Notes to the company financial statements
2.4.1.1 39. General
For the accounting principles as well as the explanatory notes to the company balance sheet and profit or loss account reference is made to the policies and explanatory notes to the consolidated statement of financial position and of profit and loss.
Upon preparation of the company profit and loss account section 402 of Book 2 of the Dutch Civil Code was applied. All amounts are in € 1,000, unless indicated otherwise.
2.4.1.2 40. Principles for the measurement of assets and liabilities and the determination of the result
For setting the principles for the recognition and measurement of assets and liabilities and determination of the result for its company financial statements, the Company makes use of the option provided in section 2:362(8) of the Netherlands Civil Code. This means that the principles for the recognition and measurement of assets and liabilities and determination of the result (hereinafter referred to as principles for recognition and measurement) of the company financial statements of the Company are the same as those applied for the consolidated EU-IFRS financial statements. Refer to note 37 of the consolidated financial statements for a description of these principles.
Participating interests in group companies
Participating interests in group companies are accounted for in the company financial statements according to the equity method. Refer to the basis of consolidation accounting policy in the consolidated financial statements.
Result of participating interests
The share in the result of participating interests consists of the share of the Company in the result 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.
Change in accounting principles
Starting from 1 January 2014, the Company makes use of the option provided in Section 2:362(8) of the Netherlands Civil Code related to the change in the accounting principles applied in the consolidated financial statements. The impact this change in accounting principles has on the company balance sheet and company profit and loss account is depicted below:
€ 1,000
| Note | 31 December 2014 | 31 December 2014 | 31 December 2014 | 1 January 2014 | 1 January 2014 | 1 January 2014 | |
| Dutch GAAP | Transition adjustments | IFRS | Dutch GAAP | Transition adjustments | IFRS | ||
| Assets | |||||||
| Property, plant and equipment | - | - | - | 8,244 | - | 8,244 | |
| Goodwill | A | 2,109 | -2,109 | - | 2,293 | -2,293 | - |
| Trade and other receivables | B | - | 75 | 75 | - | - | - |
| Investments in subsidiaries | D | 344,563 | 2,999 | 347,562 | 351,196 | 2,395 | 353,591 |
| Non-current assets | 346,672 | 965 | 347,637 | 361,733 | 102 | 361,835 | |
| Trade and other receivables | B | 403 | 75 | 478 | 1,214 | - | 1,214 |
| Receivables from group companies | 11,016 | -4,600 | 6,416 | 82,779 | - | 82,779 | |
| Taxes and social security | 13,894 | - | 13,894 | 22,530 | - | 22,530 | |
| Cash and cash equivalents | 35,584 | - | 35,584 | 57,165 | - | 57,165 | |
| Current assets | 60,897 | -4,525 | 56,372 | 163,688 | - | 163,688 | |
| Total assets | 407,569 | -3,560 | 404,009 | 525,421 | 102 | 525,523 | |
| Equity | |||||||
| Share capital | 106,261 | - | 106,261 | 106,261 | - | 106,261 | |
| Share premium reserve | 38,356 | - | 38,356 | 38,356 | - | 38,356 | |
| Treasury share reserve | - | -466 | -466 | - | -466 | -466 | |
| Legal translation reserve | 753 | 1,573 | 2,326 | -1,572 | 1,572 | - | |
| Other legal reserves | 6,534 | 6,272 | 12,806 | 4,194 | 159 | 4,353 | |
| Retaines earnngs | 169,735 | -13,279 | 156,456 | 160,006 | 29,068 | 189,074 | |
| Unappropriated result | 38,954 | 9,186 | 48,140 | 31,122 | -31,122 | - | |
| Equity attributable to shareholder of the Company | D | 360,593 | 3,286 | 363,879 | 338,367 | -789 | 337,578 |
| Liabilities | |||||||
| Loans and borrowings, including derivatives | - | - | - | 49,600 | 999 | 50,599 | |
| Provisions and deferred tax liabilities | C | 3,513 | -571 | 2,942 | 4,156 | -108 | 4,048 |
| Non-current liabilities | 3,513 | -571 | 2,942 | 53,756 | 891 | 54,647 | |
| Trade and other payables | C | 1,024 | 435 | 1,459 | 2,251 | - | 2,251 |
| Debts to group companies | 42,293 | -6,710 | 35,583 | 123,180 | - | 123,180 | |
| Taxes and social security | 146 | - | 146 | 781 | - | 781 | |
| Current tax liabilities | - | - | - | 7,086 | - | 7,086 | |
| Current liabilities | 43,463 | -6,275 | 37,188 | 133,298 | - | 133,298 | |
| Total equity and liabilities | 407,569 | -3,560 | 404,009 | 525,421 | 102 | 525,523 | |
| Share in results from subsidiaries | 41,362 | 8,061 | 49,423 | ||||
| Result excluding the share in results from subsidiaries | -2,408 | 1,125 | -1,283 | ||||
| Total | D | 38,954 | 9,186 | 48,140 | |||
A – Goodwill
Under Dutch GAAP the company reported goodwill. Under IFRS this is allocated to the respective entities to which the goodwill belongs.
B – Trade and other receivables
The depository receipts for the employees of the Netherlands participation plan were fully issued in 2014 under Dutch GAAP. Under IFRS, the non-vested portion was not recognized within profit and loss, but rather as Other receivables within Trade and other receivables € 150 thousand. As two years of the vesting period remains, € 75 thousand as non-current and € 75 thousand as current is presented.
C – Provisions
The Group has recorded the provisions under Dutch GAAP based on nominal value. Under IFRS provisions are to be valued at net present value, with the resulting effect recorded through retained earnings at the date of transition, with an impact on equity at transition date of € 0.1 million. The unwinding of the provisions increases total comprehensive income for the year compared with Dutch GAAP by € 0.1 million. In addition, IFRS requires the Group to present the current portion of the provisions under the current liabilities, resulting in a decrease of the non-current liabilities compared with Dutch GAAP and increase in the current liabilities. The total impact on current liabilities is an increase at 31 December 2014 of € 0.5 million.
D – Equity, investments in subsidiaries, result and share in results from subsidiaries
For the reconciliation of equity and profit and loss for the year between Dutch GAAP and IFRS measurement principles, reference is made to note 3 of the consolidated financial statements, explaining the effects of the transition to IFRS. The respective transition adjustments have a corresponding effect on the separate balance sheet and profit and loss captions.
2.4.1.3 41. Investments in subsidiaries
€ 1,000
| 2015 | 2014 | |
| Carrying value at 1 January | 347,562 | 351,400 |
| Dividend received | -17,023 | -45,819 |
| Share in results from participating interest, after taxation | 48,613 | 49,423 |
| Exchange rate differences | 2,737 | 2,295 |
| Actuarial results | 4,851 | -11,705 |
| Other changes | 709 | 1,968 |
| Carrying value at 31 December | 387,449 | 347,562 |
2.4.1.4 42. Trade and other receivables
€ 1,000
| 31 December 2015 | 31 December 2014 | |
| Trade and other receivables | 266 | 478 |
| Receivables from group companies | 5,792 | 6,416 |
| Total | 6,058 | 6,894 |
2.4.1.5 43. Receivables from and debts to group companies
The receivables from and debt to group companies are current.
2.4.1.6 44. Financial instruments
The Group has exposure to the following risks from its use of financial instruments:- Credit risk.
- Liquidity risk.
- Market risk.
In the notes to the consolidated financial statements information is included about the Group’s exposure to each of the above risks, the Group’s objectives, policies and processes for measuring and managing risk, and the Group’s management of capital. These risks, objectives, policies and processes for measuring and managing risk, and the management of capital apply also to the company financial statements. Further quantitative disclosures are included below:
Fair value
The fair values of the financial instruments stated on the balance sheet, including trade and other receivables, cash and cash equivalents, trade and other payables and debts to group companies are close to their carrying amounts.
2.4.1.7 45. Taxes and social security
The net amount receivable of taxes and social securities includes a current income tax receivable amounting to € 14.0 million (2014: €13.8 million).
A fiscal unity is in place for the income tax between the company and Dutch group companies in which the company has a 100% interest. For VAT a comparable fiscal unity exists for the Dutch group companies that also includes the majority shareholder Coöperatie FromFarmers U.A. which is the head of this fiscal unity. Settlement of the taxes within the fiscal unity takes place as if each company is independently liable for tax.
2.4.1.8 46. Shareholders’ equity
2015
€ 1,000
| Note | Share Capital | Share premium | Treasury share reserve | Legal translation reserve | Other legal Reserves | Retained earnings | Unap- propriated result | Total | |
| Balance as at 1 January 2015 | 106,261 | 38,356 | -466 | 2,326 | 12,806 | 156,456 | 48,140 | 363,879 | |
| Addition from unappropiated result | - | - | - | - | 5,568 | 42,572 | -48,140 | - | |
| Total comprehensive income | |||||||||
| Profit | - | - | - | - | - | - | 50,707 | 50,707 | |
| Other comprehensive income | - | - | - | 2,179 | - | 4,866 | - | 7,045 | |
| Total comprehensive income | - | - | - | 2,179 | - | 4,866 | 50,707 | 57,752 | |
| Transactions with owners of the Company | |||||||||
| Contributions by and distributions to owners of the Company: | |||||||||
| Dividends | 22 | - | - | - | - | - | -18,707 | - | -18,707 |
| Purchase/sale of own shares | - | - | 67 | - | - | -101 | - | -34 | |
| Equity-settled share-based payment | 9 , 24 | - | - | - | - | - | 275 | - | 275 |
| Acquisition of non-controlling interest | - | - | - | - | - | -654 | - | -654 | |
| Transfers | - | - | - | - | -6,853 | 6,853 | - | - | |
| Total transactions with owners of the Company | - | - | 67 | - | -6,853 | -12,334 | - | -19,120 | |
| Balance as at 31 December 2015 | 106,261 | 38,356 | -399 | 4,505 | 11,521 | 191,560 | 50,707 | 402,511 | |
2014
€ 1,000
| Note | Share Capital | Share premium | Treasury share reserve | Legal translation reserve | Other Legal Reserves | Retained earnings | Unap- propriated result | Total | |
| Balance as at 1 January 2014 | 106,261 | 38,356 | -466 | - | 10,627 | 184,834 | - | 339,612 | |
| Total comprehensive income | |||||||||
| Profit | - | - | - | - | - | - | 48,140 | 48,140 | |
| Other comprehensive income | - | - | - | 2,326 | - | -11,796 | - | -9,470 | |
| Total comprehensive income | - | - | - | 2,326 | - | -11,796 | 48,140 | 38,670 | |
| Transactions with owners of the Company | |||||||||
| Contributions by and distributions to owners of the Company: | |||||||||
| Dividends | 22 | - | - | - | - | - | -14,419 | - | -14,419 |
| Purchase/sale of own shares | - | - | - | - | - | -46 | - | -46 | |
| Equity-settled share-based payment | 9 , 24 | - | - | - | - | - | 62 | - | 62 |
| Transfers | - | - | - | - | 2,179 | -2,179 | - | - | |
| Total transactions with owners of the Company | - | - | - | - | 2,179 | -16,582 | - | -14,403 | |
| Balance as at 31 December 2014 | 106,261 | 38,356 | -466 | 2,326 | 12,806 | 156,456 | 48,140 | 363,879 | |
Authorised share capital and share premium
| Ordinary shares | Amount (€ 1,000) | |||||
| 31 December 2015 | 31 December 2014 | 1 January 2014 | 31 December 2015 | 31 December 2014 | 1 January 2014 | |
| Ordinary shares – par value € 1.00 | 106,261,040 | 106,261,040 | 106,261,040 | 144,617 | 144,617 | 144,617 |
| Priority share – par value € 1.00 | 1 | - | - | 0.001 | - | - |
| In issue at 31 December – fully paid | 106,261,041 | 106,261,040 | 106,261,040 | 144,617 | 144,617 | 144,617 |
As at the end of the financial year the share capital consists of 106,261,040 ordinary shares and one priority share with a nominal value of € 1.00 per share. The shares of ForFarmers B.V. are held by Stichting Administratiekantoor ForFarmers that issued depository receipts for the same. ForFarmers has the intention to change the nominal value per share from € 1.00 to € 0.01 which will be proposed at the General Meeting on 15 April 2016.
Share premium reserve
The share premium reserve consists of the positive difference between the issue price and the nominal value of the issued shares.
Treasury share reserve
The reserve for the Company’s treasury shares comprises the cost of the Company’s depository receipts held by the Group. In its role as liquidity provider, SNS Securities N.V. is authorised by the company to support the trade in depository receipts of ForFarmers on its trading platform by issuing permanent purchase and sale orders. The treasury shares are accounted for as a reduction of the equity attributable the owners of the parent.
Treasury shares are recorded at cost, representing the market price on the acquisition date, where the par value of treasury shares purchased is debited to the treasury share reserve. When treasury shares are sold or re-issued, the par value of the instruments is credited to the treasury share reserve. Any premium or discount to par value as result of the market price is shown as an adjustment to retained earnings.
During the year the Company purchased 620,420 (2014: 250,000) of it owns depository receipts to be able to re-issue the depository receipts in relation to the employee participation plans. At 31 December 2015, the Group held 399,429 of the Company’s shares (2014: 466,210; 1 January 2014: 466,392) to keep in custody for additional depository receipts to be vested and in its role as liquidity provider for the trading platform.
The movement in the treasury shares can be summarised as follows:
Movements of treasury shares
| Number of shares | Amount par value (€ 1,000) | |||
| 2015 | 2014 | 2015 | 2014 | |
| Balance at 1 January | 466,210 | 466,392 | 466 | 466 |
| Repurchase Employee participation plan | 620,420 | 250,000 | 620 | 250 |
| Re-issuance Employee participation plan | -642,960 | -236,904 | -643 | -237 |
| Other movements through trading platform | -44,241 | -13,278 | -44 | -13 |
| Balance at 31 December | 399,429 | 466,210 | 399 | 466 |
Legal translation reserve
The translation reserve is a legal reserve. Per balance sheet date, the assets and liabilities of foreign operations are converted into ForFarmers’ presentation currency (Euro) at the rate of that date, and the gains and losses in the profit account are converted at the average rate for the year. The resulting exchange rate differences are recorded directly in the legal reserve ‘Translation reserve’. When the foreign operation is sold, the relevant cumulative amount of the exchange rate differences included in the equity is recorded in the profit and loss account as part of the result on sale.
Other legal reserves
The other legal reserves contain the undistributed results and direct changes in equity of participating interest, revaluation of certain land within property, plant & equipment and revaluation of biological assets and the part that is related to loans to staff for the purchase of depository receipts in the period 2007-2009. Direct changes in equity do not include the changes in equity that derive from the relationship with the shareholder, such as paid-in share premium. The (change in the) legal reserve relating to participating interest is only recognised if, and to the extent that, ForFarmers B.V. cannot realise payment of the equity of the participating interest to itself without restrictions.
Retained earnings
Retained earnings comprise the balance of accrued profits that have not been distributed to the shareholder. Pursuant to the Articles of Association a decision to distribute a dividend may be taken if and to the extent that equity exceeds the issued share capital plus the legal reserves. A reference is made to the section Other information regarding the result appropriation scheme under the Articles of Association.
Dividends
The following dividends were declared and paid by the Company for the year:
€ 1,000
| 2015 | 2014 | |
| € 0.17629 per qualifying ordinary share (2014: € 0.13618) | 18,707 | 14,419 |
| 18,707 | 14,419 | |
After the respective reporting date, the following dividends were proposed by the board of directors. The dividends have not been recognised as liabilities and there are no tax consequences for the company.
€ 1,000
| 2015 | 2014 | |
| € 0.23299 per qualifying ordinary share (2014: € 0.17629) | 24,665 | 18,651 |
| 24,665 | 18,651 | |
2.4.1.9 47. Provisions
€ 1,000
| Soil deconta- mination | Other | Total | |
| Carrying value at 1 January 2015 | 1,164 | 1,721 | 2,885 |
| Provisions made during the year | - | - | - |
| Releases | -454 | -1,176 | -1,630 |
| Provisions used during the year | -321 | - | -321 |
| Effect of discounting | 106 | 105 | 211 |
| Carrying value at 31 December 2015 | 495 | 650 | 1,145 |
2.4.1.10 48. Credit facilities
The credit facility or ForFarmers B.V. only relates to the financing agreement (multicurrency revolving facility agreement) that was concluded with ABN AMRO Bank, Rabobank, Lloyds Bank, and BNP Paribas in 2014 and is free from securities. For a further explanation a reference is made to note 25 to the consolidated financial statements.
2.4.1.11 49. Commitments and contingencies
Securities / Guarantees
A declaration of guarantee based on article 2:403 of the Dutch Civil Code has been issued by ForFarmers B.V. for the benefit of ForFarmers Nederland B.V., ForFarmers Corporate Services B.V., Reudink B.V. and ForFarmers DML B.V. For the acquisition of BOCM PAULS ltd, guarantees have been issued amounting to € 1.5 million.
2.4.1.12 50. Remuneration of the board of supervisory directors and the statutory board of directors
The remuneration of the board of supervisory directors and the statutory board of directors equals the remuneration of the board of supervisory directors and the statutory board of directors as declared in note 35 of the explanatory notes to the consolidated financial statements. During the year under review 7 employees were employed by the company who were all employed in the Netherlands.
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