Quarterly Report • Aug 26, 2016
Quarterly Report
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Lochem, 26 August 2016
(*) Results first six months of 2016 are compared to the first six months of 2015 (**) Operating result excluding depreciations and amortisation
| For the six months ended 30 June | ||||||
|---|---|---|---|---|---|---|
| In millions of euro (unless indicated otherwise) |
2016 | 2015* | Total change in % | Currency Like-for-like | Acquisition | |
| Total Feed volume (x 1.000 ton) | 4,562 | 4,434 | 2.9% | 1.3% | 1.6% | |
| Compound feed | 3,135 | 3,163 | -0.9% | |||
| Revenue | 1,070.5 | 1,120.1 | -4.4% | -1.8% | -4.1% | 1.5% |
| Gross profit | 206.5 | 210.5 | -1.9% | -2.1% | -1.0% | 1.2% |
| Operating expenses | -176.1 | -181.2 | 2.8% | 2.3% | 1.4% | -0.9% |
| EBITDA** | 46.0 | 42.9 | 7.2% | -1.6% | 5.5% | 3.3% |
| EBITDA excluding incidental items |
46.3 | 42.8 | 8.2% | -1.6% | 6.5% | 3.3% |
| Operating profit | 32.8 | 30.7 | 6.8% | -1.6% | 5.3% | 3.1% |
| Profit after tax | 25.0 | 24.7 | 1.2% | |||
| Basic earnings per share (x € 1) | 0.236 | 0.231 | 2.2% |
| 30 June 2016 | 31 December 2015 | ||
|---|---|---|---|
| Equity | 396.7 | 407.2 | |
| Solvability*** | 57.3% | 55.2% |
* The figures for the six months ended 30 June 2015 are presented based on IFRS. For further information, please refer to the Annual Report 2015. ** EBITDA is operating profit before depreciation and amortization
*** Solvency ratio is equity divided by total assets
General remark: percentages are presented based on the rounded amounts in million euro
'In the first half year farmers were still facing challenges due to continuing pressure on prices for milk, meat and eggs. By focusing on improving the returns on farm with our Total Feed approach, the volume of feed that farmers bought from us has increased. The acquisition that we made in the United Kingdom last year also contributed to our result. Both in macro political and macroeconomic terms, the first six months of 2016 continued being restless with the Brexit as the most significant event. The weakening of the Pound sterling had an adverse effect on our results due to the translation of the Pound sterling into Euro. In these challenging circumstances we were able to improve our 'underlying EBITDA'*, largely through the implementation of our efficiency programme One ForFarmers. These results and the fact that we announced an important acquisition in the Netherlands after balance sheet date, are fully in line with our Horizon 2020 strategy.
already be traded via the trading platform was instrumental for the smooth transition to EURONEXT Amsterdam. ForFarmers believes in a strong future for the agricultural sector and we continue to dedicate ourselves to this fully. With that we mean the continuity of the farm, but also the future in a broader sense: a healthy future for the sector and for sustainable food manufacturing as a whole. We do this in close collaboration with our customers, for a better return at the farm, a healthier livestock and a higher efficiency. Our specialised and expert advisors offer Total Feed solutions on the basis of specific advice. We want to propagate this message even more powerfully and that is why we now launch our mission 'For the Future of Farming'. Everything that we do, we do, because we believe in it. That is good for the farmer and therefore for all stakeholders', says Yoram Knoop, CEO of ForFarmers.
The fact that our depositary receipts could previously
* 'Underlying EBITDA' is the operating result before depreciations and amortisation (EBITDA) excluding incidental items.
(compared to the first six months of 2015)
tonnes): more Total Feed was sold in both the Netherlands and the Germany/Belgium cluster (4.2% and 2.9% respectively). The growth of the volume in the United Kingdom cluster (1.1%) comprises a like-forlike decline (-3.6%) which was more than compensated by the acquisition of Countrywide in May last year. The total volume of Total Feed supplied by ForFarmers can be divided in a like-for-like increase of 57,000 tonnes (1.3%) and an increase through acquisitions of 71,000 tonnes (1.6%). ForFarmers observed a slight decline of the total volume of compound feed: the ruminant sector showed a stable to slight volume decrease. The swine sector showed a decline. The compound feed volume in the poultry sector increased.
The decrease (-4.4%) of revenue over the first six months of 2016 to €1,070.5 million is the result of a combination of the passing on of lower raw material prices and the effect of the devaluation of the Pound sterling (€20.4 million, -1.8%) which was partly compensated by acquisition effects (€17.0 million,
The Total Feed volume increased by 2.9% (128,000 +1.5%) and the effect of the 2.9% increase in volume.
With an impact of -2.1%, the devaluation of the Pound sterling is the main explanation for the reported decrease (-1.9%) of the gross profit. The Netherlands and Germany/Belgium reported a growth of their gross profit (4.4% and 6.8% respectively), due to, among other things, a better mix of the sold Total Feed volume and a positive contribution of strategic partnerships. In the United Kingdom, the gross profit excluding the currency effect decreased (-6.6%) due to the continuing low milk price and the pressure on the liquidity positions of farmers, as a result of which more lower-value feed products were purchased.
Total operating expenses decreased by €5.1 million, to €176.1 million. The like-for-like decrease of the operating expenses amounted to €2.6 million (- 1.4%). The effect of the devaluation of the Pound sterling was - €4.1 million (-2.3%) and the effect of acquisitions (+€1.6 million, +0.9%). The like-for-like decrease is largely due to the ongoing implementation of the efficiency programme One ForFarmers.
The expenses also included additional costs of €1.5 million for the listing on the stock exchange and an incidental item of €1.6 million with respect to the organisation in the United Kingdom. The net addition to the provisions for bad debts was €0.7 million lower than in the comparative period last year.
Depreciations and amortisation increased by €1.0 million to €13.2 million: €0.9 million like-for-like increase, €0.4 million due to acquisitions and a negative currency translation effect of €0.3 million.
| For the six months ended 30 June |
||||
|---|---|---|---|---|
| In millions of euro | 2016 | 2015 | ∆ | ∆% |
| EBITDA | 46.0 | 42.9 | 3.1 | 7.2% |
| Gain on sale of investments and assets held for sale | - 1.3 | - 0.1 | - 1.2 | |
| Restructuring cost / Impairment non-current assets | 1.6 | - | 1.6 | |
| Underlying* EBITDA | 46.3 | 42.8 | 3.5 | 8.2% |
| FX effect | 0.7 | - | 0.7 | |
| Underlying* EBITDA, at constant currencies | 47.0 | 42.8 | 4.2 | 9.8% |
| Operating profit (EBIT) | 32.8 | 30.7 | 2.1 | 6.8% |
| Underlying* operating profit (EBIT) | 33.4 | 30.6 | 2.8 | 9.2% |
* 'Underlying' entails excluding incidental items
The growth of EBITDA over the first six months of 2016 of 7.2% includes the translation effect of - €0.7 million of the Pound sterling (-1.6%) and two incidental items: a total book profit, reported under other operating income, on the sale of land in Oss (€0.9 million) and the sale of Leafield in the United Kingdom (€0.4 million). In addition, restructuring costs (€1.6 million) were included relating to the decision for a reorganisation in the United Kingdom.
The underlying EBITDA accordingly increased by 8.2% to €46.3 million.
The number of employees on 30 June 2016, presented in fulltime equivalents, was 2,314, slightly lower than on 31 December 2015 (2,370) mostly due to the already initiated restructuring and a divestment in the United Kingdom.
The profit for the period increased by €0.3 million (1.2%), to €25.0 million. Two elements contributed to this:
The effective tax burden over the first six months of 2016 arrives at 23.3% compared to 27.0% over the comparative period in 2015 when this percentage was affected by some one-off expenses.
| In thousands of euro | The Netherlands |
Germany / Belgium |
United Kingdom |
Group / | eliminations Consolidated |
|---|---|---|---|---|---|
| Total Feed volume (in tons) | 2,050,530 | 976,705 | 1,535,023 | - | 4,562,258 |
| Revenue | 501,623 | 261,436 | 339,066 | -31,627 | 1,070,498 |
| Gross profit | 98,409 | 34,490 | 73,391 | 160 | 206,450 |
| Other operating income | 1,392 | 541 | 466 | 3 | 2,402 |
| Operating expenses | -68,679 | -30,242 | -65,482 | -11,657 | -176,060 |
| Operating profit | 31,122 | 4,789 | 8,375 | -11,494 | 32,792 |
| Gain on sale of investments and assets held for sale | -910 | - | -374 | - | -1,284 |
| Restructuring cost / Impairment non-current assets | - | - | 1,573 | - | 1,573 |
| Incidental items | -910 | - | 1,199 | - | 289 |
| Underlying operating profit | 30,212 | 4,789 | 9,574 | -11,494 | 33,081 |
| Depreciation, amortisation and impairment | 4,240 | 1,940 | 5,654 | 1,358 | 13,192 |
| Underlying EBITDA | 34,452 | 6,729 | 15,228 | -10,136 | 46,273 |
| For the six months ended 30 June 2015 | |||||
| The | Germany / | United | Group / | ||
| In thousands of euro | Netherlands | Belgium | Kingdom | eliminations Consolidated | |
| Total Feed volume (in tons) | 1,967,124 | 948,814 | 1,518,419 | - | 4,434,357 |
| Segment revenue | 500,408 | 262,364 | 386,199 | -28,839 | 1,120,132 |
| Gross profit | 94,259 | 32,280 | 83,557 | 417 | 210,513 |
| Other operating income | 923 | 318 | 212 | 6 | 1,459 |
| Operating expenses | -68,740 | -29,186 | -74,564 | - 8,738 | -181,228 |
| Operating profit | 26,442 | 3,412 | 9,205 | -8,315 | 30,744 |
| Gain on sale of investments and assets held for sale | - | - | -137 | - | -137 |
| Restructuring cost / Impairment non-current assets | - | - | - | - | - |
| Incidental items | - | - | -137 | - | -137 |
| Underlying operating profit | 26,442 | 3,412 | 9,068 | -8,315 | 30,607 |
| Depreciation, amortisation and impairment | 4,207 | 1,765 | 5,042 | 1,167 | 12,181 |
Underlying EBITDA 30,649 5,177 14,110 -7,148 42,788
The strong increase of milk production, as of the ending of the milk quota system, in combination with a weakening demand due to, among other things, the export ban to Russia, resulted in low milk prices, often below cost price level. This resulted in the fact that, predominantly in the United Kingdom, farmers were compelled to reduce their cattle herd. Meanwhile the first signs of recovery have become visible in the market.
Lately, swine farming faced the negative effect of high
production and the lost export to Russia, as a result of which there was considerable pressure on prices. Production has meanwhile decreased and demand has improved, mostly from China, leading to better prices again.
The poultry sector experienced relatively good prices at the beginning of 2016 which, however, have come under pressure in the last months. The broiler sector is affected by growing competition (mainly from Poland and Ukraine).
| For the six months ended 30 June |
|||||
|---|---|---|---|---|---|
| In thousands of euro | 2016 | 2015 | |||
| Total Feed volume (in tons) | 2,050,530 | 1,967,124 | |||
| Revenue | 501,623 | 500,408 | |||
| Gross profit | 98,409 | 94,259 | |||
| Other operating income | 1,392 | 923 | |||
| Operating expenses | -68,679 | -68,740 | |||
| Operating profit | 31,122 | 26,442 | |||
| Gain on sale of investments and assets held for sale | -910 | - | |||
| Restructuring cost / Impairment non-current assets | - | - | |||
| Incidental items | -910 | - | |||
| Underlying operating profit | 30,212 | 26,442 | |||
| Depreciation, amortisation and impairment | 4,240 | 4,207 | |||
| Underlying EBITDA | 34,452 | 30,649 |
The Total Feed volume increased by 4.2% to 2.1 million tonnes, primarily due to a growth in the volume in the ruminant sector that was still limited by the milk quota system in the first quarter of 2015. The volume sold by ForFarmers in the swine sector remained stable compared to last year whilst the market as a whole decreased. ForFarmers also sold more feed to the poultry sector. Although the volume that we sold for broilers decreased because of animal welfare concepts (fewer animals on the same surface area), this was more than compensated by the increase in feed sold for layers. Since a couple of months, however, egg prices have come under pressure due to increasing competition from abroad. Reudink reported a strong increase of volume of its organic feed, also because the demand for organic feed in general is growing.
The gross profit increased by 4.4% to €98.4 million: a combination of the volume increase with slightly higher margins per tonne partly driven by strategic partnerships, and a strong growth in the organic segment.
Due to the growth of volume and the associated higher production and transport costs the total operating expenses increased slightly, but decreased per tonne Total Feed. The other – non volume- related – operating expenses remained fairly stable. In addition, less central overhead expenses (-€0.4 million) were allocated. Furthermore, Pavo and Reudink contributed positively to the growth of underlying EBITDA by 12.7% to €34.5 million.
| For the six months ended 30 June |
|||||
|---|---|---|---|---|---|
| In thousands of euro | 2016 | 2015 | |||
| Total Feed volume (in tons) | 976,705 | 948,814 | |||
| Revenue | 261,436 | 262,364 | |||
| Gross profit | 34,490 | 32,280 | |||
| Other operating income | 541 | 318 | |||
| Operating expenses | -30,242 | -29,186 | |||
| Operating profit | 4,789 | 3,412 | |||
| Gain on sale of investments and assets held for sale | - | - | |||
| Restructuring cost / Impairment non-current assets | - | - | |||
| Incidental items | - | - | |||
| Underlying operating profit | 4,789 | 3,412 | |||
| Depreciation, amortisation and impairment | 1,940 | 1,765 | |||
| Underlying EBITDA | 6,729 | 5,177 |
The Total Feed volume in the cluster
Germany/Belgium increased by 2.9%, to 1.0 million tonnes, mainly in the ruminant sector due to the further roll-out of the Total Feed concept and direct sales on farm. Our volume in the poultry sector increased somewhat both in Germany and Belgium and in the swine sector the growth mostly took place in East Germany.
The gross profit increased by 6.8% to €34.5 million which can largely be explained by more volume and margin per tonne as a result of an improved product mix and a larger share of direct sales on farm.
As a result of the strengthening of the organisation with, among other things, additional sales advisors and due to higher volumes, the total operating expenses increased slightly, but decreased per tonne Total Feed. In addition, more central overhead costs (€0.6 million) were charged. Underlying EBITDA increased substantially to €6.7 million (+28.9%).
| For the six months ended 30 June |
|||||
|---|---|---|---|---|---|
| In thousands of euro | 2016 | 2015 | |||
| Total Feed volume (in tons) | 1,535,023 | 1,518,419 | |||
| Revenue | 339,066 | 386,199 | |||
| Gross profit | 73,391 | 83,557 | |||
| Other operating income | 466 | 212 | |||
| Operating expenses | -65,482 | -74,564 | |||
| Operating profit | 8,375 | 9,205 | |||
| Gain on sale of investments and assets held for sale | -374 | -137 | |||
| Restructuring cost / Impairment non-current assets | 1,573 | - | |||
| Incidental items | 1,199 | -137 | |||
| Underlying operating profit | 9,574 | 9,068 | |||
| Depreciation, amortisation and impairment | 5,654 | 5,042 | |||
| Underlying EBITDA | 15,228 | 14,110 |
The Total Feed volume in the United Kingdom increased by 1.1% to 1.5 million tonnes: volume net of acquisition decreased by 55,000 tonnes (- 3.6%), which was in line with the general market developments. This shortfall was more than compensated by the volume sold by Countrywide, the company which was acquired in May last year. Whilst the volume in the ruminant and the swine sector decreased, an increase of volume was achieved in the poultry sector. The like-for-like development of the gross profit (excluding acquisition and currency effects) showed a decrease of 9.9%. This is largely the result of an increase in volume off-take from dairy farmers of the lower-value feed products due to the lower milk price and constraints in farmers' liquidity positions. Countrywide contributed €2.6 million (+3.1%) to the gross profit. Due to the devaluation of the Pound sterling there was a translation effect of - €4.5 million (- 5.4%). The reported total gross profit accordingly decreased by 12.2%.
The operating expenses decreased in the first half year of 2016, despite an incidental item of €1.6 million, on lower volume-related expenses and an increased efficiency. Moreover, less central overhead costs
(€0.8 million) were allocated. Underlying EBITDA amounted to €15.2 million (1H15: €14.1 million), which includes an impact of - €0.7 million currency translation.
In order to effectively respond to the market developments, and in line with the Horizon 2020 strategy, a reorganisation process was initiated in June 2016. The purpose is to streamline the organisation in the United Kingdom in order to realise the roll-out of the Total Feed concept that is offered direct on farm and to enhance customer intimacy. Furthermore, efficiency needs to be improved through full integration of the acquisitions, further consolidation of local offices and the introduction of new processes. The associated incidental item amounted to €1.6 million in the first half of 2016.
In the second half of this year further plans are being made, including projects to simplify the route to market, optimise customer focus and to further increase efficiencies in the supply chain. These projects will require additional investments. The reorganisation will be completed by the end of 2017 so that its positive effects will contribute to the results as of 2018.
Equity decreased by €10.5 million to €396.7 million over the first six months of 2016 (compared to 31 December 2015). This is due mainly to the addition of the first half year 2016 net result (€25.0 million), to the payment of dividend (€24.7 million) and because the translation effect of the United Kingdom operating segment (- €6.4 million) and the change in the pension scheme (net effect of - €5.7 million) were processed as direct changes in the equity capital. The solvency increased further from 55.2% at the end of 2015 to 57.3% as of 30 June 2016.
The net cash balance per 30 June 2016 arrives at a net cash position of €52.8 million compared to €33.3 million at the end of 2015, as a result of which there is a net improvement in the net cash position. The working capital decreased by €6.4 million to €122.6 million. The decrease in raw material prices contributed to this.
The investments in fixed assets over the first six months of 2016 amounted to a total of €10.0 million, and the depreciations on assets (excluding customer base) amounted to €11.6 million. Because the planned investment in the new factory in Exeter (£10 million) has begun and taking into account the investments for the new office location (approx. £4 million) in the United Kingdom, as a result of the planned centralisations, the investments will be higher in the second half of 2016.
On 22 July 2016, ForFarmers announced the takeover of VleutenSteijnVoeders. The acquisition is still pending approval by the competition authorities in the Netherlands and Germany. The transaction of approximately € 30 million will be paid in two parts: 70% at closing and approximately 30% after three years, on the achievement of targets which have been specified in advance. The acquisition is expected to be closed before the end of 2016.
It is expected that the devaluation of the Pound sterling will have a larger negative effect in the result of the second half of 2016, as compared to the second half of 2015.
Although the sentiment around the ruminant sector is still poor, the first signs of recovery are visible in the market. The expectation for the swine sector has improved in the short-term due to the increasing export of pork to China. It seems the poultry sector will be more influenced by increasing competition and price pressure. ForFarmers confirms its earlier announced guidance for the medium term of an on average annual increase of EBITDA growth in the mid single digits at constant currencies, barring other unforeseen circumstances.
ForFarmers will publish a "trading update" on 23 November 2016.
Messrs Yoram Knoop (CEO), Arnout Traas (CFO) and Jan Potijk (COO) will present the ForFarmers 2016 half-year results today from 08.30 – 09.30 am in a conference call (in Dutch). For access to the live audio webcast of the conference call, you can log in via the corporate website www.forfarmersgroup.eu. You can also download the presentation slides via the corporate website. The audio webcast will remain available on the website.
Messrs Yoram Knoop (CEO), Arnout Traas (CFO) and Jan Potijk (COO) will present the ForFarmers 2016 half-year results today from 10.00 – 11.00 am in a conference call (in English). For access to the live audio webcast of the conference call, you can log in via the corporate website www.forfarmersgroup.eu. You can also download the presentation slides via the corporate website. The audio webcast will remain available on the website.
Caroline Vogelzang Director Investor Relations and Communications T: 0031 6 10 94 91 61 E: [email protected]
ForFarmers (Lochem, the Netherlands) is an internationally operating feed company that offers total feed solutions for conventional and organic livestock farming.
ForFarmers gives its very best "For the Future of Farming": for the continuity of farming and for a financially secure sector that will continue to serve society for generations to come in a sustainable way. By working side-by-side with farmers ForFarmers delivers real benefits: better returns, healthier livestock and greater efficiency. This is achieved by offering tailored and Total Feed solutions and a targeted approach with specialist and expert support.
With sales of approximately 9.0 million tons of feed annually, ForFarmers is market leader in Europe. ForFarmers has 2,370 employees and production facilities in the Netherlands, Belgium, Germany and the United Kingdom. In 2015, the turnover arrived at €2.2 billion.
ForFarmers N.V. Postbus 91 7240 AB Lochem T: +31 (0)573 28 88 00, F: +31 (0)573 28 88 99 [email protected], www.forfarmersgroup.eu
● Interim Financial Statements 2016: condensed consolidated interim financial statements
The 2016 half year report (incl. condensed consolidated interim financial statements) will be available from 26 August 2016 on the ForFarmers website (www.forfarmersgroup.eu).
The results in this press release are derived from the ForFarmers 2016 interim financial statements, which have not been audited by the external auditor, and have been drawn up in accordance with the International Financial Reporting Standards as adopted by the EU (IFRS).
General remark: percentages are presented based on the rounded amounts in million euro.
In view of the fact that shares are freely tradable on EURONEXT Amsterdam, ForFarmers operates under the supervision of the Financial Markets Authority (AFM) and the company acts in accordance with the prevailing regulations for share-issuing companies.
23-11-2016 Publication Q3 2016 Trading Update 14-03-2017 Publication 2016 annual results 26-04-2017 Annual General Meeting 17-08-2017 Publication first half-year 2017 results
This press release contains forward-looking statements, including those relating to ForFarmers legal obligations in terms of capital and liquidity positions in certain specified scenarios. In addition, forward-looking statements, without limitation, may include such phrases as "intends to", "expects", "takes into account", "is aimed at", ''plans to", "estimated" and words with a similar meaning. These statements pertain to or may affect matters in the future, such as ForFarmers future financial results, business plans and current strategies. Forward-looking statements are subject to a number of risks and uncertainties, which may mean that there could be material differences between actual results and performance and expected future results or performances that are implicitly or explicitly included in the forward-looking statements. Factors that may result in variations on the current expectations or may contribute to the same include but are not limited to: developments in legislation, technology, jurisprudence and regulations, share price fluctuations, legal procedures, investigations by regulatory bodies, the competitive landscape and general economic conditions. These and other factors, risks and uncertainties that may affect any forward-looking statements or the actual results of ForFarmers, are discussed in the last published annual report. The forward-looking statements in this press release are only statements as of the date of this document and ForFarmers accepts no obligation or responsibility with respect to any changes made to the forward-looking statements contained in this document, regardless of whether these pertain to new information, future events or otherwise, unless ForFarmers is legally obliged to do so.
| 31 | |||
|---|---|---|---|
| In thousands of euro | Note | 30 June 2016 |
December 2015 |
| Assets | |||
| Property, plant and equipment | 12 | 187,640 | 197,731 |
| Intangible assets and goodwill | 13 | 79,547 | 89,202 |
| Investment property | 819 | 822 | |
| Trade and other receivables | 21 | 13,013 | 12,494 |
| Equity-accounted investees | 14 | 18,409 | 19,714 |
| Other investments | 21 | 30 | 38 |
| Deferred tax assets | 3,686 | 3,135 | |
| Non-current assets | 303,144 | 323,136 | |
| Inventories | 15 | 67,319 | 83,675 |
| Biological assets | 6,856 | 6,096 | |
| Trade and other receivables | 21 | 212,265 | 231,423 |
| Current tax assets | 2,635 | 39 | |
| Cash and cash equivalents Assets held for sale |
21 16 |
99,793 - |
88,293 4,579 |
| Current assets | 388,868 | 414,105 | |
| Total assets | 692,012 | 737,241 | |
| Equity | |||
| Share capital | 17 | 1,063 | 106,261 |
| Share premium | 17 | 143,554 | 38,356 |
| Treasury share reserve | 17 , 18 | -5 | -399 |
| Translation reserve Hedging reserve |
-1,857 349 |
4,505 - |
|
| Other reserves and retained earnings | 223,870 | 203,081 | |
| Unappropriated result | 25,001 | 50,707 | |
| Equity attributable to owners of the Company | 391,975 | 402,511 | |
| Non-controlling interests | 4,718 | 4,643 | |
| Total equity | 396,693 | 407,154 | |
| Liabilities | |||
| Loans and borrowings | 21 | 46,988 | 52,967 |
| Employee benefits | 19 | 70,123 | 70,474 |
| Provisions | 3,343 | 3,475 | |
| Deferred tax liabilities | 8,352 | 8,990 | |
| Non-current liabilities | 128,806 | 135,906 | |
| Loans and borrowings | 21 | - | 1,991 |
| Provisions | 20 | 2,566 | 1,049 |
| Trade and other payables | 21 | 158,129 | 183,152 |
| Current tax liability | 5,818 | 7,989 | |
| Current liabilities | 166,513 | 194,181 | |
| Total liabilities | 295,319 | 330,087 | |
| Total equity and liabilities | 692,012 | 737,241 |
| For the six months ended 30 June |
|||
|---|---|---|---|
| In thousands of euro | Note | 2016 | 2015 |
| Revenue | 1,070,498 | 1,120,132 | |
| Cost of raw materials and consumables | -864,048 | -909,619 | |
| Gross profit | 8 | 206,450 | 210,513 |
| Other operating income | 9 | 2,402 | 1,459 |
| Operating income | 208,852 | 211,972 | |
| Employee benefit expenses | 10 , 18 , 19 | -76,981 | -73,966 |
| Depreciation and amortisation | 12 , 13 | -13,192 | -12,181 |
| Other operating expenses | -85,887 | -95,081 | |
| Operating expenses | 10 | -176,060 | -181,228 |
| Operating profit | 32,792 | 30,744 | |
| Finance income | 561 | 2,093 | |
| Finance costs | -2,582 | -2,593 | |
| Net finance costs | -2,021 | -500 | |
| Share of profit of equity-accounted investees, net of tax | 1,485 | 2,822 | |
| Profit before tax | 32,256 | 33,066 | |
| Income tax expense | 11 | -7,180 | -8,168 |
| Profit for the period | 25,076 | 24,898 | |
| Profit attributable to: | |||
| Owners of the Company | 25,001 | 24,666 | |
| Non-controlling interests | 75 | 232 | |
| Profit for the period | 25,076 | 24,898 | |
| Earnings per share in euro *) | |||
| Basic earnings per share | 0.236 | 0.231 | |
| Diluted earnings per share | 0.236 | 0.231 |
| For the six months ended 30 June |
||||
|---|---|---|---|---|
| In thousands of euro | Note | 2016 | 2015 | |
| Profit for the period | 25,076 | 24,898 | ||
| Other comprehensive income | ||||
| Items that will never be reclassified to profit or loss | ||||
| Remeasurement of defined benefit liability (net of tax) | 19 | -5,698 | -4,676 | |
| -5,698 | -4,676 | |||
| Items that are or may be reclassified to profit or loss | ||||
| Foreign operations – foreign currency translation differences (net of tax) | -6,362 | 4,911 | ||
| Cash flow hedges - effective portion of changes in fair value (net of tax) | 21 | 453 | - | |
| Cash flow hedges - reclassified to profit or loss (net of tax) | 21 | -104 | - | |
| -6,013 | 4,911 | |||
| Other comprehensive income, net of tax | -11,711 | 235 | ||
| Total comprehensive income | 13,365 | 25,133 | ||
*) Earnings per share attributable to ordinary equity holders of the parent
| Attributable to owners of the Company | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| In thousands of euro Note |
Share Capital |
Share premium |
Treasury share reserve |
Translation reserve |
Hedging reserve |
Other reserves and retained earnings |
Unap propriated result |
Total | Non controlling |
interest Total equity |
| Balance as at 1 January 2016 |
106,261 | 38,356 | -399 | 4,505 | - | 203,081 | 50,707 | 402,511 | 4,643 | 407,154 |
| Addition from unappropiated result |
- | - | - | - | - | 50,707 | -50,707 | - | - | - |
| Total comprehensive income | ||||||||||
| Profit | - | - | - | - | - | - | 25,001 | 25,001 | 75 | 25,076 |
| Other comprehensive income |
- | - | - | -6,362 | 349 | -5,698 | - | -11,711 | - | -11,711 |
| Total comprehensive income |
- | - | - | -6,362 | 349 | -5,698 | 25,001 | 13,290 | 75 | 13,365 |
| Transactions with owners of the Company Contributions by and distributions |
||||||||||
| Dividends | - | - | - | - | - | -24,732 | - | -24,732 | - | -24,732 |
| Purchase/sale of own shares 18 |
- | - | -33 | - | - | -1,430 | - | -1,463 | - | -1,463 |
| Adaptation par value shares 17 |
-105,198 | 105,198 | 427 | - | - | -427 | - | - | - | - |
| Equity-settled share-based payments 18 |
- | - | - | - | - | 2,369 | - | 2,369 | - | 2,369 |
| Total transactions with owners of the Company |
-105,198 | 105,198 | 394 | - | - | -24,220 | - | -23,826 | - | -23,826 |
| Balance as at 30 June 2016 |
1,063 | 143,554 | -5 | -1,857 | 349 | 223,870 | 25,001 | 391,975 | 4,718 | 396,693 |
For the six months ended 30 June 2015
| Attributable to owners of the Company | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Treasury | Other reserves and |
Unap | Non | ||||||||
| In thousands of euro |
Note | Share Capital |
Share premium |
share reserve |
Translation reserve |
Hedging reserve |
retained earnings |
propriated result |
Total | controlling | interest Total equity |
| Balance as at 1 January 2015 |
106,261 | 38,356 | -466 | 2,326 | - | 169,262 | 48,140 | 363,879 | 4,363 | 368,242 | |
| Addition from unappropiated result |
- | - | - | - | - | 48,140 | -48,140 | - | - | - | |
| Total comprehensive income | |||||||||||
| Profit | - | - | - | - | - | - | 24,666 | 24,666 | 232 | 24,898 | |
| Other comprehensive income |
- | - | - | 4,911 | - | -4,676 | - | 235 | - | 235 | |
| Total comprehensive |
|||||||||||
| income | - | - | - | 4,911 | - | -4,676 | 24,666 | 24,901 | 232 | 25,133 | |
| Transactions with owners of the Company Contributions by and distributions |
|||||||||||
| Dividends | - | - | - | - | - | -18,707 | - | -18,707 | - | -18,707 | |
| Purchase/sale of own shares |
18 | - | - | -33 | - | - | -369 | - | -402 | - | -402 |
| Equity-settled share-based payments |
18 | - | - | - | - | - | 45 | - | 45 | - | 45 |
| Total transactions with owners of the Company |
- | - | -33 | - | - | -19,031 | - | -19,064 | - | -19,064 | |
| Balance as at 30 June 2015 |
106,261 | 38,356 | -499 | 7,237 | - | 193,695 | 24,666 | 369,716 | 4,595 | 374,311 |
| For the six months ended 30 June |
|||
|---|---|---|---|
| In thousands of euro Note |
2016 | 2015 | |
| Cash flows from operating activities | |||
| Profit for the year | 25,076 | 24,898 | |
| Adjustments for: | |||
| Depreciation 12 |
10,358 | 9,961 | |
| Amortisation 13 |
2,834 | 2,220 | |
| Change in fair value of biological assets | -24 | -82 | |
| Net impairment loss on trade receivables | 445 | 1,125 | |
| Net finance costs | 2,021 | 500 | |
| Share of profit of equity-accounted investees, net of tax | -1,485 | -2,822 | |
| Gain on sale of property, plant and equipment 12 |
-158 | -7 | |
| Gain on sale of investments 7 |
-374 | - | |
| Gain on sale of assets held for sale 16 |
-910 | -137 | |
| Equity-settled share-based payment expenses 18 |
231 | 31 | |
| Tax expense 11 |
7,180 45,194 |
8,168 43,855 |
|
| Changes in: | |||
| Inventories & biological assets | 14,025 | 7,773 | |
| Trade and other receivables | 7,628 | 377 | |
| Trade and other payables | -18,213 | -10,987 | |
| Provisions and employee benefits | -845 | 392 | |
| Cash generated from operating activities | 47,789 | 41,410 | |
| Interest paid | -1,197 | -1,437 | |
| Taxes paid | -9,781 | -5,990 | |
| Net cash from operating activities | 36,811 | 33,983 | |
| Cash flows from investing activities Interest received |
832 | 972 | |
| Dividends received | 2,766 | 5,753 | |
| Proceeds from sale of property, plant and equipment 12 |
560 | 530 | |
| Proceeds from sale of investments | 535 | - | |
| Proceeds from sale of assets held for sale 16 |
5,575 | 1,000 | |
| Acquisition of subsidiary, net of cash acquired | - | -14,048 | |
| Acquisition of property, plant and equipment 12 |
-9,997 | -6,835 | |
| Acquisition of intangible assets 13 |
-53 | -736 | |
| Net cash from (used in) investing activities | 218 | -13,364 | |
| Cash flows from financing activities | |||
| Proceeds from purchase and sale of treasury shares | 1,471 | 107 | |
| Proceeds from sale of treasury shares relating to employee participation plan | 2,115 | - | |
| Repurchase of treasury shares relating to participation plan | -2,683 | -2,257 | |
| Payment of financial lease | -87 | -156 | |
| Dividend paid 17 |
-24,732 | -18,707 | |
| Net cash used in financing activities | -23,916 | -21,013 | |
| Net increase/decrease in cash and cash equivalents | 13,113 | -394 | |
| Cash and cash equivalents at 1 January 21 |
86,500 | 75,194 | |
| Effect of movements in exchange rates on cash held | 180 | 1,927 | |
| Cash and cash equivalents at 30 June 21 |
99,793 | 76,727 |
ForFarmers N.V. (the 'Company') is a public limited company domiciled in the Netherlands. The Company's registered office is at Kwinkweerd 12, 7241 CW Lochem. The condensed consolidated interim financial statements ('interim financial statements') as at and for the six months ended 30 June 2016 comprise ForFarmers N.V. and its subsidiaries (jointly the 'Group' or 'ForFarmers') and the Group's interest in its joint venture.
ForFarmers N.V. is an international organisation, active in North Western Europe, that offers nutritional solutions for both conventional and organic livestock farms mainly in the ruminant, swine, poultry and equine sectors. With its Total Feed Business the organisation offers a complete range of products, from feed to seeds and fertilisers. On 23 May 2016, ForFarmers changed its legal form from ForFarmers B.V. to ForFarmers N.V. to enable its public listing that became effective on 24 May 2016.
The interim financial statements were authorised for issuance by the Board of Directors and Board of Supervisory Directors on 25 August 2016.
The interim financial statements in this report have not been audited.
These interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting, and should be read in conjunction with the Group's last annual consolidated financial statements as at and for the year ended 31 December 2015 ('last annual financial statements'), which were prepared in accordance with International Financial Reporting Standards as adopted by the European Union (EU-IFRSs, hereafter stated as IFRS) and section 2:362 sub 9 of the Netherlands Civil Code.
The interim financial statements do not include all of
the information required for a complete set of IFRS financial statements. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group's financial position and performance since the last annual financial statements. The accounting policies applied in these interim financial statements are the same as those applied in the last annual financial statements.
The interim financial statements were prepared in accordance with the going concern principle.
These interim financial statements are presented in euro, which is the Company's functional currency. All amounts have been rounded to the nearest thousand, unless otherwise indicated. The subsidiaries' functional currencies are mainly the euro and Pound sterling. Most of their transactions, and resulting balance occur in their local and functional curreny. The following exchange rates have been applied for the six months ended:
| 31 december 2014: | € 1.00 = £ 0.7789 |
|---|---|
| 30 june 2015: | € 1.00 = £ 0.7114 |
| 31 december 2015: | € 1.00 = £ 0.7340 |
| 30 june 2016: | € 1.00 = £ 0.8265 |
| 30 june 2015: | € 1,00 = £ 0,7323 |
|---|---|
| 30 june 2016: | € 1,00 = £ 0,7788 |
In preparing these interim financial statements, management has made judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses. Actual results may differ from these estimates.
The significant judgements made by management in applying the Group's accounting policies and the key sources of uncertainties with respect to
estimates were the same as those that applied to the last annual financial statements.
A number of the Group's accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets and liabilities.
The Group regularly reviews significant unobservable inputs and valuation adjustments. If third party information, such as broker quotes or pricing services, is used to measure fair values, then the Group assesses the evidence obtained from the third parties to support the conclusion that these valuations meet the requirements of IFRS, including the level in the fair value hierarchy in which the valuations should be classified.
When measuring the fair value of an asset or a liability, the Group uses market observable data as far as possible. Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows.
inputs).
The Group recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.
If the inputs used to measure the fair value of an asset or a liability might be categorised in different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.
The Group has the following three strategic clusters, which are its operating segments.
The Group's products include compound feed and blends, feed for young animals and specialities, raw materials and co-products to seed and fertilisers. Core activities are feed production, logistics and providing Total Feed solutions based on nutritional expertise. Information related to each reportable segment is set out below. Consistent with the last annual financial statements, segment operating profit represents the earnings before interest and tax.
| In thousands of euro | The Netherlands |
Germany / Belgium |
United Kingdom |
Group / | eliminations Consolidated |
|---|---|---|---|---|---|
| External revenues | 469,920 | 261,436 | 339,066 | 76 | 1,070,498 |
| Inter-segment revenues | 31,703 | - | - | -31,703 | - |
| Segment revenue | 501,623 | 261,436 | 339,066 | -31,627 | 1,070,498 |
| Gross profit | 98,409 | 34,490 | 73,391 | 160 | 206,450 |
| Depreciation, amortisation and impairment | -4,240 | - 1,940 | -5,654 | -1,358 | -13,192 |
| Operating profit | 31,122 | 4,789 | 8,375 | -11,494 | 32,792 |
| In thousands of euro | The Netherlands |
Germany / Belgium |
United Kingdom |
Group / | eliminations Consolidated |
|---|---|---|---|---|---|
| External revenues | 471,494 | 262,364 | 386,184 | 90 | 1,120,132 |
| Inter-segment revenues | 28,914 | - | 15 | -28,929 | - |
| Segment revenue | 500,408 | 262,364 | 386,199 | -28,839 | 1,120,132 |
| Gross profit | 94,259 | 32,280 | 83,557 | 417 | 210,513 |
| Depreciation, amortisation and impairment | -4,207 | -1,765 | -5,042 | -1,167 | -12,181 |
| Operating profit | 26,442 | 3,412 | 9,205 | -8,315 | 30,744 |
The reconciliation between the clusters' operating results and the Group's profit before tax is as follows:
| For the six months ended 30 June |
||
|---|---|---|
| In thousands of euro | 2016 | 2015 |
| Segment result | 32,792 | 30,744 |
| Finance income | 561 | 2,093 |
| Finance cost | -2,582 | -2,593 |
| Share of profit of equity accounted investees, net of tax |
1,485 | 2,822 |
| Profit before tax | 32,256 | 33,066 |
The non-current assets of the clusters is as follows:
| In thousands of euro | 30 June 2016 |
31 December 2015 |
|---|---|---|
| Non-current assets | ||
| Netherlands | 100,869 | 101,303 |
| Germany / Belgium | 67,849 | 70,680 |
| United Kingdom | 130,599 | 150,678 |
| Group / eliminations | 3,827 | 475 |
| Total | 303,144 | 323,136 |
Non-current assets for this purpose consist of property, plant and equipment, investment properties, intangible assets and goodwill, and the Group's net investment in its joint venture HaBeMa (included in
cluster Germany / Belgium). The decrease in noncurrent assets relating to the United Kingdom is mainly the result of the foreign currency translation effect. Reference is made to Note 12 and 13 for more information on property, plant and equipment respectively intangible assets and goodwill.
The working capital of the clusters is as follows:
| In thousands of euro | 30 June 2016 |
31 December 2015 |
|---|---|---|
| Netherlands | 15,896 | 14,067 |
| Germany / Belgium | 40,652 | 49,048 |
| United Kingdom | 44,802 | 51,914 |
| Group / eliminations | 21,211 | 13,990 |
| Total | 122,561 | 129,019 |
The working capital consists of inventories, biological assets, trade and other receivables less current liabilities. The group is not dependent on any individually major customers. The decrease in the working capital relating to the United Kingdom is mainly the result of the foreign currency translation effect. Furthermore the working capital in Germany / Belgium has decreased compared to 31 December 2015, as the harvest of the second half of 2015 has
been used in the first half of 2016 which is why the inventories have decreased as per 30 June 2016. The working capital at Group has increased due to prepaid income taxes.
Except for inventory (reference is made to Note 4 and 15) there is no significant seasonal pattern when comparing the first with the second half of a year.
During the six months ended 30 June 2016, there were no acquisitions. For more information on the transaction with VleutenSteijnVoeders B.V. reference is made to Note 24. Events after the reporting date.
During the six months ended 30 June 2015, the Group acquired Countrywide Farmers (UK). The acquisition date was 1 May 2015. The provisional fair values of the identifiable assets and liabilities of Countrywide Farmers as disclosed in the last annual financial statements did not change during the six months ended 30 June 2016 and have become final.
As per 30 June 2016 the Group sold its interest in Leafield Feeds Ltd. to SugaRich for € 1.3 million, resulting in a gain of € 0.4 million that has been recognised as other operating income in the statement of profit or loss. The Leafield bread and biscuit products are mainly sold to business clients. As such, this model varies from the ForFarmers strategy to sell directly to farm and therefore the decision has been taken to sell Leafield. The sale concerns a share transaction of the entity Leafield Feeds Ltd. that comprises the production site in Wakefield, West Yorkshire and 15 employees. Since the transaction is
effective as per 30 June 2016, the corresponding assets and liabilities of Leafield Feeds Ltd. were deconsolidated and fully transferred to SugaRich.
During the six months ended 30 June 2015, there were no disposals of investments.
Gross profit decreased by € 4.0 million compared to the six months ended 30 June 2015. Excluding the foreign currency effect (€ 4.5 million), acquisition effect (- € 2.6 million) the gross profit decreased by € 2.1 million (like-for-like decrease).
Under the other operating income of six months ended 30 June 2016 an amount of € 1.3 million is included that relates to the disposal of Leafield Feeds Ltd. as at 30 June 2016 and the disposal of a site which previously was classified as asset held for sale (reference is made to Note 16. Assets held for sale).
The decrease in total operating expenses amounting to € 5.1 million can be explained by an foreign currency effect (- € 4.1 million), acquisition effect (€ 1.6 million) and incidental items (€ 1.6 million), which relate to restructuring costs in the United Kingdom, recognised under the employee benefit expenses. Without these items the total operating expenses decreased by € 4.2 million.
The increase in employee benefit expenses is mainly the result of the aforementioned restructuring costs amounting to € 1.6 million and the further strenghtening of the organisation and the acquisition of Countrywide (May 2015). For more information with respect to the restructuring, reference is made to Note 20. Provisions.
Tax expense is recognised based on management's best estimate of the weighted-average annual income tax rate expected for the full financial year multiplied by the pre-tax income of the interim reporting period.
The Group's consolidated effective tax rate for the six months ended 30 June 2016 was 23.3% (six months ended 30 June 2015: 27.0%). The decrease of the effective tax rate was primarily the result of some one-off tax charges in the six months ended 30 June 2015.
The movements on property, plant and equipment during the six months ended 30 June 2016 can be specified as follows:
| In thousands of euro | Total |
|---|---|
| Cost | |
| Balance at 1 January 2016 | 420,354 |
| Divestments | -1,169 |
| Additions | 9,928 |
| Disposals | -1,103 |
| Effect of movements in exchange rates | -22,370 |
| Balance at 30 June 2016 | 405,640 |
| Balance at 30 June 2016 | -218,000 |
|---|---|
| Effect of movements in exchange rates | 13,679 |
| Disposals | 701 |
| Impairment | - |
| Depreciation | -10,358 |
| Divestments | 601 |
| Balance at 1 January 2016 | -222,623 |
| Carrying amounts | |
|---|---|
| At 1 January 2016 | 197,731 |
| At 30 June 2016 | 187,640 |
The movements relating to divestments are the result of the deconsolidation of Leafield Feeds Ltd. as per 30 June 2016, refer to note 7.
The movements on intangible assets and goodwill during the six months ended 30 June 2016 can be specified as follows:
| In thousands of | Intangible | ||
|---|---|---|---|
| euro | Goodwill | assets | Total |
| Cost | |||
| Balance at 1 January 2016 |
52,862 | 62,483 | 115,345 |
| Acquisitions through business combinations |
- | - | - |
| Additions | - | 53 | 53 |
| Disposals | - | -30 | -30 |
| Effect of movements in exchange rates |
-3,092 | -5,774 | -8,866 |
| Balance at 30 June 2016 |
49,770 | 56,732 | 106,502 |
| Balance at 1 January 2016 |
- | -26,143 | -26,143 |
|---|---|---|---|
| Amortisation | - | -2,834 | -2,834 |
| Impairment loss | - | - | - |
| Disposals | - | 24 | 24 |
| Effect of movements in exchange rates |
- | 1,998 | 1,998 |
| Balance at 30 June 2016 |
- | -26,955 | -26,955 |
| Carrying amounts | |||
| At 1 January 2016 | 52,862 | 36,340 | 89,202 |
Goodwill acquired through business combinations with indefinite lives is allocated to the Netherlands, Germany / Belgium and United Kingdom, which are also operating and reportable segments, for impairment testing. The Group performed its annual impairment test in December 2015 for 2015. For the six months ended 30 June 2016 no indicators for potential impairment were identified for goodwill nor for other intangible assets.
The amounts under equity-accounted investees (€ 18,409 thousand as per 30 June 2016, respectively € 19,714 thousand as per 31 December 2015) fully relate to HaBeMa Futtermittel Produktions- und
Umschlagsgesellschaft GmbH & Co. KG (HaBeMa), the only joint arrangement in which the Group participates. HaBeMa is one of the Group's suppliers and is principally engaged in trading of raw materials, storage and transhipment, production and delivery of compound feeds in Hamburg, Germany.
HaBeMa is structured as a separate vehicle and the Group has a residual interest in the net assets of the entity. Accordingly and consistent with the last annual financial statements, the Group has classified its interest in HaBeMa as a joint venture. The Group does not have any commitments or contingent liabilities relating to HaBeMa, except for the purchase commitments of goods as part of the normal course of business.
At 30 June 2016 the total amount of inventories decreased compared to 31 December 2015, since the seasonal effect of the harvest reflects its impact in the second half year. Furthermore, the decrease in inventories can be explained by the foreign currency translation effect.
Other inventories include trading inventories which are part of the Group's Total Feed business and which mainly include fertilizers and seeds.
During the six months ended 30 June 2016 there were no inventory write-downs recognised in the statement of profit or loss (six months ended 30 June 2015: nil).
At the end of 2015 the land site Oss in The Netherlands has been reclassified from investment property to asset held for sale as management had initiated a plan to sell the respective site and expected that the site would be sold within twelve months after the balance sheet date. During the six months ended 30 June 2016, the land site Oss has been sold for € 5.6 million resulting in a gain of € 0.9 million that has been recognised as other operating income in the statement of profit or loss, see note 9.
On 15 April 2016, it was resolved to amend the articles of association of the Company in their entirety. Accordingly, the legal form of the Company was converted into a public limited company and the par value of the shares was reduced from € 1.00 to € 0.01 per share with an effective date per 23 May 2016.
At 30 June 2016, the authorised share capital comprised 106.0 million ordinary shares of € 0.01 each. At balance sheet date all shares were issued and fully paid.
At the General Meeting of 15 April 2016 the dividend was approved of € 0.23299 per share. On 22 April 2016 € 24.7 million was paid out as cash dividend and charged against retained earnings.
On 15 April 2016, the Group offered the two 2016 employee participation plans. One plan relates to members of the board and senior management, the other plan relates to other employees. For both plans the participants are required to remain in service for the 36 consecutive months to entitle the discount on the depository receipts being purchased. The employee is entitled to buy depository receipts at a discount of between 13.5% and 20% on the fair value of the depository receipt at the grant date, for which additional depository receipts are provided. The conditions of both plans are consistent with the participation plans applicable for 2015 and 2014 which have been disclosed in the notes of the last annual financial statements.
During the six months ended 30 June 2016, 34 employees (of which 8 foreign employees) participated to the participation plan for the board and senior management and 319 employees (of which 61 foreign employees) participated to the participation plan for other employees. The total number of participants comprises 15% of the total number of the Group's employees.
The value of the depository receipt of the Company, for which the employee could buy their depository receipts, was determined as the average closing price in the 5 trading days during the period 19 - 25 April 2016 which average amounted to € 6.24. The Group is liable for employment tax obligations relating to the discount of the depository receipts. The foreign employee tax obligations is based on the fair value of the depository receipts on settlement date.
Since the Group transferred the depository receipts to the participant's accounts in the second half of 2016 whilst the participant's contributions were received in six months ended 30 June 2016, the corresponding depository receipts were in custody as part of retained earnings as per 30 June 2016.
Consistent with the last annual financial statements separate employee benefit plans are applicable in the various countries where the Group operates.
| In thousands of euro | 30 June 2016 |
31 December 2015 |
|---|---|---|
| Liability for net defined benefit obligations |
67,679 | 67,216 |
| Liability for other long-term service and incentive obligations |
2,444 | 3,258 |
| 70,123 | 70,474 |
As a result of a new pension plan for employees in The Netherlands effective from 1 January 2016, no new rights are being built up in the Group's defined benefit plans (the UK and German defined benefit plans were already ended in previous years). The following table shows a reconciliation from the opening balance to the closing balances for the net defined benefit liability and its components.
| In thousands of euro | Total |
|---|---|
| Balance at 1 January 2016 | 67,216 |
| Included in profit or loss | |
| Current service cost | 9 |
| Administrative expenses | 279 |
| Interest cost | 1,096 |
| 1,384 | |
| Included in OCI | |
| Remeasurement loss | 7,268 |
| Effect of movements in exchange rates | -5,776 |
| 1,492 | |
| Other | |
| Employer contributions and direct benefit payments |
-2,413 |
| -2,413 | |
| Balance at 30 June 2016 | 67,679 |
The remeasurement loss of € 7,268 thousand is mainly relating to actuarial losses as result of the decreased interest rates during the six months period ended 30 June 2016. Net of tax the remeasurement loss amounts € 5,698 thousand which was recognised through Other Comprehensive Income.
A restructuring cost of € 1,573 thousand was recognised as provision under current liabilities during the six months ended 30 June 2016. This is in respect of the Group's committed restructuring in the United Kingdom.
The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.
| Carrying amount | ||||
|---|---|---|---|---|
| In thousands of euro |
Other investments |
Trade and other receivables |
Cash and cash equivalents |
Total |
| Financial assets measured at fair value | |||
|---|---|---|---|
| Fuel swaps | 528 | 528 | |
|---|---|---|---|
| (level 2 fair value |
|||
| hierarchy) | a |
| Total | 30 | 225,278 | 99,793 | 325,101 | |
|---|---|---|---|---|---|
| Cash and cash equivalents |
d | 99,793 | 99,793 | ||
| Trade and other receivables |
c | 224,750 | 224,750 | ||
| Equity securities |
b | 30 | 30 |
| Carrying amount | ||||
|---|---|---|---|---|
| In thousands of euro |
Loans and borrowings |
Bank overdrafts |
Trade and other payables |
Total |
| Total | -46,988 | - | -158,129 | -205,117 | |
|---|---|---|---|---|---|
| Trade and other payables |
h | -157,898 | -157,898 | ||
| Finance lease liabilities |
g | -231 | -231 | ||
| Unsecured bank loans |
f | -46,988 | - | -46,988 | |
| Bank overdrafts |
e | - | - | ||
| Financial liabilities not measured at fair value |
Consistent with the last annual financial statements, netting agreements have been entered into with respect to cash and cash equivalents and bank overdrafts. These netting agreements meet the criteria for offsetting in the statement of financial position. As at 30 June 2016 the netting resulted in no bank overdrafts. As at 31 December 2015 bank overdrafts amounting to € 1,793 thousand were included under current loans and borrowings. Including the cash and cash equivalents amounting to € 88,293 thousand as at
31 December 2015, the opening balance as at 1 January 2016 of the cash and cash equivalents in the statement of cash flows amounts € 86,500 thousand. The following table show the valuation technique used in measuring Level 2 fair values, as well as the
| Type | Valuation technique | Significant unobservable inputs |
|---|---|---|
| Interest rate swaps, fuel swaps and future contracts (a) |
The Group enters into derivative financial instruments with financial institutions with investment grade credit ratings. Derivative financial instruments are valued using valuation techniques, which employs the use of market observable inputs. The most frequently applied valuation techniques include swap models, using present value calculations. |
Not applicable. |
| Financial instruments not measured at fair value | |
|---|---|
| -------------------------------------------------- | -- |
| Type | Valuation technique | Significant unobservable inputs |
|---|---|---|
| Equity securities (non-current) (b) |
For investments in equity instruments that do not have a quoted market price in an active market for an identical instrument (i.e. a Level 1 input) disclosures of fair value are not required. |
Not applicable. |
| Loans and receivables (non-current) (c) |
Discounted cash flows. | Not applicable. |
| Cash, trade and other receivables and other financial liabilities (current) (c,d,e,h) |
Given the short term of these instruments, the carrying value is close to the market value. |
Not applicable. |
| Other financial liabilities (non-current) (f,g) |
Discounted cash flows. The fair value of the long-term debts is equal to the carrying value as floating interest rates are applicable consistent with the financing agreement. |
Not applicable. |
During the six months ended 30 June 2016 the Group has entered into derivatives to hedge the risks associated with changes in fuel prices. In the frame of these cash flow hedges, maturities relate to realisation dates of hedged items and therefore cash flow hedge accounting is applied. Amounts of fair value presented in equity (€ 453 thousand net of tax) are recycled in the statement of profit or loss at realisation dates of hedged items (€ 104 thousand net of tax). The remaining contractual maturities of these derivatives will expire ultimately at 31 December 2016 with corresponding cash settlement in the opening of January 2017.
The commitments and contingencies, as disclosed in the last annual financial statements, did not change materially during the six months ended 30 June 2016.
During the six months ended 30 June 2016 there were no changes in respect of the nature and size of the related parties compared with the last annual financial statements.
On 22 July 2016 ForFarmers announced to acquire the shares of VleutenSteijnVoeders B.V. ('Vleuten-Steijn'), a feed company focussed on the swine sector, predominantly in the South East of the Netherlands. ForFarmers shall acquire all shares of Vleuten-Steijn. The acquisition is still pending approval by the competition authorities in the Netherlands and
Germany. The transaction of approximately € 30 million will be paid in two parts: 70% at closing and approximately 30% after three years, on the achievement of targets which have been specified in advance. The acquisition is expected to be closed before the end of 2016. Vleuten-Steijn generated a turnover of some € 91 million in 2015 from the sale of approximately 295,000 tons of feed to mostly larger companies in the swine sector in both the Netherlands and Germany, particularly in the sow and piglet segment. Vleuten-Steijn has outsourced the feed production to third parties.
Vleuten-Steijn will remain active as an independent entity within ForFarmers, whereby the two director owners and 10 of Vleuten-Steijn's employees will remain employed by Vleuten-Steijn following the closing of the acquisition.
The closing of the transaction is expected before the end of 2016.
Lochem, the Netherlands, 25 August 2016
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