ONTENTS CONTENTS age Board of Directors, Executives...

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Golden Vale Co-Operative Mart Limited and its subsidiary undertakings Consolidated Financial Statements 2015 1 CONTENTS Board of Directors, Executives, Managers and Other Information 2 Chairman’s Report 3 Statement of the Committee of Management Responsibilities 5 Independent Auditors’ Report 6 Consolidated Income and Expenditure Account 8 Consolidated Balance Sheet 9 Consolidated Statement of Changes in Equity 10 Consolidated Cash Flow Statement 11 Notes to the Consolidated Financial Statements 12-29

Transcript of ONTENTS CONTENTS age Board of Directors, Executives...

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Golden Vale Co-Operative Mart Limited and itssubsidiary undertakings

Consolidated Financial Statements 2015

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CONTENTS

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STATEMENT OF THE COMMITTEE OF MANAGEMENT RESPONSIBILITIES 2

INDEPENDENT AUDITORS’ REPORT 3 - 4

CONSOLIDATED INCOME AND EXPENDITURE ACCOUNT 5

CONSOLIDATED BALANCE SHEET 6

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 7

CONSOLIDATED STATEMENT OF CASH FLOWS 8

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 9 - 26

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CONTENTS

Board of Directors, Executives, Managers and Other Information 2

Chairman’s Report 3

Statement of the Committee of Management Responsibilities 5

Independent Auditors’ Report 6

Consolidated Income and Expenditure Account 8

Consolidated Balance Sheet 9

Consolidated Statement of Changes in Equity 10

Consolidated Cash Flow Statement 11

Notes to the Consolidated Financial Statements 12-29

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Golden Vale Co-Operative Mart Limited and itssubsidiary undertakings

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CONTENTS

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STATEMENT OF THE COMMITTEE OF MANAGEMENT RESPONSIBILITIES 2

INDEPENDENT AUDITORS’ REPORT 3 - 4

CONSOLIDATED INCOME AND EXPENDITURE ACCOUNT 5

CONSOLIDATED BALANCE SHEET 6

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 7

CONSOLIDATED STATEMENT OF CASH FLOWS 8

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 9 - 26

BOARD OF DIRECTORS

KILMALLOCK: A. Liston (Chairman of the Board of Directors), T. Boyce, J. O’Connor, B. Clery, T. Shanahan, D. Mullins, J. Carmody, B. Laffan, J. Purcell, J. Cooke, E. O’Dea, L. McGrath.RATHKEALE: D. Naughton, T. Hannon, C. O’Gorman.ABBEYFEALE: J. O’Keeffe, (Vice-Chairman of the Board of Directors) J. Ward, P. Lane.DROMCOLLOGHER: N. O’Keeffe, P. O’Connell, K. O’SullivanCARRIGALLEN: J. Morrow, M. McGovern, M. Flood, G. Taylor.TULLAMORE: D. Connor, P. Grogan, J. Kane.

MANAGEMENT SUB-COMMITTEE

A. Liston (Chairman of the Board of Directors), J. O’Keeffe, (Vice-Chairman of the Board of Directors) D. Connor, P. O’Connell, M. McGovern, J. O’Connor, P. Grogan, T. Hannon, T. Shanahan, P. Lane

EXECUTIVES

Chief Executive & Secretary: P J Buckley, B. Comm., F.C.A.Financial Controller: Maurice Lyons, B. Comm., F.C.A.Property Director: Tom Crosse, F.I.P.A.V.

MART AND PROPERTY MANAGERS Helen Kells, Antoinette Daly, Denis Lane, Richard Ryan, M.I.P.A.V. Peter Scully, M.I.P.A.V. Gordon Cobbe, M.I.P.A.V. OTHER INFORMATION

RegisteredOffice: Kilmallock,Co.Limerick.(063)98050 Public Auditor: Pricewaterhouse Coopers, Bank Place, Limerick. Solicitors: Maurice M.A. Power & Son, Kilmallock, Co. Limerick. Bankers: Bank of Ireland PLC Bank Zachodni WBK S.A. Sparkasse Osrabrück Deutsche Postbank AG.

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STATEMENT OF THE COMMITTEE OF MANAGEMENT RESPONSIBILITIES 2

INDEPENDENT AUDITORS’ REPORT 3 - 4

CONSOLIDATED INCOME AND EXPENDITURE ACCOUNT 5

CONSOLIDATED BALANCE SHEET 6

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 7

CONSOLIDATED STATEMENT OF CASH FLOWS 8

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 9 - 26

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CHAIRMAN’S REPORT

Dear Shareholder,

It is a great honour for me as Chairman to present the Annual Report of our Society for the year ended 31 December 2015.

REVIEW OF OPERATIONSBecause of a new Financial Reporting Standard, (FRS102), the format and presentation of our Financial Statements has altered from previous years. Changes have also been made to the comparative figures for 2014. Changes in values of Investment properties and the changes in the fair value of SWAP, (method for fixing interest rates), instruments are now included in the Profit and Loss and affect the Profit figure.

The Society had a very successful year with income of €7.370 million and it generated a Profit on Ordinary Activities Before Interest and Tax, (EBIT), of €2.710 million, (2014 €3.290 million). When these figures are amended to exclude items such as the Profit or Loss on Sale of Fixed Assets or Investment Properties, movements in the values of Investment Properties and the Pension settlement gain then the resulting EBIT is €2.422 million, (2014 €2.449). This reflects the profit generated in our Livestock and Property Auctioneering and property rentals excluding the items as outlined above.

I am pleased to report that the Society made significant reductions in its loan balances and also extended the maturity of all its loans during the year. In Ireland, the Society moved bank from AIB to Bank of Ireland. Additionally it refinanced €18.248 million of overseas loans at significantly reduced interest rates. It also repaid a net €5.333, million in loans during the period. Excluding clients funds, cash on hand increased by €4.552 million to €5.174 million. Overall therefore Net Debt of the Society, (excluding Client Funds), is now €14.605 million which is down from €24.456 million in 2014. The benefits of the combined reduction in loan amounts and respective interest rates will result in a radically reduced interest charge in future years.

LIVESTOCKWe had another very successful year in Marts with numbers increasing by 4.2% to 121,000 cattle and calves. The Gross value of livestock sales increased by €12 million to €96 million reflecting increased throughput and values. . The Marts division is contributing substantial profits to the Society.

The Society again invested heavily in Mart facilities and spent €0.38 million in capital expenditure in Marts in 2015. This Capital Expenditure programme has involved an outlay of €1.2 million since 2011. This is a very significant figure and shows the commitment of the Society to maintaining and improving our Marts for all our customers and staff. The Society is planning further significant expenditure in 2016.

PROPERTY AUCTIONEERINGI am glad to report that our Property Auctioneering Division had a very successful year and this is continuing in the current year. We have a very committed and professional staff involved in all our offices who are focused on delivering the very best service to all our clients.

PROPERTY INVESTMENTSThe Society has a very large property investment portfolio which constitutes a very significant part of our income and our asset base.

The Society disposed of our Munich Investment in 2015 and we are pleased to report that overall the Society will receive a positive return on equity from the investment. As you are aware the Society owned this property in conjunction with third party shareholders. At the time of writing we have now refunded 95% of their initial investment and we expect when the final amounts are distributed that the third party shareholders will achieve a positive return on their investment. Not many investments have returned money during the time horizon of this investment.

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STATEMENT OF THE COMMITTEE OF MANAGEMENT RESPONSIBILITIES 2

INDEPENDENT AUDITORS’ REPORT 3 - 4

CONSOLIDATED INCOME AND EXPENDITURE ACCOUNT 5

CONSOLIDATED BALANCE SHEET 6

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 7

CONSOLIDATED STATEMENT OF CASH FLOWS 8

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 9 - 26

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Our other overseas investments are performing very satisfactorily. Rental Income from our property investments in 2015 amounted to €3.725 million or 51% of our income. Our Polish investment has proved to have been an inspired one and has generated substantial profits since purchase. In addition, the building has also increased in value since purchase. I would also like to point out that significantly in excess of the initial equity of €2.4 million invested in Poland has been repatriated and reinvested in Ireland from profits made in Poland.

Excluding our Munich Investment, which is now sold, our investments in Germany are well diversified across five different properties in four different cities and with in excess of one hundred and fifty tenants. These properties have increased in capital value while also generating substantial profits for the Group each year.

We also rented out our building in Shannon which has been vacant for a couple of years.

BIOGREENThis Company where we hold a 50% interest has come through a few challenging years. The Company had to reinvent itself in 2010 following the elimination of excise relief on the sale of biofuel. The Company has developed new markets for its products and is continuing to do so.

I am glad to report that the company continued to be profitable in 2015. The Company also refinanced its banking facilities from AIB to Bank of Ireland. We are hopeful that the business will continue to grow and I want to pay tribute to our partners in the business for their contribution.

DIVIDENDI am glad to report that this year the board are recommending the payment of a dividend of 5%. RULESOur existing rule book was adopted in 1997 and the Board felt it should be reviewed. Following this review the Board have recommended the adoption of a new rule book which will be presented to the members at a Special General Meeting.

APPRECIATIONIn the past year, a number of people who served on the Board and advisory committees and who worked with the Society passed away. On my own behalf and on behalf of the Board, I want to extend to their spouses and families my deepest sympathy.

60th ANNIVERSARYOur Society was registered in 1956 and this year we celebrate 60 years in existence. Our founding members showed great vision and courage in establishing the Society and this year, we celebrate their achievement and indeed the contribution of all who have helped to make the Society what it is today.

CONCLUSIONI want to thank my colleagues on the Board and all the Advisory Committees and you the shareholders for your strong support over the last year. I also want to thank Management and staff for their loyalty and support and for the contribution they make to this Society. I want to thank all our customers for their continuing support and also our auditors and advisers.

GVM is a strong Society. Net Assets of the Society as stated in the Balance Sheet are €22.8 million (gross assets of €46.54 million less liabilities of €23.74 million) which includes minority interest of €1.78 million. We have a very strong and profitable Society which we can all be proud of and look forward to the future with confidence.

AIDAN LISTONCHAIRMAN.

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STATEMENT OF THE COMMITTEE OF MANAGEMENT RESPONSIBILITIES 2

INDEPENDENT AUDITORS’ REPORT 3 - 4

CONSOLIDATED INCOME AND EXPENDITURE ACCOUNT 5

CONSOLIDATED BALANCE SHEET 6

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 7

CONSOLIDATED STATEMENT OF CASH FLOWS 8

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 9 - 26

Golden Vale Co-Operative Mart Limited and its subsidiary undertakings

STATEMENT OF THE COMMITTEE OF MANAGEMENT RESPONSIBILITIES

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The committee of management is responsible for the preparation of the financial statements which give a trueand fair view in accordance with applicable Irish law including the Industrial and Provident Societies Acts,1893 and accounting standards generally accepted in Ireland. In preparing the financial statements, thecommittee of management is required to:

select suitable accounting policies and apply them consistently;make judgements and estimates that are reasonable and prudent;prepare the financial statements on the going concern basis unless it is inappropriate to presume thatthe Society will continue in business.

The committee of management confirms that it has complied with the above requirements in preparing thefinancial statements.

The committee of management is responsible for ensuring that the society keeps proper books of account,which disclose with reasonable accuracy at any time the financial position of the society and to enable them toensure that the financial statements are prepared in accordance with accounting standards generally acceptedin Ireland and comply with the Irish Industrial and Provident Societies Acts, 1893. They are also responsible forsafeguarding the assets of the society and hence for taking reasonable steps for the prevention and detection offraud and other irregularities

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STATEMENT OF THE COMMITTEE OF MANAGEMENT RESPONSIBILITIES 2

INDEPENDENT AUDITORS’ REPORT 3 - 4

CONSOLIDATED INCOME AND EXPENDITURE ACCOUNT 5

CONSOLIDATED BALANCE SHEET 6

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 7

CONSOLIDATED STATEMENT OF CASH FLOWS 8

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 9 - 26

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STATEMENT OF THE COMMITTEE OF MANAGEMENT RESPONSIBILITIES 2

INDEPENDENT AUDITORS’ REPORT 3 - 4

CONSOLIDATED INCOME AND EXPENDITURE ACCOUNT 5

CONSOLIDATED BALANCE SHEET 6

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 7

CONSOLIDATED STATEMENT OF CASH FLOWS 8

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 9 - 26

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STATEMENT OF THE COMMITTEE OF MANAGEMENT RESPONSIBILITIES 2

INDEPENDENT AUDITORS’ REPORT 3 - 4

CONSOLIDATED INCOME AND EXPENDITURE ACCOUNT 5

CONSOLIDATED BALANCE SHEET 6

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 7

CONSOLIDATED STATEMENT OF CASH FLOWS 8

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 9 - 26

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STATEMENT OF THE COMMITTEE OF MANAGEMENT RESPONSIBILITIES 2

INDEPENDENT AUDITORS’ REPORT 3 - 4

CONSOLIDATED INCOME AND EXPENDITURE ACCOUNT 5

CONSOLIDATED BALANCE SHEET 6

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 7

CONSOLIDATED STATEMENT OF CASH FLOWS 8

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 9 - 26

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Golden Vale Co-Operative Mart Limited and its subsidiary undertakings

CONSOLIDATED BALANCE SHEETFor the financial year ended 31 December 2015

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2015 2014Note '000 '000

Fixed assetsInvestment properties 9 34,585 43,350Tangible assets 10 4,756 4,486Financial assets - investments 11 2 2Interest in joint ventures - share of net assets 12 278 286

39,621 48,124Current assetsStocks 13 7 5Debtors (amounts falling due within one year) 14 970 1,042Cash at bank 15 5,940 1,917

6,917 2,964

Creditors amounts falling due within one year 16 (2,875) (28,062)

Net current assets/(liabilities) 4,042 (25,098)

Total assets less current liabilities 43,663 23,026

Creditors - amounts falling due after more than one year 17 (19,069) (58)

Provisions for liabilities 19 (1,791) (1,822)

Net assets 22,803 21,146

Capital and reservesShare capital 23 1,138 1,151Capital reserve (non-distributable) 3,210 2,185Currency translation adjustment (276) (239)Retained profits 16,955 15,262Equity shareholders' funds - equity interests 21,027 18,359

Non-controlling interest 1,776 2,787Capital employed 22,803 21,146

The financial statements were approved and authorised for issue by the Committee of Management on 28April 2016 and signed on its behalf by:

Aidan Liston John O'KeeffeChairman Vice Chairman

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STATEMENT OF THE COMMITTEE OF MANAGEMENT RESPONSIBILITIES 2

INDEPENDENT AUDITORS’ REPORT 3 - 4

CONSOLIDATED INCOME AND EXPENDITURE ACCOUNT 5

CONSOLIDATED BALANCE SHEET 6

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 7

CONSOLIDATED STATEMENT OF CASH FLOWS 8

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 9 - 26

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STATEMENT OF THE COMMITTEE OF MANAGEMENT RESPONSIBILITIES 2

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CONSOLIDATED INCOME AND EXPENDITURE ACCOUNT 5

CONSOLIDATED BALANCE SHEET 6

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 7

CONSOLIDATED STATEMENT OF CASH FLOWS 8

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 9 - 26

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Golden Vale Co-Operative Mart Limited and its subsidiary undertakings

CONSOLIDATED CASH FLOW STATEMENTFor the financial year ended 31 December 2015

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2015 2014Note '000 '000

Cash from operations 25 2,469 2,625Income taxes paid (86) (137)Net cash flows generated from operating activities 2,383 2,488

Cash flows from investing activitiesPurchase of tangible fixed assets and investment properties (583) (232)Proceeds from disposal of tangible fixed assets and investmentproperties 10,456 151Net cash used in investing activities 9,873 (81)

Cash flows from financing activitiesInterest paid and similar charges (1,317) (1,204)Share capital redeemed (1,363) (10)Repayment of bank borrowings (19,715) (1,110)Proceeds from issue of bank borrowings 14,382 -Net cash used in financing activities (8,013) (2,324)

Net increase in cash and cash equivalents 4,243 83Cash and cash equivalents at 1 January 1,568 1,485Cash and cash equivalents at 31 December 5,811 1,568

Cash and cash equivalents consists of:

Cash and bank balances 5,273 941Client funds cash and bank balances 667 976Bank overdraft (129) (349)Cash and cash equivalents 5,811 1,568

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CONSOLIDATED INCOME AND EXPENDITURE ACCOUNT 5

CONSOLIDATED BALANCE SHEET 6

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 7

CONSOLIDATED STATEMENT OF CASH FLOWS 8

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 9 - 26

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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1 Accounting policies

(a) General information and basis of preparation

Golden Vale Co-Operative Mart Limited is a Society incorporated in Ireland under the Industrial andProvident Societies Act, 1893 to 2014.

The prior year financial statements were restated for material adjustments on adoption of FRS 102 inthe current year. For more information see note 32.

The functional currency of the Society is considered to be Euro because that is the currency of theprimary economic environment in which the society operates. The financial statements are alsopresented in Euro.

(b) Statement of compliance

The financial statements of Golden Vale Co-Operative Mart Limited and its subsidiary undertakingshave been prepared on a going concern basis and in accordance with Irish GAAP (accountingstandards issued by the Financial Reporting Council of the UK and promulgated by the Institute ofChartered Accountants in Ireland). The group financial statements comply with Financial ReportingStandard 102, "The Financial Reporting Standard applicable in the United Kingdom and the Republicof Ireland") ("FRS 102") and the Industrial and Provident Societies Acts, 1893 to 2014.

(c) Basis of consolidation

The consolidated financial statements include the financial statements of Golden Vale Co-OperativeMart Limited and its subsidiaries made up to the balance sheet date.

The results of subsidiaries acquired or sold are consolidated for the periods from or to the date onwhich control passed. Where necessary adjustments are made to subsidiary financial statements tobring the accounting policies in line with those used by the group. All intra-group transactions,balances income and expenses are eliminated on consolidation.

The group’s share of results of its joint ventures, which are entities in which the group holds aninterest on a long term basis and which are jointly controlled by the group and one or more otherventures under a contractual arrangement, are accounted for using the equity method. Initialrecognition, from the date the investments are finalised is at the transaction price (includingtransaction costs) and are subsequently adjusted to reflect the Group’s share of profits or loss andother Comprehensive income of joint ventures.

(d) Currency

Monetary assets and liabilities denominated in foreign currencies are translated at the exchange ratesruling at the balance sheet date, and revenues, costs and non-monetary assets at the exchange ratesruling at the transaction date. Profits and losses arising from foreign currency translations and onsettlement of amounts receivable and payable in foreign currency are dealt with through the profit andloss account.

The assets and liabilities of subsidiaries denominated in foreign currencies are translated using yearend exchange rates and income is translated at average rates. Exchange adjustments arising fromthe restatement of opening balance sheets of foreign subsidiaries are dealt with through reserves.The cumulative effect of the exchange rate change is included in shareholders' equity.

Monetary assets are money held and amounts to be received in money. All other assets are non-monetary assets.

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CONSOLIDATED INCOME AND EXPENDITURE ACCOUNT 5

CONSOLIDATED BALANCE SHEET 6

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 7

CONSOLIDATED STATEMENT OF CASH FLOWS 8

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 9 - 26

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Golden Vale Co-Operative Mart Limited and its subsidiary undertakings

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

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1 Accounting policies - continued

(e) Income

Income represents commissions, entry fees, auctioneers' fees earned, sales of livestock and propertyrents. Income is stated exclusive of value added tax.

Commissions, entry fees and auctioneers' feesThe society operates a number of marts and property offices throughout Ireland. Income is recognisedon entry fees when animals enter the mart as there are no unfulfilled obligations that could affect themart income from that point. Income is measured at fixed prices specified at each mart location.

Income is recognised on commissions when an animal is sold at the auction as this is when there isno further obligation on the mart. Income is measured at the commission rate per listing.

Income is recognised on auctioneers' fees when contracts for sale of property are signed as this iswhen the income is irrevocable. Income is measured at the commission per signed engagementletter.

Sale of LivestockThe society operates a number of farms and income is recognised on the sale of livestock. Income isrecognised when an animal is sold at the mart auction. Income is measured at the price agreed atauction.

Property rentsThe society owns a number of investment properties and these generate rental income. Rental incomeis recognised in the period it is invoiced as this is the service period. Rental income is measured atamount per individual tenants agreement.

(f) Employee benefits

The company provides a range of benefits to employees, including short-term employee benefits suchas paid holiday arrangements and post employment benefits in the form of defined contributionpension plans.

(i) Short term employee benefits, including paid holiday arrangements and other similar non-monetary benefits, are recognised as an expense in the financial year in which employees renderthe related service. An expense is recognised in the profit and loss account when the Society hasa present legal or constructive obligation to make payments under the plan.

(ii) The Society operates a defined contribution plan for certain employees under which it pays fixedcontributions into a separate fund. The contributions to the defined contribution plan arerecognised as an expense when they are due. Amounts not paid are shown as accruals in thebalance sheet.

(g) Taxation

The charge for taxation is based on the profit or loss for the year and takes into account taxationadvanced and/or deferred because of timing differences.

Deferred tax is calculated on all timing differences that have originated but not reversed at the balancesheet date where transactions or events that result in an obligation to pay more tax in the future or aright to pay less tax in the future have occurred at the balance sheet date.

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CONSOLIDATED INCOME AND EXPENDITURE ACCOUNT 5

CONSOLIDATED BALANCE SHEET 6

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 7

CONSOLIDATED STATEMENT OF CASH FLOWS 8

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 9 - 26

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

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1 Accounting policies - continued

(g) Taxation - continued

Timing differences are temporary differences between profits as computed for tax purposes and profitsas stated in the financial statements which arise because certain items of income and expenditure inthe financial statements are dealt with in different years for tax purposes.

Deferred tax liabilities are recognised in full in respect of net unfavourable timing differences.Deferred tax assets in respect of net favourable timing differences, including taxation losses availablefor carry forward. Unrelieved tax losses and other deferred tax assets are recognised only to theextent that, on the basis of all available evidence, it will be regarded as more likely than not that therewill be suitable table profits from which the future reversals of the underlying timing differences can bededucted.

Deferred tax is measured at the tax rates that are expected to apply in the years in which the timingdifferences are expected to reverse, based on tax rates and laws that have been enacted orsubstantively enacted at the balance sheet date. Deferred tax is not discounted.

(h) Goodwill

Goodwill arose on the acquisition of an interest in a joint venture represents the excess of the fairvalue of the consideration over the fair value of the net assets acquired. It was amortised in equalinstalments over 10 years which represented its estimated economic life.

The carrying cost is written down for any impairments expected to be permanent.

In accordance with Section 35 of FRS 102, Section 19 of FRS 102 has not been applied in thesefinancial statements in respect of business combinations effected prior to the date of transition.

(i) Tangible fixed assets and depreciation

(i) Tangible fixed assets are carried at cost (or deemed cost) less accumulated depreciation andaccumulated impairment losses. Cost includes the original purchase price, costs directlyattributable to bringing the asset to the location and condition necessary for its intended use,applicable dismantling, removal and restoration costs and borrowing costs capitalised.

(ii) Depreciation is provided on a straight line basis at annual rates which are estimated to reducethe tangible fixed assets to realisable values by the end of their expected working lives. The ratesused are stated below:

Rate %Land 0Buildings 2.5Plant and machinery 10 – 50

(j) Financial fixed assets

The investments by the company in subsidiary, joint venture and associate undertakings are shown atcost less provisions for any permanent diminution in value.

(k) Investment properties

The properties are re-valued annually in accordance with FRS 102 Section 16 and the surplus ordeficit on revaluation is recognised in the Profit and Loss Account for the year. Investment propertiesare not depreciated. These properties are not held for consumption but for investment and theCommittee of Management consider that systematic annual depreciation would be inappropriate.

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STATEMENT OF THE COMMITTEE OF MANAGEMENT RESPONSIBILITIES 2

INDEPENDENT AUDITORS’ REPORT 3 - 4

CONSOLIDATED INCOME AND EXPENDITURE ACCOUNT 5

CONSOLIDATED BALANCE SHEET 6

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 7

CONSOLIDATED STATEMENT OF CASH FLOWS 8

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 9 - 26

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Golden Vale Co-Operative Mart Limited and its subsidiary undertakings

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

12

1 Accounting policies - continued

(l) Financial instruments

Financial assets and financial liabilities are recognised when the Society becomes a party to thecontractual provisions of the instrument.

Financial liabilities and equity instruments are classified according to the substance of the contractualarrangements entered into. An equity instrument is any contract that evidences a residual interest inthe assets of the company after deducting all of its liabilities.

Financial assets and liabilitiesAll financial assets and liabilities are initially measured at transaction price (including transactioncosts), except for those financial assets classified as at fair value through profit or loss, which areinitially measured at fair value (which is normally the transaction price excluding transaction costs),unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financingtransaction, the financial asset or financial liability is measured at the present value of the futurepayments discounted at a market rate of interest for a similar debt instrument.

Financial assets and liabilities are only offset in the statement of financial position when, and onlywhen there exists a legally enforceable right to set off the recognised amounts and the companyintends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Financial liabilities are derecognised only when the obligation specified in the contract is discharged,cancelled or expires.

Derivative financial instrumentsThe Society uses derivative financial instruments to reduce exposure to interest rate movements.

The Society does not hold or issue derivative financial instruments for speculative purposes.

Derivatives are initially recognised at fair value at the date a derivative contract is entered into andare subsequently remeasured to their fair value at each reporting date. The resulting gain or loss isrecognised in profit or loss immediately unless the derivative is designated and effective as ahedging instrument, in which event the timing of the recognition in profit or loss depends on thenature of the hedge relationship.

(m)Stocks

Stocks, feedstuffs and animals are valued at the lower of cost and estimated selling price less coststo sell, which is equivalent to the net realisable value. Cost represents invoiced value. Due provisionis made to reduce any obsolete stock to its net realisable value.

(n) Cash and cash equivalents

Cash and cash equivalents include cash on hand. Bank overdrafts are shown within borrowings incurrent liabilities. Cash and cash equivalents are initially measured at transaction price andsubsequently measured at amortised cost.

(o) Grants

Capital grants have been treated as deferred credits and released as income in equal annualinstalments over the estimated economic lives of the relevant fixed assets.

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Consolidated Financial Statements 2015

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CONTENTS

Page

STATEMENT OF THE COMMITTEE OF MANAGEMENT RESPONSIBILITIES 2

INDEPENDENT AUDITORS’ REPORT 3 - 4

CONSOLIDATED INCOME AND EXPENDITURE ACCOUNT 5

CONSOLIDATED BALANCE SHEET 6

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 7

CONSOLIDATED STATEMENT OF CASH FLOWS 8

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 9 - 26

16

Golden Vale Co-Operative Mart Limited and its subsidiary undertakings

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

13

1 Accounting policies - continued

(p) Dividends

Dividends on equity shares are recognised in the financial statements when they have beenappropriately approved or authorised by the shareholders and are no longer at the discretion of thesociety.

(q) Provisions and contingencies

Provision are recognised when the Society has a present legal or constructive obligation as a result ofpast events. It is probable that a transfer of economic benefits will be required to settle the obligationand the amount of the obligation can be reliably measured. Provisions are reviewed on an annualbasis and adjusted to reflect the current best estimate of the amount required to settle the obligation.

2 Critical accounting judgements and key sources of estimation uncertainty

In the application of the Society’s accounting policies, which are described in note 1, the Committee ofManagement are required to make judgements, estimates and assumptions about the carrying amountsof assets and liabilities that are not readily apparent from other sources. The estimates and associatedassumptions are based on historical experience and other factors that are considered to be relevant.Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accountingestimates are recognised in the period in which the estimate is revised if the revision affects only thatperiod, or in the period of the revision and future periods if the revision affects both current and futureperiods. Critical judgements in applying the Society’s accounting policies.

Critical judgements in applying the Society’s accounting policiesThe following are the critical judgements, apart from those involving estimations (which are dealt withseparately below), that the Committee of Management have made in the process of applying theSociety’s accounting policies and that have the most significant effect on the amounts recognised in thefinancial statements.

Valuation of investment propertyThe properties are re-valued annually in accordance with FRS 102 Section 16 and the surplus or deficit onrevaluation is recognised in the Profit and Loss Account for the year. Investment properties are notdepreciated. These properties are not held for consumption but for investment and the Committee ofManagement consider that systematic annual depreciation would be inappropriate.

Key source of estimation uncertainty – recognition of deferred tax assetIn accordance with FRS 102 Section 29.7, a deferred tax asset shall be recognised only to the extent thatit is probable that it will be recovered against the reversal of deferred tax liabilities or other future taxableprofits. The deferred tax asset impact on the investment property measured at fair value has beenconsidered and a deferred tax asset has been booked to the extent an existing deferred tax liability ispresent against which it can be offset. No net deferred tax asset has been recognised in the financialstatements.

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Consolidated Financial Statements 2015

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CONTENTS

Page

STATEMENT OF THE COMMITTEE OF MANAGEMENT RESPONSIBILITIES 2

INDEPENDENT AUDITORS’ REPORT 3 - 4

CONSOLIDATED INCOME AND EXPENDITURE ACCOUNT 5

CONSOLIDATED BALANCE SHEET 6

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 7

CONSOLIDATED STATEMENT OF CASH FLOWS 8

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 9 - 26

17

Golden Vale Co-Operative Mart Limited and its subsidiary undertakings

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

14

3 Income

Income comprises income from continuing and discontinued operations. During the year GVMAR GP, asubsidiary company, disposed of investment property and has discontinued operations. It has beenplaced into a members voluntary liquidation prior to the year end and the Society expects to makepositive returns on equity. The result for the year shows the loss for the year for this discontinuedoperation together with the corresponding result for the prior year.

Income represents commissions, entry fees, auctioneers' fees earned, sales of livestock and propertyrents and disposal of land held for resale or development at invoiced value. Income is stated exclusive ofvalue added tax.

Income in the marts is derived from commission and entry fees earned on sales of livestock. The grossvalue of livestock sales in the Society’s marts during the year was 96,000,564 (2014: 84,009,967).

An analysis of the society's income by geographical market is set out below:

2015 2014'000 '000

Europe 7,370 7,2537,370 7,253

An analysis of the society's turnover is as follows: 2015 2014'000 '000

Commissions, entry fees, auctioneers' fees and sales of livestock 3,645 3,339Rents receivable 3,725 3,914

7,370 7,253

4 Operating expenses 2015 2014'000 '000

(a) Analysis of operating expenses:

Administration expenses 2,574 2,296Other expenses 2,303 2,443

4,877 4,739

(b) The following operating expenses have been recognised 2015 2014'000 '000

Reversal of impairment loss - trade debtors (12) (17)Stock recognised as an expense 190 256Depreciation 116 126Profit on disposal of tangible fixed assets - (151)Loss on disposal of investment properties 999 -Amortisation of grants (9) (9)Audit, accountancy and other professional services fees 95 103

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Consolidated Financial Statements 2015

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CONTENTS

Page

STATEMENT OF THE COMMITTEE OF MANAGEMENT RESPONSIBILITIES 2

INDEPENDENT AUDITORS’ REPORT 3 - 4

CONSOLIDATED INCOME AND EXPENDITURE ACCOUNT 5

CONSOLIDATED BALANCE SHEET 6

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 7

CONSOLIDATED STATEMENT OF CASH FLOWS 8

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 9 - 26

18

Golden Vale Co-Operative Mart Limited and its subsidiary undertakings

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

15

5 Fair value gain/(loss) on investment properties 2015 2014'000 '000

Fair value gain on Society and subsidiary investment properties 1,287 950Fair value (loss) on joint venture investment property - (503)Fair value gain on investment properties 1,287 447

The investment properties are revalued annually, resulting in a surplus on revaluation of 1,286,898. Thissurplus on revaluation has been credited to the profit and loss account.

6 Net interest expense 2015 2014'000 '000

(a) Interest receivable and similar incomeFair value gain on derivative financial instruments (note 25) 812 481Total interest receivable and similar income 812 481

(b) Interest payable and similar chargesInterest payable on bank loans, overdrafts and bank charges (1,012) (1,204)Refinancing costs (305) -Total interest payable and similar charges (1,317) (1,204)

(c) Net interest expenseInterest receivable and similar income 812 481Interest payable and similar charges (1,317) (1,204)Net interest expense (505) (723)

7 Income tax 2015 2014'000 '000

(a) Analysis of profit and loss account chargeCurrent tax:Irish capital gains tax on sale of land - 46Foreign tax on foreign profit for the year 328 200Current tax expense for the financial year 344 246

Deferred tax:Origination and reversal of timing differences – Ireland (21) -Origination and reversal of timing differences - Foreign 32 213Deferred tax for the financial year 11 213Tax on profit on ordinary activities 339 459

(b) Tax expense/(income) relating to items recognised in equity:Current tax - -Deferred tax - -Total tax expense relating to items recognised in equity - -

(note 24)

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Consolidated Financial Statements 2015

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STATEMENT OF THE COMMITTEE OF MANAGEMENT RESPONSIBILITIES 2

INDEPENDENT AUDITORS’ REPORT 3 - 4

CONSOLIDATED INCOME AND EXPENDITURE ACCOUNT 5

CONSOLIDATED BALANCE SHEET 6

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 7

CONSOLIDATED STATEMENT OF CASH FLOWS 8

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 9 - 26

19

Golden Vale Co-Operative Mart Limited and its subsidiary undertakings

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

16

7 Income tax - continued 2015 2014'000 '000

(c) Reconciliation of tax expense

Group profit before tax 2,205 2,265Less: profit subject to foreign tax (2,058) (1,656)Add: share of joint venture (profit)/loss before tax (8) (35)Group profit subject to Irish tax 139 574

Profit subject to Irish tax multiplied by the standard rate of corporationtax in Ireland of 12.5% (2014: 12.5%) 17 72

Effects of:Disallowable expenses 10 11Expenses allowable for tax purposes (8) (30)Utilisation of trading losses (30) (30)Passive income at a higher rate 8 9Chargeable gains (18) (18)Tax on profit on ordinary activities (21) -

(d) Factors that may affect future taxation charges

Under present legislation, the company is subject to Irish corporation tax at a rate of 12.5% on profits.

8 Profit for the financial year

A profit of 141,300 (2014: profit of 982,783) for the year has been dealt with in the profit and lossaccount of the parent society.

9 Investment properties 2015 2014'000 '000

At 1 January 43,350 40,535Reclassification of tangible fixed assets on transition to FRS 102 - 1,865Additions 198 -Disposals (see (b) below) (10,250) -Revaluation gain (see (c) below) 1,287 950At 31 December 34,585 43,350

(a) Certain land and buildings were reclassified from fixed assets to investment properties on transition toFRS 102.

(b) During the year, the investment property in Munich with a carrying value of 10,250,000 was disposedof.

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Consolidated Financial Statements 2015

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STATEMENT OF THE COMMITTEE OF MANAGEMENT RESPONSIBILITIES 2

INDEPENDENT AUDITORS’ REPORT 3 - 4

CONSOLIDATED INCOME AND EXPENDITURE ACCOUNT 5

CONSOLIDATED BALANCE SHEET 6

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 7

CONSOLIDATED STATEMENT OF CASH FLOWS 8

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 9 - 26

20

Golden Vale Co-Operative Mart Limited and its subsidiary undertakings

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

17

9 Investment properties - continued

(c) Certain land and buildings owned by the Society in Ireland were valued as at 31 December 2015 onopen market value basis by Tom Crosse, F.I.P.A.V., GVM Auctioneers, 26 Glentworth Street,Limerick. This resulted in a revaluation loss of 65,000 over the prior year carrying value and hasbeen debited to the profit and loss account.

The investment property in Poland was valued on an open market value basis as of 31 December2015 by Ernst & Young Spolka. This resulted in a revaluation loss of 290,000 over the prior yearcarrying value and has been debited to the profit and loss account.

The investment properties in Brandenburgische, Potsdam, Joachimstaler and Hamburg (all located inGermany), were revalued on an open market basis as at 31 December 2015 by Persch Consult. Thisresulted in a revaluation gain of 1,858,814 on the aggregate value of these assets and this has beencredited to the profit and loss account.

The investment property in Osnabruck, Germany was revalued on an open market basis as at 31December 2015. This valuation was performed by Stefan Küter, director of GVM Osnabruck Ltd,resulting in a revaluation loss of 216,916 over the prior year carrying value and this has also beendebited to the profit and loss account.

10 Tangible fixed assets Land andbuildings

Plant andmachinery Total

'000 '000 '000Cost at 1 January 2014 as reported under previous IrishGAAP 8,020 2,086 10,106Reclassifications to investment property on transition toFRS 102 (note 9) (1,865) - (1,865)At 1 January 2014 6,155 2,086 8,241Accumulated depreciation (2,000) (1,861) (3,861)Carrying amount 4,155 225 4,380

Financial year ended 31 December 2014Opening carrying amount 4,155 225 4,380Additions 149 83 232Disposals - - -Depreciation (64) (62) (126)Carrying amount 4,240 246 4,486

At 31 December 2014Cost 6,304 2,169 8,473Accumulated depreciation (2,064) (1,923) (3,987)Carrying amount 4,240 246 4,486

Financial year ended 31 December 2015Opening carrying amount 4,240 246 4,486Additions 337 49 386Disposals - - -Depreciation (69) (47) (116)Carrying amount 4,508 248 4,756

The company applied the transition exemption in Section 35 of FRS 102 and used a previous valuation asthe deemed cost for certain freehold land and buildings on transition FRS 102. As the assets are sold anappropriate amount is transferred from the capital reserve to the profit and loss account in equity.

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Consolidated Financial Statements 2015

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Page

STATEMENT OF THE COMMITTEE OF MANAGEMENT RESPONSIBILITIES 2

INDEPENDENT AUDITORS’ REPORT 3 - 4

CONSOLIDATED INCOME AND EXPENDITURE ACCOUNT 5

CONSOLIDATED BALANCE SHEET 6

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 7

CONSOLIDATED STATEMENT OF CASH FLOWS 8

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 9 - 26

21

Golden Vale Co-Operative Mart Limited and its subsidiary undertakings

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

18

11 Financial fixed assets - investments 2015 2014Notes '000 '000

Unlisted shares (a) 2 2

(a) In the opinion of the Committee of Management the value of the unlisted shares is in excess of cost.

12 Interest in joint ventures 2015'000

2014'000

(a) Share of net assets

Share of gross assets 654 654Share of gross liabilities (376) (368)

278 286(b) Intangible asset - goodwill

CostAt 1 January 337 337Additions - -At 31 December 337 337

AmortisedAt 1 January 337 337Charge for the year - -At 31 December 337 337

Net book valueAt 31 December - -

The goodwill arose on the purchase of 50% of the equity capital of Biogreen Energy Products Limited,during 2005 (note 22). This company is engaged in vegetable oil production and extractions for use in thefertiliser and feed industry.

13 Stocks 2015'000

2014'000

Animals and feedstuff 7 5

The replacement cost of the above categories of stock does not differ materially from their stated balancesheet values.

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STATEMENT OF THE COMMITTEE OF MANAGEMENT RESPONSIBILITIES 2

INDEPENDENT AUDITORS’ REPORT 3 - 4

CONSOLIDATED INCOME AND EXPENDITURE ACCOUNT 5

CONSOLIDATED BALANCE SHEET 6

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 7

CONSOLIDATED STATEMENT OF CASH FLOWS 8

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 9 - 26

22

Golden Vale Co-Operative Mart Limited and its subsidiary undertakings

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

19

14 Debtors - (amounts falling due within one year) 2015'000

2014'000

Trade debtors 41 53Prepayments, accrued income and other debtors 302 380Amount due from joint venture companies 627 609

970 1,042

The amount due from the joint venture company Kiwi SP Z.o.o. is unsecured and has no fixed repaymentschedule.

Trade debtors above is shown after provision for impairment 156k (2014: 192k).

15 Cash at bank

Cash at bank includes amounts held in separate client funds bank accounts of 666,878 (2014: 976,173)and the corresponding liability in respect of funds due to clients is included in creditors (see note 17).

16 Creditors - amounts falling due within one year 2015'000

2014'000

Bank loans (note 18 and (b) below) 729 25,048Interest rate swap liabilities (note 24) - 812Bank overdrafts 129 349Trade creditors and accruals 992 774Other creditors (see (a) below) 349 94Client funds (note 15) 667 976Capital grants (note 20) 9 9

2,875 28,062

(a) Other creditors:Corporation tax 275 17PAYE/PRSI 60 62VAT 14 15

349 94

17 Creditors - amounts falling due after more one year 2015'000

2014'000

Bank loans (note 18) 19,020 -Capital grants (note 20) 49 58

19,069 58

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STATEMENT OF THE COMMITTEE OF MANAGEMENT RESPONSIBILITIES 2

INDEPENDENT AUDITORS’ REPORT 3 - 4

CONSOLIDATED INCOME AND EXPENDITURE ACCOUNT 5

CONSOLIDATED BALANCE SHEET 6

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 7

CONSOLIDATED STATEMENT OF CASH FLOWS 8

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 9 - 26

23

Golden Vale Co-Operative Mart Limited and its subsidiary undertakings

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

20

18 Bank loans 2015'000

2014'000

The bank loans included in notes 16 and 17 are repayable as follows:

Not later than one year 729 25,048Later than one year and not later than five years 7,228 -Later than five years 11,792 -

19,749 25,048

Included in bank loans above is an amount of 1.5m in the Society, which is repayable in monthlyinstalments commencing 21 January 2016 with a final repayment of capital and interest no later than 7years from the commencement date. This loan is secured by a fixed and floating debentureincorporating a specific charge over properties in Kilmallock, Carrigallen and Tullamore and a floatingcharge over the assets and undertakings in the name of Golden Vale Cooperative Mart Limited.

Included in bank loans above are three loans totalling 18,248,676 in subsidiary companies in respectof investment properties which were re-financed during the year. All three loans are repayable inequal quarterly instalments which commenced between September and December 2015 with a finalrepayment of capital and interest due no later than 10 years for the date of commencement in respectof two loans and at the earliest 30 September 2019 in respect of the third. These loans are securedby a charge on the related investment properties held in the subsidiary companies.

19 Provisions for liabilities and charges Provision forjoint venture

Deferredtax

Total

'000 '000 '000

At 1 January 2015 172 1,650 1,822Movement for year (42) (11) (31)At 31 December 2015 130 1,661 1,791

At 1 January 2014 227 1,293 1,520Movement for year (55) 357 302At 31 December 2014 172 1,650 1,822

Deferred tax 2015 2014Deferred tax is provided as follows: '000 '000

Accelerated capital allowances 1,140 1,309Tax losses available - -Other timing differences 521 341Provision for deferred tax 1,661 1,650

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Consolidated Financial Statements 2015

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STATEMENT OF THE COMMITTEE OF MANAGEMENT RESPONSIBILITIES 2

INDEPENDENT AUDITORS’ REPORT 3 - 4

CONSOLIDATED INCOME AND EXPENDITURE ACCOUNT 5

CONSOLIDATED BALANCE SHEET 6

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 7

CONSOLIDATED STATEMENT OF CASH FLOWS 8

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 9 - 26

24

Golden Vale Co-Operative Mart Limited and its subsidiary undertakings

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

21

20 Capital grants 2015 2014'000 '000

ReceivedAt 1 January 215 215Addition - -At 31 December 215 215

Transfers to revenueAt 1 January 148 139During the year 9 9At 31 December 157 148

Net book valueAt 31 December 58 67

Analysed as follows:Amounts due within 1 year 9 9Amounts due after 1 year 49 58

21 Subsidiary undertakings and joint venture investments

The principal subsidiary undertakings are as follows:

Name of Subsidiary Nature of Business Holding%

Address of RegisteredOffice

GVM Financial Services Limited Mortgage, insurance& finance brokers

100 26 Glentworth StreetLimerick

GVM Property Investments Limited Investment holding 100 KilmallockCo Limerick

Kilmart Investments Luxembourg SARL Investment holding 100 69A Bourevard de la Petrusse,L-2320 Luxembourg

GVM Properties SP Zoo Investment holding 100 UL Jaxielska 47/12, Warsaw

Greenmart Investments Limited Investment holding 100 Kilmallock, Co Limerick

GVMAR GP Limited Investment holding 58.07 Kilmallock, Co Limerick

GVM UL Limited Investment holding 100 Kilmallock, Co Limerick

GVM Berlin Limited Investment holding 71.47 Kilmallock, Co Limerick

GVM Collin's Lane Limited Dormant 100 Kilmallock, Co Limerick

GVM Osnabruck Limited Investment holding 100 Kilmallock, Co Limerick

Name of Joint Venture

Biogreen Energy Products Limited Vegetable OilProduction

51 Kilmallock, Co Limerick

Kiwi SP Z.o.o Investment Holding 50 01-455 Warszawa, ULRadowa 24.1.14

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STATEMENT OF THE COMMITTEE OF MANAGEMENT RESPONSIBILITIES 2

INDEPENDENT AUDITORS’ REPORT 3 - 4

CONSOLIDATED INCOME AND EXPENDITURE ACCOUNT 5

CONSOLIDATED BALANCE SHEET 6

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 7

CONSOLIDATED STATEMENT OF CASH FLOWS 8

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 9 - 26

25

Golden Vale Co-Operative Mart Limited and its subsidiary undertakings

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

22

21 Subsidiary undertakings and joint venture investments - continued

Under Section 1 of the Companies Act, 2014, Biogreen Energy Products Limited is a subsidiary companyof Greenmart Investments Limited which in turn is a subsidiary of Golden Vale Co-Operative Mart Limited.However, under the terms of the shareholders agreement, Biogreen Energy Products Limited has beenaccounted for as a joint venture.

The subsidiaries are incorporated in and carry on their business in the country where their registeredoffices are situated with the exception of GVMAR GP Limited, GVM Berlin Limited and GVM OsnabruckLimited which carry on their business in Germany and GVM Properties SP Zoo which carries on itsbusiness in Poland.

The joint venture Kiwi SP Z.o.o carries on its business in Poland.

GVMAR GP Limited is in a members voluntary liquidation at the balance sheet date, following the disposalof the underlying assets.

22 Retirement benefits

The group operates a defined contribution pension scheme. The contributions to the defined contributionpension scheme for the year amounted to 244,357 (2014: 231,174). The amount payable at year endis Nil (2014: Nil).

The group also operated a defined benefit pension scheme with assets held in a separately administeredpension fund up until 1 March 2013. Agreement was reached in 2013 with the trustees of the definedbenefit scheme to wind up that scheme and move to a defined contribution scheme. The wind up of thescheme was completed in 2014 and the company reported a total settlement gain of 1,555,556,242,875 of this amount related to 2014.

23 Called up share capital and reserves 2015 2014'000 '000

(a) Called up share capital

At 1 January 1,151 1,057Shares issued during the year - 104Shares redeemed during the year (13) (10)At 31 December 1,138 1,151

Share capital represents shares of 1,138,302 1 each (2014: 1,150,518 shares).

(b) Reserves

The Society’s other reserves are as follows:

The profit and loss reserve represents cumulative profits or losses, net of dividends paid and transfersfrom the revaluation reserve related to disposals of investment property carried under the revaluationmodel prior to the transition to FRS 102.

The capital reserve (non distributable) fund arose on the application of the revaluation model forinvestments properties and certain classes of tangible assets prior to the transition to FRS 102 and isattributable to the net revaluation surplus on those assets at 1 January 2014.

The currency translation adjustment reserve contains gains/(losses) resulting from varying exchangerates over the years in Polish Zloty, arising on the subsidiary GVM Properties SP Zoo and the jointventure Kiwi SP Zoo.

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STATEMENT OF THE COMMITTEE OF MANAGEMENT RESPONSIBILITIES 2

INDEPENDENT AUDITORS’ REPORT 3 - 4

CONSOLIDATED INCOME AND EXPENDITURE ACCOUNT 5

CONSOLIDATED BALANCE SHEET 6

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 7

CONSOLIDATED STATEMENT OF CASH FLOWS 8

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 9 - 26

26

Golden Vale Co-Operative Mart Limited and its subsidiary undertakings

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

23

24 Financial instruments 2015 2014'000 '000

Financial liabilities at fair valueMeasured at fair valueDerivative financial liabilities - 812

- 812

The company's income, expense, gains and losses in respect of financial instruments are summarisedbelow:

2015 2014Fair value gains and losses '000 '000

On financial liabilities measured at fair value through profit or loss 812 481812 481

Due within one year Due after one year2015 2014 2015 2014'000 '000 '000 '000

Derivatives carried at fair value throughprofit or loss

LiabilitiesInterest rate swaps - 812 - -

- 812 - -

Interest rate swaps are valued at the present value of future cash flows estimated and discounted basedon the applicable yield curves derived from quoted interest rates.

Cash flow hedges

Interest rate swap contractsThe following table details the notional principal amounts and remaining terms of interest rate swapcontracts outstanding as at the reporting date:

Outstanding receivefixed pay floatingcontracts value

Average contractfixed interest

rateNotional principal

valueFair value of

obligation

2015 2014 2015 2014 2015 2014% % '000 '000 '000 '000

Less than 1 year - - - - - -1 to 2 years 4.28 8,500 (194)2 to 5 years 4.19 13,980 (618)5 years or more - - - - - -

- 22,480 - (812)

The interest rate swaps settle on a quarterly basis. The floating rate on the interest rate swaps is threemonths’ EURIBOR. The company will settle the difference between the fixed and floating interest rate ona net basis.

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Golden Vale Co-Operative Mart Limited and itssubsidiary undertakings

Consolidated Financial Statements 2015

1

CONTENTS

Page

STATEMENT OF THE COMMITTEE OF MANAGEMENT RESPONSIBILITIES 2

INDEPENDENT AUDITORS’ REPORT 3 - 4

CONSOLIDATED INCOME AND EXPENDITURE ACCOUNT 5

CONSOLIDATED BALANCE SHEET 6

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 7

CONSOLIDATED STATEMENT OF CASH FLOWS 8

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 9 - 26

27

Golden Vale Co-Operative Mart Limited and its subsidiary undertakings

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

24

25 Reconciliation of operating profit to operating cash flow 2015 2014'000 '000

Profit for the financial year 2,031 2,108Tax on profit on ordinary activities 175 460Net interest expense 505 723Income from participating interests (36) (53)Pension settlement/curtailment gain - (243)Operating profit 2,675 2,995

Depreciation of tangible fixed assets 116 126Amortisation of capital grants (9) (9)Revaluation of investment properties (1,287) (447)Loss/(gain) on disposal of tangible assets and investment properties 999 (151)Increase/(decrease) in client funds (309) 400

Working capital movements:- (Increase)/decrease in stock (2) 3- Decrease in debtors 74 95- Increase/(decrease) in creditors 212 (387)Cash flow from operating activities 2,469 2,625

26 Non-controlling interest

The non-controlling interest arises on third party shareholdings in the group companies, GVMAR GPLimited and GVM Berlin Limited.

27 Related party transactions

Certain members of the board of directors and shareholders traded with the Society in the ordinary courseof business during the year.

The Society invited its Committee of Management, shareholders and third parties to invest in investmentproperties abroad through its subsidiary companies. Certain members of the Committee of Managementand shareholders of the parent society availed of this opportunity and invested in equity shares in GVMARGP Limited and GVM Berlin Limited at arms length and on normal commercial terms available to thirdparties. There are no amounts owing to/from the group in respect of these transactions at year end.

During the year certain members of the Committee of Management and key management received adistribution from GVMAR GP Limited following the sale of the company’s investment property and theplacing of the company in to a members voluntary liquidation. The total distribution received was328,800.

Key management compensationKey management includes the Board of management members and members of senior management.Total remuneration, including pension contribution and employers PRSI in respect of senior employees (8)is 893,000 (2014: 797,000) and in respect of the Committee of Management is 69,000 (2014:63,000).

Amounts of 306,873 (2014: 281,213) and 626,957 (2014: 608,857) were due to the Society at thebalance sheet date from Biogreen Energy Products Limited and Kiwi SP Z.o.o. respectively.

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Golden Vale Co-Operative Mart Limited and itssubsidiary undertakings

Consolidated Financial Statements 2015

1

CONTENTS

Page

STATEMENT OF THE COMMITTEE OF MANAGEMENT RESPONSIBILITIES 2

INDEPENDENT AUDITORS’ REPORT 3 - 4

CONSOLIDATED INCOME AND EXPENDITURE ACCOUNT 5

CONSOLIDATED BALANCE SHEET 6

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 7

CONSOLIDATED STATEMENT OF CASH FLOWS 8

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 9 - 26

28

Golden Vale Co-Operative Mart Limited and its subsidiary undertakings

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

25

28 Capital commitments 2015 2014'000 '000

Authorised and contracted for - -Authorised and not contracted for - 150

- 150

29 Contingencies

The parent society and each of its fellow joint venture shareholders have provided a guarantee, up to theamount of 1,543,950 in favour of the bankers of its joint venture, Biogreen Energy Products Limited, inrespect of the obligations of this joint venture. The joint venture trading conditions have improved andmade a profit in the year ended 31 December 2015, however it is still dependent on the continuingsupport of its bankers.

30 Subsequent events

No material events have occurred since the balance sheet date which would affect the financialstatements of the company.

31 Explanation of transition to FRS 102

This is the first year that the Company has presented its financial statements under Financial ReportingStandard 102 (FRS 102) issued by the Financial Reporting Council. The following disclosures arerequired in the year of transition. The last financial statements under previous Irish GAAP were for theyear ended 31 December 2014 and the date of transition to FRS 102 was therefore 1 January 2014. As aconsequence of adopting FRS 102, there have been adjustments to equity reported under previous IrishGAAP at 31 December 2014 and1 January 2014 and there was an effect on profits previously reported forthe financial year ended 31 December 2014.

In respect of investment properties, the current accounting policy is as follows “The properties are re-valued annually in accordance with FRS 102 Section 16 and the surplus or deficit on revaluation istransferred to the capital reserve unless a deficit below original cost, or its reversal, is expected to bepermanent, in which case it is recognised in the Profit and Loss Account for the year. Investmentproperties are not depreciated. These properties are not held for consumption but for investment and theCommittee of Management consider that systematic annual depreciation would be inappropriate”. Thereare two transitional provisions included in FRS 102 in relation to investment property:

1. An old Irish GAAP revaluation carried out prior to the transition date may be used as “deemed cost” atthe date of transition or;

2. The property may be revalued to fair value at transition date and that fair value may be used as"deemed cost" going forward.

In the future investment properties whose fair value can be measured reliably without undue cost or effortshall be measured at fair value at each reporting date with changes in fair value recognised in profit orloss.

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Golden Vale Co-Operative Mart Limited and itssubsidiary undertakings

Consolidated Financial Statements 2015

1

CONTENTS

Page

STATEMENT OF THE COMMITTEE OF MANAGEMENT RESPONSIBILITIES 2

INDEPENDENT AUDITORS’ REPORT 3 - 4

CONSOLIDATED INCOME AND EXPENDITURE ACCOUNT 5

CONSOLIDATED BALANCE SHEET 6

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 7

CONSOLIDATED STATEMENT OF CASH FLOWS 8

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 9 - 26

Golden Vale Co-Operative Mart Limited and its subsidiary undertakings

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

26

31 Explanation of transition to FRS 102 - continued

1 January2014

Reconciliation of equity '000

Equity reported under previous Irish GAAP 17,761Adjustments to equity on transition to FRS 1021. Deferred tax on revaluation reserve (225)2. Financial liability fair value of interest rate swap (1,292)

16,244Of which attributable to non-controlling interests 279Equity reported under FRS 102 16,523

Notes to the reconciliation of equity at 1 January 2014

1. On transition to FRS 102, there is a deferred tax impact on Investment Property measured at fairvalue.

2. On transition to FRS 102, there is a financial liability to be recognised on the fair value of the interestrate swap agreement entered into by the entity.

3. On transition to FRS 102 certain fixed assets were reclassified as investment properties andmeasured at fair value. No changes to equity arose as a result of this reclassification.

4. On transition to FRS 102 certain lands previously classified as fixed assets measured at marketvalue, were reclassified to fixed assets measured at cost. The most recent market value assigned tothem at 31 December 2013 was taken as the deemed cost.

Reconciliation of profit or loss for 2014 '000

Profit for the financial year under previous Irish GAAP 1,3601. Revaluation surplus on subsidiary investment properties 9502. Revaluation deficit on joint venture investment property (503)3. Deferred tax on revaluation of investment properties (179)4. Fair value movement on interest rate swaps 481Profit for the financial year under FRS 102 2,108

Notes to the reconciliation of profit or loss for 20141. Adjustment in relation to revaluation surplus which under FRS 102 is recognised through the Profit

and Loss Account.2. Adjustment in relation to revaluation deficit which under FRS 102 is recognised through the Profit and

Loss Account.3. Adjustment in relation to the deferred tax on revaluation surplus on investment properties.4. Adjustment in relation to the fair value movement on interest rate swap agreements.

32 Approval of financial statements

The financial statements were approved by the Committee of Management on 28 April 2016.

29