricultural | 25.05.2011 | 99.98% |
| LLC “Zorya” | Ukraine | Agricultural | 02.06.2011 | 99.13% |
| PC “named after Suvorov” | Ukraine | Agricultural | 09.06.2011 | 99.98% |
| LLC “Khorolsky combined forage factory” | Ukraine | Agricultural | 22.07.2011 | 92.77% |
| PC “Lan-M” | Ukraine | Agricultural | 04.08.2011 | 99.98% |
| LLC “Agricultural company “named after Vatutin” | Ukraine | Agricultural | 23.08.2011 | 79.98% |
| LLС “named after Vorovsky” | Ukraine | Agricultural | 13.09.2011 | 99.98% |
28
Astarta Holding N.V. Condensed consolidated interim financial statements as at and for the three months ended 30 September 2012
The acquisition of the companies had the following effect on assets and liabilities, which are stated at their fair values, as at the date they were acquired:
| Non-current assets Property, plant and equipment Construction in progress Non-current biological assets Intangible and other non-current assets Current assets Inventories Current biological assets Trade accounts receivable Other accounts receivable and prepayments Cash and cash equivalents Non-current liabilities Long-term loans and borrowings Other long-term liabilities Current liabilities Short-term loans and borrowings Trade accounts payable Other liabilities and accounts payable Non-controlling interest acquired Net identifiable assets, liabilities and contingent liabilities Excess of net assets acquired over consideration paid : acquisitions from third parties Goodwill Consideration paid Cash acquired Net cash outflow |
Recognised fair value at acquisition |
Recognised fair value at acquisition |
|---|---|---|
| (in thousands of Ukrainian hryvnias) (unaudited) 63,919 2,911 10,127 39,097 35,293 67,917 1,746 12,086 12,488 (196) (10,470) (1,750) (14,396) (37,057) (8,338) 173,377 104,001 (3,686) (73,062) 12,488 (60,574) |
(in thousands of Euros) (unaudited) 5,649 257 896 3,457 3,121 6,006 154 1,077 1,104 (17) (926) (155) (1,273) (3,277) (737) |
|
| 15,336 | ||
| 9,197 (322) (6,461) 1,104 |
||
| (5,357) |
29
Astarta Holding N.V. Condensed consolidated interim financial statements as at and for the three months ended 30 September 2012
5 BIOLOGICAL ASSETS
As at 30 September biological assets comprise the following groups:
| (in thousands of Ukrainian hryvnias) Non-current biological assets: Cattle Other livestock Current biological assets: Cattle Other livestock Crops: Sugar beet Corn Soy Wheat Sunflower Rye Barley Rape Buckwheat Peas Oats Total biological assets |
30 September 2012 Units Amount (unaudited) 13,735 267,943 3,575 271,518 15,570 222,455 7,640 230,095 Hectares 36,851 860,862 30,548 367,446 7,817 67,512 14,778 58,654 904 8,114 1,012 2,228 - - - - - - - - - - 91,910 1,364,816 1,594,911 1,866,429 |
31 December 2011 Units Amount (audited) 12,562 206,485 3,450 209,935 15,650 194,752 6,709 201,461 Hectares - - - - - - 51,299 352,369 - - 1,448 3,122 1,823 6,255 88 218 - - - - - - 54,658 361,964 563,425 773,360 |
30 September 2011 | 30 September 2011 |
|---|---|---|---|---|
| Units 13,735 15,570 Hectares 36,851 30,548 7,817 14,778 904 1,012 - - - - - 91,910 |
Units 12,562 15,650 Hectares - - - 51,299 - 1,448 1,823 88 - - - 54,658 |
Units 11,756 15,490 Hectares 30,091 31,217 1,744 44,500 2,573 79 134 - 52 74 9 110,473 |
Amount (unaudited) 196,860 4,274 |
|
| 201,134 | ||||
| 204,868 9,491 |
||||
| 214,359 | ||||
| 399,433 454,504 7,544 204,750 17,335 453 526 - 205 66 63 |
||||
| 1,084,879 | ||||
| 1,299,238 | ||||
| 1,500,372 |
30
Astarta Holding N.V. Condensed consolidated interim financial statements as at and for the three months ended 30 September 2012
As at 30 September biological assets comprise the following groups:
| (in thousands of Euros) Non-current biological assets: Cattle Other livestock Current biological assets: Cattle Other livestock Crops: Sugar beet Corn Soy Wheat Sunflower Rye Barley Rape Buckwheat Peas Oats Total biological assets |
30 September 2012 Units Amount (unaudited) 13,735 25,422 339 25,761 15,570 21,106 726 21,832 Hectares 36,851 81,676 30,548 34,862 7,817 6,405 14,778 5,565 904 770 1,012 211 - - - - - - - - - - 91,910 129,489 151,321 177,082 |
31 December 2011 Units Amount (audited) 12,562 19,816 332 20,148 15,650 18,690 644 19,334 Hectares - - - - - - 51,299 33,817 - - 1,448 300 1,823 600 88 20 - - - - - - 54,658 34,737 54,071 74,219 |
30 September 2011 | 30 September 2011 |
|---|---|---|---|---|
| Units 13,735 15,570 Hectares 36,851 30,548 7,817 14,778 904 1,012 - - - - - 91,910 |
Units 12,562 15,650 Hectares - - - 51,299 - 1,448 1,823 88 - - - 54,658 |
Units Amount (unaudited) 11,756 18,152 394 18,546 15,490 18,891 875 19,766 Hectares 30,091 36,831 31,217 41,909 1,744 696 44,500 18,880 2,573 1,598 79 42 134 49 - - 52 19 74 5 9 5 110,473 100,034 119,800 138,346 |
||
| 18,546 | ||||
| 18,891 875 |
||||
| 19,766 | ||||
| 36,831 41,909 696 18,880 1,598 42 49 - 19 5 5 |
||||
| 100,034 | ||||
| 119,800 | ||||
| 138,346 |
31
Astarta Holding N.V.
Condensed consolidated interim financial statements as at and for the three months ended 30 September 2012
6 INVENTORIES
Inventories are as follows:
| (in thousands of Ukrainian hryvnias) Finished goods: Sugar and sugar production Sugar beet Agricultural produce Cattle farming Other production Raw materials and consumables for: Sugar and sugar production Agricultural produce Cattle farming Other production Investments into future crops |
30 September 2012 (unaudited) 217,436 73,564 681,665 945 5,776 285,015 175,890 97,283 697 302,447 1,840,718 |
31 December 2011 (audited) 952,961 - 490,704 689 5,143 33,795 68,702 63,756 1,353 382,535 1,999,638 |
30 September 2011 (unaudited) 210,280 42,869 515,314 872 24,127 199,640 167,830 68,519 3,359 264,298 |
|---|---|---|---|
| 1,497,108 |
Inventories are as follows:
| (in thousands of Euros) Finished goods: Sugar and sugar production Sugar beet Agricultural produce Cattle farming Other production Raw materials and consumables for: Sugar and sugar production Agricultural produce Cattle farming Other production Investments into future crops |
30 September 2012 (unaudited) 20,630 6,980 64,674 90 548 27,041 16,688 9,230 65 28,696 174,642 |
31 December 2011 (audited) 91,455 - 47,093 66 493 3,243 6,593 6,119 130 36,712 191,904 |
30 September 2011 (unaudited) 19,390 3,953 47,516 80 2,225 18,408 15,475 6,318 312 24,370 |
|---|---|---|---|
| 138,047 |
32
Astarta Holding N.V. Condensed consolidated interim financial statements as at and for the three months ended 30 September 2012
7 REVENUES
Revenues for the three months ended 30 September are as follows :
| Sugar and related sales: Sugar Molasses Pulp Other sugar related sales Crops Cattle farming Other sales |
(in thousands of Ukrainian hryvnias) 2012 2011 (unaudited) (unaudited) 563,547 497,591 13,811 15,479 907 3,396 22,466 42,697 600,731 559,163 221,882 167,913 78,036 79,064 35,234 496 335,152 247,473 935,883 806,636 |
(in thousands of Euros) 2012 2011 (unaudited) (unaudited) 55,451 43,914 1,359 1,366 89 300 2,212 3,768 59,111 49,348 21,832 14,819 7,678 6,978 3,467 44 32,977 21,841 92,088 71,189 |
(in thousands of Euros) 2012 2011 (unaudited) (unaudited) 55,451 43,914 1,359 1,366 89 300 2,212 3,768 59,111 49,348 21,832 14,819 7,678 6,978 3,467 44 32,977 21,841 92,088 71,189 |
|---|---|---|---|
| 49,348 | |||
| 14,819 6,978 44 |
|||
| 21,841 | |||
| 71,189 |
During the three months ended 30 September 2012 and 2011 there were no sales settled through barter transactions.
8 OTHER OPERATING INCOME
Other operating income for the three months ended 30 September is as follows:
| Government subsidies relating to: Cattle farming Crop production Interest and financing costs Other operating income |
(in thousands of Ukrainian hryvnias) 2012 2011 (unaudited) (unaudited) 5,279 10 1,655 2,524 - 877 541 879 7,475 4,290 |
(in thousands of Euros) 2012 2011 (unaudited) (unaudited) 520 1 163 223 - 77 53 78 736 379 |
(in thousands of Euros) 2012 2011 (unaudited) (unaudited) 520 1 163 223 - 77 53 78 736 379 |
|---|---|---|---|
| 379 |
33
Astarta Holding N.V.
Condensed consolidated interim financial statements as at and for the three months ended 30 September 2012
9 GENERAL AND ADMINISTRATIVE EXPENSE
General and administrative expense for the three months ended 30 September is as follows:
| Salary and related charges Professional services Insurance Rent Fuel and other materials Maintenance Depreciation Taxes other than corporate income tax Office expenses Communication Bank charges Transportation Other |
(in thousands of Ukrainian hryvnias) 2012 2011 (unaudited) (unaudited) 29,735 22,719 5,212 3,147 3,125 1,467 1,858 1,013 1,573 1,603 1,125 585 1,100 1,013 1,096 852 865 189 697 872 351 1,218 138 696 323 1,145 47,198 36,519 |
(in thousands of Euros) 2012 2011 (unaudited) (unaudited) 2,926 2,005 513 278 307 129 183 89 155 141 111 52 108 89 108 75 85 17 69 77 35 108 14 61 30 102 4,644 3,223 |
(in thousands of Euros) 2012 2011 (unaudited) (unaudited) 2,926 2,005 513 278 307 129 183 89 155 141 111 52 108 89 108 75 85 17 69 77 35 108 14 61 30 102 4,644 3,223 |
|---|---|---|---|
| 3,223 |
10 SELLING AND DISTRIBUTION EXPENSE
Selling and distribution expense for the three months ended 30 September is as follows:
| Transportation Salary and related charges Fuel and other materials Storage and logistics Allowance for trade accounts receivable Commissions Customs duties and services Professional services Depreciation Advertising Other |
(in thousands of Ukrainian hryvnias) 2012 2011 (unaudited) (unaudited) 19,699 12,877 9,189 7,024 5,080 5,152 2,632 1,202 1,969 4,003 651 12 424 4,615 246 1,789 20 423 6 93 485 2,008 40,401 39,198 |
(in thousands of Euros) 2012 2011 (unaudited) (unaudited) 1,938 1,136 904 620 500 455 259 106 194 353 64 1 42 407 24 158 2 37 1 8 47 178 3,975 3,459 |
(in thousands of Euros) 2012 2011 (unaudited) (unaudited) 1,938 1,136 904 620 500 455 259 106 194 353 64 1 42 407 24 158 2 37 1 8 47 178 3,975 3,459 |
|---|---|---|---|
| 3,459 |
34
Astarta Holding N.V.
Condensed consolidated interim financial statements as at and for the three months ended 30 September 2012
11 OTHER OPERATING EXPENSE
Other operating expense for the three months ended 30 September is as follows:
| Charity and social expenses Other salary and related charges Inventory written off Penalties paid Depreciation Representative expenses VAT written off Canteen expenses (Recovery of) allowance for other accounts receivable Other |
(in thousands of Ukrainian hryvnias) 2012 2011 (unaudited) (unaudited) 5,337 3,286 1,205 622 674 677 555 422 443 360 144 100 75 8,592 27 136 (1,744) 6,580 177 1,260 6,893 22,035 |
(in thousands of Euros) 2012 2011 (unaudited) (unaudited) 525 292 119 55 66 60 55 38 44 32 14 9 7 757 3 12 (172) 578 17 112 678 1,945 |
(in thousands of Euros) 2012 2011 (unaudited) (unaudited) 525 292 119 55 66 60 55 38 44 32 14 9 7 757 3 12 (172) 578 17 112 678 1,945 |
|---|---|---|---|
| 1,945 |
12 CHANGES IN FAIR VALUE OF BIOLOGICAL ASSETS
Changes in fair value of biological assets represent increase (decrease) in the carrying value at the reporting date of livestock and crops as compared with the respective values at the beginning of the year. Increases (decreases) in fair value of biological assets for the three months ended 30 September are as follows:
| Non-current livestock Current livestock Crops |
(in thousands of Ukrainian hryvnias) 2012 2011 (unaudited) (unaudited) 42,229 38,851 26,494 31,910 46,825 16,803 115,548 87,564 |
(in thousands of Euros) 2012 2011 (unaudited) (unaudited) 4,155 3,429 2,607 2,816 4,608 1,483 11,370 7,728 |
(in thousands of Euros) 2012 2011 (unaudited) (unaudited) 4,155 3,429 2,607 2,816 4,608 1,483 11,370 7,728 |
|---|---|---|---|
| 7,728 |
35
Astarta Holding N.V.
Condensed consolidated interim financial statements as at and for the three months ended 30 September 2012
13 FINANCE (COSTS) INCOME
Finance (costs) income for the three months ended 30 September is as follows:
| Finance costs Interest expense Foreign currency exchange loss Net profit attributable to non-controlling interests of limited liability company subsidiaries Loss from promissory note transactions Other finance costs Finance income Interest income Other finance income |
(in thousands of Ukrainian hryvnias) 2012 2011 (unaudited) (unaudited) (53,080) (36,922) (9,623) (109) (7,694) (5,769) (72) - (36) - (70,505) (42,800) 5,499 7,894 220 - 5,719 7,894 |
(in thousands of Euros) 2012 2011 (unaudited) (unaudited) (5,232) (3,260) (948) (9) (758) (508) (7) - (4) - (6,949) (3,777) 553 697 22 - 575 697 |
(in thousands of Euros) 2012 2011 (unaudited) (unaudited) (5,232) (3,260) (948) (9) (758) (508) (7) - (4) - (6,949) (3,777) 553 697 22 - 575 697 |
|---|---|---|---|
| (3,777) | |||
| 697 - |
|||
| 697 |
14 RELATED PARTY TRANSACTIONS
The Group performs transactions with related parties in the ordinary course of business. Related parties comprise the Group associate, the shareholders, companies that are under control of the Group’s owners, key management personnel and their close family members, and companies that are controlled or significantly influenced by shareholders. Prices for related party transactions are determined on an ongoing basis. The terms of some related party transactions may differ from market terms.
The following table provides the total amount of transactions that have been entered into with related parties during the three month ended 30 September 2012 as well as balances with related parties as of 30 September 2012:
| (in thousands of Ukrainian hryvnias ) Companies under common control Joint venture Associate |
Sales to related parties: (unaudited) 14,772 456 1,024 16,252 |
Purchases from related parties: (unaudited) 656 - 520 1,176 |
Amounts owed by related parties: (unaudited) 21,076 30,357 975 52,408 |
Amounts owed to related parties: (unaudited) 1,636 - 171 |
|---|---|---|---|---|
| 1,807 |
36
Astarta Holding N.V.
Condensed consolidated interim financial statements as at and for the three months ended 30 September 2012
| (in thousands of Euros) Companies under common control Joint venture Associate |
Sales to related parties: (unaudited) 1,424 44 106 1,574 |
Purchases from related parties: (unaudited) 64 - 50 114 |
Amounts owed by related parties: (unaudited) 2,000 2,880 93 4,973 |
Amounts owed to related parties: (unaudited) 155 - 16 |
|---|---|---|---|---|
| 171 |
The following table provides the total amount of transactions that have been entered into with related parties during the three month ended 30 September 2011 as well as balances with related parties as of 30 September 2011:
| (in thousands of Ukrainian hryvnias ) Companies under common control Associate |
Sales to related parties: (unaudited) 187 4,027 4,214 |
Purchases from related parties: (unaudited) 312 536 848 |
Amounts owed by related parties: (unaudited) 10,388 29,580 39,968 |
Amounts owed to related parties: (unaudited) 2,152 15,171 |
|---|---|---|---|---|
| 17,323 |
| (in thousands of Euros) Companies under common control Associate |
Sales to related parties: (unaudited) 17 356 373 |
Purchases from related parties: (unaudited) 28 48 76 |
Amounts owed by related parties: (unaudited) 958 2,728 3,686 |
Amounts owed to related parties: (unaudited) 199 1,399 |
|---|---|---|---|---|
| 1,598 |
37
Astarta Holding N.V. Condensed consolidated interim financial statements as at and for the three months ended 30 September 2012
15 EVENTS SUBSEQUENT TO THE STATEMENT OF FINANCIAL POSITION DATE
On 06 November 2012 LLC “Astarta-Kyiv” and LLC "Globino processing factory “Globus” signed loan agreement with International Finance corporation. The loan was issued for seven year period and totaled USD 40 mln. The loan will be utilized with the purpose to finance the construction of a soybean crushing facility, the construction of a biogas facility, the expansion of agricultural land, the purchase of supporting farm machinery, storage and infrastructure to increase production volumes of crops and further modernization of sugar production.
12 November 2012,
Amsterdam, The Netherlands
The Board of Directors of ASTARTA Holding N.V.
| V. Ivanchyk | _(signed)_ |
|---|---|
| P. Rybin | _(signed)_ |
| M.M.L.J. van Campen | _(signed)_ |
| V. Korotkov | _(signed)_ |
| W.T. Bartoszewski | _(signed)_ |
38
Media -release
12 November 2012
==> picture [144 x 62] intentionally omitted <==
ASTARTA published interim report for the nine months of 2012
For the nine months of 2012 revenues grew 26% to EUR 235 million, EBITDA increased 6% to EUR 115 million, and net profit corrected 10% to EUR 84 million. ASTARTA substantially increased sales of the key products: volumes of crop sales grew by 60%, sugar by 54%, and milk by 33%. Exports grew five-fold, thus increasing its share in consolidated revenues to 26%.
Currently, the Group's subsidiaries are finishing the harvest of technical crops. Winter crops are successfully planted on 51 thousand hectares and are reported to be in good condition. Soil preparation for sowing sugar beet and other crops in spring 2013 is well on track.
Modern agri-technologies, applied on our fields favour increase of yields of beet and sugar content. We expect that harvest of sugar beet in ASTARTA’s farms will reach a record 2.5 million tonnes this year. According to our estimates, processing of our own sugar beet and those supplied by local farmers, will secure approximately 400 thousand tonnes of white sugar. As a result of modernization and improvements in technology at ASTARTA plants, natural gas consumption per tonne of processed sugar beet decreased 7% and the total daily production capacity of the plants increased 6%.
Cattle farming segment of ASTARTA demonstrates the strong dynamics. For the nine months of 2012, farms produced 64 thousand tonnes of milk (+28% y-o-y). In order to accelerate growth in the cattle farming, we started construction of a heifer-breading complex for 5,000 heads. When it becomes fully operational, it shall advance milking herd development and increase milk yields.
Comments of Viktor Ivanchyk, CEO:
“Currently, we concentrate our efforts on the successful completion of this production season and the further development of ASTARTA' industrial assets. A 50-kiloton modern sugar silo was commissioned in the beginning of November. We complete the construction of a biogas station at one of our sugar plants. Likewise the construction of a soybean processing plant is well on schedule.
Profitability of the Group for the reporting period was influenced by low sugar prices in Ukraine following overproduction in 2011. However, diversified nature of our business, in particular contribution from growing sales of grains and oilseeds, and high quality milk strongly supported the financial performance. Looking forward, we expect that the Ukrainian sugar market should gradually recover; a strong export demand for grains and oilseeds will be in place; and a lasting development potential for the high quality milk segment will reinforce".
Full version of the report is available via the link : http://astartakiev.com/en/for_investors/financial-results.htm