2/28/2020

Financial Statements and Related Announcement::Full Yearly Results

FINANCIAL STATEMENTS AND RELATED ANNOUNCEMENT::FULL YEARLY RESULTS

Issuer & Securities

Issuer/ Manager

GOLDEN AGRI-RESOURCES LTD

Securities

GOLDEN AGRI-RESOURCES LTD - MU0117U00026 - E5H

Stapled Security

No

Announcement Details

Announcement Title

Financial Statements and Related Announcement

Date &Time of Broadcast

28-Feb-2020 07:42:13

Status

New

Announcement Sub Title

Full Yearly Results

Announcement Reference

SG200228OTHRVWO3

Submitted By (Co./ Ind. Name)

Kimberley Lye Chor Mei

Designation

Director, Corporate Secretarial

Description (Please provide a detailed description of the event in the box below - Refer to the Online help for the format)

Golden Agri-Resources Ltd has released its unaudited nancial results for the fourth quarter and full year ended 31 December 2019. Please refer to the following attachments in relation thereto:

(1) Unaudited consolidated nancial statements for the year ended 31 December 2019;

  1. Media Release; and
  2. Full Year 2019 Results Presentation.

Additional Details

For Financial Period Ended

31/12/2019

2/28/2020

Financial Statements and Related Announcement::Full Yearly Results

Attachments

GAR02-28-02-2020-Results.pdf

GAR02-28-02-2020-Media%20Release.pdf

GAR02-28-02-2020-Results%20Presentation.pdf

Total size =2115K MB

GOLDEN AGRI-RESOURCES LTD

Full Year Financial Statement And Dividend Announcement

FINANCIAL HIGHLIGHTS

Full Year

Full Year

4th Qtr

4th Qtr

2019

2018

Change

2019

2018

Change

US$'000

US$'000

%

US$'000

US$'000

%

Revenue

6,431,799

7,167,428

(10.3)

1,702,183

1,652,517

3.0

Gross Profit

831,467

1,006,834

(17.4)

299,087

261,780

14.3

EBITDA1

696,695

572,975

21.6

391,966

202,870

93.2

Underlying profit 2

271,815

180,717

50.4

283,917

101,296

180.4

Underlying profit per

share (USD cents)

2.13

1.42

50.4

2.23

0.80

180.4

Net profit/(loss)

attributable to

owners of the

Company

193,977

(1,772)

n.m.

239,563

79,314

202.0

Total dividend per

share (SGD cents)

0.580

0.580

-

Notes:

  1. Earnings before tax, non-controlling interests, interest on borrowings, depreciation and amortisation, net gain/(loss) from changes in fair value of biological assets, foreign exchange gain/(loss) and exceptional items.
  2. Net profit/(loss) attributable to owners of the Company excluding net effect of net gain or loss from changes in fair value of biological assets and depreciation of bearer plants, exceptional items and other non-operating items (foreign exchange gain or loss, net tax impact from tax-based asset revaluations, and other deferred tax income or expense).
  3. n.m. - not meaningful.

1

PART I - INFORMATION REQUIRED FOR QUARTERLY (Q1, Q2 & Q3), HALF-YEAR AND FULL YEAR ANNOUNCEMENTS

1(a) An income statement and statement of comprehensive income for the group together with a comparative statement for the corresponding period of the immediately preceding financial year

UNAUDITED CONSOLIDATED INCOME STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2019

Full Year

Full Year

4th Qtr

4th Qtr

2019

2018

Change

2019

2018

Change

US$'000

US$'000

%

US$'000

US$'000

%

Revenue

6,431,799

7,167,428

(10.3)

1,702,183

1,652,517

3.0

Cost of sales

(5,600,332)

(6,160,594)

(9.1)

(1,403,096)

(1,390,737)

0.9

Gross Profit

831,467

1,006,834

(17.4)

299,087

261,780

14.3

Operating expenses

Selling expenses

(354,650)

(522,582)

(32.1)

(90,805)

(126,801)

(28.4)

General and administrative

expenses

(341,115)

(336,276)

1.4

(106,685)

(98,287)

8.5

Total operating expenses

(695,765)

(858,858)

(19.0)

(197,490)

(225,088)

(12.3)

Operating profit

135,702

147,976

(8.3)

101,597

36,692

176.9

Other income/(expenses)

Financial income

18,154

37,456

(51.5)

3,277

9,398

(65.1)

Financial expenses

(166,524)

(163,931)

1.6

(42,445)

(42,799)

(0.8)

Share of results of associated

companies, net of tax

3,890

845

360.4

470

(146)

n.m.

Share of results of joint ventures,

net of tax

(13,010)

(40,350)

(67.8)

(452)

(33,037)

(98.6)

Foreign exchange gain/(loss)

37,263

(20,497)

n.m.

13,350

25,319

(47.3)

Other operating income

242,628

125,495

93.3

205,092

115,815

77.1

122,401

(60,982)

n.m.

179,292

74,550

140.5

Exceptional items

Gain on disposal of subsidiaries

12,871

-

n.m.

1,379

-

n.m.

Allowance for impairment loss on

property, plant and equipment

(10,747)

(1,345)

699.0

(10,747)

(1,345)

699.0

2,124

(1,345)

n.m.

(9,368)

(1,345)

596.5

Profit before tax

260,227

85,649

203.8

271,521

109,897

147.1

Tax

(47,159)

(83,771)

(43.7)

(29,121)

(30,829)

(5.5)

Profit for the year/period

213,068

1,878

n.m.

242,400

79,068

206.6

Attributable to:

Owners of the Company

193,977

(1,772)

n.m.

239,563

79,314

202.0

Non-controlling interests

19,091

3,650

423.0

2,837

(246)

n.m.

213,068

1,878

n.m.

242,400

79,068

206.6

Note:

(1) n.m. - not meaningful.

2

UNAUDITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2019

Full Year

Full Year

4th Qtr

4th Qtr

2019

2018

2019

2018

US$'000

US$'000

US$'000

US$'000

Profit for the year/period

213,068

1,878

242,400

79,068

Other comprehensive income/(loss):

Items that will not be reclassified subsequently to

profit or loss:

Actuarial (loss)/gain on post-employment benefits

(5,071)

27,015

596

21,015

Share of other comprehensive (loss)/income of joint

ventures

(43)

33,489

(44)

33,540

Changes in fair value of financial assets at fair value

through other comprehensive income

65,859

73,667

14,087

71,413

Items that may be reclassified subsequently to

profit or loss:

Foreign currency translation differences on

consolidation

(5,453)

(20,676)

3,167

3,820

Share of other comprehensive (loss)/income of:

Joint ventures

(149)

(2,580)

(189)

301

Associates

(146)

(576)

188

536

Other comprehensive income, net of tax

54,997

110,339

17,805

130,625

Total comprehensive income for the year/period,

net of tax

268,065

112,217

260,205

209,693

Total comprehensive income attributable to:

Owners of the Company

250,566

109,505

257,679

208,902

Non-controlling interests

17,499

2,712

2,526

791

268,065

112,217

260,205

209,693

ADDITIONAL INFORMATION

Earnings before tax, non-controlling interests, interest on borrowings, depreciation and amortisation, net gain/(loss) from changes in fair value of biological assets, foreign exchange gain/(loss) and exceptional items ("EBITDA")

Full Year

Full Year

4th Qtr

4th Qtr

2019

2018

Change

2019

2018

Change

US$'000

US$'000

%

US$'000

US$'000

%

Earnings before tax, non-

696,695

572,975

21.6

391,966

202,870

93.2

controlling interests, interest on

borrowings, depreciation and

amortisation, net gain/(loss) from

changes in fair value of

biological assets and foreign

exchange gain/(loss) and

exceptional items ("EBITDA")

Interest on borrowings Depreciation and amortisation Net gain/(loss) from changes in fair value of biological assets Foreign exchange gain/(loss) Exceptional items

Profit before tax

Note:

(1) n.m. - not meaningful.

(164,534)

(161,309)

2.0

(41,926)

(42,539)

(1.4)

(311,836)

(284,046)

9.8

(82,489)

(71,060)

16.1

515

(20,129)

n.m.

(12)

(3,348)

(99.6)

37,263

(20,497)

n.m.

13,350

25,319

(47.3)

2,124

(1,345)

n.m.

(9,368)

(1,345)

596.5

260,227

85,649

203.8

271,521

109,897

147.1

3

1(b)(i) A statement of financial position (for the issuer and group), together with a comparative

statement as at the end of the immediately preceding financial year

UNAUDITED STATEMENTS OF FINANCIAL POSITION

Group

Company

As at

As at

As at

As at

31/12/2019

31/12/2018

31/12/2019

31/12/2018

US$'000

US$'000

US$'000

US$'000

Assets

Current Assets

Cash and cash equivalents

209,614

192,766

58

88

Short-term investments

574,747

351,855

-

-

Trade receivables

500,663

533,692

-

-

Other current assets (note (a))

663,376

804,835

11

11

Inventories

1,014,557

1,002,350

-

-

2,962,957

2,885,498

69

99

Non-Current Assets

Long-term receivables and

assets (note (b))

232,523

323,525

-

-

Long-term investments

1,244,214

1,077,772

184,445

175,065

Subsidiary companies

-

-

3,431,525

3,431,355

Associated companies

21,184

17,546

-

-

Joint ventures

185,199

88,723

-

-

Investment properties

105

112

-

-

Property, plant and equipment

2,689,806

2,624,108

-

-

Bearer plants

1,029,815

1,092,166

-

-

Deferred tax assets

232,667

244,023

-

-

Intangible assets

188,217

192,107

-

-

5,823,730

5,660,082

3,615,970

3,606,420

Total Assets

8,786,687

8,545,580

3,616,039

3,606,519

4

UNAUDITED STATEMENTS OF FINANCIAL POSITION (cont'd)

Group

Company

As at

As at

As at

As at

31/12/2019

31/12/2018

31/12/2019

31/12/2018

US$'000

US$'000

US$'000

US$'000

Liabilities and Equity

Current Liabilities

Short-term borrowings

1,852,319

1,376,266

-

-

Bonds and notes payable

-

124,640

-

-

Lease liabilities

18,471

-

-

-

Trade payables

557,707

683,349

-

-

Other payables (note(c))

296,095

287,748

129,689

40,789

Taxes payable

12,513

18,899

-

-

2,737,105

2,490,902

129,689

40,789

Non-Current Liabilities

Bonds and notes payables

111,359

109,971

-

-

Long-term borrowings

1,141,217

1,399,212

-

-

Lease liabilities

20,425

-

-

-

Deferred tax liabilities

85,632

78,080

-

-

Long-term payables and

liabilities

178,149

157,335

-

-

1,536,782

1,744,598

-

-

Total Liabilities

4,273,887

4,235,500

129,689

40,789

Equity Attributable to Owners of the Company

Issued capital

320,939

320,939

320,939

320,939

Share premium

1,216,095

1,216,095

1,850,965

1,850,965

Treasury shares

(31,726)

(31,726)

(31,726)

(31,726)

Other paid-in capital

184,318

184,318

-

-

Other reserves

Option reserve

31,471

31,471

31,471

31,471

Currency translation reserve

(20,071)

(16,702)

-

-

Fair value reserve

172,547

106,688

(22,145)

1,640

PRC statutory reserve

3,820

3,820

-

-

Other reserve

29,731

35,315

-

-

217,498

160,592

9,326

33,111

Retained earnings

2,457,300

2,318,426

1,336,846

1,392,441

4,364,424

4,168,644

3,486,350

3,565,730

Non-Controlling Interests

148,376

141,436

-

-

Total Equity

4,512,800

4,310,080

3,486,350

3,565,730

Total Liabilities and Equity

8,786,687

8,545,580

3,616,039

3,606,519

5

UNAUDITED STATEMENTS OF FINANCIAL POSITION (cont'd)

Note:

(a)

Other Current Assets

Group

Company

As at

As at

As at

As at

31/12/2019

31/12/2018

31/12/2019

31/12/2018

US$'000

US$'000

US$'000

US$'000

Prepaid expenses

21,376

21,370

10

10

Prepaid taxes

150,311

117,481

-

-

Deposits and advances to suppliers

152,816

243,802

-

-

Biological assets

64,304

63,789

-

-

Derivative receivable

104,169

102,742

-

-

Others

157,948

152,546

1

1

650,924

701,730

11

11

Receivable from joint ventures

12,105

68,230

-

-

Receivable from related parties

347

34,875

-

-

663,376

804,835

11

11

(b) Long-Term Receivables and Assets

Group

Company

As at

As at

As at

As at

31/12/2019

31/12/2018

31/12/2019

31/12/2018

US$'000

US$'000

US$'000

US$'000

Loan receivable from joint ventures

and an associated company

21,846

80,793

-

-

Tax recoverable

157,756

204,729

-

-

Advances for plasma plantations, net

4,608

2,651

-

-

Advances for projects

24,831

12,290

-

-

Land clearing

3,959

1,894

-

-

Advances for investment in land

1,495

1,495

-

-

Others

18,028

19,673

-

-

232,523

323,525

-

-

(c)

Other Payables

Group

Company

As at

As at

As at

As at

31/12/2019

31/12/2018

31/12/2019

31/12/2018

US$'000

US$'000

US$'000

US$'000

Advances and deposits

113,102

138,665

-

-

Accrued expenses

59,745

52,038

334

324

Payable to third parties

84,694

63,189

-

-

Others

31,654

30,251

7

7

289,195

284,143

341

331

Payable to related parties

6,900

3,605

129,348

40,458

296,095

287,748

129,689

40,789

6

1(b)(ii) Aggregate amount of group's borrowings and debt securities

As at 31/12/2019

As at 31/12/2018

US$'000

US$'000

Secured

Unsecured

Total

Secured

Unsecured

Total

Amount repayable in

one year or less,

or on demand

1,190,330

680,460

1,870,790

847,888

653,018

1,500,906

Amount repayable

after one year

893,818

379,183

1,273,001

1,219,203

289,980

1,509,183

Total

2,084,148

1,059,643

3,143,791

2,067,091

942,998

3,010,089

Details of any collateral

The secured borrowings are collaterised by certain cash and cash equivalents, short-term investments, inventories, trade receivables, bearer plants, biological assets, and property and plant and equipment.

1(c) A statement of cash flows (for the group), together with a comparative statement for the corresponding period of the immediately preceding financial year

UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2019

Full Year

Full Year

2019

2018

US$'000

US$'000

Cash flows from operating activities

Profit before tax

260,227

85,649

Adjustments for:

307,133

280,407

Depreciation

Amortisation

4,703

3,639

Net (gain)/loss from changes in fair value of biological assets

(515)

20,129

Unrealised foreign exchange gain

(6,080)

(6,135)

Share of results of associated companies, net of tax

(3,890)

(845)

Share of results of joint ventures, net of tax

13,010

40,350

(Gain)/Loss on disposal of property, plant and equipment

(1,051)

793

Property, plant and equipment written off

980

996

Bearer plants written off

748

179

Inventories written off

373

-

Other receivables written off

8,762

3,134

Write-back of impairment loss on inventories, net

(3,445)

(161)

Allowance for impairment loss on property, plant and equipment

10,747

1,345

Provision for expected credit loss on:

Trade receivables, net

179

(9)

Other receivables, net

20,006

1

(Gain)/Loss on disposal of subsidiaries

(12,871)

189

Changes in fair value of financial assets at fair value through profit or loss

(233,807)

(131,537)

Interest income

(18,154)

(37,456)

Interest expense

164,534

161,309

Operating cash flow before working capital changes

511,589

421,977

Changes in operating assets and liabilities:

Trade receivables

(1,230)

(48,442)

Other current assets

75,650

(166,049)

Inventories

(26,651)

63,137

Trade payables

(77,972)

138,633

Other payables

49,377

52,314

Cash generated from operations

530,763

461,570

7

UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2019 (cont'd)

Full Year

Full Year

2019

2018

US$'000

US$'000

Cash generated from operations

530,763

461,570

Interest paid

(164,483)

(153,166)

Interest received

25,604

33,088

Tax paid

(18,874)

(58,225)

Net cash generated from operating activities

373,010

283,267

Cash flows from investing activities

Proceeds from disposal of property, plant and equipment

12,520

5,468

Proceeds from disposal of bearer plants

512

1,083

Capital expenditure on property, plant and equipment

(250,514)

(229,041)

Capital expenditure on bearer plants

(31,759)

(36,854)

Investments in financial assets, net

(41,806)

(130,695)

Investment in an associated company

-

(6,097)

Cash inflow from non-controlling interest for incorporation of a subsidiary

-

136

(Investments in)/Proceeds from Plasma/KKPA Program plantations, net

(1,804)

1,964

Net cash inflow from disposal of subsidiaries

48

70,514

Dividends received from joint ventures

-

34,405

Dividends received from an associated company

-

772

Payments for deferred expenditure and intangible assets

(18,432)

(25,455)

Net increase in long-term receivables and assets

(23,934)

(26,632)

Net cash used in investing activities

(355,169)

(340,432)

Cash flows from financing activities

Proceeds from short-term borrowings

4,893,368

4,911,253

Proceeds from long-term borrowings

308,454

658,467

Proceeds from notes issue

-

112,613

Payments of dividends

(65,745)

(11,537)

Payments of short-term borrowings

(4,523,347)

(4,930,839)

Payments of long-term borrowings

(461,909)

(418,395)

Payments of principal element of leases

(22,700)

-

Payments of bonds and notes payable

(124,869)

(309,262)

Capital subscribed by non-controlling shareholders

22

-

Proceeds from dilution of interests in a subsidiary

-

83,380

Acquisition of additional interests in a subsidiary

-

(28)

Payments of deferred loan charges and bank loan administration costs

(4,267)

(6,172)

Decrease/(Increase) in cash in banks and time deposits pledged

31,530

(766)

Net cash generated from financing activities

30,537

88,714

Net increase in cash and cash equivalents

48,378

31,549

Cash and cash equivalents at the beginning of the year

158,747

127,198

Cash and cash equivalents at the end of the year (See Note below)

207,125

158,747

Note:

Cash and cash equivalents included in consolidated statement of cash flows consist of the following:

31/12/2019

31/12/2018

US$'000

US$'000

Time deposits, cash and bank balances

209,614

192,766

Less: Cash in banks and time deposits pledged

(2,489)

(34,019)

207,125

158,747

8

1(d) (i) A statement (for the issuer and group) showing either (i) all changes in equity or (ii) changes in equity other than those arising from capitalisation issues and distributions to shareholders, together with a comparative statement for the corresponding period of the immediately preceding financial year

<------------------------------------- Attributable to Owners of the Company ----------------------->

Other

Non-

Issued

Share

Treasury

Paid-in

Other

Retained

Controlling

Total

The Group

Capital

Premium

Shares

Capital

Reserves

Earnings

Total

Interests

Equity

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

Balance at

31 Dec 2018

320,939

1,216,095

(31,726)

184,318

160,592

2,318,426

4,168,644

141,436

4,310,080

Effect of adoption

of IFRS 16

-

-

-

-

-

(849)

(849)

-

(849)

Balance at

1 Jan 2019

320,939

1,216,095

(31,726)

184,318

160,592

2,317,577

4,167,795

141,436

4,309,231

Profit for the year

-

-

-

-

-

193,977

193,977

19,091

213,068

Other

comprehensive

income/(loss)

-

-

-

-

56,589

-

56,589

(1,592)

54,997

Total

comprehensive

income for the

year

-

-

-

-

56,589

193,977

250,566

17,499

268,065

Dividends paid for

2018

-

-

-

-

-

(54,258)

(54,258)

-

(54,258)

Dividends paid to

non-controlling

shareholders

-

-

-

-

-

-

-

(11,487)

(11,487)

Change in interests

in subsidiaries

-

-

-

-

(163)

-

(163)

163

-

Disposal of

subsidiaries

-

-

-

-

480

4

484

743

1,227

Capital subscribed

by non-controlling

shareholders

-

-

-

-

-

-

-

22

22

Balance at

31 Dec 2019

320,939

1,216,095

(31,726)

184,318

217,498

2,457,300

4,364,424

148,376

4,512,800

9

1(d) (i) A statement (for the issuer and group) showing either (i) all changes in equity or (ii) changes in equity other than those arising from capitalisation issues and distributions to shareholders, together with a comparative statement for the corresponding period of the immediately preceding financial year

-----------------------------Attributable to Owners of the Company ----------------------------->

Other

Non-

Issued

Share

Treasury

Paid-in

Other

Retained

Controlling

Total

The Group

Capital

Premium

Shares

Capital

Reserves

Earnings

Total

Interests

Equity

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

Balance at

31 Dec 2017

320,939

1,216,095

(31,726)

184,318

56,925

2,260,432

4,006,983

101,570

4,108,553

Effect of adoption

of IFRS 9

-

-

-

-

29,900

70,839

100,739

-

100,739

Balance at

1 Jan 2018

320,939

1,216,095

(31,726)

184,318

86,825

2,331,271

4,107,722

101,570

4,209,292

(Loss)/Income for

the year

-

-

-

-

-

(1,772)

(1,772)

3,650

1,878

Changes in fair

value of financial

assets at FVOCI

-

-

-

-

73,667

-

73,667

-

73,667

Other

comprehensive

income/(loss)

-

-

-

-

37,610

-

37,610

(938)

36,672

Total

comprehensive

income/(loss) for

the year

-

-

-

-

111,277

(1,772)

109,505

2,712

112,217

Dividends paid for

2017

-

-

-

-

-

(11,073)

(11,073)

-

(11,073)

Dividends paid to

non-controlling

shareholders

-

-

-

-

-

-

-

(464)

(464)

Non-controlling

interest for

incorporation of

subsidiaries

-

-

-

-

-

-

-

136

136

Put option reserve

-

-

-

-

(83,380)

-

(83,380)

-

(83,380)

Transaction with

non-controlling

interests

-

-

-

-

45,870

-

45,870

37,482

83,352

Balance at

31 Dec 2018

320,939

1,216,095

(31,726)

184,318

160,592

2,318,426

4,168,644

141,436

4,310,080

10

1(d) (i) A statement (for the issuer and group) showing either (i) all changes in equity or (ii) changes in equity other than those arising from capitalisation issues and distributions to shareholders, together with a comparative statement for the corresponding period of the immediately preceding financial year

The Company

Balance at 1 Jan 2019

Loss for the year

Other comprehensive loss

Total comprehensive loss for the year

Dividends paid for 2018

Issued

Share

Treasury

Other

Retained

Capital

Premium

Shares

Reserves

Earnings

Total

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

320,939

1,850,965

(31,726)

33,111

1,392,441

3,565,730

-

-

-

-

(1,337)

(1,337)

-

-

-

(23,785)

-

(23,785)

-

-

-

(23,785)

(1,337)

(25,122)

-

-

-

-

(54,258)

(54,258)

Balance at 31 Dec 2019

320,939

1,850,965

(31,726)

9,326

1,336,846

3,486,350

Balance at 1 Jan 2018 as

320,939

1,850,965

(31,726)

31,471

48,203

2,219,852

previously announced

Effect of adoption of IFRS 9

-

-

-

(6,873)

-

(6,873)

Balance at 1 Jan 2018

320,939

1,850,965

(31,726)

24,598

48,203

2,212,979

Profit for the year

-

-

-

-

1,355,311

1,355,311

Other comprehensive income

-

-

-

8,513

-

8,513

Total comprehensive income for

-

-

-

8,513

1,355,311

1,363,824

the year

Dividends paid for 2017

-

-

-

-

(11,073)

(11,073)

Balance at 31 Dec 2018

320,939

1,850,965

(31,726)

33,111

1,392,441

3,565,730

1(d)(ii) Details of any changes in the company's share capital arising from rights issue, bonus issue, share buy-backs, exercise of share options or warrants, conversion of other issues of equity securities, issue of shares for cash or as consideration for acquisition or for any other purpose since the end of the previous period reported on. State the number of shares that may be issued on conversion of all the outstanding convertibles, if any, against the total number of issued shares excluding treasury shares and subsidiary holdings of the issuer, as at the end of the current financial period reported on and as at the end of the corresponding period of the immediately preceding financial year. State also the number of shares held as treasury shares and the number of subsidiary holdings, if any, and the percentage of the aggregate number of treasury shares and subsidiary holdings held against the total number of shares outstanding in a class that is listed as at the end of the current financial period reported on and as at the end of the corresponding period of the immediately preceding financial year

Details of the Company's issued and paid-up capital were as follows:

Number/Percentage of treasury shares

Number of issued shares (excluding treasury shares)

As at

31 Dec 2019

31 Dec 2018

102,792,400 / 0.8%

102,792,400 / 0.8%

12,734,756,156

12,734,756,156

There were no movements in the Company's issued share capital (excluding treasury shares) since 31 December 2018.

11

1(d)(iii) To show the number of issued shares excluding treasury shares as at the end of the current financial period and as at the end of the immediately preceding year.

The total number of issued shares excluding treasury shares as at 31 December 2019 and 2018 was 12,734,756,156 ordinary shares.

1(d)(iv) A statement showing all sales, transfers, disposal, cancellation and/or use of treasury shares as at the end of the current financial period reported on.

There were no changes in the number of ordinary shares held as treasury shares by the Company since 31 December 2018.

  1. Whether the figures have been audited, or reviewed and in accordance with which auditing standard or practice
    These figures have not been audited, or reviewed by the auditors.
  2. Where the figures have been audited or reviewed, the auditors' report (including any qualifications or emphasis of matter)

Not applicable.

3A. Where the latest financial statements are subject to an adverse opinion, qualified opinion or disclaimer of opinion, (a) updates on the efforts taken to resolve each outstanding audit issue; (b) confirmation from the Board that the impact of all outstanding audit issues on the financial statements have been adequately disclosed. This is not required for any audit issue that is a material uncertainty relating to going concern.

Not applicable.

  1. Whether the same accounting policies and methods of computation as in the issuer's most recently audited annual financial statements have been applied
    Except as disclosed in Note 5 below, the Group has applied the same accounting policies and methods of computation consistent with those used in the most recent audited annual financial statements for the year ended 31 December 2018.
  2. If there are any changes in the accounting policies and methods of computation, including any required by an accounting standard, what has changed, as well as the reasons for, and the effect of, the change
    The Group adopted various new and revised IFRSs that are relevant to its operations and effective for period beginning 1 January 2018. Except as disclosed below, the adoption of the new and revised IFRSs has had no material financial impact on the Group's financial statements.
    IFRS 16, Leases sets out a revised framework for the recognition, measurement, presentation and disclosure of leases, and replaces existing lease accounting guidance. IFRS 16 requires lessees to recognise right-of-use assets and lease liabilities for all leases with a term of more than 12 months, except where the underlying asset is of low value. The right-of-use asset is depreciated and interest expense is recognised on the lease liability. Right-of-use assets are tested for impairment in accordance with IAS 36, Impairment of Assets. The accounting requirements for lessors have not been changed substantially, and continue to be based on classification as operating and finance leases. Disclosure requirements have been enhanced for both lessors and lessees.
    The Group adopted IFRS 16 on 1 January 2019 based on a permitted transition approach that does not restate comparative information, but recognises the cumulative effect of initially applying SFRS(I) 16 as an adjustment to the opening balance of retained earnings on 1 January 2019. The Group also plans to adopt an expedient offered by IFRS 16, exempting the Group from having to reassess whether pre- existing contracts contain a lease.

12

The Group has entered into leasing arrangements with lessors for rental of office premises and properties as lessee. Prior to adoption of IFRS 16, the Group recognised these arrangement as operating leases and payments made under operating leases are recognised in the income statement on a straight-line basis over the period of the lease. Upon adoption of IFRS 16, the Group recognised the right-of-use assets and lease liabilities. The nature of expenses related to those leases will change as IFRS 16 replaces the straight-line operating lease expense with depreciation charge for right-of-use assets and interest expenses on lease liabilities. The Group does not restate the comparative information for the effect of adopting IFRS 16 due to the exemption in IFRS 16 but has instead recognised the effect in retained earnings and other reserves as at 1 January 2019.

The following reconciliations summarise the impacts of transition to IFRS 16 on the Group's financial statements.

Consolidated statement of financial position as at 31 December 2018 and 1 January 2019

Effect of

At 31 Dec 2018

IFRS 16

At 1 Jan 2019

US$'000

US$'000

US$'000

Property, plant and equipment

2,624,108

47,494

2,671,602

Other current assets

804,835

(3,155)

801,680

Lease liabilities:

Current

-

(25,228)

(25,228)

Non-current

-

(19,960)

(19,960)

Retained earnings

2,318,426

(849)

2,317,577

6. Earnings per ordinary share of the group for the current financial period reported on and the corresponding period of the immediately preceding financial year, after deducting any provision for preference dividends

The Group

Full Year

Full Year

4th Qtr

4th Qtr

2019

2018

2019

2018

Earnings/(Loss) per

ordinary share for the

period after deducting any

provision for preference

dividends:-

(i) Based on weighted

USD1.52cents

(USD0.01cents)

USD1.88cents

USD0.62cents

average number of

ordinary shares

- Weighted average

12,734,756,156

12,734,756,156

12,734,756,156

12,734,756,156

number of shares

(ii) On a fully diluted

Not applicable

Not applicable

Not applicable

Not applicable

basis

- Weighted average

Not applicable

Not applicable

Not applicable

Not applicable

number of shares

13

7. Net asset value (for the issuer and group) per ordinary share based on issued shares excluding treasury shares of the issuer at the end of the (a) current financial period reported on and (b) immediately preceding financial year

The Group

The Company

As at

As at

As at

As at

31 Dec 2019

31 Dec 2018

31 Dec 2019

31 Dec 2018

Net asset value (total assets

less total liabilities) per

US$0.35

US$0.34

US$0.27

US$0.28

ordinary share based on

existing issued share capital

of 12,734,756,156 shares

8. A review of the performance of the group, to the extent necessary for a reasonable understanding of the group's business. The review must discuss any significant factors that affected the turnover, costs, and earnings of the group for the current financial period reported on, including (where applicable) seasonal or cyclical factors. It must also discuss any material factors that affected the cash flow, working capital, assets or liabilities of the group during the current financial period reported on

Full Year 2019

Full Year 2018

Change

Revenue by segment

US$'000

US$'000

%

Plantations and palm oil mills

1,323,745

1,451,275

(8.8)

Palm, laurics and others

6,391,668

7,101,525

(10.0)

Inter-segment eliminations

(1,283,614)

(1,385,372)

(7.3)

Total Revenue

6,431,799

7,167,428

(10.3)

EBITDA by segment

Plantations and palm oil mills

298,977

390,584

(23.5)

Palm, laurics and others

397,864

184,235

116.0

Inter-segment eliminations

(146)

(1,844)

(92.1)

Total EBITDA

696,695

572,975

21.6

Notes:

  1. EBITDA refers to earnings before tax, non-controlling interests, interest on borrowings, depreciation and amortisation, net gain/(loss) from changes in fair value of biological assets, foreign exchange gain/(loss) and exceptional items.
  2. Plantations and palm oil mills segment refers to products from upstream business.
  3. Palm, laurics and others segment refers to processing and merchandising of palm and oilseed based products i.e. bulk, branded, oleo-chemicals and other vegetable oils, as well as production and distribution of other consumer products in China and Indonesia mainly food and beverages.

REVIEW OF PERFORMANCE FOR FULL YEAR ENDED 31 DECEMBER 2019

The Group recorded revenue of US$6,431.8 million for the current year ("FY2019"), a 10.3% decrease compared to US$7,167.4 million in the previous financial year ("FY2018"). Despite weaker crude palm oil ("CPO") prices during the year, EBITDA of the Group was higher at US$696.7 million mainly attributable to improved performance from our palm, laurics and others segment, as well as fair value gain on financial assets recognised in the current year.

PLANTATIONS AND PALM OIL MILLS

Revenue from our plantation and palm oil mills segment decreased by 8.8% to US$1,323.7 million in FY2019, mainly attributable by lower CPO prices and production output. The average international CPO (FOB Belawan) price for the current year was US$523 per tonne, 7.4% lower as compared to US$565 per tonne in the previous year. Total fresh fruit bunch ("FFB") and palm product output for the year decreased to 9,871,000 tonnes and 2,913,000 tonnes respectively as compared to 10,525,000 tonnes and 3,049,000 tonnes respectively in the previous year, primarily affected by the dry weather conditions and the replanting programme. Consequently, EBITDA from our plantations and palm oil mills segment decreased to US$299.0 million in FY2019. EBITDA from our plantations and palm oil mills segment included the allocated net fair value gain on financial assets which is recorded as part of the other operating income.

14

PALM, LAURICS AND OTHERS

Our palm, laurics and others segment refers to all processing and merchandising of palm and oilseeds product, biodiesel, oleo-chemicals and other vegetable oils, as well as production and distribution of other consumer products in China and Indonesia. Revenue from this segment decreased by 10.0% to US$6,391.7 million in FY2019. This was mainly attributable to softer CPO prices and lower sales volume for oilseeds in China, which was offset by the strong demand for biodiesel in Indonesia. Despite lower prices, EBITDA increased from US$184.2 million in FY2018 to US$397.9 million in the current year with better EBITDA margin mainly due to additional contribution from biodiesel and the removal of export levy in Indonesia in the last quarter of 2018 as well as higher allocated net fair value gain on financial assets which is recorded as part of the other operating income.

FINANCIAL EXPENSES, NET

Net financial expenses comprised net interest expenses (after deducting interest income), amortisation of deferred loan charges and other finance charges. Net financial expenses increased from US$126.5 million to US$148.4 million in the current year mainly due to lower interest income from time deposits and investment in the current year.

FOREIGN EXCHANGE GAIN/(LOSS), NET

The Group recorded a net foreign exchange gain of US$37.3 million in the current year as compared to net loss of US$20.5 million in the previous year. This was mainly attributable to the translation gain on net monetary assets as Indonesian Rupiah strengthened against USD during the current year, and fair value gain on forward foreign currency contracts entered to hedge the currency exposure.

SHARE OF RESULTS OF JOINT VENTURES, NET

The Group recorded lower share of loss in joint ventures of US$13.0 million in the current year as compared to US$40.4 million in the previous year. Higher share of loss in the previous year was mainly due to loss incurred by a joint venture which started commercial operations in end of 2017.

OTHER OPERATING INCOME

Net other operating income comprised mainly changes in fair value of biological assets (agricultural produce) and financial assets, income from sales of seedlings and other materials, as well as rental income. Net other operating income increased from US$125.5 million in FY2018 to US$242.6 million in the current year primarily attributable to higher net fair value gain.

EXCEPTIONAL ITEMS

Exceptional items in the current year related to US$12.9 million gain on disposal of certain subsidiaries in Indonesia and US$10.7 million allowance for impairment loss made on certain fixed assets.

TAX

Income tax comprised provision for current and deferred income tax derived by applying the varying statutory tax rates of the different countries in which the Group operates on its taxable profit and taxable temporary difference. No group relief is available for set-off of taxable profits against tax losses of companies within the Group. Net tax expense was lower at US$47.2 million in FY2019 mainly in line with lower taxable income in certain subsidiaries recorded for the current year.

NON-CONTROLLING INTERESTS

Non-controlling shareholders' share of profit increased from US$3.7 million to US$19.1 million in FY2019. This increase was mainly attributable to higher profit recorded in certain subsidiaries.

15

REVIEW OF FINANCIAL POSITION AS AT 31 DECEMBER 2019

The Group adopted IFRS 16, Leases, requiring lessees to recognise right-of-use assets and lease liabilities for all leases with effect from 1 January 2019. The cumulative effect of initial application has been adjusted against the opening balance of retained earnings on 1 January 2019 based on the permitted transition approach. Details and impact of adjustment are disclosed in Note 5 above.

ASSETS

The Group's total assets increased by US$241.1 million to US$8,786.7 million as at end of FY2019 as compared to US$8,545.6 million as at end FY2018.

Total current assets increased by US$77.5 million as at 31 December 2019 mainly due to increase in short-term investments of US$222.9 million mainly resulting from fair value gain, partially offset by decrease in other current assets of US$141.5 million mainly due to lower deposits and advances to suppliers and lower receivables from joint ventures and related parties.

Total non-current assets increased by US$163.6 million mainly due to recognition of right-of-use assets and additional investments in joint ventures, as well as logistics and technology related-investments, partially offset with lower tax recoverable.

LIABILITIES

Total liabilities of the Group increased marginally to US$4,273.9 million as at 31 December 2019. This was mainly attributable to recognition of lease liabilities and higher borrowings, partially offset with lower trade payables.

REVIEW OF CASH FLOWS FOR FULL YEAR ENDED 31 DECEMBER 2019

The Group recorded higher net cash inflow for its operating activities (after payment of taxes and interest expenses) at US$373.0 million in the current year, mainly due to better operating performance and lower working capital requirement for our downstream activities.

Net cash used in investing activities of US$355.2 million was mainly related to capital expenditures on our property, plant and equipment, and additional investments during the current year.

Net cash generated from financing activities of US$30.5 million was mainly due to net proceeds from new loans drawdown, net of dividends payment during the current year.

  1. Where a forecast, or a prospect statement, has been previously disclosed to shareholders, any variance between it and the actual results
    Not applicable.
  2. A commentary at the date of the announcement of the competitive conditions of the industry in which the group operates and any known factors or events that may affect the group in the next reporting period and the next 12 months
    The recent coronavirus COVID-19 outbreak has created uncertainty and is expected to affect the business sentiments and our operating environment. Nonetheless, the outlook of CPO prices remains positive as production growth is expected to slow down given the age profile of the industry and dry weather conditions in 2019, while the demand growth for CPO is estimated to remain stable underpinned by global food and energy demand, particularly the increase in biodiesel consumption in Indonesia. The Group will continue to enhance its integrated operation capabilities in an efficient and innovative way, so as to optimise profit opportunities across the value chain, as well as to improve its yield, cost efficiency and sustainability initiative.

16

11. Dividend

(a) Current Financial Period Reported On

Any ordinary dividend declared for the current financial period reported on? Yes.

Subject to ordinary shareholders' approval at the Annual Meeting to be held on 27 April 2020, the following ordinary dividend has been proposed:

Name of Dividend:

Proposed final dividend

Dividend Type:

Cash

Dividend Amount per share: 0.580 Singapore cents per ordinary share

Number of shares:

12,734,756,156

Tax Rate:

Tax not applicable

(b) Corresponding Period of the Immediately Preceding Financial Year

Any ordinary dividend declared for the corresponding period of the immediately preceding financial year? Yes.

Name of Dividend:

Proposed final dividend

Dividend Type:

Cash

Dividend Amount per share: 0.580 Singapore cents per ordinary share

Number of shares:

12,734,756,156

Tax Rate:

Tax not applicable

(c) Date payable

Subject to ordinary shareholders' approval at the Annual Meeting to be held on 27 April 2020, the proposed final ordinary dividend for financial year ended 31 December 2019 will be payable on 18 May 2020.

  1. Record date
    5.00 p.m. on 6 May 2020

12. If no dividend has been declared/recommended, a statement to that effect Not applicable.

17

13. Interested persons transactions disclosure

Aggregate value of

all interested person

transactions during

Aggregate value of

the year under

all interested person

review (excluding

transactions

Name of interested person ("IP")

Nature of

transactions less

conducted under

relationship

than S$100,000 and

shareholders'

transactions

mandate pursuant

conducted under

to Rule 920

shareholders'

(excluding

mandate* pursuant

transactions less

to Rule 920)

than S$100,000)

FY2019

FY2019

US$

US$

PT Asuransi Sinar Mas

#1

Nil

6,342,955

PT Bank Sinarmas Tbk ("BSM")

#1

Nil

21,549,319

#2

PT Cakrawala Mega Indah ("CMI")

#1

Nil

30,910,700

#3

PT Golden Energy Mines Tbk

#1

Nil

599,659

PT Indah Kiat Pulp & Paper Tbk

#1

Nil

454,227

PT Maritim Sinar Utama

#1

Nil

672,267

PT Pindo Deli Pulp and Paper Mills

#1

Nil

140,160

PT Rolimex Kimia Nusamas ("RKN")

#1

Nil

64,908,268

#4

PT Roundhill Capital Indonesia ("RCI")

#1

Nil

15,680,925

#5

PT Royal Oriental

#1

Nil

1,550,222

PT Sinar Jati Mitra

#1

Nil

476,772

PT Sinar Mas Tjipta

#1

Nil

770,000

Total

Nil

144,055,474

Notes:

*

#1

#2

#3

#4

#5

Renewed at GAR's Annual Meeting on 24 April 2019 pursuant to Rule 920 of the listing manual of the SGX-ST ("Listing Manual").

These IPs are regarded as associates of GAR's controlling shareholder under Chapter 9 of the Listing Manual on interested person transactions.

Time deposits and current account placements with BSM during the year. Principal amount of placements as at 31 December 2019 is approximately US$8.06 million.

Purchase of paper products and chemicals from CMI.

Purchase of fertilizers and chemicals from RKN; sale of oleochemical products to RKN.

Purchase of coal from RCI.

18

PART II - ADDITIONAL INFORMATION REQUIRED FOR FULL YEAR ANNOUNCEMENT

14. Segmented revenue and results for business or geographical segments (of the group) in the form presented in the issuer's most recently audited annual financial statements, with comparative information for the immediately preceding year

For management purposes, the Group is organised into business units based on their products and has two reporting operating segments as follows:

Plantations and palm oil mills- comprises the products from upstream business;

Palm, laurics and others

- comprises the processing and merchandising of palm and oilseed based

products i.e. bulk, branded, oleo-chemicals and other vegetable oils, as

well as production and distribution of other consumer products in China

and Indonesia mainly food and beverages.

Plantations

Palm,

and palm

laurics and

oil mills

others

Eliminations

Total

US$'000

US$'000

US$'000

US$'000

Full year 2019

Revenue from external customers

40,312

6,391,487

-

6,431,799

Inter-segment sales

1,283,433

181

(1,283,614)

-

Total revenue

1,323,745

6,391,668

(1,283,614)

6,431,799

EBITDA

298,977

397,864

(146)

696,695

Other information

Depreciation and amortisation

(211,161)

(100,675)

-

(311,836)

Allowance for impairment loss of property, plant

and equipment

-

(10,747)

-

(10,747)

Net gain from changes in fair value of biological

assets

515

-

-

515

Interest on borrowings

(86,717)

(77,817)

-

(164,534)

Share of profit/(loss) of:

Associated companies

1,076

2,814

-

3,890

Joint ventures

-

(13,010)

-

(13,010)

Full year 2018

Revenue from external customers

65,903

7,101,525

-

7,167,428

Inter-segment sales

1,385,372

-

(1,385,372)

-

Total revenue

1,451,275

7,101,525

(1,385,372)

7,167,428

EBITDA

390,584

184,235

(1,844)

572,975

Other information

Depreciation and amortisation

(187,458)

(96,588)

-

(284,046)

Allowance for impairment loss of property, plant

and equipment

-

(1,345)

-

(1,345)

Net loss from changes in fair value of biological

assets

(20,129)

-

-

(20,129)

Interest on borrowings

(85,733)

(75,576)

-

(161,309)

Share of profit/(loss) of:

Associated companies

149

696

-

845

Joint ventures

-

(40,350)

-

(40,350)

19

GEOGRAPHICAL SEGMENT

An analysis of the Group's revenue from business by geographical location of customers is as follows:

Full Year 2019

Full Year 2018

US$'000

US$'000

China

810,750

853,214

Indonesia

1,092,550

1,081,681

India

1,526,533

1,591,286

Rest of Asia

1,585,289

2,055,937

Europe

922,840

1,015,425

Others

493,837

569,885

6,431,799

7,167,428

15. In the review of performance, the factors leading to any material changes in contributions to turnover and earnings by the business or geographical segments

Not applicable.

16. A breakdown of sales

  1. Sales reported for first half year
  2. Operating loss after tax before deducting non-controlling interests reported for first half year
  3. Sales reported for second half year
  4. Operating profit after tax before deducting non-controlling interests reported for second half year

The Group

2019

2018

% Increase/

US$'000

US$'000

(Decrease)

3,166,532

3,676,231

(13.9)

(35,322)

(24,323)

45.2

3,265,267

3,491,197

(6.5)

248,390

26,201

848.0

17. A breakdown of the total annual dividend (in dollar value) for the issuer's latest full year and its previous full year

2019

2018

US$'000

US$'000

Ordinary - proposed final

54,834

54,258

20

18. Disclosure of person occupying a managerial position in the issuer or any of its principal subsidiaries who is a relative of a director or chief executive officer or substantial shareholder of the issuer pursuant to Rule 704(13) of the Listing Manual of the Singapore Exchange Securities Trading Limited as follows:

Name

Age

Family relationship

Current position and

Details of

with any director,

duties, and the year the

changes in

chief executive

position was first held

duties and

officer and/or

position held,

substantial

if any, during

shareholder

the year

Franky Oesman

62

Brother of Muktar

GAR:

Widjaja

Widjaja, Director of

Chairman and Chief

No changes

GAR

Executive Officer since

2000 and 1996

respectively.

Overall responsible for the

strategic direction and

management of the

Group's operations.

Muktar Widjaja

65

Brother of Franky

GAR:

Oesman Widjaja,

Director and President

No changes

Director of GAR

since 1999 and 2000

respectively.

Jesslyne Widjaja

35

Daughter of Franky

GAR Group:

Oesman Widjaja, Niece

Director - Corporate

No changes

of Muktar Widjaja,

Strategy & Business

Directors of GAR

Development since 2014.

Oversee all corporate

strategy, business

development and

organizational

development activities.

19. Confirmation pursuant to the Rule 720(1) of the listing manual

The Company confirms that it has procured undertakings from all its directors and executive officers in the form set out in Appendix 7.7 under Rule 720(1) of the Listing Manual.

BY ORDER OF THE BOARD

Rafael Buhay Concepcion, Jr.

Director

28 February 2020

Submitted by Kimberley Lye Chor Mei, Director, Corporate Secretarial on 28 February 2020 to the SGX

21

Attachments

  • Original document
  • Permalink

Disclaimer

gar - Golden Agri-Resources Ltd. published this content on 28 February 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 February 2020 04:12:06 UTC