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AGROKOR d.d.
SEPARATE FINANCIAL STATEMENTS FOR THE YEAR 2016, ANNUAL REPORT ON THE STATE
OF THE COMPANY AND THE INDEPENDENT
AUDITOR´S REPORT
Contents
Page
FINANCIAL STATEMENTS
Profit and loss account for the year 2016 9
Statement of total income for the year ended 31 December 2016 10
Statement of financial position as at 31 December 2016 11
Statement of changes in equity for the year 2016 12
Statement of cash flow for the year 2016 13
Pursuant to the Croatian Accounting Law in force, the Extraordinary Commissioner is responsible for
ensuring that financiai statements are prepared for each financial year in accordance with Accounting Law
(Officiai Gazette of the Republic of Croatia 78/15, 120/16), International Financiai Reporting Standards (IFRS)
as adopted by the European Union (EU) which give a true and fair view of the financiai position, operating
resu Its, changes in equity and cash flows of the Company for that period.
The Extraordinary Commissioner has a reasonable expectation that the Company has adequate resources to
continue in operational existence for the foreseeable future. For this reason, the Extraordinary
Commissioner continues to adopt the going concern basis in preparing the financiai statements.
In preparing those financiai statements, the responsibilities of the Extraordinary Commissioner include
ensuring that:
• applicable accounting standards are followed, subject to any material departures disclosed and explained
in the financiai statements; and
• the financiai statements are prepared on the going concern basis unless it is inappropriate to presume
that the Company will continue in business.
The Extraordinary Commissioner is responsible for keeping proper accounting records, which disclose with
reasonable accuracy at any time the financiai position, operating resu Its, changes in equity and cash flows of
the Company and must also ensure that the financiai statements comply with the Croatian Accounting Law
in force and International Financial Reporting Standards (IFRS). The Extraordinary Commissioner is also
responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
The accompanying financiai statements were approved for issuance by the Extraordinary Commissioner on
90ctober2017
Ante Ramljak
Extraordinary Commissioner
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2
Independent Auditor’s Report
To the Extraordinary Commissioner of Agrokor d.d.:
1. As described in Note 2.4.4 to the separate financial statements, the financial statements of previous
period have been restated for the effect of misstatements identified by Management. As further
indicated in Note 2.4.4, there are ongoing investigations by Management, its advisors and external
bodies in this regard, and consequently, pending the completion of these various investigations, we
are unable to satisfy ourselves that all prior errors have been identified and hence as to the
completeness, timing of recognition and accuracy of the amounts presented in Note 2.4.4.
2. As described in Note 15 to the separate financial statements, the Company entered into complex
repurchase agreements and transactions related to shares of its subsidiaries. There are currently
ongoing forensic investigations related to the beneficial direct and indirect ownership percentage
of the Company, which might influence ownership percentage and measurement of the investments
in subsidiaries recorded as at 31 December 2016 and prior periods. Consequently, we are unable to
satisfy ourselves as to the accuracy, existence and valuation of the investments in subsidiaries in the
separate statement of financial position.
PricewaterhouseCoopers d.o.o., Ulica kneza Ljudevita Posavskog 31, 10000 Zagreb, Croatia
T: +385 (1) 6328 888, F:+385 (1)6111 556, www.pwc.hr
Commercial Court in Zagreb, no. Tt-99/7257-2, Reg. No.: 080238978; Company ID No.: 81744835353; Founding capital: HRK 1,810,000.00, paid in full; Management Board: J. M. Gasparac, President; S.
Dusic, Member; T. Macasovic, Member; Giro-Account: Raiffeisenbank Austria d.d., Petrinjska 59, Zagreb, IBAN: HR8124840081105514875.
3. As described in Note 25 to the separate financial statements, the Company had to comply with
debt covenants related to its borrowings, the non compliance of which could result in certain
restrictions on the Company. Following the restatement of prior period financial statements,
Management has not yet completed the related legal analysis in order to assess the potential
impact on the classification of borrowings as at 31 December 2016 and prior periods. In the
absence of information to assess the compliance of the Company with debt covenant
restrictions, we are unable to satisfy ourselves as to the proper classification between current
and non-current borrowings in the financial periods presented. In addition, we were unable to
satisfy ourselves as to the accuracy and completeness of information about maturity of
financial liabilities that is required to be disclosed under IFRS 7, Financial Instruments:
Disclosures.
4. The Company has investments in subsidiaries of HRK 7,357,303 thousand. Management has
not carried out a complete review of all material investments to assess the recoverable amount,
and hence whether any further impairment loss should have been recognised. In the absence
of information to assess the recoverability of all the material investments in subsidiaries, we
were unable to satisfy ourselves as to the respective carrying amount and related impairment
disclosures by other audit procedures.
5. The financial statements do not fully comply with applicable disclosure requirements,
primarily in relation to effective tax reconciliation, fair value and related information for each
class of financial instruments, credit quality of each class of neither past due nor impaired,
past due but not impaired and impaired financial assets and disclosure of possible debt
covenant breaches, nature and purpose of reserves in equity, disclosure of gross cash flows
from borrowings and loan receivables and capital management. It was not practicable for us to
quantify the financial effects of these omissions.
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our
responsibilities under those standards are further described in the Auditor’s Responsibilities for the
Audit of the Separate Financial Statements section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our qualified opinion.
Independence
We are independent of the Company in accordance with the International Ethics Standards Board for
Accountants’ Code of Ethics for Professional Accountants (IESBA Code). We have fulfilled our other
ethical responsibilities in accordance with the IESBA Code.
Rationale for the We consider total assets to be the key metric for the Company,
materiality benchmark considering its activities as a holding company.
applied
Impairment of loans, trade and other We tested the detailed listings of loans, trade and
receivables other receivables substantively by examining a
sample of contracts, bank statements in respect to
Refer to note 18 (Short term investments) and subsequent payment receipts and invoices. As a
note 20 (Receivables). result, we determined that we could rely on these
Management performed an analysis of the reports for the purposes of our audit.
expected cash flows and collection of loans and Where we identified objective evidence of
receivables. As a result, part of the Company’s impairment, we examined the supporting
loans, trade and other receivables were documentation prepared by management to
determined to be impaired as at 31 December support the calculation of the impairment loss,
2016. challenged the assumptions and compared
estimates to external evidence, where available.
We focused on this area because Management
made subjective judgements over both the We considered the potential for impairment to be
timing of recognition of impairment based on impacted by events, which were not captured by
estimated future cash flows and the size of management’s estimation, and determined that no
such impairment. significant differences exist.
Based on the results of our procedures, other than
the restatement of prior period separate financial
statements for these assets as presented in Note 2,
we did not find any material exceptions.
Other information
Management is responsible for the other information. The other information comprises the Annual
Report of the Company, which includes the Management Report (but does not include the separate
financial statements and our independent auditor’s report thereon). The Management Report is
expected to be made available to us after the date of this independent auditor's report.
Our opinion on the separate financial statements does not cover the other information, including the
Management Report.
In connection with our audit of the separate financial statements, our responsibility is to read the other
information identified above when it becomes available and, in doing so, consider whether the other
information is materially inconsistent with the separate financial statements or our knowledge
obtained in the audit, or otherwise appears to be materially misstated.
With respect to the Management Report, we will also perform procedures required by the Accounting
Act in Croatia, when they become available to us. Those procedures include considering whether the
Management Report includes the disclosures required by Article 21 of the Accounting Act.
Restated
2016 2015
Note 000 HRK 000 HRK
Revenue 3 398,298 620,666
Other income 4 1,105 1,368
399,403 622,034
rdinary Commissioner
9
Statement of other comprehensive income for Agrokor d.d.
For the year ended 31 December 2016
2016 2015
Note 000 HRK 000 HRK
Total comprehensive income/ (1055) for the year, net (10,847,681) (1,271,132)
Ante Ramljak
10
as at 31 December 2016
Restated Restated
31 December 31 December 31 December
2016 2015 2014
ASSETS Note 000 HRK 000 HRK 000 HRK
Non-current assets
Intangible assets 13 157 1,122 2,561
Property, plant and equipment 14 142,375 181,779 206,988
Investments in subsidiaries 15 7,357,303 10,114,100 5,990,514
Investments in associates 16 275,680 198,186 55,863
Financial assets 17 1,281,844 2,626,390 4,254,901
9,057,359 13,121,577 10,510,827
Current assets
Inventories 660 681 723
Loans and deposits 18 2,874,728 6,552,055 6,942,733
Trade and other receivables 20 231,966 1,746,436 1,172,267
Receivables based on bills of exchange
and recourse rights 19 3,222,752 3,960,237 4,158,415
Other current assets 21 25,105 60,991 46,548
Cash and cash equivalents 22 921 30,222 3,363
6,356,133 12,350,621 12,324,049
LIABILITIES
Equity and reserves 23
Share capital 180,123 180,123 180,123
Capital reserves 2,154,747 2,154,747 2,154,747
Reserves from profit 9,007 9,007 9,007
Revaluation reserves (25,626) (13,187) (49,118)
Accumulated loss (15,815,516) (4,750,742) (3,286,865)
(13,497,265) (2,420,052) (992,106)
Long-term liabilities
Provisions 25 514 621 670
Loans and borrowings 26 18,977,749 16,356,254 14,864,066
Deferred tax liability 619 619 -
18,978,883 16,357,494 14,864,736
Short-term liabilities
Trade payables 27 97,682 153,054 145,250
Current portion of long-term loans 984,456 4,080,554 191,537
Short-term loans and borrowings 26 5,318,893 3,902,148 5,005,098
Liabilies for bills of exchange 3,064,071 3,083,166 3,349,816
Other short-term liabilities 28 466,772 315,834 270,545
9,931,874 11,534,756 8,962,246
11
Statement of changes in equity of Agrokor d.d. for the year ended 31 December 2016
Retained
Cash flow earnings/
Share Capital Treasury Other Reserves Revaluation hedge AFS accumulated
capital reserves shares reserves from profit reserves reserves reserves loss Total
000 HRK 000 HRK 000 HRK 000 HRK 000 HRK 000 HRK 000 HRK 000 HRK 000 HRK 000 HRK
As at 01 January 2015 180,123 2,154,747 - 1,289,073 9,007 78,064 (26,516) (22,602) 292,788 3,954,684
Restatement (Note 2.4) - - - (1,289,073) - (78,064) - - (3,579,653) (4,946,790)
As at 01 January 2015 (restated) 180,123 2,154,747 - - 9,007 - (26,516) (22,602) (3,286,865) (992,106)
Loss for the year - - - - - - - - (1,307,063) (1,307,063)
Other comprehensive income - - - - - - 26,516 9,415 - 35,931
Total comprehensive income - - - - - - 26,516 9,415 - 35,931
Merger - - - - - - - - (39,285) (39,285)
Dividend payment - - - - - - - - (112,903) (112,903)
Other - - - - - - - - (4,626) (4,626)
As at 31 December 2015
(restated) 180,123 2,154,747 - - 9,007 - - (13,187) (4,750,742) (2,420,052)*
Loss for the year - - - - - - - - (10,835,242) (10,835,242)
Other comprehensive income - - - - - - - (12,439) - (12,439)
Total comprehensive income - - - - - - - (12,439) (10,835,242) (10,847,681)
Treasury shares (Note 23) - - (229,532) - - - - - - (229,532)
As at 31 December 2016 180,123 2,154,747 (229,532) - 9,007 - - (25,626) (15,585,984) (13,497,265)
*Restatement impact totalled HRK 6,056,262 thousand at 31 December 2015
12
Cash flow statement of Agrokor d.d.
for the year ended 31 December 2016
Restated
2016 2015
000 HRK 000 HRK
CASH FLOW FROM OPERATING ACTIIVITIES
Result before taxation (10,835,242) (1,307,063)
Impairment of investments in subsidiaries (Note 8) 2,634,651 1,021,786
Impairment of intercompany receivables (Note 8) 2,376,366 -
Impairment of trade receivables, loans and deposits (Note 8) 2,877,191 35,511
Interest income (Note 10) (407,045) (570,462)
Interest expense (Note 11) 2,747,505 1,595,802
Other non-cash items – previously unrecognized costs 1,077,680 -
Dividend income (375,477) -
Net foreign exchange differences (94,776) 161,101
Profit on sale of share in subsidiaries (36,051) -
Depreciation and amortization 6,508 8,630
Company´s share in profit/loss of affiliated companies (Note 16) (7,975) 3,799
Loss from sale of tangible assets - 7,988
Change in provisions (107) -
Cash flow before adjustments for working capital changes (36,772) 957,092
Decrease in inventories 20 42
Increase/(decrease) of trade payables 104,628 (151,649)
(Increase) in other short-term assets - (14,443)
Increase/(decrease) in other short-term liabilities 231,206 (93,697)
CASH FLOW FROM OPERATING ACTIVITIES 299,082 697,345
Income tax paid - -
Interest paid (1,370,402) (1,456,862)
NET CASH FLOW FROM OPERATING ACTIVITIES (1,071,320) (759,517)
CASH FLOW FROM INVESTING ACTIVITIES
Acquisition of share in subsidiaries (1,803) (558,766)
Proceeds from sale of share in subsidiaries - 35,962
Payments for acquisition of intangible assets (7,997) (20)
Proceeds from sale of tangible assets 41,858 10,050
Payments for acquisition of shares and increase in share capital in
associates (45,010) (15,000)
Proceeds from sale of share in associates - 19,242
Net cash outflow for given loans and deposits (1,733,748) (3,748,353)
Payments for acquisition of AFS financial instruments (94,320) (532)
Interest received 32,891 39,647
Dividends received 20,000 436,629
NET CASH FLOW FROM INVESTING ACTIVITIES (1,788,129) (3,781,141)
CASH FLOW FROM FINANCIAL ACTIVITIES
Net cash inflow from short-term loans and borrowings 2,807,260 (384,477)
Cash inflow from long-term loans and borrowings 2,956,636 5,064,896
Repayment of long-term loans and borrowings (2,704,216) -
Dividends paid - (112,903)
Acquisition of treasury shares (229,532) -
NET CASH FLOW FROM FINANCIAL ACTIVITIES 2,830,148 4,567,516
13
Agrokor d.d.
Notes to financial statements for the year ended 31 December 2016
1. Corporate information
Agrokor d.d. (“the Company”) is a joint stock company which is incorporated in the Republic of Croatia.
The Company’s parent is Adria Group Holding B.V. Netherlands with a share of 95.52%; ultimate parent of
the Company is Agrokor projekti d.o.o. Zagreb, Croatia, while the ultimate controlling party at 31 December
2016 was Mr. Ivica Todorić. As of 10 April 2017 the ultimate controlling party of Agrokor d.d. is defined as
described in the Law for the Extraordinary Administration for Companies with Systemic Importance for the
Republic of Croatia ("the Law").
The Company’s registered main office is located at Trg Dražena Petrovića 3, Zagreb.
In 2016 the Company had on average 188 employees, while in 2015 it had on average 224 employees.
Principal activities
The Company operates as the holding company for Agrokor Group (“the Group”). The principal activities of
the Company and its subsidiaries (the Group) are consumer retail, manufacturing and distribution of food
products.
Supervisory Board
Management Board
Extraordinary Commissioner
Ante Ramljak, Extraordinary Commissioner since 10 April 2017, acting as Management and Supervisory
Board according to the Law for the Extraordinary Administration for Companies with Systemic Importance
for the Republic of Croatia (NN 32/17) (“the Law”).
14
Agrokor d.d.
Notes to financial statements for the year ended 31 December 2016
The Company has also prepared consolidated financial statements in accordance with IFRS as adopted by
EU. Consolidated financial statements were approved by the Extraordinary Commissioner on 9 October
2017. Users of these separate financial statements should read them together with the consolidated
financial statements of the Group for the year ended on 31 December 2016 in order to gain complete
information on the financial position, business results and changes in the financial position of the Group as a
whole.
At 31 December 2016 the Company’s current liabilities exceed current assets by HRK 3,575,736 thousand,
negative equity amounts to HRK 13,497,265 thousand and the Company incurred net loss of HRK 10,847,681
thousand for the year ended 31 December 2016. These facts along with the matters decribed below and
thosethe in Note 34 Events after the balance sheet date confirm the existence of significant uncertainty that
may cast a significant doubt on the Company’s ability to continue operating on the going concern basis and
that the Company it may be unable to realize all of its assets and discharge it’s liabilities in the normal course
of business.
Pursuant to the Law for the Extraordinary Administration for Companies with Systemic Importance for the
Republic of Croatia ("the Law"), on 7 April 2017, the Management Board of Agrokor d.d., Zagreb ("Agrokor")
has submitted a proposal to initiate the procedure for extraordinary administration at the Zagreb
Commercial Court.
The purpose of this Law is to protect the sustainability of business operations of companies with a systemic
importance for the Republic of Croatia while conducting business, financial and ownership restructuring with
the aim of preventing negative consequences on the overall economic, social and financial stability in the
Republic of Croatia that may arise from a sudden discontinuity in the operations of such companies.
The Commercial Court in Zagreb on 10 April 2017 (supplemented on 21 April 2017) issued a Decision to
initiate the procedure for extraordinary administration (St-1138/17) over Agrokor and some of its affiliated
or subsidiary companies. On the basis of this Decision, on 10 April 2017, the extraordinary commissioner
took over the management of Agrokor d.d. and control over the Agrokor companies included in the
extraordinary administration.
As defined in Article 7 of the Law, during the procedure of extraordinary administration it is not allowed to
institute proceedings for the liquidation of the debtor. Also, as defined in Article 41 of the Law during the
extraordinary administration procedure it is not permitted to institute litigation, enforcement,
administrative and insurance proceedings as well as non-judicial proceedings against Agrokor and its
subsidiaries and affiliates included in the extraordinary administration.
Within 12 months of the opening of the extraordinary administration procedure, with the possibility of
extension for 3 months, the extraordinary commissioner may,with the consent of the creditor council,
propose the settlement of liabilities. The Settlement process is defined by the Law while the outcome of the
settlement can not reasonably be estimated to the date of this report.
15
Agrokor d.d.
Notes to financial statements for the year ended 31 December 2016
According to our best knowledge, such circumstances have not materialized so far and according to the
information available by the date of this report, the Extraordinary Commisionner expects a successful
conclusion of the Settlement. Accordingly, the financial statements are prepared and presented on a going
concern basis.
16
Agrokor d.d.
Notes to financial statements for the year ended 31 December 2016
Financial assets and financial liabilities are measured initially at fair value. On initial recognition, transaction
costs directly attributable to the acquisition or issue of a financial asset and a financial liability (other than
financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the
fair value of the financial asset or financial liability, as appropriate. Transaction costs directly associated with
an acquisition of a financial asset or a financial liability at fair value through profit or loss are recognised
immediately in profit or loss.
Financial assets
Financial assets are classified into one of the following portfolios “financial assets at fair value through profit
or loss” (FVTPL), “Investments hedd to maturity” (HTM), “Available-for-sale financial assets” (AFS) and
“Loans and receivables” (LR). The classification depends on the nature and purpose of the financial assets
and is determined at the time of initial recognition. Regular-way purchases and sales of financial assets are
recognised and derecognised on a trade date basis. Regular-way purchases or sales are those purchases or
sales of financial assets that require assets to be delivered within the period established by applicable
market regulation or convention.
Subsequent measurement
The subsequent measurement of financial assets depends on their classification and is described as follows:
Financial assets are classified as held for trading if they are acquired for the purpose of selling or
repurchasing in the near term. Derivatives, including separated embedded derivatives are also classified as
held for trading unless they are designated as effective hedging instruments.
Financial assets at fair value through profit or loss are carried in the statement of financial position at fair
value with net changes in fair value presented in the profit and loss statement.
Financial assets designated upon initial recognition at fair value through profit or loss are designated at their
initial recognition date and only if the respective criteria are satisfied. The Company has not designated any
financial assets at fair value through profit or loss.
Derivatives embedded in host contracts are accounted for as separate derivatives and recorded at fair value
if their economic characteristics and risks are not closely related to those of the host contracts and the host
contracts are not held for trading or designated at fair value through profit or loss. These embedded
derivatives are measured at fair value with changes in fair value recognized in profit or loss. Reassessment
only occurs if there is a change in the terms of the contract that significantly modifies the cash flows that
would otherwise be required
17
Agrokor d.d.
Notes to financial statements for the year ended 31 December 2016
Held-to-maturity investments
Non-derivative financial assets with fixed or determinable payments and fixed maturities are classified as
held to maturity when the Company has the positive intention and ability to hold them to maturity. After
initial measurement, held-to-maturity investments are measured at amortized costs using the EIR, less
impairment. Amortized cost is calculated by taking into account any discount or premium on acquisition and
fees or costs that are an integral part of the EIR. The EIR amortization is included as interest income in the
profit and loss statement. The losses arising from impairment are recognized in the profit and loss
statement.
Derecognition
Financial assets are derecognized when the rights on receiving cash flows from these assets have expired or
when the Company transferred the rights on receipt of cash flows from assets or when it had assumed a
qualifying pass-through obligation to pay received cash flows fully without significant delay to third party
and the Company has essentially transferred all risks and rewards of assets, or the Company has not
essentially transferred substantially all risks and benefits from assets, but has transferred control over the
assets.
18
Agrokor d.d.
Notes to financial statements for the year ended 31 December 2016
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after
deducting all of its liabilities. Equity instruments issued by the Company are recognised at the proceeds
received, net of direct issue costs. Repurchase of own equity instruments is recognised as a deduction
directly in equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of
the Company's own equity instruments.
Financial liabilities
Financial liabilities are classified as either financial liabilities ‘at FVTPL’ or ‘other financial liabilities’.
19
Agrokor d.d.
Notes to financial statements for the year ended 31 December 2016
The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient
data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing
the use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the financial statements are
categorized within the fair value hierarchy, described as follows, based on the lowest level input that is
significant to the fair value measurement as a whole:
Level 1: Quoted (unadjusted) market prices in active markets for identical assets or liabilities
Level 2: Valuation techniques for which the lowest level input that is significant to the fair value
measurement is directly or indirectly observable
Level 3: Valuation techniques for which the lowest level input that is significant to the fair value
measurement is unobservable.
For assets and liabilities that are recognized in the financial statements on a recurring basis, the Company
determines whether transfers have occurred between levels in the hierarchy by re-assessing categorization
(based on the lowest level input that is significant to the fair value measurement as whole) at the end of
each reporting period.
20
Agrokor d.d.
Notes to financial statements for the year ended 31 December 2016
Subsidiaries are all entities over which the Company has the power to govern the financial and operating
policies generally accompanying a shareholding of more than one half of the voting rights. The existence and
effect of potential voting rights that are currently exercisable or convertible are considered when assessing
whether the Company controls another entity.
21
Agrokor d.d.
Notes to financial statements for the year ended 31 December 2016
Buildings up to 20 years
Plant and Equipment 2 to 5 years
Other fixed assets 5 to 20 years
The useful life, depreciation method and residual values are reviewed at each financial year-end and if
expectations differ from previous estimates, any changes are accounted for as a change in an accounting
estimate.
22
Agrokor d.d.
Notes to financial statements for the year ended 31 December 2016
Investment property is carried at historical cost less accumulated depreciation and provision for impairment,
where required. Depreciation for buildings is calculated using the straight-line method to allocate cost over
estimated useful life (up to 20 years).
Subsequent costs are capitalised only when it is probable that future economic benefits associated with it
will flow to the Company and the cost can be measured reliably. All other repairs and maintenance costs are
expensed when incurred. If an investment property becomes owner-occupied, it is reclassified to property,
plant and equipment, and its carrying amount at the date of reclassification becomes its deemed cost to be
subsequently depreciated.
2.3.11. Leases
The determination of whether an arrangement is, or contains, a lease is based on the substance of the
arrangement at inception date; whether fulfillment of the arrangement is dependent on use of a specific
asset or the arrangement conveys a right to use the asset.
Company as a lessee
Finance leases, which effectively transfer to the Company substantially all the risk and rewards incidental to
ownership of the leased item, are capitalized at the lower of the fair value of the leased property or present
value of the minimum lease payments at the commencement date of the lease term and disclosed as leased
property, plant and equipment. Lease payments are apportioned between the finance charges and
reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the
liability. Finance charges are recognized in finance costs in the profit and loss statement.
Capitalized leased assets are depreciated over the shorter of lease term and its useful life. Leases where the
lessor effectively retains substantially all the risks and rewards of ownership of the leased item are classified
as operating leases. Operating lease payments are recognized as an expense in the profit and loss statement
on a straight-line basis over the lease term.
The accounting treatment of a sale and leaseback transaction depends upon the type of lease involved. If a
sale and leaseback transaction results in a finance lease, any excess of sales proceeds over the carrying
amount is deferred and amortized over the lease term. If a sale and leaseback transaction results in an
operating lease, and the transaction is established at fair value, any profit or loss is recognized immediately.
23
Agrokor d.d.
Notes to financial statements for the year ended 31 December 2016
2.3.16. Taxation
Corporate taxation is based on the accounting profit for the year adjusted for permanent and temporary
differences between taxable and accounting income. Corporate taxation is provided for in accordance with
Croatian tax regulations. Companies’ income tax returns are subject to examination by the Tax Authorities.
Since the application of tax laws and regulations to several types of transactions is susceptible to varying
interpretations, amounts reported in the financial statements could be changed at a later date upon final
determination by the Tax Authorities.
Deferred income tax is calculated, using the liability method, on all temporary differences at the reporting
date due to differences in treatment of certain items for taxation and for accounting purposes within these
financial statements. Deferred tax assets and liabilities are measured using the tax rates expected to apply
to taxable income in the years in which those temporary differences are expected to be recovered or
settled.
Deferred tax assets are recognized when it is probable that sufficient taxable profits will be available against
which the deferred tax assets can be utilized. At each reporting date, the Company re-assesses unrecognized
deferred tax assets and the appropriateness of carrying amount of the tax assets.
24
Agrokor d.d.
Notes to financial statements for the year ended 31 December 2016
25
Agrokor d.d.
Notes to financial statements for the year ended 31 December 2016
2.3.21. Provisions
Provisions are recognized when the Company has a present (legal or constructive) obligation as a result of
past events, it is probable that an outflow of resources embodying economic benefits will be required to
settle the obligation, and a reliable estimate of the amount of the obligation can be made.
Provisions are reviewed at each reporting date and adjusted to reflect the current best estimate. Where the
effect of discounting is material, the amount of the provision is the present value of the expenditures
expected to be required to settle the obligation, determined using the estimated risk free interest rate as
the discount rate. Where discounting is used, the reversal of such discounting in each year is recognized as a
financial expense and the carrying amount of the provision increases in each year to reflect the passage of
time.
Provisions for restructuring costs are recognized when the Company has a detailed formal plan for the
restructuring that has been communicated to parties concerned.
When the Company expects that part or all of the provision will be reimbursed, for example, under an
insurance contract, such collection is recognized as a separate asset, but only when the payment is fully
secure. Costs associated with the provision are shown in the profit and loss statement as a net amount less
all collection charges.
2.3.22. Contingencies
Contingent liabilities are not recognized in the financial statements. They are disclosed unless the possibility
of an outflow of resources embodying economic benefits is remote.
A contingent asset is not recognized in the financial statements but disclosed when an inflow of economic
benefits is probable.
Key assumptions that relate to future events, as well as other sources of uncertainty at the date of
preparation of these financial statements that may cause the risk of significant adjustments to recorded
amounts of assets and liabilities in the following financial year are discussed below:
26
Agrokor d.d.
Notes to financial statements for the year ended 31 December 2016
c) Impairment of receivables from Agrokor group companies (trade receivables and loans)
As at 31 December 2016 the Company performed a recoverability analysis of the outstanding
balance of trade receivables and loan receivables from Agrokor group companies and as a result of
that analysis the Company recognised impairment of those assets of HRK 2,376,366 thousand in
2016. Due to the fact that collection of intercompany receivables that were still outstanding at 10
April 2017 (start of Extraordinary Administration) is subject to the settlement process the Company
assessed that there is an objective evidence of impairment. Recoverability assessment was
determined by taking into account available information on the financial position of the Group,
external factors and other practices. If the impairment estimate was higher/ lower by 10% the loss
for the year would be higher/ lower by HRK 475,273 thousand.
During the year, the Company adopted the following new and amended IFRS and interpretations which have
been adopted by the EU. When assessing whether the application of standards or interpretations has an
impact on the financial statements or the results of the Company, their impact is described below:
The following standards and interpretations are applicable for the first time for financial reporting periods
beginning on or after 1 January 2016:
The other amended standards effective for 2016 did not have material impact for the entity.
27
Agrokor d.d.
Notes to financial statements for the year ended 31 December 2016
Standards, amendments and interpretations of existing standards that are not yet effective and which the
Company has not early adopted
IFRS 16 Leases
IFRS 16 introduces a single, on-balance lease sheet accounting model for lessees. A lessee recognises a right-
of-use asset representing its right to use the underlying asset and a lease liability representing its obligation
to make lease payments. There are optional exemptions for short-term leases and leases of low value items.
Lessor accounting remains similar to the current standard – i.e. lessors continue to classify leases as finance
or operating leases.
The standard is effective for annual periods beginning on or after 1 January 2019. Early adoption is
permitted for entities that apply IFRS 15 Revenue from Contracts with Customers at or before the date of
initial application of IFRS 16.
Assets leased by the Company mainly relate to cars and therefore it is not expected that application of this
standard will have significant impact on the financial statements of the Company. However the Company
needs to perform a comprehensive implementation project to confirm there are no other material effects.
The other new standards and amendments published by the IASB and IFRS IC are not expected to have a
material impact on the Company.
28
Agrokor d.d.
Notes to financial statements for the year ended 31 December 2016
Non-current assets
Investments in subsidiaries (3.377.717) 1.251.205 (3.504.204) (1.124.718) - - - - - - - - -
Investments in associates 30.599 30.599 - - - - - - - - - - -
Available for sale investments (1.211.624) (1.252.771) - - 41.147 - - - - - - - -
Long term loans and deposits 1.292.560 - - - 885.299 461.213 - - (7.800) (46.152) - - -
(3.266.182) 29.033 (3.504.204) (1.124.718) 926.446 461.213 - - (7.800) (46.152) - - -
Current assets
Short-term loans – Agrokor group 1.015.835 - - - 607.409 326.999 - - 81.427 - - - -
Short-term loans and deposits 429.564 - - - 64.290 1.290.290 - - (47.945) - (877.071) - -
Other short term investments (29.033) (29.033) - - - - - - - - - - -
Trade and other receivables - receivables form
the owner 1.039.223 - - - 1.039.223 - - - - - - - -
Trade and other receivables (48.075) - - - 17.547 - - - (25.682) (39.940) - - -
Receivables based on bills of exchange and
recourse rights 3.960.237 - - - - - - - - - 3.960.237 - -
Cash and cash equivalents (2.078.502) - - - - (2.078.502) - - - - - - -
4.289.249 (29.033) - - 1.728.469 (461.213) - - 7.800 (39.940) 3.083.166 - -
TOTAL ASSETS 1.023.067 - (3.504.204) (1.124.718) 2.654.915 - - - - (86.092) 3.083.166 - -
LIABILITIES
Long-term liabilities
Loans and borrowings 2.337.431 - - - 1.048.358 - 1.289.073 - - - - - -
2.337.431 - - - 1.048.358 - 1.289.073 - - - - - -
Short-term liabilities
Trade payables (631.479) - - - - - - (77.729) - - - (553.750) -
Short-term loans and borrowings 2.290.536 - - - 1.606.557 - - 130.229 - - - 553.750 -
Liabilies for bills of exchange recourse rights 3.083.166 - - - - - - - - - 3.083.166 - -
Other short-term liabilities (325) - - - - - - (52.500) - - - - 52.175
4.741.898 - - - 1.606.557 - - - - - 3.083.166 - 52.175
TOTAL LIABILITIES 7.079.329 - - - 2.654.915 - 1.289.073 - - - 3.083.166 - 52.175
29
Agrokor d.d.
Notes to financial statements for the year ended 31 December 2016
Note 2.4.1 Note 2.4.2 Note 2.4.3 Note 2.4.4 Note 2.4.5 Note 2.4.6 Note 2.4.7 Note 2.4.8
Reclassification of Note 2.4.9 Note 2.4.10 Note 2.4.11
Reclassification Reclassification of loans, deposits and
Not disclosed of borrowing borrowings from interest receivables Impairment
Reclassification Measurement balances in Reclassificatio from Other Trade payables from third party of loans, Receivables and Reclassification
of investments of investments Impairment of the previous n of deposits reserves to and Other receivables to deposits and liabilities for of liabilities for
Total impact of in subsidiaries in subsidiaries - investments in financial from cash Loans and liabilities to Loans intercompany trade BoEs and BoE from trade
ASSETS adjustments and associates equity method associates statements equivalents borrowings and borrowings receivables receivables recourse rights payables
Non-current assets
Investments in subsidiaries (3.475.171) 29.033 (3.504.204) - - - - - - - - -
Investments in associates (102.932) - - (102.932) - - - - - - - -
Available for sale investments - - - - - - - - - - - -
Long term loans and deposits 405.494 - - - - 460.878 - - (55.384) - - -
(3.172.609) 29.033 (3.504.204) (102.932) - 460.878 - - (55.384) - - -
Current assets
Short-term loans – Agrokor group 860.560 - - - 701.026 16.346 - - 143.188 - - -
Short-term loans and deposits 702.724 - - - - 1.627.377 - - (69.902) (46.152) (808.599) -
Other short term investments (29.033) (29.033) - - - - - - - - - -
Trade and other receivables - receivables form
the owner 697.100 - - - 697.100 - - - - - - -
Trade and other receivables (22.331) - - - - - - - (17.902) (4.429) - -
Receivables based on bills of exchange and
recourse rights 4.158.415 - - - - - - - - - 4.158.415 -
Cash and cash equivalents (2.104.601) - - - - (2.104.601) - - - - - -
4.262.834 (29.033) - - 1.398.126 (460.878) - - 55.384 (50.581) 3.349.816 -
TOTAL ASSETS 1.090.225 - (3.504.204) (102.932) 1.398.126 - - - - (50.581) 3.349.816 -
LIABILITIES
Long-term liabilities
Loans and borrowings 191.537 - - - 191.537 - - - - - - -
191.537 - - - 191.537 - - - - - - -
Short-term liabilities
Trade payables - - - - - - - - - - - -
Short-term loans and borrowings 3.123.356 - - - 1.206.589 - 1.289.073 147.694 - - - 480.000
Liabilies for bills of exchange recourse rights 2.869.816 - - - - - - - - - 3.349.816 (480.000)
Other short-term liabilities (147.694) - - - - - - (147.694) - - - -
5.845.478 - - - 1.206.589 - 1.289.073 - - - 3.349.816 -
TOTAL LIABILITIES 6.037.015 - - - 1.398.126 - 1.289.073 - - - 3.349.816 -
30
Agrokor d.d.
Notes to financial statements for the year ended 31 December 2016
2015
000 HRK Note
A. Impact on revenues -
Service costs 17,955 2.4.12
Impairment of long and short term assets 1,057,297 2.4.3; 2.4.9
1,075,252
Financial expenses 34,220 2.4.12
B. Impact on expenses 1,109,472
Net impact on current year result (A-B) (1,109,472)
As at 31 December 2015 the Company classified investments of HRK 1,252,771 thousand as “Available for
sale investments” and HRK 29,033 thousand as “Other short term invetstments” (1.1.2015: HRK 29,003
thousand) although, as of that date, the Company already had control or significant influence over these
investments. Due to this, at 31 December 2015 available for sale investments and other short term
investments were overstated by HRK 1,252,771 thousand and HRK 29,033 thousand respectively while
investments in subsidiaries and investments in associates at 31 December 2015 were understated by HRK
1,251,205 thousand and HRK 30,599 thousand (1.1.2015: HRK 29,033 thousand) respectively.
Until 2011 the Company measured investments in subsidiaries in the separate financial statements using the
equity method although, in accordane with IAS 27 Consolidated and separate financial statements
(subsequently IAS 27 Separate Financial Statements (2011)), such accounting method was not permitted. In
the period from 2011 until 2015 the Company did not change the value of investments in subsidiaries, i.e. no
share in the result of associates for the period 2012 - 2015 was recognized. Due to this, investments in
subsidiaries as at 1 January 2015 and as at 31 December 2015 were overstated by HRK 3,504,204 thousand.
However, commencing 1 January 2016, the equity method of accounting in measuring investments in
subsidiaries in separate financial statements is permitted again and, if elected should be applied
retrospectively. Due to the impracticability to reliably determine the impact of the equity method the
Company elected to measure investments in subsidiaries in the separate financial statements at cost.
In previous periods the Company applied criteria for impairment of investments in subsidiaries and
associates which did not consider all impairment indicators although it is probable that such indicators
already existed in prior periods. In 2016 Management of the Company performed recoverability analysis of
these investments and adjusted carrying values of investments in subsidiaries, associates, loss carried
forward and loss for the year as at 1 January 2015 and as at 31 December 2015 and for the year then ended.
31
Agrokor d.d.
Notes to financial statements for the year ended 31 December 2016
The scheme affected the previously reported financial statements of the Company from 2010 to 2015.
The understatement of operating and interest expenses from 2010 to 2015 is summarized in the table
below. In 2016, the HRK 2,264,965 thousand was recognized as operating and interest expense.
Year HRK’000
2010 57,500
2011 429,143
2012 472,593
2013 468,572
2014 494,193
2015 342,964
Total 2,264,965
In respect of the errors above, the Company has commenced several investigations into this matter. These
investigations are currently ongoing and may result in potential future adjustments to the financial
statements.
32
Agrokor d.d.
Notes to financial statements for the year ended 31 December 2016
2.4.8 Reclassification of loans, deposits and interest receivables from third party receivables to
intercompany receivables
As at 31 December 2015 the Company classified certain loans, deposits and interest receivables as third
party receivables although they related to receivables from related parties. The Company has corrected
classification at 1 January 2015 and at 31 December 2015 by adjusting balances of Short term loans –
Agrokor Group and Long-term loans and deposits, Short term loans and deposits and Other receivables
accordingly.
33
Agrokor d.d.
Notes to financial statements for the year ended 31 December 2016
3. Revenue
4. Other income
6. Service costs
2015
2016 000 HRK
000 HRK Restated
Professional services 103,332 20,550
Agency services 51,510 -
IT services 13,088 16,250
Rent 30,280 6,809
External maintenance services 6,865 5,949
Postal and telephone expenses 1,833 1,976
Marketing, fairs and advertising 2,254 1,670
Transportation services 5,450 788
Other services 22,171 9,307
Total 236,783 63,299
Increase in service costs in 2016 comparing to the previous year mainly relates to costs recognized as
explained in note 2.4.4.
34
Agrokor d.d.
Notes to financial statements for the year ended 31 December 2016
7. Personnel expenses
Compensations for managers (salaries) are included in personnel expenses and bonuses are not being paid
out.
9. Other expenses
Increase in other expenses in 2016 comparing to the previous year mainly relates to expenses recognized as
explained in note 2.4.4.
35
Agrokor d.d.
Notes to financial statements for the year ended 31 December 2016
2015
2016 000 HRK
000 HRK Restated
Interest expense 2,747,505 1,630,022
FX losses 88,500 269,215
Net loss from sale of shares 3,408 20,783
Other financial expenses 121,624 -
Total 2,961,037 1,920,020
2015
2016 000 HRK
000 HRK Restated
Cash flow hedging::
Gains/(losses) during the year:
Reclassification to profit or loss during the year - 26,516
Loss during the year - -
Total - 26,516
36
Agrokor d.d.
Notes to financial statements for the year ended 31 December 2016
Accumulated amortization
As at 01 January 2016 5,132 - 5,132
Charge for the year 924 - 924
Disposal (111) - (111)
As at 31 December 2016 5,945 - 5,945
Accumulated amortization
As at 01 January 2015 3,673 - 3,673
Charge for the year 1,459 - 1,459
As at 31 December 2015 5,132 - 5,132
37
Agrokor d.d.
Notes to financial statements for the year ended 31 December 2016
Changes in carrying amount of property, plant and equipment in 2016 were as follows:
Accumulated amortization
As at 01 January 2016 42,238 34,083 - 32,346 - 108,667
Charge during the year 3,387 620 - 1,577 - 5,584
Disposal - (1,279) - (1,115) - (2,394)
Write off - (231) - - - (231)
As at 31 December 2016 45,625 33,192 - 32,808 - 111,625
Changes in carrying amount of property, plant and equipment in 2015 were as follows:
Accumulated amortization
As at 01 January 2015 38,851 41,130 - 33,887 - 113,868
Charge during the year 3,387 1,730 - 2,054 - 7,171
Disposal - (8,588) - (3,595) - (12,183)
Write off - (189) - - - (189)
As at 31 December 2015 42,238 34,083 - 32,346 - 108,667
Property, plant and equipment is not mortgaged. The Company has adequate proof regarding ownership over
the above stated property.
38
Agrokor d.d.
Notes to financial statements for the year ended 31 December 2016
In comparison to 2015, in 2016 the Company sold 16% in Tisak d.d. and acquired 3.43% in Projektgradnja d.o.o.
In the period from December 2012 untill April 2017 the Company entered into over 1,200 repurchase
agreement transactions relating to the shares of its controlled and affiliated companies and currently a forensic
review of those transactions is undergoing. Depending on the findings of this review it is possible that certain
information relating to ownership percentages disclosed in this note will be subject to restatement in the
subsequent periods.
As at 31 December 2016 the Company performed assessment of recoverability of investments in subsidiaries
and based on this assessment the Company recorded impairment of HRK 2,634,651 thousand mainly relating to
investments in Konzum Sarajevo d.o.o. and Konzum d.d. as further described in Note 2.3.21 Critical accounting
estimates and judments.
2016 2015
000 HRK 000 HRK
As at 01 January 1,021,786 -
Charge for the year 2,634,651 1,021,786
Amounts written off - -
As at 31 December 3,656,437 1,021,786
39
Agrokor d.d.
Notes to financial statements for the year ended 31 December 2016
During 2015, through the merger of Media d.o.o. the Company acquired 49% share in the Zagreb plakat d.o.o.
for HRK 112,115 thousand, 25% share in KHA 4 d.o.o and increased share capital in KHA 4 d.o.o. by HRK 15,000
thousand as well as paid in capital of Karisma Hotels Adriatic d.o.o. in the amount HRK 7,650 thousand (without
changes in ownership share). In 2015 the Company sold its share in Ambalažni servis d.o.o.
Increase in 2016 relates to acquisition of share in Stega Tisak d.o.o. for an amount of HRK 30,162 thousand and
recapitalization of KHA 4 d.o.o. and Karisma Hotel Adriatic d.o.o. The Company holds 49% of voting rights in
Stega Tisak d.o.o. All associates, except Jana North America are incorporated in Croatia. Jana North America is
incorporated in USA.
The summarized 2016 and restated 2015 financial information of associates is as follows:
40
Agrokor d.d.
Notes to financial statements for the year ended 31 December 2016
Long-term deposits mainly relate to cash depositsdeposit used as collateral for long term borrowingsborrowing
and to leasing deposits that bear no interest and whose maturity is on the repayment date of contracted
liabilities.
41
Agrokor d.d.
Notes to financial statements for the year ended 31 December 2016
31 December 2015
000 HRK Maturity Interest rate
Loan to the owner 268,505 3-20 years 4.5-6%
Loans for investment in real estate 221,082 2-15 years 2.5-9%
Investment loans 85,379 2 g years 4-9%
Loans for business support 133,401 2-4 years 7-10%
Other loans 931,742 Up to 3 years 7-9%
Total 1,640,109
31 December 2015
31 December 2016 000 HRK
000 HRK Restated
Mercator Grupa 151,156 152,701
Total 151,156 152,701
Investments in securities available for sale are not quote on active market are valued at cost.
42
Agrokor d.d.
Notes to financial statements for the year ended 31 December 2016
Deposits have a maturity between 3 and 12 months with annual interest rate up to 6%. Loans have a maturity
of 12 months with annual interest rate of up to 8.95%.
Loans granted to companies that are members of Agrokor Group are as follows:
31 December 2015
31 December 2016 000 HRK
000 HRK Restated
A007 d.o.o. 10,895 1,238
Adriatica.net d.o.o. 323,965 285,960
Agrokor AG 491,268 421,166
Agrokor kft - 804
Agrokor-trgovina d.d. - 405,535
Agrolaguna d.d. 206,546 178,356
Aliquantum ulaganja d.o.o. 117,944 -
Belje d.d. 957,196 534,343
Dalmarina d.o.o. 42,563 41,554
Dijamant a.d. - 193,363
INIT d.o.o. Sarajevo 5,134 4,979
Konzum d.d. 1,252,181 1,451,227
Loans to related parties are loans granted for current liquidity. At 31 December 2016 interest rate amounted to
5.14% (31 December 2015: 3.00%). Loans between related parties are mainly unsecured.
43
Agrokor d.d.
Notes to financial statements for the year ended 31 December 2016
31 December 2015
31 December 2016 000 HRK
000 HRK Restated
Bills of Exchange 158,681 877,071
Receivables for bills of exchange - recourse right 3,064,071 3,083,166
Total 3,222,752 3,960,237
The Company accepts bills of exchange as a means of payment of the customer and this settles their
receivables from the sale of services. Received bills of exchange can be discounted by factoring companies. Bills
are with recourse and the Company provides a guarantee in case the factoring companies fail to collect
receivables from the customer. In the case of activation of recourse, liability of bill payment is transferred to
the Company whilst the Company is entitled to a receivable for unpaid bills to the original issuer of the bill. As
at 31 December 2016 the Company recognized receivables and liabilities based on the bills of exchange
recourse rights of HRK 3,064,071 thousand (2015: HRK 3,083,166 thousand). As during 2016 and previous
periods there was no activation of the recourse rights the Company did not recognize these assets and
liabilities in the past.
Out of total outstanding bills of exchange of HRK 877,071 thousand at 31 December 2015, HRK 173,056
thousand relates to bills of exchange issued to related parties.
20. Receivables
Other receivables relate to receivables from pre-bankruptcy proceedings settlements and to receivables for
interest.
The Company does not achieve with any trade receivable a turnover that exceeds 10% of the total annual
turnover.
44
Agrokor d.d.
Notes to financial statements for the year ended 31 December 2016
31 December 2015
31 December 2016 000 HRK
000 HRK Restated
A007 d.o.o. 1,322 -
Agkor d.o.o. 6 -
Agrokor AG Zug 62 -
Agrokor-trgovina d.d. 10 10
Agrokor-Energija d.o.o. 739 22
Agrokor – Zagreb d.o.o. 33 -
Agrolaguna d.d. - 140
Angropromet d.o.o. 12 -
Belje d.d. 3,286 1,154
Dalmarina d.o.o. 4 -
Dijamant a.d. 43 -
Fonyodi Kft. 230 -
Frikom d.o.o. 1,423 -
Frikom Beograd dooel 398 -
Idea d.o.o. 159 -
INIT d.o.o. Sarajevo 13 -
Jamnica d.o.o. Maribor 119 -
Kikindski mlin a.d. 16 -
Konzum d.o.o. Sarajevo 22,294 -
Konzum d.d. - 7,507
Kor-Broker d.o.o. - 51
Kron a.d. 14 -
Ledo d.o.o. Čitluk 583 -
Ledo d.o.o. Kosovo 160 -
Ledo d.o.o. Ljubljana 301 -
Ledo Kft. 52 -
Lovno gospodarstvo Moslavina d.o.o. 1 -
Mg Mivela d.o.o. 649 -
Nova sloga d.o.o. 746 -
PIK BH d.o.o. 72 -
PIK Vinkovci d.d. 173 322
Projektgradnja d.o.o. - 1,196
Roto dinamic d.o.o. - 3,177
Sarajevski kiseljak d.d. 40,554 67,951
Solana Pag d.d. - 34
Super kartica d.o.o. Beograd 146 -
Super kartica d.o.o. BH 66 -
TPDC Sarajevo d.d. 40 -
Velpro d.o.o. Sarajevo 1,450 -
Zvijezda d.o.o. Sarajevo 309 -
Zvijezda d.o.o. Ljubljana 134 -
Total 75,626 81,564
45
Agrokor d.d.
Notes to financial statements for the year ended 31 December 2016
Cash equivalents are short-term deposits with banks with original maturity up to 3 months. Bank deposit
outstanding at 31 December 2015 was pledged in favor of Sberbank and matured on 8 January 2016.
Equity and reserves represent total amount of own resources. It comprises share capital together with capital
reserves, legal reserves, revaluation reserves, retained earnings and profit for the year. Share capital (share
equity) in court registry amounts to HRK 180,123 thousand. Share capital is divided into 360,246 ordinary
shares with nominal value of 500 HRK. Equity was paid in full. Legal reserves of HRK 9,007 thousand are not
distributable.
Nominal value of
1 share Total nominal value
Particip. in share
Number of shares In HRK 000 HRK capital (%)
Adria Group Holding BV 344,120 500 172,060 95.52%
Banks 7,468 500 5,216 2.08%
Small shareholders 5,698 500 1,367 0.82%
Treasury shares 2,960 500 1,480 0.82%
Total number of shares 360,246 180,123 100.00%
During 2016 the Company acquired 2,965 treasury shares (0.82%) which are included in the Small shareholders
line as the process of registering those shares to the Company is still ongoing.
46
Agrokor d.d.
Notes to financial statements for the year ended 31 December 2016
31 December 2015
31 December 2016 000 HRK
Maturity of non-cancellable future lease payments 000 HRK Restated
Payable from 2 to 5 years 4,468 4,357
Payable from 1 to 2 years 3,641 3,422
Payable within 1 year 4,423 4,548
Total 12,531 12,327
The average cancellation period in operating lease agreements is between 6 and 9 months.
Operating lease commitments are not provided for in the financial statements in accordance with accounting
regulations.
25. Provisions
All employees are covered by the State pension fund. Provisions are recognised for other employee benefits
payable in respect of retirement and jubilee (length of service). Retirement benefits are dependent on the
employees fulfilling the required conditions to retire from the Company and jubilee benefits are dependent on
the number of years of service in the Company. The amount of all benefit entitlements is determined by the
respective employee’s monthly remuneration.
Movement of liabilities towards employees disclosed in the profit and loss statement is as follows:
2016 2015
000 HRK 000 HRK
Restated
Net liability at beginning of the year 537 586
Net change recognized in the profit and loss statementstate,emts (107) (49)
Payments made during the year - -
Net liability at the end of the year 430 537
47
Agrokor d.d.
Notes to financial statements for the year ended 31 December 2016
The main actuarial assumptions used to determine liabilities as at 31 December were as follows:
2016 2015
Discount rate (annual) 4.33% 4.33%
Wage and salary increases (annual) 3.00% 3.00%
Other long-term benefits are accrued by using the projected unit credit method of employer per employee.
Gains and losses offseting from changes in actuarial assumptions are recognized as gains/losses in the period.
Other provisions
Short-term loans
Bank loans 914,924 1,512,624
Non-bank loans 1,788,363 502,840
Borrowings – Agrokor Group 2,231,826 1,332,934
Bills of exchange 383,780 553,750
Total short-term loans 5,318,893 3,902,148
Total loans 24,296,642 20,258,506
48
Agrokor d.d.
Notes to financial statements for the year ended 31 December 2016
The Agrokor Group finances itself mainly through Agrokor d.d. via a combination of fixed income instruments
and variable rate loans. Variable interest rates are predominantly linked to EURIBOR. The coupons/interest
rates range between 3% and 10% p.a.
Senior Notes
Company’s debt consists primarily of two Senior Notes and other bilateral facilities with banks and financial and
non-financial institutions. The 2019 Senior Notes were issued at par in an aggregate principal amount of €300
million. The 2019 Senior Notes are scheduled to mature on May 1, 2019 and accrue interest at a rate of 9.875%
per annum. The euro-denominated 2020 Notes were issued at par in an aggregate principal amount of €325
million. The euro-denominated 2020 Notes are scheduled to mature on February 1, 2020 and accrue interest at
a rate of 9.125% per annum. The dollar-denominated 2020 Notes were issued at par in an aggregate principal
amount of $300 million. The dollar-denominated 2020 Notes are scheduled to mature on February 1, 2020 and
accrue interest at a rate of 8.875% per annum.
Refinanced debt
The Company completed a wider refinancing exercise in the second half of the year, extending c. €840 million
of existing debt to approximately 2-3 year maturities. Refinanced bilateral facilities consist of two club facilities
with BNP Paribas, Credit Suisse AG, London Branch, Goldman Sachs International Bank, J.P. Morgan Securities
plc in the amount of €100 million each, one scheduled to mature on September 14, 2018 and the other on
September 14, 2019. Both facilities accrue interest at a rate of EURIBOR plus a margin of 5.00%.
Sberbank loans
The Company has a €600 million loan with Sberbank of Russia and Sberbank Europe AG and a €350 million loan
with Sberbank of Russia, the former scheduled to mature on September 14, 2023 and accrues interest at a rate
of EURIBOR plus a margin of 5.30% and the latter scheduled to mature on September 14, 2022 and accrues
interest at a rate of 6.00% fixed. The Company also has a €50 million loan with Sberbank Europe AG scheduled
to mature on September 14, 2018 and accrues interest at a rate of EURIBOR plus a margin of 5.00%.
VTB loans
The Company has a €360 million with VTB Bank Austria AG, of which €50 million is scheduled to mature on
September 14, 2018 and accrues interest at a rate of EURIBOR plus a margin of 5.00%, €250 million scheduled
to mature on September 14, 2019 and accrues interest at a rate of EURIBOR plus a margin of 5.00% and €60
million scheduled to mature on June 21, 2020 and accrues interest at a rate of EURIBOR plus a margin of 3.62%.
Covenants
The covenants of the Agrokor Restricted Group debt facilities are aligned with the debt covenants of the 2019
and 2020 Senior Notes. The Senior Notes are generally guaranteed by the following companies: Agrokor-
trgovina d.d., Jamnica d.d., Konzum d.d., Ledo d.d., Ledo d.o.o. Čitluk, PIK Vinkovci d.d., Sarajevski kiseljak d.d.,
Zvijezda d.d., Vupik d.d., Belje d.d. Darda and Konzum d.o.o. Sarajevo. Certain of the refinanced facilities also
include undertakings by the Company that 90 days prior to their respective maturities, the PIK Facility and the
2019 bonds are refinanced or have their maturities extended to at least March 14, 2020 and Agrokor's
consolidated leverage ratio of the Restricted Group shall be less than 5.0x for the four most recent full fiscal
quarters immediately prior to September 14, 2018 for which internal financial statements are available. There
are some facilities which are either unsecured and unguaranteed or secured with collateral in the form of
shares, real estate of group companies and/or promissory notes.
49
Agrokor d.d.
Notes to financial statements for the year ended 31 December 2016
31 December 2015
31 December 2016 000 HRK
000 HRK Restated
Agrokor AG 151,339 74,894
Agrokor trgovina d.d. 168,635 -
Irida d.o.o. 6,679 -
Jamnica d.d. 925,731 684,160
Kor Broker d.o.o. 1,153 1,200
Ledo d.d. 40,493 13,018
mStart d.o.o. - 2,939
Projektgradnja d.o.o. - 7,918
Roto dinamic d.o.o. 34,949 -
Tisak d.d. 411,041 248,149
Velpro-centar d.o.o. 82,825 -
Zvijezda d.d. 408,981 300,656
Total 2,231,826 1,332,934
Financing between related parties is performed based on the frame agreement with terms as disclosed in note
18.
31 December 2015
31 December 2016 000 HRK
000 HRK Restated
Agrokor AG - 70,666
Mercator grupa 25,405 25,771
mStart d.o.o. 2,165 1,500
Tisak d.d. 8,466 8,716
Other 353 133
Total 36,389 106,786
50
Agrokor d.d.
Notes to financial statements for the year ended 31 December 2016
51
Agrokor d.d.
Notes to financial statements for the year ended 31 December 2016
The Company has transactions with the following related parties: significant shareholders, other companies
owned or controlled by the ultimate owner of the Company ('other affiliated parties') and key management.
Revenues and income realized from transactions performed with related parties are as follows:
2016 2015
000 HRK 000 HRK
Restated
A007 d.o.o. 1,405 -
Adriatica.net d.o.o. 13,813 -
Agrokor AG 22,190 16,484
Agrokor kft - 32
Agrokor-Energija d.o.o. 1,000 101
Agrokor-trgovina d.d. 26,909 63,559
Agrokor Zagreb d.o.o. - 8,005
Agrolaguna d.d. 10,596 12,513
Ambalažni servisi d.o.o. - 1,443
Belje d.d. 51,552 58,357
Dijamant a.d. 19,115 2,487
Frikom d.o.o. 6,259 -
Jamnica d.d. 47,346 75,886
Konzum d.d. 300,616 503,135
Konzum d.o.o. Sarajevo 22,237 -
Kor-Broker d.o.o. 4,112 2,406
Kron a.d. - 28,039
Ledo d.d. 79,441 95,859
Ledo d.o.o. Čitluk 4,036 -
L. G. Moslavina d.o.o. 6,786 8,212
Mercator grupa 10,715 10,821
Mg Mivela d.o.o. 1,007 -
mStart d.o.o. 38,938 23,019
Nova sloga d.o.o. - 140
PIK Vinkovci d.d. 37,105 37,421
PIK Vrbovec d.d. 8,239 23,123
Projektgradnja d.o.o. 1,652 -
Rivijera d.d. 1,695 -
Roto dinamic d.o.o. - 9,268
Roto ulaganja d.o.o. 8,243 70
Sarajevski kiseljak d.d. 3,144 31,770
Solana Pag d.d. 5,368 13,555
Sojara d.d. 4,737 4,886
Tisak d.d. 22,269 18,032
TPDC Sarajevo d.d. - 410
Velpro-centar d.o.o. 19,054 -
Velpro d.o.o. Sarajevo 1,444 -
Vupik d.d. 28,488 31,102
Zvijezda d.d. 4,230 13,668
Žitnjak d.d. - 3
Other 9,818 -
Total 823,559 1,093,806
52
Agrokor d.d.
Notes to financial statements for the year ended 31 December 2016
The remuneration paid to the members of the Management Board and other key management personnel
during the year was as follows:
2015
2016 000 HRK
000 HRK Restated
Wages and salaries (net) and other current benefits 4,481 4,192
Taxes and contributions out of salaries 3,596 3,837
Contributions on salaries 1,388 1,381
Retirement/ termination benefits 1,306 -
Total 10,771 9,410
30. Contingencies
Contingencies mainly relate to guarantees that the Company issued for liabilities of related party companies,
bank guarantees and other corporate guarantees.
Total amount of issued guarantees amounts to HRK 8,537,398 thousand.
In accordance with the Law for the Extraordinary Administration for Companies with Systemic Importance for
the Republic of Croatia claim reconciliation is currently ongoing. Upon the finalization of the reconciliation
process total amount of claims for each creditor will be determined.
Transactions with associates (Jana North America, Inc., Gulliver travel d.o.o., A.N.P. Energija d.o.o. Karisma
hotels Adriatic d.o.o., KHA četiri d.o.o., Zagreb plakat d.o.o., Tisak In post d.o.o., Photo boutique d.o.o. and
Stega Tisak d.o.o.), positions at the end of the year and relating income and restated 2015 were as follows:
(000 HRK)
Receivables 2016 2015
Trade receivables 34,969 30,577
Other 51,094 42,020
86,063 72,597
(000 HRK)
Liabilities 2016 2015
Trade payables - -
Other 53,499 -
53,499 -
(000 HRK)
Income 2016 2015
Income from sales 205 331
Other income 2,836 1,905
3,041 2,236
53
Agrokor d.d.
Notes to financial statements for the year ended 31 December 2016
Based on the calculation of their fair value, financial instruments are divided into three levels:
Level 1: quoted (stock) prices for assets or liabilities in active market
Level 2: assets or liabilities not included in Level 1, the value of which is determined directly or indirectly
based on observable market data
Level 3: assets or liabilities, the value of which is not based on observable market data.
Taking into account events relating to the extraordinary administration as disclosed in the Note 34 Events after the
balance sheet date which would affect the fair value of financial instuments, the Company does not disclose the fair
value hierarchy of financial instuments at 31 December 2016.
Due to the the Extraordinary Administration Process the Company is currently not able to determine the fair
value of liabilities.
54
Agrokor d.d.
Notes to financial statements for the year ended 31 December 2016
Granted loans
As practically all loans are short term, the Company believes that their fair values are not significantly different
from book values.
Investment in securities
Securities available for sale are included in the balance sheet at their fair values. Equity securities whose fair
value cannot be reliably measured are included at acquisition cost. The Company believes that their fair values
are not below their carrying amounts.
The main risks arising from the Company’s financial instruments are credit risk, foreign currency risk and
interest rate risk. The Company reviews and agrees policies for managing each of these risks and they are
summarised below.
The Company is exposed to international markets. As a result, it can be affected by changes in foreign exchange
rates. The Company also extends credit terms to its customers and is exposed to a risk of default. The
significant risks, together with the methods used to manage these risks, are described below. The Company
does use derivative instruments to manage risk especially foreign exchange risk related to USD.
Credit risk
The Company is exposed to credit risk representing risk that the debtor will not be able to repay its liabilities to
the Company as they fall due. The Company manages this risk by setting limits of exposure towards one debtor
or group of debtors. As there is no significant concentration of credit exposure, the Company does not consider
to be excessively exposed to credit risk. The Company does not guarantee material obligations of other parties.
The Company considers that its maximum exposure is reflected by the amount of debt financial assets net of
provisions for impairment recognised at the balance sheet date.
Liquidity risk
Liquidity risk, also referred to as financing risk, is the risk that an enterprise will encounter difficulty in raising
funds to meet obligations associated with financial instruments. The Company has a strong focus on its cash
flow with short-term inflows and outflows forecasts. Surplus of funds is placed in short term deposits and
available for sale investments.
As part of its activities in 2017, the Company continually monitors liquidity to provide sufficient funds for its
operations, while maintaining sufficient space for using unused credit lines when needed. Such projection
considers the Company's plans to settle the debts, coordinate with the contractual relationship and internal
default balance in the balance sheet.
55
Agrokor d.d.
Notes to financial statements for the year ended 31 December 2016
On 21 February 2017 the Company signed a loan agreement with Sberbank of Russia as Lender. The total loan
amount is EUR 100,000,000. The loan has a bullet repayment on 1 October 2017. The loan is guaranteed by the
following subsidiary companies: Agrokor-trgovina d.o.o., Belje d.d. Darda, Jamnica d.d., Konzum d.d., Konzum
d.o.o. Sarajevo, Ledo d.d., Ledo d.o.o. Čitluk, Pik-Vinkovci d.d., Sarajevski Kiseljak d.d., Vupik d.d. and Zvijezda
d.d. The loan has since been repaid in full from the proceeds of the loan concluded on 8 June 2017.
On 13 April 2017 the Company signed a loan agreement as a borrower with Zagrebačka banka d.d., Privredna
banka Zagreb d.d., ERSTE Staiermerkische d.d. and Raiffeisenbank Austria d.d. as loan providers. The total loan
amount was EUR 80,000,000. The loan has a bullet repayment at the expiration of 12 months from the date of
the opening of the Extraordinary Administration proceeding or at the expiration of 15 months from the date of
the opening of the Extraordinary Administration proceeding if the Extraordinary Administration proceeding is
prolonged. The loan is signed as co-debtors by the following subsidiary companies: Belje d.d. Darda, Jamnica
d.d., Konzum d.d., Ledo d.d., Pik Vrbovec – mesna industrija d.d., Pik-Vinkovci d.d., Vupik d.d. and Zvijezda d.d.
On 8 June 2017 the Company signed a laon agreement with various investors (such as Knighthead Capital
Investments) as loan providers. The total loan amount is up to EUR 1,060,000,000. The loan has a bullet
repayment on the earlier of 10 July 2018, the settlement date under the extraordinary administration
proceeding and opening of insolvency proceedings. The loan is guaranteed by the subsidiary companies
incorporated in Croatia and are subject to the extraordinary administration proceeding which include but are
not limited to: Agrokor-trgovina d.o.o., Belje d.d. Darda, Jamnica d.d., Konzum d.d., Ledo d.d., Pik-Vinkovci d.d.,
Sarajevski Kiseljak d.d., Vupik d.d. and Zvijezda d.d. In addition the loan is also secured by long-term tangible
and intangible assets of obligors. The loan has a super-priority status as provided for in the Law on
extraordinary administration proceeding in companies of systemic importance for the Republic of Croatia and
allows for the refinancing of debt incurred prior to entering into the extraordinary administration applying 1:1
ratio between new money and refinanced debt.
On 10 March 2017 the Company signed a contract with Agrokor Investments B.V. Agreement for the sale and
purchase of the shares in Poslovni sistem Mercator d.d., whereby the Company acquired an additional 615,384
shares in Poslovni sistem Mercator d.d. for the total consideration of EUR 39,999,960, increasing its overall
shareholding to 69.57%.
As of 30 January 2017 the Company transferred total of 51% of shares (29,830 shares) of the company
Agrolaguna d.d. to Agram Invest d.o.o. based on the Frame agreement on repurchase of securities from 20
February 2012. Total consideration amounted to HRK 35 million and through this transaction the Company lost
control over Agrolaguna d.d. During the process of extraordinary administration, the basis for such transaction
is being examined and as of 9 June 2017, the extraordinary administration initiated court proceedings with the
main purpose to determine this transaction as null and void.
In Febraury 2017 assets of the Company (corporate building) has been pledged as collateral for liabilities of one
Group company in total amount of EUR 8.7million. During the process of extraordinary administration, the
basis for such transaction is being examined and as of 9 June 2017, extraordinary administration initiated court
proceeding with the main purpose to determine this transaction as null and void.
In August 2017 the Company's bonds have been delisted from the Irish Stock Exchange.
56
Agrokor d.d.
Notes to financial statements for the year ended 31 December 2016
57