Quarterly Report • Oct 19, 2017
Quarterly Report
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KKO INTERNATIONAL a public limited company (Société Anonyme), incorporated under Belgian law and registered with the Crossroads Bank for Enterprises under number 0839.801.947. The company's registered office is situated at Avenue Louise, 363 (box19), 1050 Brussels (referred to hereinafter as the "Company").
The Company owns all SOLEA shares (Société de Logistique et d'Exploitation Agricole), a public limited company whose registered office is situated at Bocanda BP 123, entered in the Commercial Register under number 11 11 792 L, operating in the Ivory Coast (referred to together hereinafter as the "Group").
The Group has been listed on Euronext Growth Brussels and Euronext Growth Paris since 23 October 2015 and its aim is to become one of the biggest cocoa producers on the African continent.
SOLEA holds two major agricultural operating sites in the region of Bocanda, situated in east central Ivory Coast. These two sites are located in rural surroundings not far from each other. Each is situated along the N'Zi River; more specifically, located at Kotokounou and Akossikro respectively.
As of 30th June 2017, SOLEA leased 2 403 hectares of land, 1 549 hectares of which are developed or in the process of being developed for growing cocoa.
The innovative production techniques introduced by SOLEA is i.a. to irrigate and "fertigate" (add fertiliser with irrigation) all its cocoa trees using a drip-feed system. This system removes the stress caused by a lack of water from the cocoa plant, which is then able to produce for 12 months of the year and hence double its productive yield. SOLEA believes it will be able to achieve a minimum yield of 4 tons per hectare from the fourth year of harvesting.
In doing so, SOLEA could bring back to life the old "Cocoa Belt" in Bocanda. The group is attaching the greatest importance to ethical and social values, as well as protecting the environment and ensuring the good practices are implemented. By taking this approach, SOLEA is contributing to the economic and social development of an entire region.
The multi-skilled and experienced management team has put a very structured organisation in place that implements strategy, operates the cultivable lands and manages the ambitious growth of the cocoa plantations.
In the course of the first semester, KKO International extended its plantations by several hundreds of hectares.
As of 30 June 2017, KKO International holds land totaling 2,403 hectares, broken down as follows:
As a result, the total number of hectares developed or in the process of being developed to grow cocoa was 1,549 at 30th June 2017.
On 30th June 2017, SOLEA had 844,071 living cocoa trees and 58,310 teak trees. In its nurseries, the company had 111,320 cocoa plants and 68,000 teak plants ready to be planted. The overall objective on these lands is to have between 1.7 and 2 million cocoa trees and 0.5 million of teak trees planted.
The objective of the first semester has been to enhance the productivity on the Kotokounou 1 plots.
There for, we have mainly worked on our trees. The following tasks have been executed with great care:
All those initiatives should render our trees very productive for the 2017/18 season.
We have re-designed some of the plots, eliminating some because of their low yields and densifying others where the soil quality is higher. On some places unfit for growing cocoa, we have planted teak trees for several reasons. Teak is a natural firewall and, in our regions, fire risk is high during the dry season. It is also a good protection against wind, but more importantly, a natural repellent against mealybugs which sometimes carry the virus provoking the "swollen shoot" disease. Further, it is financially attractive: a 10 to 15 years old teak tree represents more than a cubic meter of wood. In Ivory Coast, a cubic meter of teak ex-field is valued at €300. On the world
market, it can reach as much as €2,000. We have already planted 60,000 teak trees during this semester and our objective in the coming years is to exceed 500,000 such trees.
As to Kotokounou 2, we have planted more than 150,000 yams in the last trimester. The novelty this year was to work on the substrate and that should yield us better statistics.
We are still in the development phase of this plot. Maintenance of the plants, shape pruning and planting. It has started somewhat because the rain expected to fall in April has only started in June. Close to 80,000 plants have been replanted with a new protocol developed by our R&D team and that should yield us from now on an acceptable mortality rate (below 5%).
A shorter production cycle is anticipated on these plots: already on the AK-A5 plot, some trees produce sherelles, an early indicator of good productivity and production.
On the plots of this side of the river, in the areas not suited for cocoa culture, we continue to plant cassava.
No major developments outside the maintenance of our roads and the placement of pipes in areas liable to flooding.
Supply of water to the Ebouanou village (Akossikro), installation of a cistern of 3,000 liters. The drilling well of Kotokounou is now fed by an electric pump and solar energy. By this year's end, the other associated villages also will be equipped in solar drilling wells.
We achieved the following tasks:
From our clonal garden, we have selected several clones which satisfied us, and we have transplanted these in a new park, the so-called wood park, and which will provide us with all the grafts and cuttings which will enhance our vegetal material.
All this with the purpose of rendering our plantations more homogenous. Indeed, the Mercedes stump which we used to cultivate, turned out as being non-homogenous, in other words 20% of the trees producing 80% of the pods. Our objective is of course to invert that ratio.
The Company is searching to raise new money to finance the development of the remaining areas, and to meet the objective of 1.7 to 2 million of cocoa trees planted in the Bocanda region. The Company has not been able to raise the whole amount to achieve its initial ambition. It is now in discussions with a set of investors known for their special appetite for African projects. These are large international institutions and "impact" funds. With some of these "funds", Due Diligence processes have started or are still under way. Whilst awaiting the conclusion of these major and long-term financings, the main shareholders of KKO International have granted new loans to SOLEA, while an agreement with Bracknor Fund ltd. has been signed on 27 April 2017, establishing of a flexible bond facility of maximum €3,120,000, of which €3,000,000 in cash, through the issuance of 312 convertible bonds (CB) into KKO International shares to Bracknor Fund Ltd.
The CB may be underwritten in 12 sequential tranches of € 250,000 (corresponding to 25 CB with a par value of € 10,000 each). Each tranche will be underwritten either at the initiative of the company (under certain conditions) or of the Bracknor Fund Ltd., over a period of 36 months from the date of the Extraordinary General Meeting of 21 June 2017.
The CBs will not bear interest. Bracknor Fund Ltd. will nevertheless be entitled to a single commitment fee equal to 4% of the nominal amount of the CBs actually underwritten, which it undertakes to reinvest in the company in return for additional CBs. In addition, Bracknor Fund Ltd. will be entitled to a Conversion Fee equal to 5% of the nominal value of converted CBs, payable by the company in cash upon conversion of the CBs. The conversion price of the CBs is set at the lower of (i) 85% of the weighted average price of the 30 trading days preceding the conversion notice and (ii) 130% of the weighted average trading price of 30 trading days preceding the underwriting of a tranche of CBs, where this value may not be less than the intrinsic value.
Equity capital has been issued in the framework of the authorized capital of the Company, without preference right for the existing shareholders, and privately placed with the main shareholders, for a total amount of €2,399,623, of which €1,200,000 in cash and €1,199,623 in kind.
The contributions in kind were made of receivables held on the Company and its SOLEA subsidiary. Two specific reports have been established on this: one by the Board of Directors and another one by the Auditors. The issue price of the new shares has been fixed at €1/share, i.e. a slightly above the stock price at the time of the transaction. The new shares have been admitted to the listing on Euronext Growth Brussels and Euronext Growth Paris.
That capital increase's objective was to complement, as anticipated, the amounts of cash needed to run the operations of the Group in Ivory Coast, to significantly strengthen the owners' equity of the Company and to reduce its debt towards suppliers.
The special report established by the Board of Directors regarding this capital increase is available on the Company's Internet site at the following address:http://kko-internatiional.com/les-documents .
We have started the harvesting cassava and confirm a ratio of 6kg/plant. We sell 3T a day. The first big harvests have started on 5 October and we hope to meet our objectives.
Today, the "SOLEA" model, such as put in place, is very positively perceived by the village communities. And, there for, several new plots have been proposed to us, plots located in different regions of Ivory Coast, some of which are very well suited for irrigated cocoa culture. Let us also remind ourselves of our RainForest Alliance certification earned in July 2016.
All these elements concur to validate the options retained by SOLEA, and are comforting ourselves in our own development perspectives.
At the end of August, SOLEA has obtained on behalf of land owners, a real estate certificate pertaining to 594 ha of good quality lands, situated at ADI-KOUASSIKRO (region of TAABO). A lease agreement is about to be signed with the owners.
The Board of Directors, represented by its Chairman, hereby states that the condensed accounts for the past six months have been drawn up in accordance with the applicable accounting standards and provide a true picture of the financial situation and results of the Company and its subsidiary, SOLEA. It further states that the half-yearly activity report attached is a true representation of the major events that occurred during the first six months of the financial year, their effect on the accounts and the main transactions between the associated, as well as a description of the principal risks and uncertainties for the six remaining months of the financial year.
Brussels, 18 October 2017
Jacques-Antoine de Geffrier Chairman of the Board of Directors
| As at 30 June | As at 30 June | ||
|---|---|---|---|
| [Unaudited financial information] | Notes | 2017 | 2016 |
| in EUROs | in EUROs | ||
| Revenue from ordinary activities | 4 | 110.334 | 1.082 |
| Change in fair value of biological assets | 8 | 29.612 | 315.514 |
| Raw materials | 5 | (31.381) | (15.107) |
| Loss in value of biological assets | 8 | (395.374) | (292.679) |
| Employee benefits | 5 | (365.819) | (78.438) |
| Depreciation | 7 | (176.747) | (160.608) |
| Other operating expenses | 5 | (597.491) | (671.538) |
| Result from operations | (1.426.865) | (901.775) | |
| Interest expenses | 0 | (68) | |
| Other finance expenses | 1 | - | |
| Other non-recurrent income | 44.468 | - | |
| Net result before tax | (1.382.396) | (901.843) | |
| Income taxes | 6 | (19.969) | (76.189) |
| NET RESULT FOR THE PERIOD | (1.402.365) | (978.032) | |
| Other comprehensive income | 366.192 | 217.181 | |
| Items that will not be subsequently reclassified to net income | 366.192 | 217.181 | |
| Revaluation of bearer plants | 8 | 482.769 | 430.904 |
| Income tax related thereto | 6 | (116.577) | (213.723) |
| TOTAL COMPREHENSIVE INCOME | (1.036.173) | (760.851) | |
| Result for the year attributable to : | |||
| Owners of the parent | (1.401.523) | (977.445) | |
| Non-controlling interest | (841) | (587) | |
| Total comprehensive income attributable to : | |||
| Owners of the parent | (1.035.552) | (760.394) | |
| Non-controlling interest | (622) | (457) | |
| Earnings per share | |||
| basic (in EUR per share) | (0,10) | (0,10) | |
| diluted (in EUR per share) | (0,10) | (0,10) |
| As at 30 June | Year ended Dec | ||
|---|---|---|---|
| [Unaudited financial information] | Notes | 2017 | 31, 2016 |
| in EUROs | in EUROs | ||
| Assets | |||
| Non-current assets | 6.664.836 | 6.236.484 | |
| Intangible assets | 3.085 | 1.506 | |
| Property, Plant & Equipment | 7 | 3.242.264 | 3.342.678 |
| Biological assets | 8 | 3.405.888 | 2.878.700 |
| Other non-current assets | 13.600 | 13.600 | |
| Current assets | 295.085 | 209.982 | |
| Inventories | - | 40.231 | |
| Trade and other receivables | 88.362 | 121.320 | |
| Cash and cash equivalents | 206.723 | 48.431 | |
| Total assets | 6.959.921 | 6.446.465 | |
| Equity and liabilities | |||
| Equity attributable to owners of the parent | 1.067.331 | 2.102.882 | |
| Share capital | 9 | 8.742.541 | 14.912.339 |
| Revaluation reserve | 8 | 636.771 | 270.579 |
| Retained earnings | 9 | (8.311.981) | (13.080.036) |
| Non-controlling interest | (9.859) | (9.237) | |
| Total equity | 1.057.472 | 2.093.645 | |
| Non-current liabilities | 864.379 | 730.325 | |
| Employee benefits | 45.577 | 48.071 | |
| Deferred tax liability | 6 | 818.802 | 682.254 |
| Current liabilities | 5.038.069 | 3.622.495 | |
| Amounts due to the owners of the parent | 11 | 3.041.548 | 2.177.909 |
| Other loans | 11 | 545.000 | - |
| Trade and other payables | 10 | 1.451.521 | 1.444.587 |
| Total liabilities | 5.902.448 | 4.352.820 | |
| Total equity and liabilities | 6.959.921 | 6.446.465 |
| [Unaudited financial information] | Notes | Attributable to | Non | ||||
|---|---|---|---|---|---|---|---|
| Share | Revaluation | Retained | the owners of | controlling | |||
| capital | reserve | earnings | the parent | interest | Total | ||
| in EUROs | in EUROs | in EUROs | in EUROs | in EUROs | in EUROs | ||
| As of 1 January 2016 | 14.838.777 | 511.753 | (9.068.905) | 6.281.625 | (6.515) 6.275.110 | ||
| Net result for the year | (4.292.824) | (4.292.824) | (2.577) | (4.295.401) | |||
| Other comprehensive income | (241.174) | 145 | (241.029) | (145) | (241.174) | ||
| Total comprehensive income for the year | - | (241.174) | (4.292.679) | (4.533.853) | (2.722) (4.536.575) | ||
| Cancellation of preferred interests to owners | 15 | 281.548 | 281.548 | 281.548 | |||
| Expenses related to the issuance of shares | 13 | 73.562 | 73.562 | 73.562 | |||
| Total transactions with the owners of the parent | 73.562 | - | 281.548 | 355.110 | - | 355.110 | |
| As of 31 December 2016 | 14.912.339 | 270.579 | (13.080.036) | 2.102.882 | (9.237) 2.093.646 | ||
| Net result for the period | (1.401.523) | (1.401.523) | (841) | (1.402.365) | |||
| Other comprehensive income | 366.192 | (220) | 365.972 | 220 | 366.192 | ||
| Total comprehensive income for the period | - | 366.192 | (1.401.743) | (1.035.552) | (622) (1.036.173) | ||
| Reduction of capital by incorporation of losses | 13 | (6.169.797) | 6.169.797 | - | - | ||
| Total transactions with the owners of the parent | (6.169.797) | - | 6.169.797 | - | - | - | |
| As of 30 June 2017 | 8.742.541 | 636.771 | (8.311.981) | 1.067.331 | (9.859) 1.057.472 |
| For the six month ended 30 June | |||||
|---|---|---|---|---|---|
| [Unaudited financial information] | Notes | 2017 | 2016 | ||
| in EUROs | in EUROs | ||||
| Cash flows from operating activities | |||||
| Net result for the period | (1.402.365) | (978.032) | |||
| Adjustments for : | 602.709 | 214.030 | |||
| Change in fair value of biological assets | 8 | (29.612) | (315.514) | ||
| Gain on inventory recognition | 8 | 40.231 | - | ||
| Loss in value of biological assets | 8 | 395.374 | 292.679 | ||
| Depreciation | 7 | 176.747 | 160.608 | ||
| Interest expenses | 7 | (0) | 68 | ||
| Income taxes | 8 | 19.969 | 76.189 | ||
| Changes in working capital: | (140.482) | 370.982 | |||
| (Increase) / Decrease in Other non-current assets | - | (2.401) | |||
| (Increase) / Decrease in Trade and other receivables | 32.958 | 222.003 | |||
| (Decrease) / Increase in Employee benefits | (2.493) | 7.536 | |||
| (Decrease) / Increase in Trade and other payables | (170.946) | 143.843 | |||
| Interests paid | (1.778) | ||||
| Net cash flows used in operating activities | (941.916) | (393.020) | |||
| Cash flows from investing activities | |||||
| Acquisition of tangible and intangible fixed assets | 7 | (92.026) | (1.159.644) | ||
| Purchase and development of bearer plants | 8 | (342.766) | (999.526) | ||
| Net cash used in investing activities | (434.792) (2.159.170) | ||||
| Net cash flows from financing activities | |||||
| Sums advanced by the owners of the parent | 11 | 1.035.000 | 500.000 | ||
| Sums advanced for conversion (Convertible bonds) | 11 | 500.000 | |||
| Repayment of advances to owners of the parent | 11 | (1.000.000) | |||
| Net cash used in / from financing activities | 1.535.000 | (500.000) | |||
| Net increase / (decrease) in cash and cash equivalents | 158.292 | (3.052.190) | |||
| Cash and cash equivalents at the beginning of the period | 48.431 | 3.575.023 | |||
| Cash and cash equivalents at the end of the period | 206.723 | 522.833 |
The Company is a public limited company (Société Anonyme), incorporated under Belgian law and registered with the Crossroads Bank for Enterprises under number 0839.801.947. Its registered office is situated at 363 Avenue Louise, box 19, 1050 Brussels. The Company was incorporated on 29th September 2011 and owns 99.94% of SOLEA (Société de Logistique et d'Exploitation Agricole), which it also established itself, referred to together hereinafter as the "Group".
SOLEA is a company specialized in cocoa plantations in Ivory Coast. It began operations in October 2011. SOLEA holds two agricultural production sites in the region of Bocanda, in East Central Ivory Coast. These two sites are located in rural surroundings not far from each other. Each is situated on one side of the N'Zi River; the two sites are located at Kotokounou and Akossikro respectively.
As of 30th June 2017, SOLEA held land of 2,403 hectares, which are distributed as follows:
The total area developed, or in the process of being developed, for the culture of cocoa is 1,549 hectares as of 30th June 2017.
These interim consolidated financial statements were approved by the Board of Directors on 18th October 2017. The figures are expressed in Euros, unless stated otherwise. As SOLEA uses the Franc CFA as its operating currency, its financial statements are converted at the end of each financial period using the method set out in note 3.4 below.
The Group, including the Company and SOLEA, presents its consolidated financial statements in accordance with International Financial Reporting Standards (IFRS), as adopted by the European Union and in effect at 30th June 2017. This financial information has been drawn up in line with IAS 34 "Interim Financial reporting", as adopted by the European Union. This information has not been audited nor been given a limited examination by the auditors, and nor have the underlying accounts.
The accounting principles used are the same as those used to establish the consolidated financial statements at 31st December 2016.
During the current period, the Group has adopted all the new and revised Standards and Interpretations issued by the International Accounting Standards Board (IASB) and the International Financial Reporting Interpretations Committee (IFRIC) of the IASB, as adopted by the European Union, that are relevant to its operations and effective for the accounting year starting on January 1st, 2017.
No new Standards, Interpretations and Amendments issued by the IASB and the IFRIC as adopted by the European Union are effective for the current annual period.
The Group elected not to early adopt the following new Standards, Interpretations and Amendments, which have been issued by the IASB and the IFRIC but are not yet effective as per 30 June 2017 and/or net yet adopted by the European Union as per 30 June 2017.
* Not yet endorsed by the EU as of 30 June 2017
No significant effect on the future financial reporting of the Group is expected from the other new Norms, Interpretations and Amendments, entering into force after 1 January 2017, and not having been anticipatively applied as at 30 June 2017.
We currently have a procedure in place that enables us to say that our property risk is fully under control. It consists of:
At 30 June 2017, we had signed leases on these terms totalling 2,403 hectares, of which 1,549 are developed or in the course of being developed for the culture of cocoa.
Cocoa plantations are exposed to risks specific to agriculture: harvests can be affected by disease (the most destructive being the Swollen Shoot), insects and bad weather. SOLEA has studied these issues closely and has taken the necessary measures upstream to mitigate those risks and treat the trees, for example through sound management of the hydraulic factor of the land.
To offset as much as possible any risks associated with the land and the quality of the soil, SOLEA has introduced a new process for determining the areas that can be used:
All this will make it possible to select the land recognised as suitable for growing cocoa.
SOLEA irrigates its cocoa plantations, which helps overcome a lack of water. The risk associated with the Harmattan wind has been reduced significantly following the upgrade to the irrigation systems, which increase the amount of water brought in (in total 10 litres of water per tree per day).
The socio-political situation in Ivory Coast is currently stable, although it remains fragile and any disturbance to the balance or change could affect the development of SOLEA's business.
Coordinated action between the government and the various economic players will be necessary to avoid any new spikes in inflation, particularly on foodstuffs. However, no one can predict today what measures will be taken by the Ivorian government.
Cocoa is a commodity whose price is the subject of negotiation on the markets in London and New-York. Because of its volatility, the price of cocoa is likely to change.
However, in the long run, SOLEA believes that given the fact that demand is greater than supply, the price of cocoa is unlike to plummet. The local authorities in Ivory Coast have introduced a minimum guaranteed price below which transactions are not permitted. As this minimum guaranteed price is calculated on the CAF reference price based on the price of cocoa on the LIFFE market in London, the minimum guaranteed price will be linked indirectly to the price of cocoa on these markets.
In the event of a high probability of price changes, SOLEA will hedge itself by financial instruments to partially offset the effects of price volatility of the commodity on the Group's results.
The benefit of obtaining interest-free fund advances also shelters SOLEA from any significant risk linked to interest rates.
As at the 30 June 2017, the Group has not concluded any hedging contract.
SOLEA is supplied essentially by local vendors, in CFA Francs (fixed parity with the Euro since 1st January 1999). An exchange rate risk for purchases from local suppliers would only exist if parity between the FCFA and the euro were to be abandoned.
However, SOLEA is exposed to the risk of variations in international exchange rates given that the minimum guaranteed price of cocoa in Ivory Coast is set in FCFA whereas the price of cocoa in London is denominated in Pounds Sterling (GBP).
Since the of the creation Group, the major part of investments has been allocated to the development of the plantations.
In addition to its equity capital and until its listing on the stock exchange, the Group benefited from short-term finance in the form of current account advances, most of which were non-interest bearing and unguaranteed.
These have been complemented upon the conclusion of a convertible bonds issuance facility signed on 27 April 2017 (see Management Report under: 5. Corporate) as well as a capital increase effected on 28 July 2017 (see Management report under: 6. Outlook and Post-close Events), in the framework of its authorized capital, with 50% contributed in cash and 50% in kind (debt vis-à-vis some shareholders).
The Group is not subject to any external requirements in terms of capital.
In its business plan, SOLEA provides for a land extension of up to 1,069 additional hectares, above the areas already benefiting from land titles, enabling it over time to hold 3,500 hectares of land which can be cultivated. This new development requires significant additional financial resources, for the plantations to be operated.
The Group is seeking additional capital to complete the financing of the project. While awaiting the closing of this new raising of funds, the Company is financed by shareholder current account advances.
| For the six month ended 30 June 2017 |
2016 | |
|---|---|---|
| in EUROs | in EUROs | |
| Revenue from ordinary activities | 110.334 | 1.082 |
| Sales of cocoa | 46.292 | 412 |
| Sales of ignames | 32.571 | - |
| Other sales | 31.471 | 671 |
| Change in fair value of biological assets | 29.612 | 315.514 |
| Tecks | 29.612 | 315.514 |
| For a total of | 139.946 | 316.596 |
About 50 tons of cocoa have been sold in the first half of 2017.
For 2017, SOLEA expects to sell and deliver around 150 tons (106 tons in 2016). The growth in revenues from cocoa is expected to accelerate in the immediately following years.
| For the six month ended 30 June | ||||
|---|---|---|---|---|
| 2017 | 2016 | |||
| in EUROs | in EUROs | |||
| Raw materials | 31.381 | 15.107 | ||
| Cocoa related purchases | - | 4.967 | ||
| Purchase of ignames | 151 | 156.549 | ||
| Fournitures | 31.230 | 18.278 | ||
| Other purchases | - | 47.208 | ||
| Purchases capitalized as inventory and biological assets | - | (211.895) | ||
| Employee benefits | 365.819 | 78.438 | ||
| Wages and salaries | 560.592 | 705.759 | ||
| Temporary staff | 80.493 | 10.089 | ||
| Other employee costs | 49.998 | 55.784 | ||
| Expenses capitalized as biological assets | (325.264) | (693.193) | ||
| Other operating expenses | 597.491 | 671.538 | ||
| Travel | 88.756 | 254.628 | ||
| Maintenance and repair | 82.629 | 120.864 | ||
| Fees | 314.022 | 176.066 | ||
| Telecommunications | 5.334 | 29.334 | ||
| Rental fees | 29.976 | 40.367 | ||
| Insurance | 9.143 | 12.179 | ||
| Other operating expenses | 85.134 | 132.537 | ||
| Expenses capitalized as biological assets | (17.502) | (94.438) |
The first semester has been marked by a marked reduction in the investment activity. As a result, some labor charges, booked in preceding periods mostly in fixed assets, have been shifted and recorded under the heading maintenance activities. The charges related to maintenance are per definition not activated.
| Deferred tax balance as of |
Changes through income |
Changes | Deferred tax balance as of |
|
|---|---|---|---|---|
| 1 January | statement | through OCI | 30 June | |
| in EUROs | in EUROs | in EUROs | in EUROs | |
| 2017 | 682.254 | 19.969 | 116.578 | 818.801 |
| Cocoa trees | 593.151 | 27.763 | 116.578 | 737.492 |
| Tecks | 89.103 | (7.794) | - | 81.309 |
| 2016 | 690.761 | 76.189 | 213.723 | 980.673 |
| Cocoa trees | 635.140 | 213.723 | 848.863 | |
| Tecks | 55.621 | 76.189 | - | 131.810 |
SOLEA benefits from a tax exemption on industrial and commercial profits (BIC), as well as on taxes from patents and licences for a 15-year period which began on 1st February 2014. This tax exemption is 100% from 1st February 2014 until 31st December 2026; the exemption is reduced by 50% on the tax normally owed from 1st January to 31st December 2027, and by 25% on the tax normally owed from 1st January to 31st December 2028.
Accordingly, no current tax will be owed by the Company during the current period.
A deferred tax liability has been recognized on the fair value of the cocoa trees and teak trees at 30th June 2017, given their lifespan of 35 years and the permanent difference in the temporary value of these assets beyond Year 15 (end of the tax break period enjoyed by SOLEA).
| Assets under construction | |||||
|---|---|---|---|---|---|
| Fixtures and fittings |
Tools & Equipment |
Fixtures and fittings |
Tools & Equipment |
Total | |
| As of 1 January 2016 | 515.058 | 951.376 | 724.078 | 386.619 | 2.577.131 |
| Acquisition cost | 618.820 | 1.612.726 | 724.078 | 386.619 | 3.342.243 |
| Accumulated depreciation | (103.762) | (661.351) | - | - | (765.112) |
| Movements for the period | 5.530 | (534.807) | 580.778 | 714.046 | 765.547 |
| Additions | 122.472 | 74.520 | 580.778 | 714.046 | 1.491.816 |
| Disposals | - | ||||
| Reclassifications | - | - | - | - | |
| Depreciation and impairment | (116.942) | (609.326) | (726.269) | ||
| As of 31 December 2016 | 520.588 | 416.569 | 1.304.856 | 1.100.665 | 3.342.678 |
| Acquisition cost | 741.292 | 1.687.246 | 1.304.856 | 1.100.665 | 4.834.059 |
| Accumulated depreciation | (220.704) | (1.270.677) | - | - | (1.491.381) |
| As of 1 January 2017 | 520.588 | 416.569 | 1.304.856 | 1.100.665 | 3.342.678 |
| Acquisition cost | 741.292 | 1.687.246 | 1.304.856 | 1.100.665 | 4.834.059 |
| Accumulated depreciation | (220.704) | (1.270.677) | - | - | (1.491.381) |
| Movements for the period | (36.444) | (155.997) | 70.856 | 21.170 | (100.414) |
| Additions | (0) | (0) | 70.856 | 21.170 | 92.026 |
| Disposals | - | ||||
| Reclassifications | - | - | - | - | |
| Depreciation and impairment | (36.444) | (155.997) | (192.440) * | ||
| As of 30 June 2017 | 484.144 | 260.572 | 1.375.712 | 1.121.835 | 3.242.263 |
| Acquisition cost | 741.292 | 1.687.246 | 1.375.712 | 1.121.835 | 4.926.085 |
| Accumulated depreciation | (257.148) | (1.426.674) | - | - | (1.683.822) |
* Excl. depreciation on biological assets
Machinery and equipment consists mainly of investments relating to the construction of the irrigation station (mainly pumps, tanks, drilling costs, etc.) and the amenities at the Bocanda plantation (timber, cement, sand, etc.).
The section for equipment and tools consists mainly of farming equipment, vehicles and rolling stock and miscellaneous materials. The greatest investments are those for the components of the irrigation station, bulldozers, a drone, several tractors, numerous chainsaws, brush-cutters, a generator, weather station and office equipment.
The machinery and equipment relate to the development of land at the Bocanda plantation (irrigation, sand, cement).
| As at 30 June 2017 |
Year ended Dec 31, 2016 |
||||
|---|---|---|---|---|---|
| in EUROs | |||||
| Bearer plants | 3.069.171 | 2.476.060 | |||
| Cocoa trees | 3.069.171 | 2.476.060 | |||
| Other biological assets | 336.717 | 402.640 | |||
| Tecks Ignames |
336.717 - |
368.993 33.647 |
|||
| For a total of | 3.405.888 | 2.878.700 |
Once they have reached maturity and after accounting for their cost of acquisition, the biological assets are valued at their fair value, using a level-3 technique of categorized valuation consisting of defining future expected financial flows from harvests to come, based on a price per kilo, an estimated yield per hectare and, where appropriate, risk factors constituting the discount rate.
Apart from the areas planted, the variables used to value these biological assets as at 30th June 2017 did not vary during the financial year.
Any impacts linked to the initial accounting and variation in the fair value of the biological assets, as summarized below, are shown in the net result under Variation in the fair value of the biological assets.
| Cocoa trees | Tecks | Ignames | Total | |||
|---|---|---|---|---|---|---|
| Mature | Non-mature | |||||
| trees | trees | |||||
| As of 1 January 2016 | 2.653.350 | 764.021 | 1.889.330 | 230.336 | - | 2.883.686 |
| Purchases and capitalization | 2.143.075 | 111.366 | 2.031.709 | - | 167.958 | 2.311.033 |
| Purchases | 9.694 | 219 | 9.475 | - | 167.958 | 177.652 |
| Payroll expenses | 1.707.275 | 88.947 | 1.618.328 | - | - | 1.707.275 |
| Depreciation | 230.947 | 12.032 | 218.915 | - | - | 230.947 |
| Borrowing costs | 30.907 | 1.610 | 29.297 | - | - | 30.907 |
| Other expenses | 164.252 | 8.557 | 155.695 | - | - | 164.252 |
| Changes in fair value | (2.295.985) | (339.583) | (1.956.403) | 138.657 | (73.246) | (2.230.574) |
| Revaluation through OCI | 0 | 0 | - | - | - | 1 |
| Revaluation through income statement | - | 138.657 | - | 138.657 | ||
| Impairment losses through OCI | (317.972) | (317.972) | - | - | (317.972) | |
| Impairment losses through inc. statement | (1.978.014) | (21.611) | (1.956.403) | - | (73.246) | (2.051.260) |
| Crops | - | - | - | - | (61.065) | (61.065) |
| Depreciation | (24.380) | (24.380) | - | - | - | (24.380) |
| As of 31 December 2016 | 2.476.060 | 511.424 | 1.964.636 | 368.993 | 33.647 | 2.878.700 |
| Purchases and capitalization | 428.108 | 35.946 | 392.162 | - | - | 428.108 |
| Purchases | - | - | - | - | - | - |
| Payroll expenses | 325.264 | 27.310 | 297.954 | - | - | 325.264 |
| Depreciation | 27.177 | 2.282 | 24.895 | - | - | 27.177 |
| Borrowing costs | 58.165 | 4.884 | 53.281 | - | - | 58.165 |
| Other expenses | 17.502 | 1.470 | 16.032 | - | - | 17.502 |
| Changes in fair value | 174.009 | 454.969 | (280.960) | (32.276) | (1.076) | 140.657 |
| Revaluation through OCI | 482.769 | 482.769 | - | - | - | 482.769 |
| Revaluation through income statement | - | - | - | 63.458 | - | 63.458 |
| Impairment losses through OCI | (9.120) | (9.120) | - | - | (9.120) | |
| Impairment losses through inc. statement | (299.640) | (18.680) | (280.960) | (95.734) | (1.076) | (396.450) |
| Crops | - | - | - | - | (32.571) | (32.571) |
| Depreciation | (9.007) | (9.007) | - | - | - | (9.007) |
| As of 30 June 2017 | 3.069.170 | 993.331 | 2.075.839 | 336.717 | - | 3.405.887 |
| As at 30 June | Year ended Dec | |
|---|---|---|
| 2017 | 31, 2016 | |
| in EUROs | in EUROs | |
| Attributable to the owners of the parent | 1.067.331 | 2.102.882 |
| Share capital | 8.742.541 | 14.912.339 |
| Revaluation reserve | 636.771 | 270.579 |
| Other reserve | (8.311.981) | (13.080.036) |
| Non-controlling interest | (9.859) | (9.237) |
Based on the statutory accounts drawn on 31 December 2016, and approved by the General Assembly of 21 June 2017, the Company has recorded cumulative losses amounting to €6,169,797.48. In due consideration of this, the Extraordinary General Assembly, held on the same day, has been asked to reduce the capital of the Company for the same amount, to cover the above losses.
The Assembly has decided to reduce the statutory capital by incorporation of these losses, in accordance with article 614 of the Company Code, for an amount of €6,169,797.48, bringing the statutory capital from €15,895,700.89 to €9,725,903.41.
It has been decided that this capital decrease will be imputed on the actually subscribed fiscal capital, without cancellation of shares.
| As at 30 June 2017 |
Year ended Dec 31, 2016 |
|
|---|---|---|
| in EUROs | in EUROs | |
| Trade payables | 775.031 | 642.091 |
| Amounts due to suppliers | 582.954 | 388.735 |
| Invoices to be received | 192.077 | 253.355 |
| Payroll and social debts | 476.540 | 620.444 |
| Wages | 64.942 | 10.380 |
| Remuneration due to management | 8.671 | - |
| Provision for holiday pay | 45.029 | 72.214 |
| Other payroll debts | 357.898 | 537.850 |
| Other payables | 199.951 | 182.052 |
| For a total of | 1.451.521 | 1.444.587 |
The capital increase of 28 July 2017 (€1,2 million of new-money) enables a reduction of the amounts owed to the creditors.
The balances and transactions between the Company and its subsidiaries that are parties related to the Company have been eliminated on consolidation and are not presented in this note. The details of transactions between the Group and the other related parties are presented below.
| As at 30 June 2017 |
Year ended Dec 31, 2016 |
|
|---|---|---|
| in EUROs | in EUROs | |
| Amounts due to the owners of the parent | 3.041.548 | 2.177.909 |
| Cash advances | 3.041.548 | 2.177.909 |
| Other loans | 545.000 | - |
| Convertible bonds | 545.000 | - |
Since the Group was created, the majority of investments have been focused on financing the development of the plantations.
The Company has entered intocan agreement with Bracknor Fund Ltd. on 27 April 2017, establishing of a flexible bond issuance facility of maximum €3,120,000, of which €3,000,000 in cash, enabling the issuance of 312 convertible bonds into KKO International shares (CB) , to be subscribed by Bracknor Fund Ltd..
The CB may be underwritten in 12 sequential tranches of € 250,000 (corresponding to 25 CB with a par value of € 10,000 each). Each tranche will be underwritten either at the initiative of the Company (under certain conditions) or, of the Bracknor Fund Ltd., over a period of 36 months from the date of the Extraordinary General Assembly of 21 June 2017.
The CBs will not bear interest. Bracknor Fund Ltd. will nevertheless be entitled to a single commitment fee equal to 4% of the nominal amount of the CBs actually underwritten, which it undertakes to reinvest in the company in return for additional CBs. In addition, Bracknor Fund Ltd. will be entitled to a Conversion Fee equal to 5% of the nominal value of converted CBs, payable by the company in cash upon conversion of the CBs.
The conversion price of the CBs is set at the lower of (i) 85% of the weighted average price of the 30 trading days preceding the conversion notice and (ii) 130% of the weighted average trading price of 30 trading days preceding the underwriting of a tranche of CBs, where this value may not be less than the intrinsic value.
Two tranches have been issued since the signing of the facility, each in June.
| 2017 | 2016 | |
|---|---|---|
| in EUROs | in EUROs | |
| Executive members | 275.694 | 179.204 |
| Fixed wages | 275.694 | 179.204 |
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