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Q3 and 9M Financial Results

14 Nov 2013 07:00

RNS Number : 0107T
MHP S.A.
14 November 2013
 



 

PRESS RELEASE

November 14, 2013, Kyiv, Ukraine

MHP S.A.

Unaudited Financial Results for the Third Quarter and

Nine Months Ended 30 September 2013

MHP S.A. ("MHP" or the "Company", LSE ticker: "MHPC"), one of the leading agro-industrial companies in Ukraine, focusing on the production of poultry and the cultivation of grain, today announces its unaudited results for the third quarter and the nine months ended 30 September 2013.

OPERATIONAL HIGHLIGHTS

Poultry and related operations

§ During the first nine months of 2013 ("9M 2013") all the Company's chicken production facilities continued to operate at full capacity.

§ At the end of the period the Vinnytsia poultry complex operates at full capacity on 7 rearing sites (out of 12).

§ The Company's share of industrially produced chicken in Ukraine in 9M 2013 remained around 50%.

§ During 9M 2013 MHP increased its overall production volumes by 18% to 346,940 tonnes (9M 2012: 295,000 tonnes) driven by an increase in production at the Vinnytsia poultry complex.

§ Chicken meat sales to external customers in 9M 2013 amounted 325,430 tonnes of poultry, which was 19% higher than in 9M 2012.

§ Despite the average chicken meat price in Q3 2013 remained almost at the same level as in Q2 2013, through the nine months of 2013 average chicken prices decreased by 6% to UAH 16.21 per kg of adjusted weight (excluding VAT) when compared to the nine months of 2012 as a result of stable price for fresh chicken in Ukraine and increased export share of total poultry sales volumes of the Company (frozen chicken meat).

§ During Q3 2013, the volume of exported chicken meat sales continued the growing dynamics of previous quarters, exploring new business opportunities in different business regions. This resulted in growth of export sales in 9M 2013 to 84,780 tonnes which is higher by almost 2.6 times of export sold in 9M 2012. The chicken meat export sales constituted 26% of total chicken sales of the Company.

§ In 9M 2013 MHP sold 175,260 tonnes of sunflower oil (9M 2012: 147,100 tonnes) at an average price US$ 1,097 per tonne, which remained almost at the same level as in 9M 2012, in line with international commodity market trends.

Grain growing

§ During the 9M 2013 the Company increased its land bank by 35,000 hectares in Ukraine and by 40,000 hectares in the Russian Federation.

§ In 2013 the Company is to harvest from around 290,000 hectares of land in grain growing operations and around 30,000 hectares of land in other agricultural operations.

§ The Company's 2013 harvest campaign is almost complete. MHP's crops yields are significantly higher than Ukraine's average and higher than last year.

§ Current MHP's corn yield is about 9.4 t/ha (according to preliminary estimates) compared to 7.6 t/ha in 2012. The corn harvest is on track and around 85% completed.

Other agriculture

§ Due to the product portfolio optimization, sausage and cooked meat production volumes decreased by 4% to 25,470 tonnes in 9M 2013 compared to 26,610 tonnes in 9M 2012.

§ The Company's market share of Ukraine's sausage and cooked meat products in Ukraine remained stable at around 10%.

FINANCIAL HIGHLIGHTS

Q3 2013 highlights

§ Revenue in 3Q 2013 comprised US$ 422 million which is 9% higher than compared to Q3 2012 as a result of higher volume of chicken meat sold.

§ EBITDA of US$ 123 million, decrease by 17% compared to Q3 2012, predominantly due to inflated poultry production cost, softening average poultry prices and lower prices for crops harvested in 2013.

§ Net income of US$ 60 million decreased by 46% compared to US$ 111 in Q3 2012 reflecting the reduction in EBITDA, higher depreciation related to new Vinnytsia poultry complex and increased finance costs. Finance costs increased as compared to 3Q 2012 due to increased interests expenses related to new Eurobond issued in April 2013 and decreased amount of finance costs eligible for capitalization - as a result of the Vinnytsia poultry complex gradually launch.

9M 2013 highlights

§ Revenue of US$ 1,078 million remained stable compared to 9M 2012 mostly as a result of higher volume of chicken meat sold which being offset by lower external grain sales..

§ EBITDA of US$ 317 million, decrease by 17% compared to 9M 2012, predominantly due to inflated poultry production cost, softening average poultry prices and lower prices for crops harvested in 2013.

§ Net income of US$ 150 million decreased by 47% compared to US$ 281 million in 9M 2012 reflecting the reduction in EBITDA, higher depreciation related to new Vinnytsia poultry complex and increased finance costs. Finance costs increased as compared to 9M 2012 due to one-off transaction costs and increased interests expenses related to new Eurobond issued in April 2013, as well as due to decreased amount of finance costs eligible for capitaliation - as a result of the Vinnytsia poultry complex gradually launch.

COMMENTING ON THE RESULTS, YURIY KOSYUK, CHIEF EXECUTIVE OFFICER OF MHP, SAID:

"Despite challenging macroeconomic situation in Ukraine the Company continued to grow and develop its businesses by increasing our poultry production capacity and extending our land bank.

This year our poultry sales mostly grew due to the increased export trades exploring new markets across the regions. We are pleased with our progress with the EU export as the first delivery was fulfilled recently, in late October.

We gathered an excellent harvest this year from our land in Ukraine. But weaker grain prices which are in line with the world trends, drive us to lower 2013 financial results, than projected. However, lower priced crops harvested in 2013 will decrease poultry production cost in 2014, which, combined with increasing production of chicken meat and our recent acquisition of land in Russia and in Ukraine will be the core drivers to improve the Company's financial and operational results in 2014.

Our vertically integrated business model, strong market position, highly competitive cost base, investment in expansion programs and diversified export strategy is a sound platform for a strong performance in the financial year ahead and beyond."

 

- end -

MHP's management today will host a conference call for investors and analysts followed by a Q&A session. The dial-in details are:

Date:

Thursday, 14 November 2013

Time:

09.00 New York / 14.00 London / 16.00 Kyiv / 18.00 Moscow

Title:

MHP - Q3 and 9M 2013 Financial Results

International/UK Dial in:

+44 (0) 1452 555 566

USA free call:

+1866 966 9439

Russia free call:

8108 002 097 2044

Conference ID:

95599119

 

A live webcast of the presentation will be available at:

https://webconnect.webex.com/webconnect/onstage/g.php?t=a&d=669612804

For Investor Relations enquiries please contact:

Anastasia Sobotiuk (Kyiv)

Kyiv: +38 044 207 99 58

a.sobotyuk@mhp.com.ua

For Analysts enquiries please contact:

Iryna Bublyk (Kyiv)

Kyiv:+38 044 207 00 04

i.bublik@mhp.com.ua

FINANCIAL OVERVIEW

 

 

Q3 2013

Q3 2012

%

change [1]

9M 2013

9M 2012

%

change [1]

Revenue

US$, m

422

389

9%

1,078

1,044

3%

IAS 41 standard gains

US$, m

(1)

37

-104%

30

50

-40%

Gross profit

US$, m

89

148

-40%

269

371

-28%

Gross margin

%

21%

38%

(17pps)

25%

36%

(11pps)

Operating profit

US$, m

90

130

-31%

237

326

-27%

Operating margin

%

21%

33%

(12pps)

22%

31%

(9pps)

EBITDA

US$, m

123

149

-17%

317

379

-17%

EBITDA margin

%

29%

38%

(9pps)

29%

36%

(7pps)

Net income

US$, m

60

111

-46%

150

281

-47%

Net income margin

%

14%

28%

(14pps)

14%

27%

(13pps)

[1] pps - percentage points

Q3 2013 Consolidated Financial Results

Consolidated revenue totaled US$ 422 million which is 9% higher than compared to US$ 389 million in Q3 2012, mostly due to higher chicken meat sales volumes which was partly offset by lower external grain sales amounted to US$ 49 million in 3Q 2013 compared to US$ 69 million in Q3 2012. Export sales comprised US$ 149 million or 35% of total revenue in Q3 2013 (US$ 139 million or 36% of total sales in Q3 2012).

EBITDA decreased by 17% to US$ 123 million (Q3 2012: US$ 149 million), with EBITDA margin reduced from 38% to 29%, due to the lower grain prices for crops harvested in 9M 2013, which are in line with market trends.

Net income constituted US$ 60 million, which is 46% less than US$ 111 million in Q3 2012. Net income margin decreased from 28% to 14% correspondingly. The main factors for the decline in net income are the same as for EBITDA, as well as higher depreciation related to new Vinnytsia poultry complex and increased financial costs. Finance costs increased as compared to 3Q 2012 due to increased interests expenses related to new Eurobond issued in April 2013 and decreased amount of finance costs eligible for capitalization - as a result of the Vinnytsia poultry complex gradually launch.

9M 2013 Consolidated Financial Results

Consolidated financial results in 9M 2013 had mostly the same dynamics as in Q3 2013. Revenue remained relatively stable at US$ 1,078 million (9M 2012: US$ 1,044 million) as the effect of higher chicken meat sales volumes effect was offset by significantly lower external grain sales. Despite significantly lower volumes of exported grains, total export sales comprised US$ 395 million or 37% of total revenue in 9M 2013 (US$ 342 million or 33% of total sales in 9M 2012) drived by higher chicken meat export volumes.

EBITDA decreased by 17% to US$ 317 million (9M 2012: US$ 379 million), with EBITDA margin declining to 29% (9M 2012: 36%), mainly due to lower profitability of the poultry and grain segments.

Net income in 9M 2013 was US$ 150 million, which is 47% less than in 9M 2012. Net income margin decreased from 27% to 14%, with the main drivers being the same as in Q3 2013 as well as due to one-off transaction costs related to new Eurobond issued in April 2013.

 

POULTRY AND RELATED OPERATIONS

 

 

Q3 2013

Q3 2012

%

change [1]

9M 2013

9M 2012

%

change [1]

Revenue

US$, m

328

278

18%

899

801

12%

Poultry and other

US$, m

260

221

18%

707

639

11%

Sunflower oil

US$, m

68

57

19%

192

162

19%

IAS 41 standard gains

US$, m

4

-

n/a

14

4

n/a

Gross profit

US$, m

86

89

-3%

219

267

-18%

Gross margin

%

26%

32%

(6pps)

24%

33%

(9pps)

EBITDA

US$, m

98

94

5%

254

287

-11%

EBITDA margin

%

30%

34%

(4pps)

28%

36%

(8pps)

EBITDA per 1 kg

US$

0.82

1.00

-19%

0.78

1.04

-25%

Segment depreciation

US$, m

22

12

78%

63

42

51%

[1] pps - percentage points

 

 

Q3

2013

Q3

2012

% change

9M

2013

9M

2012

% change

Poultry

 

 

 

 

 

 

Sales volume, third parties tonnes

120,080

93,200

29%

325,430

274,800

19%

Price per 1 kg net VAT, UAH

16.12

17.57

-8%

16.21

17.29

-6%

Sunflower oil

 

 

 

 

 

 

Sales volume, third parties tonnes

64,100

52,350

22%

175,260

147,100

19%

Price per 1 tonne net VAT,

US$

1,057

1,084

-3%

1,097

1,100

-%

Q3 2013 Poultry and related operations segment financial results

In Q3 2013, chicken meat sales volumes to external consumers on an adjusted weight basis increased by 29% to the level of 120,080 tonnes (Q3 2012: 93,200 tonnes) due to the increased production volumes at the Vinnytsia poultry complex.

During Q3 2013 the volume of chicken meat export sales continued the growing dynamics of previous quarters, exploring new business opportunities in different business regions. The chicken meat export sales in Q3 2013 comprised 30,000 tonnes of frozen chicken, which is more than twice higher compared to Q3 2012.

Average chicken meat sales prices per 1 kg of adjusted weight (excluding VAT) during Q3 2013 remained almost flat compared to Q2 2013, however decreased by 8% to UAH 16.12 compared to Q3 2012 as a result of increased export share as well as lower export sales price at the new markets.

 

Sunflower oil prices declined by 3% to US$ 1,057 (Q3 2012: US$ 1,084) in line with world trends.

Poultry segment revenue increased by 18% to US$ 328 million (Q3 2012: US$ 278 million) mainly due to increase in sales volumes of chicken meat and sunflower oil.

Gross profit totaled US$ 86 million and was relatively flat as compared to US$ 89 million in Q3 2012, as higher chicken meat sales volumes were offset by increased feed costs and lower average poultry prices. Correspondingly, gross profit margin decreased from 32% in Q3 2012 to 26% in Q3 2013.

Segment's EBITDA totaled US$ 98 million and slightly increased as compared to the same period in 2012 due to increased volume of chicken meat sold. In line with the gross profit margin dynamic, EBITDA margin decreased from 34% to 30%.

9M 2013 Poultry and related operations segment financial results

Chicken meat sales volumes to third parties on an adjusted-weight basis in 9M 2013 grew by 19% and amounted 325,430 tonnes compared to 274,800 tonnes in 9M 2012. The average chicken meat sales price decreased by 6% to UAH 16.21 per kg (9M 2012: UAH 17.29 per kg) mostly due to the increased share of export in total poultry sales. Average sunflower oil prices were relatively flat and constituted US$ 1,097 per tonne (9M 2012: US$ 1,100 per tonne).

During the third quarter of 2013 the volume of chicken meat export sales continued the growing dynamics of previous quarters, exploring new business opportunities in different business regions. This resulted in growth of export sales during 9M 2013 by approximately 2.6 times to 84,780 tonnes of frozen chicken meat compared to 32,000 tonnes in 9M 2012.

Growth of chicken meat and sunflower oil production volumes contributed to an increase in segment revenue by 12% to US$ 899 million from US$ 812 million during 9M 2012.

Poultry production costs increased by 13% during 9M 2013 compared to 9M 2012 mainly affected by higher cost of fodder due to higher grain prices and sunflower protein cost.

Gross profit totaled US$ 219 million, which is 18% lower than in 9M 2012, and gross profit margin decreased from 33% in 9M 2012 to 24% in 9M 2013. Gross profit decrease was mainly driven by the same factors as for 1H 2013 and was mainly attributable to the increased poultry production costs and decrease in chicken meat sales prices. Poultry production costs increased by inflated corn prices in late 2012 while chicken meat sales prices softened due to the increased share of export sales.

During 9M 2013 poultry segment EBITDA decreased by 11% to US$ 254 million (9M 2012: US$ 287 million). EBITDA margin declined to 28% comparing to 36% during 9M 2012.

GRAIN GROWING OPERATIONS

 

 

Q3 2013

Q3 2012

% change

9M 2013

9M 2012

% change

Revenue

US$, m

49

69

-28%

59

126

-53%

IAS 41 standard gains

US$, m

(9)

36

-124%

13

47

-72%

Gross profit

US$, m

(4)

57

-107%

36

96

-62%

EBITDA

US$, m

23

63

-64%

62

105

-41%

In 2013 the Company expects to harvest around 290,000 hectares of land in Ukraine in grain growing segment as well as 30,000 hectares of land in other agricultural operations. It is expected that contribution to the financial results of 2013 of the newly acquired grain growing business cultivating 40,000 hectares in the Russian Federation will be insignificant.

2013 [1]

2012 [1]

 

Production volume

Cropped

land

Production volume

Cropped

land

 in tonnes

in hectares

in tonnes

in hectares

Corn

1,025,333 [3]

109,178 [3]

883,580

116,260

Wheat

232,670

42,530

199,900

38,960

Sunflower

148,372

40,402

90,620

30,570

Rapeseed

60,190

18,690

42,350

12,385

Soya

41,537 [3]

17,307 [3]

24,230

13,715

Other [2]

in process

in process

367,220

38,110

Total

n/a

n/a

1,607,900

250,000

[1] for 2013 only land of grain growing segment, excluding recently acquired land in Russian Federation and excluding land in other agricultural segment; for 2012 only land of grain growing segment, excluding land in other agricultural segment;

 [2] including barley, rye, sugar beet and other and excluding land left fallow as part of crop rotation;

[3] preliminary data, harvesting campaign 2013 is ongoing, corn and soybean as of today is 85% and 95% completed, respectively.

 

2013

2012

MHP's

average [1]

Ukraine's average [1]

MHP's

average [1]

Ukraine's average[1]

 

tonnes per hectare

tonnes per hectare

Corn

9.4 [2]

5.7

7.6

4.8

Wheat

5.5

3.5

5.1

2.8

Sunflower

3.7

2.1

3.0

1.7

Rapeseed

3.2

2.4

3.4

2.3

Soya

2.4 [2]

2.1

1.8

1.7

[1] MHP yields are net weight, Ukraine - bunker weight;

[2] preliminary data, harvesting campaign 2013 is ongoing, corn and soybean as of today is 85% and 95% completed, respectively.

Segment revenue declined to US$ 59 million during 9M 2013, compared to US$ 126 million over a 9M 2012 period due to lower volumes of external grain sales in H1 2013 and decreased prices for crops harvested in 2013 which corresponded to market trends.

Decline in IAS 41 standard gains as well as in segment's gross profit reflected lower prices for crops harvested in 2013 compared to prices for crops harvested in 2012.

The Company's corn and soybean harvest campaigns are ongoing and as of today 85% and 95% is complete accordingly.Current yields are around 20% higher than last year despite challenging weather conditions in the time of harvesting campaign.

 

OTHER AGRICULTURAL OPERATIONS

 

 

Q3 2013

Q3 2012

%

change [1]

9M 2013

9M 2012

% change[1]

Revenue

US$, m

46

43

7%

120

116

3%

- Meat processing

US$, m

29

29

0%

77

77

-1%

 - Other

US$, m

17

14

21%

43

39

10%

IAS 41 standard gains

US$, m

4

2

120%

3

-1

730%

Gross profit

US$, m

7

3

148%

14

8

84%

Gross margin

%

16%

7%

9pps

12%

7%

5pps

EBITDA

US$, m

7

2

323%

18

9

101%

EBITDA margin

%

15%

4%

11pps

15%

7%

8pps

[1]pps - percentage points

 

Meat processing products

Q3 2013

Q3 2012

% change

9M 2013

9M 2012

% change

Sales volume, third parties tonnes

9,360

10,100

-7%

25,470

26,610

-4%

Price per 1 kg net VAT, UAH

24.16

22.34

8%

23.34

22.02

6%

In Q3 2013 sales volumes of sausage and cooked meat products decreased by 7% to 9,360 tonnes compared to 10,100 tonnes in Q3 2012 due to continuing product mix optimization. The sales volume of meat processing products during 9M 2013 fell by 4% year-on-year to 25,470 tonnes. MHP's market share remained stable at about 10% of the Ukrainian meat processing market.

Average sausage and cooked meat prices increased by 8% in Q3 2013 (UAH 24.16 per kg in Q3 2013 compared to UAH 22.34 per kg in Q3 2012) and by 6% during 9M 2013 (UAH 23.34 per kg over a period 9M 2013 compared to UAH 22.02 per kg during 9M 2012).

The segment's revenue in Q3 2013 increased by 7% to US$ 46 million compared to US$ 43 million in Q3 2012 due to increased fruit sales. During 9M 2013 the revenue of other agricultural operations was slightly higher comparing to 9M 2012 and totaled US$120 million and US$ 116 million respectively.

Gross profit totaled US$ 7 million in Q3 2013 (Q3 2012: US$ 3 million) and US$ 14million during 9M 2013 (9M 2012: US$ 8 million). The segment's EBITDA increased to US$ 7 million in Q3 2013 compared to US$ 2 million in the same period of 2012 and correspondingly rose by 101% year-on-year to US$ 18 million during 9M 2013 (9M 2012: US$ 9 million) due to higher returns earned in meat processing and fruit operations. EBITDA margin increased to 15% which twice higher compared to 9M 2012.

 

CURRENT GROUP FINANCIAL POSITION, CASH FLOW AND LIQUIDITY

Cash Flows US$, m

Q3 2013

Q3 2012

9M 2013

9M 2012

Cash from operations

118

109

247

296

Change in working capital

58

(37)

11

(97)

Net Cash from operating activities

176

72

258

199

Cash from investing activities

(101)

(59)

(197)

(196)

Non-cash investments

(7)

(22)

(29)

(97)

CAPEX

(108)

(81)

(226)

(293)

Cash from financing activities

(68)

(8)

24

(20)

incl. Dividends / Treasury shares

(10)

(13)

 (87)

(41)

Non-cash financing

7

22

29

97

Deposits

15

-

(15)

2

Total financial activities

(45)

14

38

79

Total change in cash

23

5

71

(15)

Cash flow from operations before working capital increased to US$ 118 million in Q3 2013 (Q3 2012: US$ 109 million) and amounted to US$ 247 million in 9M 2013 (9M 2012: US$ 296 million) mostly in line with EBITDA trend.

In 9M 2013 the US$ 11 million working capital decrease was majorly drived by 3Q 2013 trends and was attributable to the following:

§ decrease in inventories due to both, lower volume of purchased sunflower and at the lower price;

§ approximately nil VAT recoverable (9M 2012: US$ 42 million) as result of less intensive CAPEX;

Total CAPEX was US$ 108 million in Q3 2013 and US$ 226 million in 9M 2013, and mostly related to the Vinnytsia poultry complex as well as to the land expansion in the Russian Federation and in the Ukraine which added 75,000 hectares in total.

 

DEBT STRUCTURE

Debt

30.09.2013

30.06.2013

31.12.2012

Total Debt US$, m

1,325

1,352

1,140

Long term Debt

1,165

1,171

817

Short term Debt

160

181

323

Cash and bank deposits

(180)

(173)

(95)

Net Debt

1,145

1,179

1,045

LTM EBITDA

405

430

468

Net Debt /LTM EBITDA

2.83

2.74

2.23

As of 30 September 2013, the Company's total debt was US$ 1,325 million, most of which was denominated in US Dollars. After the new Eurobond issued in April 2013 our debt structure improved significantly with share of Long Term Debt increased to 87% from 72% of total debt. The weighted average cost of debt now is about 8% with an average interest rate decreased by 0.50%.

About 70% of total debt is in Eurobonds, 25% of which matures in April 2015 and 75% in April 2020.

At the end of 9M 2013, MHP's cash and short-term bank deposits comprised US$ 180 million. Net debt decreased to US$ 1,145 million as of 30 September 30. Net Debt/EBITDA ratio at the end of the period was 2.83 (Eurobond covenant: 3) as a result of negative trends in LTM EBITDA.

As a hedge for currency risks, revenues from the export of sunflower oil, sunflower husks and chicken meat are denominated in US Dollars, fully covering debt service expenses. During 9M 2013 the Company received US$ 395 million from export sales of sunflower oil, chicken meat and grains compared to US$ 342 in the same period of 2012.

OUTLOOK

We will continue gradually increasing of production capacity at each site of the Vinnytsia poultry complex and by the end of 2013 two more rearing brigades will be launched in operations. Furthermore to finalize Phase 1 of the Vinnystia complex in 2014 final 3 brigades will become operation that will accelerate production of poultry by up to 20% year-on-year.

Despite challenging weather conditions at the beginning of autumn, the Company's 2013 harvest is much stronger than in 2012 and the harvesting campaign of corn is almost complete. Profitability of the grain growing segment though is expected to be lower than last year as a result of lower grain prices due to the sound harvest worldwide, which will be compensated in improved poultry production costs. It will have a positive effect in 2014 financial result in a poultry division as well as in overall Company's performance. .

Although overall financial results of 2013 are expected to be lower than previously projected, our increasing production both in crops (extended land bank) and in chicken meat (the Vinnytsia poultry complex) will enable us substantially increase MHP operational results and improve financial performance in 2014.

We are confident that we will be able to continue to implement our strategy and keep on delivering sound financial results as one of the leading agri-industrial companies in Ukraine.

- End -

 

NOTES TO EDITORS:

About MHP

MHP is the leading producer of poultry products in Ukraine with the greatest market share and highest 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. To support its sales, MHP maintains a distribution network consisting of 11 distribution and logistical centres, within major Ukrainian cities. MHP uses its trucks for the distribution of its products, which Management believes reduces overall transportation costs and delivery times.

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.

Since May 15, 2008, MHP has traded on the London Stock Exchange under the ticker symbol MHPC.

Forward-Looking Statements

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

 

 

 

 

 

 

 

 

MHP S.A. AND ITS SUBSIDIARIES

Interim condensed consolidated Financial Statements

 

For the nine-month period ended 30 September 2013

 

 

 

 

 

 

 

 

CONTENT

 

MANAGEMENT STATEMENT................................................................................................................ (a)

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE-MONTH PERIOD ENDED 30 SEPTEMBER 2013

INTERIM CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME............................. 3

INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION...................................... 4

INTERIM CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY...................................... 5

INTERIM CONDENSED CONSOLIDATED CASH FLOW STATEMENT......................................................... 7

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS................................. 9

1. Corporate information........................................................................................................................ 9

2. Changes in the group structure......................................................................................................... 10

3. Basis of preparation and accounting policies..................................................................................... 11

4. Segment information....................................................................................................................... 12

5. Profit for the period.......................................................................................................................... 13

6. Property, plant and equipment.......................................................................................................... 13

7. Long-term VAT recoverable, net........................................................................................................ 14

8. Inventories and agricultural produce.................................................................................................. 14

9. Biological assets............................................................................................................................ 14

10. Bank borrowings........................................................................................................................... 14

11. Bonds issued............................................................................................................................... 15

12. Related party balances and transactions........................................................................................ 16

13. Contingencies and contractual commitments.................................................................................. 17

14. Dividends..................................................................................................................................... 18

15. Risk management policy............................................................................................................... 18

16. Authorization of the interim condensed consolidated financial statements.......................................... 19

 

MANAGEMENT STATEMENT

 

To the best of our knowledge, the unaudited interim condensed consolidated financial statements prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting" give a true and fair view of the assets, liabilities, financial position and profit of the Company and the undertakings included in the consolidation taken as a whole, and the management report include a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties that they face.

 

13 November 2013

 

On behalf of the Board:

Chief Executive Officer Yuriy Kosyuk

Chief Financial Officer Viktoria Kapelyushnaya

 

INTERIM CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

for the nine-month period ended 30 September 2013

(in thousands of US dollars, unless otherwise indicated)

 

Notes

2013

2012

Revenue

4

1,078,320

1,043,697

Net change in fair value of biological assets and agricultural produce

4

29,997

50,049

Cost of sales

(839,542)

(722,749)

Gross profit

268,775

370,997

Selling, general and administrative expenses

(95,085)

(88,449)

VAT refunds and other government grants income

72,389

69,071

Other operating expenses, net

(9,328)

(25,766)

Operating profit

236,751

325,853

Finance income

2,787

2,586

Finance costs:

Interests and other finance costs

(67,222)

(43,111)

Transaction costs related to corporate bonds

11

(16,515)

-

Gain from acquisition of subsidiaries

2

6,776

-

Foreign exchange (loss)/gain, net

15

(6,286)

736

Other expenses, net

(508)

(68)

Other expenses, net

(80,968)

(39,857)

Profit before tax

155,783

285,996

Income tax expense

(6,161)

(5,227)

Profit for the period

5

149,622

280,769

Other comprehensive loss

Cumulative translation difference

(411)

(435)

Other comprehensive loss for the period

(411)

(435)

Total comprehensive income for the period

149,211

280,334

Profit attributable to:

Equity holders of the Parent

140,672

265,926

Non-controlling interests

8,950

14,843

149,622

280,769

Total comprehensive income attributable to:

Equity holders of the Parent

140,261

265,491

Non-controlling interests

8,950

14,843

149,211

280,334

Earnings per share

Basic and diluted earnings per share (USD per share)

1.33

2.49

 

 

 

On behalf of the Board:

Chief Executive Officer Yuriy Kosyuk

Chief Financial Officer Viktoria Kapelyushnaya

 

 

 

The accompanying notes on the pages 9 to 19 form an integral part of these interim condensed consolidated financial statements

INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

as of 30 September 2013

(in thousands of US dollars, unless otherwise indicated)

 

Notes

30 September

2013

31 December 2012

ASSETS

Non-current assets

Property, plant and equipment

6

1,487,821

1,339,687

Land lease rights

45,515

26,694

Deferred tax assets

8,228

8,231

Long-term VAT recoverable, net

7

22,880

35,784

Non-current biological assets

59,820

53,695

Long-term bank deposits

5,725

6,154

Other non-current assets

17,578

16,615

1,647,567

1,486,860

Current assets

Inventories

8

150,857

274,255

Biological assets

9

326,888

159,276

Agricultural produce

8

138,378

166,128

Other current assets, net

49,396

33,880

Taxes recoverable and prepaid, net

203,862

200,308

Trade accounts receivable, net

70,346

72,616

Short-term bank deposits

15,127

-

Cash and cash equivalents

165,351

94,785

1,120,205

1,001,248

TOTAL ASSETS

2,767,772

2,488,108

EQUITY AND LIABILITIES

Equity

Share capital

284,505

284,505

Treasury shares

(65,393)

(65,393)

Additional paid-in capital

181,982

181,982

Revaluation reserve

22,869

22,869

Retained earnings

997,591

976,919

Translation reserve

(241,638)

(241,227)

Equity attributable to equity holders of the Parent

1,179,916

1,159,655

Non-controlling interests

55,905

39,008

Total equity

1,235,821

1,198,663

Non-current liabilities

Bank borrowings

10

170,497

199,483

Bonds issued

11

950,741

571,515

Finance lease obligations

44,005

45,955

Deferred tax liabilities

6,832

3,345

1,172,075

820,298

Current liabilities

Trade accounts payable

66,538

68,970

Other current liabilities

90,998

62,902

Bank borrowings

10

139,491

301,658

Accrued interest

42,014

14,125

Finance lease obligations

20,835

21,492

359,876

469,147

TOTAL LIABILITIES

1,531,951

1,289,445

TOTAL EQUITY AND LIABILITIES

2,767,772

2,488,108

 

On behalf of the Board:

Chief Executive Officer Yuriy Kosyuk

Chief Financial Officer Viktoria Kapelyushnaya

 

The accompanying notes on the pages 9 to 19 form an integral part of these interim condensed consolidated financial statements

INTERIM CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

for the nine-month period ended 30 September 2013

(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 2013

284,505

(65,393)

181,982

22,869

976,919

(241,227)

1,159,655

39,008

1,198,663

Profit for the period

-

-

-

-

140,672

-

140,672

8,950

149,622

Other comprehensive loss

-

-

-

-

-

(411)

(411)

-

(411)

Total comprehensive income for the period

-

-

-

-

140,672

(411)

140,261

8,950

149,211

Dividends declared by the Parent (Note 14)

-

-

-

-

(120,000)

-

(120,000)

-

(120,000)

Non-controlling interests acquired (Note 2)

-

-

-

-

-

-

-

7,947

7,947

Balance as of 30 September 2013

284,505

(65,393)

181,982

22,869

997,591

(241,638)

1,179,916

55,905

1,235,821

 

 

 

 

 

 

 

 

On behalf of the Board:

Chief Executive Officer Yuriy Kosyuk

Chief Financial Officer Viktoria Kapelyushnaya

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes on the pages 9 to 19 form an integral part of these interim condensed consolidated financial statements

INTERIM CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

for the nine-month period ended 30 September 2012

(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 2012

284,505

(40,555)

179,565

18,781

679,815

(240,791)

881,320

44,489

925,809

Profit for the period

-

-

-

-

265,926

-

265,926

14,843

280,769

Other comprehensive loss

-

-

-

-

-

(435)

(435)

-

(435)

Total comprehensive income for the period

-

-

-

-

265,926

(435)

265,491

14,843

280,334

Acquisition of treasury shares

-

(41,465)

-

-

-

-

(41,465)

-

(41,465)

Balance as of 30 September 2012

284,505

(82,020)

179,565

18,781

945,741

(241,226)

1,105,346

59,332

1,164,678

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

On behalf of the Board:

Chief Executive Officer Yuriy Kosyuk

Chief Financial Officer Viktoria Kapelyushnaya

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes on the pages 9 to 19 form an integral part of these interim condensed consolidated financial statements

INTERIM CONDENSED CONSOLIDATED CASH FLOW STATEMENT

for the nine-month period ended 30 September 2013

(in thousands of US dollars, unless otherwise indicated)

Notes

2013

2012

Operating activities

Profit before tax

155,783

285,996

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

Depreciation and amortization expense

79,812

53,393

Net change in fair value of biological assets and agricultural produce

4

(29,997)

(50,049)

Gain from acquisition of subsidiaries

2

(6,776)

-

Change in allowance for irrecoverable amounts and direct write-offs

13,385

18,801

(Gain)/Loss on disposal of property, plant and equipment and other non-current assets

(374)

168

Finance income

(2,787)

(2,586)

Finance costs

83,737

43,111

Unrealised foreign exchange loss/(gain), net

4,992

(736)

Operating cash flows before movements in working capital

297,775

348,098

Working capital adjustments

Change in inventories

8

150,004

10,570

Change in biological assets

9

(124,795)

(93,392)

Change in agricultural produce

8

30,726

50,831

Change in other current assets

(15,535)

(12,841)

Change in taxes recoverable and prepaid

(1,325)

(42,213)

Change in trade accounts receivable

1,820

(6,555)

Change in other liabilities

(23,443)

(4,419)

Change in trade accounts payable

(6,342)

1,346

Cash generated by operations

308,885

251,425

Interest received

2,788

2,586

Interest paid

(46,420)

(46,535)

Income taxes paid

(6,777)

(8,877)

Net cash flows from operating activities

258,476

198,599

Investing activities

Purchases of property, plant and equipment

6

(128,559)

(191,593)

Purchases of other non-current assets

(3,538)

(2,302)

Purchase of land lease rights

(3,179)

(845)

Acquisition of subsidiaries, less cash acquired

2

(61,056)

-

Proceeds from disposals of property, plant and equipment

1,131

940

Purchases of non-current biological assets

(2,485)

(1,761)

Investments in short-term deposits

(15,000)

(4)

Withdrawals of short-term deposits

459

1,792

Loans repaid by/(provided to) employees

582

-

Net cash flows used in investing activities

(211,645)

(193,773)

Financing activities

Proceeds from bank borrowings

19,375

128,155

Repayment of bank borrowings

(245,288)

(90,373)

Proceeds from bonds

11

400,000

-

Transaction costs related to corporate bonds issued

(44,808)

Repayment of finance lease obligations

(18,389)

(16,506)

Acquisition of treasury shares

-

(41,465)

Dividends paid

(87,155)

-

Net cash flows from financing activities

23,735

(20,189)

Net increase/(decrease) in cash and cash equivalents

70,566

(15,363)

Net foreign exchange difference

-

2,221

Cash and cash equivalents at 1 January

94,785

94,758

Cash and cash equivalents at 30 September

165,351

81,616

 

 

 

 

 

 

 

 

The accompanying notes on the pages 9 to 19 form an integral part of these interim condensed consolidated financial statements

 

INTERIM CONDENSED CONSOLIDATED CASH FLOW STATEMENT (continued)

for the nine-month period ended 30 September 2013

(in thousands of US dollars, unless otherwise indicated)

 

 

Non-cash transactions

Additions of property, plant and equipment under finance leases

16,814

23,572

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

12,430

73,233

Property, plant and equipment purchased for credit

(180)

1,957

 

 

On behalf of the Board:

Chief Executive Officer Yuriy Kosyuk

Chief Financial Officer Viktoria Kapelyushnaya

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes on the pages 9 to 19 form an integral part of these interim condensed consolidated financial statements

 

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

for the nine-month period ended 30 September 2013

(in thousands of US dollars, unless otherwise indicated)

1. Corporate information

MHP S.A. (the "Parent" or "MHP S.A."), a limited liability company (société anonyme) registered under the laws of Luxembourg, was formed on 30 May 2006. MHP S.A. was formed to serve as the ultimate holding company of PJSC "Myronivsky Hliboproduct" ("MHP") and its subsidiaries. Hereinafter, MHP S.A. and its subsidiaries are referred to as the "MHP S.A. Group" or the "Group". The registered address of MHP S.A. is 5, rue Guillaume Kroll, L-1882 Luxembourg.

The controlling shareholder of MHP S.A. is the Chief Executive Officer of MHP S.A. Mr. Yuriy Kosyuk ("Principal Shareholder"), who owns 100% of the shares of WTI Trading Limited ("WTI"), which is the immediate majority shareholder of MHP S.A.

The principal business activities of the Group are poultry and related operations, grain growing, as well as other agricultural operations (meat processing, cultivation and selling fruits and producing beef and meat products ready for consumption). 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, sunflower oil, mixed fodder and convenience food products. Grain growing comprises the production and sale of grains.  Other agricultural operations comprise the production and sale of cooked meat, sausages, beef, milk, goose meat, foie gras, fruits and feed grains. During the nine-month period ended 30 September 2013 the Group employed about 30,854 people (31 December 2012: 27,800 people).

The Group has been undertaking a large-scale investment program to expand its poultry and related operations, and in May 2010 the Group commenced construction of the greenfield Vinnytsia poultry complex. As of 31 December 2012 the Group commissioned production facilities, which were completed to date, as well as started achieving a full production capacity. During the nine-month period ended 30 September 2013 construction works at Vinnytsia complex was performed as scheduled and the Group continues commissioning production facilities which were already completed.

The primary subsidiaries, the principal activities of the companies forming the Group and the Parent's effective ownership interest as of 30 September 2013 and 31 December 2012 were as follows:

Name

Country of registration

Year established/acquired

Principal activities

30

September

2013

31 December 2012

Raftan Holding Limited

Cyprus

2006

Sub-holding Company

100.0%

100.0%

MHP

Ukraine

1998

Management, marketing and sales

99.9%

99.9%

Myronivsky Zavod po Vygotovlennyu Krup i Kombikormiv

Ukraine

1998

Fodder and sunflower

oil production

88.5%

88.5%

Vinnytska Ptahofabryka

Ukraine

2011

Chicken farm

99.9%

99.9%

Peremoga Nova

Ukraine

1999

Chicken farm

99.9%

99.9%

Druzhba Narodiv Nova

Ukraine

2002

Chicken farm

99.9%

99.9%

Oril-Leader

Ukraine

2003

Chicken farm

99.9%

99.9%

Tavriysky Kombikormovy Zavod

Ukraine

2004

Fodder production

99.9%

99.9%

Ptahofabryka Shahtarska Nova

Ukraine

2003

Breeder farm

99.9%

99.9%

Myronivska Pticefabrica

Ukraine

2004

Chicken farm

99.9%

99.9%

Starynska Ptahofabryka

Ukraine

2003

Breeder farm

94.9%

94.9%

Ptahofabryka Snyatynska Nova

Ukraine

2005

Geese breeder farm

99.9%

99.9%

Zernoproduct

Ukraine

2005

Grain cultivation

89.9%

89.9%

Katerynopilsky Elevator

Ukraine

2005

Fodder production and grain storage, sunflower oil production

99.9%

99.9%

Druzhba Narodiv

Ukraine

2006

Cattle breeding, plant cultivation

99.9%

99.9%

Crimean Fruit Company

Ukraine

2006

Fruits and grain cultivation

81.9%

81.9%

NPF Urozhay

Ukraine

2006

Grain cultivation

99.9%

99.9%

Agrofort

Ukraine

2006

Grain cultivation

86.1%

86.1%

Urozhayna Krayina

Ukraine

2010

Grain cultivation

99.9%

99.9%

Voronezh Agro Holding

Russia

2013

Grain cultivation

100.0%

-

Ukrainian Bacon

Ukraine

2008

Meat processing

79.9%

79.9%

The Group's operational facilities are located in different regions of Ukraine, including Kyiv, Cherkasy, Dnipropetrovsk, Donetsk, Ivano-Frankivsk, Vinnytsia, Kherson, Sumy, Khmelnitsk regions and Autonomous Republic of Crimea as well as in Voronezh region of Russia Federation.

Notes to the INTERIM CONDENSED Consolidated financial statements

for the nine-month period ended 30 September 2013

(in thousands of US dollars, unless otherwise indicated)

2. Changes in the group structure

AgroKryazh

During the nine-month period ended 30 September 2013 the Group acquired from third parties a group of companies "AgroKryazh", a grain growing business, cultivating a land bank of 12,380 hectares in the Vinnytsia region of Ukraine. The transaction was accounted for under the acquisition method.

Baryshevka

During the nine-month period ended 30 September 2013 the Group acquired from third parties a group of companies "Baryshevka" a grain growing business cultivating a land bank of 18,810 hectares in the Kyiv region of Ukraine. The transaction was accounted for under the acquisition method.

Voronezh Agro Holding

During the nine-month period ended 30 September 2013 the Group acquired from third parties a group of companies "Voronezh Agro Holding", a grain growing business cultivating a land bank, about, 40,000 hectares in the Voronezh region of Russian Federation, out of which 24,000 hectares is owed by "Voronezh Agro Holding" and was included to Property Plant and Equipment (Note 6).

This acquisition also adds 200,000 m3 of storage facilities as well as agricultural machinery to MHP's assets.

As of 30 September 2013 the initial accounting for the acquisition of "AgroKryazh", "Baryshevka" and "Voronezh Agro Holding" has only been provisionally estimated, the necessary fair values and other calculations are subject to finalization.

The following table presents the provisional fair value of identifiable assets and liabilities acquired during the nine-month period ended 30 September 2013:

AgroKryazh

Baryshevka

Voronezh Agro Holding

Total

Provisional fair value of identifiable assets and liabilities:

Property, plant and equipment

3,779

3,195

53,896

60,870

Land lease rights

6,187

9,873

3,787

19,847

Inventories and biological assets

3,308

2,363

9,740

15,411

Loans and borrowings

-

-

(12,996)

(12,996)

Trade and other payables

(1,056)

(814)

(2,414)

(4,284)

Deferred tax liabilities

-

-

(3,069)

(3,069)

Non-controlling interests

-

(7,162)

(785)

(7,947)

Total identifiable net assets at fair value

12,218

7,455

48,159

67,832

Gain from acquisition of subsidiaries

1,708

1,229

3,839

6,776

Total Cash consideration due and payable

10,510

6,226

44,320

61,056

Cash paid

(10,565)

(6,226)

(44,542)

(61,333)

Cash acquired

55

-

222

277

The Gain from acquisitions of subsidiaries was recognised within interim condensed consolidated statement of comprehensive income for the nine-month period ended 30 September 2013.

For acquisitions made during the nine months ended 30 September 2013, it is not practicable to determine what would be the total revenue and net profit for the nine months ended 30 September 2013 had the acquisitions occurred on 1 January in accordance with IFRS because the acquired companies' financial statements were prepared in accordance with local general accepted accounting policies, which are different from IFRSs.

Notes to the INTERIM CONDENSED Consolidated financial statements

for the nine-month period ended 30 September 2013

(in thousands of US dollars, unless otherwise indicated)

3. Basis of preparation and accounting policies

Basis of preparation

The interim condensed consolidated financial statements for the nine-month period ended 30 September 2013 have been prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting".

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.

The 31 December 2012 statement of financial position was derived from the audited consolidated financial statements.

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 nine-month ended 30 September 2013 or prior periods.

Functional and presentation currencies

The functional currency of the Group is the Ukrainian Hryvnia ("UAH"). Transactions in currencies other than the functional currency of the Group are treated as transactions in foreign currencies. Such transactions are initially recorded at the rates of exchange ruling on the dates of the transactions. Monetary assets and liabilities denominated in such currencies are translated at the rates prevailing on the statement of financial position date. All realized and unrealized gains and losses arising on exchange differences are included in the consolidated statement of comprehensive income for the period.

These interim condensed 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 statement of financial position presented are translated at the closing rate as of the date of that statement of financial position;

· Income and expenses for each statement of 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.

For practical reasons, the Group translates items of income and expenses for each period presented in the financial statements using the quarterly average rates of exchange, if such translations reasonably

The following exchange rates were used:

Currency

Closing rate as of 30 September

2013

Average for nine months ended 30 September 2013

Closing rate as of 31 December 2012

Average for nine months ended 30 September 2012

Closing rate as of 31 December 2011

UAH/USD

7.9930

7.9930

7.9930

7.9904

7.9898

UAH/EUR

10.8201

10.5227

10.5372

10.2341

10.2981

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 2012.

Notes to the INTERIM CONDENSED Consolidated financial statements

for the nine-month period ended 30 September 2013

(in thousands of US dollars, unless otherwise indicated)

3. Basis of preparation and accounting policies (continued)

Seasonality of operations

Poultry and related operations as well as 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 during November - to May, due to the sowing campaign.

4. Segment information

The following table presents revenue and profit information regarding the Group's operating segments for the nine-month period ended 30 September 2013:

 

Poultry

and related operations

Grain growing

Other agricultural operations

Eliminations

Consolidated

External sales

899,311

59,164

119,845

-

1,078,320

Sales between business segments

27,331

127,584

2,304

(157,219)

-

Total revenue

926,642

186,748

122,149

(157,219)

1,078,320

Segment results

191,020

52,549

12,460

-

256,029

Unallocated corporate expenses

(19,278)

Other expenses, net

(80,968)

Profit before tax

155,783

Other information:

Depreciation and amortization expense 1)

62,960

9,427

5,072

-

77,459

Net change in fair value of biological assets and agricultural produce

13,723

13,069

3,205

-

29,997

 

1) Depreciation and amortization attributable to Grain growing segment for the nine-month period ended 30 September 2013 in the amount of USD 10,241 thousand was capitalized in biological assets (Note 9);

Depreciation and amortization for the nine-month period ended 30 September 2013 includes unallocated depreciation and amortization in the amount of USD 2,353 thousand.

Notes to the INTERIM CONDENSED Consolidated financial statements

for the nine-month period ended 30 September 2013

(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 nine-month period ended 30 September 2012:

 

Poultry

and related operations

Grain growing

Other agricultural operations

Eliminations

Consolidated

External sales

801,134

126,065

116,498

-

1,043,697

 

Sales between business segments

26,330

95,240

4,088

(125,658)

-

 

Total revenue

827,464

221,305

120,586

(125,658)

1,043,697

 

Segment results

245,109

100,669

3,894

-

349,672

 

Unallocated corporate expenses

(23,820)

 

Other expenses, net

(39,856)

 

Profit before tax

285,996

 

Other information:

 

Depreciation and amortization expense 1)

41,826

4,396

4,826

-

51,048

 

 

Net change in fair value of biological assets and agricultural produce

3,966

46,592

(509)

-

50,049

 

 

1) Depreciation and amortization attributable to Grain growing segment for the nine-month period ended 30 September 2012 in the amount of USD 9,812 thousand was capitalized in biological assets (Note 9);

Depreciation and amortization for the nine-month period ended 30 September 2012 includes unallocated depreciation and amortization in the amount of USD 2,345 thousand.

 

5. Profit for the period

The Group's profit for the nine-month period ended 30 September 2013 decreased compared to the nine-month period ended 30 September 2012 mainly due to the lower returns from the poultry and related operations segment as well as due to the lower returns from the grain growing operations segment.

Lower returns from the poultry and related operations segment were primarily attributable to increased production costs driven by the growth, in the fourth quarter of 2012, of prices for grain produced by grain growing segment in 2012, and consumed by poultry and related operations segment during the nine-month period ended 30 September 2013.

Lower returns from the grain growing operations segment were primarily attributable to decreased prices for grain produced in 2013 which correlate to the market trends, whereas yields for crops produced during the nine-month period ended 30 September 2013 were higher than yields of crops produced during the nine-month period ended 30 September 2012.

6. Property, plant and equipment

Increase of property, plant and equipment, during the nine-month period ended 30 September 2013 mainly attributable to the capital expenditure incurred in respect of Vinnytsia poultry complex construction and to the 24,000 hectares of agricultural land and other property plant and equipment owned by Voronezh Agro Holding which was acquired during the nine-month period ended 30 September 2013 (Note 2). The construction of Vinnytsia poultry complex commenced in 2010 and is being constructed according to the schedule.

During the nine-month period ended 30 September 2013, the Group's additions to property, plant and equipment amounted to USD 157,623 thousand (nine-month period ended 30 September 2012: USD 313,305 thousand).

There have been no significant disposals of property, plant and equipment during the nine-month period ended 30 September 2013.

 

Notes to the INTERIM CONDENSED Consolidated financial statements

for the nine-month period ended 30 September 2013

(in thousands of US dollars, unless otherwise indicated)

6. Property, plant and equipment (continued)

During the nine-month period ended 30 September 2013 borrowing costs of USD 16,511 thousand (nine-month period ended 30 September 2012: USD 22,956 thousand) were capitalized into property, plant and equipment. The weighted average capitalization rate on funds borrowed generally during the nine-month period ended 30 September 2013 was 10.62% (nine-month period ended 30 September 2012: 8.36%).

7. Long-term VAT recoverable, net

As of 30 September 2013 and 31 December 2012 the balance of long-term VAT recoverable was accumulated on continuing capital expenditures. Management expects that these balances will not be recovered within twelve months of the reporting date.

8. Inventories and agricultural produce

During the nine-month period ended 30 September 2013 inventories have decreased mainly due to internal consumption of sunflower previously purchased as well as due to decrease of work in progress balance.

As of 31 December 2012 USD 44,043 thousand of expenses incurred in cultivating fields to be planted in spring 2013 were capitalised in work in progress balance. As of 30 September 2013 these expenses were classified as crops in fields within biological assets, as the plants were already sown (Note 9).

Agricultural produce balance has decreased as of 30 September 2013 compared to 31 December 2012 mainly due to the internal consumption of corn.

9. Biological assets

Increase in current biological assets during the nine-month period ended 30 September 2013 is primarily attributable to crops in fields balance as well as to the increase in broiler poultry balance due to gradually launching of the Vinnytsia Complex.

The increase in crops in fields balance refers to IAS 41 revaluation adjustment and costs incurred with respect to the future harvest, reflecting seasonality element inherent in the grain growing segment.

10. Bank borrowings

The following table summarizes bank borrowings and credit lines outstanding as of 30 September 2013 and 31 December 2012:

30 September 2013

31 December 2012

Bank

Currency

WAIR 1)

USD' 000

WAIR 1)

USD' 000

Foreign banks

USD

4.70%

88,552

5.14%

190,976

Foreign banks

EUR

1.78%

160,440

2.15%

162,675

248,992

353,651

Ukrainian banks

USD

4.86%

60,996

5.43%

147,490

60,996

147,490

Total bank borrowings

309,988

501,141

Less: Short-term bank borrowings and current portion of long-term bank borrowings

(139,491)

(301,658)

Total long-term bank borrowings

170,497

199,483

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. The interest on the borrowings drawn with the Ukrainian banks is payable on a monthly or quarterly basis. Interest on borrowings drawn with foreign banks is payable semi-annually.

All bank loans and credit lines held by the Group as of 30 September 2013 and 31 December 2012 bear the floating interest rates.

Notes to the INTERIM CONDENSED Consolidated financial statements

for the nine-month period ended 30 September 2013

(in thousands of US dollars, unless otherwise indicated)

10. Bank borrowings (continued)

Bank borrowings and credit lines outstanding as of as of 30 September 2013 and 31 December 2012 were repayable as follows:

30 September

2013

31 December 2012

Within one year

139,491

301,658

In the second year

62,005

66,840

In the third to fifth year inclusive

98,807

115,316

After five years

9,685

17,327

309,988

501,141

As of 30 September 2013, the Group had available undrawn facilities of USD 256,032 thousand (31 December 2012: USD 133,981 thousand). These undrawn facilities expire during the period from October 2013 until July 2020.

The Group, as well as particular subsidiaries of the Group have to comply with certain covenants imposed by the banks providing the loans. The main covenants which are to be complied with by the Group are total equity to total assets ratio; net debt to EBITDA ratio; EBITDA to interest expenses ratio; and current ratio. The Group subsidiaries are also required to obtain approval from lenders regarding property to be used as collateral.

As of 30 September 2013, the Group had no borrowings that were secured (as of 31 December 2012, the Group had borrowings of USD 50,000 thousand that were secured inventories with a carrying amount of USD 62,500 thousand).

11. Bonds issued

Bonds issued and outstanding as of 30 September 2013 and 31 December 2012 were as follows:

30 September

2013

31 December 2012

8.25% Senior Notes due in 2020

750,000

-

10.25% Senior Notes due in 2015

234,767

584,767

Unamortized premium on bonds issued

1,605

2,801

Unamortized debt issue cost

(35,631)

(16,053)

950,741

571,515

 

As of 30 September 2013 and 31 December 2012 amount of accrued interest on bonds issued was USD 40,587 thousand and 10,156 thousand, respectively.

8.25% Senior Notes

On 8 April 2013, MHP S.A. issued USD 750,000 thousand 8.25% Senior Notes due in 2020 at an issue price of 100% of the principal amount. USD 350,000 thousand out of issued USD 750,000 thousand 8.25% Senior Notes were used to early redemption and exchange of its existed 10.25% Senior Notes due in 2015.

Early redemption of 10.25% Senior Notes due in 2015 out of issue of 8.25% Senior Notes due in 2020 placed with the same holders and the change in the net present value of the future cash flows was less than 10% is accounted as exchange and all the related expenses, including consent fees, were capitalized and will be amortized over the maturity period of the 8.25% Senior Notes due in 2020 in the amount of USD 28,293 thousand.

Otherwise related expenses, including consent fees, in the amount of USD 16,515 thousand were expensed as incurred.

The Senior Notes are jointly and severally guaranteed on a senior basis by MHP, Druzhba Narodiv, Druzhba Narodiv Nova, Myronivsky Zavod po Vygotovlennyu Krup i Kombikormiv, Oril-Leader, Katerynopilsky Elevator, Ptahofabryka Peremoga Nova, Zernoproduct, Myronivska Ptahofabryka, Starynska Ptahofabryka, Ptahofabryka Shahtarska Nova, Agrofort, NPF Urozhay, Vinnytska Ptahofabryka.

 

Notes to the INTERIM CONDENSED Consolidated financial statements

for the nine-month period ended 30 September 2013

(in thousands of US dollars, unless otherwise indicated)

11. Bonds issued (continued)

10.25% Senior Notes

On 29 April 2010, MHP S.A. issued USD 330,000 thousand 10.25% Senior Notes due in 2015 at an issue price of 101.452% of the principal amount.

In addition, as of 13 May 2010 MHP S.A. exchanged 96.01% (USD 240,033 thousand) of USD 250,000 thousand of the existing 10.25% Senior Notes due in 2011 for the new Notes due in 2015. As a result of the exchange, new Senior Notes were issued for the total par value of USD 254,767 thousand.

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 indebtedness agreement, 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, all outstanding Senior Notes will become due and payable without further action or notice. 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.

During the years ended 30 September 2013 and 31 December 2012 the Group has complied with all covenants defined by indebtedness agreement.

The weighted average effective interest rate on the Senior Notes is 10.01% per annum and 11.43% per annum for the nine months ended 30 September 2013 and 2012, respectively.

12. 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. Management believes that amounts receivable due from related parties do not require an allowance for irrecoverable amounts and that the amounts payable to related parties will be settled at cost.

Transactions with related parties during the nine-month periods ended 30 September 2013 and 2012 were as follows:

2013

2012

Sales of goods to related parties

7,973

6,011

Sales of services to related parties

62

73

Purchases from related parties

212

512

The balances owed to and due from related parties were as follows as of 30 September 2013 and 31 December 2012:

30 September

2013

31 December 2012

Trade accounts receivable

856

10,359

Advances received

21

52

Advances and finance aid

103

4,935

Payables for dividends declared, included in Other current liabilities

32,845

-

Notes to the INTERIM CONDENSED Consolidated financial statements

for the nine-month period ended 30 September 2013

(in thousands of US dollars, unless otherwise indicated)

12. Related party balances and transactions (continued)

The amount of payables for dividends is related to the liability to the Company's major shareholder for the declared dividends (Note 14). The Board of Directors of MHP S.A. also acknowledged the consent of WTI Trading Limited (the Company's major shareholder) to be paid later than on the declared dividend payment date (but not later than 1 March 2014), with no interest accrued on the amount of dividend paid later.

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 9,455 thousand and USD 9,333 thousand for the nine-month periods ended 30 September 2013 and 30 September 2012, respectively.

13. Contingencies and contractual commitments

Operating environment

The principal business activities of the Group are within Ukraine. Emerging markets such as Ukraine are subject to different risks than more developed markets, including economic, political and social, and legal and legislative risks. As has happened in the past, actual or perceived financial problems or an increase in the perceived risks associated with investing in emerging economies could adversely affect the investment climate in Ukraine and Ukraine's economy in general. Laws and regulations affecting business operating in Ukraine are subject to rapid changes and the Group's assets and operations could be at risk if there are any adverse changes in the political and business environment.

After the years of recovery Ukraine's economy growth slowed in 2012 with GDP increased only by 0.2%. During the nine-month period ended 30 September 2013 Ukraine's economy decreased with GDP contracted by 1.1% according to preliminary data.

During the nine-month period ended 30 September 2013 the Ukrainian Hryvnia remained stable against the US dollar and demonstrated moderate growth against the EUR.

Taxation

Ukrainian tax authorities are increasingly directing their attention to the business community as a result of the overall Ukrainian economic environment. In respect of this, the local and national tax environment in the Ukraine 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 interest. Future tax examinations could raise issues or assessments which are contrary to the Group companies' tax filings. Such assessments could include taxes, penalties and interest, and these amounts could be material. While the Group believes it has complied with local tax legislation, there have been many new tax and foreign currency laws and related regulations introduced in recent years which are not always clearly written.

In December 2010, the Tax Code of Ukraine was officially published. In its entirety, the Tax Code of Ukraine became effective on 1 January 2011, while some of its provisions took effect later (such as, Section III dealing with corporate income tax, which came into force from 1 April 2011). Apart from changes in CIT rates from 1 April 2011 and planned abandonment of VAT refunds for agricultural industry from 1 January 2018, the Tax Code also changed various other taxation rules.

Starting from 1 September 2013, the Ukrainian legislation was amended by new transfer pricing rules. These rules introduce additional reporting and documentation requirements to transactions. The new legislation allows the tax authorities to impose additional tax liabilities in respect of certain transactions, including, but not limited to, transactions with related parties, if they consider transaction to be priced not at arm's length.As the practice of implementation of the new transfer pricing rules has not yet developed and wording of some clauses of the rules is unclear, the impact of challenge of the Group's transfer pricing positions by the tax authorities cannot be reliably estimated."

Notes to the INTERIM CONDENSED Consolidated financial statements

for the nine-month period ended 30 September 2013

(in thousands of US dollars, unless otherwise indicated)

13. Contingencies and contractual commitments (continued)

Legal issues

In the ordinary course of business, the Group is subject to legal actions and complaints. As of 30 September 2013, Group companies had ongoing litigations with the tax authorities related to disallowance of certain amounts of VAT refunds and deductible expenses claimed by the Group. According to the assessment performed by the management of the Group on a case by case basis the maximum exposure of the Group to such risks as of 30 September 2013 amounted to USD 31,957 thousand (31 December 2012: USD 30,729 thousand). Out of this amount, USD 30,975 thousand (31 December 2012: USD 29,533 thousand) relates to cases where court hearings took place and where the court in either the first or second instance has already ruled in favour of the Group. Based on past history of court resolutions of similar lawsuits management believes that possible exposure relating to these court cases amounts to approximately USD 982 thousand as of 30 September 2013 (31 December 2012: USD 1,196 thousand).

Contractual commitments on purchase of property, plant and equipment

During the nine-month period ended 30 September 2013, the companies of the Group entered into a number of contracts with foreign suppliers for the purchase of property, plant and equipment for development of agricultural operations. As of 30 September 2013, purchase commitments on such contracts were primarily related to construction of the Vinnytsia poultry complex and amounted to USD 14,559 thousand (31 December 2012: USD 14,689 thousand).

14. Dividends

On 4 March 2013, the Company announced that the Board of Directors approved a payment of dividend of USD 1.13 per share, equivalent to approximately USD 120 million. On 16 May 2013 the Board of Directors approved a payment date of dividends on 28 May 2013 to shareholders of a record on 22 May 2013. The Board of Directors approved that no dividend will be paid on the Company's shares held in treasury.

The Board of Directors of MHP S.A. also acknowledged the consent of WTI Trading Limited (the Company's major shareholder) to be paid later than on the declared dividend payment date (but not later than 1 March 2014), with no interest accrued on the amount of dividend paid later (Note 12).

15. Risk management policy

During the nine-month period ended 30 September 2013 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.

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 of 30 September 2013 and 31 December 2012 were as follows:

30 September 2013

31 December 2012

USD

EUR

USD

EUR

Total assets

124,066

6,454

82,609

7,206

Total liabilities

1,274,399

191,648

1,005,537

203,127

Notes to the INTERIM CONDENSED Consolidated financial statements

for the nine-month period ended 30 September 2013

(in thousands of US dollars, unless otherwise indicated)

15. Risk management policy (continued)

Currency risk (continued)

The table below details the Group's sensitivity to strengthening of the Ukrainian Hryvnia 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

nine-month period ended 30 September 2013

Increase in USD exchange rate

10%

(115,033)

Increase in EUR exchange rate

10%

(18,519)

Decrease in USD exchange rate

5%

57,517

Decrease in EUR exchange rate

5%

9,260

nine-month period ended 30 September 2012

Increase in USD exchange rate

10%

(80,319)

Increase in EUR exchange rate

10%

(17,917)

 

Decrease in USD exchange rate

5%

40,160

Decrease in EUR exchange rate

5%

8,958

The effect of foreign currency sensitivity on shareholders' equity is equal to that reported in the interim condensed consolidated statement of comprehensive income.

During the nine-month period ended 30 September 2013, the Ukrainian Hryvnia depreciated against the EUR by 2.7% and has not changed against the USD (nine-month period ended 30 September 2012: did not significantly change against the EUR and the US Dollar). As a result, during the nine-month period ended 30 September 2013 the Group recognised net foreign exchange loss in the amount of USD 6,286 thousand (nine-month period ended 30 September 2012: foreign exchange gain in the amount of USD 736 thousand) in the interim condensed consolidated statement of comprehensive income.

16. 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 S.A. on 13 November 2013.

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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