annual report 2014
Transcription
annual report 2014
ANNUAL REPORT 2014 KONINKLIJKE COÖPERATIE AGRIFIRM U.A. ANNUAL REPORT 2014 IS PUBLISHED BY KONINKLIJKE COÖPERATIE AGRIFIRM U.A. THE ANNUAL REPORT IS PUBLISHED IN DUTCH AND ENGLISH. THE DUTCH VERSION REPRESENTS THE AUTHENTIC TEXT. THE ENGLISH VERSION IS A TRANSLATION AND IS FOR CONVENIENCE PURPOSES ONLY. ALL AMOUNTS IN THIS ANNUAL REPORT ARE STATED IN THOUSANDS OF EUROS UNLESS INDICATED OTHERWISE KONINKLIJKE COÖPERATIE AGRIFIRM U.A. Landgoedlaan 20 7325 AW APELDOORN, the Netherlands T +31 88 488 1000 F +31 88 488 1900 www.agrifirm.com [email protected] Koninklijke Coöperatie Agrifirm U.A. annual report 2014 Contents 1. Agrifirm profile ............................................................................................................................................ 3 2. Key figures .................................................................................................................................................. 4 3. Report of the supervisory board ............................................................................................................... 5 4. Report of the executive board ................................................................................................................... 7 5. Agrifirm group companies ....................................................................................................................... 10 5.1 Member companies ......................................................................................................................... 10 5.2 Feed Europe.................................................................................................................................... 13 5.3 Specialities ...................................................................................................................................... 15 5.4 Co-products ..................................................................................................................................... 16 5.5 Knowledge & Innovation cluster ...................................................................................................... 17 5.6 Services........................................................................................................................................... 18 6. Koninklijke Coöperatie Agrifirm U.A. ...................................................................................................... 20 7. Risk management ..................................................................................................................................... 25 8. Financial statements ................................................................................................................................ 27 8.1 Consolidated balance sheet as at 31 December ............................................................................. 28 8.2 Consolidated profit & loss account .................................................................................................. 30 8.3 Consolidated cash flow statement ................................................................................................... 31 8.4 Notes to the consolidated financial statements ............................................................................... 32 8.5 Basis of preparation and significant accounting policies.................................................................. 34 8.6 Notes to the consolidated balance sheet ......................................................................................... 39 8.7 Notes to the consolidated profit & loss account ............................................................................... 46 8.8 Notes to the consolidated cash flow statement ............................................................................... 49 8.9 Company balance sheet as at 31 December ................................................................................... 50 8.10 Company profit & loss account ........................................................................................................ 50 8.11 Notes to the company balance sheet and profit & loss account ...................................................... 51 8.12 Other information ............................................................................................................................. 53 Addresses ............................................................................................................................................................ 55 Koninklijke Coöperatie Agrifirm U.A. ...................................................................................................................... 55 Group companies................................................................................................................................................... 55 Participating interests ............................................................................................................................................. 56 1 Koninklijke Coöperatie Agrifirm U.A. annual report 2014 2 Koninklijke Coöperatie Agrifirm U.A. annual report 2014 1. Agrifirm profile Koninklijke Coöperatie Agrifirm U.A. is market leader in the Netherlands and is globally engaged in the production and supply of products and services for feeding animals and cultivating crops. Its cooperative origin has been translated into benefits for its customers and members since 1892. On the basis of the breadth of its international activities, sector knowledge and innovative strength, Agrifirm develops innovative products and services that yield benefits at the farm level to livestock farmers and growers alike. Agricultural farmers are of vital importance to society and of crucial importance to the world food supply. Enterprising livestock farmers and growers are aware of this and have been anticipating social trends for years. Farmers and market gardeners established the first cooperatives well before 1900. Together they acquired greater strength, for example in the purchase and sale of products. The role of the cooperatives has grown along with the trends in the market and in society. The interests of Agrifirm’s members are decisive in this respect. MISSION Agrifirm is an agricultural cooperative that operates globally, with members in the Netherlands only, and with the following mission: ‘Generating sustainable value for its members’ Agrifirm accomplishes this by: > Supporting customers by providing sustainable and profitable products and concepts that enable livestock farmers and growers to achieve the best possible results. > Creating growth in value for the company that is partially passed on to the cooperative’s members through means of a cooperative profit-sharing scheme (Member Dividend and Member Discount). The Agrifirm Group creates value for members, customers, companies and employees through means of various subsidiaries and participating interests in the Netherlands and abroad. This creates an opportunity for distributing benefits to members. OPERATING PRINCIPLES Agrifirm is first and foremost a committed specialist for livestock farmers and growers, which supports its customers with innovative products, concepts and services, thus enabling them to achieve the best possible results. To achieve this, Agrifirm acts in accordance with three leading operating principles. These principles guide Agrifirm in everything it does and ensure that there is an optimal connection with the requirements and needs of livestock farmers and growers. Passion for our profession If there is one aspect that connects Agrifirm with customers, it would be the passion we have for our profession. Agrifirm is proud of the companies in the agricultural sectors. Agrifirm’s employees stand out on the basis of their professional knowledge and their high level of commitment to the livestock farming and growing professions, and enjoy going the extra mile in order to achieve the best possible service and results for their customers. Always staying on top of things Successful enterprise requires continuous alertness for new developments, opportunities, quality, revenues and costs. This applies to livestock farmers and growers, and likewise to Agrifirm. This is why the principle, always staying on top of things, applies. Working towards tomorrow Agricultural entrepreneurs not only consider the present, but, even more important, the future as well, often across many generations. This requires vision, knowledge and expertise. Agrifirm looks ahead and, together with customers and chain partners, works on innovative and sustainable solutions that enable customers to operate successfully ‘tomorrow’ as well. AMBITION Agrifirm wants to further strengthen its leadership position on the Dutch market in terms of sales and perception by being a front runner in terms of knowledge and innovation, and through customer-oriented consulting services. The enterprise wants to expand its market share within the core area of the Netherlands, as well as beyond, through organic growth and profitable acquisitions. To realise this ambition, Agrifirm works with well-trained employees who are sincerely interested in their customers. Agrifirm operates in four core areas: compound feed, arable farming and horticulture, co-products and specialties. A professional knowledge & innovation cluster serves as the engine for knowledge development and product innovation. In addition, Agrifirm is active with a number of service companies and participating interests. 3 Koninklijke Coöperatie Agrifirm U.A. annual report 2014 2. Key figures (all amounts are stated in millions of euros unless indicated otherwise) 2014 2013 2012 2011 2010 2,359 26.9 1.1% -11.7 2,532 33.3 1.3% - 2,436 18.5 0.8% - 2,272 23.5 1.0% -6.0 1,983 37.2 1.9% -22.7 15.2 -9.0 33.3 -7.6 18.5 -7.9 17.5 -6.7 14.5 -2.4 6.2 0.7 3.1 25.7 4.9 20.4 10.6 16.9 21.1 10.8 5.6 10.0 12.1 13.6 24.7 331.5 116.8 448.3 366.1 146.0 512.1 352.4 263.2 615.6 372.2 176.1 548.3 369.1 150.2 519.3 388.5 15.5 44.3 488.3 51.6% 393.2 17.4 101.5 512.1 48.6% 382.4 24.4 208.8 615.6 42.7% 367.4 17.6 163.3 548.3 45.7% 367.8 30.9 120.6 519.3 48.5% 35.4 36.6 56.6 31.7 53.4 28.9 32.3 28.0 35.6 27.5 60.9 110.8 8.7 4.1 74.5 14.0 12.8 13.3 9.5 21.4 2,999 2,956 3,106 3,028 3,126 Compound feed Co-products Premixes & concentrates Total animal feed Cereals, potatoes, onions and carrots Fertilisers Total arable products 4,248 2,371 461 7,080 612 430 1,042 4,109 2,508 442 7,059 688 377 1,065 4,155 2,217 414 6,786 617 374 991 4,135 2,230 352 6,717 663 391 1,054 4,326 2,229 Total sales volume Crop protection products (in € millions) 8,122 131.7 8,124 119.8 7,777 116.5 7,771 119.5 7,622 104.9 Revenues and result Net turnover Operational income (excluding exceptionals) Operational income as % of turnover Exceptional charges Operating income Net finance expenses Profit before income tax Result participating interests Net income Net assets Fixed assets Net working capital Total net assets Financing Group equity Provisions Net debt Total financing Group equity as % of balance sheet total Investments Investments fixed assets Depreciation fixed assets Cash flow Cash flow from operating activities Member distributions Member Dividend / Member Discount 1) Staff Number of employees year-end (in FTEs) Sales volume (x 1,000 tonnes) 1) 2) 4 before 2013 Member Dividend and Client Discount tonnes not available Koninklijke Coöperatie Agrifirm U.A. annual report 2014 2) 6,555 691 376 1,067 3. Report of the Supervisory Board The Supervisory Board forms a personal union together with the board of the Koninklijke Coöperatie Agrifirm U.A. At 31 December 2014, the Supervisory Board comprised the following persons: Mr. T.P. Koekkoek, Almkerk (Chairman), Mr. A.A.J.M. Kamp, Raamsdonk (Vice-chairman) Mr. A.J.C.M. Görtz, Baarlo (member) Ms R.T. Koopmans-Van Dalen, Oosterwolde (member) Mr. A.M.M. Lammers, Bavel (external member) Mr. J.T.P.M. Rooijakkers, Dalfsen (external member) Mr. M.G. Scholtens, Luttelgeest (member) Mr. A.C.M. Smits, Wilbertoord (member) > > > > > > > > due to stand down and ineligible for reappointment in 2018 due to stand down and eligible for reappointment in 2016 due to stand down and ineligible for reappointment in 2017 due to stand down and eligible for reappointment in 2015 due to stand down and ineligible for reappointment in 2017 due to stand down and ineligible for reappointment in 2016 due to stand down and eligible for reappointment in 2018 due to stand down and eligible for reappointment in 2018 Mr. T.P. Koekkoek and Mr. M.G. Scholtens were nominated for another term in 2014. The members council unanimously supported these nominations and reappointed the Supervisory Board members eligible for reappointment. For the vacancy created in 2013, the nomination committee, following an extensive screening process, nominated Mr. A.C.M. Smits from Wilbertoord (Province of Noord-Brabant), entrepreneur in the pig farming sector, arable farming, bio-fermentation and by-products, among others, to assume the role of Supervisory Board member. The members council unanimously, by acclamation, voted to accept this nomination. The following table reflects the positions and ancillary positions of the members of the Supervisory Board. Member Position Profession Ancillary positions Mr. T.P. (Theo) Chairman Agricultural entrepreneur > Koekkoek arable / poultry farming Board member of the Nationaal Coöperatieve Raad (Dutch National Cooperatives Council) > Member of the Supervisory Board of Stichting Achmea Rechtsbijstand (Achmea Legal Aid Foundation) > Chairman of the Supervisory Board of Rabobank Altena, Chairman association Rabobank SouthWest Mr. A.A.J.M. (Arian) Vice- Agricultural entrepreneur Kamp chairman dairy farming Mr. A.J.C.M. (Ton) Görtz Member Agricultural entrepreneur pig > Member of the management board CDA (Dutch political party) > Member of the Supervisory Board of Rabobank Nederland > Board member of the Limburg Agricultural and Horticultural farming Ms. R.T. (Rieneke) Member Koopmans–van Dalen Association (LLTB) Pig Farming Section dairy farming > > > Agricultural entrepreneur Member of the Supervisory Board of DOC Kaas BV Member of the members council of the Rabobank HeerenveenSouth-east, Province of Friesland Mr. A.M.M. (Ton) External Retired, formerly: Lammers member Vice-chairman of the Member of the Supervisory Board Gezondheidsdienst voor Dieren BV (Animal Health Service BV) Executive Board and CFO of the Vion Food Group Chairman of the Supervisory Board Stichting Rosengaerde Managing director Twence BV > > Agricultural entrepreneur > Chairman, Pool Committee for Consumer Potatoes, Agrico > None Mr. J.T.P.M. (Jan) External Retired, formerly: Rooijakkers member Mr. M.G. (Marcel) Member Scholtens Mr. A.C.M. (Teun) Smits Advisor and coach arable farming Member Agricultural entrepreneur agriculture / pig farming Agrifirm’s 2013 financial statements were adopted by the members council on 25 March 2014. The members council also granted the Supervisory Board of Agrifirm Group BV discharge for the supervision exercised and the Executive Board of Agrifirm Group BV and the board of Koninklijke Coöperatie Agrifirm U.A. discharge for the policies pursued. In 2014 Agrifirm further developed and specified its strategic policy lines laid down in the 2014-2016 Strategic Plan: ‘Agrifirm the best company in its market by 2016’. This has resulted in a restated vision entitled: ‘Focus and Acceleration’. The core of the strategy is a further focus on core activities and an acceleration of various 5 Koninklijke Coöperatie Agrifirm U.A. annual report 2014 improvement innovations. This is required, because in several markets the result needed to generate sufficient added value for members is not (yet) being realised. The refinement was discussed and approved by the Supervisory Board and the members council. This will enable Agrifirm to position and develop itself in the market with an even greater focus and more decisively. The Supervisory Board met 11 times in 2014. A number of meetings was held in the absence of the Executive Board. The financial reporting was discussed with the Executive Board each quarter. Other key subject areas included potential acquisitions, divestments, strategy, performance of Feed Europe companies and the restructuring of Co-products. At several places within the company the Executive Board intervened with direct actions. The Executive Board made changes within the management of Feed the Netherlands. This is extensively discussed and evaluated with the Supervisory Board. A working visit was made to the plant in Drachten in 2014. The Supervisory Board members spoke with cattle sector production management and sales management concerning trends pertaining to the cattle farming sector in general. A remuneration-, a nomination- and an audit committee operate within the Supervisory Board. > The remuneration committee comprises Mr. T.P. Koekkoek (committee chairman), Mr. A.M.M. Lammers, Mr. A.A.J.M. Kamp and Mr. J.T.P.M. Rooijakkers. The task of this committee is to prepare the decision-making process concerning the remuneration policy and the individual remunerations of the members of the Executive Board. The remuneration committee met several times to discuss the performance and remuneration of the Executive Board. Decisions on this subject were taken by the full Supervisory Board. > The nomination committee comprises Mr. T.P. Koekkoek (committee chairman) and Mr. A.A.J.M. Kamp on behalf of the members of the Supervisory Board. In addition, the committee also comprises two members from the members council and one member from Agrifirm’s central works council. The task of the nomination committee is to issue recommendations to the members council in support of new appointments and reappointments in the Supervisory Board. This committee met several times during the past year and, among other things, met with the candidates eligible for reappointment. In addition, a profile was developed to enable the right candidate to be selected to fill the vacancy that arose. During the course of the year, multiple candidates were interviewed for this vacancy. This resulted in the nomination and appointment of Mr. A.C.M. Smits. > The audit committee comprises Mr. A.M.M. Lammers (committee chairman), Mr. M.G. Scholtens and Mr. A.A.J.M. Kamp. The audit committee performs preparatory tasks related to the accuracy and completeness of the financial reporting, the accounting and internal control systems, risk management, compliance with laws and regulations, as well as the appointment and work methods of the external auditor. The audit committee met several times with and without the presence of the external auditor. During its meetings, the committee also discussed the financial state of affairs and information technology. The Supervisory Board, in its meeting of 2 March 2015, attended by the external auditor, was informed of the 2014 financial result. The board, together with the Executive Board and the external auditor, extensively reviewed various Agrifirm business units, their performance and the implemented improvement processes. 2014 was a year with major differences within our members’ companies and within Agrifirm, in a financial and a general sense. Entrepreneurship both at our farms as within Agrifirm means being sharp, managing risks and act when necessary, every day. Further steps have been taken towards the future of Agrifirm. This can only be done together! Together with the members council, the Executive Board and all employees within all companies, in the Netherlands and abroad. The Executive Board and the Supervisory Board each acted according to the responsibility attached to their role. As a cooperative, cooperation is an integral part of our genes. Cooperation has brought us to where we stand today: a strong, solid company that, as a leader, is active for our members on a daily basis. Cooperation will continue to help us do things even better, even more innovatively, with even greater focus and to even more effectively make a difference for our members. We owe a debt of gratitude to all members, customers, employees and Executive Board, each of whom, in their own way, have contributed to meeting this challenge! Apeldoorn, 2 March 2015 Supervisory board of the Agrifirm Group BV T.P. Koekkoek > Chairman 6 Koninklijke Coöperatie Agrifirm U.A. annual report 2014 4. Report of the Executive Board Refinement of strategy in 2014 creates opportunities for growth Agrifirm refined its strategy in 2014. More than ever before, the focus is on the core activities within the four divisions Compound Feed, Arable Farming and Horticulture, Co-products and Specialities. The focus on the core activities enables these divisions to grow in the Netherlands and Europe, and in case of the Specialities division, globally as well in 2015 and in the years to follow. The recalibration of the strategy required multiple adjustments to be made to the Agrifirm organisation. These incidental expenses are causing the 2014 net result to drop down to a low level. The operating result and Agrifirm’s strong equity position make it possible to increase the 2014 Member Dividend, which members accrue on their sales at Agrifirm Feed, Agrifirm Plant and partially at Agrifirm Co-products, from 0.50% last year to 0.65% this year. The members council unanimously approved this proposal in December 2014. Together with the Member Discount, Agrifirm distributes € 14 million to its members. Part of the new strategy is Agrifirm’s sharper positioning. The ‘in cooperation with’ campaign was created and rolled out for this purpose. In the meantime, more than 100 trucks equipped with pictures of quality products from the agricultural and horticultural sectors are on the road in the Netherlands. This campaign was also successfully introduced in Belgium, Poland and Hungary. During EuroTier 2014, the largest livestock farming trade fair in Europe, held in Hannover, this campaign received a lot of positive feedback from the visitors. Agrifirm also scored high in an independent survey into the appeal of companies on the job market. Among students, Agrifirm proved to be the most attractive organisation in the sector where people wanted to work after completing their studies. The Agrifirm Feed and Agrifirm Plant member companies both managed to increase their market share. They accomplished this by acquiring new customers, as well as by achieving higher customer and partial customer sales volumes. Agrifirm Plant also benefited from the extended growing season in 2014. In the livestock farming sector, the financial scope of pig farms and laying hen poultry farms is minimal due to the continuously persisting low prices for meat and eggs. In the plant sectors, revenues in the bulb cultivation sector have been under pressure for some time, while prices in the fruit cultivation sector are undergoing dramatic developments, in part due to international tensions. Nevertheless, both companies managed to achieve good financial results. Agrifirm Plant performed better than last year. At the end of the year, Agrifirm Feed’s result came under pressure due to the consequences of the bird flu outbreak. This resulted in high costs due to the adjustments that had to be made in logistics, production and operating hygiene. Although the financial results were satisfactory, a change was made in the management of Agrifirm Feed in the latter part of the summer of 2014. A difference in views concerning the way in which the strategy was to be implemented was at the root of this decision. Agrifirm stands for innovation. This has resulted in various product innovations that Agrifirm Plant and Agrifirm Feed have introduced for their customers. The Ruwvoer Totaal (Roughage Total) approach demonstrated the power of synergy among the companies. Together with Agrifirm Exlan, these companies developed an approach designed to tackle the current mineral issue at livestock farms. Higher crop yields form a basic principle in this respect and Agrifirm Plant supplies a great deal of knowledge for this purpose. To help solve the manure and mineral issues, Agrifirm is also one of the initiators of the Manure Investment Fund. Three projects were approved by this Fund in 2014. Within Feed Europe, companies in Poland, Hungary, Serbia and Belgium achieved a positive operating result. In Poland and Hungary there were incidental debtors’ problems. Additional provisions had to be made as a result. In Belgium, Agrifirm has seen a decline in the number of poultry farmers with egg contracts. In 2014, Agrifirm Belgium suffered losses on these contracts due to low egg prices and relatively high feed prices. This situation improved at the end of 2014. The strategy calls for these contracts to be phased out. After 2016, the contracts will have been almost completely phased out and Agrifirm Belgium will then only produce for the liberalised feed market. Effective 1 January 2015, Agrifirm Deutschland was split up into a feed company and a plant company. The organisation was restructured for this purpose to enable it to focus on costs and revenues better. The necessary provisions were made for this reorganisation. 7 Koninklijke Coöperatie Agrifirm U.A. annual report 2014 BV Oldambt, Agrifirm’s dehydration activity, was incorporated into the European compound feed division in 2014. The company experienced an excellent year. Due to the high grass and alfalfa yields, the company realised high drying volumes enabling it to achieve a good financial result. Nuscience, which operates in special feeds throughout the world, experienced a good year. All of the company’s activities contributed to achieving this result, including the acquisitions made in recent years. This provides the company with a solid foundation that will enable it to continue to grow over the coming years, in part by making several considerable investments in production sites in Belgium and China. The interest in Novi-Mix (Serbia) was expanded from 51% to 100% this year. Drastic interventions in the Co-products division were required in 2014. Greatly changed market conditions were the fundamental reason for this. The key cause is the changed pricing policy adopted by suppliers of dry and wet by-products, which makes it more difficult to sell these products to livestock farmers from a pricing perspective. In addition, these products are now offered on the basis of a so-called sale by tender process, which tends to drive up prices. This changed situation compelled Agrifirm to sell the James & Son operations in the United Kingdom. Operations in Germany were terminated as well. The entire organisation was significantly downsized in order to reduce costs. Satisfactory results were achieved in the Netherlands, France and Romania. Now that the market appears to be stabilising and/or normalising somewhat, the organisation is ready to once again achieve good results in 2015. Close cooperation with the feed companies is helping in this respect in terms of establishing an effective customer approach. The Agrifirm Exlan consulting firm, together with the Agrifirm Innovation Centre and the NutriControl laboratory, forms part of the newly formed knowledge cluster. A combination that guarantees innovation and knowledge development. Both Agrifirm Exlan and NutriControl achieved a positive result. The cooperation with BayWa within Agrimec, of which Abemec forms part, is excellent. This is creating benefits in a number of areas, including the sale of parts and second-hand tractors. Yet, the result was under pressure due to the reticence of entrepreneurs to invest in tractors and implements. The pressure on farming income is at the root of this reticence. Agri Retail became a 100% subsidiary of Agrifirm in 2014. This acquisition means that Welkoop will become the only formula used. This allows a clear strategy to be developed for a strong Welkoop brand with the associated shops. Agri Retail and Agrifirm Winkel BV both managed to achieve a good financial result. The participating interest in Holland Malt was sold to Bavaria in 2014. The disposal of minority interests forms part of the Strategy Plan. The formation of Holland Malt achieved an important objective for cereal growers: the creation of a durable sales volume for brewer’s yeast and the realisation of additional cereal storage. Holland Malt had a low return. The sale of Holland Malt created a book loss. However, locked up capital was released and can be invested in activities with a higher return in the upcoming core activities. The other participating interests achieved a good result. 2014 was a transition year for Agrifirm, in which its strategy was refined and the necessary adjustments were made. This resulted in incidental costs that put significant pressure on the net result. Operationally, Agrifirm performed well! The solvency and liquidity continued to develop favourably. Agrifirm has a strong balance sheet, as a result of the measures taken to reduce working capital and focus on the core business. Herewith Agrifirm is prepared for an ambitious 2015. A year in which growth will be visible, in terms of both business operations and profitability. This will be realised by continuous focus on investments in quality, stability and employees. The investments in the businesses will predominantly be geared towards further improvement of efficiency and effectivity of the operations. As an international firm, Agrifirm wants to be the employer of choice in the sector. Therefore Agrifirm will continue the efforts to stay a leading professional company for its employees. The volatility in the sector makes that results of our clients and therefore also Agrifirm’s results are under pressure. Volatile prices of raw materials and returns for our clients, combined with a changing world market where demand and supply are changing constantly, demand for alert and swift reactions. Given the strong financial position, Agrifirm is looking forward positively towards the year 2015. 8 Koninklijke Coöperatie Agrifirm U.A. annual report 2014 Agrifirm’s mission is clear: Generating sustainable value for its members. Strengthening the enterprises of our customers and members has top priority. Agrifirm is devoted to their success! This success is made possible by Agrifirm! The Executive Board expresses its appreciation and gratitude to all Agrifirm employees for their hard work in the dynamic year 2014. Apeldoorn, 2 March 2015 Agrifirm Group BV Executive Board A. Loman J.G.J. Vessies J. Helsen 9 > > > Chairman (CEO) Financial director (CFO) Operational director (COO) Koninklijke Coöperatie Agrifirm U.A. annual report 2014 5. Agrifirm group companies Agrifirm is made up of operating companies that operate within the Netherlands and abroad. There are companies operating in the Netherlands, Belgium, Germany, France, Spain, Hungary, Poland, Ukraine, Serbia, Romania, Bulgaria, Russia, Brazil and China. The development of each company in 2014 is described below. 5.1 Member companies AGRIFIRM FEED An innovative partner for the livestock farmer, for better results on the farm. By increasing its market share in all animal sectors, Agrifirm Feed reinforced its position as market leader in the Dutch animal feed industry in 2014. A significant number of new customers was acquired on the basis of an organisation-wide focus on constant feed quality, innovation, enhancing commercial strength and improved knowledge sharing. Customer losses were significantly reduced through means of an improved internal organisation. Agrifirm Feed’s financial results were satisfactory. Developments on the market for raw materials had a major impact on the revenues of livestock farmers in 2014. Major global harvests and the consequent rise in stocks resulted in a significant decrease in the prices for the most important raw materials for livestock feeds. Through means of consciously deciding to acquire purchasing contracts with a relatively short term, Agrifirm Feed was able to quickly rechange the decline into customer selling prices. The technical results on farms once again improved through means of a continuous focus on product improvement and close cooperation between the livestock farmer and Agrifirm Feed’s field service. In spite of the lower cost of feeds and the positive technical results, financial balances in the laying hen farming and pig farming sectors in particular were under severe pressure. This meant that Agrifirm Feed had to pay a great deal of attention to manage its accounts receivables. The dairy farming sector is preparing itself for 1 April 2015, the date the milk quota will disappear. Agrifirm Feed is anticipating this by focusing on the themes lifespan, feed efficiency and the production of roughage. The new roughage concept Ruwvoer Totaal (Roughage feeding concept) was launched recently. It is a cooperative effort between Agrifirm Feed, Agrifirm Plant and Agrifirm Exlan. Based on the dairy farmer’s specific operating situation, a specific plan is mapped out with this concept for feeding animal and plant. Ruwvoer Totaal integrates wellknown concepts such as PensEfficiënt (Rumen Efficiency), WeideKompas (an instrument for combining grazing and usage of compound feed )and the recently introduced Gemengd Voeren (Mixed Feeding) 2.0 concept. The liquidity position of a number of pig farmers in the pig farming sector remains of concern. In close cooperation with the entrepreneur and his employees, Agrifirm Feed continues to focus on improving the technical results. The new product Robustior for meat pigs has made a significant contribution to this and is since being used on many meat pig farms. With the motto ‘to measure is to know’, we can be of assistance with the help of the calculation modules we have developed, such as Voerwinst (Feed Profit), Sow Control and Big Control (Piglet Control), with mapping out the results, and with linking joint improvement actions to this. In spite of improved egg prices and lower feed prices, balances in the laying hen farming sector continued to be under severe pressure. Agrifirm Feed continues to focus on animal health and yield on the basis of concepts such as Vigor, Scala and Soliq. This resulted in the acquisition of a significant number of new customers in 2014. Our market position also significantly improved in the broiler sector through means of a strong focus on constant feed quality and attracting commercial talent from abroad for our field service. Due to the scale, a more efficient organisation and the geographical location of the production sites, all situated along major waterways, Agrifirm Feed is able to offer low prices. This is a precondition for offering livestock farmers a benefit in comparison to other suppliers in a shrinking compound feed market. In 2014, investments were made in the Drachten site to expand the capacity for cattle feeds in anticipation of the expected growth in sales volumes in 2015. Investments with the objective of further improving efficiency and product quality are planned for the Veghel and Wanssum sites. Improvement actions are underway in Oss to improve product quality and reduce energy consumption. 10 Koninklijke Coöperatie Agrifirm U.A. annual report 2014 Outsourcing the production of organic compound feed effective 1 October 2014 resulted in significant cost savings. The market for organic milk, meat and eggs continues to experience positive development. Agrifirm Feed continues to devote efforts with ambition to this sector. In addition, the outsourcing of transport operations effective 1 January 2014 has resulted in cost savings. Agrifirm Feed has ambitious goals and wants to further increase its market share in the Dutch compound feed market over the coming years. To realise these goals, Agrifirm Feed will continue to differentiate itself by always giving priority to the livestock farmer’s interests, whereby areas of focus, such as high-quality feed, extensive practical knowledge and market-oriented innovation are key themes. In the new organisation structure, Agrifirm Innovation Centre’s innovation managers closely partner with Agrifirm Feed’s field service. The innovation managers are able to quickly anticipate changing markets, laws and regulations, as well as questions from the field. This way maximum returns are achieved on behalf of the livestock farmer. The cooperation with the Agrifirm Plant, Agrifirm Exlan, BV Oldambt and Agrifirm Co-products (Bonda) sister companies has been further intensified, with the objective of further relieving our livestock farmers of any burden and offering them optimal service provision. Agrifirm Feed is an active player in the Secure Feed organisation, an independent foundation focused on securing the safety of all raw materials for the livestock farming sector. This is a basic condition for the Dutch livestock farming sector to be able to continue to grow in a sustainable way and to safeguard its important export position. Agrifirm Feed also cooperates closely with other chain partners in other sectors to secure the quality of end products and to anticipate the wishes of consumers in the retail sector. This trend is expected to continue with animal wellbeing, animal health and sustainability as key themes. The animal production sector is rapidly professionalising. Increases in scale are expected to continue. This means that products and services will be assessed increasingly more critically. Training, coaching and developing current employees and acquiring new talent to meet these increasing demands is a spearhead in this regard. Joost Helsen, acting director Agrifirm Feed: “In 2014 we established an important foundation for the further growth of Agrifirm Feed. We are convinced that, by jointly focusing on results at the farm level, we can further expand our leading market position.” AGRIFIRM PLANT Company is solidly rooted in the market, new opportunities are seized. Agrifirm Plant experienced a successful year during which it proved to be a reliable partner for growers. Initiated improvement and restructuring initiatives are producing results and are resulting in the acquisition of new customers. A factor that proved to be impossible to influence in 2014, was the low level of prices growers were able to receive for their products. Cereal prices declined sharply. The prices for onions and potatoes were extremely low. The prospects for the fruit sector were already moderate, but the Russian boycott had a large negative effect on prices. The 2014 growing season started early and lasted long. One consequence of this was the increased use of crop fertilisers. In terms of grass cultivation by primarily livestock farmers, for which Agrifirm Plant also supplies fertilisers, there was at least one additional cutting. Due to the increase in the processing capacity of organic manure, its supply was lower than it was in 2013. The fertilisers are packaged and blended at the Utrecht and Langeweg sites. Agrifirm Plant realised a higher fertiliser sales volume than last year. The availability of fertilisers was very tight this spring as a result of global demand. Due to Agrifirm Plant’s excellent purchasing position, growers did not experience any supply problems. The sharp rise in the Top Line tailor-made fertilisers stood out. It is a development initiated by Agrifirm Plant. These tailor-made fertilisers make it possible to align the supply of minerals even better with a crop’s needs. This prevents losses. 11 Koninklijke Coöperatie Agrifirm U.A. annual report 2014 As a leading party, Agrifirm Plant is involved in the social debate concerning sustainable agriculture and bulb cultivation. This involvement is reflected in responsible consulting services and innovative techniques. The sale of crop protection products rose. This was in part due to a growing season with higher disease rates, the new customer acquisitions, as well as the realisation of a higher share of the purchases made by partial customers. Agrifirm Plant supplies on the basis of the motto ‘efficient when possible, haste when necessary’. This means that the bulk of the sales is supplied from specialised storage facilities or processing companies. If urgent deliveries are needed, this can be done from regional distribution centres. In 2014 there was a slight increase in the number of urgent orders. The cause of this was the closure of local branches on the one hand, and growers trusting this system and limiting their stocks on the other hand. The ‘From-the-farm’ concept (pickup of cereals from the farm) introduced by Agrifirm Plant was further expanded in 2014. This system proved its added value in the Province of Flevoland in 2013, and this trend has continued there, as well as at locations outside this province. The Graansloot site in Kampen is now fully complete. Because of the completion of Phase 2, it is now possible to store a total of 130,000 tonnes of cereals. The quality of the cereals was good. In accordance with the adopted direction, Agrifirm Plant will phase out a number of branches. In 2014, thirteen sites were closed (2013: ten sites) and another seven sites will be closed in 2015 after the close of the season. This has already resulted in a significant reduction in costs. Good communication in the areas around closed sites or sites that are to be closed is of crucial importance. Business reasons are the motivation for the closures. These reasons must be clear and thus remove the sentiments that are sometimes present. The redesign of the sowing seed site in Emmeloord was completed in 2014. This site operates in accordance with the most modern insights. Sales increased slightly in part due to the ‘I-Seed Coating’. New sales conditions were introduced in 2014. These conditions, even more strongly than before, make the cost maker the cost bearer too. This encourages customers to make more efficient choices for the number of deliveries and the size of the individual deliveries. These conditions had a positive impact, both for customers and for Agrifirm. In addition to a reduction in the number of employees by twelve FTEs in 2014, the Agrifirm Plant organisation also experienced a rejuvenation. This creates new zeal and brings in new ideas. In addition, Agrifirm Plant is increasingly working with external parties, for example in the logistics sector. A great deal of attention is devoted to directing these external parties and managing the agreements negotiated with them. Vincent Roelofs, deputy director Agrifirm Plant: “Following various adjustments, the organisation is more clear-cut and operations are running smoothly. The continuous changes in the sector require a company that is a front runner, and that has an eye for innovations and renewal. We are ready to raise the service we provide to growers to an even higher level.” 12 Koninklijke Coöperatie Agrifirm U.A. annual report 2014 5.2 Feed Europe AGRIFIRM BELGIUM Successful market positioning. The financial result of the Belgian feed company is in line with expectations, in part due to a focus on cost control and an efficient production process. Through means of clever marketing, Agrifirm Belgium is increasing its name recognition in the Belgian market. The campaign ‘in cooperation with’ is making a key contribution to this. In addition, Agrifirm Belgium is cooperating with the ‘Vlaanderens Trots’ (Flanders Proud) initiative that displays the value of agriculture and horticulture to the public at large via television and other media. In spite of difficult market conditions in the pig and laying hen farming sector, Agrifirm Belgium nevertheless achieved autonomous growth in the sale of livestock feeds. Sales in the broiler farming sector in particular rose. A striking finding is that the sales volume in the laying hen farming sector stayed up to par, even though Agrifirm Belgium is phasing out its egg contracts. The concept-based approach, focused on creating sustainable value for livestock farmers, is catching on. In striving for an efficient organisation in 2014, the commercial department was restructured. In addition, the cooperation with Agrifirm Feed Nederland was further intensified. This is making knowledge available to the Belgian market more quickly and provides major synergy benefits. The field service clearly profiles itself as a partner for the livestock farmer this way. In addition, livestock farmers can place their orders online in Belgium too via ‘My Agrifirm’, a development that is fitting given the increasing automation in the sector. Agrivent was a highlight in 2014. More than 1,000 clients visited the production site in Grobbendonk and enjoyed a pleasant festive afternoon and evening. Adrie Brands, director Agrifirm Belgium: “We are all about making our mark in the market by supplying top quality feeds, while keeping costs under control at the same time.” AGRIFIRM POLSKA Positive acquisition of new customers due to better quality feed. The focus on product leadership is giving sales in Poland a strong impulse. The company is acquiring new customers at a rate of between 10% and 15%, especially in the broiler farming sector. Customers furthermore appreciate the new Agrifirm Polska campaign with its key focus on end products such as meat, eggs and milk. The customer satisfaction survey conducted at the end of 2014 shows that customers are increasingly recognising the better quality of the feed. Especially the final result is appealing and means that more and more customers test and purchase Agrifirm Polska’s feed. With this growing confidence, investments in this are paying off. The investments were primarily focused on tighter process controls and on realising more consistent feed quality. In 2013 the tight accounts receivable management forced a halt to sales to several financially unhealthy companies. In spite of the fact that one of the largest laying hen farms in Poland went bankrupt, the sales volume in 2014 equalled 2012 levels due to the acquisition of new customers last year. Employees are receiving additional quality-related training. Responsibilities are shared for this purpose and employees are given broader exposure to production. This reduces dependency on individual employees and results in higher efficiency and greater commitment to the company. By having employees visit customers, the interests of buyers have become more of a central focus. Customers view the campaign images on the bulk transport vehicles as providing good support to and appreciation of their work. John Dortmans, director Agrifirm Polska: “The corporate campaign is very well received by livestock farmers in Poland. They experience this as encouragement now that the sector is experiencing difficulties in various areas. Furthermore, the campaign is considered to be a genuine compliment for their work.” 13 Koninklijke Coöperatie Agrifirm U.A. annual report 2014 AGRIFIRM DEUTSCHLAND A year of change. In 2014, decisions were made in the difficult German market, which is heavily price-oriented, which have resulted in changes to the organisation structure at the operating level, as well as the commercial level. This is expected to result in a better market approach, a clearer cost structure and improved profitability. An important step is the split-up of the German operations into a feed company and plant company. The plant operations will be organised in accordance with Agrifirm Plant Nederland, and will also be managed from there. This will achieve a higher degree of synergy with the successful approach in the Netherlands. The feed operations will remain within Agrifirm Deutschland. The three production sites are located in Neuss, Drentwede and Losten. The centralisation of staff services is expected to result in greater efficiency and significant cost savings. Transport was outsourced in 2014. After a moderate start in 2014, the operating results of the feed company ended the year on a profitable note. The investments made to create a future-oriented company are resulting in high incidental costs. The sales volume of cattle feed rose. Customers appear to recognise and appreciate Agrifirm’s concept-oriented approach. The decline in the price of milk at the end of 2014, created tension in the highly price-oriented purchasing behaviour of German livestock farmers. The strong growing need for ‘GMO-free feed’ in Germany offers excellent opportunities for Agrifirm Deutschland’s largest certified production site in Neuss. The growth in the sales volume of broiler feed was more moderate than expected due to the increasing resistance among the local population in the eastern part of Germany, which is delaying the construction of new poultry stables. Otto van der Linden, director Agrifirm Deutschland: “The action plan anticipates bringing the return up to the desired level within three years.” AGRIFIRM MAGYARORSZÁG (HUNGARY) Developing customer relationships is important in a competitive market. In spite of a market with increasing and professional competition, the sales volume realised by Agrifirm Magyarország rose slightly. In part as a result of this, as well as due to deteriorating accounts receivable positions, the result came under pressure. The sales volume of Agrifirm Magyarország in Romania and Slovakia is approximately 65,000 tonnes of feed. Just as in Hungary, the broiler farming sector in these countries is the most important sector, followed by the laying hen and pig farming sectors. Agrifirm Magyarország wants to develop significantly in the last two sectors to become a market leader in these sectors, just as it is in the broiler farming sector. Market leadership is based on high-quality feeds that produce good results at the farm level. To achieve this, the plants continue to be modernised further and quality monitoring has been tightened. Good results are being achieved in the intake, drying and cleaning of cereals and corn. Operating results are taking on a more important role in the relationship with entrepreneurs. This is important to the entrepreneur, because this enables him to develop his enterprise in just the right way. For Agrifirm Magyarország it is important to clearly identify and monitor the future prospects of the entrepreneur to ensure they continue to evolve positively. Employees in the organisation are being trained to guide customers in gathering and interpreting key figures. In addition, training courses in leadership and process improvements were also held. Alexander Drees, director Agrifirm Magyarország: “Customers increasingly view us as a reliable partner with a focus on the long term and results at the farm level.” 14 Koninklijke Coöperatie Agrifirm U.A. annual report 2014 BV OLDAMBT High supply of product fully exploited in 2014, market trends for 2015 promising. 2014 had an early and long grass and alfalfa growing season. As a result, the drying plants were started up two weeks earlier (end of April) and operated through to the end of November. The straw harvest was also successful. Changing greening rules offer prospects for 2015. In 2014 approximately one third more grass and alfalfa was dried in the Oldambt drying plants in Oostwold (Province of Groningen) and Opeinde (Province of Friesland). The especially high supply was the result of high acreage yields, while the area of cultivated alfalfa decreased somewhat. The share of drying contracts rose in the second half of the growing season due to the high volumes of harvested roughage. This involves grass drying for livestock farmers, whereby their product is immediately returned to them in the form of hay blocks or straw bales. The straw harvest produced high acreage yields and good (cereal) harvesting conditions. Oldambt’s financial results are strong. It achieved this result in spite of declining feed prices, which in turn affected the prices of alfalfa products, among others. Energy costs declined, while the increase in drying contracts until late into autumn increased energy consumption. In 2014 the company invested in a fully automated packing system for 20-kg bags. Cooperation within the Agrifirm was optimised further. Where possible, Oldambt products are used in Agrifirm’s feed concepts. A key factor is the change in strategy, whereby Oldambt was added as a core activity to the Agrifirm’s European compound feed division in 2014. There are plenty of prospects for 2015 due to the amendments of rules by the European Union. Alfalfa will now be allowed as a greening crop. This is expected to result in a greater supply. The drying plants have sufficient capacity to be able to absorb the additional supply. Eiko Jan Duursema, Director BV Oldambt: “2014 was an excellent year for Oldambt, we were able to combine growth in volume with growth in quality.” 5.3 Specialities NUSCIENCE GROUP Balanced result and reinforcement of organisational characteristics in 2014 The result of Nuscience Group was excellent. This is a positive development, because special conditions prevailed in several market segments. The new construction of the plant in Drongen is a key focus of the action plan for the Benelux. This plant is expected to become operational in May 2015. The Utrecht site will be modernised in 2016. Drongen and Utrecht will be the only two (formerly six) modern and tailored production sites for this region. The commercial organisation has been split into two product lines, ‘nutrition4U’ and ‘health4U’. Both markets require a highly differentiated marketing approach. The split is consistent with this. This results in greater customer orientation. At the same time, the R&D department will primarily focus on the development of feeds along these two product lines. Feeds for very young animals will also be a focus of attention. A good start is important for the animals in the effort to reduce the use of antibiotics in the livestock farming sector. A sound portfolio with successive feeds is essential in this regard. In China, a key market for Nuscience’s operations, the sales volume in the pig farming sector was under pressure. Pig meat prices are low due to high supply levels. The high level of supply was the result of solid growth in the sector and the better health of the pig stock. The expectation is that as this balance in supply and demand recovers, prices will rise. The income situation of Chinese pig farmers forced tight monitoring of accounts receivables. The new Tianjin production site in China is expected to be operational at the end of March 2015. Other major markets, such as Spain and the Benelux, as well as smaller markets such as Hungary, Serbia and Brazil performed well. In Serbia the participation in Novi-Mix was expanded to a 100% interest. 15 Koninklijke Coöperatie Agrifirm U.A. annual report 2014 The political situation in the Ukraine was very tense. Product sales volumes were not affected by this. On the contrary, sales volumes grew and production capacity was increased by half. Due to a decrease in the exchange rate, the result of Ukraine stated in euros is low. At the same time, the organisation has been further professionalised with the institution of an Executive Board, and various local management and HR structures have been strengthened. Positions in other parts of the organisation will be developed further. This provides employees with a challenge. Patrick Keereman, director Nuscience Group: “In spite of a difficult year in two key markets, the Nuscience Group exceeded expectations. This is in part due to the success of operations in other markets. The spread of the results across different markets throughout the world provides additional security and an opportunity to further grow the Nuscience Group.” 5.4 Co-products AGRIFIRM CO-PRODUCTS Co-products markets significantly changed. Agrifirm Co-products went through a tumultuous year. A year that required significant restructuring and termination of activities. The significantly changed market on the procurement as well as sales side demanded this approach. Changes were especially made to the operations in Germany. The processing of dry products has been relocated to Erp (the Netherlands). The transport to customers was outsourced. The company James & Son (United Kingdom) was sold at the beginning of 2014. Due to the changes in the British market, the prospects for this company dropped significantly. By contrast, operations in France and Romania experienced a positive development. At the end of 2014, a new unpacking site was opened in France for processing dry products originating from the food industry. The knowledge available about this process within Agrifirm Co-products gives suppliers much confidence that their products will be processed in a sustainable and high-quality way. Agrifirm Co-products was also able to reinforce its market position within the Netherlands. The wet compound feed concept (Proti+ and Gluco+), produced in Den Bosch (the Netherlands), is gaining an increasingly permanent place in the market. The cooperation with Agrifirm Feed provides many synergy benefits in this respect. Due to the cooperation with the Agrifirm Innovation Centre, the expectation is that it will be possible to introduce several new applications for wet products in 2015. The ‘Farmer and Feed Days’ were organised together with Agrifirm Feed at the Den Bosch site. Entrepreneurs from the mid and southern Netherlands were invited to view operations at the production site followed by the use of the products at a farm. A Business Excellence project was executed within Co-products in the Netherlands in 2014. One of the objectives of this project was to further increase the logistics efficiency of wet products. Thanks to the adjustments made to the logistics process, the project amply succeeded in this respect. A similar project is currently underway for the logistics and production of dry products. As such, the organisation has been fully tailored to operate on the market with new zeal in 2015. Ed Brouwer, director Agrifirm Co-products: “We experienced a very long period of profitable growth. However, the last two years, and 2014 in particular, were due to various reasons very difficult. Therefore, we had to intervene with tough measures, so that starting in 2015 we can once again pick up on a positive trend.” 16 Koninklijke Coöperatie Agrifirm U.A. annual report 2014 5.5 Knowledge & Innovation cluster NUTRICONTROL Major steps taken, growing revenues and increasing customer satisfaction. The new policy instituted in 2013 resulted in positive financial results and satisfied customers in 2014. New customers in 2014 enabled the company to generate additional revenues. A significant increase in revenues is expected in 2015 as well. The introduction of a new laboratory information management system (LIMS) , together with improved processes within the laboratory, shortened the elapsed times of the analyses. Processes are now coordinated more efficiently, tracking & tracing within the system has been simplified and it is easier to anticipate customers’ wishes and needs. A new quality management system was also implemented in addition to the introduction of LIMS. This system is focused on providing a good document management system and an automated complaints management system, among other things. The speed of reporting is expected to further improve over the coming year. A Business Excellence-based black belt project accelerated the elapsed time of laboratory analyses by an average of one day. The largest adjustments took place in relation to the receipt and preparation of samples. This increases competitive strength, certainly when one considers that an improved design and coordination of processes can produce even greater results. The internal renovation required to achieve this efficiency improvement did not have adverse impact on regular operations. Customers did not experience any inconvenience; on the contrary, customer satisfaction (which is measured every three months) rose significantly. NutriControl succeeded in converting the disappointing 2013 results into a positive result for 2014. NutriControl will continue down the path it has taken. The prospects are good, whereby a strong growth in revenues is expected to further improve financial performance. Jörgen van den Ende, director NutriControl: “The organisation stands ready to optimally support and serve our customers with analyses.” AGRIFIRM EXLAN Agrifirm Exlan experiences growth. Agrifirm Exlan is supporting increasingly more entrepreneurs in developing their farms. The expansion of the livestock farming sector, as well as the complex regulations concerning manure and minerals, means that many entrepreneurs are calling on the expertise available within the company. ‘Removing any burdens experienced by agricultural entrepreneurs’ is Agrifirm Exlan’s most important goal. The entrepreneur can call on specialists in various sectors for this purpose. Last year Agrifirm Exlan managed to increase its productivity, which produced a positive result. The demand for business development support, the preparation of business plans, and permit and construction guidance increased significantly in 2014. Agrifirm Exlan has acquired an important position on the market in this area. Due to Agrifirm Exlan’s efforts, a number of objection procedures submitted to the Council of State had a favourable impact on livestock farmers. At the same time, in other (often extended) permitting procedures, Agrifirm Exlan unburdens entrepreneurs. In 2014 Agrifirm Exlan invested in a modern 3D drawing program that enables entrepreneurs to take a virtual trip through their newly to be constructed stable. In the intensive livestock farming sector, a lot of attention was devoted to the continuous development and the practical application of air scrubbers this past year. Agrifirm Exlan plays an active role in the introduction of the KringloopWijzer, a livestock life cycle management guide, in the dairy farming sector. Agrifirm Feed consultants have been trained by Agrifirm Exlan to give individual 17 Koninklijke Coöperatie Agrifirm U.A. annual report 2014 livestock farmers tailor-made advice. Agrifirm Exlan facilitated 15 study groups of dairy cattle farmers to enable them to achieve higher mineral efficiency on their farms. Achieving better mineral utilisation in the agricultural and horticultural sectors requires high crop yields. This is why work on Ruwvoer Totaal (Roughage Total) was initiated in partnership with Agrifirm Feed and Agrifirm Plant: a project designed to provide insight into and increase grass and corn yields. Agrifirm Exlan and Agrifirm Feed joined forces to develop Agrifirm Jongveestal (young animal stable), an ideal feed for young livestock that ultimately results in strong, highly productive heifers. At the end of 2014, Agrifirm Exlan introduced Milk Optimal, a strategic consulting programme that contributes to the profitability of dairy farms. Consultants were also involved in the application for permits and the realisation of manure processing projects. In addition, a mediation service for Manure Processing Replacement Agreements was initiated. Gerrit Schilstra, director Agrifirm Exlan: “Our advice leads to the socially accepted development of livestock farms that minimise environmental pollution and, above all, produce returns for the agricultural entrepreneur.” 5.6 Services ABEMEC The incorporation of Abemec into Agrimec and cooperation with BayWa yields benefits. Based on the partnership between Abemec and BayWa (Germany), Agrimec took its final shape in 2014. There were immediate synergy and commercial benefits. Abemec profits from the broader supply of used vehicles in the heavier tractor classes at BayWa. Economies of scale have been achieved in the purchase of oil, tyres and equipment for workshops. The poor pricing of agricultural and horticultural products is resulting in the reduced sale of new tractors and machines. The very poor situation in the agriculture sector has caused lower sales of for example self-propelled spraying machines. Due to a decline in the workshop utilisation rate in the second half of the year, Abemec’s result is under pressure. The low utilisation rate is incidental. Due to optimal weather conditions, the harvest in 2014 ran smoothly, causing machines to be less heavily burdened. This has resulted in fewer workshop hours. Abemec wants to make more flexible use of workshop hours, which would result in lower costs. In 2014 the Abemec workshop in Sevenum was chosen as the best farm mechanisation company in the Netherlands, from among 700 participants. This clearly conveys the appreciation for unburdening the professional customers and motivates the entire organisation. 35% of customers has a maintenance contract, 50% insures their purchase, while 70% uses Abemec’s financing. In addition, Abemec is the first farm mechanisation company that may carry the ‘On-site Practice’ designation for the tractor driving license. Hans Quint, director Abemec “We are the purchasing agent for the customer and maximally unburden the customer this way.” 18 Koninklijke Coöperatie Agrifirm U.A. annual report 2014 AGRIFIRM WINKEL BV Maintaining revenues; an exceptional feat in a poor market. The revenues of the 59 Welkoop shops (in the Winkel BV organisation) was on a stable level in 2014. This is a good achievement in a retail sector in which sales across the entire product line declined. Costs were carefully monitored, whereby a result in line with expectations was realized. The economic decline means that there is an overall pressure on sales prices. To keep the result up to par it is necessary to carefully monitor costs. Agrifirm Winkel was very successful in this respect over the past two years. Costs were significantly reduced. Aside from this it is of course necessary for customers to continue to experience the high level of service, quality and expertise. The Welkoop shops differentiate themselves in the market in this respect. The customer and meeting the customer’s needs and responding to the customer’s questions are key to the Welkoop approach. A Welkoop customer card provides Welkoop with an opportunity of inviting permanent customers to special VIP evenings. The first special sales evening attracted many customers and resulted in high sales. In 2015 the shops want to devote greater attention to nutrition and poultry care, as well as to cultivating crops in home gardens. Teije de Jong, director Agrifirm Winkel BV: “The Welkoop customer card is a bull’s eye. People appreciate this special attention and experience it as perfect customer orientation.” AGRI RETAIL Unbundling of shareholders creates opportunities for 2015. 2014 was a special year for Agri Retail, in which its share structure was unbundled. Effective 3 July 2014, the Agrifirm Group became the 100% owner of Agri Retail. This offers opportunities for 2015 in terms of setting the strategy and developing the market. The Agri Retail franchiser was owned by three shareholders at the beginning of 2014. The organisation did not undergo the warranted development, which gave the Agrifirm Group reason to acquire all of Agri Retail’s shares. The unbundling took place as part of the acquisition. Agri Retail uses the Welkoop formula and the IJsvogel Group, one of Agri Retail’s former owners, uses the Boerenbond formula. The addition of 24 Boerenbond shops that now use the Welkoop formula increased the number of shops to 156. The conversion was effected within several weeks. The unbundling gave the organisation a clear structure. This makes the development of the organisation and the implementation of the strategy simpler. The strategy will include a focus on developing new markets. The focus will continue to be on garden and animal products. Agri Retail has the requisite in-house knowledge and expertise for this purpose. The focus during and after the unbundling was on cost control. The organisation was significantly downsized. The costs are in line with revenues, and results are satisfying. Revenues are at 2013 levels, which is a respectable level of performance in the overall retail sector. Paul Burger, director Agri Retail: “Agri Retail will become the best in terms of knowledge, we specialise in ‘being knowledgeable of what we sell’.” 19 Koninklijke Coöperatie Agrifirm U.A. annual report 2014 6. Koninklijke Coöperatie Agrifirm U.A. INTRODUCTION Koninklijke Coöperatie Agrifirm U.A. (hereinafter: the cooperative) is a cooperative under Dutch law and has approximately 17,000 Dutch members. The cooperative is managed by the board, which is appointed by the cooperative’s members council. The cooperative holds all shares in Agrifirm Group BV. Agrifirm Group BV (hereinafter: Agrifirm) is a private limited company under Dutch law and functions as the holding company of Agrifirm's group companies and participating interests. From the perspective of corporate governance, the following management boards are relevant in terms of the cooperative and Agrifirm: > the members council of Koninklijke Coöperatie Agrifirm U.A.; > the board of Koninklijke Coöperatie Agrifirm U.A. and/or the Supervisory Board of Agrifirm Group BV; > the Executive Board of Agrifirm Group BV. The Executive Board and the Supervisory Board (the board) are responsible for the corporate governance structure within Agrifirm and compliance with the Corporate Governance Code (the Frijns Code). Any deviations from the code are supported by a sound rationale are briefly explained in the annual report. THE MEMBERS COUNCIL OF THE COOPERATIVE The board of the cooperative requires the approval of the members council for certain resolutions as described in the articles of association. Approval is required for the following (non-exclusive) items: > amendment of the articles of association of the cooperative and the articles of association of Agrifirm Group BV; > appointment of members to the board of the cooperative; > important transactions, including entering into strategic partnerships and real estate transactions; > acquisition and disposal of participating interests in group companies or minority interests; > providing securities; > important investments. The articles of association specify when and at what amounts the above resolutions and other resolutions require the approval of the members council. The members council is also tasked with adopting the financial statements, Agrifirm's strategic long-term plan, determining the profit appropriation and granting the Supervisory Board of Agrifirm Group BV discharge for the supervision exercised and the board of Koninklijke Coöperatie Agrifirm U.A. and the Executive Board of Agrifirm Group BV discharge for the policies pursued. The board has subdivided the members of the cooperative into 28 geographically distinct districts. 90 members are elected to the members council from these districts. The basic principle for the members council is that each district should have at least three delegates. With only two members, District 16 is an exception. For the other districts, the board of the cooperative appoints members in relation to revenues. The revenues per district are assessed every two years; the last time in January 2015. In 2014 a proposal to adjust the number of members per district was prepared. This proposal was approved in the December meeting of the members council. The number of districts will be changed to ten and the number of members council members will be changed to 70 in 2015. A member of the members council is appointed for a period of four years and can be reappointed twice. The various agricultural and horticultural sectors must be represented in the members council. During the meeting of the members council on 25 March 2014, nine new members were elected to the members council, and eleven members were due to step down and ineligible for reappointment. This caused two vacancies to be created in the members council, namely in districts 2 and 20. Ten members of the members council were due to step down and eligible for reappointment; all were re-elected by acclamation. 20 Koninklijke Coöperatie Agrifirm U.A. annual report 2014 Organisation Chart as at 31 December 2014 MEETINGS OF THE MEMBERS COUNCIL The members council met four times in 2014. In addition to the three regularly scheduled meetings, an additional members council meeting was convened on 1 July 2014. An extensive explanation of the financial trends within Agrifirm was provided during this meeting. Especially the situation of the companies in Germany required a great deal of attention. Potential acquisitions also were a key item in these meetings. Agrifirm’s 2013 financial statements were adopted by the members council meeting on 25 March 2014. In addition, the members council granted the Supervisory Board of Agrifirm Group BV discharge for the supervision exercised and the Executive Board of Agrifirm Group BV and the board of Koninklijke Coöperatie Agrifirm U.A. discharge for the policies pursued. Mr. T.P. Koekkoek and Mr. M.G. Scholtens were reappointed as Supervisory Board members during this meeting. Agrifirm’s 2015 - 2016 Strategy Plan “Focus and Acceleration” was presented in the meeting of the members council on 9 September 2014. This is not a completely new vision, rather it is a refined version of the previous strategic plan. The plan provides greater focus for the currently broad organisation. The members council approved the presented strategy. During the meeting of the members council on 9 September 2014, Mr. A.C.M. Smits from Wilbertoord was nominated as the new Supervisory Board member to fill the then vacant position. The members council approved his nomination and appointment. 21 Koninklijke Coöperatie Agrifirm U.A. annual report 2014 COOPERATIVE MEMBERSHIPS In the meeting of the members council on 17 December 2014, the 2014 Member Dividend was set at 0.65% of the turnover in 2015. This will be paid out in January 2016. Besides Agrifirm has a Member Discount system. This even more clearly conveys the idea that people are customers and members of a cooperative whose objective is to help create optimal returns at the farm level. The Member Discount 2014 will be paid out after the meeting of the members council on 17 March 2015. Agrifirm had approximately 17,500 members at the beginning of 2014. An action was initiated in October for the purpose of terminating the membership of non-active (zero annual revenues) members. This involved approximately 1,400 members. At the same time, an action was initiated to proactively approach customers with revenues at the member companies Agrifirm Plant and/or Agrifirm Feed who are not members, in order to focus their attention on the benefits of membership. Due to both of these actions, the number of members is presently around 17,000. SECTOR COUNCILS Within Agrifirm there are sector councils for dairy farming, pig farming, laying hen farming, broiler farming, agriculture and horticulture. These councils have an advisory function for the Executive Boards of the Agrifirm Plant and Agrifirm Feed companies. In 2014 Agrifirm Plant also organised meetings for the fruit and flower bulbs target groups. This enables the organisation to even better anticipate trends within specific subsectors within the agricultural and horticultural sectors. Agrifirm Feed has also implemented an organic sounding board. Each sector council met twice. The poultry farming councils have adopted a higher meeting frequency (four times). The minutes of the sector councils are shared with the members council and the board for information. YOUNG PEOPLE'S COUNCIL The Agrifirm young people’s council organised seven meetings in 2014. At the start of the new season in September, twelve new members joined the council following the departure of seven members in April. Additional members are still required from several districts for the young people’s council. Almost 550 young entrepreneurs visited the Agrifirm Young People's Day on 8 January 2014. The item on the agenda that day was the challenge of succession. Four introductory speakers presented their visions of various aspects. Two key pieces of advice came through loud and clear: ‘develop a strategy’ and ‘communicate with your environment about your plans’. The Agrifirm young people’s council is the organiser and host for this day. STUDY DAY AND EXCURSION The key topic of discussion during the annual study day held on 28 October 2014 for the members council was the need to increase member involvement in the cooperative and the way in which the members council can influence this. The annual contact with members was a key consideration in this. In addition, the desired size of the members council was reviewed, as well as the timing of meetings and the provision of information. The size and the composition of the Supervisory Board was also discussed. At the start of the day, three members of the members council and the chairman of the young people’s council presented their visions of cooperative ties and experiences with other cooperatives. The idea of holding this annual study day, during which ideas are also exchanged in small groups, is receiving a great deal of support from the members council. The western peat moor region (Westelijk Veenweidegebied) was visited during the day excursion for the members council and the board. The specific issue concerning water management and its influence on soil and crops received full attention. THE GENERAL MEETING OF SHAREHOLDERS OF AGRIFIRM GROUP BV The cooperative holds 100% of the shares in Agrifirm Group BV. The board of the cooperative, on behalf of the cooperative, exercises the voting rights in the general meeting of shareholders of Agrifirm Group BV; in certain instances – as described in the articles of association – it does so subject to the prior approval of the members council. 22 Koninklijke Coöperatie Agrifirm U.A. annual report 2014 THE BOARD OF THE COOPERATIVE The board of the cooperative is responsible for all of the cooperative’s operations. This includes looking after the interests of the members of the cooperative in the companies directed by Agrifirm Group BV and its group companies. The board of the cooperative comprises eight members, six of whom come from the agricultural and horticultural sectors. These members are selected from among the members of the cooperative, supplemented by two external members: a financial specialist (financial profile) and a specialist in the area of strategy and managing large (international) enterprises (management profile). The members of the board are appointed by the members council on the basis of the nominations submitted by the board. The members council may also dismiss a member of the board. The board of the cooperative also forms the Supervisory Board of Agrifirm Group BV. Each board member is appointed for a period of four years and can be reappointed twice. Performance is assessed after each term. To implement the provisions of the management and supervision (public and private companies) Act that went into effect on 1 January 2013, the balance of seats held by women and men is specifically taken into consideration when new board members are appointed. At the present time 12.5% of board (and therefore Supervisory Board) members are women. Qualified female candidates were sought out for the vacancies that arose in recent years. However, no female candidates with matching competencies were found for these vacancies. The board will, as in previous occasions, actively look for qualified female candidates for future vacancies. THE SUPERVISORY BOARD OF AGRIFIRM GROUP BV The Supervisory Board (which forms a personal union together with the board of the cooperative) appoints the members of the Executive Board, supervises its performance, and has the authority to approve certain decisions of the Executive Board – as described in the articles of association – including: > the long-term strategic plan; > important transactions, including entering into strategic partnerships and real estate transactions; > acquisition and disposal of participating interests in group companies or minority interests; > important investments; > acquiring bank loans and issuing securities. The articles of association specify when and at what amounts the above decisions and other decisions require the approval of the Supervisory Board. The Supervisory Board has a remuneration, nomination and audit committee. The committees do not have any independent decision-making authorities and report to the full Supervisory Board. THE EXECUTIVE BOARD OF AGRIFIRM GROUP BV Agrifirm’s Executive Board comprises three individuals: the Chief Executive Officer, Chief Financial Officer and Chief Operating Officer. The Executive Board is responsible for the strategy, policy and operating activities within Agrifirm. The Executive Board is appointed for an indeterminate period of time. The Executive Board's terms and conditions of employment are established by the Supervisory Board. 23 Koninklijke Coöperatie Agrifirm U.A. annual report 2014 AGRIFIRM AND THE NETHERLANDS CORPORATE GOVERNANCE CODE Agrifirm voluntarily applies the Corporate Governance Code. The board and the Executive Board have committed to the members council that they will give substance to the Corporate Governance Structure and that they will comply with the code. The voluntary application means that the code can be tailored to Agrifirm and its cooperative character. Any deviations from the code will be supported by a sound rationale for the benefit of the members council. Substantial changes will be submitted to the members council. In addition, Agrifirm has an ethical business code of conduct and a whistle-blowing procedure. Deviations from the code Agrifirm deviates from the Corporate Governance Code in five areas: > The Executive Board of Agrifirm Group BV is appointed for an indeterminate period of time. The provision stipulating that members of the Executive Board should be appointed for a period of four years has therefore not been implemented (Best Practice II.1.1 of the Netherlands Corporate Governance Code). The ability of the cooperative to influence the performance of the members of the Executive Board is anchored due to the fact that the board of the cooperative: - holds the full voting rights in the general meeting of shareholders of Agrifirm Group BV; - forms a personal union with the members of the Supervisory Board of Agrifirm Group BV; - nominates the members of the Supervisory Board of Agrifirm Group BV. > The chairmanship of the remuneration committee is provided by the chairman of the Supervisory Board in view of the major importance Agrifirm attaches to the coordinating role of the chairman of the Supervisory Board in relation to the remuneration of the members of the Executive Board. > The discharge of other Supervisory Board memberships and ancillary positions by Supervisory Board members as well as Executive Board members will be assessed on an individual basis by the Supervisory Board in terms of the nature and the time requirements of the Supervisory Board memberships and/or the ancillary positions. Every member of the Supervisory Board and the Executive Board must ensure that he/she can devote sufficient time and attention to Agrifirm, thus ensuring the proper discharge of responsibilities. > The remuneration and other contractual agreements for the individual members of the Executive Board are not published (Best Practice II.2 of the Netherlands Corporate Governance Code). > Finally, in general, the following components/provisions have not been adopted: - provisions related to listed companies, shares, options and/or securities; - the publication of sensitive information on the company's website; - a one-tier management structure; - the issue of depositary receipts for shares; - responsibilities of institutional investors and shareholders. 24 Koninklijke Coöperatie Agrifirm U.A. annual report 2014 7. Risk management RISK PROFILE AND MODEL Agrifirm’s activities expose it to a wide range of financial and operational risks. Agrifirm management acknowledges that managing risks is an essential element of doing business. Accepting a certain level of risk is a prerequisite for achieving the Agrifirm’s strategic objectives and financial targets. The achievement of business objectives is contingent, in part, on external economic factors, the unpredictability of market developments, disasters and human factors. In general, Agrifirm adopts a prudent attitude with respect to the acceptance of significant business risks. A risk’s significance is determined by the likelihood of it occurring and its potential impact on Agrifirm’s strategic objectives and financial targets. RESPONSIBILITY The Executive Board is responsible for managing the risks associated with the company’s objectives and the reliability of the internal and external financial and other reports. Agrifirm bases its internal control structure on the principle that the management of the operating companies bear the primary responsibility for the day-to-day performance, compliance and monitoring of the systems that have been put in place to manage the key operational risks, to which the company is exposed, as well as possible. CHARACTERISTICS OF INTERNAL RISK MANAGEMENT AND CONTROL SYSTEMS Agrifirm is active in various markets in a number of countries. Inherent to these activities, the company is facing strategic, operational, financial and compliance risks. Where possible and relevant, these risks are mitigated or controlled. The Executive Board and the Supervisory Board are responsible for risk management and the internal control systems in Agrifirm. In designing and evaluating the structure of our risk management and control systems, the internationally acknowledged COSO framework for internal control is used as a frame of reference. This has been expanded in the Agrifirm Corporate Guidelines, which also cover a joint, risk-based framework of internal controls. Within Agrifirm this is an on-going process of identifying, analysing, validating, monitoring and evaluating significant risk areas and the controls put in place, and of communicating and reporting about such process. The risk management model is used by all operating companies of Agrifirm. The first responsibility for the internal control system is with the management of the operating companies. The model provides management of operating companies with tools to identify, classify and control risks, and to report them to the Executive Board in an unambiguous way. An overview of the most important risks for realising the strategy and measures taken to control these risks in so far feasible from a cost perspective is given below. > Strategic risks: Possible risks related to further growth and acquisitions are controlled through a strategic plan and targets related to growth and financing. > Operational risks: Volatility of raw material prices and a mismatch between purchase- and selling positions are being controlled by monitoring positions and continuous attention for cost efficiency. Animal diseases may have an adverse effect on the number of animals and additional costs for transportation. By securing the quality of raw materials, providing information to livestock farmers and geographical spread of the activities, Agrifirm limits this risk. > Financial risks: Funding-, interest- and currency risks are being hedged by means of interest swaps and currency forward contracts and periodic liquidity planning. These activities and treasury are predominantly taking place at Agrifirm Group level. > Compliance risks: The risk that there is no compliance with applicable laws and regulations is being controlled by working with an internal compliance code, ‘horizontaal toezicht’ and internal control procedures. Agrifirm also has the following guidelines, procedures, systems and organisational measures in place for controlling its business processes: > principles for the code of conduct and an ethical business code of conduct governing all employees of Agrifirm; > whistle-blowing procedures; 25 Koninklijke Coöperatie Agrifirm U.A. annual report 2014 > systems for operational and financial planning, such as setting budgets and other operational and financial targets; > guidelines and procedures for the format and drafting of management reports and financial reporting; > periodic review of the achievement of set targets based on pre-defined critical success factors for all operational and functional disciplines; > guidelines and procedures for financing activities and controlling currency, interest rate risks en fixed-term > > > > > > deposits; guidelines for the continuity and reliability of electronic data processing; guidelines for the management of production processes and quality controls based on internationally recognised and certified methodologies and in line with the applicable laws and regulations in the countries in which Agrifirm operates; a quality assurance system for raw materials; guidelines for internal control and monitoring, including authorisation procedures and segregation of duties; letters of representation for Agrifirm’s group companies; internal audit function. The complete set of the controls listed above ensures that reasonable assurance is obtained that strategic and operational objectives are achieved, that the company’s (financial) reporting is reliable, and that relevant laws and rules are complied with. In 2014, as part of their assignment to audit Agrifirm's annual financial statements, the external auditor performed independent audits in order to check to what extent the system of internal control and administrative organisation were adequate. These audits were preformed according to a programme set up in consultation with the audit committee of the Supervisory Board. The information thus collected is used to make improvements to the internal risk management and control systems. In 2013 Agrifirm and the Dutch Tax authorities signed the covenant ‘horizontaal toezicht’ for the fiscal unity of Koninklijke Coöperatie Agrifirm U.A. In this covenant the framework is written down how the Tax authorities and Agrifirm cooperate in order to work effectively and efficiently together. Important condition to be able to apply for this covenant is to show the quality of the internal control processes related to taxes. The Tax authorities reviewed these processes and existing discussion points with the Tax authorities were solved. With however much care these systems and controls are designed, they do not provide absolute assurance that operational and financial corporate objectives will be achieved. Neither can all inaccuracies, errors or violations of laws and regulations be prevented using these systems. BUSINESS PLANNING AND REVIEW The company pursues a system of budgeting and planning using standard procedures and detailed guidelines. The Executive Board regularly reviews with the management boards of the operating companies the achievement of strategic and operational objectives, as a result of periodic financial and operational reports, the annual budgeting cycle and risk analysis. The risk monitoring results are reviewed. The risk management model consequently forms an integral part of Agrifirm’s business planning and budgeting control cycle. MANAGEMENT STATEMENT With respect to the limitations that are inevitably inherent to any risk management and internal control system, our internal risk management and control systems provide reasonable assurance that our financial reports are free of material misstatement and that these systems were adequate and effective in 2014. The phrase ‘reasonable assurance’ has been used for the level of assurance that would be provided by a director acting with due care under the given circumstances. The set of procedures involving the internal risk management and control systems, and the related findings, recommendations and measures have been discussed with the audit committee, the Supervisory Board and the external auditor. 26 Koninklijke Coöperatie Agrifirm U.A. annual report 2014 8. Financial statements (all amounts are stated in thousands of euros unless indicated otherwise) 8.1 8.2 8.3 8.4 8.5 8.6 8.7 8.8 8.9 8.10 8.11 8.12 Consolidated balance sheet as at 31 December ........................................................................................ 28 Consolidated profit & loss account.............................................................................................................. 30 Consolidated cash flow statement .............................................................................................................. 31 Notes to the consolidated financial statements ........................................................................................... 32 Basis of preparation and significant accounting policies ............................................................................. 34 Notes to the consolidated balance sheet .................................................................................................... 39 Notes to the consolidated profit & loss account .......................................................................................... 46 Notes to the consolidated cash flow statement ........................................................................................... 49 Company balance sheet as at 31 December .............................................................................................. 50 Company profit & loss account ................................................................................................................... 50 Notes to the company balance sheet and profit & loss account ................................................................. 51 Other information ........................................................................................................................................ 53 27 Koninklijke Coöperatie Agrifirm U.A. annual report 2014 8.1 Consolidated balance sheet as at 31 December ASSETS Non-current assets Intangible assets Goodwill Software Prepayments on intangible fixed assets Note 2014 2013 1 29,807 6,310 1,406 35,466 6,971 548 37,523 Property, plant & equipment Land and buildings Plant and machinery Other fixed assets Fixed assets under construction Assets not employed in business operations 42,985 2 100,359 81,811 21,193 19,448 3,004 108,837 82,593 24,687 12,719 5,765 225,815 Financial fixed assets Participating interests Receivables from participating interests Other non-current assets Deferred tax assets 234,601 3 36,099 15,666 16,423 61,124 860 12,066 14,468 68,188 Current assets Inventories Raw materials and consumables Finished product and goods for resale Livestock 88,518 4 58,823 136,083 5,321 71,993 118,685 2,589 200,227 Receivables Trade receivables Taxes and social security contributions Other current assets Cash and cash equivalents TOTAL ASSETS 28 Koninklijke Coöperatie Agrifirm U.A. annual report 2014 193,267 5 176,505 7,397 19,095 6 197,097 6,973 22,200 202,997 226,270 18,432 24,332 753,182 809,973 LIABILITIES Equity Group equity Shareholders’ equity Non-controlling interest Note 2014 2013 7 382,238 6,266 388,755 4,468 388,504 Liabilities Provisions Pensions Deferred tax liabilities Other provisions 393,223 8 466 383 14,613 266 940 16,161 15,462 Non-current liabilities Debt Other non-current liabilities 17,367 9 1,978 22,031 6,748 23,850 24,009 Current liabilities Bank debt Trade payables Taxes and social security contributions Other current liabilities TOTAL LIABILITIES 29 Koninklijke Coöperatie Agrifirm U.A. annual report 2014 30,598 10 38,773 164,453 16,737 105,244 95,203 154,616 16,066 102,960 325,207 368,785 753,182 809,973 8.2 Consolidated profit & loss account Note Net turnover Other operating income 11 2014 2,359,090 16,201 Total revenues Cost of raw materials and consumables Personnel costs Depreciation and amortisation Other operating expenses 12 13 14 -1,910,946 -172,963 -46,476 -229,667 Operating income 15 15 Net finance expenses Profit before income tax Income taxes Result participating interests 16 Profit for the period Non-controlling interest NET INCOME 30 Koninklijke Coöperatie Agrifirm U.A. annual report 2014 2,531,646 23,628 2,375,291 Total operating expenses Financial income Financial expenses 2013 7 2,555,274 -2,081,884 -177,314 -41,966 -220,821 -2,360,052 -2,521,985 15,239 33,289 2,046 -11,030 2,493 -10,123 -8,984 -7,630 6,255 25,659 -3,342 710 -8,707 4,903 3,623 21,855 -518 -1,478 3,105 20,377 8.3 Consolidated cash flow statement Note Net income Non-controlling interest Adjustments to reconcile profit for the period with cash flow from operating activities: > Result participating interests > Dividends received from participating interests > Depreciation and amortisation > Provisions > Change deferred taxes > Result sale of assets and group companies > Currency translation differences > Others 7 3 3 13 8 3, 8 2014 2013 3,105 518 20,377 1,478 -710 892 46,476 -2,464 -2,526 -6,856 4,547 -4 -4,903 3,267 41,966 -6,519 2,332 -8,710 124 -1,662 42,978 Changes in working capital: > Inventories > Trade receivables > Other current assets > Trade payables > Other current liabilities 4 5 5 10 10 -3,401 17,705 234 6,928 -3,480 Cash flow from operating activities Capital expenditure Proceeds from sale of assets Divestments/investments financial fixed assets Divestments/Investments in group companies 1, 2 1, 2 3 3 New long-term debt Repayment of long-term debt Member Dividend / Member Discount and third party dividend Cash flow from financing activities CHANGE CASH AND CURRENT BANK DEBT 31 Koninklijke Coöperatie Agrifirm U.A. annual report 2014 44,628 23,469 -5,087 -3,163 3,248 17,986 63,095 60,964 110,845 -35,426 15,120 20,127 11,040 Cash flow used in investing activities 47,750 -40,873 14,070 48,742 -5,743 10,861 9 9 7 841 -7,406 -14,730 16,205 2,401 -4,810 -3,436 -21,295 -5,845 50,530 121,205 8.4 Notes to the consolidated financial statements (all amounts are stated in thousands of euros unless indicated otherwise) INTRODUCTION AND EXPLANATORY NOTES These are the financial statements of Koninklijke Coöperatie Agrifirm U.A., established at 1 June 2010, having its registered offices in Apeldoorn, the Netherlands. The core activities of the group are producing and selling animal feed and selling of several other products and materials for the agriculture sector. The company financial statements as well as the consolidated financial statements have been drawn up in accordance with the statutory requirements of Part 9, Book 2 of the Dutch Civil Code and the firm pronouncements in the DASs for Annual Reporting in the Netherlands as issued by the Dutch Accounting Standards Board. The financial statements has been prepared dated 2 March 2015. CHANGES IN ACCOUNTING AND ESTIMATION POLICIES The accounting and estimation policies have not changed in 2014. ESTIMATES The preparation of financial statements in conformity with the relevant rules requires the use of certain critical accounting estimates. It also requires the Executive Board to exercise its judgment in the process of applying the group’s accounting policies. If necessary for the purposes of providing the view required under Section 362(1), Book 2, of the Dutch Civil Code, the nature of these estimates and judgments, including the related assumptions, is disclosed in the notes to the financial statement items in question. CONSOLIDATION PRINCIPLES Koninklijke Coöperatie Agrifirm U.A. and its subsidiaries (hereinafter referred to as Agrifirm) are entered in the consolidated financial statements for the year ending on 31 December 2014. The subsidiaries are fully consolidated in the consolidated financial statements and all mutual balance sheet items, income and expenses within Agrifirm are fully eliminated. The financial statements of the subsidiaries are drawn up for the same reporting year as that of the parent company using consistent accounting policies. The initial consolidation or deconsolidation follows on the date on which control over policy is transferred to Agrifirm or on which control over policy is transferred to third parties, respectively. The share of third parties in subsidiaries (non-controlling interests) is stated separately on the balance sheet and the profit and loss account. Possible shares in joint ventures are recorded under financial assets as participating interests when Agrifirm does not have predominant control over the relevant participating interest. PARTICIPATION IN GROUP COMPANIES AND NON-CONTROLLING INTERESTS The participating interests are held via Agrifirm Group BV and are fully consolidated. Unless otherwise indicated, the participating interests are 100% owned. In accordance with Section 379 and 414, Book 2 of the Dutch Civil Code, a list of data on group companies and other interests associated with the financial statements has been filed in the Trade Register of the Chamber of Commerce, the Netherlands. Agrifirm's key group companies are as follows: Holding and corporate services > Agrifirm Group BV, Apeldoorn, the Netherlands Compound feed > Agrifirm Feed BV, Apeldoorn, the Netherlands > Agrifirm Belgium NV, Grobbendonk, Belgium > Agrifirm Polska Sp. zoo, Szamotuły, Poland > Agrifirm Deutschland GmbH, Neuss, Germany1 > Agrifirm Magyarország Zrt., Kaba, Hungary > BV Oldambt, Oostwold, the Netherlands 1 Compound feed as well as agriculture activities. 32 Koninklijke Coöperatie Agrifirm U.A. annual report 2014 Agriculture > Agrifirm Plant BV, Apeldoorn, the Netherlands Specialties > Nuscience NV, Drongen, Belgium > Pre-Mervo BV, Utrecht, the Netherlands Co-products > Bonda’s Veevoederbureau BV, Hillegom, the Netherlands Knowledge & Innovation cluster > NutriControl BV, Veghel, the Netherlands > Agrifirm Exlan BV, Veghel, the Netherlands Services > Agrimec BV (51%), Veghel, the Netherlands2 > Agrifirm Winkel BV, Drachten, the Netherlands > Agri Retail BV, Ede, the Netherlands Non-controlling interests Important non-controlling interests held via Agrifirm Group BV excluded from the consolidation: > Plukon Food Group BV (20,0%), Wezep, the Netherlands > Schothorst Feed Research BV (18,9%), Lelystad, the Netherlands > Sto Posto DOO (35,0%), Belgrade, Serbia SECTION 402, BOOK 2, OF THE DUTCH CIVIL CODE APPLIED Since the profit & loss account for 2014 of Koninklijke Coöperatie Agrifirm U.A. is included in the consolidated financial statements, an abridged profit & loss account has been disclosed (in the company financial statements) in accordance with Section 402, Book 2, of the Dutch Civil Code. 2 At 19 December 2013 an agreement was reached with the Germany company BayWa A.G. to transfer Abemec in 2014, after approval of the Dutch competition authorities (NMA), to Agrimec BV in which BayWa will obtain a 49% share. The closure of the transaction has been finished at 27 May 2014. 33 Koninklijke Coöperatie Agrifirm U.A. annual report 2014 8.5 Basis of preparation and significant accounting policies GENERAL The accounting policies adopted for the valuation of assets and liabilities and the determination of the result are based on historical costs. Unless stated otherwise, assets and liabilities are shown at nominal value. An asset is included in the balance sheet when it is probable that its expected future economic benefits will flow to the company and the value of these benefits can be reliably measured. A liability is included in the balance sheet if it is expected that its settlement will result in an outflow of funds and the amount thereof can be reliably measured. The income and expenses are accounted for in the period to which they relate. PRIOR-YEAR COMPARISON The accounting policies have been consistently applied to all the years presented, with the exception of the changes in accounting and estimation policies set out in the relevant paragraph. POLICIES FOR THE TRANSLATION OF FOREIGN CURRENCIES The reporting currency, which equates to the functional currency, used in Agrifirm’s financial statements is the euro (€). The costs and income arising from transactions in foreign currencies and non-monetary balance sheet items or monetary receivables and payables are translated into euros at the exchange rate applicable on the transaction date or balance sheet date respectively. Translation gains and losses are taken to the profit and loss account. Turnover, expenditure and income in the profit and loss account are translated into euros at the exchange rate applicable at the time of the relevant transaction. This rule does not apply for turnover, expenditure and income of foreign consolidated participating interests; these are translated at the average exchange rate. Translation gains and losses on equity of foreign consolidated participating interests are taken directly to group equity, less tax effects if applicable. Translation gains and losses on long-term financing and financial instruments used to hedge exchange rate risks are treated accordingly. Goodwill paid in foreign currency is translated into euros using the exchange rate at transaction date and does not result in translation gains or losses. OFFSETTING Assets and liabilities are only offset in the financial statements if and to the extent that: > an enforceable legal right exists to offset the assets and liabilities and settle them simultaneously; and > the positive intention is to settle the assets and liabilities on a net basis or simultaneously. FINANCIAL INSTRUMENTS Financial instruments include loans granted, trade and other receivables, cash items, loans and other financing commitments, trade and other payables, as well as derivatives and derivative financial instruments. Financial instruments embedded in contracts are recognised in accordance with the host contract. Loans granted and trade and other receivables Loans granted and trade and other receivables are carried at amortised cost, less impairment losses. Loans and other financial obligations Loans and other financial obligations are carried at amortised cost. Derivative financial instruments Agrifirm uses derivative financial instruments to hedge the exchange and interest rate risks arising from primary financial instruments. Agrifirm also uses derivative financial instruments to hedge the exchange rate risks arising from future sales and purchases in foreign currencies. Forward exchange contracts, interest rate swaps and other derivative financial instruments are used to hedge exchange rate and interest rate risks. 34 Koninklijke Coöperatie Agrifirm U.A. annual report 2014 HEDGE ACCOUNTING The group uses derivative financial instruments such as forward currency contracts and interest rate swaps to hedge its risks associated with interest rate and foreign currency fluctuations. Under Dutch Accounting Standard 290, on initial recognition, the group classifies the derivatives on a portfolio basis in the subcategories listed below. Currency and forward commodity contracts Forward commodity contracts with a listed underlying value will only be closed and held for own use. Agrifirm applies cost price hedge accounting in order to simultaneously recognise both the results from changes in the value of the currency and forward commodity contract (forward contract) and the future hedged transaction in the profit and loss account. The application of cost price hedge accounting leads to the following exception to the above-mentioned accounting policies and accounting treatment for financial instruments. As long as the forward contract concerns an expected future transaction, the forward contract will not be revalued. As soon as the hedged position of the expected future transaction leads to the recognition of a financial asset or financial liability, the gains or losses associated with the forward contract are recognised in the profit or loss account in the same period in which the asset or liability affects the profit or loss. The results from the non-effective part of the hedge relationship are included in the profit and loss account. If a forward contract no longer qualifies for hedge accounting, expires or is sold, the hedging relationship is terminated. The cumulative profit or loss that has not yet been included in the profit and loss account is recognised as deferred income/liability on the balance sheet until the expected transaction has taken place. Should the transaction no longer be expected to take place, the accumulated profit or the accumulated loss is reclassified to the profit and loss account. Interest rate swaps Interest received and paid in relation to interest rate swaps are accounted for in the profit and loss account in the period to which they relate. Unsettled interest income and expense is presented under receivables and accrued income and current liabilities and accruals respectively. If an interest rate swap no longer qualifies for hedge accounting, expires or is sold, the hedging relationship is terminated. The cumulative profit or loss that has not yet been included in the profit and loss account is recognised as deferred income/liability on the balance sheet until the expected transaction has taken place. Should the transaction no longer be expected to take place, the accumulated profit or the accumulated loss is reclassified to the profit and loss account. INTANGIBLE FIXED ASSETS Intangible fixed assets are stated at historical cost less annual straight-line depreciation over a maximum of ten years and any impairment losses. Impairment losses are accounted for if the realisable value is lower than the book value. The realisable value is the higher of the net selling price or value in use. Impairment losses and amortisation are directly accounted for in the profit and loss account. Research and development expenditure is not capitalised but is treated as costs in the year in which it is incurred. Goodwill Intangible fixed assets obtained in the acquisition of a group company are recognised against fair value at the time of acquisition. When the fair value of an intangible asset cannot be determined by reference to an active market, the asset value is limited such that it does not create or increase negative goodwill. In case of an acquisition, the negative difference between the acquisition price and Agrifirm’s share in the fair value of the identifiable assets and liabilities at the time of acquisition is recognised as badwill in the balance sheet. This badwill is released to the profit and loss account with the occurrence of operational losses which were expected at the time of acquisition. An acquisition is recognised in the financial statements based on the purchase accounting method. In the case of an acquisition, the positive difference between the acquisition price and Agrifirm’s share in the fair value of the identifiable assets and liabilities at the time of the acquisition is recognised as goodwill in the balance sheet. Goodwill is amortised over the estimated life with a maximum of 5 years for a commercial company and 10 years for a production company. These estimated lives are based on the nature and foreseeable estimated life of the acquired business, the stability and foreseeable estimated life of the industry sector, as well as the estimated employment term of key persons and the extent to which the business depends on the existing management team. Permitted adjustments to the purchase price result in an adjustment of goodwill. Subsequent adjustments to the fair value of identifiable assets and liabilities are reflected in goodwill, provided the adjustment is made before the end of the first book year after the acquisition. 35 Koninklijke Coöperatie Agrifirm U.A. annual report 2014 Research & development Research and development expenses are not capitalised, in general the benefits will be realised directly by the members and not by Agrifirm. Other intangible fixed assets Other intangible fixed assets including software will be depreciated on a straight-line basis over five years. PROPERTY, PLANT & EQUIPMENT Property, plant & equipment are carried at cost or cost of manufacture less straight-line depreciation based on the remaining expected useful economic life and the residual value of the asset concerned. In general, buildings are depreciated over a maximum of 25 years, plant and machinery over ten years and other tangible fixed assets over three to five years. In the event that tangible fixed assets are impaired, they are stated at their realisable value, provided this is permanently less than their book value. The realisable value of land and buildings is determined on the basis of valuations conducted by independent appraisers (net realisable value). The realisable value of plant and machinery is determined on the basis of their value in use taking into account the future use of the assets concerned. Any immovable property that is not used directly for business purposes is stated at the lowest of its value determined in accordance with the same principles as in the case of land and buildings, or its net selling price or lower value in use. Maintenance expenditure is only capitalised if it extends the useful life of the asset. FINANCIAL FIXED ASSETS Unconsolidated participating interests over whose commercial and financial policy the group exerts significant influence are carried at their net asset value. Other participating interests are stated at cost less any reduction of their value that may be necessary, if it is expected to be permanent. Long-term receivables are carried at their nominal value less a provision for doubtful debts where necessary. Deferred tax assets due to temporary valuation differences between company accounts and the accounts for tax purposes or due to compensable losses are accounted for if and insofar as it may reasonably be assumed that the relevant assets will be realised. Deferred tax assets are calculated on the basis of the tax rate applicable at the time at which these are expected to be realised and are valued at net present value. IMPAIRMENT OR VALUE ADJUSTMENT OF FIXED ASSETS Agrifirm recognises non-current assets in accordance with accounting policies generally accepted for financial reporting in the Netherlands. Pursuant to these policies, assets with a long life should be subject to an impairment test in the case of changes or circumstances arising that lead to the expectation that the book value of the asset will not be recovered. The recoverability of assets in use is determined by comparing the book value of an asset with the present value of the future net cash flow that the asset is expected to generate. In the case of a higher book value, the difference is charged to the result. Assets for sale are stated at book value or lower market value, less selling costs. INVENTORIES Stocks of raw materials and consumables are stated at historical cost free warehouse. However, if on balance sheet date, selling prices of finished products reveal that a loss is to be expected, raw material value based on historical cost is reduced to lower market value and a provision is established to cover all existing raw materials positions that have not been received physically. Stocks of finished products, goods for resale and livestock are carried at the lower of historical cost or market value. The costs of any finished products, being their total production costs, are determined in accordance with the first-in-first-out (FIFO) method. Production costs include part of the direct expenses as well as part of the variable component of indirect production costs. The historical cost of livestock is deemed to include all related variable expenses, including the cost of feeding this livestock. Provisions are established for obsolete inventories and weight losses. RECEIVABLES Trade and other receivables are at first recognition recorded at their fair value, subsequently stated at amortised cost based less a provision for doubtful debts. The term of these trade and other receivables is less than one year. Provisions are determined on the basis of individual assessment of the collectability of receivables. CASH AND CASH EQUIVALENTS This refers to all cash and bank deposits at call. Cash and cash equivalents are stated at their nominal value. 36 Koninklijke Coöperatie Agrifirm U.A. annual report 2014 THIRD-PARTY NON-CONTROLLING INTERESTS The third-party non-controlling interests are valued at the third parties’ share of the net asset value. PROVISIONS Provisions are stated at face value, with the exception of provisions for pensions and other employee benefits, which are based on actuarial calculations and deferred tax liabilities which are valued at present value. Provisions are recognised when Agrifirm or its group companies have a present obligation (legal or constructive) as a result of a past event; it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. PENSIONS Operating companies of Agrifirm have different pension plans in accordance with the local conditions and customs in the countries in which they operate. The majority of these plans are defined contribution plans administered by insurance companies. In general, these plans are funded by means of premiums paid to the insurance companies. The actuarial risks of these plans are borne entirely by the insurance companies. The amounts payable are incorporated directly in the profit and loss account. The contributions that are still to be paid and to be received back are entered under current liabilities and receivables, respectively. DEFERRED TAXES Taxes are calculated on the basis of the result before tax as shown in the profit and loss account, taking account of tax-exempt items and partly or completely non-deductible expenses. If valuation for tax purposes differ from the policies described in this section and these result in deferred tax liabilities, a provision is formed for these liabilities. Deferred tax assets are recognised for all deductible temporary differences and available carry-forward of unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry forward of unused tax losses can be utilised. Deferred income tax assets and liabilities are measured by taking account of the tax consequences of the realisation or settlement of assets, provisions, liabilities and accruals as intended by Agrifirm and its group companies, at the balance sheet date. The deferred tax assets and liabilities are stated at the nominal rates that apply in the various countries and at discounted values. Deferred tax assets and liabilities are set off if the general conditions for netting are met. Koninklijke Coöperatie Agrifirm U.A. and virtually all of its Dutch group companies form a fiscal unity for Dutch corporate income taxes. NON-CURRENT LIABILITIES Interest-bearing and non-interest-bearing non-current liabilities are carried at amortised cost based increased by the directly attributable transaction costs. Interest charges are recognised in the year in which they fall due. TRADE PAYABLES AND OTHER CURRENT LIABILITIES Trade payables and other current liabilities are at first recognition recorded at their fair value, subsequently stated at amortised cost based and are debts with a term of less than one year. DERECOGNITION OF FINANCIAL ASSETS AND LIABILITIES A financial instrument is derecognized if a transaction results in the transfer, to a third party, of all or nearly all rights to economic benefits and of all or nearly all the risks attached to the position. LEASING Amounts paid in accordance with operating leases are accounted for in the profit and loss account on a straight-line basis over the term of the lease. Assets which are acquired under the terms of financial leases are stated at the lowest of the fair value or present value of the minimum instalments less accumulated depreciation. Financial lease commitments are accounted for under non-current and current liabilities. NET TURNOVER Net turnover is calculated as the earnings received from external parties for delivered goods and services, minus volume discounts, other discounts, price adjustments paid to customers and excluding value added tax. Member discount is a distribution of profits to the members and therefore not deducted in net turnover. Turnover is only accounted for if there is reasonable assurance that future benefit will be accrued by the business and that such benefit can be estimated reliably. Income is recognised when the significant risks have been transferred to the buyer, receipt of the consideration is probable, and the associated costs and possible return of goods can be estimated reliably. 37 Koninklijke Coöperatie Agrifirm U.A. annual report 2014 COST OF RAW MATERIALS AND CONSUMABLES The cost of raw materials and consumables is calculated on the basis of historical cost. DEPRECIATION AND AMORTISATION Depreciation of property, plant and equipment and amortisation of intangible fixed assets are calculated on the basis of fixed percentages of their purchase price or cost of manufacture. INTEREST Interest is allocated to successive financial reporting periods in proportion to the outstanding principal. Premiums and discounts are treated as annual interest charges so that the effective interest rate, together with the interest payable on the loan, is recognized in the profit and loss account, with the amortized cost of the liabilities being recognized in the balance sheet. Period interest charges and similar charges are recognized in the year in which they fall due. INCOME TAXES Income taxes comprises both taxes payable in the short term and deferred taxes, taking account of tax facilities and non-deductible costs. No taxes are deducted from profits if and insofar as these can be offset against losses from previous years and a deferred tax asset had not been recognised. Taxes are deducted from losses if these can be offset against profits in previous years. In addition, taxes will be deducted if and insofar as it may be reasonably expected that losses can be offset against future profits. RESULT PARTICIPATING INTERESTS The share in the result of participating interests represents Agrifirm’s share in the net result of these participating interests. CASH FLOW STATEMENT The cash flow statement has been prepared in accordance with the indirect method. The purchase price of new acquired group companies and participating interests is accounted for under cash flow from investment activities. Therefore the amounts in the cash flow statement cannot always be reconciled with the consolidated balance sheet and profit & loss account. 38 Koninklijke Coöperatie Agrifirm U.A. annual report 2014 8.6 Notes to the consolidated balance sheet ACQUISITION AND DISPOSAL OF GROUP COMPANIES The following acquisitions took place in 2014: > 1 January 2014: the acquisition of 100% of the shares of the feed additives producer Metachem Nutrientes Ltda (Brazil) by Nuscience NV as per 24 December 2013. Consolidation of Metachem starts per 1 January 2014. > 27 May 2014: 49% of the shares of the agricultural mechanization company Agrimec BV, which hold 100% of the shares of Abemec, has been sold to BayWa AG. > 30 May 2014: the whole 100% participation in James & Son (Great-Britain), held by Agrifirm Co-products BV, has been sold to Duynie. > 3 July 2014: indirect participation of 40.7% of the shares in Agri Retail BV, franchisor of Welkoop stores, has been extended to 100%, directly after selling the intermediate holding Agri Holding BV to IJsvogel Groep. > 1 September 2014: the remaining 49% of the shares of the premixes company Novi-Mix DOO (Serbia) by Nuscience NV. INTANGIBLE FIXED ASSETS (1) Change in the value of intangible fixed assets during the year under review: Prepayments on intangible fixed assets Goodwill Software 61,666 -26,200 21,267 -14,296 548 83,481 -40,496 Book value 35,466 6,971 548 42,985 Changes in book value (De-)consolidations group companies Investments Depreciation Currency translation differences 3,732 576 -9,905 -62 278 2,527 -3,432 -34 Balance -5,659 -661 858 -5,462 65,912 -36,105 29,807 24,038 -17,728 6,310 1,406 91,356 -53,833 37,523 Balance as at 1 January 2014 Purchase price Accumulated depreciation Balance as at 31 December 2014 Purchase price Accumulated depreciation Book value 858 1,406 Total 4,010 3,961 -13,337 -96 Goodwill is amortised over an estimated life of five years for a trading company and ten years for a production company. The other categories are amortised over ten years maximum. The (de-)consolidations group companies and investments in goodwill in 2014 in the amount of € 4.3 million (2013: € 3.1 million) are primarily related to the acquisition of Agri Retail BV, Metachem Nutrientes Ltda and the remaining non-controlling interest in Novi-Mix DOO. 39 Koninklijke Coöperatie Agrifirm U.A. annual report 2014 PROPERTY, PLANT & EQUIPMENT (2) Change in the value of property, plant & equipment during the year under review: Fixed assets under construction Assets not employed in business operations Total Land and buildings Plant and machinery Other fixed assets 284,298 -175,461 287,747 -205,154 81,100 -56,413 12,719 6,170 -405 672,034 -437,433 108,837 82,593 24,687 12,719 5,765 234,601 Changes in book value (De-)consolidations group companies Investments Divestments Reclassification Depreciation Impairment Currency translation differences -284 4,135 -1,527 73 -9,622 -841 -412 366 13,225 -645 3,189 -16,678 -239 50 4,038 -2,562 107 -4,163 -743 -221 Balance -8,478 -782 -3,494 6,729 -2,761 -8,786 269,638 -169,279 100,359 303,691 -221,880 81,811 72,259 -51,066 21,193 19,448 4,391 -1,387 3,004 669,427 -443,612 225,815 Balance as at 1 January 2014 Purchase price Accumulated depreciation Book value Balance as at 31 December 2014 Purchase price Accumulated depreciation Book value 10,643 -3,470 -8 -1,778 101 -6 -1,078 -436 19,448 132 32,041 -6,512 0 -30,477 -2,662 -1,308 Assets not employed in business operations consist of land and buildings which were previously used for business purposes and that are currently vacant or (partly) rented by third parties. Agrifirm intends to sell this property. Based on changes in book value over time and proceeds of similar property, it is anticipated that the expected net proceeds of this property exceeds the book value. In 2014 profit on the sale of predominantly real estate amounted to € 7.0 million (2013: € 8.6 million). Part of the sale of real estate concerns a sale and leaseback of retail buildings. The buildings were leased back at market rates. The result on the sales is therefore recognised in the profit and loss account. An impairment of € 2.7 million (2013: nihil) has been made for several assets mainly as a result of the fact that the book value was higher than the expected realizable value for the company. For a book value of € 14.9 million (2013: € 15.5 million) as part of land and buildings, Agrifirm has not the legal ownership but the beneficial ownership based upon financial lease contracts. For further information regarding these contracts, refer to the notes of financial lease as mentioned under commitments and contingencies. FINANCAL FIXED ASSETS (3) Change in the financial fixed assets during the year under review: Participating interests Receivables from participating interests Other noncurrent assets Deferred tax assets Total 61,124 860 12,066 14,468 88,518 1,955 Balance as at 1 January 2014 Changes in book value (De-)consolidations group companies Investment / payment Divestment / repayment Increase / decrease Dividends received Share in annual results Balance Balance as at 31 December 2014 40 Koninklijke Coöperatie Agrifirm U.A. annual report 2014 680 -892 710 -25,025 -860 3,600 1,955 680 3,600 -26,383 1,955 -892 710 -20,330 36,099 0 15,666 16,423 68,188 3,600 -25,523 -860 Participating interests The participating interests mainly relate to the non-consolidated interests in: > Plukon Food Group BV (20.0%) > Schothorst Feed Research BV (18.9%) > Sto Posto DOO (35.0%) Agrifirm values participating interests over whose commercial and financial policy the group exerts significant influence at net asset value and goodwill paid on acquisition of group companies and participating interests is capitalized. On 3 July 2014 Agrifirm sold her 40.7% share in the capital of its participation Agri Holding BV to IJsvogel Groep. On 1 December 2014 Agrifirm sold her 43.0% share in the capital of its participation Holland Malt Holding BV to Bavaria. Receivables from participating interests Included in receivables from participating interests are receivables arising from loans to participating interests. The loan still outstanding at the end 2013 amounting € 0.9 million has been repaid totally during 2014. Other non-current assets The remainder of the other non-current assets are mainly loans to customers. Deferred tax assets Deferred tax assets mainly refer to tax losses carried forward and temporary valuation differences in the Netherlands, Belgium, Spain and Ukraine. These deferred tax assets have been capitalised on the basis of expected taxable earnings in the future. A net interest rate of 2% has been used to discount these deferred tax assets. The nominal value of the deferred tax assets amounted to € 20.8 million on 31 December 2014 (2013: € 15.9 million). The term of these deferred tax assets is maximum nine years for the Dutch part. It is anticipated that a part of the deferred tax assets amounting to € 3.8 million (2013: € 2.1 million) will be refundable within one year. The deferred tax assets increased in 2014 due to the realisation of tax losses and changes in the differences between the commercial and fiscal valuation of assets and liabilities. At year-end 2014, Agrifirm had tax losses carried forward and valuation differences amounting to € 40.6 million (2013: € 24.1 million) for which no deferred tax assets have been capitalised in the balance sheet because taxable earnings in the near future are not certain. These tax losses mainly relate to various operating companies in Belgium and Germany. INVENTORIES (4) Inventories can be specified as follows: 2014 2013 Raw materials and consumables Finished products and goods for resale Livestock 58,823 136,083 5,321 71,993 118,685 2,589 Total inventories 200,227 193,267 The inventories are stated at historical cost or, if lower, market value/realisable value. 41 Koninklijke Coöperatie Agrifirm U.A. annual report 2014 RECEIVABLES (5) Receivables can be specified as follows: 2014 2013 Trade receivables Taxes and social insurance contributions Other receivables Other current assets 176,505 7,397 9,545 9,550 197,097 6,973 15,750 6,450 Total receivables 202,997 226,270 Trade receivables are stated at their nominal value less a provision for doubtful debts. The term of the receivables is less than one year. The considerable decrease in other receivables primarily concerns the proceeds in 2013 from the sale of land and interest received. CASH AND CASH EQUIVALENTS (6) Cash and cash equivalents are available to the company on demand. GROUP EQUITY (7) Equity The change in equity during the year is as follows: 2014 2013 Balance as at 1 January 388,755 380,053 Member Dividend / Member Discount Net income Currency translation differences and other changes -12,280 3,105 2,658 -10,789 20,377 -886 Balance as at 31 December 382,238 388,755 Changes in equity are elaborated upon in the company financial statements. Non-controlling interests The change in non-controlling interests during the year under review is as follows: Balance as at 1 January Share in income Investments in group companies Divestments in group companies Sale of shares in group companies Dividend Currency translation differences and other Balance as 31 December 2014 2013 4,468 2,356 518 1,478 853 -1,111 4,225 -900 -934 40 -205 -54 6,266 4,468 The divestment in group companies refers to the acquisition of the remaining shares of Novi-Mix DOO whereby the non-controlling interest no longer exist. The sale of shares in group companies relates to the sale of Abemec BV. Other non-controlling interests mainly refer to Cehave Korm Ltd, a Nuscience NV group company. 42 Koninklijke Coöperatie Agrifirm U.A. annual report 2014 PROVISIONS (8) Provisions can be specified as follows: Pensions Deferred tax liabilities Restructuring Other Total Balance as at 1 January 2014 266 940 9,035 7,126 17,367 (De-)consolidations group companies Additions Used 248 24 -72 14 -571 4,275 -4,688 188 2,000 -3,323 450 6,299 -8,654 Balance as at 31 December 2014 466 383 8,622 5,991 15,462 The provisions are mainly of a short-term nature, except for the provision for deferred taxes and pensions. Provisions for pensions primarily relate to the actuarial value of pension liabilities not insured at third-party insurers or pension funds. The provision for deferred tax liabilities mainly relates to differences in valuation for statutory and tax purposes of group companies acquired in the period 2007 to 2010. The restructuring provision relates to the projected cost of integration and restructuring of activities of the various group companies. The provision has primarily been established to cover the cost of personnel reductions and the optimisation of the number of locations. Included in other provisions are provisions for risks related to soil contamination, losses on contracts with customers, losses on egg contracts and claims relating to product liability. The addition in 2014 is primarily related to provisions for claims. NON-CURRENT LIABILITIES (9) Non-current liabilities can be specified as follows: 2014 2013 Debt Other non-current liabilities 1,978 22,031 6,748 23,850 Total non-current liabilities 24,009 30,598 No debt had a remaining term of more than five years at balance sheet date (2013: nil). The repayment commitment on long-term loans amounts to € 2.1 million next year. Most long-term loans have a variable interest rate based on Euribor plus a spread of 1.5% to 5.35%. The average interest rate on long-term loans was approximately 4.3% in 2014 (2013: 3.9%). Ultimo 2014 there are no longer assets pledged as security (2013: € 3.1 million). In other non-current liabilities is the financial lease obligation amounted to € 15.3 million (2013: € 15.6 million) of the Graansloot cereal storage facility accrued. An € 18 million guarantee was provided to the bank of the lessor of the facility. No security was provided for the other long-term loans. Under other long-term liabilities contingent liabilities were included for an amount of € 1.6 million (2013: € 1.0 million) with respect to past acquisitions of group companies. The short-term part of this liability amounts to € 0.6 million (2013: € 0.7 million) and is included in other short-term payables. 43 Koninklijke Coöperatie Agrifirm U.A. annual report 2014 CURRENT LIABILITIES (10) Current liabilities can be specified as follows: 2014 2013 Bank debt Trade payables Taxes and social security contributions Other payables Other current liabilities 38,773 164,453 16,737 66,645 38,599 95,203 154,616 16,006 71,040 31,920 Total current liabilities 325,207 368,785 The term of the liabilities is less than one year. Other non-current liabilities contain most importantly accruals and payable Member Dividend / Member Discount. Bank debt mainly refer to a ‘multi-currency revolving credit facility’ with a group of banks ('club deal'). During the maturity of the facility, amounts were drawn and fund even as regular transactions were made at different banks in the club deal. As a result of that the amounts are balanced in the annual accounts. Amounts can be drawn on the facility up to a maximum of € 400 million, when ratios agreed upon with the banks have been met. Agrifirm Group BV and a number of Dutch group companies guaranteed this facility and provided tangible assets and receivables as security towards the group of banks. The facility is available as from 8 March 2013 and exists out of two parts. Part A, amounting to € 300 million has a term of three years and can be extended two times with one year. During 2014, the company applied for one year extension of Part A. This extension must be applied for before the end of the first and second year. Part A additionally has an option to be extended with € 100 million. Part B, amounting to € 100 million has a term of one year and can be extended four times with one year. During 2014, the company applied for one year extension of Part B. The interest rate is based on Euribor and a spread. Financial instruments Interest rate swaps with a nominal value of € 100 million (2013: € 100 million) as at the balance sheet date are used to cover interest rate risks with respect to liabilities with a variable interest rate. Financial instruments are not held or issued for speculative purposes. The swaps open on the balance sheet date have terms with an ending date varying from 2016 to 2020 and have an interest rate of 0.97% (2013: 0.97%). At year-end 2014 the fair value of the current swaps amounted to negative € 3.0 million (2013: negative € 0.8 million). No provision was made for this negative value due to the application of cost price hedge accounting. Forward contracts were concluded for the purchase of raw materials to hedge the risk of price fluctuations of raw materials. Due to the higher price of raw materials than the prices agreed upon in the forward contracts, the contracts have a positive fair value of € 1.0 million as at 31 December 2014 (2013: negative € 0.1 million). As of 2014 new regulation regarding reporting on financial instruments came into force. The changes have an impact on the following items: > Ineffectiveness: Impact on Agrifirm is considered to nihil. The critical terms of the hedged items and the hedge instruments are in general similar. > Embedded derivatives: Further investigation shows that this has no impact for Agrifirm. > Cash flow risk: In the hedge contracts entered into by Agrifirm do not lead to significant cash flow risks. Risks acknowledged by Agrifirm are: > Strategic risks: Possible risks related to further growth and acquisitions are controlled through a strategic plan and targets related to growth and financing. > Operational risks: Volatility of raw material prices and a mismatch between purchase- and selling positions are being controlled by monitoring positions and continuous attention for cost efficiency. Animal diseases may have an adverse effect on the number of animals and additional costs for transportation. By securing the quality of raw materials, providing information to livestock farmers and geographical spread of the activities, Agrifirm limits this risk. 44 Koninklijke Coöperatie Agrifirm U.A. annual report 2014 > Financial risks: Funding-, interest- and currency risks are being hedged by means of interest swaps and currency forward contracts and periodic liquidity planning. These activities and treasury are predominantly taking place at Agrifirm Group level. > Compliance risks: The risk that there is no compliance with applicable laws and regulations is being controlled by working with an internal compliance code, ‘horizontaal toezicht’ and internal control procedures. COMMITMENTS AND CONTINGENCIES Securities provided Bank guarantees have been issued amounting to € 0.6 million (2013: € 2.4 million) primarily for leases and prepayments, and guarantees have been issued for other parties amounting to € 3.2 million (2013: € 3.4 million). A work guarantee for several years is provided for all employees of Agrifirm Feed transport BV who were transferred to another employer in the process of outsourcing transport activities per 1 January 2014. An € 18 million guarantee was provided to the bank of the lessor of the Graansloot cereal storage facility. Guarantees as defined in Section 2:403 of the Dutch Civil code have been issued by Koninklijke Coöperatie Agrifirm U.A. on behalf of most of its Dutch group companies. Rental-, lease- and other commitments The composition of the total liabilities can be specified as follows: 2014 2013 Rent buildings Rent and lease of transport equipment and vehicles Other liabilities 48,045 14,669 31,182 36,616 11,797 8,196 Total off-balance sheet commitments 93,896 56,609 The increase in commitments for rent buildings is the effect of the sale and lease back of a number of shop buildings. The increase of other liabilities is due to liabilities against investments in new plants. As part of the normal business activities, contracts with purchasing and buying commitments with third parties are entered into. The breakdown of the liabilities over the years can be specified as follows: 2014 2013 Less than 1 year From 1 - 5 years More than 5 years 34,753 41,363 17,780 11,870 25,364 19,375 Total off-balance sheet commitments 93,896 56,609 Fiscal unity Koninklijke Coöperatie Agrifirm U.A and the majority of its Dutch group companies form a fiscal unity for Dutch corporate income taxes. As a result of this, Koninklijke Coöperatie Agrifirm U.A. can be held liable for taxes of companies that are part of this fiscal unity. 45 Koninklijke Coöperatie Agrifirm U.A. annual report 2014 8.7 Notes to the consolidated profit & loss account NET TURNOVER (11) Breakdown of net turnover by activity: 2014 2013 875,963 357,523 470,320 52,925 121,419 292,274 64,500 107,285 16,881 992,322 358,798 498,932 73,444 150,076 296,324 63,604 80,798 17,348 2,359,090 2,531,646 2014 2012 The Netherlands Belgium Germany France Poland Hungary China Other countries 1,531,788 127,324 302,187 38,672 83,972 62,099 91,634 121,414 1,603,922 162,488 353,064 43,473 83,220 71,014 99,194 115,271 Total net turnover 2,359,090 2,531,646 Feed the Netherlands Arable farming and Horticulture the Netherlands Feed Europe Arable farming Europe Co-products Premixes & concentrates Mechanisation Retail Other activities Total net turnover The geographical breakdown of net turnover is as follows: Transactions with associated parties An amount of € 1.1 billion (2013: € 1.1 billion) was supplied to and purchased from members of Koninklijke Coöperatie Agrifirm U.A. Other than this, no material transactions with associated parties took place in the year under review. Other operating income Other operating income mainly refers to proceeds regarding logistic services rendered to third parties, income from the lease of tangible fixed assets to third parties, and income from the sale of predominantly real estate. 46 Koninklijke Coöperatie Agrifirm U.A. annual report 2014 PERSONNEL COSTS (12) The breakdown of personnel costs is as follows: 2014 2013 Salaries and wages Pension premiums Other social security charges Temporary staff Other personnel costs 117,641 9,562 18,906 8,499 18,355 119,631 9,535 18,679 9,418 20,051 Total personnel costs 172,963 177,314 The pension agreements have predominantly an average wage basis and are defined contribution arrangements. Employees Number of employees per activity (ultimo year in FTE): 2014 2013 569 238 464 167 725 205 431 200 610 251 467 208 669 199 365 187 2,999 2,956 2014 2013 Depreciation property, plant and equipment Amortisation goodwill Depreciation software 33,139 9,905 3,432 29,330 10,256 2,380 Total depreciation 46,476 41,966 Feed the Netherlands Arable farming and Horticulture the Netherlands Feed and arable farming Europe Co-products Premixes & concentrates Mechanisation Retail Other activities Total number of FTE Number of FTE ultimo year working in the Netherlands 1,794 (2013: 1,766). DEPRECIATION (13) The breakdown of depreciation is as follows: OTHER OPERATING EXPENSES (14) Key costs included in other operating expenses relate to expenses regarding transport, utility, maintenance and repair costs. The cost of research and development amounted to € 7.5 million (2013: € 7.7 million). 47 Koninklijke Coöperatie Agrifirm U.A. annual report 2014 NET FINANCE EXPENSES (15) The breakdown of financial income and expenses is as follows: Financial income Financial expenses Net finance expenses 2014 2013 2,046 -11,030 2,493 -10,123 -8,984 -7,630 Financial expenses mainly relate to interest on current bank debt. Income primarily relates to interest on long-term receivables from customers and on loans to participations. Besides in the financial income and expenses an amount of € 1.6 million has been recognised due to negative exchange differences. INCOME TAXES (16) Income taxes is for € 0.1 million (2013: € 2.9 million) related to the Netherlands and for € 3.2 million (2013: € 5.8 million) in foreign countries. The effective corporate income tax rate (53.4%) is different from the Dutch nominal rate of (25%) due to: > The result from participating interests is not subject to taxation under the participation exemption in the Netherlands. > Other permanent differences in valuation of assets and liabilities for statutory and tax purposes. > Different nominal tax rates in foreign countries. > Some tax losses and valuation differences in the Netherlands and abroad are not valued because future realisation of these is not certain. 48 Koninklijke Coöperatie Agrifirm U.A. annual report 2014 8.8 Notes to the consolidated cash flow statement GENERAL The cash flow statement is prepared on the basis of a comparison of the starting and ending balances (the indirect method). Transactions that did not generate cash flow, such as value adjustments, are eliminated. Changes as a result of the acquisition or sale of consolidated participating interests are accounted for under investments. The relevant funds comprise the balance of cash and cash equivalents as well as current bank debt. CASH FLOW FROM OPERATING ACTIVITIES Interest received and paid is accounted for in cash flow from operations. The changes in balances of working capital and cash flow generated by operating activities show a positive cash flow from operating activities of € 61.0 million (2013: € 110.8 million). CASH FLOW FROM INVESTMENT ACTIVITIES Investment activities accounted for an cash in of € 10.9 million (2013: € 16.2 million cash in). Investments are primarily for the improvement and expansion compound feed and premix factories. The investments are mainly for improvements in plants for compound feed as even premixes. Investments in new group companies and financial assets were limited. The positive cash flow form divestments concerns the receipt of the receivable related mainly to the sale of Holland Malt BV. CASH FLOW FROM FINANCING ACTIVITIES Long-term liabilities amounting to € 7.4 million (2013: € 4.8 million) were repaid. In 2014 Member Dividend / Member Discount and dividends to shareholders with minority interests in participations where Agrifirm does not own 100% of the shares, amounting to € 14.7 million (2013: € 3.4 million) were paid out. CHANGE IN CASH AND CASH EQUIVALENTS MINUS CURRENT BANK DEBT Cash and cash equivalents minus current bank debt increased with an amount of € 50.5 million (2013: € 121.2 million increase). This change can be specified as follows: 2014 Cash and cash equivalents start year Cash and cash equivalents start year Change in cash and cash equivalents 24,332 18,432 Current bank debt start year Current bank debt end year Change current bank debt 95,203 38,773 Change cash and current bank debt 49 Koninklijke Coöperatie Agrifirm U.A. annual report 2014 2013 14,572 24,332 -5,900 9,760 206,648 95,203 56,430 111,445 50,530 121,205 8.9 Company balance sheet as at 31 December ASSETS Fixed assets Financial fixed assets Participating interests in group companies Note 2014 17 401,938 TOTAL ASSETS EQUITY AND LIABILITIES Equity Shareholders’ equity Statutory reserves Other reserves 2013 408,655 401,938 Note 2014 408,655 2013 18 19,217 363,021 16,924 371,831 382,238 Liabilities Current liabilities Member Dividend / Member Discount payable 19,700 TOTAL EQUITY AND LIABILITIES 388,755 19,900 19,700 19,900 401,938 408,655 8.10 Company profit & loss account Note Result of group companies NET RESULT 50 Koninklijke Coöperatie Agrifirm U.A. annual report 2014 2014 2013 3,105 20,377 3,105 20,377 8.11 Notes to the company balance sheet and profit & loss account (all amounts are stated in thousands of euros unless indicated otherwise) These are the company financial statements of Koninklijke Coöperatie Agrifirm U.A., established at 1 June 2010, having its registered offices in Apeldoorn, the Netherlands. These financial statements have been drawn up in accordance with Dutch laws and regulations for financial reporting. The provision of Section 362(8), Part 9, Book 2 of the Dutch Civil Code that allows the same accounting policies to be used in drawing up the company financial statements as those used in drawing up the consolidated financial statements was invoked. For the accounting policies used for valuing assets and liabilities and drawing up the profit and loss account, we refer you to the notes to the consolidated financial statements, unless the company financial statements already include explanatory notes for the relevant items reported there. The exemption pursuant to Section 402, Part 9, Book 2 of the Dutch Civil Code was applied for the presentation of the company profit and loss account. A list of capital interests, prepared in accordance with legal provisions, is available at the company's offices and has been filed with the Trade Register. FINANCIAL FIXED ASSETS (17) The change in the financial fixed assets can be specified as follows: Participating interests in group companies Balance as at 1 January 2014 408,655 Changes in book value Result of group companies Member Dividend / Member Discount Currency translation differences and other changes Balance 3,105 -12,480 2,658 -6,717 Balance as at 31 December 2014 401,938 All participating interests in group companies are held via Agrifirm Group BV. 51 Koninklijke Coöperatie Agrifirm U.A. annual report 2014 EQUITY (18) The movement in equity can be specified as follows: Balance as at 1 January 2014 Statutory reserve translation differrences Statutory reserve retained earnings participations Other reserves Total -2,086 19,010 371,831 388,755 3,105 -12,280 2,658 Changes in book value Net income Member Dividend / Member Discount Currency translation differences and other changes 2,658 -365 3,105 -12,280 365 Balance 2,658 -365 -8,810 -6,517 572 18,645 363,021 382,238 Balance as at 31 December 2014 The members council approved in December 2014 the proposal of the board to pay out an amount of € 8.0 million out of the net result over 2014 to the members of Koninklijke Coöperatie Agrifirm U.A. as Member Dividend (‘Ledenvoordeel’, dividend on results non-member business) in 2016. This proposal is included in the financial statements. The amount to be distributed to the members will be calculated as 0.65% on their relevant transactions in 2015 from the Dutch member companies Agrifirm Feed and Agrifirm Plant and is included under other short-term payables. Over the year 2014 a Member Discount of € 6.0 million (€ 4.7 million after corporate income tax) is reserved and is included under other short-term payables. Net income amounting to € 3.1 million will be transferred to equity. Currency translation differences refer to differences in equity value of foreign participating interests. A legal reserve is retained for these differences. AUDITOR’S FEES The fees paid to the auditor charged with conducting the audit are as follows: Audit of the financial statements Other audit services Other non-audit services Total fees 2014 2013 972 75 185 915 117 295 1,232 1,327 FISCAL UNITY Koninklijke Coöperatie Agrifirm U.A and the majority of its Dutch group companies form a fiscal unity for Dutch corporate income taxes. As a result of this, Koninklijke Coöperatie Agrifirm U.A. can be held liable for taxes of companies that are part of this fiscal unity. REMUNERATION MEMBERS EXECUTIVE BOARD AND SUPERVISORY BOARD The remuneration in accordance with Section 383(1), Part 9, Book 2 of the Dutch Civil Code (including pension contributions) for the members of the board of the Koninklijke Coöperatie Agrifirm U.A. (simultaneously the Supervisory Board of Agrifirm Group BV) is € 277 thousand (2013: € 262 thousand). 52 Koninklijke Coöperatie Agrifirm U.A. annual report 2014 8.12 Other information PROFIT ALLOCATION According to Article 30 of the Articles of Association of Koninklijke Coöperatie Agrifirm U.A., a proportion of any profit revealed in the profit and loss account of the adopted financial statements may be added to the reserves. The members council shall decide on any balance remaining based on a proposal presented by the board of the cooperative. The members council approved in December 2014 the proposal of the board to pay out an amount of € 8.0 million out of the net result over 2014 to the members of Koninklijke Coöperatie Agrifirm U.A. as Member Dividend (‘Ledenvoordeel’) in 2016. Additionally the members council approved in December 2014 to pay out an amount of € 6.0 million Member Discount (€ 4.7 million after corporate income tax) (‘Ledenkorting’). This proposal is included in the financial statements. The remaining net result, an amount of € 3.1 million, will be transferred to equity. EVENTS AFTER BALANCE SHEET DATE There are no events after balance sheet date relevant to disclose in the annual report. 53 Koninklijke Coöperatie Agrifirm U.A. annual report 2014 INDEPENDENT AUDITOR’S REPORT To: the members council of Koninklijke Coöperatie Agrifirm U.A. REPORT ON THE FINANCIAL STATEMENTS We have audited the accompanying financial statements 2014 of Koninklijke Coöperatie Agrifirm U.A. Apeldoorn, which comprise the consolidated and company balance sheet as at 31 December 2014, the consolidated and company profit and loss account for the year then ended and the notes, comprising a summary of the accounting policies and other explanatory information. Management's responsibility Management is responsible for the preparation and fair presentation of these financial statements and for the preparation of the management board report, both in accordance with Part 9 of Book 2 of the Dutch Civil Code. Furthermore management is responsible for such internal control as it determines is necessary to enable the preparation of the financial statements that are free from material misstatement, whether due to fraud or error. Auditor's responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing. This requires that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion with respect to the financial statements In our opinion, the financial statements give a true and fair view of the financial position of Koninklijke Coöperatie Agrifirm U.A. as at 31 December 2014 and of its result for the year then ended in accordance with Part 9 of Book 2 of the Dutch Civil Code. REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS Pursuant to the legal requirement under Section 2:393 sub 5 at e and f of the Dutch Civil Code, we have no deficiencies to report as a result of our examination whether the management board report, to the extent we can assess, has been prepared in accordance with Part 9 of Book 2 of this Code, and whether the information as required under Section 2:392 sub 1 at b-h has been annexed. Further we report that the management board report, to the extent we can assess, is consistent with the financial statements as required by Section 2:391 sub 4 of the Dutch Civil Code. Eindhoven, 2 March 2015 Ernst & Young Accountants LLP s.g.d. S.G.C. Seijkens RA 54 Koninklijke Coöperatie Agrifirm U.A. annual report 2014 Addresses Koninklijke Coöperatie Agrifirm U.A. Landgoedlaan 20 7325 AW APELDOORN, the Netherlands T +31 88 488 1000 F +31 88 488 1900 www.agrifirm.com [email protected] EXECUTIVE BOARD Ton Loman Jaap Vessies Joost Helsen > > > Chairman (CEO) Financial Director (CFO) Operational Director (COO) Group companies AGRIFIRM FEED BV AGRIFIRM DEUTSCHLAND GMBH Landgoedlaan 20 7325 AW APELDOORN, the Netherlands T +31 88 488 1100 F +31 88 488 1900 www.agrifirm.com/feed [email protected] Acting director: Joost Helsen Danziger Straße 3-5 41460 NEUSS, Germany T +49 2131 181-0 F +49 2131 181-107 www.agrifirm.de [email protected] Director: Otto van der Linden AGRIFIRM PLANT BV AGRIFIRM MAGYARORSZÁG ZRT. Landgoedlaan 20 7325 AW APELDOORN, the Netherlands T +31 88 488 1200 F +31 88 488 1900 www.agrifirm.com/plant [email protected] Deputy director: Vincent Roelofs Daróczi major, Pf. 27 4183 KABA, Hungary T +36 54 461 110 F +36 54 523 033 www.agrifirm.hu [email protected] Director: Alexander Drees AGRIFIRM BELGIUM NV NUSCIENCE NV Industrieweg 18 2280 GROBBENDONK, Belgium T +32 14 50 07 80 F +32 14 50 07 91 www.agrifirm.be [email protected] Director: Adrie Brands Booiebos 5 9031 DRONGEN, Belgium T +32 9 280 29 71 F +32 9 282 00 27 www.nusciencegroup.com [email protected] Director: Patrick Keereman AGRIFIRM POLSKA SP ZOO AGRIFIRM CO-PRODUCTS BV / BONDA 64-500 SZAMOTUŁY, Poland ul. Boleslawa Chrobrego 52 T +48 61 29 31 970 F +48 61 29 22 369 www.agrifirm.pl [email protected] Director: John Dortmans Weeresteinstraat 43 2182 GR HILLEGOM, the Netherlands T +31 252 53 61 36 F +31 252 53 61 37 www.agrifirm.com/co-products [email protected] Director: Ed Brouwer BV OLDAMBT Langeweg 5 9682 XR OOSTWOLD, the Netherlands T +31 597 55 13 02 F +31 597 55 17 67 www.oldambt.nl [email protected] Director: Eiko Jan Duursema 55 Koninklijke Coöperatie Agrifirm U.A. annual report 2014 NUTRICONTROL BV AGRIFIRM EXLAN BV NCB-laan 52 5462 GE VEGHEL, the Netherlands T +31 413 38 26 33 F +31 413 38 21 41 www.nutricontrol.nl [email protected] Director: Jörgen van den Ende Landgoedlaan 20 7325 AW APELDOORN, the Netherlands T +31 88 488 1000 F +31 88 488 1900 www.exlan.nl [email protected] Director: Gerrit Schilstra ABEMEC BV AGRIFIRM WINKEL BV Pater van den Elsenlaan 4 5462 GG VEGHEL, the Netherlands T +31 413 38 29 11 F +31 413 38 22 94 www.abemec.nl [email protected] Director: Hans Quint Landgoedlaan 20 7325 AW APELDOORN, the Netherlands T +31 88 488 1000 F +31 88 488 1900 www.agrifirm.com [email protected] Director: Tije de Jong AGRI RETAIL BV Galvanistraat 100 6716 AE EDE, the Netherlands T +31 318 43 20 00 F +31 318 43 20 02 www.agriretail.nl [email protected] Director: Paul Burger Participating interests STO POSTO DOO SCHOTHORST FEED RESEARCH BV Patrijarha Varnave 31 11000 BELGRADO, Serbia T +381 11 244 11 96 F +381 11 244 60 24 www.stoposto.rs [email protected] Director: Zoran Vukadinovic Meerkoetenweg 26 8218 NA LELYSTAD, the Netherlands T +31 320 25 22 94 F +31 320 25 50 30 www.schothorst.nl [email protected] Acting director: René Aerts PLUKON FOOD GROUP BV Industrieweg 36 8091 AZ WEZEP, the Netherlands T +31 38 376 66 37 F +31 38 376 66 74 www.plukon.nl [email protected] Director: Peter Poortinga 56 Koninklijke Coöperatie Agrifirm U.A. annual report 2014 57 Koninklijke Coöperatie Agrifirm U.A. annual report 2014 58 Koninklijke Coöperatie Agrifirm U.A. annual report 2014