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Q2 and H1 2020 Financial Results

4 Sep 2020 07:00

RNS Number : 0570Y
MHP SE
04 September 2020
 

 

 

 

 

 

 

04 September 2020, Limassol, Cyprus

MHP SE

Financial Results for the Second Quarter and Six Months Ended 30 June 2020

 

MHP SE (LSE:MHPC), the parent company of a leading international agro-industrial group with headquarters in Ukraine, today announces its results for the second quarter and six months ended 30 June 2020. Hereinafter, MHP SE and its subsidiaries are referred to as "MHP", "The Company" or "The Group".

OPERATIONAL HIGHLIGHTS

Despite the challenges posed by the global COVID-19 pandemic and the effects of a first-quarter outbreak of H5N1 avian influenza in Ukraine, the Company delivered a satisfactory performance for the second quarter and six months ended 30 June 2020.

An outbreak of H5N1 avian influenza in the Vinnytsia region of Ukraine was announced at the end of January 2020. While no infections were experienced within the Company's facilities, this caused a temporary cessation of exports from Ukraine to the EU, Saudi Arabia and other MENA markets and the majority of CIS countries. Exports to the EU restarted at the beginning of March and Saudi Arabia/MENA markets reopened in February and March, while the majority of CIS countries recommenced in May. To mitigate the adverse impact on MHP's operations and profitability, poultry production was reduced by approximately 10% from February until the end of March. Since the beginning of April, all of the Company's poultry production facilities have been operating at full capacity again.

In the second quarter, the effects of the COVID-19 pandemic and quarantine measures worldwide resulted in significant market disruption, in particular with the almost complete shutdown of the HoReCa (hotel, restaurant and catering) sector and a sharp decrease in demand for breast fillet in EU and MENA markets. MHP was able to substantially offset these reductions in demand as a result of increased demand for poultry in the Ukrainian domestic market. Poultry prices were also adversely affected in both domestic and export markets.

Despite the impact of COVID-2019, the Company has largely continued to operate normally (apart from the avian influenza-related cut in production). A full range of measures has been implemented to prevent the spread of infection within the Company, including remote working, additional medical screenings, corporate transfers and use of protective masks. At production facilities, work has been organised in shifts of smaller numbers of people to limit contact and minimise the potential spread of infection. As of the date of this report, absenteeism of employees at MHP's facilities is at the same level as last year.

Q2 2020 highlights

· Poultry production volume remained relatively stable year-on-year at 181,291 tonnes (Q2 2019: 182,306 tonnes). Poultry production volume of the European operating segment (comprising Perutnina Ptuj, or PP) increased by 9% to 26,101 tonnes (Q2 2019: 24,0031) tonnes)

· The average chicken meat price decreased by 16% year-on-year to USD 1.27 per kg (Q2 2019: USD 1.51 per kg) (excluding VAT). The average price of poultry meat produced by PP was EUR 2.50 per kg (Q2 2019: 2.67 EUR per kg)

· Chicken meat exports totaled 88,505 tonnes, a decrease of 9% from 97,439 tonnes in Q2 2019.

H1 2020 highlights

· Poultry production volume increased slightly to 359,931 tonnes (H1 2019: 353,578 tonnes). Poultry production volume of the European operating segment increased by 58% to 49,959 tonnes (H1 2019: 31,6661) tonnes)

1) results of PP from 21 February 2019 when the acquisition was completed

· The average chicken meat price decreased by 9% year-on-year to USD 1.32 per kg (H1 2019: USD 1.45 per kg) (excluding VAT). The average price of chicken meat produced by PP during H1 2020 was EUR 2.53 per kg (1H 2019: 2.65 EUR per kg)

· Chicken meat exports decreased by 10% to 170,553 tonnes compared with 190,484 tonnes in H1 2019.

FINANCIAL HIGHLIGHTS

Q2 2020 highlights

· Revenue of US$ 425 million, down 17% year-on-year (Q2 2019: US$ 509 million)

· Export revenue of US$ 215 million, comprising 51% of total revenue, decreased by 24% year-on-year (Q2 2019: US$ 284 million, 56% of total revenue)

· Operating profit of US$ 91 million was down 29% year-on-year from US$ 128 million; operating margin declined from 25% to 21%

· Adjusted EBITDA (net of IFRS 16) was down from US$ 165 million to US$ 126 million; adjusted EBITDA margin (net of IFRS 16) declined from 32% to 30%

· Net profit was US$ 112 million, compared to US$ 138 million in Q2 2019, including non-cash foreign exchange gains of US$ 52 million (unchanged from US$ 52 million in Q2 2019). Net profit before foreign exchange differences for Q2 2020 amounted to US$ 60 million, 30% lower than US$ 86 million in Q2 2019.

H1 2020 highlights

· Revenue of US$ 867 million, down 8% year-on-year (H1 2019: US$ 945 million)

· Export revenue of US$ 453 million, comprising 52% of total revenue, decreased by 18% year-on-year (H1 2019: US$ 552 million, 58% of total revenue)

· Operating profit of US$ 138 million was down 22% year-on-year from US$ 178 million; operating margin declined from 19% to 16%

· Adjusted EBITDA (net of IFRS 16) decreased from US$ 248 million to US$ 216 million; adjusted EBITDA margin (net of IFRS 16) declined from 26% to 25%

· Net loss was US$ 62 million, compared to net profit of US$ 171 million in H1 2019, primarily due to US$ 129 million of non-cash foreign exchange losses in H1 2020, reflecting a 11% weakening in the Ukraine Hryvnia/US Dollar exchange rate, compared to a FX gain of US$ 73 million in H1 2019. Net profit before foreign exchange differences for H1 2020 amounted to US$ 67 million, 32% lower than US$ 98 million for H1 2019.

FINANCIAL OVERVIEW

(in mln. US$, unless indicated otherwise)

 

Q2 2020

 

 

Q2 2019

 

% change*

 

H1 2020

 

 

H1 2019

 

% change*

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

425

 

509

-17%

 

867

 

 945

-8%

IAS 41 standard gains

 

43

 

47

-9%

 

46

 

 41

12%

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

127

 

171

-26%

 

219

 

 252

-13%

Gross profit margin

 

30%

 

34%

-4pps

 

25%

 

27%

-2 pps

 

 

 

 

 

 

 

 

 

 

 

Operating profit

 

 91

 

128

-29%

 

 138

 

178

-22%

Operating profit margin

 

21%

 

25%

-4 pps

 

16%

 

19%

-3 pps

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

129

 

165

-22%

 

226

 

 248

-9%

Adjusted EBITDA margin

 

30%

 

32%

-2 pps

 

26%

 

26%

0 pps

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA (net of IFRS 16)

 

 126

 

 165

-24%

 

 216

 

 248

-13%

Adjusted EBITDA margin (net of IFRS 16)

 

30%

 

32%

-2 pps

 

25%

 

26%

-1 pps

 

 

 

 

 

 

 

 

 

 

 

Net profit before foreign exchange differences

 

60

 

 86

-30%

 

 67

 

98

-32%

Net profit margin before forex gain

 

14%

 

17%

-3 pps

 

8%

 

10%

-2 pps

Foreign exchange gain

 

52

 

 52

0%

 

(129)

 

73

-277%

 

 

 

 

 

 

 

 

 

 

 

Net profit

 

112

 

138

-19%

 

(62)

 

171

-136%

Net profit margin

 

26%

 

27%

-1 pps

 

-7%

 

18%

-25 pps

* pps - percentage points

Average official FX rate for Q2 2020 UAH/US$ 26.91 and for Q2 2019 UAH/US$ 26.56

Average official FX rate for H1 2020 UAH/US$ 25.98 and for H1 2019 UAH/US$ 26.93

DIVIDENDS

On 13 April 2020, the Board of Directors approved payment of an interim dividend of US$ 0.2803 per share, equivalent to US$ 30 million, to shareholders on the register as of 24 April 2020. The Board of Directors approved that no dividend would be paid on the Company's shares held in treasury. All dividends were paid to shareholders by 30 June 2020.

DIAL-IN DETAILS

MHP's management will host a conference call for investors and analysts followed by Q&A on the day of the results

 

The dial-in details are:

 

 

Time:

14.00 London / 16.00 Kyiv / 09.00 New York

Title:

Financial results for Q2 and H1 2020

 

UK:

 

+44 203 984 9844

Ukraine:

 

+380 89 324 0624

USA:

 

+1 718 866 4614

PIN code:

 

645982

In order to follow the presentation together with the management, please use the following link:

https://mm.closir.com/slides?id=645982

 

 

 

For Investor Relations enquiries, please contact:

Anastasia Sobotiuk (Kyiv) +38 044 207 99 58 a.sobotyuk@mhp.com.ua

For Analysts enquiries, please contact:

Iryna Bublyk (Kyiv) +38 044 207 00 04 i.bublik@mhp.com.ua

 

 

 

Segment Performance

Poultry and related operations

 

 

Q2 2020

Q2 2019

% change

H1 2020

H1 2019

% change

Poultry

 

 

 

 

 

 

 

Sales volume, third parties tonnes

 

170,912

181,273

-6%

328,385

345,278

-5%

Domestic sales volume, tonnes

 

82,407

83,834

-2%

157,832

154,794

2%

Export sales volume, tonnes

 

88,505

97,439

-9%

 170,553

 190,484

-10%

Average price per 1 kg net of VAT, USD

 

1.27

1.51

-16%

1.32

1.45

-9%

 

 

 

 

 

 

 

 

Average price per 1 kg net of VAT, UAH (Ukraine)

 

31.82

37.66

-16%

32.14

37.08

-13%

Average price per 1 kg net of VAT, USD (export)

 

1.35

1.59

-15%

1.40

1.53

-8%

 

 

 

 

 

 

 

 

Sunflower oil

 

 

 

 

 

 

 

Sales volume, third parties tonnes

 

82,646

86,661

-5%

163,356

186,487

-12%

Soybeans oil

 

 

 

 

 

 

 

Sales volume, third parties tonnes

 

10,841

9,097

19%

21,609

24,249

-11%

Poultry

The total volume of chicken meat sold to third parties in H1 2020 decreased by 5% to 328,385 tonnes (H1 2019: 345,278 tonnes) as a result of lower exports. In Q2 2020, export sales amounted to 88,505 tonnes, down 9% compared to 97,439 tonnes in Q2 2019. In H1 2020, poultry exports decreased by 10% to 170,553 tonnes (H1 2019: 190,484 tonnes). The decrease was due to the temporary closure of export markets following the first-quarter outbreak of H5N1 avian influenza in Ukraine as well as the impact of the COVID-19 pandemic.

Poultry export prices decreased by 8% year-on-year, mainly driven by the product mix change and weaker prices on breast fillet in EU as many global competitors experienced reduced demand and resulting excess stock. Prices on the domestic market decreased by 13% year-on-year, mainly for the same reasons as export prices as well as a higher proportion of lower-priced frozen chicken sales in Ukraine.

Vegetable oil

In Q2 2020, sunflower oil sales volume amounted to 82,646 tonnes, down 5% year-on-year. In H1 2020, MHP's sales of sunflower oil decreased by 12% compared to H1 2019 to 163,356 tonnes, mainly due to lower production of oil as a result of a decreased share of sunflower cake in fodder.

Sales of soybean oil were 10,841 tonnes in Q2 2020, 19% higher year-on-year, and 21,609 tonnes in H1 2020, 11% lower year-on-year, mainly as a result of a production decrease (decreased share of soybean cake in fodder and 3rd party sales).

(in mln. US$, unless indicated otherwise)

 

Q2 2020

Q2 2019

% change1)

H1 2020

H1 2019

% change1)

 

 

 

 

 

 

 

 

 

Revenue

 

302

360

-16%

608

 688

-12%

- Poultry and other

 

 238

 296

-20%

 476

 549

-13%

- Vegetable oil

 

 64

 64

0%

 132

 139

-5%

 

 

 

 

 

 

 

 

IAS 41 standard gains/(losses)

 

(5)

 6

-183%

 6

 17

-65%

 

 

 

 

 

 

 

 

Gross profit

 

 51

 89

-43%

118

 158

-25%

Gross margin

 

17%

25%

-8 pps

19%

23%

-4 pps

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

 54

90

-40%

122

161

-24%

Adjusted EBITDA margin

 

18%

25%

-7 pps

20%

23%

-3 pps

Adjusted EBITDA per 1 kg (net of IAS 41)

 

0.35

0.46

-24%

0.35

0.42

-17%

1) pps - percentage points

As a result of the decrease in sales volumes and prices of chicken meat, revenue of the poultry and related operations segment decreased by 12% in H1 2020 compared to H1 2019.

IAS 41 standard loss in Q2 2020 amounted to US$ 5 million (compared with a US$ 6 million gain in Q2 2019) mainly as a result of the lower chicken meat prices.

Gross profit for Q2 2020 decreased by 43% compared to Q2 2019 to US$ 51 million, mainly due to the lower sales volumes and prices. Poultry production costs in Q2 2020 remained almost at the same level as in Q1 2020.

Adjusted EBITDA in H1 2020 decreased by 24%, in line with the decrease in gross profit.

Grain growing operations

In 2020 the Company expects to harvest around 360,000 hectares of land, similar to the area harvested in 2019.

This year, exceptionally unfavorable weather conditions in the central regions of Ukraine have led to significantly lower-than-expected yields across all crops, and especially corn, in these regions. As of the date of this report, the Company's harvesting campaign of rapeseeds and wheat is complete, so that winter crops current (bunker) yields are as follows:

 

2020

 

2019

 

MHP's

average

Ukraine's average

 

MHP's

average

Ukraine's average

 

tonnes per hectare

 

tonnes per hectare

 

 

 

 

 

 

Wheat

5.1

4.1

 

6.4

4.3

Rapeseed

2.7

2.3

 

3.0

2.6

 

 

(in mln. US$, unless indicated otherwise)

 

H1 2020

 

H1 2019

 

% change

 

 

 

 

 

 

 

 

 

 

Revenue

 

 35

 

83

 

-58%

 

 

 

 

 51

 

 

IAS 41 standard gains

 

38

 

 26

 

46%

 

 

 

 

 

 

 

Gross profit

 

49

 

61

 

-20%

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

73

 

74

 

-1%

 

 

 

 

 

 

 

Adjusted EBITDA (net of IFRS 16)

 

 65

 

74

 

-12%

The Grain growing segment's revenue for H1 2020 amounted to US$ 35 million compared to US$ 83 million in H1 2019. The decrease was mainly attributable to the lower amount of crops in stock designated for sale as of 31 December 2019 compared to stock for sale as of 31 December 2018, mainly as a result of higher yields in 2018.

IAS 41 standard gain for H1 2020 amounted to US$ 38 million compared with US$ 26 million in H1 2019 mainly as a result a more substantial decrease in grain stock in H1 2019 compared to H1 2020. The gain mainly represents the result of the revaluation of crops in fields (biological assets) at the reporting date, partly offset by the net change in the effect of revaluation of agricultural produce (sunflower, corn, wheat and soya) as a result of a decrease of grain in stock due to internal consumption. 

Meat processing and other agricultural operations segment

Meat processing products

 

Q2 2020

Q2 2019

% change

 

H1 2020

H1 2019

% change

 

 

 

 

 

 

 

 

 

 

 

Sales volume, third parties tonnes

 

8,607

9,094

-5%

 

 16,522

16,666

-1%

Price per 1 kg net VAT, UAH

 

70.77

66.75

6%

 

69.99

66.29

6%

Sales volume of meat processing products remained broadly unchanged year-on-year and amounted to 16,522 tonnes in H1 2020. The average processed meat price increased by 6% year-on-year to UAH 69.99 per kg in H1 2020, driven mainly by price management strategy and an increased share of higher-priced products in the portfolio.

Convenience food

 

Q2 2020

Q2 2019

% change

 

H1 2020

H1 2019

% change

 

 

 

 

 

 

 

 

 

 

 

Sales volume, third parties tonnes

 

 4,361

4,400

-1%

 

 8,537

8,467

1%

Price per 1 kg net VAT, UAH

 

 38.63

 40.61

-5%

 

 39.91

 40.67

-2%

Sales volumes of convenience food in H1 2020 remained broadly stable and amounted to 8,537 tonnes. The average price in H1 2020 decreased by 2% to UAH 39.91 per kg (excluding VAT), mainly due to the product mix change affected by the "freeze" in HoReCa (e.g. KFC, local fast food services etc.) operations due to the COVID-19 pandemic.

(in mln. US$, except margin data)

 

Q2 2020

Q2 2019

% change1)

 

H1 2020

H1 2019

% change1)

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

34

 37

-8%

 

67

67

0%

- Meat processing

 

26

 28

-7%

 

53

52

2%

- Other2)

 

8

 9

-11%

 

14

 15

-7%

 

 

 

 

 

 

 

 

 

IAS 41 standard gains/(losses)

 

1

 -

100%

 

-

 (1)

-100%

Gross profit

 

 3

 4

-25%

 

8

6

33%

Gross margin

 

9%

11%

-2 pps

 

12%

9%

3 pps

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

 3

 6

-50%

 

9

9

0%

Adjusted EBITDA margin

 

9%

16%

-7 pps

 

13%

13%

0 pps

1)pps - percentage points

2)includes milk, cattle, and feed grains.

Segment revenue and adjusted EBITDA in H1 2020 were unchanged year-on-year at US$ 67 million and US$ 9 million respectively.

European operating segment

Poultry

 

Q2 2020

Q2 2019

 

H1 2020

H1 20191)

 

 

 

 

 

 

 

 

Sales volume, third parties tonnes

 

 15,855

15,835

 

 31,038

21,014

Price per 1 kg net VAT, EUR

 

2.50

2.67

 

2.53

2.65

1) results of PP from 21 February 2019 when the acquisition was completed. NOTE: H1 2019 poultry sales (if calculated since 01 January 2019) were at 29,777 tonnes

Poultry sales of the European operating segment remained stable at 15,855 tonnes in Q2 2020 (Q2 2020: 15,835 tonnes). Average prices decreased by 6% from EUR 2.67 in Q2 2019 to EUR 2.50 in Q2 2020.

 

 

Meat processing products1)

 

Q2 2020

Q2 2019

 

H1 2020

H1 20192)

 

 

 

 

 

 

 

 

Sales volume, third parties tonnes

 

 9,429

8,430

 

 18,635

11,092

Price per 1 kg net VAT, EUR

 

2.69

2.70

 

2.72

2.70

1) includes sausages and convenience foods

2) results of PP from 21 February 2019 when the acquisition was completed. NOTE: H1 2019 meat processing products sales (if calculated since 01 January 2019) were at 16,301 tonnes

Meat processing product sales of the European operating segment were up 12% year-on-year and amounted to 9,429 tonnes in Q2 2020 (Q2 2019: 8,430 tonnes). Average prices were relatively stable at EUR 2.69 in Q2 2020 and EUR 2.72 in H1 2020.

(in mln. US$, except margin data)

 

Q2 2020

Q2 2019

 

H1 2020

H1 20191)

 

 

 

 

 

 

 

 

Revenue

 

 79

 82

 

 157

107

 

 

 

 

 

 

 

IAS 41 standard gains

 

 2

 (1)

 

 2

 (1)

 

 

 

 

 

 

 

Gross profit

 

 24

 21

 

 44

27

Gross margin

 

30%

26%

 

28%

25%

 

 

 

 

 

 

 

Adjusted EBITDA

 

 16

 12

 

 28

16

Adjusted EBITDA margin

 

20%

15%

 

18%

15%

 

 

 

 

 

 

 

Adjusted EBITDA (net of IFRS 16)

 

 15

 12

 

 26

16

Adjusted EBITDA margin (net of IFRS 16)

 

19%

15%

 

17%

15%

1) results of PP from 21 February 2019 when the acquisition was completed. NOTE: H1 2019 EBITDA net of IFRS 16 effect (if calculated since 01 January 2019) was US$ 19 million

The European operating segment's revenue in Q2 2020 amounted to US$ 79 million, and US$ 157 million in H1 2020. Adjusted EBITDA (net of IFRS 16) reached US$ 15 million (up 19% year-on-year) and US$ 26 million (up 17% year-on-year) for Q2 2020 and H1 2020 respectively. The increase of Adjusted EBITDA in Q2 2020 compared to Q2 2019 was mainly attributable to the higher sales of more profitable meat processing products in 2020.

Current Group cash flow

(in mln. US$)

 

Q2 2020

 

Q2 2019

 

 

H1 2020

 

H1 2019

 

 

 

 

 

 

 

 

 

 

Cash from operations

 

 22

 

58

 

 

99

 

 138

Change in working capital

 

(7)

 

 24

 

 

(123)

 

 86

Net Cash from operating activities

 

15

 

 82

 

 

 (24)

 

224

 

 

 

 

 

 

 

 

 

 

Cash used in investing activities

 

(23)

 

(76)

 

 

(77)

 

(265)

Including:

 

 

 

 

 

 

 

 

 

Net cash outflow on acquisition of subsidiaries

 

 -

 

 -

 

 

 -

 

(206)

CAPEX1)

 

(20)

 

(33)

 

 

(41)

 

(62)

 

 

 

 

 

 

 

 

 

 

Cash from financing activities

 

 (41)

 

(50)

 

 

 (13)

 

 63

Dividends

 

(30)

 

(80)

 

 

(30)

 

(80)

Total financial activities

 

(71)

 

(130)

 

 

 (43)

 

(17)

 

 

 

 

 

 

 

 

 

 

Total change in cash2)

 

(79)

 

(124)

 

 

(144)

 

(58)

1)Calculated as cash used for Purchases of property, plant and equipment plus cash used for purchases of other non-current assets 2)Calculated as Net Cash from operating activities plus Cash used in investing activities plus Total financial activities

Cash flow from operations before changes in working capital for H1 2020 amounted to US$ 99 million (H1 2019: US$ 138 million).

Use of funds in working capital during H1 2020 was mostly related to investments in crops in fields to be harvested in H2 2020. The difference compared to H1 2019 was mainly attributable to higher investments in inventory during H1 2020 (sunflower and soya) designated for internal consumption, mostly due to lower stock of crops as of 31 December 2019 compared to 31 December 2018.

In H1 2020, total CAPEX amounted to US$ 41 million mainly on maintenance and modernizing Perutnina Ptuj production facilities.

Debt Structure and Liquidity

(in US$, millions)

 

30 June 2020

 

31 December 2019

 

30 June 2019

 

 

 

 

 

 

 

Total Debt 1)

 

1,473

 

1,480

 

1,498

LT Debt 1)

 

1,442

 

1,448

 

1,163

ST Debt 1)

 

31

 

 32

 

335

Trade credit facilities2)

 

(6)

 

-

 

-

Cash and bank deposits

 

(185)

 

(341)

 

(157)

Net Debt1)

 

 1,282

 

 1,139

 

  1,341

 

 

 

 

 

 

 

LTM EBITDA 1)

 

345

 

 379

 

 460

Net Debt / LTM EBITDA1)

 

3.72

 

3.01

 

 2.92

1) Net of IFRS 16 adjustments: as if any lease that would have been treated as an operating lease under IAS 17 as was in effect before the 1 January 2019, is treated as an operating lease for purposes of this calculation. In accordance with covenants in MHP's bond and loan agreements, these data exclude the effects of IFRS 16 on accounting for operating leases.

2) Indebtedness under trade credit facilities that is required to be repaid within 12 months of drawdown should be excluded for purposes of this calculation.

As of 30 June 2020, MHP's cash and cash equivalents amounted to US$ 185 million. Net debt increased to US$ 1,282 million, compared to US$ 1,139 million as at 31 December 2019. The share of long-term debt in the total outstanding debt remained unchanged at 98%. The weighted average interest rate is around 7%.

The Net Debt / LTM adjusted EBITDA (net of IFRS 16) ratio was 3.72 as of 30 June 2020, higher than the limit of 3.0 specified in the Eurobond agreement. Although exceeding the ratio of 3.0 does not constitute a breach of covenants under the indebtedness agreement, this requires the Company to introduce additional control measures. In particular, MHP is then required to supervise and assess any incurrence of additional indebtedness, restricted payments (e.g. dividends or investments in third parties), mergers with third parties outside of the Group, and granting of any financing to third parties. Such restrictions became effective on the date of publication of the audited consolidated financial statements for the year ended 31 December 2019 on 14 April 2020.

As a hedge for currency risks, revenues from the export of grain, sunflower and soybean oil, sunflower husks, and chicken meat, which are denominated in US Dollars and Euros, are more than sufficient to cover debt service expenses. Export revenue for H1 2020 amounted to US$ 453 million or 52% of total revenue (US$ 552 million or 58% of total sales in H1 2019).

 

 

 

 

 

Outlook

Globally, the poultry industry has gone through an extremely challenging time in the first half of this year with disruption due to the COVID-19 pandemic, significantly lower prices for poultry meat globally, over-supply in many markets, ongoing Brexit uncertainty in the UK and volatile currency markets. In spite of these challenges, the Company has managed to produce a good set of results and is rightly proud of this achievement.

The Company sees opportunities both in export markets and in Ukraine as a key driver for the remainder of 2020.

In addition, the acquisition of Perutnina Ptuj in 2019 has generated a strong result with better than expected financial results due to cost optimization and their strength in branded higher value-added products.

When we released the results for the first quarter of 2020, we reported on better than expected results in the grain growing division. Unfortunately, parts of Ukraine have been hit with extremely hot and arid weather conditions that have had a significantly negative impact on the final weeks of the growing season, especially in corn. Therefore, we expect lower results in corn.

In spite of the unusual combination of headwinds the Company has faced this year to date, we currently expect to deliver a financial result for the full year similar to 2019.

 

Notes to Editors:

 

About MHP

MHP is the leading producer of poultry products in Ukraine and the Balkans (Perutnina Ptuj Group).

Ukraine: MHP has the highest share of the poultry market (around 57% of industrial production) and strongest brand recognition for its products. MHP owns and operates each of the key stages of chicken production processes, from feed grains and fodder production to egg hatching and grow out to processing, marketing, distribution and sales (including through MHP's franchise outlets). Vertical integration reduces MHP's dependence on suppliers and its exposure to increases in raw material prices. In addition to cost efficiency, vertical integration also allows MHP to maintain strict biosecurity and to control the quality of its inputs and the resulting quality and consistency of its products through to the point of sale.

MHP also has a leading grain cultivation business growing corn to support the vertical integration of its chicken production and increasingly other grains, such as wheat and rape, for sale to third parties. MHP leases agricultural land located primarily in the highly fertile black soil regions of Ukraine.

 

The Balkans: Perutnina Ptuj is a leading poultry and meat-processing producer in the Balkans, with production assets in four Balkan countries: Slovenia, Croatia, Serbia, Bosnia and Herzegovina. It also owns distribution companies in Austria, Macedonia and Romania and supplies products to 15 countries in Europe. Perutnina Ptuj is vertically integrated across all stages of chicken meat production, including feed, hatching eggs, breeding, slaughtering and further poultry processing.

MHP trades on the London Stock Exchange under the symbol MHPC.

 

Forward-Looking Statements

 

This press release may contain forward-looking statements that refer to future events or forecast financial indicators for MHP SE. Such statements do not guarantee that these are actions to be taken by MHP SE in the future, and estimates can be inaccurate and uncertain. Actual final indicators and results can differ considerably from those declared in any forward-looking statements. MHP SE does not intend to change these statements to reflect actual results.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MHP SE AND ITS SUBSIDIARIES

Interim condensed consolidated Financial Statements

 

As of and for the six-month period ended 30 June 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CONTENTS

 

STATEMENT OF MEMBERS OF THE BOARD OF DIRECTORS......................................................... (a)

MANAGEMENT REPORT....................................................................................................................... (b)

REVIEW REPORT OF INTERIM condensed consolidated FINANCIAL STATEMENTS...........(d)

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2019

INTERIM CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME.................................................................................................................................................. 6

INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION.......................... 8

INTERIM CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY.......................... 9

INTERIM CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS...................................... 11

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS................... 13

1. Corporate information..................................................................................................................... 13

2. Basis of preparation and accounting policies................................................................................. 14

3. Changes in the group structure...................................................................................................... 15

4. Segment information...................................................................................................................... 17

5. Revenue......................................................................................................................................... 20

6. Profit for the period......................................................................................................................... 21

7. Deferred income............................................................................................................................. 21

8. Property, plant and equipment........................................................................................................ 21

9. Agricultural produce........................................................................................................................ 21

10. Biological assets.......................................................................................................................... 21

11. Share capital................................................................................................................................ 22

12. Bank borrowings.......................................................................................................................... 22

13. Bonds issued............................................................................................................................... 23

14. Related party balances and transactions..................................................................................... 25

15. Contingencies and contractual commitments............................................................................... 26

16. Fair value of financial instruments................................................................................................ 28

17. Risk management policy.............................................................................................................. 29

18. Dividends...................................................................................................................................... 30

19. Subsequent events....................................................................................................................... 30

20. Authorization of the interim condensed consolidated financial statements................................... 30

 

 

STATEMENT OF MEMBERS OF THE BOARD OF DIRECTORS

In accordance with Article 10 of the Transparency Requirements (Securities for Trading on Regulated Market) Law 190(l)/2007 ("Law"), as amended, we the members of the Board of Directors of MHP SE confirm that to the best of our knowledge:

(a) The interim condensed consolidated financial statements for the period from 1 January 2020 to30 June 2020 that are presented on pages 6 to 30:

i. were prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the European Union and in accordance with the provisions of Article 10 (4) of the Law, and

ii. give a true and fair view of the assets and liabilities, the financial position and the profits of MHP SE and the businesses that are included in the interim condensed consolidated financial statements, and

(b) the interim management report gives a fair review of the information required under Article 10 (6) of the Law.

 

 

3 September 2020

Members of the Board of Directors:

 

Chief Executive Officer Yuriy Kosyuk

Chief Financial Officer Viktoria Kapelyushnaya

Director Yuriy Melnyk

Director John Grant

Director John Clifford Rich

Director Roger Wills

Director Christakis Taoushanis

Director Roberto Banfi

Director Philip J Wilkinson

 

 

 

MANAGEMENT REPORT

Key financial highlights

During the six-month period ended 30 June 2020 consolidated revenue decreased by 8% to USD 867,448 thousand, compared to USD 944,727 thousand for the six-month period ended 30 June 2019. The decrease in revenue was mainly attributable to a decline in the price and export volume of chicken meat sold as well as a decrease of grain sales due to the lower amount of crops in stock designated for sale as of 31 December 2019; this was partly offset by inclusion in 2020 of the results of Perutnina Ptuj for the full six-month period compared with the shorter period from 21 February 2019 when the acquisition of Perutnina Ptuj was completed. Export sales for the six-month period ended 30 June 2020 constituted 52% of total revenue and amounted to USD 452,721 thousand, compared to USD 552,418 thousand, and 58% of total revenue for the six-month period ended 30 June 2019. The decrease in export revenue was mainly attributable to an avian influenza outbreak in Ukraine in the first quarter 2020, which caused a temporary cessation of exports from Ukraine to the EU and to certain MENA markets, as well as the impact of the COVID-19 pandemic since March 2020.

Gross profit decreased by 13% to USD 219,014 thousand for the six-month period ended30 June 2020 compared to USD 252,043 thousand for the six-month period ended 30 June 2019. The decrease was driven mainly by reduced gross profit in the poultry and related operations segment, partly offset by an increase in the Europe operating segment.

Operating profit decreased by 23% to USD 138,041 thousand for the six-month period ended 30 June 2020 compared to USD 178,204 thousand for the six-month period ended 30 June 2019. In addition to reduction in gross profit, administration, sales and distribution expenses increased primarily due to the inclusion of additional expenses of Perutnina Ptuj.

Continuing operations recorded a loss of USD 60,629 thousand for the six-month period ended 30 June 2020 compared to a profit of USD of 172,701 thousand for the six-month period ended 30 June 2019. The loss in 2020 was mainly due to an unrealized foreign exchange loss of USD 129,472 thousand for the six-month period ended 30 June 2020, mostly attributable to the effect of the UAH depreciation against the USD and EUR on bonds and bank borrowings denominated in foreign currencies; this compared to a foreign exchange gain of USD 72,696 thousand for the six-month period ended 30 June 2019.

Having regard to the activities of the Group, management believes that the above measures are frequently used by investors, analysts and stakeholders to evaluate the efficiency of the Group's operations. For further information on the above measures, please refer to page 6 of the interim condensed consolidated financial statements for the six-month period ended 30 June 2020.

Related parties

During the six-month periods ended 30 June 2020 and 30 June 2019 the Group entered into transactions with related parties that are under common control of the Principal Shareholder of the Group (Note 1) in the ordinary course of business. Detailed information on operations with related parties is disclosed in Note 14.

Dividends

On 13 April 2020, the Board of Directors approved payment of an interim dividend of USD 0.2803 per share, equivalent to USD 30,000 thousand to shareholders on the register as of 24 April 2020. The Board of Directors approved that no dividend will be paid on the Company's shares held in treasury. All dividends were fully paid to shareholders by 30 June 2020.

Risks and uncertainties

There are a number of potential risks and uncertainties which could have a material impact on the Group's performance over the remaining six months of the financial year and could cause actual results to differ materially from expected and historical results.

Except as disclosed below, the directors do not consider that the principal risks and uncertainties have changed materially since the publication of the annual report for the year ended 31 December 2019. A detailed explanation of the risks, and how the Group seeks to mitigate them, can be found on pages 145 to 149 of the annual report which is available at www.mhp.com.cy.

COVID-19

Starting from early 2020, the new coronavirus disease (COVID-19) spread rapidly all over the world, resulting in the announcement of pandemic status by the World Health Organization in March 2020. The world economy entered a period of unprecedented health-care crisis that has already caused considerable global disruption in business activities and everyday life.

 

COVID-19 had an adverse impact on the second quarter 2020 earnings, mainly because of the effect on prices as many global competitors are currently experiencing reduced demand and resulting excess stock. These challenges are anticipated to persist for the remainder of 2020 and potentially into 2021.

Although Management cannot currently predict the ultimate impact that COVID-19 will have on short and long-term demand, as it will depend on, among other things, the severity and duration of the COVID-19 crisis, they have concluded that the pandemic will not have an immediate material impact on the MHP's operations.

In spite of these adverse external factors, the Company's liquidity is expected to be adequate to continue to run operations and meet obligations as they become due.

 

3 September 2020

 

On behalf of the Board: 

Chief Executive Officer Yuriy Kosyuk

 

 

Chief Financial Officer Viktoria Kapelyushnaya 

 

REPORT ON REVIEW OF INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

To MHP SE

 

Introduction

We have reviewed the interim condensed consolidated financial statements of MHP SE (the "Company"), and its subsidiaries (collectively referred to as "the Group") on pages 6 to 30, which comprise the interim condensed consolidated statement of financial position as at 30 June 2020 and the interim condensed consolidated statements of profit or loss and other comprehensive income, changes in equity and cash flows for the six-month period then ended and selected explanatory notes. Management is responsible for the preparation and presentation of these interim condensed consolidated financial statements in accordance with International Financial Reporting Standard IAS 34 Interim Financial Reporting as adopted by the European Union. Our responsibility is to express a conclusion on these interim condensed consolidated financial statements based on our review.

 

Scope of Review

We conducted our review in accordance with International Standard on Review Engagements 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity". A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

 

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the accompanying interim condensed consolidated financial statements do not present fairly, in all material respects, the financial position of the Group as at 30 June 2020 and of its financial performance and its cash flows for the six-month period then ended in accordance with International Financial Reporting Standard IAS 34 Interim Financial Reporting as adopted by the European Union.

 

Other Matters

 

Comparative figures: The interim condensed consolidated financial statements of the Company as of and for the six-month period ended 30 June 2019, were reviewed by another auditor who expressed a modified conclusion on those statements on 5 September 2019 due to not being able to complete their review procedures on the underlying data used for the purpose of measuring and recognising a right-of-use asset and the associated lease liability as at 30 June 2019, and the respective adjustments recognised on transition to IFRS 16 as at 1 January 2019, due to issues identified in the underlying data which, as of the date of authorisation of the interim condensed consolidated financial statements as of and for the six-month period ended 30 June 2019, were still under evaluation by management. The audit opinion, expressed by the other auditor, on the consolidated financial statements of the Company for the year ended 31 December 2019, was unmodified. The adjustments recognised on transition to IFRS 16 as at 1 January 2019, in the interim condensed consolidated financial statements of the Company as of and for the six-month period ended 30 June 2019, remained the same as for the consolidated financial statements of the Company for the year ended 31 December 2019.

 

 

 

 

Financial information for the three-month period ended 30 June: the financial information presented in the interim condensed consolidated statement of profit or loss and other comprehensive income for the three-month period ended 30 June, has not been subjected to our review procedures.

 

 

 

 

Andreas Avraamides

Certified Public Accountant and Registered Auditor

for and on behalf of

 

Ernst & Young Cyprus Limited

Certified Public Accountants and Registered Auditors

 

Nicosia, Cyprus

03 September 2020

 

 

INTERIM CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

for the six-month period ended 30 June 2020

(in thousands of US dollars, unless otherwise indicated)

 

 

 

Six-month periodended 30 June

 

Three-month periodended 30 June

 

Notes

2020

 

2019

 

2020

 

2019

 

 

 

 

 

 

 

 

 

Revenue

4, 5

 867,448

 

944,727

 

 424,736

 

508,859

Net change in fair value of biological assets and agricultural produce

4

 46,329

 

41,144

 

 43,286

 

47,405

Cost of sales

 

(694,763)

 

(733,828)

 

(340,881)

 

(385,281)

Gross profit

 

 219,014

 

252,043

 

 127,141

 

170,983

 

 

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

(88,269)

 

(73,928)

 

(42,862)

 

(43,435)

Other operating income, net

 

 7,296

 

89

 

 6,751

 

247

Operating profit

6

 138,041

 

178,204

 

 91,030

 

127,795

 

 

 

 

 

 

 

 

 

Finance income

 

 7,749

 

4,213

 

 3,429

 

2,731

Finance costs

12, 13

(73,036)

 

(73,546)

 

(35,740)

 

(37,890)

Foreign exchange (loss)/gain, net

 

(129,472)

 

72,696

 

 52,479

 

51,837

Other expenses, net

 

(5,208)

 

(3,777)

 

(1,744)

 

(2,506)

(Loss)/Profit before tax

 

(61,926)

 

177,790

 

 109,454

 

141,967

Income tax gain/(expenses)

 

 1,297

 

(5,089)

 

 2,530

 

(3,029)

(Loss)/Profit for the period from continuing operations

6

(60,629)

 

172,701

 

 111,984

 

138,938

Discontinued operations

 

 

 

 

 

 

 

 

Loss for the year from discontinued operations

3

(1,482)

 

(1,220)

 

 -

 

(804)

(Loss)/Profit for the period

 

(62,111)

 

171,481

 

 111,984

 

138,134

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes on the pages 13 to 30 form an integral part of these interim condensed consolidated financial statements

 

INTERIM CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

for the six-month period ended 30 June 2020

(in thousands of US dollars, unless otherwise indicated)

 

 

Six-month periodended 30 June

 

Three-month periodended 30 June

 

Notes

2020

 

2019

 

2020

 

2019

Other comprehensive income

 

 

 

 

 

 

 

 

Items that will not be reclassified to profit or loss:

 

 

 

 

 

 

 

 

Deferred tax on revaluation of property, plant and equipment charged directly to other comprehensive income as result of intercompany sales

 

 -

 

3,515

 

 -

 

3,515

 

 

 

 

 

 

 

 

 

Items that may be reclassified to profit or loss:

 

 

 

 

 

 

 

 

Cumulative translation difference on retranslation to group's presentation currency

 

(150,042)

 

54,799

 

 54,083

 

41,500

Other comprehensive (loss)/income for the period

 

(150,042)

 

58,314

 

 54,083

 

45,015

Total comprehensive (loss)/income for the period

 

(212,153)

 

229,795

 

 166,067

 

183,149

 

 

 

 

 

 

 

 

 

(Loss)/Profit attributable to:

 

 

 

 

 

 

 

 

Equity holders of the Parent

 

(67,234)

 

169,369

 

 107,560

 

135,319

Non-controlling interests

 

 5,123

 

2,112

 

 4,424

 

2,815

 

 

(62,111)

 

171,481

 

 111,984

 

138,134

Total comprehensive (loss)/income attributable to:

 

 

 

 

 

 

 

 

Equity holders of the Parent

 

(215,752)

 

226,482

 

 160,757

 

179,146

Non-controlling interests

 

 3,599

 

3,313

 

 5,310

 

4,003

 

 

(212,153)

 

229,795

 

 166,067

 

183,149

(Loss)/Earnings per share from continuing and discontinued operations

 

 

 

 

 

 

 

 

Basic and diluted (loss)/earnings per share (USD per share)

 

(0.63)

 

1,58

 

 1.00

 

1,26

 

 

 

 

 

 

 

 

 

(Loss)/Earnings per share from continuing operations

 

 

 

 

 

 

 

 

Basic and diluted (loss)/earnings per share (USD per share)

 

(0.61)

 

1,60

 

 1.00

 

1,27

 

 

On behalf of the Board: 

 

Chief Executive Officer Yuriy Kosyuk

 

 

Chief Financial Officer Viktoria Kapelyushnaya

 

 

 

 

 

 

 

The accompanying notes on the pages 13 to 30 form an integral part of these interim condensed consolidated financial statements

 

INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

as of 30 June 2020

(in thousands of US dollars, unless otherwise indicated)

 

 

Notes

30 June 2020

 

31 December 2019

ASSETS

 

 

 

 

 

Non-current assets

 

 

 

 

 

Property, plant and equipment

8

 1,788,443

 

 2,049,298

 

Right-of-use asset

 

 209,981

 

 229,244

 

Goodwill

3

 64,876

 

64,843

 

Non-current biological assets

 

 27,436

 

 29,652

 

Long-term bank deposits

 

 3,318

 

 3,298

 

Deferred tax assets

 

 1,866

 

 2,284

 

Intangible assets

 

 96,324

 

106,522

 

Other non-current assets

 

 77,252

 

 23,713

 

 

 

 2,269,496

 

 2,508,854

 

Current assets

 

 

 

 

 

Inventories

 

 208,158

 

 208,389

 

Biological assets

10

 416,614

 

 205,747

 

Agricultural produce

9

 114,528

 

 215,816

 

Other current assets, net

 

 30,311

 

 52,573

 

Taxes recoverable and prepaid, net

 

 29,804

 

 30,030

 

Trade accounts receivable, net

 

 120,207

 

 124,474

 

Cash and cash equivalents

 

 185,266

 

 340,735

 

Assets classified as held for sale

3

 -

 

 3,877

 

 

 

 1,104,888

 

 1,181,641

 

TOTAL ASSETS

 

 3,374,384

 

 3,690,495

 

 

 

 

 

 

 

EQUITY AND LIABILITIES

 

 

 

 

 

Equity

 

 

 

 

 

Share capital

11

 284,505

 

 284,505

 

Treasury shares

 

(44,593)

 

 (44,593)

 

Additional paid-in capital

 

 174,022

 

 174,022

 

Revaluation reserve

 

 724,920

 

 862,435

 

Retained earnings

 

 1,188,394

 

 1,148,113

 

Translation reserve

 

(990,706)

 

 (842,188)

 

Equity attributable to equity holders of the Parent

 

 1,336,542

 

 1,582,294

 

Non-controlling interests

 

 17,171

 

 13,572

 

Total equity

 

 1,353,713

 

 1,595,866

 

 

 

 

 

 

 

Non-current liabilities

 

 

 

 

 

Bank borrowings

12

 66,766

 

 75,880

 

Bonds issued

13

 1,368,425

 

 1,365,669

 

Lease liabilities

16,17

 161,420

 

 151,789

 

Deferred income

7

43,751

 

 49,933

 

Deferred tax liabilities

 

 46,041

 

 55,305

 

Other non-current liabilities

 

 6,273

 

 5,872

 

 

 

 1,692,676

 

 1,704,448

 

Current liabilities

 

 

 

 

 

Trade accounts payable

 

 147,309

 

 147,334

 

Other current liabilities

 

 64,849

 

 70,701

 

Advances received

 

 30,931

 

61,293

 

Bank borrowings

12

 26,137

 

 24,945

 

Interest payable

12,13

 21,726

 

21,789

 

Lease liabilities

16,17

 37,043

 

 64,074

 

Liabilities directly associated with assets classified as held for sale

3

 -

 

 45

 

 

 

 327,995

 

 390,181

 

TOTAL LIABILITIES

 

 2,020,671

 

 2,094,629

 

TOTAL EQUITY AND LIABILITIES

 

 3,374,384

 

 3,690,495

 

 

 

 

 

 

 

 

On behalf of the Board:

Chief Executive Officer Yuriy Kosyuk

Chief Financial Officer Viktoria Kapelyushnaya

The accompanying notes on the pages 13 to 30 form an integral part of these interim condensed consolidated financial statements

 

INTERIM CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

for the six-month period ended 30 June 2020

(in thousands of US dollars, unless otherwise indicated)

 

 

 

Attributable to equity holders of the Parent

 

 

 

 

 

 

 

Share

capital

 

Treasury shares

 

Additional paid-in capital

 

Revaluation reserve

 

Retained earnings

 

Translation reserve

 

Total

 

Non-controlling interests

 

Total equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of 1 January 2020

 284,505

 

 (44,593)

 

 174,022

 

 862,435

 

 1,148,113

 

 (842,188)

 

 1,582,294

 

 13,572

 

 1,595,866

Loss for the period

 -

 

 -

 

 -

 

 -

 

 (67,234)

 

 -

 

(67,234)

 

 5,123

 

(62,111)

Other comprehensive loss

 -

 

 -

 

 -

 

 -

 

 -

 

 (148,518)

 

 (148,518)

 

 (1,524)

 

(150,042)

Total comprehensive loss for the period

 -

 

 -

 

 -

 

 -

 

(67,234)

 

(148,518)

 

(215,752)

 

 3,599

 

(212,153)

Transfer from revaluation reserve to retained earnings

 -

 

 -

 

 -

 

 (41,585)

 

 41,585

 

 -

 

 -

 

 -

 

 -

Dividends declared by the Parent (Note 18)

 -

 

 -

 

 -

 

 -

 

 (30,000)

 

 -

 

(30,000)

 

-

 

(30,000)

Translation differences on revaluation reserve

-

 

-

 

-

 

 (95,930)

 

 95,930

 

-

 

 -

 

-

 

 -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of 30 June 2020

 284,505

 

 (44,593)

 

 174,022

 

 724,920

 

 1,188,394

 

 (990,706)

 

 1,336,542

 

 17,171

 

 1,353,713

 

 

 

 

 

 

 

 

 

On behalf of the Board:

Chief Executive Officer Yuriy Kosyuk

Chief Financial Officer Viktoria Kapelyushnaya

 

 

 

 

 

 

 

 

 

 

The accompanying notes on the pages 13 to 30 form an integral part of these interim condensed consolidated financial statements

 

INTERIM CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

for the six-month period ended 30 June 2019

(in thousands of US dollars, unless otherwise indicated)

 

 

Attributable to equity holders of the Parent

 

 

 

 

 

 

 

Share

capital

 

Treasury shares

 

Additional paid-in capital

 

Revaluation reserve

 

Retained earnings

 

Translation reserve

 

Total

 

Non-controlling interests

 

Total equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of 1 January 2019

 284,505

 

 (44,593)

 

 174,022

 

 642,800

 

 1,040,327

 

 (1,015,591)

 

 1,081,470

 

 16,536

 

 1,098,006

Profit for the period

 -

 

 -

 

 -

 

 -

 

169,369

 

 -

 

169,369

 

 2,112

 

 171,481

Other comprehensive income

 -

 

 -

 

 -

 

 3,515

 

 -

 

 53,598

 

 57,113

 

 1,201

 

 58,314

Total comprehensive income for the period

 -

 

 -

 

 -

 

 3,515

 

 169,369

 

 53,598

 

 226,482

 

 3,313

 

 229,795

Transfer from revaluation reserve to retained earnings

 -

 

 -

 

 -

 

 (36,325)

 

 36,325

 

 -

 

 -

 

 -

 

 -

Dividends declared by the Parent

 -

 

 -

 

 -

 

 -

 

 (80,000)

 

 -

 

(80,000)

 

-

 

(80,000)

Dividends declared by subsidiaries

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(4,658)

 

(4,658)

Non-controlling interests acquired

-

 

-

 

-

 

-

 

-

 

-

 

-

 

 14,758

 

14,758

Increase of Group's effective ownership interest in subsidiaries

-

 

-

 

-

 

-

 

(4,952)

 

-

 

(4,952)

 

(13,271)

 

(18,223)

Translation differences on revaluation reserve

-

 

-

 

-

 

36,237

 

 (36,237)

 

-

 

 -

 

-

 

 -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of 30 June 2019

 284,505

 

 (44,593)

 

 174,022

 

 646,227

 

 1,124,832

 

 (961,993)

 

 1,223,000

 

 16,678

 

 1,239,678

 

 

 

 

 

 

 

 

 

 

 

 

On behalf of the Board:

Chief Executive Officer Yuriy Kosyuk

Chief Financial Officer Viktoria Kapelyushnaya

 

 

 

 

 

 

The accompanying notes on the pages 13 to 30 form an integral part of these interim condensed consolidated financial statements

 

INTERIM CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

for the six-month period ended 30 June 2020

(in thousands of US dollars, unless otherwise indicated)

 

Notes

Six-month period ended 30 June 2020

 

Six-month period ended 30 June 2019

Operating activities

 

 

 

 

(Loss)/Profit before tax

 

 (61,926)

 

 177,790

Non-cash adjustments to reconcile profit before tax to net cash flows

 

 

 

 

Loss before tax from discontinued operations

 

 (1,482)

 

(1,220)

Depreciation and amortization expense

4

 87,738

 

 70,074

Net change in fair value of biological assets and agricultural produce

4

 (46,329)

 

 (41,144)

Change in allowance for irrecoverable amounts and direct

write-offs

 

 1,503

 

 (188)

Loss on disposal of property, plant and equipment and other non-current assets

 

 270

 

 62

Finance income

 

 (7,749)

 

 (4,213)

Finance costs

 

 73,036

 

 73,546

Released deferred income

 

 (772)

 

 (848)

Non-operating foreign exchange loss/(gain), net

 

 129,472

 

 (72,696)

Operating cash flows before movements in working capital

 

 173,761

 

 201,163

Working capital adjustments

 

 

 

 

Change in inventories

 

 (39,188)

 

 99,352

Change in biological assets

10

 (143,173)

 

 (161,003)

Change in agricultural produce

9

 54,352

 

 85,090

Change in other current assets

 

 1,906

 

 6,568

Change in taxes recoverable and prepaid

 

 (5,717)

 

 4,795

Change in trade accounts receivable

 

 (5,402)

 

 (19,215)

Change in advances received

 

 (23,146)

 

6,570

Change in other liabilities

 

 12,409

 

 (4,944)

Change in trade accounts payable

 

 24,827

 

 68,935

Cash generated by operations

 

 50,629

 

 287,311

Interest received

 

 7,530

 

 4,213

Interest paid

 

(79,853)

 

(63,483)

Income taxes paid

 

(2,072)

 

(3,846)

Net cash flows (used in)/from operating activities

 

(23,766)

 

 224,195

Investing activities

 

 

 

 

Purchases of property, plant and equipment

8

(38,566)

 

(61,212)

Purchases of other non-current assets

 

(2,063)

 

(839)

Proceeds from disposals of property, plant and equipment

 

 1,145

 

 902

Proceeds from disposals of assets held for sale

3

 2,700

 

-

Purchases of non-current biological assets

 

(699)

 

(603)

Government grants received

7

 -

 

 5,996

Additions to right-of-use assets

 

(2,008)

 

(3,990)

Acquisition of subsidiaries, net of cash acquired

3

 -

 

(205,724)

Investments in short-term deposits

 

(193)

 

-

Loans provided to employees, net

 

(1,288)

 

(1,512)

Loans provided to related parties

 

(36,047)

 

(7,886)

Loans repaid by related parties

 

 -

 

 10,115

Net cash flows used in investing activities

 

(77,019)

 

(264,753)

Financing activities

 

 

 

 

Proceeds from bank borrowings

 

 65,362

 

 200,534

Repayment of bank borrowings

 

(74,663)

 

(111,539)

Repayment of lease liabilities

 

(3,828)

 

(6,943)

Dividends paid

18

(30,000)

 

(80,000)

Dividends paid by subsidiaries to non-controlling shareholders

 

(30)

 

(200)

Acquisition of non-controlling interest

3

 -

 

(18,223)

Transaction costs related to bank loans received

 

 -

 

(697)

Net cash flows used in financing activities

 

(43,159)

 

(17,068)

Net decrease in cash and cash equivalents

 

(143,944)

 

(57,626)

Net foreign exchange difference on cash and cash equivalents

 

(11,525)

 

 2,724

Cash and cash equivalents at 1 January

 

 340,735

 

 211,768

Cash and cash equivalents at 30 June

 

 185,266

 

 156,866

The accompanying notes on the pages 13 to 30 form an integral part of these interim condensed consolidated financial statements

 

INTERIM CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (continued)

for the six-month period ended 30 June 2020

(in thousands of US dollars, unless otherwise indicated)

 

 

Notes

Six-month period ended 30 June 2020

 

Six-month period ended 30 June 2019

Non-cash transactions

 

 

 

 

Additions of property, plant and equipment financed through direct bank-lender payments to the vendor

 

 -

 

 1,318

Non-cash repayments of lease liabilities

 

 2,422

 

-

 

 

 

On behalf of the Board:

Chief Executive Officer Yuriy Kosyuk

Chief Financial Officer Viktoria Kapelyushnaya

 

 

 

 

 

 

 

 

The accompanying notes on the pages 13 to 30 form an integral part of these interim condensed consolidated financial statements

 

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

for the six-month period ended 30 June 2020

(in thousands of US dollars, unless otherwise indicated)

1. Corporate information

MHP SE (the "Parent" or "MHP SE"), a limited liability company (Societas Europaea) registered under the laws of Cyprus, was formed on 30 May 2006. Hereinafter, MHP SE and its subsidiaries are referred to as the "MHP SE Group" or the "Group". The registered address of MHP SE is 16-18 Zinas Kanther Street, Agia Triada, 3035 Limassol, Cyprus.

The controlling shareholder of MHP SE is Mr. Yuriy Kosyuk ("Principal Shareholder"), who owns 100% of the shares of WTI Trading Limited ("WTI"), which is the immediate majority shareholder of MHP SE, which in turn directly owns of 59,7% of the total outstanding share capital of MHP SE.

The principal business activities of the Group are poultry and related operations, grain growing, as well as meat processing and other agricultural operations. The Group's poultry and related operations integrate all functions related to the production of chicken, including hatching, fodder manufacturing, raising chickens to marketable age ("grow-out"), processing and marketing of branded chilled products and include the production and sale of chicken products, vegetable oil, mixed fodder. Grain growing comprises the production and sale of grains. Meat processing and other agricultural operations comprise the production and sale of cooked meat, sausages, convenience food products, milk and feed grains. As at 30 June 2020 the Group employed 31,269 people (31 December 2019: 31,427 people).

The primary subsidiaries, the principal activities of the companies forming the Group and the Parent's effective ownership interest as of 30 June 2020 and 31 December 2019 were as follows:

Name

Country of registration

Year established/acquired

Principal activities

30 June 2020

31 December 2019

 

 

 

 

 

 

Raftan Holding Limited

Cyprus

2006

Sub-holding Company

100.0%

100.0%

Hemiak Investments Limited

Cyprus

2018

Sub-holding Company

100.0%

100.0%

MHP Lux S.A.

Luxembourg

2018

Finance Company

100.0%

100.0%

Myronivsky Hliboprodukt

Ukraine

1998

Management, marketing and sales

99.9%

99.9%

Myronivsky Plant of Manufacturing Feeds and Groats

Ukraine

1998

Fodder and vegetable

 oil production

88.5%

88.5%

Vinnytska Ptakhofabryka

Ukraine

2011

Chicken farm

100.0%

99.9%

Peremoga Nova

Ukraine

1999

Breeder farm

99.9%

99.9%

Oril-Leader

Ukraine

2003

Chicken farm

99.9%

99.9%

Myronivska Pticefabrika

Ukraine

2004

Chicken farm

99.9%

99.9%

Starynska Ptakhofabryka

Ukraine

2003

Breeder farm

100.0%

100.0%

Zernoprodukt MHP

Ukraine

2005

Grain cultivation

99.9%

99.9%

Katerinopilskiy Elevator

Ukraine

2005

Fodder production and grain storage, vegetable oil production

99.9%

99.9%

SPF Urozhay

Ukraine

2006

Grain cultivation

99.9%

99.9%

Agrofort

Ukraine

2006

Grain cultivation

99.9%

99.9%

Urozhayna Krayina

Ukraine

2010

Grain cultivation

99.9%

99.9%

Ukrainian Bacon

Ukraine

2008

Meat processing

79.9%

79.9%

AgroKryazh

Ukraine

2013

Grain cultivation

51.0%

51.0%

Agro-S

Ukraine

2013

Grain cultivation

51.0%

51.0%

Zakhid-Agro MHP

Ukraine

2015

Grain cultivation

100.0%

100.0%

Perutnina Ptuj d.d.

Slovenia

2019

Poultry production

100.0%

100.0%

MHP Trading FZE

United Arab Emirates

2018

Trading in vegetable oil and poultry meat

100.0%

100.0%

MHP Food Trading

United Arab Emirates

2016

Trading in vegetable oil and poultry meat

100.0%

100.0%

MHP B.V.

 Netherlands

2014

Trading in poultry meat

100.0%

100.0%

MHP Trade B.V.

 Netherlands

2018

Trading in poultry meat

100.0%

100.0%

The Group's primary operational facilities are located in different regions of Ukraine as well as in Southeast Europe, including Slovenia, Serbia, Croatia and Bosnia and Herzegovina.

 

Notes to the INTERIM CONDENSED Consolidated financial statements

for the six-month period ended 30 June 2020

(in thousands of US dollars, unless otherwise indicated)

2. Basis of preparation and accounting policies

Basis of preparation

The interim condensed consolidated financial statements for the six-month period ended 30 June 2020 have been prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting" as adopted by the European Union.

Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with International Financial Reporting Standards ("IFRS") have been condensed or omitted. However, such information reflects all adjustments (consisting of normal recurring adjustments), which are, in the opinion of the Group management, necessary to fairly state the results of interim periods. Interim results are not necessarily indicative of the results to be expected for the full year.

These interim condensed consolidated financial statements have been prepared on the assumption that the Group is a going concern and will continue in operation for the foreseeable future.

The 31 December 2019 statement of financial position was derived from the audited consolidated financial statements, which were prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union (EU) and the requirements of the Cyprus Companies Law, Cap.113. Audited annual consolidated financial statements are available at www.mhp.com.cy.

Adoption of new and revised International Financial Reporting Standards

The adoption of the new or revised Standards did not have any effect on the financial position or performance of the Group and did not result in any changes to the Group's accounting policies and the amounts reported in the interim condensed consolidated financial statements of the Group.

Functional and presentation currencies

The functional currency of Ukrainian companies of the Group is the Ukrainian Hryvnia ("UAH"); the functional currency of the Cyprus companies and Luxembourg company of the Group is US Dollars ("USD"), the functional currency of the Slovenian companies of the Group is EURO ("EUR"). Transactions in currencies other than the functional currency of the entities concerned are treated as transactions in foreign currencies. Such transactions are initially recorded at the rates of exchange ruling at the dates of the transactions. Monetary assets and liabilities denominated in such currencies are translated at the rates prevailing on the reporting date. All realized and unrealized gains and losses arising on exchange differences are recognized in the consolidated statement of profit or loss and other comprehensive income for the period.

These consolidated financial statements are presented in US Dollars ("USD"), which is the Group's presentation currency.

The results and financial position of the Group are translated into the presentation currency using the following procedures:

· Assets and liabilities for each consolidated statement of financial position presented are translated at the closing rate as of the reporting date of that statement of financial position;

· Income and expenses for each consolidated statement of profit or loss and other comprehensive income are translated at exchange rates at the dates of the transactions;

· All resulting exchange differences are recognized as a separate component of equity;

· All equity items, except for the revaluation reserve, are translated at the historical exchange rate. The revaluation reserve is translated at the closing rate as of the date of the statement of financial position.

For practical reasons, the Group translates items of income and expenses for each period presented in the financial statements using the quarterly average exchange rates, if such translations reasonably approximate the results translated at exchange rates prevailing at the dates of the transactions.

The following exchange rates were used:

Currency

Closing rate as of 30 June 2020

Average for six months ended 30 June 2020

Average for three months ended 30 June 2020

Closing rate as of 31 December 2019

Average for six months ended 30 June 2019

Average for three months ended 30 June 2019

UAH/USD

26.6922

25.9834

26.9143

23.6862

26.9316

26.5615

UAH/EUR

29.9500

28.6091

29.6028

26.4220

30.4277

29.8327

Notes to the INTERIM CONDENSED Consolidated financial statements

for the six-month period ended 30 June 2020

(in thousands of US dollars, unless otherwise indicated)

2. Basis of preparation and accounting policies (continued)

Significant accounting policies

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 2019.

Reclassifications and revisions

Certain comparative information presented in the interim condensed consolidated financial statements for the six-month period ended 30 June 2019 has been revised in order to achieve comparability with the presentation used in the interim condensed consolidated financial statements for the six-month period ended 30 June 2020. Such reclassifications and revisions were not significant to the Group financial statements.

Seasonality of operations

Poultry and related operations, Europe operating segment and Meat processing and other agricultural operations are not significantly exposed to seasonal fluctuations.

Grain growing segment, due to seasonality and implications of IAS 41, in the first half of the year mainly reflects sales of carried forward agricultural produce and the effect of biological assets revaluation, while during the second half of the year it reflects sales of crops and the effect of revaluation of agricultural produce harvested during the year. Also, grain growing segment has seasonal requirements for working capital increase from November to May, due to the sowing campaign.

3. Changes in the group structure

Discontinued operation

During the three-month period ended 31 March 2020, according to management's plan, the Group disposed of the Snyatynska poultry farm, which was located in Ukraine and carried out goose meat and foie gras operations, and was previously presented within Meat processing and other agricultural operations segment.

As at 31 December 2019 the Snyatynska poultry farm has been classified and accounted for as a disposal group held for sale.

Discontinued operations are excluded from the results of continuing operations and are presented as a single amount as profit or loss after tax from discontinued operations in the consolidated statement of profit or loss. All other notes to the financial statements include amounts for continuing operations, unless otherwise mentioned.

The net assets as of the date of disposal amounted to USD 3,303 thousand. The total cash consideration amounted to USD 2,700 thousand, which was received during this reporting period.

For further information about the discontinued operation please refer to Note 2 in the consolidated financial statements of the Group as of and for the year ended 31 December 2019.

Acquisitions 

On 21 February 2019, the Group acquired 90.69% of the issued share capital and thereby obtained control of Perutnina Ptuj, a Slovenian based international meat-processing company, who is a producer of poultry meat and poultry meat products in Southeast Europe. Perutnina Ptuj together with its subsidiaries has a production capacity of 55,000 tonnes per annum of poultry meat and more than 35,000 tonnes per annum of value-added meat products. Perutnina Ptuj was acquired in line with MHP's strategy and will provide a platform for further development and opportunities in the EU with further capacity expansion planned over the next 3 to 5 years.

The final fair values of identifiable assets acquired and liabilities assumed and any non-controlling interests are as set out in the table below.

 

 

Notes to the INTERIM CONDENSED Consolidated financial statements

for the six-month period ended 30 June 2020

(in thousands of US dollars, unless otherwise indicated)

Acquisitions (continued)

 

 

21 February 2019

Inventories

 

35,371

Biological assets

 

8,721

Trade accounts receivable, net

 

36,198

Cash and cash equivalents

 

20,986

Other current liabilities less other current assets

 

(8,103)

Property, plant and equipment

 

179,581

Right-of-use asset

 

14,564

Identifiable intangible assets

 

53,448

Trade accounts payable

 

(34,283)

Deferred tax liabilities net of deferred tax assets

 

(18,338)

Other non-current liabilities less other non-current assets

 

(6,073)

Bank borrowings and lease liabilities 1)

 

(74,960)

Contingent liabilities

 

(3,092)

Total identifiable assets

 

204,020

Goodwill

 

61,518

Non-controlling interest of in 7.61 % of Perutnina Ptuj 2)

 

(15,526)

Total consideration due and payable

 

250,012

Net cash outflow arising on acquisition:

 

 

Cash consideration paid

 

250,012

Less: amount paid in 2018

 

(23,302)

Less: cash and cash equivalent balances acquired

 

(20,986)

 

 

205,724

1) includes USD 16,466 thousand of lease liabilities recognised in accordance with the adoption of IFRS 16.

2) At the date of acquisition, there were 200,488 treasury shares

The final fair value of the total identifiable assets acquired was increased by USD 10,087 thousand from previously reported provisional amounts mainly as a result of finalizing the necessary valuations of intangible assets.

The consideration was paid as follows: USD 23,302 thousand in 2018 as a prepayment and USD 226,710 thousand in 2019. Acquisition-related costs amounted to USD 2,689 thousand.

The fair value of the trade receivables is USD 36,198 thousand and a gross contractual value of USD 38,474 thousand. The best estimate at acquisition date of the contractual cash flows not to be collected is USD 2,276thousand.

The goodwill of USD 61,518 thousand arising from the acquisition attributed to the expected synergies and other benefits from combining the assets and activities of Perutnina Ptuj with those of the Group:

· the acquisition was in line with the Group's strategy to extend a presence in EU markets. Perutnina Ptuj has production assets in four Balkan countries: Slovenia, Croatia, Serbia, Bosnia and Herzegovina; owns distribution companies in Austria, North Macedonia and Romania and supplies products to 15 countries in Europe. Perutnina has strong brands and customer base;

· Perutnina Ptuj has the ability to increase production of poultry products using existing production capacities. As a leading cost-efficient poultry producer, the Group has solid expertise in cost optimization and the management expects to improve the profitability of Perutnina Ptuj;

· Perutnina Ptuj will provide the Group a platform for further production capacity expansion in Europe.

None of the goodwill is expected to be deductible for income tax purposes.

The non-controlling interest (7.61% ownership interest Perutnina Ptuj) recognised at the acquisition date was measured as a proportionate share of the acquired entity's net identifiable assets and amounted toUSD 15,526 thousand.

Changes in non-controlling interests in subsidiaries

Since acquisition date and up to 31 of December 2019, the Group has increased its effective ownership interest in Perutnina Ptuj to 100% through the purchase of a non-controlling interest for the amount USD 20,341 thousand. The difference between the carrying value of the net assets acquired and the consideration paid was recognised as an adjustment to retained earnings in the amount of USD 5,119 thousand. 

Notes to the INTERIM CONDENSED Consolidated financial statements

for the six-month period ended 30 June 2020

(in thousands of US dollars, unless otherwise indicated)

4. Segment information

The Group's business is managed on a worldwide basis, but operates manufacturing facilities and sales offices primarily in Ukraine and Europe.

Reportable segments are presented in a manner consistent with the internal reporting to the Group's chief operating decision maker ("CODM").

Segment information is analysed on the basis of the types of goods supplied by the Group's operating divisions. The Group's reportable segments under IFRS 8 are as follows:

Poultry and related operations segment:

 

sales of chicken meat

sales of vegetable oil and related products

other poultry related sales

Grain growing operations segment:

sales of grain

Meat processing and other agricultural operations segment:

sales of meat processing products and other meat

other agricultural operations (milk, feed grains and other)

Europe operating segment:

sales of meat processing and chicken meat products in Southeast Europe

The accounting policies of the reportable segments are the same as the Group's accounting policies described in Note 2. Sales between segments are carried out at market prices. The segment result represents operating profit under IFRS before unallocated corporate expenses and loss on impairment of property, plant and equipment. Unallocated corporate expenses include management remuneration, representative expenses, and expenses incurred in respect of the maintenance of office premises. This is the measure reported to the CODM for the purposes of resource allocation and assessment of segment performance.

Europe operating segment primarily includes sales of chicken meat and meat processing products, produced in the facilities of Perutnina Ptuj. However, the CODM manages this as a single segment, on the basis that each of research, development, manufacture, distribution and selling of chicken meat and meat processing products requires single marketing strategies, centralised budgeting process and centralised management of production operations.

 

 

Notes to the INTERIM CONDENSED Consolidated financial statements

for the six-month period ended 30 June 2020

(in thousands of US dollars, unless otherwise indicated)

4. Segment information (continued)

The following table presents revenue and profit information regarding the Group's operating segments for the six-month period ended 30 June 2020:

 

Poultry

and related operations

Grain growing operations

Meat processing and other agricultural operations

Europe operating segment

Total reportable segments

Eliminations

Consolidated

 

 

 

 

 

 

 

 

External sales

 608,312

 34,594

 67,416

 157,126

 867,448

 -

 867,448

Sales between business segments

 14,919

 93,697

 166

 -

 108,782

 (108,782)

 -

Total revenue

 623,231

 128,291

 67,582

 157,126

 976,230

 (108,782)

 867,448

Segment results

 71,767

 48,836

 5,210

 18,064

 143,877

 -

 143,877

Unallocated corporate expenses

 

 

 

 

 

 

 (5,836)

Other expenses, net 1)

 

 

 

 

 

 

 (199,967)

Profit before tax from continuing operations

 

 

 

 

 

 

 (61,926)

Other information:

 

 

 

 

 

 

 

Depreciation and amortization expense 2)

 50,519

 23,783

 3,507

 9,448

 87,257

 -

 87,257

 

 

 

 

 

 

 

 

Net change in fair value of biological assets and agricultural produce

 6,227

 37,724

 371

 2,007

 46,329

 -

 46,329

1) Includes finance income, finance costs, foreign exchange gain (net) and other expenses (net).

2) Depreciation and amortization for the six-month period ended 30 June 2020 does not include unallocated depreciation and amortization in the amount of USD 481 thousand.

The following table presents revenue and profit information regarding the Group's operating segments for the six-month period ended 30 June 2019:

 

Poultry

and related operations

Grain growing operations

Meat processing and other agricultural operations

Europe operating segment

Total reportable segments

Eliminations

Consolidated

 

 

 

 

 

 

 

 

External sales

 687,762

 83,160

 66,501

 107,304

944,727

 -

 944,727

Sales between business segments

 20,532

 96,424

 138

 -

117,094

 (117,094)

 -

Total revenue

 708,294

 179,584

 66,639

 107,304

1,061,821

 (117,094)

 944,727

Segment results

 115,257

 61,352

 4,974

 8,984

190,567

 -

 190,567

Unallocated corporate expenses

 

 

 

 

 

 

 (12,363)

Other expenses, net 1)

 

 

 

 

 

 

 (414)

Profit before tax from continuing operations

 

 

 

 

 

 

 177,790

Other information:

 

 

 

 

 

 

 

Depreciation and amortization expense 2)

 45,837

 12,999

 3,575

 6,884

69,295

 -

 69,295

 

 

 

 

 

 

 

 

Net change in fair value of biological assets and agricultural produce

 16,786

 25,971

 (910)

 (703)

41,144

-

 41,144

1) Includes finance income, finance costs, foreign exchange gain (net) and other expenses (net).

2) Depreciation and amortization for the six-month period ended 30 June 2019 does not include unallocated depreciation and amortization in the amount of USD 402 thousand.

 

 

Notes to the INTERIM CONDENSED Consolidated financial statements

for the six-month period ended 30 June 2020

(in thousands of US dollars, unless otherwise indicated)

4. Segment information (continued)

The following table presents revenue and profit information regarding the Group's operating segments for the three-month period ended 30 June 2020:

 

Poultry

and related operations

Grain growing operations

Meat processing and other agricultural operations

Europe operating segment

Total reportable segments

Eliminations

Consolidated

 

 

 

 

 

 

 

 

External sales

 302,011

 9,969

 33,554

 79,202

 424,736

-

 424,736

Sales between business segments

 6,279

 23,700

 (101)

 -

 29,878

 (29,878)

-

Total revenue

 308,290

 33,669

 33,453

 79,202

 454,614

 (29,878)

 424,736

Segment results

 28,979

 50,310

 1,494

 11,151

 91,934

 -

 91,934

Unallocated corporate expenses

 

 

 

 

 

 

 (904)

Other expenses, net 1)

 

 

 

 

 

 

 18,424

Profit before tax from continuing operations

 

 

 

 

 

 

 109,454

Other information:

 

 

 

 

 

 

 

Depreciation and amortization expense 2)

 24,754

 7,222

 1,729

 4,407

 38,112

-

 38,112

 

 

 

 

 

 

 

 

Net change in fair value of biological assets and agricultural produce

 (5,052)

 45,530

 933

 1,875

 43,286

-

 43,286

1) Includes finance income, finance costs, foreign exchange gain (net) and other expenses (net).

2) Depreciation and amortization for the three-month period ended 30 June 2020 does not include unallocated depreciation and amortization in the amount of USD 231 thousand.

The following table presents revenue and profit information regarding the Group's operating segments for the three-month period ended 30 June 2019:

 

Poultry

and related operations

Grain growing operations

Meat processing and other agricultural operations

Europe operating segment

Total reportable segments

Eliminations

Consolidated

 

 

 

 

 

 

 

 

External sales

360,085

 30,650

36,502

81,622

508,859

 -

508,859

Sales between business segments

10,025

 55,877

 72

 -

65,974

(65,974)

 -

Total revenue

370,110

86,527

36,574

 81,622

574,833

(65,974)

508,859

Segment results

 66,342

 57,577

3,614

 6,061

133,594

 -

 133,594

Unallocated corporate expenses

 

 

 

 

 

 

 (5,799)

Other expenses, net 1)

 

 

 

 

 

 

14,172

Profit before tax from continuing operations

 

 

 

 

 

 

 141,967

Other information:

 

 

 

 

 

 

 

Depreciation and amortization expense 2)

 23,255

5,515

1,832

6,001

36,603

 -

 36,603

 

 

 

 

 

 

 

 

Net change in fair value of biological assets and agricultural produce

6,267

42,793

(369)

(1,286)

47,405

-

47,405

 1) Includes finance income, finance costs, foreign exchange gain (net) and other expenses (net).

2) Depreciation and amortization for the three-month period ended 30 June 2019 does not include unallocated depreciation and amortization in the amount of USD 218 thousand.

 

 

Notes to the INTERIM CONDENSED Consolidated financial statements

for the six-month period ended 30 June 2020

(in thousands of US dollars, unless otherwise indicated)

4. Segment information (continued)

Non-current assets based on the geographic location of the manufacturing facilities were as follows as of30 June 2020 and 31 December 2019:

 

2020

 

2019

 

 

 

 

Ukraine

1,956,918

 

2,251,447

Europe

234,551

 

234,209

 

2,191,469

 

2,485,656

Non-current assets excluding deferred tax assets and non-current financial assets.

5. Revenue

Revenue for the six-month and three-month periods ended 30 June 2020 and 2019 was as follows:

 

Six-month periodended 30 June

 

Three-month periodended 30 June

 

2020

 

2019

 

2020

 

2019

 

 

 

 

 

 

 

 

Poultry and related operations segment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Chicken meat

 422,928

 

 500,046

 

 211,639

 

 269,974

Vegetable oil and related products

 131,149

 

 141,239

 

 64,244

 

 65,731

Shipping and handling services

 33,611

 

 29,269

 

 16,656

 

 16,187

Other poultry related sales

 20,624

 

 17,208

 

 9,472

 

 8,193

 

 608,312

 

 687,762

 

 302,011

 

 360,085

 

 

 

 

 

 

 

 

Grain growing operations segment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Grain

 32,921

 

 73,571

 

 9,674

 

 26,521

Shipping and handling services

 1,673

 

 9,589

 

 295

 

 4,129

 

 34,594

 

 83,160

 

 9,969

 

 30,650

 

 

 

 

 

 

 

 

Meat processing and other agricultural operations segment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other meat

 51,051

 

 49,775

 

 25,726

 

 26,987

Other agricultural sales

 14,084

 

 14,251

 

 6,705

 

 8,176

Shipping and handling services

 2,281

 

 2,475

 

 1,123

 

 1,339

 

 67,416

 

 66,501

 

 33,554

 

 36,502

 

 

 

 

 

 

 

 

Europe operating segment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Chicken meat

 80,912

 

 57,713

 

 41,065

 

 44,107

Other meat

 58,545

 

 36,337

 

 28,989

 

 27,698

Other agricultural sales

 14,165

 

 10,559

 

 7,339

 

 7,873

Shipping and handling services

 3,504

 

 2,696

 

 1,809

 

 1,944

 

 157,126

 

 107,305

 

 79,202

 

 81,622

 

 867,448

 

 944,727

 

 424,736

 

 508,859

The geographic structure of revenue for the six-month and three-month periods ended 30 June 2020 and 2019 was as follows:

 

Six-month periodended 30 June

 

Three-month periodended 30 June

 

2020

 

2019

 

2020

 

2019

 

 

 

 

 

 

 

 

Export

 452,721

 

 552,418

 

 215,323

 

 284,347

Domestic

 414,727

 

 392,309

 

 209,413

 

 224,512

 

 867,448

 

 944,727

 

 424,736

 

 508,859

 

 

 

Notes to the INTERIM CONDENSED Consolidated financial statements

for the six-month period ended 30 June 2020

(in thousands of US dollars, unless otherwise indicated)

6. Profit for the period

The Group's gross profit for the six-month period ended 30 June 2020 decreased compared to the six-month period ended 30 June 2019 and amounted to USD 219,014 thousand and USD 252,043 thousand, respectively. The decrease was driven mainly by decrease of the gross profit in the poultry and related operations segment, partly offset by increase in the Europe operating segment.

The Group's operating profit decreased mainly as a result of an increase in administration, sales and distribution expenses primarily due to the inclusion of additional expenses of Perutnina Ptuj.

Continuing operations recorded a loss of USD 60,629 thousand for the six-month period ended 30 June 2020 compared to a profit of USD 172,701 thousand for the six-month period ended 30 June 2019. The loss in 2020 was mainly due to an unrealized foreign exchange loss of USD 129,472 thousand for the six-month period ended 30 June 2020, mostly attributable to the effect of UAH depreciation against USD and EUR on bonds and bank borrowings denominated in foreign currencies; this compared to a foreign exchange gain of USD 72,696 thousand for the six-month period ended 30 June 2019.

7. Deferred income

Ukrainian Government supports domestic agri producers to encourage investment in the agricultural sector. During the year ended 31 December 2019, the Group received government grants in accordance to the compensation program for construction and reconstruction of livestock farms in an amount of UAH 198,563 thousand (USD 7,554 thousand) and compensation for purchase of agricultural machinery produced in Ukraine in amount of UAH 10,239 thousand (USD 395 thousand). During the six-month period ended 30 June 2020, the Group has not received any government grants in accordance with these programs (six-month period ended 30 June 2019: USD 5,996 thousand).

Government grants are presented in the statement of the financial position as deferred income, which are recognised in profit or loss on a systematic basis over the useful life of the related assets.

During the six-month period ended 30 June 2020, the Group received government compensations in accordance with EU farming subsidies policy and other compensations in accordance with the EU national programs of employment, assigned contributions for employees, and refunds of excise duties totalling USD 3,602 thousand (year ended 31 December 2019: USD 4,063 thousand).

8. Property, plant and equipment

During the six-month period ended 30 June 2020, the Group's additions to property, plant and equipment amounted to USD 38,566 thousand (six-month period ended 30 June 2019: USD 62,530 thousand) mainly related to investments in maintenance and Perutnina Ptuj production facilities.

There were no significant disposals of property, plant and equipment during the six-month periods ended 30 June 2020 and 30 June 2019.

The remaining part of the movement mainly relates to translation difference into the presentation currency.

9. Agricultural produce

A decrease of agricultural produce balances for six-month period ended 30 June 2020 was mainly as a result of internal consumption of corn, sunflower, wheat and soya.

10. Biological assets

The increase in current biological assets as compared to 31 December 2019 is primarily related to crops in fields balance. The increase in crops in fields balance mainly relates to spring crops seeded in the first half of 2020 classified as biological assets as well as due to IAS 41 revaluation adjustment.

 

 

 

Notes to the INTERIM CONDENSED Consolidated financial statements

for the six-month period ended 30 June 2020

(in thousands of US dollars, unless otherwise indicated)

11. Share capital

As of 30 June 2020 and 31 December 2019 the authorized, issued and fully paid share capital of MHP SE comprised the following number of shares:

 

30 June 2020

 

31 December 2019

 

 

 

 

Number of shares issued and fully paid

 110,770,000

 

 110,770,000

Number of shares outstanding

 107,038,208

 

 107,038,208

The authorized share capital as of 30 June 2020 and 31 December 2019 was EUR 221,540 thousand represented by 110,770,000 shares with par value of EUR 2 each.

Out of the total 110,770,000 ordinary shares, 3,731,792 (31 December 2019: 3,731,792) ordinary shares relate to treasury shares, acquired by the Group under the share buy-back program, which reduce the number of outstanding shares on the open market.

All shares have equal voting rights and rights to receive dividends, which are payable at the discretion of the Group.

12. Bank borrowings

The following table summarizes bank borrowings and credit lines outstanding as of 30 June 2020 and 31 December 2019:

 

 

 

 

30 June 2020

 

31 December 2019

Bank

 

Currency

 

WAIR 1)

USD' 000

 

WAIR 1)

USD' 000

Non-current

 

 

 

 

 

 

 

 

Foreign banks

 

EUR

 

Libor + 3.96%

66,766

 

Libor + 4.00%

75,880

 

 

 

 

 

66,766

 

 

75,880

Current

 

 

 

 

 

 

 

 

Foreign banks

EUR

 

2.69%

3,893

 

2.72%

4,406

Foreign banks

 

USD

 

Libor + 4.12%

2,000

 

 

-

 

 

 

 

 

 

 

 

 

Current portion of long-term bank borrowings

 

EUR

 

Libor + 3.96%

20,244

 

Libor + 4.00%

20,539

 

 

 

26,137

 

 

24,945

Total bank borrowings

 

 

92,903

 

 

100,825

1) WAIR represents the weighted average interest rate on outstanding borrowings.

The Group's borrowings are drawn from various banks as term loans, credit line facilities and overdrafts. Repayment terms of principal amounts of bank borrowings vary from monthly repayment to repayment on maturity depending on the agreement reached with each bank. Interest on borrowings drawn with foreign banks is payable semi-annually.

As of 30 June 2020 and 31 December 2019, the Group's bank term loans and credit lines bear floating and fixed interest rates.

Bank borrowings and credit lines outstanding as of 30 June 2020 and 31 December 2019 were repayable as follows:

 

30 June 2020

 

31 December 2019

 

 

 

 

Within one year

26,137

 

24,945

In the second year

15,738

 

17,484

In the third to fifth year inclusive

50,732

 

27,837

After five years

296

 

30,559

 

92,903

 

100,825

As of 30 June 2020, the Group had available undrawn facilities of USD 191,259 thousand (31 December 2019: USD 224,683 thousand). These undrawn facilities expire during the period from July 2020 until March 2023.

The Group, as well as particular subsidiaries of the Group have to comply with certain covenants imposed by the banks providing the loans. The Group shall ensure the ongoing compliance with the following maintenance covenants: EBITDA to interest expenses ratio, current ratio and liabilities to equity ratio.

 

 

Notes to the INTERIM CONDENSED Consolidated financial statements

for the six-month period ended 30 June 2020

(in thousands of US dollars, unless otherwise indicated)

12. Bank borrowings (continued)

Separately, there are negative covenants in respect of restricted payments, including dividends, capital expenditures, additional indebtedness and restrictions on mergers or consolidations, limitations on liens and dispositions of assets and limitations on transactions with affiliates in case of excess of Net Debt to EBITDA ratio.

The Group subsidiaries are also required to obtain approval from lenders regarding property, plant and equipment to be used as collateral. As of 30 June 2020 and 31 December 2019 the Group has complied with all covenants imposed by banks providing the borrowings.

As of 30 June 2020, the Group had borrowings of USD 46,011 thousand that were secured by property, plant and equipment with a carrying amount of USD 90,708 thousand (31 December 2019: USD 49,731 thousand and USD 99,978 thousand respectively).

As of 30 June 2020, the Group had borrowings of USD 2,000 thousand that were secured by agricultural produce with a carrying amount of USD 2,222 thousand (31 December 2019: USD 19,000 thousand and USD 23,750 thousand respectively).

As of 30 June 2020, the deposit with carrying amount of USD 3,318 thousand (31 December 2019: USD 3,298 thousand) was restricted as collateral to secure bank borrowings.

As of 30 June 2020 and 31 December 2019, interest payable on bank borrowings was USD 969 thousand and USD 1,033 thousand, respectively.

13. Bonds issued

Bonds issued and outstanding as of 30 June 2020 and 31 December 2019 were as follows:

 

Carrying amount

 

Nominal amount

 

30 June 2020

 

31 December 2019

 

30 June 2020

 

31 December 2019

 

 

 

 

 

 

 

 

7.75% Senior Notes due in 2024

486,070

 

484,469

 

500,000

 

500,000

6.95% Senior Notes due in 2026

535,078

 

534,042

 

550,000

 

550,000

6.25% Senior Notes due in 2029

347,277

 

347,158

 

350,000

 

350,000

Unamortized debt issuance cost

-

 

-

 

(31,575)

 

(34,331)

Total bonds issued

 1,368,425

 

1,365,669

 

1,368,425

 

1,365,669

As of 30 June 2020 and 31 December 2019 amount of interest payable on bonds issued was USD 20,757 thousand and USD 20,756 thousand, respectively.

6.25% Senior Notes

On 19 September 2019, MHP Lux S.A., a public company with limited liability (société anonyme) incorporated in 2018 under the laws of the Grand Duchy of Luxembourg, issued USD 350,000 thousand 6.25% Senior Notes due in 2029 at par value. Received funds were used to satisfy and discharge 8.25% Senior Notes due in April 2020, debt refinancing and general corporate purposes.

All expenses associated with placement of 6,25% Senior Notes amounted to USD 2,888 thousand were capitalized.

The Senior Notes are jointly and severally guaranteed on a senior basis by MHP SE, Raftan Holding Limited, PrJSC "Oril - Leader", PrJSC "Myronivska Pticefabrika", "SPF "Urozhay" LLC, "Starynska Ptakhofabryka" ALLC, "Vinnytska Ptakhofabryka" LLC, "Peremoga Nova" SE, "Katerinopolskiy Elevator" LLC, PrJSC "Myronivsky Hliboproduct", PrJSC "Zernoprodukt MHP" and PrJSC "Agrofort".

Interest on the Senior Notes is payable semi-annually in arrears. These Senior Notes are subject to certain restrictive covenants including, but not limited to, limitations on the incurrence of additional indebtedness in excess of Net Debt to EBITDA ratio as defined by the indenture, restrictions on mergers or consolidations, limitations on liens and dispositions of assets and limitations on transactions with affiliates. If the Group fails to comply with the covenants imposed, the Trustee or the Holders of at least 25% in principal amount of outstanding Notes may, upon written notice to the Group, declare all outstanding Senior Notes to be due and payable immediately. If a change of control occurs, the Group shall make an offer to each holder of the Senior Notes to purchase such Senior Notes at a purchase price in cash in an amount equal to 100% of the aggregate principal amount thereof, plus accrued and unpaid interest and additional amounts, if any. 

Notes to the INTERIM CONDENSED Consolidated financial statements

for the six-month period ended 30 June 2019

(in thousands of US dollars, unless otherwise indicated)

13. Bonds issued (continued)

6.95% Senior Notes 

On 3 April 2018, MHP Lux S.A., a public company with limited liability (société anonyme) incorporated in 2018 under the laws of the Grand Duchy of Luxembourg, issued USD 550,000 thousand 6.95% Senior Notes due in 2026 at par value. Out of the total issue amount USD 416,183 thousand were designated for redemption and exchange of existing 8.25% Senior Notes due in 2020.

Early redemption of 8.25% Senior Notes due in 2020 out of issue of 6.95% Senior Notes due in 2026, which were placed with the same holders and where the change in the net present value of the future cash flows discounted using the original effective interest rate was less than 10% was accounted as an exchange and thus, all the related expenses, including part of consent fees, were capitalized and will be amortised over the maturity period of the 6.95% Senior Notes due in 2026.

The part of expenses, connected with placement of 6,95% Senior Notes amounted to USD 11,564 thousand were capitalized, including USD 10,413 thousands related to the exchange. All other related expenses in the amount of USD 32,915 thousand were expensed as incurred.

As a result of a non-substantial modification, the difference between the present value of the cash flows under the original and modified terms discounted at the original effective interest rate was recognised as a gain in the amount of USD 4,733 thousand at the date of modification in the consolidated statement of profit or loss.

The Senior Notes are jointly and severally guaranteed on a senior basis by MHP SE, PrJSC "Myronivsky Hliboprodukt", PJSC "Myronivsky Plant of Manufacturing Feeds and Groats", PrJSC "Zernoprodukt MHP", PrJSC "Agrofort", PrJSC "Oril-Leader", PrJSC "Myronivska Pticefabrika", "SPF "Urozhay" LLC, "Starynska Ptakhofabryka" ALLC, "Vinnytska Ptakhofabryka" LLC, "Peremoga Nova" SE, "Katerinopolskiy Elevator" LLC, Scylla Capital Limited and Raftan Holding Limited.

Interest on the Senior Notes is payable semi-annually in arrears. These Senior Notes are subject to certain restrictive covenants including, but not limited to, limitations on the incurrence of additional indebtedness in excess of Net Debt to EBITDA ratio as defined by the indenture, restrictions on mergers or consolidations, limitations on liens and dispositions of assets and limitations on transactions with affiliates. If the Group fails to comply with the covenants imposed, the Trustee or the Holders of at least 25% in principal amount of outstanding Notes may, upon written notice to the Group, declare all outstanding Senior Notes to be due and payable immediately. If a change of control occurs, the Group shall make an offer to each holder of the Senior Notes to purchase such Senior Notes at a purchase price in cash in an amount equal to 101% of the principal amount thereof, plus accrued and unpaid interest and additional amounts, if any.

7.75% Senior Notes

On 10 May 2017, MHP SE issued USD 500,000 thousand 7.75% Senior Notes due in 2024 at par value. Out of the total issue amount USD 245,200 thousand were designated for redemption and exchange of existing 8.25% Senior Notes due in 2020.

Early redemption of 8.25% Senior Notes due in 2020 out of issue of 7.75% Senior Notes due in 2024, which were placed with the same holders and where the change in the net present value of the future cash flows discounted using the original effective interest rate was less than 10% was accounted as an exchange and thus, all the related expenses, including part of consent fees, were capitalized and will be amortised over the maturity period of the 7.75% Senior Notes due in 2024.

The part of expenses, connected with placement of 7.75% Senior Notes amounted to USD 9,830 thousand were capitalized, including USD 7,318 thousands related to the exchange. All other related expenses, including part of consent fees, in the amount of USD 4,599 thousand were expensed as incurred.

The carrying amount of the Senior Notes was adjusted on transition to IFRS 9. Under IFRS 9, as a result of a non-substantial modification, the difference between the present value of the cash flows under the original and modified terms discounted at the original effective interest rate should be recognised as a gain at the date of modification. The difference between the carrying amount of the Senior Notes under IAS 39 and IFRS 9 was recognised in opening retained earnings in the amount of USD 7,566 thousand.

 

 

Notes to the INTERIM CONDENSED Consolidated financial statements

for the six-month period ended 30 June 2019

(in thousands of US dollars, unless otherwise indicated)

13. Bonds issued (continued)

7.75% Senior Notes (continued)

The Senior Notes are jointly and severally guaranteed on a senior basis by PrJSC "Myronivsky Hliboprodukt", PJSC "Myronivsky Plant of Manufacturing Feeds and Groats", PrJSC "Zernoprodukt MHP", PrJSC "Agrofort", PrJSC "Oril-Leader", PrJSC "Myronivska Pticefabrika", "SPF "Urozhay" LLC, "Starynska Ptakhofabryka" ALLC, Vinnytska Ptakhofabryka LLC, SE "Peremoga Nova", "Katerinopolskiy Elevator" LLC, Scylla Capital Limited, Raftan Holding Limited.

Interest on the Senior Notes is payable semi-annually in arrears. These Senior Notes are subject to certain restrictive covenants including, but not limited to, limitations on the incurrence of additional indebtedness in excess of Net Debt to EBITDA ratio as defined by the indenture, restrictions on mergers or consolidations, limitations on liens and dispositions of assets and limitations on transactions with affiliates. If the Group fails to comply with the covenants imposed, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may, upon written notice to the Group, declare all outstanding Senior Notes to be due and payable immediately. If a change of control occurs, the Group shall make an offer to each holder of the Senior Notes to purchase such Senior Notes at a purchase price in cash in an amount equal to 101% of the principal amount thereof, plus accrued and unpaid interest and additional amounts, if any.

Covenants

Certain restrictions under the indebtedness agreements (e.g. incurrence of additional indebtedness, restricted payments, dividends payment) are dependent on the leverage ratio of the Group. Once the leverage ratio exceeds 3.0 to 1, it is not permitted for the Group to make certain restricted payments, declare dividends exceeding USD 30 million in any financial year, incur additional debt except that is defined as a Permitted Debt. According to the indebtedness agreement, the consolidated leverage ratio is tested on the date of incurrence of additional indebtedness or restricted payment and after giving pro forma effect to such incurrence or restricted payment as if it had been incurred or done at the beginning of the most recent four consecutive fiscal quarters for which financial statements are publicly available (or are made available). The Group has tested all the transactions occurred prior to publication of these financial statements and has complied with all the covenants defined by indebtedness agreement during the reporting periods ended 30 June 2020 and 31 December 2019.

As at 30 June 2020 the leverage ratio of the Group is 3.72  to 1 (31 December 2019: 3.01 to 1), higher than the defined limit 3.0 to 1. Thus, since 13 April 2020, the date of publication of audited consolidated financial statements as of and for the year ended 31 December 2019, the aforementioned restrictions are binding on the Group.

14. Related party balances and transactions

For the purposes of these financial statements, parties are considered to be related if one party controls, is controlled by, or is under common control with the other party, or exercises significant influence over the other party in making financial or operational decisions. In considering each possible related party relationship, attention is directed to the substance of the relationship, not merely the legal form.

Related parties may enter into transactions which unrelated parties might not, and transactions between related parties may not be effected on the same terms and conditions as transactions between unrelated parties.

Transactions with related parties under common control

The Group enters into transactions with related parties that are under common control of the Principal Shareholder of the Group (Note 1) in the ordinary course of business for the purchase and sale of goods and services.

Terms and conditions of sales to related parties are determined based on arrangements specific to each contract or transaction.

 

 

Notes to the INTERIM CONDENSED Consolidated financial statements

for the six-month period ended 30 June 2020

(in thousands of US dollars, unless otherwise indicated)

14. Related parties (continued)

Transactions with related parties under common control (continued)

Transactions with related parties during the six-month periods ended 30 June 2020 and 30 June 2019 were as follows:

 

2020

 

2019

 

 

 

 

Loans and finance aid provided

 36,048

 

 15,098

Loans and finance aid repaid

 -

 

17,393

Interest on loans and financial aid repaid

 2,476

 

132

Interest charged on loans and finance aid provided

 1,890

 

131

Loans provided to key management personnel

 1,722

 

 1,783

Sales of goods

 72

 

-

Purchases from related parties

 10

 

 8

 

 

 

 

The balances owed to and due from related parties were as follows as of 30 June 2020 and 31 December 2019:

 

30 June 2020

 

31 December 2019

 

 

 

 

Loans and finance aid receivable

 59,601

 

24,845

Less: allowance for unrecoverable amounts

 (3,163)

 

(3,128)

 

 56,438

 

21,717

 

 

 

 

Loans to key management personnel

 5,566

 

4,945

Trade accounts receivable

 115

 

197

Payables due to related parties

 17

 

19

Loans and finance aid receivable

On 21 January 2020, the Board approved a loan facility of USD 80,000 thousand to its principal shareholder, WTI Trading Limited ("WTI") to meet WTI's general liquidity requirements and other corporate purposes for a maximum of three years.

As of 30 June 2020, the Group had advanced loans to WTI in the aggregate amount of USD 55,400 thousand (31 December 2019: USD 20,400 thousand). The loans, with a maturity in June - December 2021, bear interest at a rate of 8.25% and 9.25% and are secured by a personal guarantee of WTI's ultimate beneficial owner.

The Group's Directors believe that the loans were issued at arm's length terms and for fair market value, and that they were in the best interests and for the commercial benefit of the Group and do not violate the terms of the Senior Notes (Note 13).

Compensation of key management personnel

Total compensation of the Group's key management personnel (including compensation to Mr. Yuriy Kosyuk), which consists of contractual salary and performance bonuses amounted to USD 4,802 thousand and USD 4,818 thousand for the six-month period ended 30 June 2020 and 30 June 2019, respectively. Contingencies and contractual commitments

15. Contingencies and contractual commitments

Operating environment

Since 2016, the Ukrainian economy, which represents the core operating environment of the Group, has been demonstrating signs of stabilization after the years of political and economic tensions. Until the break-out of the coronavirus (COVID 19) pandemic in the first quarter 2020, the real GDP has been steadily growing, however it decreased by around 10% for the three-month period ended 30 June 2020 compared to the preceding three-month period and by around 11% compared to the three month period ended 30 June 2019. The annual inflation stays to be modest during 2020 at 2.4% (2019: 8.7%).

Ukraine continues to limit its political and economic ties with Russia, in view of the annexation of Crimea, an autonomous republic of Ukraine, and an armed conflict with separatists continuing in certain parts of Luhanska and Donetska regions. As a result, the Ukrainian economy is refocusing on the EU market by realizing the potential of the established Deep and Comprehensive Free Trade Area with the EU.

Notes to the INTERIM CONDENSED Consolidated financial statements

for the six-month period ended 30 June 2020

(in thousands of US dollars, unless otherwise indicated)

15. Contingencies and contractual commitments (continued)

Operating environment (continued)

To further facilitate business activities in Ukraine, the National Bank of Ukraine (the "NBU") has lifted the foreign currency proceeds surrender requirement from 20 June 2019, cancelled all limits on repatriation of dividends from July 2019 and gradually decreased its discount rate, from 17.0% in July 2019 to 6.0% in July 2020.

The degree of macroeconomic uncertainty in Ukraine in 2020 still remains high due to a significant amount of public debt scheduled for repayment in 2020, which requires mobilizing substantial domestic and external financing in an increasingly challenging financing environment for the emerging markets. At the same time, the Ukrainian authorities have demonstrated their commitment to introduce reforms in order to boost economic growth, while maintaining macro-fiscal stability and liberalizing economic environment.

Further economic growth depends, to a large extent, upon success of the Ukrainian government in realization of the planned structural reforms and effective cooperation with the International Monetary Fund (the "IMF") as well as the ability of the government to cope with the macroeconomic challenges posed by the confinement measures introduced to contain the spread of COVID-19.

The responses put in place by many countries, including Ukraine and the EU, to contain the spread of COVID-19 resulted in significant operational disruption for many companies and have significant impact on the global financial markets. While food supply chains proved to be largely resilient during the pandemic and the confinement measures are now being progressively lifted or adapted in Ukraine and other countries, many uncertainties yet remain around the economic recovery, and thus around the evolution of the consumer demand and the supply chain stability. In particular, the forecast magnitude of the recession is such that it is expected to lead to a sharp increase in unemployment in the EU, negatively impacting private consumption and limiting the Group's ability to enjoy benefits from export supplies to the EU and other key markets.

The Group's earnings for the six-month period 2020 had already been adversely impacted by the aftereffects of the pandemic such as the decrease in market prices and consumption. Such trends might be expected to continue in the foreseeable future, depending on the duration and the incidence of the pandemic effects on the Ukrainian and world economy.

Management has considered all available information about the future, including the impact of the COVID-19 outbreak on customers, suppliers and staff, as well as actual and projected foreseeable impact from various other factors. Management will continue to monitor the situation closely and will assess the need for additional measures in case the period of disruption prolongs or escalates further.

The Group reviews its non-financial assets to determine if any external or internal indicators of impairment exist. Based on these reviews, there were no indicators of impairment as of 30 June 2020.

Taxation and legal issues

Ukrainian tax authorities are increasingly directing their attention to the business community as a result of the overall Ukrainian economic environment. The local and national tax environment is constantly changing and subject to inconsistent application, interpretation and enforcement. Non-compliance with Ukrainian laws and regulations can lead to the imposition of severe penalties and fines. Future tax examinations could raise issues or assessments which are contrary to the Group companies' tax filings. Such assessments could include taxes, penalties and fines, and these amounts could be material. While the Group believes it has complied with local tax legislation, there are new significant changes to the tax legislation that may be introduced in the near future.

Management believes that the Group has been in compliance with all requirements of effective tax legislation.

The Group exports vegetable oil, chicken meat and related products, and performs intercompany transactions, which may potentially be in the scope of the Ukrainian transfer pricing ("TP") regulations. The Group has submitted the controlled transaction report for the year ended 31 December 2018 within the required deadline, and is in the process of preparation of all necessary documentation on controlled transactions for the years ended 31 December 2019 as required by legislation and plans to submit reports by 1st October 2020.

As of 30 June 2020, the Group's management assessed its possible exposure to tax risks for a total amount of USD 5,782 thousand related to corporate income tax (31 December 2019: USD 6,516 thousand). No provision was recognised relating to such possible tax exposure.

 

 

Notes to the INTERIM CONDENSED Consolidated financial statements

for the six-month period ended 30 June 2020

(in thousands of US dollars, unless otherwise indicated)

15. Contingencies and contractual commitments (continued)

Taxation and legal issues (continued)

As of 30 June 2020, companies of the Group were engaged in ongoing litigation with tax authorities for the amount of USD 19,965 thousand (31 December 2019: USD 23,201 thousand), including USD 9,350 thousand (31 December 2019: USD 11,016 thousand) of litigations with the tax authorities related to disallowance of certain amounts of VAT refunds and deductible expenses claimed by the Group. Of this amount, USD 938 thousand as of 30 June 2020 (31 December 2019: USD 1,241 thousand) relates to cases where court hearings have taken place and where the court in either the first or second instance has already ruled in favour of the Group.

Manage-ment believes that, based on the past history of court resolutions of similar lawsuits by the Group, it is unlikely that a significant settlement will arise out of such lawsuits and no respective provision is required in the Group's financial statements as of the reporting date.

Contractual commitments on purchase of property, plant and equipment

During the six-month period ended 30 June 2020, the companies of the Group entered into a number of contracts with foreign suppliers for the purchase of property, plant and equipment for the development of agricultural operations. As of 30 June 2020, purchase commitments on such contracts were primarily related to improvement of slaughtering facilities of Perutnina Ptuj and expansion of the Vinnytsya poultry complex and amounted to USD 10,732 thousand (31 December 2019: USD 10,340 thousand).

16. Fair value of financial instruments

Fair value disclosures in respect of financial instruments are made in accordance with the requirements of IFRS 7 "Financial Instruments: Disclosure" and IFRS 13 "Fair value measurement". Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As no readily available market exists for a large part of the Group's financial instruments, judgment is necessary in arriving at fair value, based on current economic conditions and specific risks attributable to the instrument. The estimates presented herein are not necessarily indicative of the amounts the Group could realize in a market exchange from the sale of its full holdings of a particular instrument.

The fair value is estimated to be the same as the carrying value for cash and cash equivalents, short-term bank deposits, trade accounts receivables, and trade accounts payable due to the short-term nature of the financial instruments.

Set out below is the comparison by category of carrying amounts and fair values of all the Group's financial instruments, excluding those discussed above, that are carried in the consolidated statement of financial position:

 

Carrying amount

 

Fair value

 

30 June 2020

31 December 2019

 

30 June 2020

31 December 2019

 

 

 

 

 

 

Financial liabilities

 

 

 

 

 

 

 

 

 

 

 

Bank borrowings (Note 12)

93,872

 101,858

 

91,565

 99,417

Senior Notes due in 2024, 2026, 2029 (Note 13)

1,389,182

 1,386,425

 

1,423,132

 1,468,144

Lease liabilities

198,463

 215,863

 

278,049

 243,352

 

The carrying amount of Bank borrowings and Senior Notes issued includes interest payable at each of the respective dates. The carrying amount of lease liabilities as at 30 June 2020 includes USD 179,049 thousand of land lease liabilities.

The fair value of bank borrowings and lease liabilities was estimated by discounting the expected future cash outflows by a market rate of interest for bank borrowings 5.4% (31 December 2019: 5.4%) and for lease liabilities 18.0% (31 December 2019: 18.0% ), and is within Level 2 of the fair value hierarchy. The market rate applied to the land lease liabilities is 8.1% (31 December 2019: 15.6%).

The fair value of Senior Notes was estimated based on market quotations and is within Level 1 of the fair value hierarchy. 

Notes to the INTERIM CONDENSED Consolidated financial statements

for the six-month period ended 30 June 2020

(in thousands of US dollars, unless otherwise indicated)

17. Risk management policy

During the six-month period ended 30 June 2020 there were no changes to objectives, policies and processes for credit risk, capital risk, liquidity risk, currency risk, interest rate risk, livestock diseases risk and commodity price and procurement risk managing.

Liquidity risk

Liquidity risk is the risk that the Group will not be able to settle all liabilities as they are due. The Group's liquidity position is carefully monitored and managed. The Group has in place a detailed budgeting and cash forecasting process to help ensure that it has adequate cash available to meet its payment obligations.

The following table details the Group's remaining contractual maturity for its non-derivative financial liabilities. The table has been drawn up based on the undiscounted cash flows of financial liabilities using the earliest date on which the Group can be required to pay. The table includes both interest and principal cash flows as of 30 June 2020 and 31 December 2019. The amounts in the table may not be equal to the statement of financial position carrying amounts since the table includes all cash outflows on an undiscounted basis.

 

Carrying

amount

Contractual

Amounts

Less than 1 year

From 2nd to 5th year

After

5th year

30 June 2020

 

 

 

 

 

Bank borrowings

 93,872

 98,128

 28,025

 70,103

 -

Bonds issued

 1,389,182

 1,992,163

 98,850

 856,650

 1,036,663

Lease liabilities

 198,463

 380,149

 49,807

 173,092

 157,250

Total

 1,681,517

 2,470,440

 176,682

 1,099,845

 1,193,913

 

 

 

 

 

 

31 December 2019

 

 

 

 

 

Bank borrowings

 101,858

 108,128

 27,698

 80,430

 -

Bonds issued

 1,386,425

 2,041,588

 98,850

 876,025

 1,066,713

Lease liabilities

 215,863

 445,430

64,074

205,137

176,219

Total

 1,704,146

 2,595,146

 190,622

 1,161,592

 1,242,932

 

 

 

 

 

 

All other financial liabilities in the amount of USD 199,350 thousand (excluding those disclosed above) are repayable within one year. 

Currency risk

Currency risk is the risk that the value of a financial instrument will fluctuate due to changes in foreign exchange rates. The Group undertakes certain transactions denominated in foreign currencies.

The Group does not use any derivatives to manage foreign currency risk exposure, Group management sets limits on the level of exposure to foreign currency fluctuations.

The carrying amounts of the Group's foreign currency denominated monetary assets and liabilities as of30 June 2020 and 31 December 2019 were as follows:

 

30 June 2020

 

31 December 2019

 

USD

EUR

 

USD

EUR

 

 

 

 

 

 

Total assets

 103,938

 24,350

 

 162,672

 14,190

Total liabilities

 1,395,807

 63,088

 

 1,388,664

 70,968

 

 

Notes to the INTERIM CONDENSED Consolidated financial statements

for the six-month period ended 30 June 2020

(in thousands of US dollars, unless otherwise indicated)

17. Risk management policy (continued)

Currency risk (continued)

The table below details the Group's sensitivity to strengthening/(weakening) of the UAH against USD and EUR. This sensitivity range represents management's assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the period end for possible change in foreign currency rates.

 

Change in foreign currency exchange rates

 

Effect on profit

before tax

2020

 

 

 

 

 

 

 

Increase in USD exchange rate

10%

 

(129,187)

Increase in EUR exchange rate

10%

 

(3,874)

 

 

 

 

Decrease in USD exchange rate

5%

 

 64,593

Decrease in EUR exchange rate

5%

 

 1,937

 

 

 

 

2019

 

 

 

 

 

 

 

Increase in USD exchange rate

10%

 

 (122,599)

Increase in EUR exchange rate

10%

 

 (5,678)

 

 

 

 

Decrease in USD exchange rate

5%

 

 61,300

Decrease in EUR exchange rate

5%

 

 2,839

 

 

 

 

During the six-month period ended 30 June 2020, the Ukrainian Hryvnia depreciated against the EUR by 11.8% and against the USD by 11.3% (six-month period ended 30 June 2019: appreciated against the EUR and USD by 6.7% and 5.8% respectively). As a result, during the six-month period ended 30 June 2020 the Group recognised net foreign exchange loss in the amount of USD 129,472 thousand (six-month period ended 30 June 2019: foreign exchange gain in the amount of USD 72,696 thousand) in the consolidated statement of profit or loss and other comprehensive income.

18. Dividends

On 13 April 2020, the Board of Directors approved payment of an interim dividend of USD 0.2803 per share, equivalent to USD 30,000 thousand to shareholders on the register as of 24 April 2020. The Board of Directors approved that no dividend will be paid on the Company's shares held in treasury. As at 30 June 2020 dividends were fully paid to shareholders.

19. Subsequent events

There are no subsequent events to mention.

20. Authorization of the interim condensed consolidated financial statements

These interim condensed consolidated financial statements were authorized for issue by the Board of Directors of MHP SE on 3 September 2020.

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