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Financial Statements HZPC Holding

Consolidated balance sheet

Consolidated balance sheet as of 30 June (after profit appropriation)

Assets

(in EUR x 1.000)

  Notes   30-Jun-22   30-Jun-21
FIXED ASSETS          
Intangible fixed assets 1        
Research and development costs   589   1.231  
Concessions, licensces and intellectual property   545   1.090  
      1.134   2.321
           
Tangible fixes assets 2        
Company buildings and land   19.005   18.619  
Plant and equipment   4.820   6.573  
Other fixes operating assets   730   710  
Operating assets under construction   642   63  
      25.197   25.965
           
Financiel fixed assets 3        
Participating interest   1.435   1.440  
Receivables from Association HZPC   0   16  
Other securities   24   25  
Deferred taks assets   2.296   3.311  
Other receivables   289   337  
      4.044   5.129
           
TOTAL FIXED ASSETS     30.375   33.415
           
CURRENT ASSETS          
Inventories 4   3.397   2.178
           
Trade and other receivables          
Trade receivables 5 45.133   47.858  
Account receivables from participating interests 6 425   441  
Taxes, contributions and social insurance 7 10.874   10.998  
Other receivables and accrued income 8 12.775   12.856  
      69.207   72.153
           
Cash and cash equivalents 9   31.818   18.251
           
TOTAL CURRENT ASSETS     104.422   92.582
           
TOTAL ASSETS     134.797   125.997

Liabilities

(in EUR x 1.000)

  Notes   30-Jun-22   30-Jun-21
GROUP EQUITY 10        
           
Shareholders' equity     54.471   52.478
           
Provisions 11        
Pensions   213   184  
Other provisions   422   444  
      635   628
           
Current liabilities          
Debts to credit institutions 12 43.678   36.268  
Accounts payable to suppliers   17.382   16.460  
Debts to Vereniging HZPC   306   0  
Taxes, contributions and social insurances 13 1.415   1.643  
Dividend to be paid   4.702   784  
Other debts and accrued liabilities 14 12.208   17.736  
      79.691   72.891
           
TOTAL LIABILITIES     134.797   125.997

Consolidated profit and loss statement

  Notes   2021/2022   2020/2021
           
Net turnover 15   350.309   312.781
Other operating income 16   1.863   1.840
Total operating revenue     352.172   314.621
           
Cost of raw materials and other consumables and outsourced work   244.758   226.936  
Freight cost   31.862   21.501  
Packaging   11.614   8.967  
Wages and salaries 17 22.739   22.602  
Social security costs and pension costs 17 6.596   6.982  
Depreciation of intangible fixed assets   1.111   1.070  
Depreciation of tangible fixed assets   2.625   2.734  
Impairment of current assets   0   2.292  
Other operating costs 18 22.849   20.682  
Total operating expenses     344.154   313.766
           
Operating income     8.018   855
           
Interest and similar income 19 1.661   190  
Interest and similar expenses 20 -2.256   -1.104  
      -595   -914
           
           
Result before income tax     7.423   -59
           
Corporate income tax 21 -1.853   -166  
Share on result from participating interests   -20   240  
      -1.873   74
           
Net result     5.550   15
           
Total of direct changes in shareholders' equity of the company          
change in foreign currency translation reserve     1.190   -111
Total comprehensive income of the year, net of tax     6.740   -96

Consolidated cash flow statement

(in EUR x 1.000)

Consolidated cash flow statement for the year 2021/2022(in EUR x 1.000)          
  Notes   2021/2022   2020/2021
Operating result   8.018   485  
           
Adjusted for:          
Book result tangible fixed assets   -218   0  
Depreciation/amortisation 1,2 3.736   3.804  
Changes in provisions 11 -7   32  
Changes in working capital   -4.358   -10.640  
Cash flows from business operations   7.171   -6.319  
           
Interest received 19 1.661   253  
Dividend received   63   76  
Income tax received 21 2.275   46  
Interest paid 20 -1.932   889  
Income tax paid 21 -2.535   -2.537  
Cash flow from operating activities   6.703   -7.592  
           
Investments in:          
Intangible fixed assets 1,2 -14   -754  
Financial fixed assets 3 -236   53  
Investments in existing participations 3 0   -140  
Divestments of financial fixed assets   34   0  
Tangible fixed assets 2 -3.316   -6.126  
Disposals of tangible fixed assets 2 1.780   746  
Cash flow from investing activities   -1.752   -6.221  
           
Financing activities          
Increase bank loan   7.410   0  
Dividend paid   -784   -783  
Bought certificates   -46   0  
Cash flow from financing activities   6.580   -783  
           
Net cash flow     11.531   -14.596
Currency and exchange rate differences     2.036   -370
Changes in cash and cash equivalents     13.567   -14.966
           
Cash and cash equivalents at the beginning of the year 9   18.251   33.217
Changes in cash and cash equivalents 9   13.567   -14.966
Cash and cash equivalents at the end of the year 9   31.818   18.251

Notes to the consolidated financial statements 2021/2022

General

The Company, having its legal address in Joure at Edisonweg 5, with Dutch Chamber of Commerce number 807807928, is a private limited liability company under Dutch law, with 100% of its shares held by the Vereniging HZPC (Association HZPC).

The group's primary activities focus on the potato and encompass:

  • research;
  • breeding and cultivation of varieties;
  • (facilitating) growing, trading and distribution of seed and ware potatoes;
  • enabling all other processes in a commercial, industrial and financial context;
  • developing concepts.

The associated growers deliver the seed potatoes they have grown to the company and receive a payment for this. The company is bound to purchasing the harvest proceded by the grower and receives a fee for this. Seed potatoes are grown by a pool-mechanism; in addition, separate agreements are made with growers.

General accounting principles for the consolidated annual accounts

Financial reporting period

These financial statements have been prepared for a reporting period of one year. The financial year of the company runs from 1 July up to and including 30 June of the following year.

Basis of preparation

The financial statements have been prepared in accordance with Title 9, Book 2 of the Netherlands Civil Code. The applied accounting policies are based on the historical cost convention.

Application of Section 402, Book 2 of the Netherlands Civil Code

The financial information of the company is included in the consolidated financial statements. For this reason, in accordance with Section 402, Book 2 of the Netherlands Civil Code, the separate profit and loss account of the company exclusively states the share of the result of participating interests after tax and the general result after tax.

Going concern

Last financial year, sales and margin recovered after the COVID-19 pandemic. The war in Ukraine accelerated the end of the season and had an impact on our customers and thus on our sales and margin. One of the largest customers in the Middle East was back to pre-COVID-19 pandemic levels after ordering less in 2020. Costs were lower as we deferred or delayed several commercial activities. As for the accounts receivable position, the situation is back to pre-COVID-19 levels.

COVID-19 seems to be on the wane but may come back again in the autumn. This time it will surprise us less and we are better prepared for it. The economic impact of the war and related energy crisis and rising inflation is also not yet fully understood.

Management is continuously assessing the available information and risks to take appropriate measures. The funding we have available is sufficient to absorb future regular fluctuations and disruptions. Management continuously monitors the development of turnover and costs to keep a good view on the development of liquidity. In addition, analyses are performed to take additional measures in time. Based on the analyses performed by management and the company's current results and financing position, the financial statements have been prepared on the assumption of going concern. Based on updated forecast in September 2022, we expect to be compliant with the bank's covenants, at least until October 2023.

General valuation

The 2020/2021 figures have been reclassified to allow comparability with 2021/2022, these reclassifications have no impact on the assets and results for the financial year. It concerns the following reclassifications:

  • reclassification of receivables from growers from other receivables to debtors (EUR 1,465,000)
  • reclassification of exchange differences from net turnover to interest expenses (EUR 370,000)
  • reclassification of charged-on pallets from net turnover to packaging (EUR 262,000)

Unless stated otherwise, assets and liabilities are shown at nominal value.

An asset is disclosed in the balance sheet when it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the cost of the asset can be measured reliably. A liability is recognised in the balance sheet when it is expected to result in an outflow from the entity of resources embodying economic benefits and the amount of the obligation can be measured with sufficient reliability.

Income is recognised in the profit and loss account when an increase in future economic potential related to an increase in an asset or a decrease of a liability has arisen, the size of which can be measured reliably. Expenses are recognised when a decrease in the economic potential related to a decrease in an asset or an increase of a liability has arisen, the size of which can be measured with sufficient reliability.

If a transaction results in a transfer of future economic benefits and or when all risks relating to assets or liabilities transfer to a third party, the asset or liability is no longer included in the balance sheet. Assets and liabilities are not included in the balance sheet from the date upon which economic benefits are not probable and/or cannot be determined with sufficient reliability.

Revenues and expenses are allocated to the period to which they relate. Revenues are recorded when the company has transferred the significant risks and rewards of ownership of the seed potatoes and ware potatoes to the buyer. 

Licences are considered as income when third parties have exercised the right of use of the company’s assets.

The financial statements are presented in euros, the company’s functional currency. All financial information in euros has been rounded to the nearest thousand, unless indicated otherwise.

Use of estimates

The preparation of the financial statements requires the management to form opinions and to make estimates and assumptions that influence the application of principles and the reported values of assets and liabilities and of income and expenditure. Actual results may differ from these estimates. The estimates and the underlying assumptions are constantly assessed. Revisions of estimates are included in the period in which the estimate is revised and in future periods for which the revision has consequences.

The accounting policy on trade receivables is, in the opinion of the management, the most critical for the purpose of presenting the financial position and requires estimates and assumptions related to customer credit risk, which is dependent on the customer, the geographic region and economic circumstances.

Consolidation principles

The consolidated financial statements include the financial data of the company and its group companies. Group companies are legal entities and companies in which dominant control is exercised. This includes financial instruments containing potential voting rights if they have economic significance.

For an overview of the consolidated group companies, please refer to the Table of participating interests (PDF, pages 70 and 71).

Newly acquired participating interests are included in the consolidation from the point in time at which a controlling interest can be exercised. Participating interests which have been disposed of are included in the consolidation up to the point in time when this interest ended. Joint ventures are not consolidated but valued at net asset value.

Notes to the consolidation method

The items in the consolidated financial statement are drawn up in accordance with uniform principles for valuation and determination of the result for the group.

In preparing the consolidated financial statements, intra-group debts, receivables and transactions are eliminated, as are the results realised within the group. If transactions occur with a non-consolidated participating interest, which does not qualify as a group company and which is valued in accordance with the equity method, the profit or loss which emanates from this transfer is processed pro rata on the basis of the relative interest that third parties have (proportional determination of results). A loss which emanates from the transfer of current assets or a particular reduction in value of fixed assets is processed completely.

The Group companies are consolidated in full with minority interest presented within Group equity separate from shareholders’ equity. If losses to be assigned to the minority interest of third parties exceed the minority interest in the shareholders' equity of the consolidated company, the difference and any additional losses are charged completely to the majority shareholder. The share of third parties in the result is placed separately as the final item in the consolidated profit and loss account set against the group result.

Participating interests (direct and indirect) as of 30 June 2022

HZPC Holding B.V. in Joure, is the parent company of a group with the following participations:

HZPC SBA Europe B.V. with its participation:  
Consolidated: Interest:
HZPC SBA Europe B.V. in Joure, the Netherlands 100%
HZPC Holland B.V., in Joure, the Netherlands 100%
HZPC Belgium B.V., in Emmeloord, the Netherlands 100%
ZOS B.V. in Leeuwarden, the Netherlands with its participation: 100%
ZOS WEHE B.V., in Wehe-den Hoorn, the Netherlands 100%
HZPC France SAS, in La Chapelle d’Armentieres, France 100%
with its participation:  
Fleur de Lys - SARL, in La Chapelle d’Armentieres, France 100%
Patatas HZPC España S.L., in Torrent, Spain 100%
HZPC Portugal Lda, in Mira, Portugal 100%
HZPC UK Ltd., in Crowle Scunthorpe, United Kingdom 100%
HZPC Deutschland GmbH, in Eydelstedt, Germany 100%
HZPC Polska Sp. z o.o., in Poznan, Poland 100%
HZPC Kantaperuna Oy, in Tyrnävä, Finland 100%
AO HZPC Sadokas, in Sint Petersburg, Russia 100%
HZPC SBDA B.V. with its participation:  
Consolidated: Interest:
HZPC SBDA B.V. in Joure, the Netherlands 100%
HZPC Americas Corp., in Charlottetown, Canada 100%
HZPC América Latina S.A., in Buenos Aires, Argentina 100%
HZPC China Ltd, in Hongkong, China 100%
with its participation:  
Beijing HZPC Agricultural consultancy Co. Ltd., in Beijing, China 100%
HZPC Ltd, te Hongkong, China 100%
with its participation:  
Hebei HZPC Potato Science and Technology Development Co., Ltd., in Langfang, China 100%
Solentum B.V., in Joure, the Netherlands 100%
   
Non-consolidated:  
Semillas SZ S.A., in Santiago, Chile 20%
La Flor Limitada S.A., in Santiago, Chile 20%
Mahindra HZPC Ltd., in Chandigarh, India 40,05%
Fries4all B.V., in Joure, the Netherlands 33%
IPR B.V., in Joure, the Netherlands (consolidated) 100%
HZPC Research B.V., in Metslawier, the Netherlands (consolidated) 100%
STET Holland B.V. with its participation:  
Consolidated:  
STET Holland B.V., in Emmeloord, the Netherlands 100%
STET Potato UK Ltd., in Lincoln, United Kingdom 100%
STET France SARL, in Bapaume, France 100%
STET Rus LLC, in Moskou, Russia 100%
   
Non-consolidated:  
D.S.S. Opslag B.V., in Dronten, the Netherlands 50%
N.V. Breeders Trust, in Brussels, Belgium (non-consolidated) 21,7%
The HZPC Connecting Growers Foundation is part of the group and is 100% included in the consolidated figures. The capital interests are unchanged compared to the previous financial year, with the exception of the interest in N.V. Breeders Trust. The interest in N.V. Breeders Trust was 22.7% in the previous financial year.

Transactions in foreign currencies

Transactions denominated in foreign currency are converted into the relevant functional currency of the group companies at the exchange rate prevailing on the transaction date. Monetary assets and liabilities denominated in foreign currency are converted at the balance sheet date into the functional currency at the exchange rate prevailing on that date.

The fluctuations in currency exchange rates that occur during the conversion and processing are recorded in the period in which they occur with the exception of the fluctuations in exchange rates on monetary items that  form part of the net investment in a foreign operation. Non-monetary assets and liabilities denominated in foreign currency that are stated at historical cost are converted into euros at the prevailing exchange rates on the transaction date. Fluctuations that occur in the foreign currency rates during conversion are recorded as expenditure in the profit and loss account.

Foreign operations

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on consolidation, are converted into euros at the prevailing exchange rates on the balance sheet date. Income and expenses of foreign operations are converted into euros at the exchange rate applying on the transaction date.

Currency translation differences are recognised in the translation differences reserve. On disposal of business operations abroad, the relevant cumulative amount of translation differences recognised in equity is recognised in the income statement as part of the result on disposal.

Development of most important foreign exchange currencies

The development of the foreign exchange rate of the most important currencies:

EUR 1 t.ov. Foreign currency Rate 30-06-2022 Average exchange rate Rate 30-06-2021
Canadian Dollar 1,349 1,427 1,471
British Pound 0,862 0,847 0,859
Polish Zloty 4,699 4,614 4,502
American Dollar 1,048 1,128 1,193
Russian Rubel 57,495 85,557 86,164

Financial instruments

Financial assets and financial liabilities are recognised in the balance sheet when contractual rights or obligations arise in respect of that instrument. A financial instrument is derecognised if a transaction results in all or substantially all rights to economic benefits and all or substantially all risks relating to the position being transferred to a third party. Financial instruments (and individual components of financial instruments) are presented in the consolidated financial statements in accordance with the substance of the contractual terms. Presentation is made on the basis of individual components of financial instruments as financial assets, financial liabilities or equity.

Financial instruments include primary financial instruments such as receivables, securities and payables, as well as financial derivatives.

Financial and non-financial contracts may contain arrangements that meet the definition of derivatives. Such an arrangement is separated from the primary contract and accounted for as a derivative if its economic characteristics and risks are not closely related to those of the primary contract, a separate instrument with the same terms would meet the definition of a derivative, and the combined instrument is not measured at fair value through profit or loss.

Embedded financial instruments that are not separated from the host contract are accounted for in accordance with the host contract.

Derivatives separated from the host contract are measured, in accordance with the accounting policy for derivatives to which no cost price hedge accounting is applied, at cost or lower fair value.

Financial instruments are initially recognised at fair value, with (dis)premium and directly attributable transaction costs included in the initial recognition. The fair value of a financial instrument is the amount for which an asset could be traded or a liability settled between knowledgeable, willing parties in an arm's length transaction. However, if financial instruments are measured at fair value through profit or loss on subsequent measurement, directly attributable transaction costs are recognised directly in profit or loss on initial measurement.

After initial recognition, financial instruments are measured as described below.

Financial instruments held for trading

If the company has acquired or is contracted to acquire financial instruments for the purpose of selling the instrument in the short term, it forms part of the trading book and after initial recognition, is valued at fair value and changes in the fair value are recorded in the profit and loss account.

Loans granted and other receivables

Loans and other receivables are valued at amortised cost after initial recognition on the basis of the effective interest method, less impairment losses.

Current liabilities and other financial obligations

Long-term and current liabilities and other financial obligations are carried at amortised cost on the basis of the effective interest method.

The repayment obligations for the coming year with respect to long-term debts shall be included under short-term debts.

Hedge accounting for valuation of derivatives at cost

If the cost model for hedge accounting is applied, then no revaluation of the derivative instrument takes place, as long as the derivative hedges the specific risk of a future transaction that is expected to take place. As soon as the expected future transaction leads to recognition in the profit and loss account, then the profit or loss that is associated with the derivative is recognised in the profit and loss account.

If the hedged position of an expected future transaction leads to the recognition in the balance sheet of a non-financial asset or a non-financial liability, then the cost of the asset is adjusted by the hedge results that have not yet been recognised in the profit and loss account.

If forward exchange contracts are concluded to hedge monetary assets and liabilities in foreign currencies, cost hedge accounting is applied. This is done to ensure that the gains or losses arising from the translation of the monetary items recognised in the profit and loss account are offset by the changes in the value of forward exchange contracts arising from the difference between the spot rates as at inception of the contract and the spot rates as at the reporting date. The difference between the spot rate at the inception of the contract and the forward rate is amortised via the profit and loss account over the term of the contract.

When a derivative expires or is sold, the accumulated profit or loss that has not yet been recognised in the profit and loss account prior to that time is included as a deferral in the balance sheet until the hedged transactions take place If the transactions are no longer expected to take place, then the accumulated profit or loss is transferred to the profit and loss account If a derivative no longer meets the conditions for hedge accounting, but the financial instrument is not sold, then the hedge accounting is also terminated. Subsequent measurement of the derivative instrument is then at the lower of cost or market value.

Conditions for hedge accounting

The company documents its hedging relationships in generic hedging documentation and regularly checks the effectiveness of the hedging relationships by establishing whether the hedge is effective or that there is no over-hedging.

At each balance sheet date, the company assesses the degree of ineffectiveness of the combination of the hedge instrument and the hedged position (the hedging relationship). The degree of ineffectiveness of the hedging relationship is determined by comparing the critical features of the hedging instrument against the hedged position. If the critical features, assessed in the context of the hedging relationship, are matching (matched) each other, there is (has been) no ineffectiveness. If the critical features, assessed in the context of the hedging relationship, are not matching (did not match) each other, there is (has been) ineffectiveness. In that case, the extent of ineffectiveness would be established by comparing the change in fair value of the hedging instrument, with the change in fair value of the hedged position. If there is a cumulative loss on the hedging relationship over the period between initial recognition of the hedging instrument and the balance sheet date, the ineffectiveness (loss) is directly recognised in the profit and loss account.

Impairment of financial assets

A financial asset that is not valued at (1) fair value with value changes reflected in the profit and loss account, or at (2) amortised cost or lower market value, is assessed at each reporting date to determine whether there is objective evidence that the asset is impaired. A financial asset is deemed to be impaired if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset that have had a negative impact on the estimated future cash flows of that asset, and which can be reliably estimated.

Objective evidence that financial assets are subject to impairment includes non-compliance with payment obligations or payment default by a debtor, restructuring of an amount payable to the company under conditions that otherwise would not have been considered by the company, indications that a debtor or issuer is approaching bankruptcy, or the disappearance of an active market for a security.

In addition, subjective and objective indicators of an impairment would be considered. Examples include the loss of active markets in the case of financial assets with a market listing, a reduction in the creditworthiness of the other party, i.e. the legal person or debtor of the issued instrument, or a reduction in the fair value of a financial asset to beneath the cost price or the amortised cost.

An impairment loss in respect of a financial asset valued at amortised cost is calculated as the difference between its book value and the present value of the estimated future cash flows discounted at the asset’s original effective interest rate. Losses are recorded in the profit and loss account. Interest on a particular asset subject to impairment will continue to be accounted for via addition of interest from the asset with the original effective interest of the asset.

When, in a subsequent period, the amount of an impairment loss decreases, and the decrease can be related objectively to an event occurring after the impairment was recognised, the decrease in impairment loss is reversed through profit or loss (up to the amount of the original cost).

Offsetting financial instruments

A financial asset and a financial liability are offset when the entity has a legally enforceable right to set off the financial asset and financial liability and the company has the firm intention to settle the balance on a net basis, or to settle the asset and the liability simultaneously.

If there is a transfer of a financial asset that does not qualify for de-recognition in the balance sheet, the transferred asset and the associated liability are not offset.

Accounting principles for evaluation assets and liabilities

Intangible fixed assets

The intangible fixed assets are valued against acquisition price or production price with reductions applied due to cumulative depreciations and impairment losses. The outlays following initial recording of an intangible fixed asset that has been purchased or produced are added to the acquisition or production price if it is probable that the outlays will lead to an increase in the future economic benefits and the outlays and the allocation to the asset can be reliably determined. If the conditions cannot be met, the outlays are recorded as costs in the profit and loss account.

Goodwill

Goodwill represents the excess of the cost of the acquisition over the company’s interest in the net realisable value of the assets acquired (including transaction costs directly related to the acquisition) and the 'conditional' liabilities assumed at the transfer date, less cumulative amortisation and impairment losses.

Goodwill paid upon the acquisition of foreign group companies and subsidiaries is converted at the exchange rates on the date of the transaction. The capitalized goodwill is amortised on a linear basis over an estimated economic useful life of five years. Internally generated goodwill is not capitalised.

Development costs (software)

Development costs are capitalised to the extent that they relate to projects deemed commercially viable (software). The development of an intangible asset is deemed commercially viable if it is technically feasible to complete the asset, the company intends to complete the asset and then use it or sell it (including the availability of adequate technical, financial and other means of achieving this), the company has the ability to use or sell it actively, it is likely to generate future economic benefits and the expenditures during the development can be reliably determined.

Development costs are valued at production cost, less accumulated amortisation and impairment losses. The manufacturing price mainly comprises the employee's salary costs. The capitalised costs are depreciated after the completion of the development phase (actively ready for commissioning) over the estimated useful life, which is 3 to 7 years. Depreciation takes place according to the linear method. The costs for development and other costs for research have been fully charged to the result in the period in which they are incurred. For the part of the capitalised development costs not yet written off, a legal reserve is created.

Concessions, licences and intellectual property

The intellectual property rights are valued at the amount of realised costs less reductions applied due to cumulative depreciations and impairment losses where applicable. The annual depreciation amounts to a fixed percentage of the realised costs. The economic lifespan of seven years and the depreciation method are re-assessed at the end of each financial year.

Tangible fixed assets

Land and buildings, machines and other fixed operating assets are stated at cost, less accumulated depreciation and impairment losses. The cost consists of the price of acquisition or manufacture, plus other costs that are necessary to get the assets to their location and condition for their intended use The cost of self-constructed assets includes the purchase cost of materials and consumables and other costs that can be directly attributed to the manufacturing.

Investment subsidies are deducted from the cost price of the assets to which the subsidies relate.

Depreciation is calculated as a percentage of the purchase value in accordance with the linear method on the basis of the economic lifespan while taking residual value into account. Depreciation does not take place on land and assets in progress. Depreciation starts at the moment that an asset is available for the intended use and it ends at the time at which use is discontinued or its disposal.

The following depreciation percentages are applied:

• Company buildings 4% - 20%
• Machines and equipment 10% - 33.3%
• Other fixed operating assets: 10% - 33.3%

Major maintenance costs are recognised in cost as soon as they arise and the capitalisation criteria are met. The carrying amount of the items to be replaced is then considered disinvested and charged to the income statement in a lump sum. All other maintenance costs are recognised directly in the income statement.

Participating interests with significant influence

Participating interests where significant influence is exercised over the business and financial policy are valued according to the equity method on the basis of net asset value. If valuation on the basis of the net asset value cannot take place as the information necessary for this cannot be obtained, the participation is valued according to the visible shareholders' equity.

In assessing whether the company has significant influence over the business and financial policies of a participating interest, all facts and circumstances and contractual relationships, including potential voting rights, are taken into account.

Participating interests where the company exercises joint control along with other participants, such as in joint ventures, are valued in the same way.

The net asset value is calculated on the basis of the company’s accounting policies. If the participating legal entity transfers an asset or a liability to a participation that is valued according to the equity method, the profit or loss resulting from this transfer is recorded pro-rata on the basis of the relative interest that third parties have in the participations (proportional determination of results). A loss that results from the transfer of current assets or a particular reduction in value of fixed assets is recorded completely. Results on transactions involving transfer of assets and liabilities between the Company and its participating interests and mutually between participating interests are eliminated to the extent that these cannot be regarded as having been realised.

Participations with a negative net asset value are valued at zero and a share in the profit of the participation in later years is only recorded if and to the extent that the cumulative share that has not been recorded is entered in the loss. However, if the company fully or partially guarantees the debts of the relevant participating interest, or it has the constructive obligation to enable the participating interest to pay its debts (for its share therein), then a provision is recognised accordingly to the amount of the estimated payments by the company on behalf of the participating interest. This provision is recognised primarily to the debit of the receivables on the respective participating interest and for the remainder, is presented under provisions.

Participating interests with no significant influence

Participations over which no meaningful control is exercised are valued on the basis of the acquisition price or lower recoverable value. If the situation involves a firm intention to sell, valuation occurs against the possible lower expected sale value. If a legal entity transfers an asset or a liability to a participation that is valued at the acquisition price or current value, the profit or loss emanating from this transfer is recorded in the consolidated profit and loss account fully and directly unless the profit on the transfer is not realised in essence.

Other financial fixed assets

For the valuation of other financial fixed assets, reference is made to the principles under deferred taxes and financial instruments. Other securities are valued at amortised cost. 

Impairment

For tangible and intangible fixed assets an assessment is made as of each balance sheet date as to whether there are indications that these assets are subject to impairment. If there are such indications, then the recoverable value of the asset is estimated. The recoverable value is the higher of the value in use and the net realisable value.

If it is not possible to determine the recoverable value of an individual asset, then the recoverable value of the cash flow generating unit to which the asset belongs is estimated.

If the book value of an asset (or a cash flow generating unit) is higher than the recoverable value, an impairment loss is recorded for the difference between the book value and the recoverable value. In the event of an impairment loss of a cash flow generating unit, the loss is first allocated to goodwill that has been allocated to the cash flow generating unit. Any remaining loss is allocated to the other assets of the unit in proportion to their carrying values.

In addition an assessment is made on each balance sheet date whether there is any indication that an impairment loss that was recorded in previous years has decreased. If there is such indication, then the recoverable value of the related asset (or cash flow generating unit) is estimated. Reversal of an impairment loss that was recorded in the past only takes place in the event of a change in the estimates used to determine the recoverable value since the recording of the last impairment loss. In such case, the book value of the asset (or cash flow generating unit) is increased up to the amount of the estimated recoverable value, but not higher than the carrying value that would have applied (after depreciation) if no impairment loss had been recorded in prior years for the asset (or cash flow generating unit).

An impairment loss for goodwill is not reversed in a subsequent period. Contrary to what is stated before, at each reporting date the recoverable amount is assessed for the following assets (irrespective of whether there is any indicator of an impairment):

  • intangible assets that have not been put into use yet;
  • intangible assets that are amortised over a useful life of more than 20 years (counting from the moment of initial operation/use).

The recovery of an exceptional devaluation loss for a cash flow generating unit must be attributed to the book value of the assets, i.e. not goodwill, on a pro rata basis, based on the book value of the unit’s assets.

Losses are recorded in the profit and loss account. Interest on a particular asset subject to impairment will continue to be accounted for via addition of interest from the asset with the original effective interest of the asset.

Disposal of fixed assets

Fixed assets available for sale are stated at the lower of their book value and net realisable value.

Inventories

Inventories are valued at cost or lower realisable value. The cost price is made up of the acquisition price or production price with the addition of other costs connected with keeping the inventories at their present level and in their present condition. The realisable value is based on the most reliable estimate of the amount that the inventories are expected to yield.

Raw materials and consumables (packaging materials and components) are valued at the lower of cost price – determined in accordance with the first-in, first-out (FIFO) principle – and market value.

Inventories of finished product and mini-tubers which have been grown by the company itself, is valued at manufacturing price based on costs that are directly attributable to manufacturing. The main part of this is personnel expenses.

The valuation of stocks includes possible impairments that arise on the balance sheet date.

Receivables and securities

The accounting policies applied for the valuation of trade and other receivables and securities are described under the heading ‘Financial instruments’. The valuation of all individually significant receivables is assessed on an individual basis whether there are objective indications of impairment. For individually immaterial receivables, this assessment is made on an individual basis.

Cash and cash equivalents

Cash and cash equivalents are valued on the basis of nominal value. If cash and cash equivalents are not freely available, this is taken into account during the valuation. Cash and cash equivalents in foreign currency are converted into the reporting currency on the balance sheet date at the exchange rate applying on that date. Reference is made to the pricing principles for foreign currency.

Shareholders' equity

Financial instruments that are designated as equity instruments by virtue of the economic reality are presented under shareholders’ equity. Payments to holders of these instruments are deducted from the shareholders’ equity as part of the profit distribution.

Financial instruments that are designated as a financial liability by virtue of the economic reality are presented under liabilities Interest, dividends, income and expenditure with respect to these financial instruments are recorded in the profit and loss as financial income or expense.

Provisions

A provision is recorded in the balance sheet if the following applies:

  • a legally enforceable or constructive obligation, arising from a past event; whereby
  • a reliable estimate can be made; and
  • it is probable that an outflow of resources will be required to settle the obligation.

If all or part of the payments that are necessary to settle a provision are likely to be fully or partially compensated by a third party upon settlement of the provision, then the compensation amount is presented separately as an asset.

Pension and jubilee provisions

A provision for pension and for long service is included for the obligations based on pension administration regulations or similar commitments. The long-service provision is the provision for future long-service awards. The provision is recognised for the present value of the future long-service awards, which is calculated on the basis of the commitments made, the likelihood of the staff concerned remaining with the Company, and their age.

See also the accounting principles wages and salaries and note 11 to the consolidated balance sheet.

Current liabilities

The valuation of current liabilities is explained under the heading ‘Financial instruments’.

Revenue recognition

Sales of seed potatoes and ware potatoes

Revenue from the sale of goods is measured at the fair value of the consideration received or receivable, net of returns and allowances, trade discounts and volume rebates. Revenue from the sale of potatoes is processed in the profit and loss account when the significant risks and rewards of ownership have been transferred to the buyer, recovery of the payment due is probable, the associated costs and possible return of the potatoes can be estimated reliably, and there is no continuing involvement with the potatoes.

The transfer of risks and benefits varies according to the conditions of the relevant sales contract.

Services

Revenue from the rendering of services is recorded in the net turnover at the fair value of the consideration received or receivable following deduction of concessions and reductions. These revenues are recorded in the profit and loss account when the revenue amount can be determined in a reliable manner, collection of the related compensation to be received is probable, the extent to which the services have been performed on the balance sheet date can be determined reliably, and the costs already incurred and (possibly) yet to be incurred to complete the service can be determined reliably.

Licenses

Licences are paid when third parties have exercised the right to use the company’s assets, such as varieties developed by the company. If the group acts on behalf of varieties developed by third parties, the net operating income is included after the deduction of the payments to these third parties as the Company does not bear the customer credit risk on these licences. Turnover is recorded if the scope of the payment to be received can be reliably determined and the collection of it is probable.

Grants

Government grants are initially recorded in the balance sheet as deferred income when there is reasonable assurance that they will be received and there will be full compliance with the conditions associated with them. Grants that offset incurred costs are recorded as income in the profit and loss account on a systematic basis in the same period in which the costs are incurred. Government grants to offset the costs of an asset are deducted from the cost price of the asset and therefore systematically recorded in the profit and loss account over the useful life of the asset.

Costs of outsourced work and other external costs

This concerns costs that are directly attributable to net turnover such as cost of trade goods, services, transport, loading and packaging.

Personnel expenses

Personnel remuneration is recorded as an expense in the profit and loss account in the period in which the services are provided and, to the extent not already paid, recorded as a liability on the balance sheet. If the amounts already paid exceed the compensation payable, the excess is recorded as a current asset to the extent that there will be reimbursed by the staff or by set-off against future payments by the company. An expected compensation due to profit sharing and bonus payments are recognized when the obligation to pay that fee has arisen can be made on or before the balance sheet date and a reliable estimate of the liabilities.

For rewards with building rights, profit sharing and bonuses of the projected costs are taken into account during the service. A liability is recorded on the balance sheet date.

The recognised obligation relates to the best estimate of the amounts required to settle the obligation at the balance sheet date. The best estimate is based on contractual agreements with employees (collective bargaining agreements and individual employment contracts). Additions to and releases of liabilities are charged or credited to the profit and loss account.

Dutch Pension scheme

The pension commitments are placed with a pension fund. The scheme is financed under the Dutch pension system via contributions to an industry pension fund.

The pension obligations are valued according to the ‘obligation to the pension provider approach’. In this approach, the premium payable to the pension provider is accounted for as a liability in the profit and loss account. Based on the implementation agreement, it is assessed whether and, if so, what obligations exist in addition to the payment of the annual pension payable to the pension provider on the balance sheet date.

These additional obligations, including any obligations arising from the pension provider's recovery plans, result in charges for the group and are recorded in the balance sheet in a provision. The recorded liability relates to the best estimate of the amounts required to settle it by the balance sheet date. If the effect of the time value of money is material, the liability is valued at the present value. Discounting takes place on the basis of interest rates of high-quality corporate bonds. Additions to, and releases of, liabilities are charged or credited to the profit and loss account. At the end of the financial year 2020/2021 there were no pension claims and no liabilities for the group in addition to the payment of the annual pension payable to the pension provider.

The accrual of pension entitlements is always financed by means of (as a minimum) cost-cutting premium payments in the relevant calendar year. The pension scheme is a middleman scheme for both active and inactive participants (deferred pensioners and pensioners) – conditional supplement. The supplement depends on the investment return.

The annual accrual of pension entitlements amounts to 1.70% of the pensionable salary based on the gross salary minus a franchise (EUR 14,618). The pensionable salary is maximised (at EUR 59.706). The annual premium payable to the employer amounts to 100% of the pensionable salary. The amount of the premium is determined annually by the Board of the branch pension fund on the basis of coverage and expected returns. As of 30 June 2021, the coverage rate of the industry-funded pension fund concerned will be 122.3% according to the fund's statement. Based on the implementing regulation, the group has no obligation to meet additional contributions other than by higher future premiums in case of a shortfall in the fund.

In addition to the basic pension plan, there is also a surplus pension plan based on a defined premium plan.

Foreign pension plans

Pension plans that are comparable in design and functioning to the Dutch pension system, having a strict segregation of the responsibilities of the parties involved and risk sharing between the said parties (company, fund and members), are recorded and measured in accordance with Dutch pension plans (see previous section). For foreign pension plans that are not comparable in structure and function to the Dutch pension system, a best estimate is made of the commitment as of the balance sheet date. This commitment should then be stated on the basis of an actuarial valuation principle generally accepted in the Netherlands.

Leasing

The Company may enter into financial and operating leases. A lease contract where the risks and rewards associated with ownership of the leased property are transferred substantially or wholly to the lessee, is referred to as a financial lease. All other lease contracts are classified as operational leases.

In classifying leases, the economic reality of the transaction is decisive rather than its legal form. If the Company acts as lessee in an operating lease, then the leased property is not capitalised. Lease payments regarding operating leases are charged to the profit and loss account on a linear basis over the lease period. The Company has only operational lease agreements.

Interest income and charges

Interest income is recorded in the profit and loss account on an accrual basis, using the effective interest rate method. Interest charges and similar charges are accounted for in the period to which they refer.

Corporate income tax

Corporate income taxes include the tax on profit and deferred tax due and payable for the reporting period. Corporate income tax is recognised in the profit and loss account except to the extent that it relates to items recognised directly to equity, in which case it is recognised in equity.

Current tax comprises the expected tax payable or receivable on the taxable profit or loss for the financial year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to the tax payable in respect of previous years.

If the carrying values of assets and liabilities for financial reporting purposes differ from their values for tax purposes, this results in temporary differences. A provision for deferred tax liabilities is recognised for taxable temporary differences.

For deductible temporary differences, unused loss carry forwards and unused tax credits, a deferred tax asset is recognised, but only in so far as it is probable that taxable profits will be available in the future for offset or compensation. Deferred tax assets are reviewed on each reporting date and reduced to the extent that it is no longer probable that the related tax benefit will be realised. For taxable temporary differences related to group companies, foreign branches, associates and interests in joint ventures, a deferred tax asset is recognised unless the company is able to control the timing of the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.

For deductible temporary differences regarding group companies, foreign branches, associates and interests in joint ventures, a deferred tax asset is only recognised in so far as it is probable that the temporary difference will reverse in the foreseeable future and that taxable profit will be available to offset the temporary difference. The measurement of deferred tax liabilities and deferred tax assets is based on the tax consequences following from the manner in which the company expects, at the balance sheet date, to realise or settle its assets, provisions, debts and accrued liabilities. Deferred tax assets and liabilities are stated at nominal value.

Share in result of participating interests

The share in the result of participating interests consists of the share of the group in the results of these participating interests, determined on the basis of the accounting principles of the group. Gains or losses on transactions involving the transfer of assets and liabilities between the company and its non-consolidated participating interests or between non-consolidated participating interests themselves have not been recorded to the extent that they cannot be regarded as realised. The results of participating interests acquired or sold during the financial year are recorded in the group result from the date of acquisition or until the date of sale respectively.

Cash flow statement

The cash flow statement has been prepared on the basis of the indirect method. Cash flows in foreign currencies have been converted to euros using the weighted average conversion rates for the relevant periods.

The cash in the cash flow statement consists of the cash and cash equivalents and investments that can be converted into cash without restrictions and without material risk of impairment as a result of the transaction.

Cash flows in foreign currencies have been converted at an estimated weighted average exchange rate for the reporting period/the exchange rate on the date on which the transactions took place. Currency exchange differences are shown separately in the cash flow statement.

Interest income and expenses, dividends received and income taxes are included in the cash flow from operating activities. Dividends paid are included in the cash flow from financing activities.

The acquisition price of the acquired group company is included in the cash flow from investing activities, insofar as payment has been made in cash. The cash available in the acquired group company has been deducted from the purchase price.

Transactions in which no exchange of cash takes place, including financial leases, are not included in the cash flow statement. The payment of the lease installments under the finance lease contract has been classified as an expense from financing activities for the part relating to the redemption and as an expense from operating activities for the part relating to the interest.

Cash flows from financial derivatives that are accounted for as fair value hedges or cash flow hedges are classified in the same category as the cash flows from the hedged balance sheet items. Cash flows from financial derivatives where hedge accounting is no longer applied are classified consistently with the nature of the instrument, from the date on which hedge accounting is discontinued.

Related parties

Transactions with related parties will be explained if they are not entered into under normal market conditions. The nature and scope of the transaction and other information will be provided for these transactions in order to provide further insights.

Subsequent events

Events which provide further information about the actual situation as of the balance date and that appear before the financial statements are being prepared, are recoginsed in the financial statements. Events that provide no information on the actual situation at the balance sheet date are not recognised in the financial statements. When those events are relevent for the economic decisions of users of the financial statements, the nature and the estimated financial effects of the events are disclosed in the financial statements.

Notes to the consolidated balance sheet

1. Intangible fixed assets

The composition and movement per category for intangible fixed assets for the year 2021/2022 is as follows:

  Research and development costs Concessions, permits and Intellectual properties Total 2021/2022  
Purchase value 3.176 3.817 6.993  
Cumulative depreciation -1.945 -2.727 -4.672  
Book value as per 1 July 1.231 1.090 2.321  
Investments 14 0 14  
Disposals -90 0 -90  
Depreciation -566 -545 -1.111  
Total -642 -545 -1.187  
Purchase value 2.868 3.817 6.685  
Cumulative depreciation -2.279 -3.272 -5.551  
Book value as per 30 June 589 545 1.134  

2. Tangible fixed assets

The composition and movement per category for tangible fixed assets for the year 2021/2022 is as follows:

  Bedrijfsgebouwen en -terreinen Machines en installaties Andere vaste bedrijfsmiddelen Activa in uitvoering Totaal 2021/2022
Purchase value 44.959 30.854 4.120 63 79.996
Cumulative depreciation -26.340 -24.281 -3.410 0 -54.031
Book value as per 1 July 18.619 6.573 710 63 25.965
Investments 1.734 522 484 642 3.382
Reclassification and exchange differences 1.287 -1.133 -65 0 89
Commissioning 0 0 63 -63 0
Disposals -1.613 170 -171 0 -1.614
Depreciation -1.022 -1.312 -291 0 -2.625
Balance 386 -1.753 20 579 -768
Purchase value 43.566 20.088 3.608 642 67.904
Cumulative depreciation -24.561 -15.268 -2.878 0 -42.707
Book value as per 30 June 19.005 4.820 730 642 25.197

3. Financial fixed assets

The movement per category of financial fixed assets for the year 2020/2021 is as follows:

  Participating interests Receivables from association HZPC Other securities Deferred tax assets Other receivables Total 2021/2022
             
Book value as per 1 July 1.440 16 25 3.311 337 5.129
Investments/increase 226 0 0 0 10 236
Results from participating interests -20 0 0 0 0 -20
Impairments/repayments 0 -16 -1 -1.015 -58 -1.090
Disposals -8 0 0 0 0 -8
Dividend received -63 0 0 0 0 -63
Exchange rate flucuations -140 0 0 0 0 -140
Movements 2021/2022 -5 -16 -1 -1.015 -48 -1.085
Book value as per 30 June 1.435 0 24 2.296 289 4.044

Participating interests

These are participating interests that are not consolidated due to minority interests. For a summary of the consolidated group companies, refer to the Table of Participations (PDF page 70 and 71).

Receivables from Association HZPC

These receivables are fully related to Association HZPC regarding loans to growers for purchasing certificates of Association HZPC. The interest rate is 1%. The original term for the loan is 5 years.

Other securities

The item other securities refers to securities that are intended to be held long-term. The market value of the different classes other securities approximates to the carrying value EUR 24,000.

Deferred taxes

Deferred taxes relates to deductible temporary differences including tangible fixed assets. Of these assets, a limited amount is expected to be realised within one year. The loss carry forward and deductible temporary differences not valuated are EUR 300,000.

Other receivables

The other receivables relates to loans granted to personnel with an amount of EUR 3,000 (2020/2021: EUR 20,000) with an average maturity of 5 years and an interest rate of 4% This post also includes an interest cap to cover the interest risk on working capital financing up to EUR 15 million. The cap has a term of 10 years and an interest cap of 2%. The present value of the interest rate cap as at 30 June 2022 is eur 412,000.

4. Inventories

  30-Jun-22 30-Jun-21
Packaging 1.948 1.190
Finished products 701 988
Prepayments on stock 748 0
  3.397 2.178

The stock of finished products consists of self-developed mini tubers. A provision has been made on balance sheet of nil (EUR 2020/2021: nil).

Trade and other receivables

5. Trade receivables

  30-Jun-22 30-Jun-21
Amortized cost of outstanding receivables 47.101 49.926
Less: Allowance for doubtful debts -1.968 -2.068
  45.133 47.858

The trade receivables does not include an amount with a remaining term of more than 1 year which are not unforeseen.

6. Accounts receivables from participating interests

The amounts refer to participating interests with significant influence. The remaining term is shorter than one year and free from interest.

7. Taxes, contributions and social insurances

  30-Jun-22 30-Jun-21
Sales tax 9.270 7.770
Payroll tax and social insurance 0 3
Corporate income tax 1.582 3.225
Other taxes and premiums 22 0
  10.874 10.998

8. Other receivables and accrued assets

  30-Jun-22 30-Jun-21
Pension contributions 0 5
Licences to be claimed 5.241 5.193
Prepaid expenses 3.486 2.048
Turnover to be invoiced 1.583 56
Health insurance premium 104 13
Government grants 1.027 1.362
Receivable on growers 70 97
Operating result pool 639 1.187
Other amounts 625 2.895
  12.775 12.856

The item 'Operating result pool' concerns the receivable Stet Holland B.V. has on its growers and is the difference between the direct costs of the seed potatoes grown in a pool and the income received in return. The difference is added to the exploitation of the pool in the next financial year.

9. Cash and cash equivalents

  30-Jun-22 30-Jun-21
Cash 2 2
Bank account current 31.816 18.249
  31.818 18.251

The bank has an amount of nil (2020/2021: nil) which is not due and payable. Bank guarantees of EUR 121,750 (2020/2021: EUR 120,000) have been provided.

10. Group equity

For an explanation of the group equity, refer to the notes on equity in the company financial statement. The share of third parties in the group equity is nil.

11. Provisions

Pensions

The entry for pensions includes the obligations based on pension regulations and comparable obligations. The composition and the course of the pensions in the financial year 2020/2021 are shown in the following overview:

Pension provision staff

  2021/2022 2020/2021
Amounts as of 1 July 184 177
Additions 29 23
Withdrawals 0 -16
Amount as per 30 June 213 184

The full amount of the pension provision is long-term. The pension provision relates to employees abroad. They have plans that are not comparable to the way in which the Dutch pension system is organised and functions. For these foreign schemes a best estimate of the existing pension liability is made as of the balance sheet date.

Other provisions

The composition and movement of the other provisions in the 2021/2022 financial year are as follows:

  2021/2022 2020/2021
Amount as of 1 July 444 419
Additions 20 67
Withdrawals -42 -42
Amount as of 30 June 422 444

The other provision relates to anniversary liabilities, calculated on the basis of a 4% discount rate and taking the expected turnover in personnel into account. Of the amount, EUR 17,000 has a term of less than 1 year and EUR 233,000 has a term of more than 5 years.

Current liabilities

12. Debts to credit institutions

Credit facility

The company has a credit facility with ING Bank N.V. and Deutsche Bang A.G. in which the banks each are committed pro rata. There is a credit facility of EUR 25 million as at July 1, 2022. The interest rate is calculated as Euribor plus 1.1%. In addition, there is a seasonal facility of 50 millions euros. The credit facility is available from October 1, 2022 until June 30, 2023. With the 75 million euros we can continue our current activities support and invest for the future. This facility can still be extended for 1 year until 1 July 2024 with the conditions that this application is timely submitted by HZPC, HZPC continues to comply with bank covenants and the banks agree to the extension.

With respect to the current account overdraft facility with the ING B.V., the following collaterals have been provided in the form of:

  • Pledge of accounts receivable (first right of distraint) from: IPR B.V., HZPC Research B.V., HZPC Holding B.V., HZPC Holland B.V., HZPC SBDA B.V., HZPC SBA Europe B.V., ZOS B.V. and STET Holland B.V.

Covenants

The credit facility is subject to the following covenants:

  • Solvency ratio
  • Asset coverage ratio
  • Turnover  ratio
  • EBITDA coverage
  • Minimum EBITDA of 8 million
  • Maximum CAPEX of 10,0 million for business year 2021/2022

HZPC Holding B.V. has agreed the following covenants with its banks:

  Solvency ratio Asset coverage ratio Turnover ratio EBITDA
Coverage
For the term > 35% > 70% > 70% > 70%
30-Jun-2022 > 35% > 70% > 70% > 70%

The solvency ratio is defined as follows: Corrected capital/corrected balance sheet total. The asset coverage ratio is defined as follows Assets from selected businesses/consolidated assets. The turnover coverage ratio is defined as follows: Turnover from selected businesses/consolidated turnover. The EBITDA coverage ratio is defined as follows: EBITDA from selected businesses/consolidated EBITDA.

13. Taxes, contributions and social insurances

  30-Jun-22 30-Jun-21
Corporate income tax to be paid 10 420
Corporate sales tax to be paid 500 538
Payroll tax and social insurances 826 685
Other taxes and premiums 79 0
  1.415  1.643 

Taxes, contributions and social securities contain no amounts with a term longer than one year.

14. Other debts and accrued liabilities

  30-Jun-22 30-Jun-21
Licenses to be paid 1.652 1.559
Wages and salaries to be paid 1.428 1.544
Pension contributions 591 590
Holiday allowances 2.189 1.988
Deferred income 3.244 4.313
Growers 22 3.686
Operating result pool 624 0
Other amounts 2.458 4.056
  12.208 17.736

The item 'Operating result pool' concerns the payable HZPC Holland B.V. has on its growers and is the difference between the direct costs of the seed potatoes grown in a pool and the income received in return. The difference is added to the exploitation of the pool in the next financial year.

Other debts and accrued liabilities contain no amounts with a term longer than one year.

Financial instruments

In the normal course of business, the company uses financial instruments that expose the company to market, currency, interest rate, credit and liquidity risks. To manage these risks, the company has developed a policy, including the establishment of a system of credit limits and procedures to reduce the risks of unpredictable adverse developments in financial markets and thus the financial performance of the company.

To hedge trading transactions in ware potatoes for the coming year, HZPC Holland B.V. takes forward positions on the potato futures market for the account and risk of the growers. These positions are valued daily at cost price or lower market value. Any results on open positions at the end of the financial year are recognised in the financial year to which the harvest relates. The unrealised price result for the account and risk of growers on the balance sheet date is EUR 7,500 positive.

Credit risk

The company incurs credit risk on loans and receivables recorded under financial fixed assets, other receivables and cash. The maximum credit risk facing the company amounted to EUR 75 million. Exposure to credit risk of the company is primarily determined by the individual characteristics of each customer. In addition, management also considers the demographics of the customer base, including the default risk of the country in which customers operate, as these factors, particularly in the current deteriorating economic conditions, have an influence on the credit risk.

Due to the unrest in the Middle East, the credit risk in this region is high. The company has taken the following measures to limit credit risk:

  • Safeguard measures such as advance payments, letters of credit and bank guarantees are used regularly;
  • Credit limits are actively monitored throughout the season;
  • New deliveries for the new season are rarely permitted until debts from the previous season have been paid.

Currency risk

As a result of international activities the company, by way of the receivables and debts recorded in the balance sheet, holds net investments in foreign companies and is exposed to a currency risk in relation to future foreign currency transactions in US Dollars / Pounds Sterling / Polish Zloty and Canadian Dollars in particular. On June 30 2022 the net exposure was converted into EUR at the spot rate on the balance sheet date as follows:

x 1.000 Rate VV/€ ASSETTS Local Currency ASSETS in € LIABILITIES Local Currency LIABILITIES in €
USD 1.165 1,048 1.112 52 50
GBP 3.404 0,862 3.951 3.077 3.571
PLN 11.929 4,699 2.538 10.051 2.139
CAD 5.853 1,349 4.339 4.099 3.039
ARS 207.689 131,193 1.583 175.385 1.337
RUB 364.750 57,495 6.344 150.312 2.614
RMB 1.266 8,222 154 452 55
Totaal     20.021   12.805

The company's policy is not to take positions to hedge future cash flows or the debts and/or receivables on the balance sheet.

Liquidity risk

The company monitors the liquidity position by means of successive liquidity budgets. Management ensures that sufficient liquidity is available to meet the obligations. The company runs liquidity risks with regard to the interest on the credit facility. An interest rate cap has been entered into to cover the interest rate risk on the credit facility. The conditions for hedge accounting are met, as a result of which the hedge relationship is accounted for in accordance with the rules of cost hedge accounting. For the collateral provided, we refer to 'Credit facility'.

The company ensures that there are sufficient retrievable funds to cover expected operating costs, including meeting financial obligations. This does not take into account the possible effect of extreme circumstances that cannot reasonably be predicted, such as natural disasters. In addition, the company has the following credit facilities:

  • Revolving facility of EUR 25 million. The interest to be paid is 1.10%.
  • Seasonal facility of EUR 50 million from October 1 to June 30 of the following year. The interest to be paid is (1, 3, or 6 monthly) Euribor 1.10%.

Interest risk

The company runs interest rate risk on the interest-bearing receivables and debts. A variable interest rate agreement has been agreed on both these receivables and debts, as a result of which the company runs a risk with regard to future cash flows. An interest cap agreement has been concluded as a mitigating measure to limit the interest rate risk on the credit facility.

If interest rates were to rise by 1% as of June 30, with all other variables held constant, the annualized interest expense would increase by approximately EUR 450K. To hedge the interest rate risk, an interest cap of 2% has been concluded on EUR 15 million, which runs until 2028.

Off-balance sheet assets and liabilities

Total liabilities amount to EUR 2,900,000. These include:

  • Operating lease commitments and rentals for an amount of EUR 1,8 million. Of this amount, EUR 1,1 million has a term of less than 1 year. The remainder is an obligation of less than 5 years. The expense for rent and lease in the financial year 2021/2022 amounted to EUR 2,0 million.
  • Liabilities arising from the implementation of an ERP system amounting to EUR 1.1 million. This amount entirely has a term of less than 1 year.
  • Several claims have been filed against the company and/or group companies, against the Challenger variety for example, which are contested by it/them. The company has also submitted a claim for the unlawful growing and processing of HZPC varieties. Although the outcome of these disputes cannot be predicted with certainty, it is assumed - partly on the basis of legal advice received - that it will not adversely affect the consolidated position.
  • HZPC has received a positive ruling on an international arbitration case on IP rights in China. The other party has been ordered to pay a significant amount of damages. The ruling has yet to be confirmed by court in China. For this reason, it has not yet been recognised as a receivable in the financial statements.

Notes to the consolidated profit and loss statement

15. Net turnover

Net turnover can be specified as follows in accordance with important yield categories:

  2021/2022 2020/2021
Seed potatoes 299.020 274.717
Licenses 23.919 24.219
Services 3.046 3.088
Ware potatoes 24.324 10.757
  350.309 312.781

The following overview is provided for the net turnover/percentage spread over the sales areas:

  2021/2022   2020/2021  
  % %
The Netherlands 64.357 18 52.402 17
Other E.U. countries 146.750 42 150.004 48
Other European countries 8.453 2 27.437 8
Outside Europe 130.749 38 82.938 27
  350.309 100 312.781 100

A number of seed potato customers of HZPC Holland B.V. and Stet Holland B.V., especially from countries where sanction measures apply, experience problems transferring money to the company's bank account. As a result, they engage third parties, often through distributor or agent, to transfer money to the company. In FY2021/2022, 2%-2.5% of net sales were received through various unknown third parties for the reasons mentioned above. Receipts through such parties inherently involve an increased risk of cooperating in terrorism financing or money laundering. We found no evidence of this. However, we did not gain insight into how payments to our companies were made in all cases, the background of the third parties that transferred funds to our companies and the relationship between our seed potato customers and these third parties. Among other things, we did establish that the parties from which the funds originated do not appear on sanctions lists of Office of Foreign Assets Control, European Union and United Nations. Direct sales to customers from ultra-high-risk countries have been discontinued from harvest 2022.

16. Other operating income

These are mainly government grants (EUR 224.000) and incidental income (EUR 1.638.000).

17. Personnel expenses

  2021/2022 2020/2021
Personnel expenses 22.739 22.602
Social security costs 3.583 4.088
Pension costs 3.013 2.894
  29.335 29.584

For the Dutch employees of HZPC Holland B.V. and ZOS, personnel costs include the provision of depositary receipts for HZPC shares.

Number of employees

During the financial year, the average number of employees at HZPC Holding B.V. and its subsidiaries was 398 FTE, of which 291 are employed in the Netherlands (previous financial year 398, of which 293 FTE were employed in the Netherlands). 

As of current financial year, the FTE calculation consists of the average number of FTEs in the financial year instead of the number of FTEs at year-end. The comparative figures of the number of FTEs have been adjusted accordingly to allow comparability with 2021/2022.

Specification number of FTE's

  2021/2022 2020/2021
Management, administration and IT 87 89
Commerce and communication 69 75
Purchasing and logistic planning 127 116
Storage, grading and transport 26 28
Research 89 90
  398 398

18. Other operating expenses

  2021/2022 2020/2021
Sales costs 4.508 2.763
Office costs 3.729 3.962
Staffinf relates costs 4.967 4.088
Repair and maintenance 1.975 1.991
Other costs 7.670 7.878
  22.849 20.682

The cost of sales includes costs for Connecting Growers EUR 1.5 million (2020/2021 EUR 1.35 million).

Other costs consist of taxes, insurance, energy and various costs related to Research & Development. Research and development costs of EUR 1.4 million have been recognised as expenses in the income statement.

19. Interest receivable and similar income

  2021/2022 2020/2021
Debtors 39 82
Received interest R/C 447 75
Currency differences 1.076 0
Other 99 33
  1.661 190

20. Interest payable and similar charges

  2021/2022 2020/2021
Disconto -56 -33
Bank account current -324 -105
Currency differences -1384 -370
Other -492 -596
  -2.256 -1104

21. Corporate income tax

  2021/2022 2020/2021
Applicable tax rate in The Netherlands 25,80% 25,00%
Foreign effect -1,40% -143,80%
Non-deductible amounts 6,20% -261,90%
Change in temporary differences 0,00% 0,00%
Other -5,60% 279,10%
Recognition of previously non recognised tax losses 25,00% -101,60%

Discussions are ongoing between the company and the Dutch Tax Authorities regarding the tax treatment of the employee stock option plan, the Connecting Growers programme and the innovation box. At present, no clarity has been obtained from the tax authorities and these uncertain tax positions have not been reflected in the financial statements.

Together with HZPC Holland B.V., STET Holland B.V., HZPC Belgium B.V., ZOS B.V., ZOS WEHE B.V., HZPC SBDA B.V., HZPC SBA Europe B.V., HZPC Research B.V., IPR B.V. and Solentum B.V. the company forms a fiscal unit for corporation tax. The corporate income tax is included in each of the companies for the part that the company concerned would be due at a nominal rate, not taking into account any tax facilities applicable for the company.

The effective tax rate is 25% (2020/2021: -101,6%). For the Dutch companies, this concerns the effective rate of 27% due to the permanent variations in value. For the foreign companies an average tax rate of 23,1% applies (2020/2021: 30%) applies, which is influenced by higher normative tax rates abroad and non-offset losses. Change in effective tax charge is mainly explained by the improved results in HZPC's Dutch entities.

Other explanatory notes

Transaction with related parties

Transactions with related parties occur when a relationship exists between the company, its participating interests and their directors and key management personnel. This includes the relationships between the company and its participating interests, the shareholders, the directors and key management personnel. Transactions are to be understood as a transfer of resources, services or obligations, regardless of whether a sum is charged.

There were no transactions with related parties that were not on a commercial basis.

Auditor's fees

The following audit firms' fees have been charged to the company, its subsidiaries and other companies it consolidates, all as referred to in Article 2:382a(1) and (2) of the Dutch Civil Code. Ernst & Young Accountants LLP is responsible for the audit of the HZPC Holding 2021/2022 annual accounts and KPMG Netherlands for the 2020/2021 annual accounts. Auditor fees have been recognised on the basis of the agreed fee. Subsequent costs are recognised at the time of invoicing.

  2021/2022 2020/2021
Expenses in the year:    
Audit of the financial statements, the Netherlands (Ernst & Young Accountants LLP) 187.200 0
Audit of the financial statements, the Netherlands (KPMG Accountants N.V.) 49.000 218.628
Audit of the financial statements abroad (KPMG netwerk) 37.000 46.280
Tax - related advisory services (KPMG netwerk) 122.713 130.282
Other non-audit services (KPMG netwerk) 14.597 0
Auditor's fees 410.510 395.190

Remuneration of managing and supervisory directors

Subsequent events

No events have occurred following the balance sheet date with significant financial consequences.

Company balance sheet

Assets

(x EUR 1.000)

Company balance sheet as of 30 June (after profit appropriation)          
(in EUR x 1.000)          
           
  Notes   30-Jun-22   30-Jun-21
FIXED ASSETS          
Intangible fixed assets          
Research and developments costs 22 36   0  
      36   0
           
Tangible fixed assets 23        
Company buildings and land   14.470   15.487  
Other fixed assets   130   0  
Operating assets under construction   559   16  
      15.159   15.503
           
Financial fixed assets 24        
Participating interests in group companies   50.088   41.640  
Accounts receivables from group companies   1.664   2.477  
Other participating interests   8   8  
Receivables from Association HZPC   0   16  
Other securities   24   24  
Deferred taks assets   2.077   2.951  
Other receivables   225   265  
      54.086   47.381
           
TOTAL FIXED ASSETS     69.281   62.884
           
CURRENT ASSETS          
           
Receivables
         
Group companies   21.775   29.411  
Trade debtors   1      
Payables to participating interests and companies in which there is a participation   24   39  
Taxes and premiums   1.084   2.970  
Other receivables and accrued assets 25 274   68  
      23.158   32.488
           
Cash and cash equivalents     15.464   770
           
TOTAL CURRENT ASSETS     38.622   33.258
           
TOTAL ASSETS     107.903   96.142

Liabilities

(x EUR 1.000)

  Notes   30-Jun-22   30-Jun-21
Shareholders' equity 26        
Issued capital   15.675   15.675  
Share premium reserve   1.433   1.433  
Legal reserves for participating interests   2.077   1.689  
Legal reserve for development costs   590   977  
Foreign currency translation reserve   -99   -1.289  
Other reserves   34.796   33.993  
      54.471   52.478
           
Provisions 27   84   22
           
Current liabilities          
Debts to group companies   6.303   11.675  
Debts to suppliers   693   235  
Payables to participating interests and companies in which there is a participation   306   0  
Dividend to be paid   4.702   784  
Debts to credit institutions   39.964   30.069  
Taxes and premiums 28 27   31  
Other debts and accrued liabilities 29 1.353   848  
      53.348   43.642
           
TOTAL LIABILITIES     107.903   96.142

Company profit and loss statement

  Notes   2021/2022   2020/2021
Share in result of participating interests after tax 30   6.398   4.573
           
Other result after tax 31   -848   -4.558
           
Net result     5.550   15

Notes to the company financial statements

General

The company financial statements are part of the 2020/2021 financial statements of the group. With respect to the separate company profit and loss statement, HZPC has made use of the exemption pursuant to Section 2:402 of the Netherlands Civil Code.

In so far as no further explanation is provided of items in the company balance sheet and the company profit and loss account, please refer to the notes to the consolidated balance sheet and profit and loss account.

Principles for the valuation of assets and liabilities and the general determination of the result

The principles for the valuation of assets and liabilities and the determination of the result are the same as those applied to the consolidated balance sheet and profit and loss account, with the exception of the principles stated below.

Financial instruments

In the company financial statements, financial instruments are presented on the basis of their legal form.

Participating interests in group companies

Participating interests in group companies are accounted for in the company financial statements according to the equity accounting method on the basis of net asset value. For details we refer to the accounting policy for financial fixed assets in the consolidated financial statements.

Provision for participating interests

The provision is formed for the amount of the expected payments for the account of the company on behalf of the participating interests.

Result of participating interests

The share in the result of companies in which a participation is taken concerns the company’s share in the results of these participating interests. In so far as gains or losses on transactions involving the transfer of assets and liabilities between the company and its participating interests or between participating interests themselves can be considered unrealised, they have not been recognised.

Notes to the company balance sheet

22. Intangible assets

The composition and movement per category for intangible fixed assets for the year 2021/2022 is as follows:

  Research and development costs Total 2021/2022
Purchase value 802 802
Cumulative depreciation -802 -802
Book value as per 1 July 0 0
Investments received from group companies (cumulative purchase value) 434 434
Investments received from group companies (cumulative depreciation) -257 -257
Disposals -96 -96
Depreciation -45 -45
Movements 2020/2021 36 36
Purchase value 1.139 1.139
Cumulative depreciation -1.103 -1.103
Book value as per 30 June 36 36

23. Tangible fixed assets

The composition and movement per category for tangible fixed assets for the year 2021/2022 is as follows:

  Company buildings Operating assets under construction Assets under in progress Total 2021/2022
Purchase value 30.692 0 16 30.708
Cumulative depreciation -15.205 0 0 -15.205
Book value as per 1 July 15.487 0 16 15.503
Investments 46 242 559 847
Commissioning 0 0 -16 -16
Disposals -283 0 0 -283
Depreciation -781 -112 0 -893
Balance -1.018 130 543 -345
Purchase value 29.596 972 559 31.127
Cumulative depreciation -15.126 -842 0 -15.968
Book value as per 30 June 14.470 130 559 15.159

24. Financial fixed assets

The composition and movement per category for financial fixed assets for the year 2021/2022 is as follows:

  Participating interests in group companies Accounts receivable from group companies Other participating interests Receivables from Vereniging HZPC (HZPC Association) Deferred tax assets Other securities Other receivables Total 2021/2022
Book value as per 1 July 41.640 2.477 8 16 2.951 24 265 47.381
Investments/increase 0 0 0 0 0 0 0 0
Result from participating interests 7.258 0 0 0 0 0 0 7.258
Exchange rate fluctuation 1.190 0 0 0 0 0 0 1.190
Depreciation 0 0 0 0 0 0 -40 -40
Withdrawals 0 0 0 0 -874 0 0 -874
Repayments 0 -813 0 -16 0 0 0 -829
Dividend 0 0 0 0 0 0 0 0
Mutation provision for participating interests 0 0 0 0 0 0 0 0
Book value as per 30 June 50.088 1.664 8 0 2.077 24 225 54.086

The negative result of participating interests with negative equity of EUR 860,000 has been deducted from the receivables from group companies, included under current assets.

The receivables from group companies have an indefinite term. Interest of 2.5% is charged on the receivable.

25. Other receivables and accrued assets

  30-Jun-22 30-Jun-21
Government grants to be claimed 0 37
Prepaid amounts 274 31
Status as of 30 June 274 68

26. Shareholders' equity

The composition and movement per category for shareholders' equity for the year 2021/2022 is as follows:

  Issued capital Share premium reserve Legal reserves for participating interests Legal reserve for development costs Foreign currency translation reserve Other reserve Total 2021/2022 Total 2020/2021
Book value as of 1 July 15.675 1.433 1.689 977 -1.289 33.993 52.478 53.356
Movements in financial year 2021/2022                
Dividend 0 0 0 0 0 -4.702 -4.702 -784
Results of financial year 0 0 0 0 0 5.549 5.549 15
Exchange rate fluctuations 0 0 0 0 1.190 0 1.190 -109
Other changes 0 0 388 -387 0 -44 -44 0
Status as of 30 June 15.675 1.433 2.077 590 -99 34.796 54.471 52.478

Issued capital

The authorised capital of the company amounts to EUR 50,000,000 (2020/2021 EUR 50,000,000) divided into 2,500,000 shares of EUR 20 each, with 783,725 ordinary shares being issued. The value of the paid and called-up capital amounts to EUR 15,674,500 (EUR 15,674,500 at the end of 2020/2021).

Share premium reserve

The share premium concerns the income from the issuing of shares in so far as this exceeds the nominal value of the shares (above par income).

Other legal reserves

Other legal reserves consist of a legal reserve for participating interests and the legal reserve for development costs. The legal reserve for participating interests relates to companies that are valued in accordance with the equity method. The reserve concerns the difference between the participating interests’ retained profit and direct changes in equity, as determined on the basis of the parent company’s accounting policies, and the share thereof that the parent company may distribute. As to the latter share, this takes into account any profits that may not be distributable by participating interests that are Dutch limited companies based on the distribution tests to be performed by the management of those companies. The legal reserve for development costs relates to the formed reserve of the not yet written off part of the capitalised development costs. The legal reserve is determined on an individual basis.

Foreign currency translation reserve

Exchange gains and losses arising from the translation of foreign operations from functional to reporting currency are recorded in this legal reserve. When the foreign business is divested, the relevant cumulative amount of the translation differences, which is included in equity, is recognized in the profit and loss account as part of the result on sale.

Other reserves

At the General (Annual) Shareholders Meeting, it will be proposed to approve the following appropriation of the 2021/2022 result after tax: to deduct an amount of EUR 850,000 from the other reserves and for an amount of EUR 4,702,000 to be paid out as dividend.

The change amounting to EUR 313,000 refers to the legal reserve of EUR 358,000 and EUR 45,000 purchase certificates.

Proposal for result appropriation

At the General (Annual) Shareholders Meeting, it will be proposed to approve the following appropriation of the 2021/2022 result after tax: to add an amount of EUR 850,000 to the other reserves and to distribute the remaining amount of EUR 4,702,000 as a dividend. EUR 6 is available per share. This proposal has been included in the balance sheet under current liabilities.

27. Provisions

Other provisions

The composition and movement of the provisions in the financial year 2021/2022 are as follows:

  2021/2022 2020/2021
Amount as of 1 July 22 29
Additions 62 0
Withdrawals 0 -7
Amount as of 30 June 84 22

The other provision relates to anniversary liabilities, calculated on the basis of a 4% discount rate and taking the expected turnover in personnel into account.

28. Taxes and contributions

  30-Jun-22 30-Jun-21
Payroll tax and social insurances 27 31
  27 31

29. Other debts and accrued liabilities

  30-Jun-22 30-Jun-21
Wages and salaries to be paid  645   519 
Pension contributions  13   15 
Invoices to be received  25   149 
Other amounts  670   165 
  1.353   848 

30. Share in result in participating interests after tax

This relates to the share in result the company has in participating interests of which EUR 6,418,000 (2020/2021: EUR 4,573,000) relates to group companies. The other part concerns results in minority interests amounting to EUR 20,000 negative (2020/2021: EUR 240,000).

31. Other income and expenses after tax

The other after-tax result concerns the regular costs for conducting holding activities. These costs encompass personnel costs, other corporate costs, including legal costs, depreciation, special devaluations, and interest assets/liabilities.

Wages and salaries

  2021/2022 2020/2021
Gross staff wages 3.818 1.487
Employer’s social security contributions for staff 409 104
Pension premium 453 116
  4.680 1.707

Specification number of FTE’s

  2021/2022 2020/2021
Management, administration and IT. 48 8

At HZPC Holding B.V. there were an average of 6 FTE in service, all working in the Netherlands (previous financial year 10 FTE).

Other explanatory notes

Financial instruments

In the normal course of business, the company uses financial instruments that expose the company to market, currency, interest rate, credit and liquidity risks. To manage these risks, the company has developed a policy, including the establishment of a system of credit limits and procedures to reduce the risks of unpredictable adverse developments in financial markets and thus the financial performance of the company.

Credit risk

The company incurs credit risk on loans and receivables recorded under financial fixed assets, other receivables and cash.

Liquidity risk

The Company monitors its liquidity position through successive liquidity budgets. The management will ensure that sufficient liquidity is available to meet the obligations.

Interest risk

The Company incurs interest on interest bearing assets and liabilities. Both of these receivables and payables have agreed on variable rate interest rate agreements, which means that the company is exposed to future cash flows. In order to limit the interest risk on the credit facility, a rent cap has been agreed as a mitigating measure.

Off-balance sheet assets and liabilities

The company has liabilities under operating leases and rent for an amount of EUR 560,000. Of this amount, EUR 344,000 has a term of less than one year. The remaining amount concerns an obligation for less than five years. The debt for rental and lease in accounting year 2021/2022 amounted to EUR 320,000.

Liabilities arising from the implementation of an ERP system for an amount of EUR 1.1 million. This amount has a term of less than 1 year.

Tax entity

The company, together with its domestic subsidiaries, forms a fiscal unity for the corporation tax and value added tax.The standard conditions stipulate that each of the companies is liable for the tax payable by all companies belonging to the tax entity. The fiscal entity does not differ from the fiscal entity of the consolidated Company.

Remuneration of managing and supervisory directors

A statement of the remuneration of the management has been omitted, pursuant to the provisions of Section 383 article 1 of Book 2 of the Dutch Civil Code, final sentence. The remuneration of Supervisory Board members amounts to EUR 95,000 (2020/2021: EUR 98,000).

Joure, 12 October 2022

The Executive Board:
G.F.J. Backx (CEO), statutory director
H. Verveld (CCO)
J.L. van Vilsteren (CFO)

The Supervisory Board:
M. Kester, chairman
C.J. Biemond
J.-P. Bienfait
I. Frolova
M. Hommes-Gesink

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