Quarterly Report • Aug 13, 2012
Quarterly Report
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Q2 2012
Growth in difficult economic environment
Significantly higher earnings due to capital gains
Positive outlook for 2012
The euro zone is still marked by a distinct contrast between countries with excessive government debt and the ongoing satisfactory economic situation in Germany. Early indications now suggest that growth will slow down here too as the year progresses. In the United States, growth forecasts have been revised downwards in view of disappointing figures from the labor market. In Asia, growth rates are rather lower than their recent high levels.
In this difficult economic environment, the engineering and services group Bilfinger Berger showed a robust development in the first half of 2012: Output volume grew, orders received rose significantly and earnings from continuing operations increased substantially as a result of capital gains. Overall, we are seeing an increasingly nervous market environment.
| Key figures for the Group € million |
H1 | |||
|---|---|---|---|---|
| 2012 | 2011 | Δ in % | 1-12 / 2011 | |
| Output volume | 4,125 | 4,028 | +2 | 8,476 |
| Orders received | 4,173 | 3,818 | +9 | 7,776 |
| Order backlog | 7,553 | 8,221 | -8 | 7,833 |
| EBITA | 245 | 170 | +44 | 397 |
| Earnings after taxes from continuing operations | 161 | 91 | +77 | 222 |
| Earnings after taxes from discontinued operations | 0 | 174 | 174 | |
| Net profi t* | 161 | 264 | -39 | 394 |
| Earnings per share* (in €) thereof from continuing operations thereof from discontinued operations |
3.65 3.65 0 |
5.99 2.05 3.94 |
-39 +78 |
8.93 4.99 3.94 |
| Investments thereof in P, P & E thereof in fi nancial assets |
247 54 193 |
71 49 22 |
+248 +10 +777 |
345 127 218 |
| Number of employees | 65,525 | 58,585 | +12 | 59,210 |
* Includes continuing and discontinued operations
Following Bilfinger Berger's acquisition in April 2012 of Tebodin, an international engineering company active in the field of industrial services, further strategic steps have been successfully taken:
The acquisition of assembly and service specialist Westcon at the end of July enables us to further strengthen our industrial services business in the United States. Westcon's range of services includes piping systems and steel construction, as well as plant assembly, maintenance and repair. The company is profi ting from high levels of investment in the dynamic oil and gas sector and is also active for clients in the chemicals industry and in electricity generation.
With the acquisition of Envi Con at the beginning of August, we have substantially expanded our offering for the design of coal- and gas-fi red power plants – both for new construction and for ambitious modernization projects. The company can provide the entire engineering and project management services for complete power plants or can take over the design of specifi c sections such as steam generators, piping systems or electrical systems.
As previously announced, we have further reduced our involvement in the Nigerian business: At the end of June, a 60 percent interest in Julius Berger International GmbH (JBI) was sold to Julius Berger Nigeria PLC (JBN). JBN will take over an additional 30 percent of the shares at the end of 2012. Bilfi nger Berger had already reduced its shareholding in JBN by 10 percent to 39.9 percent in February 2012. Step by step, this remaining stake will also be further reduced.
Furthermore, we sold 16 public-private-partnership projects to the infrastructure fund that we launched on the London Stock Exchange in December 2011. In this connection, the last two projects of the tranche will be transferred to the Global Infrastructure Fund this year.
Output volume in the fi rst six months of 2012 increased by 2 percent to €4,125 million. Signifi cant increases in the services business were partially offset by the downsizing of the Construction business segment as planned following the conclusion of a major project. Orders received rose by 9 percent with growth in all business segments. The order backlog decreased by 8 percent to €7,553 million at the end of the second quarter due to the deconsolidation of Julius Berger International and the focusing of activities in the Construction business segment.
First-half EBITA increased significantly to €245 million (H1 2011: €170 million). It includes contributions to earnings of €18 million from the sale of 10 percent of the shares of Julius Berger Nigeria and of €27 million from the sale of 60 percent of the shares of Julius Berger International as well as the remeasurement of the shares still held. A further contribution to earnings of €47 million resulted from the sale of concession companies in the Concessions business segment. This led to a corresponding rise in other operating income. However, earnings were reduced by €13 million due to the write-off of our equity interest in the Ararat Prison concession project in Australia. After deducting amortization of intangible assets from acquisitions of €20 million (H1 2011: €17 million), EBIT in the amount of €225 million remains (H1 2011: €153 million). Gross profit thus increased to €523 million (H1 2011: €500 million); in relation to output volume, the gross margin is 12.7 percent (H1 2011: 12.4 percent). Selling and administrative expenses increased to €414 million (H1 2011: €378 million), equivalent to 10.0 percent of output volume (H1 2011: 9.4 percent).
The net interest result improved, primarily due to a lower interest expense, to minus €12 million (H1 2011: minus €17 million). Earnings after taxes from continuing operations amount to €161 million (H1 2011: €91 million). Adjusted for tax-free capital gains and the impairment of an investment with no effect on taxes, the underlying tax rate is 32 percent (H1 2011: 33 percent).
Net profit amounts to €161 million. Net profit in the first half of 2011 of €264 million also included earnings from discontinued operations of €174 million, primarily from the sale of Valemus Australia. Earnings per share in the first half of 2012 amount to €3.65 (H1 2011: €5.99), of which €3.65 is from continuing operations (H1 2011: €2.05).
The net cash outflow from operating activities of €273 million (H1 2011: net outflow of €162 million) was affected by the increase in working capital during the year; this is normal due to the seasonal nature of our business and was particularly pronounced in the first half of 2012. Working capital was still significantly negative but decreased to minus €508 million at the end of June (end of 2011: minus €939 million).
Investing activities resulted in a net cash outflow of €50 million. There had been a net cash inflow of €349 million in the prior-year period. Investments in financial assets resulted in a net cash outflow of €193 million (H1 2011: net outflow of €22 million). Of that total, acquisitions in the services business accounted for €188 million (H1 2011: €18 million) and the Concessions business segment accounted for €5 million (H1 2011: €4 million). Investments in property, plant and equipment totaled €54 million (H1 2011: €49 million), while disposals amounted to €6 million (H1 2011: €7 million). Disposals of financial assets resulted in a cash inflow of €266 million (H1 2011: €615 million). This primarily comprises proceeds from the sale of concession companies in the Concessions business segment (€200 million) and the reduction of our equity interest in the Nigeria business (€39 million). The amount in the prior-year period was primarily related to the sale of our business in Australia. Cash and cash equivalents of €75 million were disposed of along with the companies sold in the reporting period (H1 2011: €202 million).
The payment of the dividend amounted to €150 million (H1 2011: €110 million).
After taking account of net cash outflows of €5 million from discontinued operations (H1 2011: net outflow of €67 million) and €4 million from changes in foreign exchange rates (H1 2011: net outflow of €23 million), cash and cash equivalents amounted to €441 million at the end of June (end of June 2011: €825 million).
Financial debt – excluding project financing on a non-recourse basis, for which Bilfinger Berger is not liable – amounted to €199 million and net liquidity amounted to €242 million at the end of the second quarter.
The available liquidity and financing potential on the basis of a sound capital structure continue to offer considerable scope for investment in the expansion of our services activities.
Total assets decreased due to the sale of the concession companies to €6,143 million (end of 2011: €7,720 million). At the same time, equity increased by €228 million to €2,021 million. Earnings after taxes account for €161 million of this increase, while the payment of the dividend led to a decrease of €150 million. Other comprehensive income increased equity by €217 million. These included primarily the reduction of the negative hedging instruments reserve due to the sale of concession companies (€250 million). The equity ratio therefore increased to 33 percent (end of 2011: 23 percent).
Due to the acquisitions in the Industrial Services and Power Services business segments, the number of people employed by the Bilfinger Berger Group increased by approximately 7,000. The Bilfinger Berger Group employed 65,525 people at June 30, 2012 (June 30, 2011: 58,585). The number of people employed in Germany remained nearly constant at 22,994 (June 30, 2011: 22,924); the number of people employed abroad increased significantly due to the acquisitions to 42,531 (June 30, 2011: 35,661).
No significant changes have occurred with regard to opportunities and risks compared with the situation as described in Annual Report 2011. Provisions have been recognized for all discernible risks; in our assessment, no risks exist that would jeopardize the continuing existence of the Bilfinger Berger Group.
Our company has continued to develop according to plan since the interim balance sheet date. No events have occurred that are of particular significance for the Group's profitability, cash flows or financial position; our business and economic environment has not changed significantly.
Organic growth in the services business and the acquisitions made so far will largely compensate for the deconsolidation of the Nigerian business and the focusing of the Construction business segment. We therefore plan to achieve output volume of at least €8.4 billion in full-year 2012.
Due to the aforementioned capital gains, we anticipate a significant increase in EBITA to the magnitude of between €450 million and €470 million (2011: €397 million). Net profit in 2012 will be substantially higher than earnings from continuing operations in financial year 2011; we plan to achieve net profit of between €265 million and €275 million (2011: €220 million). We thereby assume that there will be no crisis-like developments in the economic environment over the course of the year.
| Overview of output volume and order situation € million |
Output volume | Orders received | Order backlog | ||||
|---|---|---|---|---|---|---|---|
| 1-6 / 2012 | Δ in % | 1-6 / 2012 | Δ in % | 1-6 / 2012 | Δ in % | FY 2011 | |
| Industrial Services | 1,736 | +13 | 1,835 | +9 | 2,736 | +3 | 3,294 |
| Power Services | 574 | +6 | 600 | +12 | 1,466 | +8 | 1,157 |
| Building and Facility Services | 1,129 | +3 | 1,167 | +8 | 1,934 | -12 | 2,256 |
| Construction | 693 | -18 | 584 | +14 | 1,414 | -28 | 1,751 |
| Consolidation, other | -7 | -13 | +3 | 18 | |||
| Continuing operations | 4,125 | +2 | 4,173 | +9 | 7,553 | -8 | 8,476 |
EBITA by business segment *
€ million
| 2012 | 2011 | Δ in % | FY 2011 | |
|---|---|---|---|---|
| Industrial Services | 92 | 80 | +15 | 169 |
| Power Services | 51 | 44 | +16 | 96 |
| Building and Facility Services | 41 | 35 | +17 | 94 |
| Construction | 12 | 12 | 0 | 37 |
| Concessions | 37 | 9 | +311 | 23 |
| Consolidation, other | 12 | -10 | -22 | |
| Continuing operations | 245 | 170 | +44 | 397 |
A change in the allocation of headquarters expenses at the beginning of the year 2012 led to an increase in the business segments' EBITA margins of 0.3 percentage points and to a corresponding charge on headquarters. This change has no impact on the Group's EBITA. The prior-year fi gures have not been adjusted; all forward-looking statements have been made on a comparable basis. *
H1
Renewed increases in output volume, orders received and earnings
Growth from maintenance business
Growth in output volume and earnings planned for the full year
The increase in the industrial services business can be attributed to the ongoing maintenance business. Above all at production facilities in Europe and the United States, there is a strong demand for efficiency enhancements by means of innovative maintenance, turnaround and outsourcing concepts. In connection with investments in new construction and plant expansion, our clients are still rather reticent in view of the uncertain economic situation. One exception is India, where there is strong investment in the development of production capacities in order to satisfy growing regional demand for the products of the chemical industry and the oil and gas sector.
Developments in the Scandinavian countries, which constitute a focus of our European industrial services business, are as dynamic as ever. In Norway, Statoil recently commissioned us to carry out insulation, scaffolding and anticorrosion work for the expansion of the refinery in Karstö; and we have received additional orders for anticorrosion and scaffolding work at the Hammerfest gas liquefaction plant. The agreements run for periods of two to four years and have a total volume of approximately €40 million. In Sweden, we have signed another service agreement with Akzo Nobel, covering the maintenance of chemical production plants in Stenungsund, to the north of Göteborg. The contract runs until 2015 and has a volume of more than €45 million.
The Industrial Services business segment once again increased its output volume and orders received. This was due to the acquisition of companies as well as organic growth. The order backlog also grew. EBITA increased to €92 million (H1 2011: €80 million).
We anticipate stable demand in the maintenance business during the rest of this year. However, the project business will continue to be influenced by ongoing uncertainty regarding economic developments.
Overall, we expect output volume to grow to the magnitude of €3.6 billion with a slight increase in the EBITA margin.
With the acquisition at the end of July 2012 of Westcon, an assembly and service specialist, we have expanded our industrial services business in the United States. The company is based in North Dakota and generates annual output volume of more than €150 million with 1,000 employees.
The services provided by Westcon include piping systems and steel construction, as well as plant assembly, maintenance and repair. The company is profiting from the high levels of investment in the
dynamic oil and gas sector, especially for the development of new deposits in the north and east of the USA. Westcon is also active for clients in the chemicals industry and in electricity generation.
One of our strategic goals is to further expand our business operations in the United States. Our activities there include the maintenance of industrial facilities for clients in the process and consumer-goods industry, as well as providing services for the oil and gas industry in the south of the country.
| Key fi gures for Industrial Services € million |
H1 | |||
|---|---|---|---|---|
| 2012 | 2011 | Δ in % | FY 2011 | |
| Output volume | 1,736 | 1,539 | +13 | 3,294 |
| Orders received | 1,835 | 1,676 | +9 | 3,224 |
| Order backlog | 2,736 | 2,646 | +3 | 2,476 |
| Capital expenditure on property, plant and equipment | 32 | 28 | +14 | 69 |
| EBITA | 92 | 80 | +15 | 169 |
Growth driven by international business
Further rise in earnings
Output volume and earnings will again increase in 2012
In Germany, power supply companies are currently rather unwilling to invest in conventional power plants. The focus of our domestic activities is on the services business and the modernization of older plants. In the medium term, it will be essential to supplement the stock of existing power plants with new ones in order to secure the country's electricity supply. We recently received an order for the design, assembly and commissioning of three boilers for the planned gas and steam power plant in Berlin-Lichterfelde.
Demand for our services continues to be strong in our international markets. We offer our clients a broad spectrum of innovative solutions for the generation of electricity from coal, gas and renewable fuels, or with the use of nuclear power.
The Power Services business segment further increased its output volume, orders received and order backlog. EBITA grew to €51 million (H1 2011: €44 million), along with a renewed increase in the EBITA margin.
On the basis of good international demand, we anticipate growth in output volume to €1.25 billion and a further increase in the EBITA margin.
Through the acquisition of Envi Con, we have substantially expanded our range of services in plant design and project management for the new construction of power plants as well as ambitious modernization projects. Envi Con's specialists can either provide engineering services for complete power plants or take over the design of specific sections such as steam generators, piping systems and electrical systems. The company generates annual output volume of approximately €35 million with 230 employees. With the acquisition of Envi Con, Bilfinger Berger is strengthening its position as an internationally leading engineering and services group.
| Key fi gures for Power Services € million |
H1 | |||
|---|---|---|---|---|
| 2012 | 2011 | Δ in % | FY 2011 | |
| Output volume | 574 | 541 | +6 | 1,157 |
| Orders received | 600 | 534 | +12 | 1,221 |
| Order backlog | 1,466 | 1,355 | +8 | 1,437 |
| Capital expenditure on property, plant and equipment | 6 | 4 | +50 | 14 |
| EBITA | 51 | 44 | +16 | 96 |
Growth in output volume, orders received and earnings
Trend towards energy effi ciency and sustainability
Increased earnings planned for 2012
We are currently faced with stable demand in the Facility Services business, whereby a clear trend towards issues such as energy efficiency and sustainability is apparent. Strong advisory expertise and extensive experience with the implementation of energy optimization for buildings are essential for long-term market success. Another important factor is the increasing number of invitations to tender for the complete management of large real-estate portfolios, often involving properties in several countries. For this reason, we will continue to pursue a strategy of offering our clients services in additional regions of Europe.
Renowned clients place value on long-term cooperation with Bilfinger Berger also in the area of building construction. For example, we were recently awarded a new contract for the extension of the ThyssenKrupp district in Essen. We have already completed the
structural work for the company's new headquarters, and will construct three additional office buildings on the 40-hectare site by the end of April 2014. The order has a volume of more than €50 million.
With the reduction of our business in Nigeria, we are pursuing the strategy we announced last year of reducing our involvement in that country to the level of a financial investment. We are thus also following recent initiatives of the Nigerian government aimed at increasing local content in the national economy. In a first step at the end of June, 60 percent of the shares in Julius Berger International GmbH (JBI) were sold to Julius Berger Nigeria PLC (JBN). JBN will acquire a further 30 percent of the shares at the end of 2012. Bilfinger Berger already reduced its equity interest in JBN by 10 percent to 39.9 percent in February 2012. Our remaining shareholding in that company will also be gradually reduced.
In the Building and Facility Services business segment, output volume and orders received increased, while the order backlog decreased due to the sale of a majority interest in the Nigeria business. EBITA rose to €41 million (H1 2011: €35 million).
Due to the deconsolidation of activities in Nigeria as of June 30, 2012, we assume that the output volume of the Building and Facility Services segment will decrease to €2.15 billion in full-year 2012. However, in an intensely competitive environment, we nonetheless plan to achieve higher earnings than in the prior year.
For the fourth time in succession, the major IT company IBM has extended its contract with Bilfinger Berger for the complete facility management of more than 200 properties in 15 countries of Central and Eastern Europe and the Middle East. The new contract is valid for a period of four years. This agreement follows the general trend in the industry of outsourcing the management of complete realestate portfolios to a single strong provider.
Furthermore, IBM and Bilfinger Berger have been cooperating for some time on the enhancement of buildings' efficiency. Bilfinger Berger is responsible for energy management at IBM and advises the company on sustainable energy supply, environmental protection and the new construction of modern data centers. With the 'Smarter Buildings' program, IBM and Bilfinger Berger are also developing joint solutions for the intelligent, energy-optimized buildings of the future.
| Key fi gures for Building and Facility Services € million |
H1 | |||
|---|---|---|---|---|
| 2012 | 2011 | Δ in % | FY 2011 | |
| Output volume | 1,129 | 1,092 | +3 | 2,256 |
| Orders received | 1,167 | 1,079 | +8 | 2,363 |
| Order backlog | 1,934 | 2,190 | -12 | 2,369 |
| Capital expenditure on property, plant and equipment | 5 | 6 | -17 | 16 |
| EBITA | 41 | 35 | +17 | 94 |
Reduction of order backlog as planned
Focus on European markets
Further increase in earnings margin expected for the full year
We focus our activities on attractive markets in selected countries of Europe where our expertise is in demand and where reasonable profit margins are possible. Sweden and Norway in Scandinavia are good examples. In the German market, demand will at best stabilize; in Poland, the end of boom in the development of road and rail networks is in sight. We are therefore concentrating on individual projects in which we can apply our particular technological competence to gain a competitive advantage.
Germany is about to commence on the long-term reorganization of its infrastructure for energy supply, distribution and storage. Other countries of the European Union will also have to increase their investment in the energy sector if their climate-protection targets are to be met. New offshore wind parks or pumped storage hydropower plants present good prospects for our civil-engineering business.
The output volume of the Construction business segment decreased as planned and the order backlog was further reduced. Two major contracts received in the first quarter for the development of the transport infrastructure in Berlin led to an increase in orders received in the first half of the year. EBITA amounted to €12 million, as in the first half of 2011.
Following the conclusion of the Barwa City major project, output volume will decrease in full-year 2012 to €1.4 billion, thus reaching the magnitude that has been planned for some time. The improved risk structure and the increasing focus on more profitable areas will allow a further increase in the EBITA margin.
After a five-year construction period, we have completed the new district of Barwa City in Doha, Qatar. This was one of the biggest construction projects in the history of our company, and comprised the turnkey construction of 6,000 homes in 130 apartment buildings, including the entire infrastructure in an area that was previously part of the desert. At peak periods, approximately 9,000 people were working on the construction site.
| H1 | |||
|---|---|---|---|
| 2012 | 2011 | Δ in % | FY 2011 |
| 693 | 845 | -18 | 1,751 |
| 584 | 512 | +14 | 971 |
| 1,414 | 1,958 | -28 | 1,506 |
| 10 | 10 | 0 | 26 |
| 12 | 12 | 0 | 37 |
Net present value of portfolio well-above paid-in capital
Project opportunities in Canada and Australia
Signifi cant increase in earnings due to capital gains
The project portfolio of the Concessions business segment reflects the sale of 16 projects during the first quarter to the infrastructure fund we launched on the London Stock Exchange in December 2011. With the Ararat Prison project, considerable delays and additional building costs led to the insolvency of one of the contracted construction companies and to the stoppage of work. As a result, the project company was forced to file for insolvency. The write-off of our equity interest caused an impairment charge of €13 million in the second quarter.
As of June 30, 2012, our concessions portfolio comprises 14 projects with committed equity of €254 million and paid-in equity of €141 million. Due to the gains realized on the sale of projects to the infrastructure fund, EBITA increased to €37 million despite the impairment charge (H1 2011: €9 million). The net present value of the portfolio was €219 million (end of 2011: €368 million), which is significantly higher than the amount of paid-in equity.
We concentrate our activities in the Concessions business segment on selected markets where public-private partnerships are established as a procurement model for the public sector. The best examples are Canada and Australia, where we are pursuing a number of interesting projects in various bidding stages. In our European core markets, demand for public-private partnerships in the U.K. is currently stable; in Germany it is rather disappointing. Nonetheless, we see good opportunities to succeed with selected new projects in the medium term.
The sale of 18 projects to the infrastructure fund will lead to a capital gain of approximately €50 million in 2012. Despite the reduction in operating profits from projects following the sale and the write-off of the Australian project company, EBITA will increase significantly compared with the prior year.
| Key fi gures for Concessions Number / € million |
H1 | ||
|---|---|---|---|
| 2012 | 2011 | FY 2011 | |
| Projects in portfolio | 14 | 30 | 30 |
| thereof under construction | 6 | 10 | 8 |
| Committed equity | 254 | 362 | 383 |
| thereof paid-in | 141 | 205 | 225 |
| Net present value | 219 | 306 | 368 |
| EBITA | 37 | 9 | 23 |
| Consolidated income statement | January 1 - June 30 | April 1 - June 30 | ||
|---|---|---|---|---|
| € million | 2012 | 2011 | 2012 | 2011 |
| Output volume from continuing operations (for information only) | 4,125 | 4,028 | 2,178 | 2,199 |
| Revenue | 4,050 | 3,867 | 2,149 | 2,081 |
| Cost of sales | -3,527 | -3,367 | -1,869 | -1,807 |
| Gross profit | 523 | 500 | 280 | 274 |
| Selling and administrative expenses | -414 | -378 | -214 | -193 |
| Other operating income and expense | 103 | 19 | 25 | 6 |
| Income from investments accounted for using the equity method | 13 | 12 | 10 | 7 |
| Earnings before interest and taxes (EBIT) | 225 | 153 | 101 | 94 |
| Net interest result | -12 | -17 | -7 | -8 |
| Earnings before taxes | 213 | 136 | 94 | 86 |
| Income tax expense | -52 | -45 | -34 | -28 |
| Earnings after taxes from continuing operations | 161 | 91 | 60 | 58 |
| Earnings after taxes from discontinued operations | 0 | 174 | 0 | 0 |
| Earnings after taxes | 161 | 265 | 60 | 58 |
| thereof minority interest | 0 | 1 | -1 | 1 |
| Net profit | 161 | 264 | 61 | 57 |
| Average number of shares (in thousands) | 44,140 | 44,140 | 44,140 | 44,140 |
| Earnings per share (in €) 1 | 3.65 | 5.99 | 1.37 | 1.29 |
| thereof from continuing operations thereof from discontinued operations |
3.65 0.00 |
2.05 3.94 |
1.37 0.00 |
1.29 0.00 |
Basic earnings per share are equal to diluted earnings per share. 1
| Consolidated statement of comprehensive income | January 1 - June 30 | April 1 - June 30 | |||
|---|---|---|---|---|---|
| € million | 2012 | 2011 | 2012 | 2011 | |
| Earnings after taxes | 161 | 265 | 60 | 58 | |
| Gains / losses on fair-value measurement of securities | |||||
| Unrealized gains / losses | 2 | 0 | 1 | 0 | |
| Income taxes on unrealized gains / losses | 0 | 0 | 0 | 0 | |
| 2 | 0 | 1 | 0 | ||
| Gains / losses on hedging instruments | |||||
| Unrealized gains / losses | -2 | -8 | -16 | -48 | |
| Reclassifications to the income statement | 333 | 3 | 2 | 10 | |
| Income taxes on unrealized gains / losses | -86 | 1 | 3 | 10 | |
| 245 | -4 | -11 | -28 | ||
| Currency translation differences | |||||
| Unrealized gains / losses | 14 | -44 | 4 | 1 | |
| Reclassifications to the income statement | -15 | -58 | 0 | 0 | |
| -1 | -102 | 4 | 1 | ||
| Actuarial gains / losses from pension plans | |||||
| Unrealized gains / losses | -39 | 2 | -40 | 2 | |
| Income taxes on unrealized gains / losses | 11 | -2 | 11 | -2 | |
| -28 | 0 | -29 | 0 | ||
| Gains / losses on investments accounted for using the equity method | |||||
| Unrealized gains / losses | -21 | -3 | -24 | -12 | |
| Reclassifications to the income statement | 20 | 0 | 12 | 0 | |
| -1 | -3 | -12 | -12 | ||
| Other comprehensive income after taxes | 217 | -109 | -47 | -39 | |
| Total comprehensive income after taxes | 378 | 156 | 13 | 19 | |
| attributable to shareholders of Bilfinger Berger SE | 378 | 156 | 15 | 18 | |
| attributable to minority interest | 0 | 0 | -2 | 1 |
€ million
| € million | June 30, 2012 |
Dec. 31, 2011 |
|
|---|---|---|---|
| Assets | Non-current assets | ||
| Intangible assets | 1,709 | 1,561 | |
| Property, plant and equipment | 665 | 647 | |
| Investments accounted for using the equity method | 95 | 68 | |
| Receivables from concession projects | 454 | 377 | |
| Other financial assets | 224 | 273 | |
| Deferred tax assets | 181 | 164 | |
| 3,328 | 3,090 | ||
| Current assets | |||
| Inventories | 174 | 199 | |
| Receivables and other financial assets | 1,999 | 1,742 | |
| Current tax assets | 31 | 31 | |
| Other assets | 94 | 50 | |
| Cash and cash equivalents | 441 | 847 | |
| Assets classified as held for sale | 76 | 1,761 | |
| 2,815 | 4,630 | ||
| Total | 6,143 | 7,720 | |
| Equity and liabilities | Equity | ||
| Equity attributable to shareholders of Bilfinger Berger SE Minority interest |
2,014 | 1,788 | |
| 7 | 5 | ||
| 2,021 | 1,793 | ||
| Non-current liabilities | |||
| Retirement benefit obligation | 367 | 325 | |
| Provisions | 54 | 60 | |
| Financial debt, recourse | 186 | 181 | |
| Financial debt, non-recourse | 400 | 339 | |
| Other financial liabilities | 127 | 128 | |
| Deferred tax liabilities | 142 | 126 | |
| 1,276 | 1,159 | ||
| Current liabilities | |||
| Current tax liabilities | 91 | 88 | |
| Provisions | 696 | 755 | |
| Financial debt, recourse | 13 | 5 | |
| Financial debt, non-recourse | 5 | 9 | |
| Other financial liabilities | 1,677 | 1,829 | |
| Other liabilities | 342 | 287 | |
| Liabilities classified as held for sale | 22 | 1,795 | |
| 2,846 | 4,768 | ||
| Total | 6,143 | 7,720 |
€ million
| Other reserves | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Share capital |
Capital reserve |
Retained and distributable earnings |
Fair value measurement of securities reserve |
Hedging instruments reserve |
Currency translation reserve |
Treasury shares |
Total | |||
| Balance at January 1, 2011 | 138 | 759 | 1,062 | 0 | -172 | 116 | -100 | 1,803 | 9 | 1,812 |
| Total comprehensive income | 0 | 0 | 265 | 0 | -7 | -102 | 0 | 156 | 0 | 156 |
| Dividends paid out | 0 | 0 | -110 | 0 | 0 | 0 | 0 | -110 | -2 | -112 |
| Changes in ownership interest without change in control |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Other changes | 0 | 0 | -2 | 0 | 0 | 0 | 0 | -2 | 0 | -2 |
| Balance at June 30, 2011 | 138 | 759 | 1,215 | 0 | -179 | 14 | -100 | 1,847 | 7 | 1,854 |
| Balance at January 1, 2012 | 138 | 759 | 1,338 | 2 | -383 | 34 | -100 | 1,788 | 5 | 1,793 |
| Total comprehensive income | 0 | 0 | 133 | 2 | 244 | -1 | 0 | 378 | 0 | 378 |
| Dividends paid out | 0 | 0 | -150 | 0 | 0 | 0 | 0 | -150 | 0 | -150 |
| Changes in ownership interest without change in control |
0 | 0 | -2 | 0 | 0 | 0 | 0 | -2 | 0 | -2 |
| Other changes | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 2 | 2 |
| Balance at June 30, 2012 | 138 | 759 | 1,319 | 4 | -139 | 33 | -100 | 2,014 | 7 | 2,021 |
| Consolidated statement of cash flows | January 1 - June 30 | |
|---|---|---|
| € million | 2012 | 2011 |
| Cash earnings from continuing operations | 256 | 171 |
| Change in working capital | -434 | -325 |
| Gains on disposals of non-current assets | -95 | -8 |
| Cash fl ow from operating activities of continuing operations | -273 | -162 |
| Cash fl ow from investing activities of continuing operations | -50 | 349 |
| Proceeds from the disposal of property, plant and equipment | 6 | 7 |
| Proceeds from the disposal of financial assets | 266 | 615 |
| Disposal of cash and cash equivalents from the sale of concession projects (previous year: Valemus) | -75 | -202 |
| Investments in property, plant and equipment | -54 | -49 |
| Investments in financial assets | -193 | -22 |
| Cash fl ow from fi nancing activities of continuing operations | -148 | -115 |
| Thereof dividend paid to the shareholders of Bilfinger Berger SE | -150 | -110 |
| Thereof dividend paid to non-controlling interests | 0 | -2 |
| thereof repayment of debt / borrowing | 2 | -3 |
| Change in cash and cash equivalents from continuing operations | -471 | 72 |
| Cash flow from operating activities of discontinued operations | -5 | -59 |
| Cash flow from investing activities of discontinued operations | 0 | -3 |
| Cash flow from financing activities of discontinued operations | 0 | -5 |
| Change in cash and cash equivalents from discontinued operations | -5 | -67 |
| Change in value of cash and cash equivalents due to changes in foreign exchange rates | 4 | -23 |
| Cash and cash equivalents at January 1 | 847 | 537 |
| Cash and cash equivalents of discontinued operations at January 1, 2011 (+) | - | 306 |
| Cash and cash equivalents classified as assets held for sale (Concessions) at January 1, 2012 (+) | 68 | - |
| Cash and cash equivalents classified as assets held for sale (Concessions) at June 30, 2012 (-) | 2 | - |
| Cash and cash equivalents at June 30 | 441 | 825 |
Segment reporting corresponds to our internal reporting by business segment.
At the beginning of the financial year, the key performance indicator for the operating profit of the business units and of the Group – and thus the metric for earnings in our segment reporting – was changed from 'earnings before interest and taxes' (EBIT) to 'earnings before interest, taxes and amortization of intangible assets from acquisitions' (EBITA). This allows better comparability of the results of existing business operations and new acquisitions. The prior-year figures have been adjusted to the new reporting format.
EBIT will continue to be reported. The reconciliation of EBIT to earnings before taxes from continuing operations is derived from the consolidated income statement.
| Segment reporting H1 € million |
Output volume | External revenues | Internal revenues | EBITA | Amortization of intangible assets from acquisitions |
EBIT | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2012 | 2011 | 2012 | 2011 | 2012 | 2011 | 2012 | 2011 | 2012 | 2011 | 2012 | 2011 | ||
| Industrial Services | 1,736 | 1,539 | 1,720 | 1,530 | 21 | 13 | 92 | 80 | -13 | -9 | 79 | 71 | |
| Power Services | 574 | 541 | 571 | 538 | 2 | 1 | 51 | 44 | -1 | -1 | 50 | 43 | |
| Building and Facility Services | 1,129 | 1,092 | 1,054 | 1,020 | 13 | 9 | 41 | 35 | -6 | -6 | 35 | 29 | |
| Construction | 693 | 845 | 573 | 685 | 6 | 6 | 12 | 12 | 0 | -1 | 12 | 11 | |
| Concessions | 28 | 35 | 85 | 89 | 0 | 0 | 37 | 9 | 0 | 0 | 37 | 9 | |
| Consolidation, other | -35 | -24 | 47 | 5 | -42 | -29 | 12 | -10 | 0 | 0 | 12 | -10 | |
| Continuing operations | 4,125 | 4,028 | 4,050 | 3,867 | 0 | 0 | 245 | 170 | -20 | -17 | 225 | 153 |
The interim consolidated financial statements as of June 30, 2012 have been prepared in accordance with the guidelines of the International Accounting Standards Board (IASB), London, as were the consolidated financial statements for the year 2011, and comply with the requirements of IAS 34. They do not provide all of the information and disclosures included in complete consolidated financial statements and are therefore to be read in conjunction with the consolidated financial statements as of December 31, 2011. The significant accounting policies explained in the notes to the consolidated financial statements for the year 2011 have been applied unchanged.
In the first quarter of 2012, we acquired the Indian company Neo Structo, Surat, for a price of €46 million. The company has 1,600 employees and annual output volume of €60 million. Effective April 1, 2012, we acquired the Dutch company Tebodin B.V., The Hague, for a price of €147 million. This consulting and engineering company generates annual output volume of €245 million with a workforce of 3,200 persons. The newly acquired companies affected the Group's assets and liabilities at the time of acquisition as follows:
| Total purchase price | 193 |
|---|---|
| Total liabilities | 102 |
| Other liabilities | 73 |
| Financial debt | 15 |
| Provisions | 5 |
| Retirement benefit obligation | 9 |
| Total assets | 295 |
| Cash and cash equivalents | 14 |
| Current assets (excluding cash and cash equivalents) | 91 |
| Non-current assets | 30 |
| Intangible assets from acquisitions | 28 |
| Goodwill | 132 |
| € million |
Effects at the time of sale
In the first quarter of 2012, 16 concession projects were sold to Bilfinger Berger Global Infrastructure Fund, a listed company. The projects sold comprise availability-based road projects and social infrastructure projects in continental Europe, the United Kingdom, Canada and Australia. Nine of the project companies were fully consolidated and seven were accounted for using the equity method. In the case of one fully-consolidated project, only 50 percent of the shares were sold. The remaining equity interest is accounted for using the equity method, with initial measurement at fair value.
The overall effects of the sale were as follows:
| € million | |
|---|---|
| Receivables from concession projects | -1,472 |
| Other non-current assets | -144 |
| Current assets | -14 |
| Cash and cash equivalents | -75 |
| Total assets | -1,705 |
| Financial debt, non-recourse | -1,383 |
| Other liabilities | -378 |
| Total liabilities | -1,761 |
| Disposal of net assets | 56 |
| Derecognition of minority interest | -1 |
| Reclassifi cation of other comprehensive income into the income statement | -236 |
| Recognition of remaining equity interest at fair value | 19 |
| Recognition of loans to companies accounted for using the equity method | 14 |
| Other changes | -204 |
| Sale price | 200 |
| Gain on the remeasurement of remaining equity interest | 5 |
| Capital gain | 47 |
In connection with the reduction of investments in the Nigerian business, 60 percent of the shares in Julius Berger International GmbH (JBI), Wiesbaden, were sold to Julius Berger Nigeria PLC (JBN), Abuja, Nigeria, at the end of June, 2012. As contractually stipulated, a further 30 percent of the shares in JBI will be acquired by JBN at the end of the year. These shares are classified as 'assets held for sale.' The remaining 10 percent of the shares will be presented under non-current 'other financial assets.' This resulted in a capital gain of €15 million. In addition, a gain was realized on the measurement of the remaining shares with a fair value of €12 million. The sale had no material effects on the Group's assets and liabilities.
Discontinued operations included Valemus Australia, which was sold in financial year 2011, as well as the construction activities in the North American market, which were abandoned in the same year.
Earnings from discontinued operations are comprised as follows:
| € million | January 1 - June 30 | ||
|---|---|---|---|
| 2012 | 2011 | ||
| Output volume (for information only) | 0 | 518 | |
| Revenue | 0 | 425 | |
| Expenses / income | 0 | -408 | |
| EBIT | 0 | 17 | |
| Net interest result | 0 | 2 | |
| Earnings before taxes | 0 | 19 | |
| Income tax expense | 0 | -6 | |
| Earnings after taxes | 0 | 13 | |
| Gain on the sale of Valemus Australia | 0 | 161 | |
| Earnings after taxes from discontinued operations | 0 | 174 | |
Earnings after taxes from discontinued operations in the previous year were fully attributable to the shareholders of Bilfinger Berger SE. In Australia, an ongoing legal dispute was concluded after a settlement was reached. In another longstanding legal dispute in the United States, we lost the case after an appeal. The risk provision was adjusted accordingly.
Revenue does not include our proportion of output volume generated by joint ventures and consortiums. In order to present the Group's entire output volume in the interest of more complete information, we therefore also disclose our output volume in the consolidated income statement. It amounts to €4,125 million in the first half of this year (H1 2011: €4,028 million).
Amortization of €20 million was carried out on intangible assets from acquisitions (H1 2011: €17 million) and is included in cost of sales. Depreciation of property, plant and equipment and amortization of other intangible assets amount to €57 million (H1 2011: €63 million).
| € million | January 1 - June 30 | April 1 - June 30 | ||
|---|---|---|---|---|
| 2012 | 2011 | 2012 | 2011 | |
| Interest income | 8 | 10 | 3 | 6 |
| Current interest expense | -10 | -14 | -5 | -7 |
| Interest expense from additions to retirement benefi t obligation | -7 | -8 | -3 | -4 |
| Interest expense | -17 | -22 | -8 | -11 |
| Income / expense on securities | 0 | 0 | -1 | 0 |
| Interest expense for minority interest | -3 | -5 | -1 | -3 |
| Other fi nancial expense | -3 | -5 | -2 | -3 |
| Total | -12 | -17 | -7 | -8 |
| € million | ||
|---|---|---|
| June 30, | Dec. 31, | |
| 2012 | 2011 | |
| Goodwill | 1,574 | 1,434 |
| Intangible assets from acquisitions | 114 | 106 |
| Other intangible assets | 21 | 21 |
| Total | 1,709 | 1,561 |
| € million | ||
|---|---|---|
| June 30, 2012 |
Dec. 31, 2011 |
|
| Cash and cash equivalents | 441 | 847 |
| Financial debt, recourse – non-current | 186 | 181 |
| Financial debt, recourse – current | 13 | 5 |
| Financial debt, recourse | 199 | 186 |
| Net liquidity | 242 | 661 |
As of December 31, 2011, 18 projects in the Concessions business segment were reported as a disposal group; 16 of those projects were sold to the Bilfinger Berger Global Infrastructure Fund in the first quarter of 2012.
The concession companies still reported as a disposal group as of June 30, 2012 include the British M80 highway project accounted for using the equity method and the fully consolidated German building construction project, District Administration Center, Unna.
In addition, 30 percent of the shares in the associate Julius Berger International GmbH (JBI) are reported as assets held for sale. As contractually stipulated, those shares will be sold at the end of 2012.
The assets and liabilities of the disposal group classified as held for sale are comprised as follows:
| in Mio. € | ||
|---|---|---|
| June 30, 2012 |
Dec. 31, 2011 |
|
| Receivables from concession projects | 23 | 1,505 |
| Other non-current assets | 50 | 176 |
| Current assets | 1 | 12 |
| Cash and cash equivalents | 2 | 68 |
| Assets classifi ed as held for sale | 76 | 1,761 |
| Financial debt, non-recourse | 20 | 1,415 |
| Other liabilities | 2 | 380 |
| Liabilities classified as held for sale | 22 | 1,795 |
Of the other non-current assets at June 30, 2012, €20 million is accounted for by the shares in JBI.
The disposal group's cumulative expense recognized in other comprehensive income after taxes amounts to €2 million as of June 30, 2012 (December 31, 2011: €241 million).
The classification of equity and changes in equity are presented in the interim consolidated financial statements in the table 'consolidated statement of changes in equity.'
Equity increased by €228 million in the reporting period. Earnings after taxes contributed €161 million of the increase, while transactions recognized in other comprehensive income increased equity by a further €217 million. The payment of the dividend for the year 2011 reduced shareholders' equity by €150 million.
Transactions recognized in other comprehensive income of €244 million primarily comprise the reduction in the negative hedging instruments reserve, which resulted in an amount of €250 million from the sale of 16 concession companies. The hedging instruments relate primarily to interest-rate derivatives used in the concessions business for the long-term financing of project companies. The non-recourse character of this project financing calls for long-term, predictable interest cash flows and thus requires long-term, static hedging against the risk of interest-rate fluctuations. Changes in market values occurring in this context must be reflected in the balance sheet, but they have no impact on the development of the Group due to the closed project structure. The adjustment of the discount rate used to calculate the retirement benefit obligation led to actuarial losses of €28 million after consideration of deferred taxes, and thus to a corresponding reduction in equity.
Bilfinger Berger has held 1,884,000 treasury shares since April 2008. They account for €5,652,000 or 4.1 percent of the share capital at June 30, 2012. No cancellation of the treasury shares is planned.
The increase in the retirement benefit obligation of €42 million to €367 million primarily reflects the adjustment of the discount rate as of June 30, 2012 (euro countries: 5.0 percent to 4.0 percent) due to generally lower interest rates. The resulting actuarial losses are recognized in other comprehensive income.
Most of the transactions between fully consolidated companies of the Group and related companies or persons involve associates and joint ventures.
Contingent liabilities of €94 million (December 31, 2011: €150 million) relate to guarantees, primarily provided for subsidiaries that have meanwhile been sold. Bilfinger Berger is indemnified by the respective purchasers against any risks arising from those guarantees. In addition, we are jointly and severally liable as partners in companies constituted under the German Civil Code and in connection with consortiums and joint ventures.
To the best of our knowledge, and in accordance with the applicable reporting principles for interim financial reporting, the interim consolidated financial statements give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group, and the interim management report of the Group includes a fair review of the development and performance of the business and position of the Group, together with a description of the principal opportunities and risks associated with the expected development of the Group in the remaining months of the financial year.
Mannheim, August 7, 2012
Bilfinger Berger SE The Executive Board
Roland Koch
Klaus Raps
Joachim Enenkel Joachim Müller
Thomas Töpfer
We have reviewed the interim condensed consolidated financial statements, comprising the income statement, the statement of comprehensive income, the balance sheet, the statement of changes in equity, the statement of cash flows and selected explanatory notes, and the interim group management report of Bilfinger Berger SE, Mannheim, for the period from January 1 to June 30, 2012, which are part of the six-monthly financial report pursuant to Sec. 37w WpHG ['Wertpapierhandelsgesetz': German Securities Trading Act]. The preparation of the interim condensed consolidated financial statements in accordance with IFRSs [International Financial Reporting Standards] on interim financial reporting as adopted by the EU and of the group management report in accordance with the requirements of the WpHG applicable to interim group management reports is the responsibility of the Company's management. Our responsibility is to issue a report on the interim condensed consolidated financial statements and the interim group management report based on our review.
We conducted our review of the interim condensed consolidated financial statements and the interim group management report in accordance with German generally accepted standards for the review of financial statements promulgated by the Institut der Wirtschaftsprüfer [Institute of Public Auditors in Germany] (IDW). Those standards require that we plan and perform the review to obtain a certain level of assurance in our critical appraisal to preclude that the interim condensed consolidated financial statements are not prepared, in all material respects, in accordance with IFRSs on interim financial reporting as adopted by the EU and that the interim group management report is not prepared, in all material respects, in accordance with the applicable provisions of the WpHG applicable to interim group management reports. A review is limited primarily to making inquiries of company personnel and applying analytical procedures and thus does not provide the assurance that we would obtain from an audit of financial statements. In accordance with our engagement, we have not performed an audit and, accordingly, we do not express an audit opinion.
Based on our review, nothing has come to our attention that causes us to believe that the interim condensed consolidated financial statements are not prepared, in all material respects, in accordance with IFRSs on interim financial reporting as adopted by the EU or that the interim group management report is not prepared, in all material respects, in accordance with the provisions of the WpHG applicable to interim group management reports.
Mannheim, August 7, 2012
Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft
Prof. Dr. Peter Wollmert Wirtschaftsprüfer [German Public Auditor]
Karen Somes Wirtschaftsprüferin [German Public Auditor]
| Key figures on our shares € per share |
January 1 - June 30 | |
|---|---|---|
| Highest price | 77.40 | |
| Lowest price | 58.82 | |
| Closing price 1 | 64.20 | |
| Book value 2 | 45.67 | |
| Market value/book value 1, 2 | 1.4 | |
| Market capitalization 1, 3 | in € million | 2,955 |
| MDAX weighting 1 | 3.0 % | |
| Number of shares 1, 3 | 46,024,127 | |
| Average XETRA daily volume | no. of shares | 186,334 |
All price details refer to XETRA trading
Based on June 30, 2012
Balance sheet shareholder's equity excluding minority interest
Including treasury shares 3
| ISIN / stock exchange symbol | DE0005909006 / GBF |
|---|---|
| WKN | 590 900 |
| Stock exchange symbol | GBF |
| Main listing | XETRA / Frankfurt |
| Deutsche Börse segment / Share indices |
Prime Standard MDAX, Industrial Products & Services Idx., DivMSDAX, DJ STOXX 600, DJ EURO STOXX, DJ EURO STOXX Select Dividend 30 |
November 14, 2012 Interim Report Q3 2012
February 11, 2013 Preliminary report on the 2012 financial year March 13, 2013 Press Conference on financial statements April 18, 2013 Annual General Meeting* May 14, 2013 Interim Report Q1 2013 August 12, 2013 Interim Report Q2 2013 November 12, 2013 Interim Report Q3 2013
* Congress Centrum Rosengarten Mannheim, 10 a.m.
All statements made in this report that relate to the future have been made in good faith and based on the best knowledge available. However, as those statements also depend on factors beyond our control, actual developments may differ from our forecasts.
© August 2012 Bilfinger Berger SE
Andreas Müller Phone +49-6 21-4 59-23 12 Fax +49-6 21-4 59-27 61 E-mail: [email protected]
Martin Büllesbach Phone +49-6 21-4 59-24 75 Fax +49-6 21-4 59-25 00 E-mail: [email protected]
Carl-Reiß-Platz 1-5 68165 Mannheim, Germany Phone +49-6 21-4 59-0 Fax +49-6 21-4 59-23 66
You will find the addresses of our branches and affiliates in Germany and abroad in the Internet at www.bilfinger.com
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