Other information

2.5.1 Result appropriation scheme under the articles of association

Article 28 of the articles of association of the company reads as follows:

28.1 With the prior consent of the Board of Supervisory Directors the Board of Directors is authorised to reserve a part of the profit that has been established through adoption of the annual accounts.

28.2 That which remains of the profit after application of the aforementioned paragraph is at the disposal of the General Meeting and the General Meeting is, on the proposal of the Board of Directors, authorised to appropriate the said profit and to determine distributions. To the extent that profit is paid out, more than the statutory interest at the time that the dividend is established cannot be paid out on the Preference Shares. The dividend is calculated over the paid-up part of the nominal amount.

28.3 The Board of Directors is authorised to establish distributions to the extent that the equity exceeds the reserves that must be kept by law. The Board of Directors shall not resolve to establish a distribution if it knows or should within reason anticipate that after the distribution the company shall no longer be able to continue payment of its payable debts.

28.4 A resolution that extends to distribution requires the consent of the Board of Supervisory Directors.

28.5 Upon the calculation of each distribution the shares that the Company holds in its own share capital are not taken into account.

28.6 Upon the calculation of the amount that shall be paid out on each share only the amount of the compulsory payments on the nominal amount of the shares is taken into account. It is possible to deviate from the previous sentence, each time with consent of all Shareholders.

28.7 Unless the Board of Directors establishes a different time distributions on shares are payble immediately after establishment of the distribution.

28.8 The claim of a Shareholder on account of this article expires after a period of five years has lapsed.

2.5.2 Proposal for profit appropriation

During the General Meeting on 15 April 2016 the proposal is to distribute a dividend of € 0.23299 per nominal share of € 1.00 shall be submitted for approval. This is 50% of the normalised profit after taxes attributable to the shareholders.

Underlying principle for the dividend policy of ForFarmers B.V. is to make available a dividend pay-out ratio between 40%-50% of the result after tax attributable to the shareholders of the Company. The incidental income from the sale of assets (2015: 1,378 thousand) or profits of non-consolidated subsidiaries with a pay-out ratio lower than the ForFarmers’s (2015: -) ratio are excluded from the dividend calculation.

This method takes into account the strategy and a healthy balance sheet structure. Within these principles, ForFarmers B.V. aims for a stable development of the cash dividend paid to its shareholders. The Company will only make payments to the shareholders entitled to the distributable profit in so far as

  • the company can continue to pay its outstanding debts after the distribution (the so-called distribution test), and
  • the shareholders’ equity exceeds the legal reserves and statutory reserves under the articles of association to be maintained (the so-called balance sheet test).

If the distribution or the balance sheet test is not passed, then management will not approve the distribution. Preliminary tests revealed no indications that the proposed distribution of dividend will not be possible, but these tests have to be finalized (and management has to approve the distribution) prior to the actual payment of the dividend.

2.5.3 Events after the reporting period

No events have occurred.

2.5.4 Independent auditor's report



2.5.5 Overview financial history

€ 1,000

  IFRS IFRS Dutch GAAP Dutch GAAP Dutch GAAP Dutch GAAP
Consolidated statement of financial postition 2015 2014 2014 2013 2012 2011 1)
 
Intangible assets 89,202 77,348 74,455 54,312 50,047 -
Tangible fixed assets 197,731 190,274 205,882 202,391 200,043 73,287
Financial fixed assets 36,203 34,727 21,365 21,184 32,572 15,197
Non-current assets 323,136 302,349 301,702 277,887 282,662 88,484
 
Inventories 89,771 83,866 88,484 99,977 111,436 273,510
Trade and other receivables 236,041 234,626 236,907 249,808 341,641 262,794
Cash and cash equivalents 88,293 77,729 80,925 146,840 80,916 81,353
Current assets 414,105 396,221 406,316 496,625 533,993 617,657
 
Total assets 737,241 698,570 708,018 774,512 816,655 706,141
 
Equity 402,511 363,879 360,593 338,367 322,904 276,668
Non-controlling interests 4,643 4,363 4,363 4,328 4,199 44,790
Total equity 407,154 368,242 364,956 342,695 327,103 321,458
 
Provisions 82,939 88,751 93,413 85,603 97,518 14,218
 
Non-current liabilities 52,967 49,749 54,136 129,251 156,268 2,152
 
Current liabilities 194,181 191,828 195,513 216,963 235,766 368,313
 
Total liabilities 737,241 698,570 708,018 774,512 816,655 706,141
 
Capital employed 461,758 420,258 417,396 493,956 508,971 503,873
 
Net debt -33,689 -25,714 -24,122 8,749 105,151 145,852
 
Solvency ratio 54.6% 52.1% 50.9% 43.7% 39.5% 39.2%
1) Including Cefetra B.V., disposed end of 2012

€ 1,000

  IFRS IFRS Dutch GAAP Dutch GAAP Dutch GAAP Dutch GAAP
Consolidated statement of profit or loss 2015 2014 2014 2013 Pro forma 1) 2012 Pro forma 1) 2011
 
Revenue 2,244,470 2,221,281 2,292,014 2,472,172 2,497,914 816,361
Cost of raw materials and consumables -1,820,266 -1,827,551 -1,883,928 -2,081,803 -2,097,021 -697,270
Gross profit 424,204 393,730 408,086 390,369 400,893 119,091
Other operating income 3,380 6,522 6,619 4,581 8,330 4,713
Employee benefit expenses -148,479 -129,001 -138,537 -124,466 -129,437 -39,932
Depreciation and amortization -26,038 -23,788 -28,958 -25,866 -23,180 -9,746
Other operating expenses -189,017 -184,899 -188,109 -201,189 -198,357 -51,302
Operating profit 64,050 62,564 59,101 43,429 58,249 23,824
Financial income 2,864 3,074 2,435 2,627 3,102 2,776
Financial expenses -5,426 -7,684 -8,110 -4,907 -7,133 -495
Net finance costs -2,562 -4,610 -5,675 -2,280 -4,031 4,281
Profit before tax 61,488 57,954 53,426 41,149 54,218 26,105
Income tax expense -14,879 -13,590 -13,584 -11,333 -14,626 -3,575
Share of profit of equity-accounted investees, net of tax 4,681 4,664 - 1,795 852 -
Profit for the year 51,290 49,028 39,842 31,611 40,444 22,530
Non-controlling interests -583 -888 -888 -489 -1,258 -1,014
Profit attributable to owners of the company 50,707 48,140 38,954 31,122 39,186 21,516
 
Compound feed (x million tonnes) 6.36 6.36 6.49 6.35 6.25 2.48
Single feed (x million tonnes) 0.51 0.49 0.49 0.38 0.67 0.06
Roughages and DML (x million tonnes) 2.13 1.83 1.83 1.66 1.71 0.51
Other (x million tonnes) 0.09 0.08 0.08 0.08 0.07 0.07
Volume Total Feed (x million tonnes) 9.09 8.76 8.89 8.47 8.70 3.12
 
Number of employees at year-end (in fte's) 2,370 2,343 2,286 2,214 2,194 674
 
Operating result before depreciation (EBITDA) 90,088 86,352 88,059 69,295 81,429 33,570
Operating result before depreciation (EBITDA) as % of revenue 4.0% 3.9% 3.8% 2.8% 3.3% 4.1%
Operating result before depreciation (EBITDA) as % of gross profit 21.2% 21.9% 21.6% 17.8% 20.3% 28.2%
 
Operating result (EBIT) 64,050 62,564 59,101 43,429 58,249 23,824
Operating result (EBIT) as % of revenue 2.9% 2.8% 2.6% 1.8% 2.3% 2.9%
 
Dividend (€ million) 24.7 18.7 18.7 14.4    
 
Dividend per share (€) 0.233 0.176 0.176 0.136    
1) Pro forma is as of BOCM PAULS and Hendrix UTD were acquired per 1 January 2012 and Cefetra and Probroed were disposed per 1 January 2011.

€ 1,000

  IFRS IFRS Dutch GAAP Dutch GAAP Dutch GAAP Dutch GAAP
Consolidated statement of profit or loss 2015 2014 2014 2013 2012 1) 2011 1)
 
Revenue 2,244,470 2,221,281 2,292,014 2,472,172 6,561,518 5,200,158
Cost of raw materials and consumables -1,820,266 -1,827,551 -1,883,928 -2,081,803 -6,219,439 -5,055,905
Gross profit 424,204 393,730 408,086 390,369 342,079 144,253
Other operating income 3,380 6,522 6,619 4,581 8,058 7,412
Employee benefit expenses -148,479 -129,001 -138,537 -124,466 -109,813 -51,174
Depreciation and amortization -26,038 -23,788 -28,958 -25,866 -19,420 -10,475
Other operating expenses -189,017 -184,899 -188,109 -201,189 -157,762 -57,203
Operating profit 64,050 62,564 59,101 43,429 63,142 32,813
Financial income 2,864 3,074 2,435 2,627 2,807 2,776
Financial expenses -5,426 -7,684 -8,110 -4,907 -10,269 -6,933
Net finance costs -2,562 -4,610 -5,675 -2,280 -7,462 -4,157
Profit before tax 61,488 57,954 53,426 41,149 55,680 28,656
Income tax expense -14,879 -13,590 -13,584 -11,333 -13,133 -4,570
Share of profit of equity-accounted investees, net of tax 4,681 4,664 - 1,795 13,427 -111
Profit for the year 51,290 49,028 39,842 31,611 55,974 23,975
Non-controlling interests -583 -888 -888 -489 -3,274 -2,048
Profit attributable to owners of the company 50,707 48,140 38,954 31,122 52,700 21,927
 
Number of employees at year-end (in fte's) 2,370 2,286 2,343 2,214 2,194 884
 
Operating result before depreciation (EBITDA) 90,088 86,352 88,059 69,295 82,562 43,288
Operating result before depreciation (EBITDA) as % of revenue 4.0% 3.9% 3.8% 2.8% 1.3% 0.8%
Operating result before depreciation (EBITDA) as % of gross profit 21.2% 21.9% 21.6% 17.8% 24.1% 30.0%
 
Operating result (EBIT) 64,050 62,564 59,101 43,429 63,142 32,813
Operating result (EBIT) as % of revenue 2.9% 2.8% 2.6% 1.8% 1.0% 0.6%
 
Dividend (€ million) 24.7 18.7 18.7 14.4 12.1 6.4
 
Dividend per share (€) 0.233 0.176 0.176 0.136 0.115 0.061
1) Including Cefetra B.V., disposed end of 2012

2.5.6