REG-R.E.A. Holdings plc R.E.A. Holdings plc: Half yearly results
21/09/2018 07:05
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R.E.A. Holdings plc (RE.)
R.E.A. Holdings plc: Half yearly results
21-Sep-2018 / 07:00 GMT/BST
Dissemination of a Regulatory Announcement that contains inside information
according to REGULATION (EU) No 596/2014 (MAR), transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
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R.E.A. HOLDINGS PLC (the "company")
HALF YEARLY REPORT 2018
The chairman, David Blackett, commented:
Production levels have materially increased. Operational initiatives
successfully implemented across the business combined with currently more normal
weather conditions give management confidence that FFB production for the full
year will be at record levels.
Although the benefits to the results from the strong operational performance
were largely offset by weak CPO prices during the six months to 30 June 2018,
higher production will rapidly be reflected in financial performance once CPO
prices improve.
The sale of the group's interest in PBJ to the Kuala Lumpur Kepong Berhad
("KLK") group, which completed on 31 August, has reduced the group's
indebtedness and significantly improved the group's financial position.
HIGHLIGHTS
Financial
• Revenue up 4 per cent to $48.2 million (2017: $46.3 million) following a
continuation of the recovery in cropping that started in 2017
• Gross profit up 30 per cent to $6.9 million (2017: $5.3 million); production
cost per tonne of palm oil reduced by 10 per cent
• Pre-tax profit of $1.3 million (2017: loss of $15.7 million), largely due to
exchange gains of $10.4 million (2017: loss of $4.2 million) arising from
the decline in value of the rupiah against the dollar
• Average selling prices (FOB Samarinda) for CPO of $549 (2017: $622) and for
CPKO of $977 (2017: $1,290)
• Two new medium term rupiah bank loans, totalling some $32.5 million, drawn
in August 2018 to replace the earlier repayment of a rupiah term loan and
revolving credit facility, together amounting to $10.2 million, and to
augment working capital
Agricultural operations
• 35 per cent increase in FFB production to 324,955 tonnes in six months to 30
June 2018 (2017: 241,235 tonnes)
• Record crops for the group in July and August of, respectively, 80,767
tonnes (July 2017: 43,596 tonnes) and 89,210 tonnes (August 2017: 51,279
tonnes)
• Extraction rates averaging 22.8 per cent (2017: 22.1 per cent)
• Improved harvester availability, expanded transport fleet and
infrastructure improvements should further improve crop collection and
extraction rates
• New planting until end August 2018 concentrated on PBJ so as to maximise
sale proceeds
Sale of PBJ
• Sale of 95 per cent interest in PBJ to the KLK group completed on 31 August
2018
• Cash inflow to the group of some $56.4 million to be utilised to reduce
group indebtedness, further augment working capital and to provide funding
for planned extension planting
• Bank debt of some $24.1 million owed by PBJ repaid in full
Coal operations
* Mining operations resuming: the loading point on the Mahakam River
now established; the conveyor that runs from the group's concession to the
loading point under refurbishment; and dewatering of the existing pit now
started
* Disposal of the existing stockpile to be completed imminently
Outlook
• Improved production seen in the first half of 2018 expected to continue into
the second half of the year and to be maintained going forward; full year
FFB crop expected to surpass previous highest level
• Indications that restocking in India and China may gradually lead to some
recovery in CPO prices through to the end of 2018, underpinned by increased
biodiesel mandates and a firmer petroleum oil price
• Subject to confirmation that PU will not be affected by a recently
announced Indonesian government moratorium on oil palm expansion, rapid
planting out of PU planned to start around year end as soon as necessary
compliance procedures completed; in the meanwhile, planting of up to 900
hectares on PBJ2 to be progressed
• Agricultural operations expected to generate increasing cash flows, further
augmented by positive cash from the main coal concession
SUMMARY OF RESULTS FOR THE SIX MONTHS ENDED 30 JUNE 2018
6 months to 6 months to
30 June 30 June
2018 2017
$'000 $'000
Revenue 48,170 46,275
Earnings before interest, tax, depreciation and 10,947 8,348
amortisation
Profit/(loss) before tax 1,336 (15,708)
Loss for the period (635) (14,449)
Loss attributable to ordinary shareholders (4,514) (14,144)
Cash generated/(utilised) by operations 9,565 (799)
Loss per share (US cents) (11.1) (34.6)
INTERIM MANAGEMENT REPORT
Results
Key highlights of the income statement for the six months to 30 June 2018, with
comparative figures for 2017, were as follows:
6 months 6 months Year to
to 30 June to 30 June 31 December
2018 2017 2017
$'m $'m $'m
Revenue 48.2 46.3 100.2
Gross profit 6.9 5.3 12.9
Profit/(loss) before tax 1.3 (15.7) (21.9)
The year 2018 to date has seen a continuation of the marked recovery in crops
that commenced in 2017 with crop collection for the first six months being well
ahead of the same period last year. However, the benefits of the increased crop
collection were largely offset by the steady decline in CPO pricing that was
experienced in the six months to 30 June 2018. To place this in context, had
the average price realised per tonne of CPO in that period been the same as that
achieved in the six months to 30 June 2017, it is estimated that revenue and
gross profit would both have been $5.4 million higher.
Reported profit before tax benefited from mark to market exchange gains of $10.4
million (2017: loss of $4.2 million). These gains were primarily caused by a
decline in the value of the rupiah against the dollar.
Earnings before interest, depreciation, amortisation and tax amounted to $10.9
million for the six months to 30 June 2018 (2017: $8.3 million).
Specific components of the results
Cost of sales for the six months to 30 June 2018, with comparative figures for
2017, was made up as follows:
6 months 6 months Year to
to 30 June to 30 June 31 December
2018 2017 2017
$'m $'m $'m
Depreciation and amortisation 11.3 10.8 22.2
Purchase of external FFB 8.9 7.1 14.4
Estate operating costs 22.6 21.2 49.7
42.8 39.1 86.3
Whilst total cost of sales increased slightly to $42.8 million (2017: 39.1
million) during the period, the marked increase in crop collection has resulted
in a 10 per cent reduction in the cost per tonne of palm oil produced.
As noted in previous reports, the amendment of IAS 41 Agriculture effective 1
January 2016 has resulted in the discontinuation of the previous movement in the
fair value of biological assets and its replacement by a depreciation charge.
Whilst this change has no effect on the group's cash flows, it means that the
group now reports a depreciation charge that is higher and profits that are
lower than they would have been applying the previous accounting provisions of
IAS 41.
The increased cost of purchasing external FFB reflected a substantial increase
in the volume purchased offset by a reduction in purchase price.
Reported operating costs are similar to those of the same period of 2017
reflecting the essentially fixed nature of these costs. Increased expenditure
on harvesting, road upkeep and weeding as part of the work on the rehabilitation
of the mature areas continues.
Administrative expenses at $6.8 million were lower than the $7.3 million
incurred in 2017. This was the result of savings from staff changes and the
combination of the former Jakarta and Samarinda offices into the group's current
head office in Balikpapan that took place in 2017.
Investment revenues in 2017 benefited from interest in respect of a tax refund.
This was a one-off item and, as a result, investment revenues for the six months
to 30 June 2018 were substantially lower at $0.1 million.
The $10.4 million of exchange gains referred to above has been set off for
reporting purposes against interest and other finance costs amounting to $8.9
million resulting in a finance credit of $1.5 million (2017: charge of $13.5
million). Interest incurred of $11.1 million was lower than in 2017 ($12.2
million) reflecting an improvement in the group's net debt position.
The tax charge for the six months to 30 June 2018 of $2.0 million (2017: credit
of $1.3 million) has been stated after providing $0.9 million (2017: $0.9
million) against deferred tax credits previously recorded against losses which
may not now be capable of use prior to time expiry.
Dividends
The fixed semi-annual dividend on the company's preference shares that fell due
on 30 June 2018 was duly paid. Although the operational performance and
financial condition of the group is improving, the directors do not consider
that the results reported for the six months to 30 June 2018 reflect a
sufficient improvement to justify the declaration of an interim ordinary
dividend in respect of 2018.
Agricultural operations
The key agricultural statistics were as follows:
6 months to 6 months to
30 June 30 June
2018 2017
FFB crops (tonnes)
Group harvested 324,955 241,235
Third party harvested 80,463 52,780
Total 405,418 294,015
Production (tonnes)
Total FFB processed 393,382 288,477
CPO 89,638 63,867
Palm kernels 18,649 12,776
CPKO 7,456 4,583
Extraction rates (percentage)
CPO 22.8 22.1
Palm kernel 4.7 4.4
CPKO 40.3 37.2
Rainfall (mm)
Average across the estates 1,673 2,034
The recovery in operations that began in 2017 has continued into 2018 with the
FFB crop for the first six months of the year reflecting a noticeable upturn in
production from March onwards. The positive trend is continuing with record
group crops in July and August of, respectively, 80,767 tonnes (July 2017:
43,596 tonnes) and 89,210 tonnes (August 2017: 51,279 tonnes). As a result, FFB
harvested in the eight months to August 2018 amounted to 494,932 tonnes (2017:
336,110 tonnes). Bunch counts indicate that crop availability through to the end
of 2018 will remain at good levels.
The significantly better crop yields being achieved must be attributed in part
to weather factors with the negative impact of the 2015 and 2016 El Niño weather
phenomenon now over. Weather, however, has not been the only factor involved;
of equal, and probably greater, significance have been the enhanced fertiliser
programmes introduced into the mature areas with effect from 2016 and programmes
to improve upkeep and access. The group believes that completion of these
latter programmes may result in some further enhancement of yields.
The increase, by comparison with the preceding year, of slightly over 50 per
cent in third party FFB purchases during the six months to 30 June 2018 has been
maintained in July and August. Whilst, as with the group, weather factors have
facilitated increased production by third party growers, third party purchases
also reflect the increasing maturity and expanding area of smallholder plantings
in the vicinity of the group's estates.
Harvester numbers have been increasing since the beginning of the year and
incentive targets and work programmes have been adjusted in response to the
cropping demands. The road improvement programme, instituted in 2017, is
continuing and the truck fleet has been expanded by some 30 per cent.
With the increasing crop levels the group is pushing ahead with the expansion of
the group's newest mill to increase the capacity of that mill to 80 tonnes per
hour. The expansion is scheduled to be completed during 2019.
Significantly higher CPO production in Indonesia and increasing stock levels at
origins, exacerbated by changes in Indian tariffs on imported CPO, have led to a
steady downward drift in the CPO price since the first quarter of 2018. Opening
the year at $677.5 per tonne, CIF Rotterdam, the price stood at $655 at the end
of June 2018 and is currently close to the low for the year at $540.
Indications are that prices are at or around their bottom and that restocking in
India and China may lead gradually to some price recovery in the closing months
of 2018 underpinned by a firmer petroleum oil price. Further ahead, consumption
growth and limitations on oil palm expansion are expected to support prices
positively.
CPKO prices have been similarly affected, whilst maintaining their premia over
CPO, opening in 2018 at $1,260 per tonne, CIF Rotterdam, declining to $910 per
tonne at the end of June 2018 and currently at $860 per tonne.
The average selling price for the group's CPO for the six months to the end of
June 2018, on an FOB basis at the port of Samarinda, net of export levy and
duty, was $549 per tonne (2017: $622 per tonne). The average selling price for
the group's CPKO, on the same basis, was $977 per tonne (2017: $1,290 per
tonne).
Pending closing of the sale of PBJ, as discussed below, the concentration of
the group's planting programme to the end of August was on completing the 520
hectares of 2018 planting that were required at PBJ to maximise the sale
proceeds. After completion of necessary bunding and land compensation
arrangements, the required additional area was duly planted. Concurrently, a
further 220 hectares were planted at CDM to round off certain larger, near
contiguous, blocks and thus optimise the efficiency of the CDM development.
Going forward, the primary focus of the group's expansion programme will
initially be PU. Plantings in this area can only start once the necessary
environmental compliance procedures have been completed. Completion is expected
towards the end of 2018, following which the group plans to proceed rapidly with
the planting out of PU subject to confirmation that a just announced Indonesian
government moratorium on oil palm expansion will not apply to PU. In preparation
for this, the group is currently establishing nurseries sized to provide the
volume of seedlings that the development of PU will require. Pending
commencement of planting at PU, the group plans during the remaining months of
2018 to commence planting out an area of PBJ2 adjacent to REAK of up to 900
hectares (of which part may be allocated to smallholder cooperatives).
Sale of PBJ
As previously announced, on 25 April 2018, the group reached an agreement for
the sale by its subsidiary, REAK of REAK's 95 per cent interest in PBJ to the
KLK group, subject to certain conditions. Such conditions having been met, the
sale was completed on 31 August 2018.
The consideration for the sale of REAK's interest in PBJ was settled on 31
August 2018 on an estimated basis but remains subject to adjustment following
agreement or determination of certain figures as at the date of completion. The
bank debt owed by PBJ and the net debt owed by PBJ to the group were refinanced
by the KLK group at completion and have been repaid in full.
The planted area of PBJ at completion was just short of 7,500 hectares (of
which slightly over 800 hectares were mature).
Stone and coal operations
Following the previously reported purchase of loading facilities on a property
adjacent to the group's coal concession at Kota Bangun, the group is pushing
ahead with plans to resume mining operations. The loading point on the Mahakam
River has been established in recent weeks and work to refurbish the coal
conveyor that crosses the group's concession and runs to the loading point is
now in hand. Dewatering to provide access to the mine's northern deposit has
commenced and disposal of the coal stockpile is expected to be completed
imminently.
The limestone quarry adjacent to the group's PBJ property has continued to
provide crushed stone for hardening roads on PBJ. Under the terms of the PBJ
sale, arrangements are in place for a member of the group to retain use of the
existing stone crushing site in PBJ and to supply stone to KLK as required.
For the present, the group is continuing to prioritise the stone and coal
operations that offer the greatest certainty of returns in the near term. Once
the prioritised operations are generating cash flow, the group will reconsider
the options for developing and operating the andesite stone concession.
Sustainability
The RSPO annual surveillance audits for all of the group's certified estates,
its two older mills and its bulking station downstream of Samarinda were
successfully concluded in June and July 2018. Work to resolve the outstanding
High Conservation Value ("HCV") compensation liability in respect of a small
area of some 20 hectares in the SYB northern estate area is continuing. The
group has instructed an independent third-party to obtain satellite imagery in
accordance with RSPO criteria and guidelines so as to define the original land
cover and coefficients before land clearing commenced. Thereafter, once the
appropriate compensation liability has been determined and the settlement period
agreed, the process for RSPO certification of the group's third and newest oil
mill and its supply chain will commence.
The HCV assessments for PU and certain SYB planned plasma areas are being
reviewed and updated in preparation for new plantings in accordance with the
RSPO New Plantings Procedures. The RSPO compensation panel has approved in
principle an HCV compensation plan in respect of an area of CDM with payments to
be settled over several years.
ISPO certification of SYB, which was outstanding at the time of publication of
the group's 2017 annual report, has now been obtained following issuance of an
outstanding palm oil mill effluent permit in May 2018.
Certifications of the estates, mills and bulking station under ISO 14001:2004
Environment Management System continue to be renewed as they expire.
As part of its ongoing commitment to supporting smallholder farmers in the
vicinity of the group's estates, the group has been conducting surveys of
smallholder FFB production to understand better the challenges faced by such
farmers. The results of these surveys are now being analysed so that relevant
further training and ongoing support can be offered to smallholders with a view
to improving smallholder crop yields and fruit quality.
Household take-up of renewable energy distributed to local villages via the
Indonesian national electricity company, PLN, continues to grow each month.
Following the installation of new camera traps in REAK and CDM in 2017, further
surveys are being conducted in 2018 and continuing into 2019 to verify the
current status of the orangutan population.
The group is giving increasing attention to encroachment within the boundaries
of its estates. Satellite imagery has been acquired from Satelligence, together
with a land cover map for 2017, in order to define a baseline forest cover,
degraded areas and planted oil palm areas within the estate areas and in close
proximity to their boundaries. The map is being used for land cover planning and
rehabilitation of previously encroached and degraded areas. Through
Satelligence, the group has also implemented a forest cover monitoring system
that generates bi-weekly updates on forest cover, land clearing and oil palm
development within the group's estates and within a five kilometre buffer zone
around the estate boundaries. This allows the group to monitor and investigate
any illegal activity within the estates that may be damaging to the environment.
Financing
At 30 June 2018, the group continued to be financed by a combination of debt
and equity (comprising ordinary and preference share capital). There was a
decrease in total equity including non-controlling interests to $269.3 million
from $276.7 million at 31 December 2017.
Group indebtedness and related engagements at 30 June 2018 totalled $194.5
million against $220.0 million at 31 December 2017. Against this indebtedness,
the group held cash and cash equivalents of $2.3 million (31 December 2017: $5.5
million). The composition of the resultant net indebtedness of $192.3 million
was as follows:
$'m
7.5 per cent dollar notes 2022 ("2022 dollar notes") ($24.0 million
nominal)
23.7
8.75 per cent guaranteed sterling notes 2020
("2020 sterling notes") (£31.9 million nominal) 40.8
Loan from related party 8.2
Loans from non-controlling shareholder 29.7
Indonesian term bank loans 45.5 *
Drawings under revolving credit facilities 46.7
194.6
Cash and cash equivalents (2.3)
Net indebtedness 192.3
* Excluding $25.1 million of Indonesian term bank loans that have been
reflected within the net balance representing assets held for resale in the
accompanying consolidated balance sheet at 30 June 2018.
As announced on 28 August 2018, the group has recently arranged and drawn down
two new medium term rupiah loans equivalent in total to some $32.5 million. In
anticipation of this, on 8 August 2018 the group repaid rupiah term loan and
revolving credit facilities amounting to $10.2 million. The proceeds of the new
loans will be used to refinance the monies used for that repayment and, as to
the balance, in augmenting the group's working capital.
Subsequent completion of the sale of PBJ, as described above, resulted in the
bank debt of PBJ, equivalent to some $24.1 million being repaid in full. The
cash inflow to the group arising from the sale amounted to some $56.4 million
which will be used to reduce group indebtedness, further augment working capital
and provide funding for the group's planned expansion programme.
The group is continuing discussions with its Indonesian bankers with a view to
reducing interest costs and to better aligning the repayment profile of its bank
loans to its projected future cash availability.
Outlook
The latest bunch census indicates that crop levels for the remaining months of
the year will be maintained at close to recent levels. The directors therefore
expect a record FFB crop for the year with every likelihood of still higher
crops going forward. With improved harvester availability, an expanded
transport fleet and more resilience in the group's infrastructure, crop
collection should further improve.
Whilst higher crops and better extraction rates should continue to enhance
operational performance, the benefit to revenue and profits is currently being
reduced by low CPO prices. The current CPO price weakness follows a significant
increase in CPO production during 2018 to date but there are now indications
that growth in palm oil consumption, supported by increases in mandated use of
CPO in the manufacture of bio-fuels, should have a positive effect on prices in
the coming months and 2019. Any increase in the price of CPO will directly flow
through to group revenue, profits and cash flow.
The resumption of mining operations at the group's main coal concession,
following on from the imminent sale of the existing coal stockpile, will have a
further positive impact on future results.
Following completion of the PBJ sale and with new bank facilities of some $32.5
million in place, the group is now funded to press ahead rapidly with
development of the new planting areas and necessary expansion of oil mills.
With the significant improvement in the group's financial position and with
recent successful operational initiatives helping to secure the recovery in the
group's operations, the prospects for the group going forward are markedly
better.
Approved by the board on 20 September 2018 and signed on its behalf by
DAVID J BLACKETT
Chairman
RISKS AND UNCERTAINTIES
The principal risks and uncertainties, as well as mitigating and other relevant
considerations, affecting the business activities of the group as at the date of
publication of the 2017 annual report (the "annual report") were set out on
pages 36 to 41 of that report, under the heading "Risks and uncertainties". A
copy of the report may be downloaded from the company's website at
www.rea.co.uk. Such risks and uncertainties in summary comprise:
Agricultural operations
Climatic factors Material variations from the norm
Cultivation risks Impact of pests and diseases
Other operational factors Logistical disruptions to the production cycle,
including transportation and input shortages or cost increases
Produce prices Consequences of lower realisations from sales of CPO and CPKO
Expansion Delays in securing land or funding for the extension planting
programme
Environmental, social and
government practices Failure to meet expected standards
Community relations Disruptions arising from issues with local stakeholders
Stone and coal operations
Operational factors Failure by external contractors to achieve agreed targets
Prices Consequences of stone or coal price weakness
Environmental, social and
government practices Failure to meet expected standards
General
Currency risk Adverse exchange movements between sterling or the rupiah and the
dollar
Funding Meeting liabilities as they fall due in periods of weaker produce prices
Counterparty risk Default by suppliers, customers or financial institutions
Regulatory and country exposure Failure to meet or comply with expected
standards or applicable regulations; adverse political or legislative changes in
Indonesia
Systems access and controls Weakness in IT controls and financial reporting
system
An independent review of the group's IT access and control systems and
procedures was completed in July 2018. The review made certain recommendations
that are currently being implemented to ensure compliance with best practice and
with the group's policies on internal control.
The directors continue to monitor and assess the impact of the UK's prospective
termination of membership of the European Union on the group's operations. So
far, the effect has been limited to a positive impact from a decline in sterling
against the dollar. The directors do not at present foresee that the
prospective termination poses any significant risk to the group's operations.
At the date of the annual report, the directors considered the risks in relation
to climatic and other operational factors, produce prices and funding to be of
particular significance. In the case of climatic and other operational factors
and produce prices, the directors' assessment reflected the negative impact on
revenues that could be caused by adverse climatic conditions or operational
circumstances and, in the case of funding, the considerations referred to in the
"Viability statement" in the "Directors report" on page 43 of the annual report.
Improving operational performance, recent initiatives to improve the group's
funding position and the sale of PBJ, all as described in the Interim management
report above, have reduced the significance of funding risk. Subject to that,
the directors consider that the principal risks and uncertainties for the second
six months of 2018 continue to be those set out in the annual report as
summarised above.
GOING CONCERN
In the statements regarding viability and going concern on pages 43 and 44 of
the 2017 annual report published in April 2018, the directors set out
consideration with respect to the group's capital structure and their assessment
of liquidity and financing adequacy.
Since that time, and as noted under "Financing" in the Interim management report
above, the group's financial position has been materially strengthened by
completion of the sale of its 95 per cent subsidiary PT Putra Bongan Jaya
("PBJ") to the Kuala Lumpur Kepong Berhad group. The sale resulted in a cash
inflow to the group of $56.4 million and the repayment of PBJ's external
borrowings equivalent to some $24.1 million.
Revolving credit facilities that fell due for renewal in July 2018 were duly
renewed and, on 28 August 2018, the group drew down a new rupiah term bank loan
equivalent to $32.5 million. This effectively replaced previous term loan and
revolving credit facilities equivalent to $10.2 million. The group is
continuing discussions with its bankers on replacing the remaining revolving
credit facilities (which are equivalent to $14.9 million and fall due for
renewal in July 2019) and other shorter term bank debt with new bank facilities
better aligned to the projected profile of the group's future cash flows.
With the continuing improvement in production, the group's plantation operations
can be expected to generate increasing cash flows going forward. These should be
augmented by positive cash from the group's main coal concession which is
expected to recommence production shortly. The group is confident that this
improving operational outlook and the cash resources now available to the group
will permit the bank discussion to be successfully concluded and will ensure
that the group is able to repay or refinance impending debt repayments of which
the most material are represented by the remaining revolving credit facilities
(which are equivalent to some $14.9 million and fall due for renewal in July
2019) and the £31.9 million nominal (equivalent to some $42.0 million) of 8.75
per cent sterling notes that fall due for repayment on 31 August 2020.
Accordingly, the directors have a reasonable expectation that the company and
the group have adequate resources to continue in operational existence for the
foreseeable future and they continue to adopt the going concern basis of
accounting in preparing the accompanying financial statements.
DIRECTORS' RESPONSIBILITIES
The directors are responsible for the preparation of this half yearly financial
report.
The directors confirm that:
* the accompanying condensed set of financial statements has been prepared in
accordance with IAS 34 "Interim Financial Reporting"
* the "Interim management report" and "Risks and uncertainties" sections of
this half yearly report include a fair review of the information required by
rule 4.2.7R of the Disclosure and Transparency Rules of the Financial Conduct
Authority, being an indication of important events that have occurred during the
first six months of the financial year and their impact on the condensed set of
financial statements, and a description of the principal risks and uncertainties
for the remaining six months of the year; and
* note 15 in the notes to the consolidated financial statements includes a fair
review of the information required by rule 4.2.8R of the Disclosure and
Transparency Rules of the Financial Conduct Authority, being related party
transactions that have taken place in the first six months of the current
financial year and that have materially affected the financial position or
performance of the group during that period, and any changes in the related
party transactions described in the 2017 annual report that could do so.
The current directors of the company are as listed on page 42 of the company's
2017 annual report.
Approved by the board on 20 September 2018
DAVID J BLACKETT
Chairman
CONSOLIDATED INCOME STATEMENT FOR THE SIX MONTHS ENDED 30 JUNE 2018
6 months to 6 months to Year to
30 June 30 June 31 December
2018 2017 2017
Note $'000 $'000 $'000
Revenue 2 48,170 46,275 100,241
Net gain/(loss) arising from changes in
fair value of agricultural produce
4 1,557 (1,830) (1,069)
Cost of sales:
Depreciation and amortisation (11,281) (10,837) (22,215)
Other costs (31,522) (28,280) (64,062)
_______ _______ _______
Gross profit 6,924 5,328 12,895
Distribution costs (502) (563) (1,378)
Administrative expenses 5 (6,756) (7,254) (13,681)
_______ _______ _______
Operating loss (334) (2,489) (2,164)
Investment revenues 135 263 1,072
Finance costs 6 1,535 (13,482) (20,770)
_______ _______ _______
Profit/(loss) before tax 1,336 (15,708) (21,862)
Tax 7 (1,971) 1,259 (3,039)
_______ _______ _______
Loss for the period (635) (14,449) (24,901)
_______ _______ _______
Attributable to:
Ordinary shareholders (4,514) (14,144) (27,408)
Preference shareholders 4,260 3,720 7,777
Non-controlling interests (381) (4,025) (5,270)
_______ _______ _______
(635) (14,449) (24,901)
_______ _______ _______
(34.6)
Loss per 25p ordinary share (US cents) 8 (11.1) (67.0)
All operations in all periods are
continuing
CONSOLIDATED BALANCE SHEET AS AT 30 JUNE 2018
30 June 30 June 31 December
2018 2017 2017
Note $'000 $'000 $'000
Non-current assets
Goodwill 12,578 12,578 12,578
Intangible assets 3,063 3,956 3,477
Property, plant and equipment 414,017 472,469 482,341
Land titles 32,848 34,761 35,178
Stone and coal interests 41,342 38,232 37,877
Deferred tax assets 11,116 12,702 9,867
Non-current receivables 4,354 2,142 4,996
_______ _______ _______
Total non-current assets 519,318 576,840 586,314
_______ _______ _______
Current assets
Inventories 19,421 10,379 11,497
Biological assets 3,226 1,832 1,927
Investments - 4,930 2,730
Trade and other receivables 36,000 43,611 39,280
Assets available for sale 11 56,423 - -
Cash and cash equivalents 2,269 2,974 5,543
_______ _______ _______
Total current assets 117,339 63,726 60,977
_______ _______ _______
Total assets 636,657 640,566 647,291
_______ _______ __ __
Current liabilities
Trade and other payables (89,769) (19,267) (62,212)
Current tax liabilities (13) (8) (11)
Bank loans (27,996) (29,398) (28,140)
Sterling notes - (10,803) -
Other loans and payables (10,239) (5,400) (10,469)
_______ _______ _______
Total current liabilities (128,017) (64,876) (100,832)
_______ _______ _______
Non-current liabilities
Bank loans (64,145) (99,844) (96,991)
Sterling notes (40,823) (39,877) (41,364)
US dollar notes (23,686) (23,614) (23,649)
Deferred tax liabilities (81,017) (79,124) (79,600)
Other loans and payables (29,681) (36,553) (28,120)
_______ _______ _______
Total non-current liabilities (239,352) (279,012) (269,724)
_______ _______ _______
Total liabilities (367,369) (343,888) (370,556)
_______ _______ _______
Net assets 269,288 296,678 276,735
_______ _______ _______
Equity
Share capital 132,528 121,426 132,528
Share premium account 42,401 42,585 42,401
Translation reserve (56,003) (33,473) (50,897)
Retained earnings 133,717 147,338 135,074
_______ _______ _______
252,643 277,876 259,106
Non-controlling interests 16,645 18,802 17,629
_______ _______ _______
Total equity 269,288 296,678 276,735
_______
_______ _______
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE SIX MONTHS ENDED 30 JUNE 2018
6 months to 6 months to Year to
30 June 30 June 31 December
2018 2017 2017
$'000 $'000 $'000
Loss for the period (635) (14,449) (24,901)
_______ _______ _______
Other comprehensive income
Items that may be reclassified to profit or
loss:
Actuarial losses (219) - (205)
Deferred tax on actuarial losses 55 - 41
_______ _______ _______
(164) - (164)
Items that will not be reclassified to
profit or loss:
Exchange differences on translation of
foreign operations
1,933 5,575 (11,419)
Exchange differences on deferred tax (4,321) (278) (279)
_______ _______ _______
(2,388) 5,297 (11,862)
_______ _______ _______
Total comprehensive income for the period (3,187) (9,152) (36,763)
_______ _______ _______
Attributable to:
Ordinary shareholders (7,066) (8,847) (39,270)
Preference shareholders 4,260 3,720 7,777
Non-controlling interests (381) (4,025) (5,270)
_______ _______ _______
(3,187) (9,152) (36,763)
_______ _______ _______
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE SIX MONTHS ENDED 30 JUNE 2018
Non-
Share Share Translation Retained Sub controlling Total
capital premium reserve earnings total interests Equity
$'000 $'000 $'000 $'000 $'000 $'000 $'000
At 1 January 121,426 42,585 (39,127) 161,839 286,723 22,827 309,550
2017
Total
comprehensive - - 5,654 (10,781) (5,127) (4,025) (9,152)
income
Dividends to
preference
shareholders - - - (3,720) (3,720) - (3,720)
_____ _____ _____ _____ _____ _____ _____
At 30 June 121,426 42,585 (33,473) 147,338 277,876 18,802 296,678
2017
Total
comprehensive - - (17,424) (9,014) (26,438) (1,173) (27,611)
income
Sale of
shareholding
in sub-group - - - 807 807 - 807
Issue of new
preference
shares (cash) 11,102 (184) - - 10,918 - 10,918
Dividends to
preference
shareholders - - - (4,057) (4,057) - (4,057)
_____ _____ _____ _____ _____ _____ _____
At 31 132,528 42,401 (50,897) 135,074 259,106 17,629 276,735
December 2017
Total
comprehensive - - (5,106) 2,903 (2,203) (984) (3,187)
income
Dividends to
preference
shareholders - - - (4,260) (4,260) - (4,260)
_____ _____ _____ _____ _____ _____ _____
At 30 June 132,548 42,401 (56,003) 133,717 252,643 16,645 269,288
2018
_____ _____ _____ _____ _____ _____ _____
CONSOLIDATED CASH FLOW STATEMENT FOR THE SIX MONTHS
ENDED 30 JUNE 2018
6 months to 6 months to Year to
30 June 30 June 31 December
2018 2017 2017
Note $'000 $'000 $'000
Net cash from/(used in) operating
activities
13 2,381 (13,253) 19,670
_______ _______ _______
Investing activities
Interest received 135 263 29
Purchases of property, plant and (13,959) (11,871) (31,960)
equipment
Purchases of intangible assets - - (112)
Expenditure on land titles - (701) (949)
Investment in stone and coal interests (3,595) (1,024) (669)
_______ _______ _______
Net cash used in investing activities (17,419) (13,333) (33,661)
_______ _______ _______
Financing activities
Preference dividends paid (4,260) (3,720) (7,777)
Repayment of bank borrowings (7,933) (1,544) (6,754)
Repayment of borrowings from related - - (7,400)
party
Proceeds of issue of preference shares,
less costs of issue
- - 10,918
Redemption of 2017 dollar notes - (20,048) (20,156)
Redemption of 2015/2017 sterling notes - - (11,154)
Proceeds of sale of investments 2,730 4,925 7,078
New borrowings from non-controlling
shareholder and related party
8,227 22,000 23,986
Deposit received relating to sale of
subsidiary
8,000 - -
New bank borrowings drawn 4,973 3,222 6,356
_______ _______ _______
Net cash from financing activities 11,737 4,835 (4,903)
_______ _______ _______
Cash and cash equivalents
Net decrease in cash and cash (3,301) (21,751) (18,894)
equivalents
Cash and cash equivalents at beginning
of period
5,543 24,593 24,593
Effect of exchange rate changes 27 132 (156)
_______ _______ _______
Cash and cash equivalents at end of 2,269 2,974 5,543
period
_______ _______ _______
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of accounting
The condensed consolidated financial statements for the six months ended 30
June 2018 comprise the unaudited financial statements for the six months ended
30 June 2018 and 30 June 2017, neither of which has been reviewed by the
company's auditor, together with audited financial statements for the year ended
31 December 2017.
The information shown for the year ended 31 December 2017 does not constitute
statutory accounts within the meaning of section 435 of the Companies Act 2006,
and is an abridged version of the group's published financial statements for
that year which have been filed with the Registrar of Companies. The auditor's
report on those statements was unqualified and did not contain any statements
under section 498(2) or (3) of the Companies Act 2006.
The condensed consolidated financial statements for the six months ended 30 June
2018 have been prepared in accordance with IAS 34, "Interim Financial Reporting"
as adopted by the European Union, and should be read in conjunction with the
annual financial statements for the year ended 31 December 2017 which were
prepared in accordance with International Financial Reporting Standards ("IFRS")
as adopted by the European Union.
The accounting policies and methods of computation adopted in the preparation of
the condensed consolidated financial statements for the six months ended 30 June
2018 are the same as those set out in the group's annual report for 2017.
For the reasons given under "Going concern" above, the financial statements have
been prepared on the going concern basis.
The condensed consolidated financial statements for the six months ended 30 June
2018 were approved by the board of directors on 20 September 2018.
2. Revenue
6 months to 6 months to Year to
30 June 30 June 31 December
2018 2017 2017
$'000 $'000 $'000
Sales of goods 47,516 45,708 99,956
Revenue from services 654 567 285
_______ _______ _______
48,170 46,275 100,241
Investment revenue 135 263 1,072
_______ _______ _______
Total revenue 48,305 46,538 101,313
_______ _______ _______
3. Segment information
The group continues to operate in two segments, being the cultivation of oil
palms and the stone and coal operations. In the period ended 30 June 2018, the
relevant measures for the stone and coal operations continued to fall below the
quantitative thresholds set out in IFRS 8. Accordingly, no segment information
is included in these financial statements.
4. Agricultural produce movement
The net gain/(loss) arising from changes in fair value of agricultural produce
represents the movement in the fair value of that inventory less the amount of
the movement in such inventory at historic cost (which is included in cost of
sales), together with movements in the value of current biological assets, which
represents growing produce on oil palm trees.
5. Administrative expenses
6 months to 6 months to Year to
30 June 30 June 31 December
2018 2017 2017
$'000 $'000 $'000
Loss on disposal of property, plant and 207 - -
equipment
Indonesian operations 5,923 6,184 14,685
Head office 3,326 3,520 5,665
_______ _______ _______
9,456 9,704 20,350
Amounts included as additions to fixed (2,700) (2,450) (6,669)
assets
_______ _______ _______
6,756 7,254 13,681
_______ _______ _______
6. Finance costs
6 months to 6 months to Year to
30 June 30 June 31 December
2018 2017 2017
$'000 $'000 $'000
Interest on bank loans and overdrafts 7,107 7,505 15,665
Interest on US dollar notes 901 1,639 2,669
Interest on sterling notes 1,832 2,324 5,184
Interest on other loans 1,317 760 1,896
Change in value of sterling notes arising
from exchange fluctuations
740 3,069 4,800
Change in value of bank loans and overdrafts
arising from exchange fluctuations
(11,142) 1,110 (1,190)
Other finance charges 694 468 817
_______ _______ _______
1,449 16,875 29,841
Amount included as additions to property,
plant and equipment
(2,984) (3,393) (9,071)
_______ _______ _______
(1,535) 13,482 20,770
_______ _______ _______
7. Tax
6 months to 6 months to Year to
30 June 30 June 31 December
2018 2017 2017
$'000 $'000 $'000
Current tax:
UK corporation tax - 136 28
Overseas withholding tax 638 494 1,538
Foreign tax 7 16 27
_______ _______ _______
Total current tax 645 646 1,593
_______ _______ _______
Deferred tax:
Current year 449 (2,830) (794)
Prior year 877 925 2,240
_______ _______ _______
Total deferred tax 1,326 (1,905) 1,446
_______ _______ _______
Total tax 1,971 (1,259) 3,039
_______ _______ _______
The tax charge for the period of $2.0 million (30 June 2017: credit of $1.3
million) is based on the reported results of the operations in each
jurisdiction, using relevant rates of tax, adjusted for items which include
non-taxable income/expense, prior year reduction in the carrying value of
Indonesian tax losses and Indonesian withholding taxes not utilisable in the UK.
If the income mix in the second half of 2018 differs materially from that of the
first half, it may result in a disproportionate movement in the effective rate
of taxation for the full year.
8. Loss per share
6 months to 6 months to Year to
30 June 30 June 31 December
2018 2017 2017
$'000 $'000 $'000
Loss for the purpose of calculating loss per (4,514) (14,144) (27,408)
share*
_______ _______ _______
* being net loss attributable to ordinary
shareholders
'000 '000 '000
Weighted average number of ordinary shares
for the purpose of loss per share 40,510
40,510 40,510
_______ _______ _______
9. Dividends
6 months to 6 months to Year to
30 June 30 June 31 December
2018 2017 2017
$'000 $'000 $'000
Amounts recognised as distributions to
equity holders:
Preference dividends of 9p per share per
annum (2017: 9p per share)
4,260 3,720 7,777
_______ _______ _______
4,260 3,720 7,777
_______ _______ _______
10. Capital commitments
Capital commitments contracted, but not provided for by the group as at 30
June 2018, amounted to $4.5 million (31 December 2017: $8.2 million, 30 June
2017: $2.4 million).
11. Assets available for sale
30 June
2018
$'000
Non-current assets
Property, plant and equipment 71,097
Land titles 2,441
Deferred tax assets 532
Non-current receivables 1,254
Current assets
Inventories 691
Trade and other receivables 6,540
Cash and cash equivalents 2,753
Current liabilities
Trade and other payables (3,788)
Bank loans (25,097)
_______
Reclassified as available for sale 56,423
_______
12. Fair values of financial instruments
The table below provides an analysis of the book values and fair values of
financial instruments, excluding receivables and trade payables and Indonesian
stone and coal interests, as at the balance sheet date. Investments, cash and
deposits, dollar notes and sterling notes are classified as level 1 in the fair
value hierarchy prescribed by IFRS 7 "Financial instruments: disclosures".
(Level 1 includes instruments where inputs to the fair value measurements are
quoted prices in active markets). All other financial instruments are classified
as level 3 in the fair value hierarchy. (Level 3 includes instruments which have
no observable market data to provide inputs to the fair value measurements.) No
reclassifications between levels in the fair value hierarchy were made during
2018 (2017: none).
30 June 2018 30 June 2017 31 December 2017
Book value Fair value Book Fair Book Fair
value value value value
$'000 $'000 $'000 $'000 $'000 $'000
Cash and deposits* 2,269 2,269 2,974 2,974 5,545 5,545
Investments** - - - - 2,730 2,730
Bank debt-within (833) (833) (150) (150) (295) (295)
one year**
Bank debt-within (27,163) (27,163) (29,248) (29,248) (27,845) (27,845)
one year*
Bank debt-after
more than one (16,176) (16,176) (18,395) (18,395) (17,936) (17,936)
year**
Bank debt-after
more than one
year* (47,969) (47,969) (81,449) (81,449) (79,055) (79,055)
Loan from related
party-within one (8,227) (8,227) (5,400) (5,400) - -
year*
Loans from
non-controlling
shareholder-after
more than one (29,681) (29,681) (29,516) (29,516) (29,864) (29,864)
year*
US dollar
notes-repayable (23,686) (23,254) (23,614) (23,915) (23,649) (23,074)
2022**
Sterling
notes-repayable - - (10,803) (10,651) - -
2015/2017**
Sterling
notes-repayable (40,823) (42,948) (39,877) (41,479) (41,364) (42,857)
2020**
______ ______ ______ ______ ______ ______
Net debt and
related (192,289) (193,982) (235,478) (237,229) (211,733) (212,651)
engagements
______ ______ ______ ______ ______ ______
* bearing interest at floating rates
** bearing interest at fixed rates
The fair values of cash and deposits and bank debt approximate their carrying
values since these carry interest at current market rates. The fair value of
investments approximates their carrying value. The fair values of the dollar
notes and sterling notes are based on the latest prices at which those notes
were traded prior to the balance sheet dates.
A one per cent increase in interest applied to those financial instruments shown
in the table above which carry interest at floating rates would have resulted
over a period of six months in a pre-tax profit (and equity) decrease of
approximately $0.6 million (year to 31 December 2017: pre-tax profit (and
equity) decrease of $1.3 million; six months to 30 June 2017: $0.7 million).
13. Reconciliation of operating profit to operating cash flows
6 months to 6 months to Year to
30 June 30 June 31 December
2018 2017 2017
$'000 $'000 $'000
Operating loss (334) (2,489) (2,164)
Amortisation of intangible assets - 201 811
Depreciation of property, plant and 11,281 10,467 21,419
equipment
(Increase)/decrease in fair value of
agricultural produce
(258) 1,830 1,137
(Increase)/decrease in value of growing (1,299) - 110
produce
Amortisation of land titles - 169 -
Amortisation of sterling and US dollar note
issue expenses
237 547 648
Loss on disposal of property, plant and (207) - -
equipment
_______ _______ _______
Operating cash flows before movements in
working capital
9,420 10,725 21,961
(Increase)/decrease in inventories
(excluding fair value movements)
(8,357) 3,558 3,133
(Increase)/decrease in receivables (17,132) (10,461) 649
Increase/(decrease) in payables 26,304 (6,227) 20,174
Exchange translation differences (670) 1,606 (101)
_______ _______ _______
Cash generated/(utilised) by operations 9,565 (799) 45,816
Taxes paid (34) (34) (6,627)
Tax refunds received - - 5,398
Interest paid (7,150) (12,420) (24,917)
_______ _______ _______
Net cash from/(to) operating activities 2,381 (13,253) 19,670
_______
_______ _______
14. Movements in net borrowings
6 months to 6 months to Year to
30 June 30 June 31 December
2018 2017 2017
$'000 $'000 $'000
Change in net borrowings resulting from cash
flows:
Decrease in cash and cash equivalents (3,274) (21,619) (19,050)
Net decrease/(increase) in borrowings 2,960 (1,678) 398
Interest in non-controlling shareholder and
related party borrowings
(8,227) (22,966) (16,586)
_______ _______ _______
(8,541) (46,263) (35,238)
Redemption of 2015/2017 sterling notes - - 11,154
Redemption of 2017 US dollar notes - - 20,156
Amortisation of sterling notes expenses (200) (471) (537)
Amortisation of US dollar notes expenses (37) (76) (111)
Redemption of US dollar notes - 20,048 -
Transferred to assets available for sale 22,344 - -
_______ _______ _______
13,566 (26,762) (4,576)
Currency translation differences 8,610 (3,607) (4,780)
Net borrowings at beginning of period (214,465) (205,109) (205,109)
_______ _______ _______
Net borrowings at end of period (192,289) (235,478) (214,465)
_______ _______ _______
15. Related parties
Transactions between the company and its subsidiaries, which are related
parties, have been eliminated on consolidation and are not disclosed in this
note.
During the period the company has drawn a short term unsecured dollar loan from
R.E.A. Trading Limited, a company controlled by Mr R M Robinow and his family,
on normal commercial terms as to interest. At 30 June 2018, the loan amounted
to $8.2 million. Other than this loan during the first six months of 2018 there
have been no other new material related party transactions and only those
related transactions which were disclosed in the company's 2017 annual report
have continued.
16. Events after the reporting period
On 25 April 2018, the group reached an agreement for the sale by its
subsidiary, REAK of REAK's 95 per cent interest in PBJ to the Kuala Lumpur
Kepong Berhad ("KLK") group, subject to certain conditions. Such conditions
having been met, the sale was completed on 31 August 2018.
The consideration for the sale of REAK's interest in PBJ was settled on 31
August 2018 on an estimated basis but remains subject to adjustment following
agreement or determination of certain figures as at the date of completion. The
bank debt owed by PBJ and the net debt owed by PBJ to the group were refinanced
by the KLK group at completion and have been repaid in full.
Pursuant to the terms of the sale, the agreed consideration was subject to
reduction if the additional area of oil palms planted at PBJ during 2018 ahead
of completion fell short of 520 hectares. Such additional area remains subject
to final survey but the group estimates that it is in excess of 520 hectares.
Including these 2018 plantings, the planted area of PBJ at completion was just
short of 7,500 hectares (of which some 800 hectares were mature).
The group recently arranged and, on 28 August 2018, drew down two new medium
term rupiah loans equivalent in total to some $32.5 million. In anticipation of
this, on 8 August 2018 the group repaid rupiah term loan and revolving credit
facilities amounting to $10.2 million.
Otherwise there have been no material post balance sheet events that would
require disclosure in, or adjustment to, these financial statements.
17. Rates of exchange
30 June 2018 30 June 2017 31 December 2017
Closing Average Closing Average Closing Average
Indonesian rupiah to US dollar 14,404 13,813 13,319 13,344 13,548 13,400
US dollar to pound sterling 1.3203 1.37 1.2990 1.27 1.3435 1.29
Reference to "dollars" and "$" are to the lawful currency of the United States
of America. References to rupiah are to the lawful currency of Indonesia.
18. Cautionary statement
This document contains certain forward-looking statements relating to R.E.A.
Holdings plc ("the group"). The group considers any statements that are not
historical facts as "forward-looking statements". They relate to events and
trends that are subject to risk and uncertainty that may cause actual results
and the financial performance of the group to differ materially from those
contained in any forward-looking statement. These statements are made by the
directors in good faith based on information available to them and such
statements should be treated with caution due to the inherent uncertainties,
including both economic and business risk factors, underlying any such
forward-looking information.
19. Shareholder information
The company's half yearly report for the six months ended 30 June 2018 will
shortly be available for downloading from the company's web site at
1 www.rea.co.uk
Press enquiries to:
R.E.A. Holdings plc
Tel: 020 7436 7877
References to group companies in this report are defined below:
CDM PT Cipta Davia Mandiri
KKS PT Kartanegara Kumalasakti
KMS PT Kutai Mitra Sejahtera
PBJ PT Putra Bongan Jaya - now divested
PBJ2 PT Persada Bangun Jaya
REAK PT REA Kaltim Plantations
SYB PT Sasana Yudha Bhakti
PU PT Prasetia Utama
The terms "FFB", "CPO" and "CPKO" mean, respectively, "fresh fruit bunches",
"crude palm oil" and "crude palm kernel oil".
References to "dollars" and "$" are to the lawful currency of the United States
of America.
References to "rupiah" are to the lawful currency of Indonesia.
════════════════════════════════════════════════════════════════════════════════
ISIN: GB0002349065
Category Code: IR
TIDM: RE.
LEI Code: 213800YXL94R94RYG150
Sequence No.: 6049
EQS News ID: 725841
End of Announcement EQS News Service
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