Earnings Release • Feb 27, 2015
Earnings Release
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February 27, 2015
Regulated information 14 November 2007
Ackermans & van Haaren ended the 2014 financial year with a consolidated net profit of 215.1 million euros, or a 30.6 million euro increase (+16.6%) on the previous year (184.5 million euros, excluding remeasurement). This profit increase illustrates the strength of the results of the subsidiaries.
The board of directors will propose to the next General Meeting to increase the dividend to 1.82 euros per share.
Breakdown of the consolidated net result (part of the group) - IFRS
| (€ mio) | 2014 | 2013 |
|---|---|---|
| Marine Engineering & Infrastructure | 106.2 | 59.7 |
| Private Banking | 91.4 | 84.5 |
| Real Estate, Leisure & Senior Care | 14.7 | 15.8 |
| Energy & Resources | 19.5 | 8.7 |
| Development Capital | -6.7 | -6.6 |
| Result of the participations | 225.1 | 162.1 |
| Capital gains development capital | -15.4 | 29.5 |
| Result of the participations (incl. capital gains) | 209.7 | 191.6 |
| AvH & subholdings | -7.1 | -7.2 |
| Other non-recurrent results (mainly remeasurement income on contribution of 50% DEME to CFE in 2013) |
12.5 | 109.5 |
| Consolidated net result | 215.1 | 293.9 |
increased to 3.6 billion euros and deposits to 3.8 billion euros. As a result, the bank is not dependent on the financial markets for its funding.
In 2014, the results of Groupe Flo and Euro Media Group in France were adversely affected, leading AvH to record 20.3 million euros impairments on these participations, and putting the overall contribution of this segment at -22.1 million euros. The new management team at Hertel achieved a remarkable improvement in the results and a positive contribution to the group results from the second half of 2014.
• In September 2014, Ackermans & van Haaren sold its entire participation of 2.59% in Belfimas, the (indirect) reference shareholder of Ackermans & van Haaren. This transaction earned AvH a consolidated capital gain of 17 million euros.
The board of directors proposes to the ordinary general meeting of May 26, 2015, to increase the dividend per share to 1.82 euros, an increase of 7% compared to the dividend of 1.70 euros that was paid in 2014. This proposal amounts to a total dividend payment of 61.0 million euros.
AvH made a positive start to 2015 with some significant transactions such as the acquisition of 100% of the Tour&Taxis site, the restructuring of the shareholding of Holding Groupe Duval, where the acquisition of Residalya has given AvH access to the French retirement home market, and above all the 1.6 billion euros worth of new orders won by DEME.
The board of directors is confident for the year 2015.
• On January 16, 2015, Extensa Group (AvH 100%) announced the acquisition of 100% of the companies that own the Tour&Taxis site in Brussels, through the acquisition of the remaining 50% of the shares from its joint venture partners IRET and Royal Property Group. Extensa expects that the recognition of this transaction in 2015 will have a positive impact of approximately 40 million euros on the result.
important. On February 16, it was announced that those new orders represent a total worth of around 1.6 billion euros. On January 15, DEME had already announced its investment in two new vessels to strengthen its position in the offshore energy market.
• At the end of 2014, CFE announced the transfer of the road-building operations of Aannemingen Van Wellen, while the construction activities in the CFE group continue under the name Atro Bouw. This sale will result in a capital gain of approximately 10 million euros for CFE in 2015.
Key figures - consolidated balance sheet
| (€ mio) | 31.12.2014 | 31.12.2013 |
|---|---|---|
| Net equity (part of the group - before allocation of profit) |
2,402.2 | 2,251.5 |
| Net cash position of AvH & subholdings | 21.3 | -3.1 |
| (€) | 31.12.2014 | 31.12.2013 |
|---|---|---|
| Number of shares | 33,496,904 | 33,496,904 |
| Net result per share | ||
| Basic | 6.49 | 8.87 |
| Diluted | 6.47 | 8.85 |
| Gross dividend | 1.82 | 1.70 |
| Net dividend | 1.365 | 1.275 |
| Net equity per share | 71.71 | 67.22 |
| Stock price | ||
| Highest | 103.40 | 85.16 |
| Lowest | 78.71 | 62.74 |
| Closing price | 102.10 | 85.16 |
DEME recorded a strong result for 2014. A net profit of 169.0 million euros was realized on an (economic) turnover of 2,587 million euros, making a contribution of 103.0 million euros to AvH's group result.
Contribution to the AvH consolidated net result
| (€ mio) | 2014 | 2013 |
|---|---|---|
| DEME | 103.0 | 53.7 |
| CFE | -3.4 | - |
| A.A. Van Laere | 0.9 | 0.7 |
| Rent-A-Port | 4.0 | 3.8 |
| NMP | 1.7 | 1.5 |
| Total | 106.2 | 59.7 |
DEME (AvH 60.40%) experienced a strong 2014, with a high level of activity worldwide in the various sectors. The turnover (economic turnover, i.e. including the jointly controlled group companies on a proportional basis) increased compared to 2013, which was already a very active year (2,532 million euros), to 2,587 million euros, on which a net profit was realized of 169.0 million euros (2013: 109.1 million euros).
The impact of DEME's good results in AvH's consolidated financial statements is further reinforced from 2014 onwards by the increase in shareholding percentage from 50% to 60.40% following the acquisition of control over DEME/CFE at the end of 2013.
The traditional dredging activities represented 66% of DEME's turnover in 2014, the main projects being Wheatstone (Australia) and New Port Doha (Qatar). The first phase of the project in Yamal (Russia) was completed, and the group was engaged on several projects in Africa. In the field of renewable energy, the group worked on the wind farms of Borkum Riffgrund 1 and Baltic 2 (Germany), Westermost Rough (United Kingdom) and Northwind (Belgium).
At the end of December 2014, the order book amounted to 2,420 million euros. New orders came in during 2014 from various sectors and parts of the world, such as the construction works for a new LNG terminal on the Yamal peninsula (Russia) and the deepening and widening of the Suez Canal (Egypt). Contracts were also awarded to the DEME group for the Gode Wind and Nordsee One wind farms (Germany). DEME announced some more new orders at the beginning of 2015 worth a total of 1.6 billion euros, including the large-scale Tuas project in Singapore.
| (€ mio) | 2014 | ||
|---|---|---|---|
| (1) | (2) | (2) | |
| Turnover | 2,419.7 | 2,586.9 | 2,531.6 |
| EBITDA | 443.6 | 501.5 | 437.8 |
| Net result | 169.0 | 169.0 | 109.1 |
| Equity | 986.7 | 986.7 | 847.7 |
| Net financial position |
-126.8 | -212.8 | -711.3 |
In the fourth quarter of 2014, GeoSea announced the acquisition of the offshore assets of HOCHTIEF, giving it full ownership of the heavy-lift jack-up vessel Innovation in 2015. At the beginning of 2015, DEME also announced its investment in two new vessels (Apollo and Living Stone) to serve the offshore energy market.
(1) Following the introduction of the new accounting standards IFRS10/IFRS11, group companies jointly controlled by DEME are accounted for using the equity method with effect from January 1, 2014.
(2) In this configuration, the group companies that are jointly controlled by DEME are still proportionally integrated. Although this is not in accordance with the new IFRS10 and IFRS11 accounting standards, it nevertheless gives a more complete picture of the operations and assets/liabilities of those companies. In the equity accounting as applied under (1), the contribution of the group companies is summarized under one single item on the balance sheet and in the income statement.
The turnover of CFE (AvH 60.40%) increased to 1,091 million euros (excluding the contributions of DEME and Rent-A-Port, which are shown elsewhere).
At the beginning of 2015, CFE brought together all construction, multitechnics and rail infra activities in a new Contracting division. Piet Dejonghe, member of the executive committee of AvH, was appointed as second managing director. He will be in charge of the Contracting division. This new organization should make a lasting improvement to CFE's profitability.
The turnover of the Contracting division increased by 10.5% as a result of different evolutions: decreased activity in civil engineering, an increase in the buildings division in the Benelux area, a high level of activity in Poland and Chad, but a decrease in Algeria and Hungary.
The order book (excl. DEME) decreased to 1,146 million euros, compared to 1,339 million euros at year-end 2013. This decrease should be seen in light of an exceptionally high order book for buildings at year-end 2013 and is primarily the result of difficult market conditions in civil engineering and a decrease in the African order book as a result of the turnover realized in 2014 and the sale of a contract in Chad. CFE wants to limit its exposure on that country, considering the amount of receivables of which the recovery is a challenge for 2015.
At the end of 2014, CFE announced the transfer of the road-building operations of
DEME – Suez Canal (Egypt)
| (€ mio) | Turnover | Net result | ||
|---|---|---|---|---|
| 2014 | 2013 | 2014 | 2013 | |
| Contracting | 1,073.3 | 971.0 | -14.5 | -37.7 |
| Civil engineering | 116.3 | 137.2 | ||
| Buildings - Benelux | 523.1 | 442.5 | ||
| Buildings - International | 165.9 | 125.7 | ||
| Multitechnics & Rail Infra | 268.0 | 265.6 | ||
| Real estate | 45.6 | 18.8 | 4.3 | 1.8 |
| PPP-Concessions (excl. RAP/RAP Energy) | 0.8 | 0.7 | -0.3 | -2.8 |
| Holding & non-recurring items | -28.8 | -5.6 | -3.5 | -9.1 |
| Total | 1,090.9 | 984.9 | -14.0 | -47.8 |
Aannemingen Van Wellen, while the construction activities remain in the CFE group under the name Atro Bouw. This sale will result in a capital gain of approximately 10 million euros for CFE in 2015.
After a low production level in 2013 due to bad weather at the beginning of that year, Algemene Aannemingen Van Laere (AvH 100%) was able to realize a strong growth in 2014 with positive results on most sites. In view of the difficult market circumstances, the 37% turnover increase to 167 million euros (2013: 122 million euros) is a fine result. The net profit (0.9 million euros) showed a positive trend too. Both the parent company Van Laere and the subsidiaries Groupe Thiran and Arthur Vandendorpe (restoration works) made a positive contribution to the result, while Anmeco (steel constructions) and Alfa Park (car park operator) reported a loss. The consolidated order book at year-end 2014 amounted to 176 million euros.
For Rent-A-Port (AvH 72.18%), 2014 was an interesting and promising year of transition in terms of engineering contracts (Nigeria, Qatar) and port investments. The most important and most mature investment project is the large-scale project in Hai Phong (Vietnam), where the Dinh Vu port project near the future deep-sea port of Lach Huyen has already been completed. The expansion to more than 2,000 ha of industrial land should be up to speed from 2017 onwards and contribute significantly to the result of Rent-A-Port. Rent-A-Port realized a net profit of 5.9 million euros in 2014 (2013: 12.3 million euros).
Rent-A-Port Energy (AvH 73.15%), which holds stakes in several wind farms that have yet to be developed, ended the financial year with a limited loss of 0.3 million euros.
NMP (AvH 75%) realized a turnover of 13.6 million euros in 2014 (2013: 13.9 million euros) and a net result of 2.3 million euros (2013: 2.0 million euros), in line with expectations. In 2014, among others an oxygen pipeline was brought into service for Ducatt in Lommel, while the construction started of an oxygen pipeline between an existing and new Praxair plant, as well as the extension of the Lommel-Beringen nitrogen pipeline. An extension of the nitrogen network in the Antwerp port area is about to start too.
In the banking segment, both Bank J.Van Breda & Co (+12.5%) and Delen Investments (+6.3%) continued the trend of increasing results in 2014 and jointly contributed 91.6 million euros to the group result.
Contribution to the AvH consolidated net result
| (€ mio) | 2014 | 2013 |
|---|---|---|
| Finaxis-Promofi | -0.6 | -0.4 |
| Delen Investments | 63.6 | 59.9 |
| Bank J.Van Breda & C° | 28.0 | 24.8 |
| Asco -bdm |
0.4 | 0.2 |
| Total | 91.4 | 84.5 |
The assets under management of the Delen Investments group (AvH 78.75%) attained a record high of 32,866 million euros at yearend 2014 (2013: 29,536 million euros), or an 11.3% increase. The vigorous growth at Delen Private Bank (up to 22,808 million euros) is the result of a substantial organic net growth at all Belgian branches and a positive impact of financial markets on the client portfolios. At JM Finn & Co (10,058 million euros), the impact of the volatile financial markets in the United Kingdom on the client portfolios was limited, while the increase in value of pound sterling had a significant positive effect. 74% (Delen Private Bank) and 65% (JM Finn & Co) of those assets were managed through direct discretionary management or through the banks' own financial BEVEKs (open-ended investment trusts).
Primarily as a result of the higher level of assets under management, the gross revenues increased to 278.5 million euros (2013: 255.2 million euros). The cost-income ratio was highly competitive at 55.0% (only 43.5% for Delen Private Bank, 82.7% for JM Finn & Co) and remained in line with the previous year (54.8%). The net profit increased in 2014 to 80.8 million euros (compared to 76.0 million euros in 2013), which includes the contribution of JM Finn & Co of 6.4 million euros (2013: 4.6 million euros).
Discretionary mandates Advisory clients
| (€ mio) | 2014 | 2013 |
|---|---|---|
| Gross revenues | 278.5 | 255.2 |
| Net result | 80.8 | 76.0 |
| Equity | 517.4 | 464.1 |
| Assets under management |
32,866 | 29,536 |
| Core Tier1 capital ratio (%) |
27.8 | 25.3 |
| Cost-income ratio (%) |
55.0 | 54.8 |
32,866 (€ mio)
Delen Investments: Assets under management
Bank J.Van Breda & Co Delen Private Bank - Ghent - Antwerp
The consolidated equity of Delen Investments stood at 517.4 million euros as at December 31, 2014 (compared to 464.1 million euros at year-end 2013). The Core Tier1 capital ratio of 27.8% is well above the industry average.
2014 was another successful year for Bank J.Van Breda & C° (AvH 78.75%). The client assets increased by 1 billion euros (+11%) and topped 10 billion euros, of which 3.8 billion euros client deposits (+4%) and 6.2 billion euros entrusted funds (+16%). This amount includes 3.6 billion euros managed by Delen Private Bank. Lending continued to grow as well (+5%) to 3.6 billion euros, while provisions for loan losses remained exceptionally low (0.01%).
This commercial success is reflected in a consolidated net profit of 35.5 million euros, which is a 12.5% increase on 2013, and this despite a challenging market environment. The strong financial results of Bank J.Van Breda & C° and the contribution of subsidiary ABK bank both contributed to this result. The 3% increase in costs to 71 million euros is due to a further increase in the bank tax, the development of brand recognition, and increased investments in IT applications and accommodation. With a cost-income ratio of 60%, Bank J.Van Breda & C° remains one of the best performing Belgian banks.
The equity (group share) increased from 448 million euros to 475 million euros at year-end 2014, while the liquidity and solvency position remained perfectly healthy. The bank achieved a financial leverage (equity-to-assets ratio) of 9.5% and a Core Tier1 capital ratio of 14.9%.
Bank J.Van Breda & C°
| (€ mio) | 2014 | 2013 |
|---|---|---|
| Bank product | 119.4 | 117.7 |
| Net result | 35.5 | 31.5 |
| Equity | 475.0 | 447.9 |
| Entrusted funds | 6,203 | 5,335 |
| Client deposits | 3,815 | 3,683 |
| Private loans | 3,639 | 3,455 |
| Core Tier1 capital ratio (%) |
14.9 | 13.7 |
| Cost-income ratio (%) |
59.7 | 58.9 |
Insurance subsidiary ASCO-BDM (AvH 50%) continued in 2014 to focus on the selective underwriting of damage insurance policies. This led to a decrease in premiums for BDM, but paid off for ASCO with a strong improvement in insurance result.
The contribution of the real estate and services segment turned out slightly lower than in 2013. LRE ended 2014 with a result of 32.6 million euros, a substantial increase (+21%) on 2013.
Contribution to the AvH consolidated net result
| (€ mio) | 2014 | 2013 |
|---|---|---|
| Leasinvest Real Estate |
10.3 | 8.7 |
| Extensa | 3.4 | 4.5 |
| Groupe Financière Duval |
0.5 | 2.0 |
| Anima Care | 0.5 | 0.6 |
| Total | 14.7 | 15.8 |
Leasinvest Real Estate (LRE, AvH 30.01%) continued its strategic reorientation towards more retail and less office space, and geographical diversification. 2014 was an excellent year in terms of rental income, due to the full impact of the major retail investments at the end of 2013 (Knauf Pommerloch and Hornbach), and the addition of Switzerland as third country (beginning of November 2014) with the acquisition of some very well located retail properties. This Swiss portfolio, worth 37.8 million euros and with a floor area of 11,649 m², is let out entirely to international retailers.
At year-end 2014, the fair value of the consolidated real estate portfolio, including project developments, amounted to 756 million euros (compared to 718 million euros as at 31/12/2013). The 5.3% increase is primarily the result of the acquisition in Switzerland. The overall real estate portfolio comprises 45% retail (2013: 40%), 35% offices (2013: 37%), and 20% logistics (2013: 23%).
| 2014 | 2013 | |
|---|---|---|
| Real estate portfolio fair value (€ mio) |
756.3 | 718.2 |
| Rental yield (%) |
7.23 | 7.31 |
| Occupancy rate (%) |
96.2 | 96.9 |
LRE: Real estate portfolio (% based on fair value)
As a result of the portfolio's growth, the rental income increased to 50 million euros over the 2014 financial year (2013: 45 million euros). The average duration of the portfolio remained stable at 5.1 years (2013: 5.2 years) with the conclusion of several long-term leases (SKF in Tongeren and CVC Capital in Luxembourg). Both the occupancy rate (96.24%) and the rental yield calculated on the fair value (7.23%) remained virtually constant.
As at 31/12/2014, the equity (group share) stood at 336 million euros (2013: 335 million euros), while the debt ratio evolved to 54.27%. LRE ended its 2014 financial year with a higher net result (group share) of 33 million euros (27 million euros at year-end 2013), or a 21% increase.
At the beginning of November 2014, LRE changed its legal status from real estate investment trust into a public regulated real estate company.
LRE - Royal20 - Luxembourg (artist impression)
Extensa - Tour&Taxis - Brussels
The net result of Extensa (AvH 100%) for the 2014 financial year amounted to 3.4 million euros, a slight decrease compared to 4.5 million euros in 2013.
The two major urban development projects (Tour&Taxis and Cloche d'Or) both made substantial progress in 2014. On the Tour&Taxis site, the office building for the Brussels Department of Environment was completed and sold in July to insurance company Intégrale. This transaction contributed 4.6 million euros to the result for 2014. In May, the 'Meander' project (48,096 m²) was selected by the Flemish Government for the centralized accommodation of the Flemish civil service. Once all permits have been obtained, this project should be completed by 2017. A start was made with the construction of a new public car park as well as with infrastructure and earthworks and the planting of trees for the new park.
In Luxembourg, the financial closing was finalized and the commercialization of the first phase of the residential development (70,000 m²) of the Grossfeld project (Cloche d'Or; Extensa 50%) started successfully.
On January 16, 2015, Extensa Group acquired full control over the companies that own the Tour&Taxis site in Brussels through the acquisition of the remaining 50% shares from its joint venture partners IRET and Royal Property Group.
Groupe Financière Duval (AvH 41.14%) made every effort in 2014 to further develop its real estate and exploitation activities in a French market that continued to be marked by an economic slowdown. The turnover at a constant perimeter (without Park'A) decreased from 493.1 million euros in 2013 to 469.9 million euros in 2014 (-5%), primarily as a result of a lower volume of real estate activities and the impact of an increase in VAT rate on the tourism activity. The net result decreased from 4.7 million euros in 2013 to 2.5 million euros, mainly as a result of developments in the tourism activities. The sale of the parking activity (Park'A) to Interparking in April 2014 and of the Health division (Residalya) to AvH at the beginning of 2015 should allow the group to focus on its core business and to improve its profitability.
Anima Care (AvH 100%) realized a turnover of 38.0 million euros in 2014. This 38.5% increase is partly due to the opening of the new construction projects 'Zonnesteen' in Zemst and 'Au Privilège' in Haut-Ittre, which together represent an extra capacity of 129 retirement home beds and 60 service flats. The acquisitions in mid-2013 of 'Résidence St. James' in La Hulpe and 'Château d'Awans' in Awans also made their contribution for a full year. The profit amounted to 0.5 million euros in 2014, compared to 0.6 million euros in 2013, and was influenced by the extra costs in the inception phase of the new construction projects.
At year-end 2014, Anima Care had a portfolio of more than 1,300 retirement home beds and service flats, of which 965 retirement home beds and 120 service flats were in operation, spread over 10 residential care centres (5 in Flanders, 1 in Brussels and 4 in Wallonia).
The newly built residence 'Aquamarijn' in Kasterlee is scheduled to open in the spring of 2015. It will be the largest residential care centre of Anima Care with 206 residential units and 25 places in the day care centre.
As a result of the considerable expansion investments in recent years, Sipef was able to increase its palm oil production volume to 268,488 tonnes (+5.7%).
Although Sipef (AvH 26.78%) recorded rising production volumes in 2014 as a result of the greater maturity of the newly planted oil palm estates, it was confronted with lower world market prices for palm oil. Consequently, the turnover (285.9 million USD) remained in line with 2013 (286.1 million USD). By a strict control of general expenses, and despite a considerably lower profitability for rubber and tea, the net result increased to 56.3 million USD (2013: 55.6 million USD).
With more hectares in production and a growing maturity of the planted acreages, palm oil production increased by 5.7% to 268,488 tonnes. The volumes in the mature plantations of Sumatra rose only slightly due to the drought, while the newly developed acreages in the UMW project in North Sumatra reported additional output growth. After exceptionally heavy rainfall at the beginning of the year, palm oil production in Papua New Guinea experienced a steady growth.
Sipef
Contribution to the AvH consolidated
(€ mio) 2014 2013
Sipef 11.4 11.2
Sagar Cements 6.0 -0.4
Telemond 1.8 3.0
Other 0.3 -5.1
net result
| (USD mio) | 2014 | 2013 |
|---|---|---|
| Turnover | 285.9 | 286.1 |
| EBIT | 71.4 | 66.4 |
| Net result | 56.3 | 55.6 |
| Equity | 547.5 | 508.1 |
| Net cash position | -24.6 | -35.1 |
| (Tonnes)(1) | 2014 | 2013 |
|---|---|---|
| 268,488 | 253,912 | |
| 10,411 | 10,403 | |
| 2,816 | 2,850 |
Total 19.5 8.7 (1) Own + outgrowers
World market prices of palm oil decreased considerably in 2014. After a relatively strong start to the year, driven by lower palm oil production volumes at the end of 2013, the price decreased considerably during the second half of 2014 in particular. This was caused by high world production volumes of competing vegetable oils from soya beans and rapeseed, weak demand from the traditionally big consumers China and India, the limited price advantage of palm oil over soya and rapeseed oil, and the totally unexpected decrease in crude oil prices. Under Sipef's forward sales strategy, a large part of the production in 2014 was sold at the higher price levels of the beginning of the year.
By a deliberate delay in the development of the plantations in Papua New Guinea, which was meant to allow the immature acreages to be brought into production in a controlled way, 616 additional hectares of oil palms were planted, while in South Sumatra in Indonesia, 990 hectares were
Sagar Cements
Sipef - Oil palm pre-nursery in Hargy Oil Palms (Papua New Guinea) Telemond
planted over two projects. A total of 1,606 hectares was thus added to the overall planted acreage of the group, which now stands at 67,989 hectares, of which 18.7% has not yet reached the production stage.
The profitability of Sagar Cements (AvH 18.55%) was still adversely affected in 2014 by the overcapacity and weak demand in the region, despite a better market climate following the constitution of a new government. In July, Sagar Cements sold its 47% stake in the joint venture Vicat Sagar Cement to the Vicat group for a total consideration of approximately 53 million euros. In doing so, Sagar Cements increased the amount invested in that joint venture since 2008 fivefold and recorded a substantial capital gain. Consequently, Sagar Cements ended the year with a one-off high net profit of 32.7 million euros (2013: -2.4 million euros). At the end of September, Sagar Cements announced the acquisition of BMM Cements (with a capacity of 1 million tonnes of cement). The transaction is expected to be finalized in the course of 2015. The construction of a railway line linking the production plant to the nearby national railway network is progressing well and is expected to be completed at the beginning of 2015.
Oriental Quarries & Mines (AvH 50%) was confronted in 2014 with a moderate demand for aggregates in India as a result of a significant slowdown in infrastructure and construction activity. Despite the difficult market environment, OQM kept strengthening the positioning of its existing stone crushers by upgrading the stone crushers in Bidadi and Bilaua, and by streamlining the production process in Moth. At the same time, the quarry in Mau that had been closed in 2012 was started up again. OQM realized a turnover in 2014 of 8.0 million euros, which is a substantial increase on the previous year (4.9 million euros). The net result amounted to 0.7 million euros.
The biomass power plant of Max Green (AvH 18.9%) experienced a turbulent 2014 with major regulatory challenges. On March 12, 2014, Max Green was informed that no more acceptable green power certificates would be granted to the power plant; it was then decided to cease the biomass activities on the site. At the end of August, the power plant was started up again and reconnected to the grid. As a result of this standstill, green power production in 2014 was structurally lower than in 2013 (only 0.86 TWh compared to 1.26 TWh), the turnover decreased to 101.4 million euros (157 million euros in 2013), and a loss of 15 million euros was recorded, without an impact on the AvH group result.
Telemond Group (AvH 50%) was able to maintain its strong market position in 2014, despite the negative trend in infrastructure investments, the building industry and the energy segment. The most important step in 2014 was the start up of the new production plant in Stettin (Poland). Telemond was confronted not only with increasing volatility in its markets, but also with major changes in its product portfolio. Consequently, although the result in 2014 was healthy (3.8 million euros), it still fell short of last year's level (6.6 million euros).
Performance in the Development Capital segment is mixed, with the results of Groupe Flo and Euro Media Group in France being adversely affected. Sofinim successfully sold its 30% stake in NMC with an IRR of 14.8% and a capital gain of 4.9 million euros (AvH share).
Contribution to the AvH consolidated net result
| (€ mio) | 2014 | 2013 |
|---|---|---|
| Sofinim | -2.9 | -2.8 |
| Contribution participations Sofinim |
3.0 | -6.3 |
| Contribution participations GIB |
-6.8 | 2.5 |
| Development Capital |
-6.7 | -6.6 |
| Capital gains | -15.4 | 29.5 |
| Total (including Capital gains) |
-22.1 | 22.9 |
Adjusted net asset value
| (€ mio) | 2014 | 2013 |
|---|---|---|
| Sofinim | 492.1 | 493.2 |
| Unrealised capital gains Atenor |
10.8 | 8.2 |
| Market value Groupe Flo/Trasys |
5.8 | 10.0 |
| Total | 508.7 | 511.4 |
Sofinim sold its 30% stake in NMC at the end of June 2014. In that transaction, Sofinim received 38 million euros in cash, which corresponds to a capital gain of approximately 6.6 million euros (4.9 million euros AvH share) and an IRR of 14.8% over 12 years.
The results of Atenor Group (Sofinim 10.86%) were primarily influenced by the UP-site project in Brussels, of which the residential tower block was opened in June 2014, the construction and sale of the Trebel project (Brussels), the sale of apartments in the Port du Bon Dieu (Namur) and Brasseries de Neudorf (Luxembourg) projects, and of the AIR office building (Luxembourg). Atenor will announce its results on March 5, 2015.
Corelio (Sofinim 22.01%): The joint venture Mediahuis (Corelio 62% - Concentra 38%) finally started in 2014, and has already reported improved operating results and gained additional market share. The social plan was finalized in 2014 in a spirit of positive consultation with the social partners. This will strengthen Mediahuis' competitive position in the future. At the beginning of 2015, Mediahuis also took an important step on the Dutch market with the acquisition of NRC Media, while in March 2014 Corelio's French-language publishing activities were sold. The REBITDA increased from 26.4 millioen euros in 2013 to 37.6 million euros in 2014. Although the results of Corelio were strongly impacted by the heavy non-recurring restructuring costs, the group was able to report a positive net result of 1.8 million euros (2013: -42.3 million euros).
Distriplus (Sofinim 50%) focuses exclusively on the world of beauty with its brands Di and Planet Parfum following the sale of Club in mid-2014. Di strengthened its market position in 2014 by the continuing growth of its retail chain, the new NEO makeup concept, and the opening of smaller outlets. At Planet Parfum, 2014 was marked by a new strategy, the new retail concept "Close To You", and the launch of the ecommerce platform. Distriplus realized a turnover of 200 million euros and a net result of 3.7 million euros.
Egemin Automation (Sofinim 60.86%, beneficial 71.5%) ended 2014 with particularly good figures; all divisions recorded a substantial increase in turnover. A strict control of internal processes and a better selection of orders by a stronger focus on particular target markets and concept solutions led to a marked margin improvement for the group. Significant progress was made in 2014 in the further internationalization of Handling Automation. Egemin closed the year with a net profit of 4.3 million euros (2013: 2.4 million euros).
The subsidiaries of Euro Media Group (Sofinim 22.51%) in Belgium (Videohouse), the United Kingdom and the Netherlands reported a strong year. By contrast, the results were still adversely affected by the loss-making French operations. The group was also present at major sporting events such as the Winter Olympics in Sochi and the World Cup in Brazil. In July, PAI Partners acquired a majority interest in EMG. The decrease in EMG's net result to -9.9 million euros (2013: 9.4 million euros including a capital gain on real estate) was influenced
Distriplus - Planet Parfum Egemin Automation Hertel
by the French operations and the costs connected with the PAI transaction. As part of the restructuring of the EMG shareholding, EMG's rental activities were spun off under the name Transpalux. Sofinim has a 45% interest in those activities.
The turnover of Groupe Flo (GIB 47.13%) decreased by nearly 10% to 314 million euros as a result of the general decline in restaurant visits in France. The group reported a decrease for all brands, although the more upmarket segment of brasseries and the concessions market were able to stand firm. The EBITDA was also affected by the lower level of activity and showed a significant decrease compared to 2013. In response to this difficult context, Groupe Flo renewed its management team, drew up a new strategic four-year plan, and transformed its structure into a decentralized, simplified and consumer-focused organization. In this respect, impairments and provisions (42 million euros, without impact on the financial position) have been made on the assets, mainly at La Taverne de Maître Kanter and Bistro Romain, which led to a net result of -35.7 million euros.
The turnover of Hertel (Sofinim 47.98%) increased in 2014 by 6% to 816 million euros, despite the sale of the subsidiaries HVRS and Asbestos Removal, closing down the activities in Lithuania, and the more selective acceptance of new projects. The turnover increase was to a significant extent driven by maintenance contracts (scaffolding, insulation, painting, mechanical) and by large projects in Germany and in Australia. The EBITDA improved considerably from 3.3 million euros in 2013 to 21.6 million euros in 2014, and was still encumbered by approximately 6 million euros in restructuring costs. Those restructuring costs, the disappointing developments in the Offshore division, and the liquidation of a subsidiary in Germany still produced a loss of 3.3 million euros over the whole financial year. In the second half of 2014, however, Hertel was profitable again. At year-end 2014, the net financial debt stood at 44 million euros and the solvency at 30%. This means a solid financial position for Hertel.
Manuchar (Sofinim 30%) was able in 2014 to increase its turnover and especially its profit, despite difficult economic conditions in the growth markets on which it focuses. The chemicals distribution and logistics services continued to develop in 2014 with investments in new warehouses and a further expansion of the product portfolio. Trading activities in steel, non-ferrous metals and other raw materials also witnessed a very positive year with an increase in turnover. Manuchar realized a net profit in 2014 of 8.3 million euros (2013: 4.6 million euros).
Trasys (GIB 83.9%) renewed a substantial number of contracts in a highly competitive market (marked by considerable pressure on prices, rising labour costs, shortage of qualified IT professionals, relentless digitization), in particular the ESP-DESIS framework contract ("External Service Provisioning for Development, Studies and Support for Information Systems") for the European Commission. As a result, Trasys realized a 3% turnover growth to 76 million euros and a net profit of 1.9 million euros.
Turbo's Hoet Groep (Sofinim 50%) was confronted in 2014 with difficult market conditions in all its divisions. As a result of a sharp decrease in the number of new trucks registered in the Russian and Belarusian markets, Turbotrucks sold about 12% less new trucks in 2014 than in 2013. The Turbolease division reported an increase in activity and remained highly profitable. Turboparts backed up its renewed growth ambitions with the opening of a new site in Poland. The group realized a turnover in 2014 of 367 million euros (2013: 406 million euros). There was a decrease in the net result, primarily due to unrealised foreign exchange losses on the RUB amounting to nearly 4 million euros, to 0.4 million euros (2013: 5.6 million euros). 2014 saw the start of construction work on a new head office and a new garage near Roeselare.
Consolidated Income statement (by nature)
| (€ 1,000) | 2014 | 2013 |
|---|---|---|
| Revenue | 4,159,261 | 521,752 |
| Rendering of services | 57,599 | 42,550 |
| Lease revenue | 9,462 | 10,500 |
| Real estate revenue | 104,160 | 55,028 |
| Interest income - banking activities | 122,797 | 125,958 |
| Fees and commissions - banking activities | 32,020 | 31,601 |
| Revenue from construction contracts | 3,748,384 | 240,269 |
| Other operating revenue | 84,839 | 15,845 |
| Other operating income | 5,014 | 4,356 |
| Interest on financial fixed assets - receivables | 815 | 1,297 |
| Dividends | 4,106 | 2,978 |
| Government grants | 0 | 0 |
| Other operating income | 92 | 81 |
| Operating expenses (-) | -3,888,812 | -457,187 |
| Raw materials and consumables used (-) | -2,256,432 | -151,456 |
| Changes in inventories of finished goods, raw materials & consumables (-) | 6,736 | -369 |
| Interest expenses Bank J.Van Breda & C° (-) Employee expenses (-) |
-48,461 -723,794 |
-57,951 -126,172 |
| Depreciation (-) | -260,295 | -13,663 |
| Impairment losses (-) | -39,782 | -16,945 |
| Other operating expenses (-) | -564,905 | -90,887 |
| Provisions | -1,878 | 257 |
| Profit (loss) on assets/liabilities designated at fair value through profit and loss | 4,001 | 960 |
| Development capital | 0 | 12 |
| Financial assets held for trading | 0 | 64 |
| Investment property | 4,001 | 883 |
| Profit (loss) on disposal of assets | 36,342 | 48,894 |
| Realised gain (loss) on intangible and tangible assets | 7,642 | 622 |
| Realised gain (loss) on investment property | 2,518 | 256 |
| Realised gain (loss) on financial fixed assets | 24,603 | 46,011 |
| Realised gain (loss) on other assets | 1,579 | 2,005 |
| Profit (loss) from operating activities | 315,806 | 118,775 |
| Finance income | 57,019 | 5,145 |
| Interest income | 14,268 | 3,665 |
| Other finance income | 42,751 | 1,480 |
| Finance costs (-) | -89,973 | -21,542 |
| Interest expenses (-) | -44,179 | -11,966 |
| Other finance costs (-) | -45,794 | -9,576 |
| Derivative financial instruments designated at fair value through profit and loss | -346 | 3,565 153,333 |
| Share of profit (loss) from equity accounted investments Other non-operating income |
128,299 6,806 |
109,399 |
| Other non-operating expenses (-) | 0 | 0 |
| Profit (loss) before tax | 417,611 | 368,676 |
| Income taxes | -88,335 | -20,985 |
| Deferred taxes | -11,633 | -7,491 |
| Current taxes | -76,702 | -13,495 |
| Profit (loss) after tax from continuing operations | 329,276 | 347,690 |
| Profit (loss) after tax from discontinued operations | ||
| Profit (loss) of the period | 329,276 | 347,690 |
| Minority interests | 114,152 | 53,790 |
| Share of the group | 215,125 | 293,901 |
| EARNINGS PER SHARE (€) |
||
| 1. Basic earnings per share | ||
| 1.1. from continued and discontinued operations | 6.49 | 8.87 |
| 1.2. from continued operations | 6.49 | 8.87 |
| 2. Diluted earnings per share | ||
| 2.1. from continued and discontinued operations | 6.47 | 8.85 |
| 2.2. from continued operations | 6.47 | 8.85 |
The auditor has confirmed that his review of the consolidated annual accounts has been completed and that no meaningful corrections have come to its attention that would require an adjustment to the accounting information included in this press release.
Antwerp, February 26, 2015 Ernst & Young Bedrijfsrevisoren BCVBA represented by Marnix Van Dooren Partner
Ackermans & van Haaren is a diversified group active in 5 key sectors: Infrastructure & Marine Engineering (DEME, one of the largest dredging companies in the world - CFE and A.A. Van Laere, two construction groups with headquarters in Belgium), Private Banking (Delen Private Bank, one of the largest independent private asset managers in Belgium, and asset manager JM Finn in the UK - Bank J. Van Breda & C°, niche bank for entrepreneurs and liberal professions in Belgium), Real Estate, Leisure & Senior Care (Leasinvest Real Estate, a public regulated real estate company - Extensa, an important land and real estate developer focused on Belgium, Luxembourg and Central Europe), Energy & Resources (Sipef, an agro-industrial group in tropical agriculture) and Development Capital (Sofinim and GIB). In 2014, through its share in its participations, the AvH group represented a turnover of 5.9 billion euro and employed 22,633 people. The group concentrates on a limited number of strategic participations with significant potential for growth. AvH is quoted on the BEL20 index, the Private Equity NXT index of Euronext Brussels and the European DJ Stoxx 600.
All press releases issued by AvH and its ost important group companies as well as the 'Investor Presentation' can also be consulted on the AvH website: www.avh.be. Anyone who is interested to receive the press releases via email has to register to this website.
For further information please contact:
Luc Bertrand CEO - President Executive Committee Tel. +32.3.897.92.42
Jan Suykens Member Executive Committee Tel. +32.3.897.92.36
Tom Bamelis Member Executive Committee Tel. +32.3.897.92.42
e-mail: [email protected]
| 31 March 2015 | Annual report 2014 |
|---|---|
| 20 May 2015 | Interim statement Q1 2015 |
| 26 May 2015 | Ordinary general meeting |
| 28 August 2015 | Half-year results 2015 |
| 20 November 2015 | Interim statement Q3 2015 |
| 26 February 2016 | Annual results 2015 |
Ackermans & van Haaren NV Begijnenvest 113 2000 Antwerp, Belgium Tel. +32 3 231 87 70 [email protected] - www.avh.be
| 1. | Consolidated income statement |
|---|---|
| 2. | Consolidated statement of comprehensive income |
| 3. | Consolidated balance sheet |
| 4. | Consolidated cash fl ow statement |
| 5. | Statement of changes in consolidated equity |
| 6. | Segment reporting |
| Consolidated income statement per segment | |
| Consolidated balance sheet per segment | |
| Consolidated cash flow statement per segment | |
| 7. | Restated fi nancial statements 2013 |
| 8. | Explanatory notes to the fi nancial statements |
| 9. | Events after balance sheet date |
| (€ 1,000) | 2014 | 2013 |
|---|---|---|
| Revenue | 4,159,261 | 521,752 |
| Rendering of services | 57,599 | 42,550 |
| Lease revenue | 9,462 | 10,500 |
| Real estate revenue | 104,160 | 55,028 |
| Interest income - banking activities | 122,797 | 125,958 |
| Fees and commissions - banking activities | 32,020 | 31,601 |
| Revenue from construction contracts | 3,748,384 | 240,269 |
| Other operating revenue | 84,839 | 15,845 |
| Other operating income | 5,014 | 4,356 |
| Interest on fi nancial fi xed assets - receivables | 815 | 1,297 |
| Dividends | 4,106 | 2,978 |
| Government grants | 0 | 0 |
| Other operating income | 92 | 81 |
| Operating expenses (-) | -3,888,812 | -457,187 |
| Raw materials and consumables used (-) | -2,256,432 | -151,456 |
| Changes in inventories of fi nished goods, raw materials & consumables (-) | 6,736 | -369 |
| Interest expenses Bank J.Van Breda & C° (-) | -48,461 | -57,951 |
| Employee expenses (-) | -723,794 | -126,172 |
| Depreciation (-) | -260,295 | -13,663 |
| Impairment losses (-) | -39,782 | -16,945 |
| Other operating expenses (-) | -564,905 | -90,887 |
| Provisions | -1,878 | 257 |
| Profi t (loss) on assets/liabilities designated at fair value through profi t and loss | 4,001 | 960 |
| Development capital | 0 | 12 |
| Financial assets held for trading | 0 | 64 |
| Investment property | 4,001 | 883 |
| Profi t (loss) on disposal of assets | 36,342 | 48,894 |
| Realised gain (loss) on intangible and tangible assets | 7,642 | 622 |
| Realised gain (loss) on investment property | 2,518 | 256 |
| Realised gain (loss) on fi nancial fi xed assets | 24,603 | 46,011 |
| Realised gain (loss) on other assets | 1,579 | 2,005 |
| Profi t (loss) from operating activities | 315,806 | 118,775 |
| Finance income | 57,019 | 5,145 |
| Interest income | 14,268 | 3,665 |
| Other fi nance income | 42,751 | 1,480 |
| Finance costs (-) | -89,973 | -21,542 |
| Interest expenses (-) | -44,179 | -11,966 |
| Other fi nance costs (-) | -45,794 | -9,576 |
| Derivative fi nancial instruments designated at fair value through profi t and loss | -346 | 3,565 |
| Share of profi t (loss) from equity accounted investments | 128,299 | 153,333 |
| Other non-operating income | 6,806 | 109,399 |
| Other non-operating expenses (-) | 0 | 0 |
| Profi t (loss) before tax | 417,611 | 368,676 |
| Income taxes | -88,335 | -20,985 |
| Deferred taxes | -11,633 | -7,491 |
| Current taxes | -76,702 | -13,495 |
| Profi t (loss) after tax from continuing operations Profi t (loss) after tax from discontinued operations |
329,276 0 |
347,690 0 |
| Profi t (loss) of the period | 329,276 | 347,690 |
| Minority interests | 114,152 | 53,790 |
| Share of the group | 215,125 | 293,901 |
| EARNINGS PER SHARE (€) | ||
| 1. Basic earnings per share | ||
| 1.1. from continued and discontinued operations | 6.49 | 8.87 |
| 1.2. from continued operations | 6.49 | 8.87 |
| 2. Diluted earnings per share | ||
| 2.1. from continued and discontinued operations | 6.47 | 8.85 |
| 2.2. from continued operations | 6.47 | 8.85 |
| (€ 1,000) | 2014 | 2013 |
|---|---|---|
| Profi t (loss) of the period | 329,276 | 347,690 |
| Minority interests | 114,152 | 53,790 |
| Share of the group | 215,125 | 293,901 |
| Other comprehensive income | -19,168 | 25,703 |
| Elements to be reclassifi ed to profi t or loss in subsequent periods | ||
| Changes in revaluation reserve: fi nancial assets available for sale | -6,050 | 6,588 |
| Changes in revaluation reserve: hedging reserves | -27,784 | 28,445 |
| Changes in revaluation reserve: translation differences | 17,524 | -14,653 |
| Elements not to be reclassifi ed to profi t or loss in subsequent periods | ||
| Changes in revaluation reserve: actuarial gains (losses) defi ned benefi t pension plans | -2,858 | 5,324 |
| Total comprehensive income | 310,108 | 373,393 |
| Minority interests | 104,288 | 60,211 |
| Share of the group | 205,820 | 313,182 |
The recognition at fair value of securities available for sale had a negative impact of 6.1 million euros in 2014. It involves unrealized (i.e. only in the accounts) adjustments to the value of assets that were still in portfolio as at December 31, 2014 (but are available for sale) compared to the situation at year-end 2013. The decrease in this item is explained by the sale in 2014 of the Belfimas shares, so that the unrealized capital gain that still existed on that item at year-end 2013 was converted into a realized result. The portfolios of AvH, Sofinim, Bank J.Van Breda & C°, Delen Investments and Leasinvest Real Estate also contain securities available for sale, of which the value on balance showed a positive evolution during 2014.
Hedging reserves arise from fluctuations in the fair value of hedging instruments taken out by several group companies to hedge against certain risks. Several group companies have hedged against a rise in interest rates. The negative trend is explained by the decrease in interest rate hedges that were taken out, for instance by Leasinvest Real Estate for the purpose of fixing its financing cost.
The positive trend in the item 'Translation differences' amounted to 17.5 million euros in 2014 as a result of the appreciation of several currencies against the euro. The main contribution is made by the appreciation of the USD from the consolidation of the stake in Sipef.
With the introduction of the amended IAS-19 accounting standard in 2013, the actuarial gains and losses on certain pension plans are recognized directly in the unrealized results. Generally speaking, the further decrease in the discount rate leads to a negative adjustment.
| (€ 1,000) | 2014 | 2013 * |
|---|---|---|
| I. Non-current assets | 7,286,383 | 7,083,942 |
| Intangible assets | 119,091 | 125,964 |
| Goodwill | 319,358 | 322,054 |
| Tangible assets | 1,695,661 | 1,731,180 |
| Land and buildings Plant, machinery and equipment |
218,698 1,436,646 |
188,853 1,497,330 |
| Furniture and vehicles | 19,453 | 23,048 |
| Other tangible assets | 4,484 | 2,950 |
| Assets under construction and advance payments | 16,031 | 18,606 |
| Operating lease - as lessor (IAS 17) | 349 | 392 |
| Investment property | 730,161 | 700,247 |
| Participations accounted for using the equity method | 1,199,141 | 1,165,009 |
| Financial fi xed assets | 284,345 | 299,280 |
| Available for sale fi nancial fi xed assets | 148,847 | 151,271 |
| Receivables and warranties | 135,498 | 148,009 |
| Non-current hedging instruments | 2,946 | 2,340 |
| Amounts receivable after one year | 146,176 | 129,861 |
| Trade receivables | 0 | 44 |
| Finance lease receivables | 110,989 | 113,106 |
| Other receivables | 35,187 | 16,710 |
| Deferred tax assets | 129,988 | 141,717 |
| Banks - receivables from credit institutions and clients after one year | 2,659,517 | 2,466,291 |
| II. Current assets | 4,153,408 | 3,931,709 |
| Inventories | 126,271 | 137,466 |
| Amounts due from customers under construction contracts | 249,020 | 177,964 |
| Investments | 634,727 | 665,262 |
| Available for sale fi nancial assets | 634,713 | 664,908 |
| Financial assets held for trading | 14 | 354 |
| Current hedging instruments | 5,754 | 12,150 |
| Amounts receivable within one year | 1,255,386 | 1,231,445 |
| Trade debtors | 1,044,280 | 1,040,880 |
| Finance lease receivables | 43,359 | 42,007 |
| Other receivables | 167,747 | 148,558 |
| Current tax receivables | 8,327 | 1,782 |
| Banks - receivables from credit institutions and clients within one year | 910,351 | 903,709 |
| Banks - loans and advances to banks | 64,722 | 59,706 |
| Banks - loans and receivables (excluding leases) | 842,978 | 841,457 |
| Banks - cash balances with central banks | 2,651 | 2,546 |
| Geldmiddelen en kasequivalenten | 922,226 | 767,009 |
| Time deposits for less than three months | 139,160 | 115,192 |
| Cash | 783,066 | 651,817 |
| Deferred charges and accrued income | 41,347 | 34,921 |
| III. Assets held for sale | ||
| 49,584 | 11,544 | |
| TOTAL ASSETS | 11,489,375 | 11,027,195 |
*We refer to Section 7 for more details regarding the Restated fi nancial statements 2013.
| (€ 1,000) | 2014 | 2013 * |
|---|---|---|
| I. Total equity | 3,499,369 | 3,277,362 |
| Equity - group share | 2,402,197 | 2,251,539 |
| Issued capital | 113,907 | 113,907 |
| Share capital | 2,295 | 2,295 |
| Share premium | 111,612 | 111,612 |
| Consolidated reserves | 2,304,007 | 2,140,707 |
| Revaluation reserves | 6,312 | 15,616 |
| Financial assets available for sale | 25,322 | 39,780 |
| Hedging reserves | -16,646 | -6,361 |
| Actuarial gains (losses) defi ned benefi t pension plans | -5,290 | -3,582 |
| Translation differences | 2,926 | -14,220 |
| Treasury shares (-) | -22,029 | -18,692 |
| Minority interests | 1,097,172 | 1,025,823 |
| II. Non-current liabilities | 2,601,546 | 2,411,819 |
| Provisions | 99,881 | 86,482 |
| Pension liabilities | 46,403 | 44,535 |
| Deferred tax liabilities* | 157,226 | 163,269 |
| Financial debts | 1,231,127 | 1,177,080 |
| Bank loans | 752,219 | 838,211 |
| Bonds | 404,110 | 304,387 |
| Subordinated loans | 3,287 | 3,173 |
| Finance leases Other fi nancial debts |
70,607 904 |
26,746 4,563 |
| Non-current hedging instruments | 66,308 | 38,933 |
| Other amounts payable after one year | 102,900 | 107,411 |
| Banks - non-current debts to credit institutions, clients & securities | 897,701 | 794,108 |
| Banks - deposits from credit institutions | 0 | 832 |
| Banks - deposits from clients | 832,418 | 715,368 |
| Banks - debt certifi cates including bonds | 8 | 8 |
| Banks - subordinated liabilities | 65,275 | 77,900 |
| III. Current liabilities | 5,369,297 | 5,338,014 |
| Provisions | 31,963 | 34,658 |
| Pension liabilities | 261 | 208 |
| Financial debts | 451,759 | 596,218 |
| Bank loans | 242,377 | 212,091 |
| Bonds | 0 | 100,000 |
| Finance leases | 8,986 | 5,393 |
| Other fi nancial debts | 200,395 | 278,733 |
| Current hedging instruments | 24,569 | 18,376 |
| Amounts due to customers under construction contracts | 246,723 | 194,181 |
| Other amounts payable within one year | 1,422,970 | 1,295,027 |
| Trade payables | 1,181,419 | 1,052,723 |
| Advances received on construction contracts | 1,617 | 1,837 |
| Amounts payable regarding remuneration and social security | 139,022 | 154,750 |
| Other amounts payable | 100,911 | 85,717 |
| Current tax payables | 60,963 | 16,701 |
| Banks - current debts to credit institutions, clients & securities | 3,068,832 | 3,123,241 |
| Banks - deposits from credit institutions | 12,432 | 105,488 |
| Banks - deposits from clients | 2,903,509 | 2,883,169 |
| Banks - debt certifi cates including bonds | 138,653 | 128,011 |
| Banks - subordinated liabilities | 14,238 | 6,573 |
| Accrued charges and deferred income | 61,257 | 59,403 |
| IV. Liabilities held for sale | 19,164 | 0 |
| TOTAL EQUITY AND LIABILITIES | 11,489,375 | 11,027,195 |
*We refer to Section 7 for more details regarding the Restated fi nancial statements 2013.
| (€ 1,000) | 2014 | 2013 |
|---|---|---|
| I. Cash and cash equivalents, opening balance | 767,009 | 171,784 |
| Profi t (loss) from operating activities | 315,806 | 118,775 |
| Reclassifi cation 'Profi t (loss) on disposal of assets' to cash fl ow from divestments | -36,342 | -48,894 |
| Dividends from participations accounted for using the equity method | 38,696 | 46,980 |
| Other non-operating income (expenses) | 6,806 | 109,399 |
| Income taxes | -82,136 | -20,985 |
| Non-cash adjustments | ||
| Depreciation | 260,295 | 13,663 |
| Impairment losses | 39,797 | 16,958 |
| Share based payment | 3,291 | 1,362 |
| Profi t (loss) on assets/liabilities designated at fair value through profi t and loss | -4,001 | -960 |
| (Decrease) increase of provisions | 1,877 | -23 |
| (Decrease) increase of deferred taxes | 11,633 | 7,491 |
| Other non-cash expenses (income) | 1,727 | -101,396 |
| Cash fl ow | 557,449 | 142,369 |
| Decrease (increase) of working capital | -2,420 | 258,873 |
| Decrease (increase) of inventories and construction contracts | -20,039 | 6,593 |
| Decrease (increase) of amounts receivable | -19,688 | -12,695 |
| Decrease (increase) of receivables from credit institutions and clients (banks) | -190,911 | -139,703 |
| Increase (decrease) of liabilities (other than fi nancial debts) | 172,894 | -1,322 |
| Increase (decrease) of debts to credit institutions, clients & securities (banks) | 47,838 | 411,402 |
| Decrease (increase) other | 7,485 | -5,402 |
| CASH FLOW FROM OPERATING ACTIVITIES | 555,029 | 401,242 |
| Investments | -890,673 | -884,575 |
| Acquisition of intangible and tangible assets | -219,760 | -39,879 |
| Acquisition of investment property | -43,983 | -101,873 |
| Acquisition of fi nancial fi xed assets | -18,824 | -165,265 |
| New amounts receivable | -13,611 | -52,712 |
| Acquisition of investments | -594,496 | -524,846 |
| Divestments | 723,370 | 554,683 |
| Disposal of intangible and tangible assets | 14,035 | 1,608 |
| Disposal of investment property | 13,906 | 28,915 |
| Disposal of fi nancial fi xed assets | 74,547 | 107,067 |
| Reimbursements of amounts receivable | 410 | 28,325 |
| Disposal of investments | 620,473 | 388,768 |
| CASH FLOW FROM INVESTING ACTIVITIES | -167,303 | -329,892 |
| Financial operations | ||
| Interest received | 13,970 | 3,665 |
| Interest paid | -57,747 | -11,966 |
| Other fi nancial income (costs) | -5,746 | -8,551 |
| Decrease (increase) of treasury shares | -3,454 | -3,048 |
| (Decrease) increase of fi nancial debts | -91,478 | 131,644 |
| Distribution of profi ts | -56,361 | -55,349 |
| Dividends paid to minority interests | -37,853 | -23,290 |
| CASH FLOW FROM FINANCIAL ACTIVITIES | -238,670 | 33,106 |
| II. Net increase (decrease) in cash and cash equivalents | 149,056 | 104,456 |
| Change in consolidation scope or method | 4,620 | 448,334 |
| Capital increase Leasinvest Real Estate (minorities) | 0 | 41,976 |
| Impact of exchange rate changes on cash and cash equivalents | 1,540 | 459 |
| III. Cash and cash equivalents - ending balance | 922,226 | 767,009 |
| Revaluation reserves | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (€ 1,000) | Issued capital & share premium |
Consolidated reserves | Financial assets available for sale |
Hedging reserves | defi ned benefi t pension Actuarial gains (losses) plans |
Translation differences | Treasury shares | Equity - group share | Minority interests | Total equity |
| Opening balance, 1 January 2013 | 113,907 | 1,905,870 | 33,626 | -28,121 | -5,196 | -165 | -16,655 | 2,003,267 | 510,964 | 2,514,231 |
| Profi t | 293,901 | 293,901 | 53,790 | 347,690 | ||||||
| Non-realised results | 6,154 | 21,973 | 5,106 | -13,951 | 19,281 | 6,422 | 25,703 | |||
| Total of realised and unrealised results |
0 | 293,901 | 6,154 | 21,973 | 5,106 | -13,951 | 0 | 313,182 | 60,211 | 373,393 |
| Distribution of dividends of the previous fi nancial year |
-55,349 | -55,349 | -21,982 | -77,331 | ||||||
| Operations with treasury shares | -2,037 | -2,037 | -2,037 | |||||||
| Changes in scope (CFE) | -212 | -3,492 | -105 | -3,809 | 452,584 | 448,774 | ||||
| Other (a.o. changes in consol. scope / benefi cial interest %) |
-3,716 | -3,716 | 24,046 | 20,330 | ||||||
| Ending balance, 31 December 2013 | 113,907 | 2,140,707 | 39,780 | -6,361 | -3,582 | -14,220 | -18,692 | 2,251,539 | 1,025,823 | 3,277,362 |
| Revaluation reserves | ||||||||||
| (€ 1,000) | Issued capital & share premium |
Consolidated reserves | Financial assets available for sale |
Hedging reserves | defi ned benefi t pension Actuarial gains (losses) plans |
Translation differences | Treasury shares | Equity - group share | Minority interests | Total equity |
| Opening balance, 1 January 2014 | 113,907 | 2,140,707 | 39,780 | -6,361 | -3,582 | -14,220 | -18,692 | 2,251,539 | 1,025,823 | 3,277,362 |
| Opening balance, 1 January 2014 | 113,907 | 2,140,707 | 39,780 | -6,361 | -3,582 | -14,220 | -18,692 | 2,251,539 | 1,025,823 | 3,277,362 |
|---|---|---|---|---|---|---|---|---|---|---|
| Profi t | 215,125 | 215,125 | 114,152 | 329,276 | ||||||
| Non-realised results | -14,458 | -10,286 | -1,708 | 17,146 | -9,305 | -9,864 | -19,168 | |||
| Total of realised and unrealised results |
0 | 215,125 | -14,458 | -10,286 | -1,708 | 17,146 | 0 | 205,820 | 104,288 | 310,108 |
| Distribution of dividends of the previous fi nancial year |
-56,361 | -56,361 | -37,853 | -94,214 | ||||||
| Operations with treasury shares | -3,338 | -3,338 | -3,338 | |||||||
| Other (a.o. changes in consol. scope / benefi cial interest %) |
4,538 | 4,538 | 4,914 | 9,453 | ||||||
| Ending balance, 31 December 2014 | 113,907 | 2,304,007 | 25,322 | -16,646 | -5,290 | 2,926 | -22,029 | 2,402,197 | 1,097,172 | 3,499,369 |
The note to the revaluation reserves, which in accordance with IFRS rules are recognized directly in the equity, can be found under section 2 on page 20 of this report.
In 2014, AvH sold 34,500 treasury shares and purchased 56,000 shares as part of the stock option plan for its personnel. As at December 31, 2014, there were a total of 345,500 stock options outstanding. To hedge that obligation, AvH (together with subsidiary Brinvest) had a total of 380,000 shares in portfolio.
In addition, 694,218 AvH shares were purchased and 694,699 AvH shares sold in 2014 as part of the agreement that AvH had concluded with Kepler Cheuvreux to support the liquidity of the AvH share. Kepler Cheuvreux acts entirely autonomously in those transactions, but as they are carried out on behalf of AvH, the net sale of 481 AvH shares in this context has an impact on AvH's equity.
The other changes in equity include 0.5 million euros of periodical value adjustment in the commitment that Delen Investments has made to acquire the minority interest in JM Finn & Co. The other adjustments relate to changes in the equity of Corelio and Groupe Financière Duval, among others, as a result of changes in their group structure.
Segment 1 – Marine Engineering & Infrastructure: DEME (global integration 60.40%), CFE (global integration 60.40%), Rent-A-Port (global integration 72.18%), Rent-A-Port Energy (global integration 73.15%), Van Laere (global integration 100%) and NMP (global integration 75%)
Segment 2 – Private Banking: Delen Investments CVA (equity method 78.75%), Bank J.Van Breda & C° (global integration 78.75%), Finaxis (global integration 78.75%), Promofi (equity method 15%) and ASCO-BDM (equity method 50%)
Segment 3 – Real Estate, Leisure & Senior Care: Extensa (global integration 100%), Leasinvest Real Estate (global integration 30%), Holding Groupe Duval (equity method 50%), Groupe Financière Duval (equity method 41.1%) and Anima Care (global integration 100%)
Segment 4 – Energy & Resources: Sipef (equity method 26.8%), Telemond Holding (equity method 50%), Telehold (equity method 50%), Henschel Engineering (equity method 50%), AvH India Resources (global integration 100%), Sagar Cements (equity method 18.6%), Oriental Quarries and Mines (equity method 50%), Ligno Power (global integration 70%) and Max Green (equity method 18.9%)
Sofinim & subholdings (global integration 74%)
Participations accounted for using the equity method (percentages AvH share) : Atenor (8.0%), Axe Investments (35.8%), Amsteldijk Beheer (37%), Corelio (16.3%), Distriplus (37%), Financière EMG (16.7%), Groupe Flo (23.6%), Hertel (35.5%), Manuchar (22.2%), MediaCore (36.9%), Trasys (41.9%), Turbo's Hoet Groep (37%)
Participations accounted for using global integration : Egemin (52.9%)
Segment 6 – AvH & subholdings: global integration and GIB (equity method 50%)
| (€ 1,000) | Segment 1 Marine Engineering & Infrastructure |
Segment 2 Private Banking |
Segment 3 Real Estate, Leisure & Senior Care |
Segment 4 Energy & Re sources |
Segment 5 Development Capital |
Segment 6 AvH & subholdings |
Eliminations between segments |
Total 2014 |
|---|---|---|---|---|---|---|---|---|
| Revenue | 3,755,959 | 166,082 | 105,191 | 102 | 131,700 | 4,918 | -4,690 | 4,159,261 |
| Rendering of services | 19,564 | 37,927 | 102 | 4,548 | -4,541 | 57,599 | ||
| Lease revenue | 7,751 | 1,711 | 9,462 | |||||
| Real estate revenue | 45,857 | 58,302 | 104,160 | |||||
| Interest income - banking activities | 122,797 | 122,797 | ||||||
| Fees and commissions - banking activities | 32,020 | 32,020 | ||||||
| Revenue from construction contracts | 3,620,028 | 128,356 | 3,748,384 | |||||
| Other operating revenue | 70,509 | 3,514 | 7,250 | 3,344 | 371 | -149 | 84,839 | |
| Other operating income | 168 | 1,169 | 2,223 | 0 | 400 | 2,699 | -1,646 | 5,014 |
| Interest on fi nancial fi xed assets - receivables | 168 | 36 | 366 | 614 | -368 | 815 | ||
| Dividends | 1,169 | 2,187 | 14 | 736 | 4,106 | |||
| Government grants | 0 | |||||||
| Other operating income | 20 | 1,350 | -1,278 | 92 | ||||
| Operating expenses (-) | -3,532,244 | -123,367 | -68,345 | -107 | -152,192 | -18,526 | 5,968 | -3,888,812 |
| Raw materials and consumables used (-) | -2,178,768 | -10,946 | -66,718 | -2,256,432 | ||||
| Changes in inventories of fi nished goods, raw materials & consumables (-) |
7,488 | -472 | -281 | 6,736 | ||||
| Interest expenses Bank J.Van Breda & C° (-) | -48,461 | -48,461 | ||||||
| Employee expenses (-) | -611,431 | -41,086 | -27,126 | -41,283 | -2,869 | -723,794 | ||
| Depreciation (-) | -248,570 | -5,226 | -3,225 | -2,618 | -657 | -260,295 | ||
| Impairment losses (-) | -5,131 | -3,469 | -3,113 | -23,058 | -5,011 | -39,782 | ||
| Other operating expenses (-) | -494,483 | -24,820 | -23,312 | -107 | -18,162 | -9,989 | 5,968 | -564,905 |
| Provisions | -1,349 | -305 | -151 | -73 | -1,878 | |||
| Profi t (loss) on assets/liabilities designated at fair value through profi t and loss |
0 | 0 | 4,001 | 0 | 0 | 0 | 0 | 4,001 |
| Financial assets held for trading | 0 | |||||||
| Investment property | 4,001 | 4,001 | ||||||
| Profi t (loss) on disposal of assets | 8,206 | 84 | 2,471 | 0 | 6,594 | 18,987 | 0 | 36,342 |
| Realised gain (loss) on intangible and tangible assets |
7,692 | -5 | -48 | -4 | 7 | 7,642 | ||
| Realised gain (loss) on investment property | 2,518 | 2,518 | ||||||
| Realised gain (loss) on fi nancial fi xed assets | 514 | 2 | 6,599 | 17,489 | 24,603 | |||
| Realised gain (loss) on other assets | 87 | 1 | 0 | 1,491 | 1,579 | |||
| Profi t (loss) from operating activities | 43,968 | 45,541 | -5 | -13,497 | 8,079 | -368 | 315,806 | |
| Finance income | 232,088 51,940 |
41 | 3,861 | 10 | 1,196 | 354 | -383 | 57,019 |
| Interest income | 10,715 | 41 | 2,513 | 10 | 1,023 | 349 | -383 | 14,268 |
| Other fi nance income | 41,225 | 1,348 | 173 | 5 | 42,751 | |||
| Finance costs (-) | -66,572 | 0 | -19,645 | -10 | -1,251 | -3,246 | 751 | -89,973 |
| Interest expenses (-) | -30,607 -35,965 |
-11,998 -7,646 |
-10 | -633 | -1,692 -1,554 |
751 | -44,179 -45,794 |
|
| Other fi nance costs (-) Derivative fi nancial instruments designated at fair value through profi t and loss |
0 | 506 | -852 | 0 | -618 0 |
0 | -346 | |
| Share of profi t (loss) from equity accounted investments |
22,759 | 81,431 | 10,284 | 19,485 | -5,914 | 253 | 128,299 | |
| Other non-operating income | 1,048 | 5,758 | 0 | 0 | 0 | 0 | 6,806 | |
| Other non-operating expenses (-) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
| Profi t (loss) before tax | 241,264 | 131,704 | 39,190 | 19,480 | -19,466 | 5,440 | 0 | 417,611 |
| Income taxes | -67,970 | -15,712 | -2,397 | -8 | -2,202 | -46 | 0 | -88,335 |
| Deferred taxes Current taxes |
-6,111 -61,860 |
-5,128 -10,584 |
296 -2,693 |
-8 | -653 -1,549 |
-38 -8 |
-11,633 -76,702 |
|
| Profi t (loss) after tax from | ||||||||
| continuing operations | 173,294 | 115,991 | 36,794 | 19,471 | -21,668 | 5,394 | 0 | 329,276 |
| Profi t (loss) after tax from discontinued operations |
0 | 0 | 0 | 0 | 0 | 0 | 0 | |
| Profi t (loss) of the period | 173,294 | 115,991 | 36,794 | 19,471 | -21,668 | 5,394 | 0 | 329,276 |
| Minority interests | 67,086 | 24,617 | 22,042 | 0 | 407 | 0 | 114,152 | |
| Share of the group | 106,208 | 91,374 | 14,752 | 19,472 | -22,075 | 5,394 | 215,125 |
When comparing the consolidated income statement of 2014 with that of 2013 (and previous years), it should be noted that AvH's acquisition of control over CFE in December 2013 gives rise to the full consolidation of the financial statements of CFE, DEME, Rent-A-Port and Rent-A-Port Energy with effect from January 1, 2014. Given the extent of the activities of DEME and CFE, the impact of that consolidation is significant and is reflected in almost all components of the income statement. In the periods prior to 2014, when AvH was not a shareholder of CFE, interests in DEME (50%), Rent-A-Port (45%) and Rent-A-Port Energy (45.6%) were accounted for using the equity method.
As a result of this full consolidation of all interests in the Marine Engineering & Infrastructure segment, the contribution of this segment to the "profit from operating activities" increased to 232.1 million euros (2013: 5.1 million euros), while the total amount of this item in the consolidated financial statements increased from 118.8 million euros in 2013 to 315.8 million euros in 2014.
The profit from operating activities of the other segments is markedly lower in 2014 as a result of a lower amount of realized capital gains in the "Development Capital" segment (2014: NMC 6.6 million euros; 2013: Spano 46.0 million euros) and of the impairments recognized in 2014 on the participating interests in Groupe Flo and Euro Media Group. In the "AvH and subholdings" segment, capital gains worth 19.0 million euros were realized in 2014 (primarily on the sale of Belfimas shares), whereas this was not the case in 2013.
The balance of finance income and finance costs was more negative in 2014 than in 2013. This is also largely due to the change in consolidation method applied to DEME, CFE, Rent-A-Port and Rent-A-Port Energy.
As a result of this change in consolidation method, the contribution of DEME, Rent-A-Port and Rent-A-Port Energy is no longer included in the profit (loss) from equity accounted investments.
The non-operating income in the "Private Banking" segment in 2014 is connected with the statutory option which Bank J.Van Breda & C° had to exclude inactive partners of ABK, which in fact explains the increase in the shareholding percentage in ABK from 91.8% to 99.9% in 2014. In 2013, the acquisition of control over CFE by, among other things, the contribution of the 50% share which AvH held in DEME led to a remeasurement in CFE's income statement of the DEME stake by 109.4 million euros.
As a result of the full consolidation of the interests in DEME, CFE, Rent-A-Port and Rent-A-Port Energy, the income taxes of those companies are now reflected in AvH's consolidated financial statements; consequently, this item now gives a truer picture of the taxes borne by the group. However, since Delen Investments, Sipef and most of the Development Capital participations are accounted for using the equity method, the real tax cost in this configuration is still underestimated.
The full consolidation of certain group companies, as mentioned earlier, leads to an increase in the item 'Minority interests', as there are minority interests in each of those additionally consolidated group companies.
With 103.0 million euros, DEME (AvH 60.4%) provided the largest contribution to this segment, which also includes the contributions of the fully consolidated holdings in CFE (60.4%), Rent-A-Port (72.2%), Rent-A-Port Energy (73.2%), Algemene Aannemingen Van Laere (100%) and Nationale Maatschappij der Pijpleidingen (75%).
Finaxis group (AvH 78.75%), which includes the contributions from Delen Investments and Bank J.Van Breda & C°, represents the lion's share of this segment. Bank J.Van Breda & C° was fully consolidated via Finaxis while the results of Delen Investments were processed in accordance with the equity accounting method. The insurance group ASCO-BDM (AvH 50%) was also entered in the books using the equity accounting method.
Leasinvest Real Estate - LRE (AvH 30.01%) is under the exclusive control of AvH and is therefore fully included in consolidation. In this segment also Extensa (AvH 100%), and Anima Care (AvH 100%) are fully consolidated while Groupe Financière Duval (AvH 41.1%) is entered in the books using the equity method.
Sipef (26.8%), Oriental Quarries & Mines (50%), Max Green (18.9%) and the Telemond group (50%) are all jointly controlled participations, and are therefore included according to the equity accounting method. The minority interest of 18.6% in Sagar Cements is also listed in this way in AvH's consolidated accounts.
AvH is active in "Development Capital" via Sofi nim (26% minority stake held by NPM-Capital) on the one hand, and via GIB (jointly controlled subsidiary with Nationale Portefeuille Maatschappij) on the other.
Besides operating expenses, the contribution of AvH & subholdings is to a large extent affected by the realization or not of capital gains on sales of shares and by transaction costs.
| (€ 1,000) | Segment 1 Marine Engineering & Infrastructure |
Segment 2 Private Banking |
Segment 3 Real Estate, Leisure & Senior Care |
Segment 4 Energy & Re sources |
Segment 5 Development Capital |
Segment 6 AvH & subholdings |
Eliminations between segments |
Total 2013 |
|---|---|---|---|---|---|---|---|---|
| Revenue | 141,725 | 170,926 | 99,879 | 168 | 107,630 | 4,747 | -3,324 | 521,752 |
| Rendering of services | 13,870 | 27,409 | 156 | 4,293 | -3,178 | 42,550 | ||
| Lease revenue | 8,759 | 1,741 | 10,500 | |||||
| Real estate revenue | 347 | 54,681 | 55,028 | |||||
| Interest income - banking activities | 125,958 | 125,958 | ||||||
| Fees and commissions - banking activities | 31,601 | 31,601 | ||||||
| Revenue from construction contracts | 124,527 | 10,702 | 105,040 | 240,269 | ||||
| Other operating revenue | 2,982 | 4,608 | 5,344 | 12 | 2,590 | 454 | -146 | 15,845 |
| Other operating income | 174 | 155 | 1,753 | -1 | 801 | 2,680 | -1,206 | 4,356 |
| Interest on fi nancial fi xed assets - receivables | 174 | 62 | 787 | 429 | -156 | 1,297 | ||
| Dividends | 155 | 1,690 | -1 | 14 | 1,119 | 2,978 | ||
| Government grants | 0 | |||||||
| Other operating income | 1,131 | -1,050 | 81 | |||||
| Operating expenses (-) | -136,999 | -128,934 | -62,816 | -5,636 | -114,570 | -12,605 | 4,374 | -457,187 |
| Raw materials and consumables used (-) | -83,630 | -15,098 | -52,728 | -151,456 | ||||
| Changes in inventories of fi nished goods, raw materials & consumables (-) |
8 | -756 | 379 | -369 | ||||
| Interest expenses Bank J.Van Breda & C° (-) | -57,951 | -57,951 | ||||||
| Employee expenses (-) | -26,207 | -39,718 | -20,011 | -36,692 | -3,545 | -126,172 | ||
| Depreciation (-) | -4,391 | -4,332 | -1,857 | -2,443 | -640 | -13,663 | ||
| Impairment losses (-) | -284 | -1,501 | -3,543 | -5,537 | -6,081 | -16,945 | ||
| Other operating expenses (-) | -22,496 | -25,438 | -21,241 | -98 | -17,567 | -8,420 | 4,374 | -90,887 |
| Provisions | 6 | -311 | 561 | 257 | ||||
| Profi t (loss) on assets/liabilities designated at fair value through profi t and loss |
0 | 64 | 883 | 0 | 12 | 0 | 960 | |
| Development capital | 12 | 12 | ||||||
| Financial assets held for trading | 64 | 64 | ||||||
| Investment property | 883 | 883 | ||||||
| Profi t (loss) on disposal of assets | 197 | 1,933 | 752 | 0 | 45,927 | 85 | 48,894 | |
| Realised gain (loss) on intangible and tangible assets |
197 | -49 | 473 | 2 | -1 | 622 | ||
| Realised gain (loss) on investment property | 256 | 256 | ||||||
| Realised gain (loss) on fi nancial fi xed assets | 45,925 | 86 | 46,011 | |||||
| Realised gain (loss) on other assets | 1,982 | 23 | 2,005 | |||||
| Profi t (loss) from operating activities | 5,098 | 44,144 | 40,450 | -5,469 | 39,801 | -5,093 | -156 | 118,775 |
| Finance income | 367 | 25 | 3,259 | 13 | 1,276 | 520 | -315 | 5,145 |
| Interest income | 143 | 25 | 2,404 | 13 | 875 | 520 | -315 | 3,665 |
| Other fi nance income | 224 | 854 | 401 | 1,480 | ||||
| Finance costs (-) | -983 | 0 | -16,223 | -4 | -1,213 | -3,589 | 470 | -21,542 |
| Interest expenses (-) | -854 | -10,139 | -894 | -549 | 470 | -11,966 | ||
| Other fi nance costs (-) | -129 | -6,084 | -4 | -319 | -3,040 | -9,576 | ||
| Derivative fi nancial instruments designated at fair value through profi t and loss |
0 | 2,588 | 977 | 0 | 0 | 3,565 | ||
| Share of profi t (loss) from equity accounted investments |
62,094 | 76,501 | 8,527 | 13,377 | -8,093 | 928 | 153,333 | |
| Other non-operating income | 0 | 0 | 0 | 0 | 0 | 109,399 | 109,399 | |
| Other non-operating expenses (-) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
| Profi t (loss) before tax | 66,576 | 123,257 | 36,990 | 7,917 | 31,771 | 102,165 | 0 | 368,676 |
| Income taxes | -1,712 | -15,255 | -2,724 | -6 | -1,414 | 125 | -20,985 | |
| Deferred taxes | -236 | -5,361 | -1,883 | -188 | 177 | -7,491 | ||
| Current taxes | -1,476 | -9,894 | -841 | -6 | -1,226 | -51 | -13,495 | |
| Profi t (loss) after tax from continuing operations |
64,864 | 108,002 | 34,266 | 7,911 | 30,357 | 102,290 | 0 | 347,690 |
| Profi t (loss) after tax from discontinued operations |
0 | |||||||
| Profi t (loss) of the period | 64,864 | 108,002 | 34,266 | 7,911 | 30,357 | 102,290 | 0 | 347,690 |
| Minority interests | 5,122 | 23,549 | 18,503 | -796 | 7,411 | 0 | 53,790 | |
| Share of the group | 59,742 | 84,453 | 15,763 | 8,707 | 22,946 | 102,290 | 293,901 |
| (€ 1,000) | Segment 1 | Segment 2 | Segment 3 | Segment 4 | Segment 5 | Segment 6 | Total | |
|---|---|---|---|---|---|---|---|---|
| Marine Engineering & |
Private Banking |
Real Estate, Leisure & |
Energy & Re sources |
Development Capital |
AvH & subholdings |
Eliminations between |
2014 | |
| Infrastructure | Senior Care | segments | ||||||
| I. Non-current assets | 2,244,521 | 3,473,185 | 1,026,542 | 183,030 | 331,096 | 36,229 | -8,219 | 7,286,383 |
| Intangible assets | 98,528 | 8,949 | 10,617 | 923 | 74 | 119,091 | ||
| Goodwill | 178,972 | 134,247 | 6,139 | 319,358 | ||||
| Tangible assets | 1,531,823 | 37,907 | 94,525 | 20,706 | 10,700 | 1,695,661 | ||
| Investment property | 2,749 | 727,411 | 730,161 | |||||
| Participations accounted for using the equity method |
171,350 | 534,353 | 97,887 | 183,030 | 208,497 | 4,025 | 1,199,141 | |
| Financial fi xed assets | 118,479 | 143 | 62,925 | 95,066 | 15,950 | -8,219 | 284,345 | |
| Available for sale fi nancial fi xed assets | 5,362 | 3 | 62,904 | 72,855 | 7,722 | 148,847 | ||
| Receivables and warranties | 113,117 | 140 | 21 | 22,211 | 8,228 | -8,219 | 135,498 | |
| Non-current hedging instruments | 674 | 426 | 1,846 | 2,946 | ||||
| Amounts receivable after one year | 25,758 | 86,551 | 24,598 | 5,645 | 3,624 | 146,176 | ||
| Trade receivables | 0 | |||||||
| Finance lease receivables | 86,551 | 24,438 | 110,989 | |||||
| Other receivables | 25,758 | 160 | 5,645 | 3,624 | 35,187 | |||
| Deferred tax assets | 116,186 | 11,092 | 595 | 259 | 1,857 | 129,988 | ||
| Banks - receivables from credit institutions and clients after one year |
2,659,517 | 2,659,517 | ||||||
| II. Current assets | 2,117,889 | 1,684,744 | 201,038 | 3,975 | 238,882 | 86,874 | -179,993 | 4,153,408 |
| Inventories | 108,452 | 15,817 | 2,002 | 126,271 | ||||
| Amounts due from customers under construction contracts |
151,189 | 89,587 | 8,244 | 249,020 | ||||
| Investments | 14 | 606,996 | 18 | 3,048 | 24,651 | 634,727 | ||
| Available for sale fi nancial assets | 606,996 | 18 | 3,048 | 24,651 | 634,713 | |||
| Financial assets held for trading | 14 | 14 | ||||||
| Current hedging instruments | 4,303 | 1,451 | 5,754 | |||||
| Amounts receivable within one year | 1,087,715 | 62,884 | 69,474 | 3,700 | 179,455 | 32,016 | -179,858 | 1,255,386 |
| Trade debtors | 998,702 | 14,557 | 30,902 | 3,666 | -3,547 | 1,044,280 | ||
| Finance lease receivables | 42,857 | 502 | 43,359 | |||||
| Other receivables | 89,013 | 20,027 | 54,415 | 3,700 | 148,553 | 28,350 | -176,311 | 167,747 |
| Current tax receivables | 7,078 | 622 | 20 | 50 | 558 | 8,327 | ||
| Banks - receivables from credit institutions and clients within one year |
910,351 | 910,351 | ||||||
| Banks - loans and advances to banks | 64,722 | 64,722 | ||||||
| Banks - loans and receivables (excl. fi nance leases) | 842,978 | 842,978 | ||||||
| Banks - cash balances with central banks | 2,651 | 2,651 | ||||||
| Cash and cash equivalents | 726,780 | 97,450 | 23,668 | 255 | 44,902 | 29,172 | 922,226 | |
| Time deposits for less than three months | 79,508 | 6,333 | 28,985 | 24,333 | 139,160 | |||
| Cash | 647,272 | 97,450 | 17,334 | 255 | 15,916 | 4,838 | 783,066 | |
| Deferred charges and accrued income | 32,359 | 5,612 | 1,852 | 1,181 | 479 | -135 | 41,347 | |
| III. Assets held for sale | 31,447 | 18,137 | 49,584 | |||||
| TOTAL ASSETS | 4,393,857 | 5,157,929 | 1,245,717 | 187,005 | 569,978 | 123,103 | -188,212 | 11,489,375 |
| (€ 1,000) | Segment 1 Marine Engineering & Infrastructure |
Segment 2 Private Banking |
Segment 3 Real Estate, Leisure & Senior Care |
Segment 4 Energy & Re sources |
Segment 5 Development Capital |
Segment 6 AvH & subholdings |
Eliminations between segments |
Total 2014 |
|---|---|---|---|---|---|---|---|---|
| I. Total equity | 1,347,629 | 1,136,073 | 464,387 | 186,993 | 512,125 | -147,838 | 3,499,369 | |
| Shareholders' equity - group share | 832,474 | 926,468 | 226,706 | 185,881 | 378,509 | -147,841 | 2,402,197 | |
| Issued capital | 113,907 | 113,907 | ||||||
| Share capital | 2,295 | 2,295 | ||||||
| Share premium | 111,612 | 111,612 | ||||||
| Consolidated reserves | 843,435 | 917,390 | 229,707 | 181,390 | 380,757 | -248,671 | 2,304,007 | |
| Revaluation reserves | -10,960 | 9,078 | -3,001 | 4,491 | -2,248 | 8,951 | 6,312 | |
| Securities available for sale | 7,079 | 7,917 | 46 | 3,087 | 7,194 | 25,322 | ||
| Hedging reserves | -4,248 | -872 | -11,159 | -367 | -16,646 | |||
| Actuarial gains (losses) defi ned benefi t pension plans | -5,369 | -55 | -355 | -1,269 | 1,758 | -5,290 | ||
| Translation differences | -1,344 | 2,926 | 242 | 4,800 | -3,698 | 2,926 | ||
| Treasury shares (-) | -22,029 | -22,029 | ||||||
| Minority interests | 515,155 | 209,604 | 237,681 | 1,112 | 133,616 | 4 | 1,097,172 | |
| II. Non-current liabilities | 1,079,120 | 922,843 | 536,782 | 9,783 | 61,236 | -8,219 | 2,601,546 | |
| Provisions | 93,659 | 338 | 4,927 | 957 | 99,881 | |||
| Pension liabilities | 42,837 | 3,532 | 29 | 4 | 46,403 | |||
| Deferred tax liabilities | 142,973 | 713 | 11,162 | 1,146 | 1,232 | 157,226 | ||
| Financial debts | 702,607 | 469,089 | 7,650 | 60,000 | -8,219 | 1,231,127 | ||
| Bank loans | 328,511 | 363,708 | 60,000 | 752,219 | ||||
| Bonds | 306,895 | 97,215 | 404,110 | |||||
| Subordinated loans | 300 | 7,987 | -5,000 | 3,287 | ||||
| Finance leases | 62,957 | 7,650 | 70,607 | |||||
| Other fi nancial debts | 3,945 | 178 | -3,219 | 904 | ||||
| Non-current hedging instruments | 16,310 | 12,232 | 37,766 | 66,308 | ||||
| Other amounts payable after one year | 80,734 | 8,327 | 13,839 | 102,900 | ||||
| Banks - debts to credit institutions, clients & securities |
897,701 | 897,701 | ||||||
| Banks - deposits from credit institutions | 0 | |||||||
| Banks - deposits from clients | 832,418 | 832,418 | ||||||
| Banks - debt certifi cates including bonds | 8 | 8 | ||||||
| Banks - subordinated liabilities | 65,275 | 65,275 | ||||||
| III. Current liabilities | 1,947,943 | 3,099,014 | 244,547 | 12 | 48,070 | 209,704 | -179,993 | 5,369,297 |
| Provisions | 31,846 | 117 | 31,963 | |||||
| Pension liabilities | 261 | 261 | ||||||
| Financial debts | 213,027 | 207,145 | 1,444 | 205,453 | -175,311 | 451,759 | ||
| Bank loans | 159,595 | 82,783 | 242,377 | |||||
| Bonds | 0 | |||||||
| Finance leases | 7,538 | 5 | 1,444 | 8,986 | ||||
| Other fi nancial debts | 45,895 | 124,358 | 205,453 | -175,311 | 200,395 | |||
| Current hedging instruments | 22,111 | 1,997 | 462 | 24,569 | ||||
| Amounts due to customers under construction contracts |
231,708 | 15,015 | 246,723 | |||||
| Other amounts payable within one year | 1,354,634 | 16,181 | 22,800 | 9 | 27,717 | 3,980 | -2,352 | 1,422,970 |
| Trade payables | 1,155,336 | 24 | 9,790 | 9 | 17,118 | 494 | -1,352 | 1,181,419 |
| Advances received | 1,617 | 1,617 | ||||||
| Amounts payable regarding remuneration and social security |
115,031 | 7,558 | 3,988 | 9,566 | 2,879 | 139,022 | ||
| Other amounts payable | 82,650 | 8,599 | 9,022 | 1,034 | 607 | -1,000 | 100,911 | |
| Current tax payables | 53,775 | 3,892 | 2,262 | 1,023 | 11 | 60,963 | ||
| Banks - debts to credit institutions, | 3,068,832 | 3,068,832 | ||||||
| clients & securities | 12,432 | 12,432 | ||||||
| Banks - deposits from credit institutions Banks - deposits from clients |
2,903,509 | 2,903,509 | ||||||
| Banks - debt certifi cates including bonds | 138,653 | 138,653 | ||||||
| Banks - subordinated liabilities | 14,238 | 14,238 | ||||||
| Accrued charges and deferred income | 40,841 | 7,851 | 11,761 | 3 | 2,871 | 260 | -2,330 | 61,257 |
| IV. Liabilities held for sale | 19,164 | 19,164 | ||||||
| TOTAL EQUITY AND LIABILITIES | 4,393,857 | 5,157,929 | 1,245,717 | 187,005 | 569,978 | 123,103 | -188,212 | 11,489,375 |
In the balance sheet as at 31/12/2013, unlike in the income statement, the interests in DEME, CFE, Rent-A-Port and Rent-A-Port Energy were already fully consolidated, so that a comparison of the balance sheets of 2014 and 2013 is not made more difficult.
The balance sheet total increased further in the course of 2014 to 11,489.4 million euros, which is 4% up on 31/12/2013. This increase is explained by the growing activities of the group companies in the "Marine Engineering & Infrastructure", "Private Banking", and "Real Estate", "Leisure & Senior Care" segments.
As has already been pointed out earlier, the full consolidation of Bank J.Van Breda & C° leads to the inclusion of substantial items on both the assets and liabilities side of the balance sheet. They are therefore grouped under specific items on the balance sheet.
In the course of 2014, AvH allocated the provisional goodwill of 252 million euros that was recognized upon the acquisition of control over DEME as much as possible to identifiable assets (and liabilities) of DEME, which led to a shift from goodwill to intangible and tangible assets, without changing the original figure of 252 million euros. The impact of this allocation is explained on page 39 and 40.
The items which together make up the 'Fixed assets' increased by 202.4 million euros. This increase virtually corresponds to the increase in 'Amounts receivable after one year' at Bank J.Van Breda & C°, and is the result of the increased volume of loans granted by this bank to its clientele.
The 'Goodwill' and 'Intangible assets' decreased by 9.6 million euros. It should be pointed out that an amount of 91.1 million euros is included in the carrying value of the equity accounted companies and that the balance sheet of Delen Investments, an equity accounted group company, contains an item 'Clients' of 237.5 million euros.
The increase in 'Current assets' by 221.7 million euros is divided over the various constituent items. Worth noting is the increase in cash and cash equivalents by 155.2 million euros, a large part of which is accounted for by the increase in cash at DEME, which in 2014 was able to achieve a substantial reduction in its net financial debt, of which cash is one component.
The assets and liabilities held for sale concern real estate assets which no longer belong to the core portfolio of Leasinvest Real Estate, and the road-building activity of Van Wellen which in 2015 is being transferred by CFE to the Willemen group.
For the changes in equity, see the note on page 24.
The 'Non-current liabilities' increased by 189.7 million euros during 2014, of which 103.6 million euros is accounted for by the increased deposits entrusted to Bank J.Van Breda & C° by its clients. The start of the first residential development of the project Cloche d'Or (Extensa) and the investments made by LRE in Switzerland explain the increase in debts in the Real Estate, Leisure & Senior Care segment. A portion of 28 million euros was repaid in 2014 of the long-term debt of 88 million euros which AvH incurred at the end of 2013 in connection with the CFE transaction. Both DEME and CFE were able to reduce their debts in 2014. Apart from the variation in available cash, this is also reflected in a decrease in short-term and long-term financial debts.
Of the 60.3 million euros which AvH had recognized on December 31, 2013, under the item 'Provisions' as contingent liability for risks of CFE, a sum of 7.5 million euros (group share 4.5 million euros) was reversed in the course of 2014 because the risks in question at CFE were either no longer present or were reported in CFE's own financial statements.
The 'Current liabilities' amounted to 5,369.3 million euros at year-end 2014, which is only slightly higher than in the previous year.
Just as account must be taken in the analysis of the consolidated income statement and its comparison with previous years of the impact of the altered consolidation method that applies to the interests in DEME, CFE, Rent-A-Port and Rent-A-Port Energy (see page 27), this also applies to the consolidated cash flow statement. Given the size of their operations, the inclusion of the cash flows of DEME and CFE has a significant impact on many items in the cash flow statement. In the 'Cash flow', this impact is most evident under the items 'Profit from operating activities', 'Income taxes' and 'Depreciation'.
The gains recognized on the sale of the stakes in NMC, Belfimas, among others, are reclassified from 'Cash flow from operating activities' to 'Cash flow from investing activities'.
Dividends received from equity accounted companies have decreased because DEME became fully consolidated as from 2014 and is therefore no longer included in this item.
The 'Other non-operating income' consists primarily of the derecognition of the separation share that had been reported for excluded partners of ABK. In 2013, the remeasurement income of 109.4 million euros was reported under this item which had to be recognized as a result of the acquisition of control over DEME and which was neutralized under 'Other non-cash expenses'.
The 'Impairment losses' contain the impairments which the group recognized on the participating interests in Groupe Flo and Euro Media Group in the Development Capital segment to a total amount of 22.9 million euros (group share 20.3 million euros).
Since DEME, CFE, Rent-A-Port and Rent-A-Port Energy were already fully included in the consolidated balance sheet of AvH as at 31/12/2013, the altered consolidation method of DEME/ CFE does not explain changes in the working capital. On balance over all the segments, the working capital remains virtually unchanged in relation to 2013, although there are significant changes between segments. In the "Marine Engineering & Infrastructure" segment, the working capital could be limited to a considerable extent. At Bank J.Van Breda & C°, in 2014 the credit portfolio increased more than the deposits entrusted by clients, resulting in an increase in working capital, partly reinforced by a decrease in interbank debts. At Extensa, the development of the Cloche d'Or project in Luxembourg started in 2014, causing an increase in working capital.
In the investment cash flow, the investments in equipment at DEME in particular are, from 2014 onwards, also visible in the "Marine Engineering & Infrastructure" segment. Anima Care invested in the expansion of its residential care centres with new construction projects in Zemst, Haut-Ittre and Kasterlee. 'Acquisition of investment property' in 2014 is largely attributable to Leasinvest Real Estate which, among other things, purchased three retail properties in Switzerland and (to a lesser extent) invested in the redevelopment of the Royal 20 site in the Grand Duchy of Luxembourg. In 2014, LRE sold its property at Louizalaan 66 in Brussels and a building in Meer.
'Acquisition of financial fixed assets' related to increasing existing shareholdings in already fully consolidated group companies and to new stakes acquired by DEME, Rent-A-Port and Anima Care.
The item 'Acquisition of investments' should be seen in conjunction with the disposal of investments and relates for the most part to portfolio management decisions of Bank J.Van Breda & C°.
'Disposal of financial fixed assets' in 2014 comprises, among other things, the proceeds from the sale of the stake in NMC, Belfimas and of the company that owns the BIM building on the Tour & Taxis site.
DEME succeeded in substantially reducing its debt in 2014. The start-up of the development of the Cloche d'Or project in Luxembourg and the expansion of the portfolios of Leasinvest Real Estate and Anima Care explain the cash flow from financial activities in the real estate segment. AvH, subholdings & Development Capital used the cash flow which they generated to further diminish their financial debts.
| (€ 1,000) | Segment 1 | Segment 2 | Segment 3 | Segment 4 | Segment 5 | Segment 6 | ||
|---|---|---|---|---|---|---|---|---|
| Marine Engineering & |
Private Banking |
Real Estate, Leisure & |
Energy & Resources |
Development Capital |
AvH & subholdings |
Eliminations between |
Total | |
| Infrastructure | Senior Care | segments | 2013* | |||||
| I. Non-current assets | 2,301,627 | 3,232,222 | 957,985 | 152,153 | 385,068 | 63,044 | -8,157 | 7,083,942 |
| Intangible assets | 105,516 | 9,502 | 9,903 | 947 | 96 | 125,964 | ||
| Goodwill | 178,893 | 137,103 | 6,058 | 322,054 | ||||
| Tangible assets | 1,592,933 | 33,156 | 72,745 | 21,198 | 11,147 | 1,731,180 | ||
| Investment property | 2,749 | 697,498 | 700,247 | |||||
| Participations accounted for using the equity method |
164,016 | 479,396 | 97,867 | 152,153 | 268,132 | 3,445 | 1,165,009 | |
| Financial fi xed assets | 126,533 | 87 | 47,212 | 89,373 | 44,232 | -8,157 | 299,280 | |
| Available for sale fi nancial fi xed assets | 4,895 | 1 | 47,188 | 68,115 | 31,072 | 151,271 | ||
| Receivables and warranties | 121,638 | 86 | 24 | 21,258 | 13,160 | -8,157 | 148,009 | |
| Non-current hedging instruments | 612 | 961 | 767 | 2,340 | ||||
| Amounts receivable after one year | 9,291 | 88,163 | 25,105 | 5,040 | 2,261 | 129,861 | ||
| Trade receivables | 44 | 44 | ||||||
| Finance lease receivables | 88,163 | 24,943 | 113,106 | |||||
| Other receivables | 9,247 | 162 | 5,040 | 2,261 | 16,710 | |||
| Deferred tax assets* | 121,084 | 17,563 | 829 | 378 | 1,863 | 141,717 | ||
| Banks - receivables from credit institutions and clients after one year |
2,466,291 | 2,466,291 | ||||||
| II. Current assets | 1,868,839 | 1,791,440 | 128,358 | 3,762 | 204,611 | 88,639 | -153,940 | 3,931,709 |
| Inventories | 119,221 | 16,227 | 2,017 | 137,466 | ||||
| Amounts due from customers under construction contracts |
155,015 | 15,658 | 7,291 | 177,964 | ||||
| Investments | 354 | 640,773 | 30 | 495 | 23,609 | 665,262 | ||
| Available for sale fi nancial assets | 640,773 | 30 | 495 | 23,609 | 664,908 | |||
| Financial assets held for trading | 354 | 354 | ||||||
| Current hedging instruments | 11,160 | 990 | 12,150 | |||||
| Amounts receivable within one year | 1,092,538 | 60,541 | 72,201 | 3,697 | 143,194 | 13,075 | -153,801 | 1,231,445 |
| Trade debtors | 1,005,142 | 19,176 | 16,428 | 3,444 | -3,310 | 1,040,880 | ||
| Finance lease receivables | 41,582 | 425 | 42,007 | |||||
| Other receivables | 87,396 | 18,959 | 52,600 | 3,697 | 126,766 | 9,631 | -150,491 | 148,558 |
| Current tax receivables | 16 | 1,154 | 130 | 482 | 1,782 | |||
| Banks - receivables from credit institutions and clients within one year |
903,709 | 903,709 | ||||||
| Banks - loans and advances to banks | 59,706 | 59,706 | ||||||
| Banks - loans and receivables | ||||||||
| (excl. fi nance leases) | 841,457 | 841,457 | ||||||
| Banks - cash balances with central banks | 2,546 | 2,546 | ||||||
| Cash and cash equivalents | 463,754 | 180,936 | 20,784 | 64 | 50,476 | 50,994 | 767,009 | |
| Time deposits for less than three months | 26,476 | 10,881 | 31,423 | 46,412 | 115,192 | |||
| Cash | 437,278 | 180,936 | 9,904 | 64 | 19,053 | 4,581 | 651,817 | |
| Deferred charges and accrued income | 26,781 | 4,490 | 2,303 | 1 | 1,007 | 479 | -139 | 34,921 |
| III. Assets held for sale | 11,544 | 11,544 | ||||||
| TOTAL ASSETS | 4,170,466 | 5,023,662 | 1,097,887 | 155,915 | 589,679 | 151,683 | -162,097 | 11,027,195 |
*We refer to Section 7 for more details regarding the Restated fi nancial statements 2013.
| (€ 1,000) | Segment 1 Marine Engineering & Infrastructure |
Segment 2 Private Banking |
Segment 3 Real Estate, Leisure & Senior Care |
Segment 4 Energy & Resources |
Segment 5 Development Capital |
Segment 6 AvH & subholdings |
Eliminations between segments |
Total 2013* |
|---|---|---|---|---|---|---|---|---|
| I. Total equity | 1,214,559 | 1,055,162 | 448,792 | 155,905 | 533,532 | -130,589 | 3,277,362 | |
| Shareholders' equity - group share | 750,480 | 862,213 | 214,081 | 154,793 | 400,565 | -130,593 | 2,251,539 | |
| Issued capital | 113,907 | 113,907 | ||||||
| Share capital | 2,295 | 2,295 | ||||||
| Share premium | 111,612 | 111,612 | ||||||
| Consolidated reserves | 755,878 | 855,721 | 213,732 | 164,782 | 403,678 | -253,084 | 2,140,707 | |
| Revaluation reserves | -5,398 | 6,493 | 349 | -9,989 | -3,113 | 27,276 | 15,616 | |
| Securities available for sale | 6,325 | 4,477 | 46 | 2,577 | 26,355 | 39,780 | ||
| Hedging reserves | -327 | -1,157 | -4,591 | -286 | -6,361 | |||
| Actuarial gains (losses) defi ned benefi t pension plans | -3,674 | -62 | -180 | -587 | 921 | -3,582 | ||
| Translation differences | -1,397 | 1,386 | 463 | -9,855 | -4,817 | -14,220 | ||
| Treasury shares (-) | -18,692 | -18,692 | ||||||
| Minority interests | 464,079 | 192,949 | 234,711 | 1,112 | 132,968 | 4 | 1,025,823 | |
| II. Non-current liabilities | 1,110,250 | 808,291 | 401,425 | 11,133 | 88,876 | -8,157 | 2,411,819 | |
| Provisions | 80,645 | 33 | 4,919 | 885 | 86,482 | |||
| Pension liabilities | 41,356 | 3,020 | 42 | 118 | 44,535 | |||
| Deferred tax liabilities* | 149,075 | 1,228 | 11,540 | 658 | 769 | 163,269 | ||
| Financial debts | 724,272 | 364,116 | 8,861 | 87,990 | -8,157 | 1,177,080 | ||
| Bank loans | 489,756 | 260,465 | 87,990 | 838,211 | ||||
| Bonds | 208,621 | 95,767 | 304,387 | |||||
| Subordinated loans | 483 | 7,690 | -5,000 | 3,173 | ||||
| Finance leases | 17,881 | 5 | 8,861 | 26,746 | ||||
| Other fi nancial debts | 7,531 | 189 | -3,157 | 4,563 | ||||
| Non-current hedging instruments | 16,427 | 3,938 | 18,568 | 38,933 | ||||
| Other amounts payable after one year | 98,476 | 5,964 | 2,283 | 687 | 107,411 | |||
| Banks - debts to credit institutions, clients & securities |
794,108 | 794,108 | ||||||
| Banks - deposits from credit institutions | 832 | 832 | ||||||
| Banks - deposits from clients | 715,368 | 715,368 | ||||||
| Banks - debt certifi cates including bonds | 8 | 8 | ||||||
| Banks - subordinated liabilities | 77,900 | 77,900 | ||||||
| III. Current liabilities | 1,845,657 | 3,160,208 | 247,670 | 9 | 45,014 | 193,396 | -153,940 | 5,338,014 |
| Provisions | 34,571 | 88 | 34,658 | |||||
| Pension liabilities | 208 | 208 | ||||||
| Financial debts | 340,089 | 215,656 | 1,380 | 188,584 | -149,491 | 596,218 | ||
| Bank loans | 134,407 | 77,684 | 212,091 | |||||
| Bonds | 100,000 | 100,000 | ||||||
| Finance leases | 4,006 | 7 | 1,380 | 5,393 | ||||
| Other fi nancial debts | 101,675 | 137,965 | 188,584 | -149,491 | 278,733 | |||
| Current hedging instruments | 16,499 | 1,877 | 18,376 | |||||
| Amounts due to customers under construction contracts |
180,073 | 14,109 | 194,181 | |||||
| Other amounts payable within one year | 1,221,232 | 24,823 | 20,773 | 7 | 26,179 | 3,993 | -1,980 | 1,295,027 |
| Trade payables | 1,025,726 | 5 | 10,094 | 7 | 17,092 | 778 | -980 | 1,052,723 |
| Advances received | 1,837 | 1,837 | ||||||
| Amounts payable regarding remuneration | 132,709 | 8,478 | 3,029 | 7,975 | 2,559 | 154,750 | ||
| and social security Other amounts payable |
60,960 | 16,340 | 7,650 | 1,112 | 655 | -1,000 | 85,717 | |
| Current tax payables | 9,072 | 6,365 | 905 | 350 | 8 | 16,701 | ||
| Banks - debts to credit institutions, | 3,123,241 | 3,123,241 | ||||||
| clients & securities | ||||||||
| Banks - deposits from credit institutions | 105,488 | 105,488 | ||||||
| Banks - deposits from clients | 2,883,169 | 2,883,169 | ||||||
| Banks - debt certifi cates including bonds | 128,011 | 128,011 | ||||||
| Banks - subordinated liabilities | 6,573 | 6,573 | ||||||
| Accrued charges and deferred income | 44,121 | 3,694 | 10,248 | 3 | 2,996 | 811 | -2,469 | 59,403 |
| IV. Liabilities held for sale | 0 | |||||||
| TOTAL EQUITY AND LIABILITIES | 4,170,466 | 5,023,662 | 1,097,887 | 155,915 | 589,679 | 151,683 | -162,097 | 11,027,195 |
*We refer to Section 7 for more details regarding the Restated fi nancial statements 2013.
| (€ 1,000) | Segment 1 | Segment 2 | Segment 3 | Segment 4 | Segment 5 & 6 |
Total | |
|---|---|---|---|---|---|---|---|
| Marine Engineering & Infrastructure |
Private Banking |
Real Estate, Leisure & Senior Care |
Energy & Resources |
AvH, subhold. & Development Capital |
Eliminations between segments |
2014 | |
| I. Cash and cash equivalents, opening balance | 463,754 | 180,936 | 20,784 | 64 | 101,470 | 767,009 | |
| Profi t (loss) from operating activities | 232,088 | 43,968 | 45,541 | -5 | -5,418 | -368 | 315,806 |
| Reclassifi cation 'Profi t (loss) on disposal of assets' to cash fl ow from divest ments |
-8,206 | -84 | -2,471 | -25,581 | -36,342 | ||
| Dividends from participations accounted for using the equity method | 1,357 | 30,603 | 200 | 6,536 | 38,696 | ||
| Other non-operating income (expenses) | 1,048 | 5,758 | 6,806 | ||||
| Income taxes | -61,771 | -15,712 | -2,397 | -8 | -2,247 | -82,136 | |
| Non-cash adjustments | |||||||
| Depreciation | 248,570 | 5,226 | 3,225 | 3,275 | 260,295 | ||
| Impairment losses | 5,131 | 3,484 | 3,113 | 28,068 | 39,797 | ||
| Share based payment | 14 | 1,560 | 1,019 | 699 | 3,291 | ||
| Profi t (loss) on assets/liabilities designated at fair value through profi t and loss |
-4,001 | -4,001 | |||||
| (Decrease) increase of provisions | 668 | 985 | 151 | 73 | 1,877 | ||
| (Decrease) increase of deferred taxes | 6,111 | 5,128 | -296 | 691 | 11,633 | ||
| Other non-cash expenses (income) | -1,110 | 1,637 | 610 | 591 | 1,727 | ||
| Cash fl ow | 423,899 | 82,552 | 44,494 | 186 | 6,685 | -368 | 557,449 |
| Decrease (increase) of working capital | 227,836 | -143,774 | -57,796 | -20 | -32,505 | 3,840 | -2,420 |
| Decrease (increase) of inventories and construction contracts | 54,222 | -74,229 | -32 | -20,039 | |||
| Decrease (increase) of amounts receivable | 10,608 | -731 | 578 | -23 | -33,959 | 3,840 | -19,688 |
| Decrease (increase) of receivables from credit institutions and clients (banks) |
-190,911 | -190,911 | |||||
| Increase (decrease) of liabilities (other than fi nancial debts) | 162,176 | -5,355 | 13,870 | 3 | 2,200 | 172,894 | |
| Increase (decrease) of debts to credit institutions, | 47,838 | 47,838 | |||||
| clients & securities (banks) | |||||||
| Decrease (increase) other | 830 | 5,385 | 1,985 | 1 | -715 | 7,485 | |
| Cash fl ow from operating activities | 651,735 | -61,222 | -13,302 | 166 | -25,820 | 3,472 | 555,029 |
| Investments | -202,575 | -595,415 | -74,195 | 0 | -18,488 | -890,673 | |
| Acquisition of intangible and tangible assets | -183,852 | -9,713 | -23,878 | -2,317 | -219,760 | ||
| Acquisition of investment property | -43,983 | -43,983 | |||||
| Acquisition of fi nancial fi xed assets | -6,527 | -193 | -6,334 | -5,770 | -18,824 | ||
| New amounts receivable | -12,197 | -55 | -1,359 | -13,611 | |||
| Acquisition of investments | -585,454 | -9,042 | -594,496 | ||||
| Divestments | 16,526 | 613,102 | 24,833 | 0 | 68,910 | 0 | 723,370 |
| Disposal of intangible and tangible assets | 13,626 | 286 | 59 | 64 | 14,035 | ||
| Disposal of investment property | 13,906 | 13,906 | |||||
| Disposal of fi nancial fi xed assets | 2,559 | 10,784 | 61,204 | 74,547 | |||
| Reimbursements of amounts receivable | 72 | 338 | 410 | ||||
| Disposal of investments | 341 | 612,816 | 12 | 7,304 | 620,473 | ||
| Cash fl ow from investing activities | -186,049 | 17,687 | -49,362 | 0 | 50,422 | -167,303 | |
| Financial operations | |||||||
| Interest received | 10,715 | 41 | 2,513 | 10 | 1,073 | -383 | 13,970 |
| Interest paid | -43,146 | -13,325 | -2,027 | 751 | -57,747 | ||
| Other fi nancial income (costs) | 4,643 | -8,385 | -10 | -1,994 | -5,746 | ||
| Decrease (increase) of treasury shares | -3,454 | -3,454 | |||||
| (Decrease) increase of fi nancial debts | -148,501 | 95,110 | -34,247 | -3,840 | -91,478 | ||
| Distribution of profi ts | -56,361 | -56,361 | |||||
| Dividends paid to minority interests | -30,590 | -39,993 | -14,321 | 47,051 | -37,853 | ||
| Cash fl ow from fi nancial activities | -206,879 | -39,951 | 61,592 | 0 | -49,960 | -3,472 | -238,670 |
| II. Net increase (decrease) in cash and cash equivalents | 258,806 | -83,487 | -1,072 | 166 | -25,357 | 149,056 | |
| Transfer between segments | 39 | 2,000 | -2,039 | 0 | |||
| Change in consolidation scope or method | 2,362 | 2,259 | 4,620 | ||||
| Impact of exchange rate changes on cash and cash equivalents | 1,819 | -303 | 24 | -1 | 1,540 | ||
| III. Cash and cash equivalents - ending balance | 726,780 | 97,450 | 23,668 | 255 | 74,073 | 922,226 |
| (€ 1,000) | Segment 1 | Segment 2 | Segment 3 | Segment 4 | Segment 5 & 6 |
Total | |
|---|---|---|---|---|---|---|---|
| Marine Engineering & Infrastructure |
Private Banking |
Real Estate, Leisure & Senior Care |
Energy & Resources |
AvH, subhold. & Development Capital |
Eliminations between segments |
2013 | |
| I. Cash and cash equivalents, opening balance | 18,646 | 24,607 | 26,743 | 243 | 101,546 | 171,784 | |
| Profi t (loss) from operating activities | 5,098 | 44,144 | 40,450 | -5,469 | 34,708 | -156 | 118,775 |
| Reclassifi cation 'Profi t (loss) on disposal of assets' to cash fl ow from divest | -197 | -1,933 | -752 | -46,012 | -48,894 | ||
| ments Dividends from participations accounted for using the equity method |
183 | 20,546 | 1,661 | 24,591 | 46,980 | ||
| Other non-operating income (expenses) | 109,399 | 109,399 | |||||
| Income taxes | -1,712 | -15,255 | -2,724 | -6 | -1,288 | -20,985 | |
| Non-cash adjustments | |||||||
| Depreciation | 4,391 | 4,332 | 1,857 | 3,083 | 13,663 | ||
| Impairment losses | 284 | 1,514 | 3,543 | 5,537 | 6,081 | 16,958 | |
| Share based payment | 29 | 683 | 221 | 428 | 1,362 | ||
| Profi t (loss) on assets/liabilities designated at fair value through profi t and | -64 | -883 | -12 | -960 | |||
| loss | |||||||
| (Decrease) increase of provisions | 220 | 318 | -561 | -23 | |||
| (Decrease) increase of deferred taxes | 236 | 5,361 | 1,883 | 11 | 7,491 | ||
| Other non-cash expenses (income) | -93 | 7,328 | 382 | -109,014 | -101,397 | ||
| Cash fl ow | 8,218 | 66,876 | 44,294 | 1,724 | 21,414 | -156 | 142,369 |
| Decrease (increase) of working capital | 208 -1,104 |
264,856 | -12,334 8,015 |
2,066 | 4,113 -318 |
-37 | 258,873 6,593 |
| Decrease (increase) of inventories and construction contracts Decrease (increase) of amounts receivable |
-80 | -4,331 | -14,334 | 2,107 | 3,980 | -37 | -12,695 |
| Decrease (increase) of receivables from credit institutions | |||||||
| and clients (banks) | -139,703 | -139,703 | |||||
| Increase (decrease) of liabilities (other than fi nancial debts) | 1,514 | -2,441 | 149 | -38 | -506 | -1,322 | |
| Increase (decrease) of debts to credit institutions, clients & securities (banks) |
411,402 | 411,402 | |||||
| Decrease (increase) other | -121 | -71 | -6,164 | -3 | 958 | -5,402 | |
| Cash fl ow from operating activities | 8,426 | 331,732 | 31,960 | 3,790 | 25,527 | -193 | 401,242 |
| Investments | -144,631 | -532,508 | -147,060 | -1,433 | -63,943 | 5,000 | -884,575 |
| Acquisition of intangible and tangible assets | -6,454 | -6,867 | -24,323 | -2,235 | -39,879 | ||
| Acquisition of investment property | -101,873 | -101,873 | |||||
| Acquisition of fi nancial fi xed assets | -137,990 | -1,160 | -20,864 | -1,433 | -3,818 | -165,265 | |
| New amounts receivable | -187 | -34 | -1 | -57,490 | 5,000 | -52,712 | |
| Acquisition of investments | -524,447 | -399 | -524,846 | ||||
| Divestments | 385 | 388,274 | 30,367 | 0 | 135,657 | 554,683 | |
| Disposal of intangible and tangible assets Disposal of investment property |
361 | 126 | 1,011 28,915 |
110 | 1,608 28,915 |
||
| Disposal of fi nancial fi xed assets | 24 | 99 | 106,944 | 107,067 | |||
| Reimbursements of amounts receivable | 28,325 | 28,325 | |||||
| Disposal of investments | 388,148 | 342 | 278 | 388,768 | |||
| Cash fl ow from investing activities | -144,246 | -144,234 | -116,693 | -1,433 | 71,715 | 5,000 | -329,892 |
| Financial operations | |||||||
| Interest received | 143 | 25 | 2,404 | 13 | 1,148 | -68 | 3,665 |
| Interest paid | -854 | -10,139 | -1,197 | 224 | -11,966 | ||
| Other fi nancial income (costs) | 96 | -5,684 | -4 | -2,958 | -8,551 | ||
| Decrease (increase) of treasury shares | -3,048 | -3,048 | |||||
| (Decrease) increase of fi nancial debts | -2,372 | 50,064 | 88,915 | -4,963 | 131,644 | ||
| Distribution of profi ts | -1,174 | -31,193 | -12,491 | -3,800 | -55,349 25,367 |
-55,349 -23,290 |
|
| Dividends paid to minority interests Cash fl ow from fi nancial activities |
-4,161 | -31,168 | 24,155 | -3,791 | 52,879 | -4,807 | 33,106 |
| II. Net increase (decrease) in cash and cash equivalents | -139,981 | 156,330 | -60,578 | -1,435 | 150,120 | 104,456 | |
| Transfer between segments | 137,990 | 10,942 | 1,264 | -150,196 | 0 | ||
| Change in consolidation scope or method | 447,099 | 1,235 | 448,334 | ||||
| Capital increase Leasinvest Real Estate (minorities) | 41,976 | 41,976 | |||||
| Impact of exchange rate changes on cash and cash equivalents | 467 | -8 | 459 | ||||
| III. Cash and cash equivalents - ending balance | 463,754 | 180,936 | 20,784 | 64 | 101,470 | 767,009 |
| (€ 1,000) | 2013 | Goodwill allocation DEME (1) |
Reclassifi cations (2) | Restated 2013 |
|---|---|---|---|---|
| I. Non-current assets | 6,936,411 | 54,070 | 93,461 | 7,083,942 |
| Intangible assets | 33,437 | 92,527 | 125,964 | |
| Goodwill | 436,967 | -111,535 | -3,377 | 322,054 |
| Tangible assets | 1,680,703 | 50,476 | 1,731,180 | |
| Investment property | 700,247 | 700,247 | ||
| Participations accounted for using the equity method |
1,136,991 | 19,547 | 8,471 | 1,165,009 |
| Financial fi xed assets | 299,280 | 299,280 | ||
| Available for sale fi nancial fi xed assets | 83,184 | 68,087 | 151,271 | |
| Receivables and warranties | 216,096 | -68,087 | 148,009 | |
| Non-current hedging instruments | 2,340 | 2,340 | ||
| Amounts receivable after one year | 122,010 | 7,851 | 129,861 | |
| Trade receivables | 44 | 44 | ||
| Finance lease receivables | 113,106 | 113,106 | ||
| Other receivables | 8,860 | 7,851 | 16,710 | |
| Deferred tax assets | 58,146 | 3,054 | 80,517 | 141,717 |
| Banks - receivables from credit institutions and clients after one year |
2,466,291 | 2,466,291 | ||
| II. Current assets | 3,939,559 | -7,851 | 3,931,709 | |
| Inventories | 137,466 | 137,466 | ||
| Amounts due from customers under construction contracts |
177,964 | 177,964 | ||
| Investments | 665,262 | 665,262 | ||
| Available for sale fi nancial assets | 664,908 | 664,908 | ||
| Financial assets held for trading | 354 | 354 | ||
| Current hedging instruments | 12,150 | 12,150 | ||
| Amounts receivable within one year | 1,239,296 | -7,851 | 1,231,445 | |
| Trade debtors | 1,101,082 | -60,202 | 1,040,880 | |
| Finance lease receivables | 42,007 | 42,007 | ||
| Other receivables | 96,207 | 52,351 | 148,558 | |
| Current tax receivables | 1,782 | 1,782 | ||
| Banks - receivables from credit institutions and clients within one year |
903,709 | 903,709 | ||
| Cash and cash equivalents | 767,009 | 767,009 | ||
| Time deposits for less than three months | 115,192 | 115,192 | ||
| Cash | 651,817 | 651,817 | ||
| Deferred charges and accrued income | 34,921 | 34,921 | ||
| III. Assets held for sale | 11,544 | 11,544 | ||
| TOTAL ASSETS | 10,887,514 | 54,070 | 85,611 | 11,027,195 |
(1) We refer to Section 8.2 Business combinations for more information regarding goodwill allocation DEME.
(2) The full consolidation of DEME and CFE gave rise to some reclassifi cations. The most important is the restatement of the breakdown of deferred taxes by entity of DEME (effect is limited to an increase in the balance sheet items 'Deferred tax assets and liabilities' to the amount of 80 million euros).
| (€ 1,000) | 2013 | Goodwill allocation DEME (1) |
Reclassifi cations (2) | Restated 2013 |
|---|---|---|---|---|
| I. Total equity | 3,277,362 | 3,277,362 | ||
| Shareholders' equity - group share | 2,251,539 | 2,251,539 | ||
| Issued capital | 113,907 | 113,907 | ||
| Share capital | 2,295 | 2,295 | ||
| Share premium | 111,612 | 111,612 | ||
| Consolidated reserves | 2,140,707 | 2,140,707 | ||
| Revaluation reserves | 15,616 | 15,616 | ||
| Securities available for sale | 39,780 | 39,780 | ||
| Hedging reserves | -6,361 | -6,361 | ||
| Actuarial gains (losses) defi ned benefi t pension plans | -3,582 | -3,582 | ||
| Translation differences | -14,220 | -14,220 | ||
| Treasury shares (-) | -18,692 | -18,692 | ||
| Minority interests | 1,025,823 | 1,025,823 | ||
| II. Non-current liabilities | 2,272,138 | 54,070 | 85,611 | 2,411,819 |
| Provisions | 81,388 | 5,093 | 86,482 | |
| Pension liabilities | 44,535 | 44,535 | ||
| Deferred tax liabilities | 37,664 | 45,088 | 80,517 | 163,269 |
| Financial debts | 1,168,098 | 8,982 | 1,177,080 | |
| Bank loans | 838,211 | 838,211 | ||
| Bonds | 295,405 | 8,982 | 304,387 | |
| Subordinated loans | 3,173 | 3,173 | ||
| Finance leases | 26,746 | 26,746 | ||
| Other fi nancial debts | 4,563 | 4,563 | ||
| Non-current hedging instruments | 38,933 | 38,933 | ||
| Other amounts payable after one year | 107,411 | 107,411 | ||
| Banks - debts to credit institutions, clients & securities |
794,108 | 794,108 | ||
| III. Current liabilities | 5,338,014 | 5,338,014 | ||
| Provisions | 34,658 | 34,658 | ||
| Pension liabilities | 208 | 208 | ||
| Financial debts | 596,218 | 596,218 | ||
| Bank loans | 212,091 | 212,091 | ||
| Subordinated loans | 100,000 | 100,000 | ||
| Finance leases | 5,393 | 5,393 | ||
| Other fi nancial debts | 278,733 | 278,733 | ||
| Current hedging instruments | 18,376 | 18,376 | ||
| Amounts due to customers under construction contracts |
194,181 | 194,181 | ||
| Other amounts payable within one year | 1,295,027 | 1,295,027 | ||
| Trade payables | 1,052,723 | 1,052,723 | ||
| Advances received on construction contracts | 1,837 | 1,837 | ||
| Amounts payable regarding remuneration and social security | 154,750 | 154,750 | ||
| Other amounts payable | 85,717 | 85,717 | ||
| Current tax payables | 16,701 | 16,701 | ||
| Banks - debts to credit institutions, | 3,123,241 | 3,123,241 | ||
| clients & securities | ||||
| Accrued charges and deferred income | 59,403 | 59,403 | ||
| IV. Liabilities held for sale | 0 | 0 | ||
| TOTAL EQUITY AND LIABILITIES | 10,887,514 | 54,070 | 85,611 | 11,027,195 |
(1) We refer to Section 8.2 Business combinations for more information regarding goodwill allocation DEME.
(2) The full consolidation of DEME and CFE gave rise to some reclassifi cations. The most important is the restatement of the breakdown of deferred taxes by entity of DEME (effect is limited to an increase in the balance sheet items 'Deferred tax assets and liabilities' to the amount of 80 million euros).
The consolidated financial statements of Ackermans & van Haaren are prepared in accordance with the International Financial Reporting Standards (IFRS) and IFRIC interpretations effective on 31 December 2014, as approved by the European Commission. The applied accounting principles have not changed since the end of 2013, except for IFRS 10, 11 and 12. IFRS 10 "Consolidated Financial Statements", IFRS 11 "Joint Arrangements" and IFRS 12 "Disclosure of Interests in Other Entities" became effective as of 1 January 2014. The application of IFRS 10 and IFRS 11 has no impact on the consolidation scope of AvH, since the control or joint control defined by AvH is already in line with the amended IFRS rules. Furthermore, from the first-time application of IFRS, AvH has always used the equity method to account for the jointly controlled subsidiaries, based on the option offered by IAS 31.
In pursuance of the agreement that AvH and Vinci concluded on 19 September 2013, AvH acquired exclusive control over CFE, and therefore also over DEME, on 24 December 2013. AvH acquired 15,288,662 CFE shares, representing 60.39% of the capital, by:
the acquisition from Vinci by private transaction of 3,066,440 CFE shares at a price of 45 euros per share; and
a capital increase in kind to the amount of 550 million euros, as part of which AvH contributed 2,269,050 DEME shares to CFE, in exchange for 12,222,222 newly issued CFE shares, each new share being subscribed for at an issue price of 45 euros.
Following those two transactions, AvH acquired a 60.39% controlling interest in CFE. As a result of those transactions, AvH's joint controlling interest in DEME (50%) also evolved to a controlling interest of 60.39%. Vinci retained a 12.1% interest in CFE after the above-mentioned transactions.
As a result of the acquisition of control as of 24 December 2013, AvH fully consolidated the balance sheets of CFE, DEME, Rent-A-Port and Rent-A-Port Energy in its financial statements for 2013. Given the fact that the acquisition of control took place just a few calendar days before the year-end, the increased shareholding percentage in those companies only affected the income statement from 1 January 2014 onwards.
This acquisition of control complies with the definition of a business combination in accordance with IFRS 3 "Business combinations". The historical 50% interest in DEME was revalued, with a positive impact in the income statement, i.e. the difference between the carrying value and 550 million euros, which is the value at which the stake in DEME is contributed to CFE. The goodwill on that transaction must then be allocated as much as possible to the identifiable assets of CFE, DEME, Rent-A-Port and Rent-A-Port Energy.
The implementation of this IFRS standard involved:
| Impact on result (€ 1,000) | |
|---|---|
| Revaluation of the initial 50% in DEME | 550,000 |
| Carrying value DEME year-end 2013 | 440,601 |
| 109,399 |
The transaction price of 687.9 million euros comprised 550 million euros as the contribution value of 50% DEME shares to CFE (no cash expenditure) and 138 million euros paid to Vinci for the purchase of 3,066,440 CFE shares at 45 euros per share.
The full consolidation of CFE, DEME, Rent-A-Port and Rent-A-Port Energy resulted in the recognition of a goodwill of 252.3 million euros on DEME and a provision for contingent liabilities of 60.3 million euros in connection with the other activities of CFE.
In the course of 2014, Ackermans & van Haaren allocated this goodwill of 252.3 million euros as much as possible to identifiable assets (and liabilities).
The full consolidation of CFE (including DEME) and the increased stakes in Rent-A-Port and Rent-A-Port Energy were recorded AvH's consolidated financials as follows, based on figures of CFE on 31 December 2013 which were adapted to the AvH valuation rules with respect to the presentation (equity method) of joint controlling interests:
| Non-current assets | 2,109,212 |
|---|---|
| Current assets | 1,766,608 |
| Total assets | 3,875,820 |
| Equity - group share | 1,193,154 |
| Minority interests | 8,064 |
| Non-current liabilities | 885,549 |
| Current liabilities | 1,789,054 |
| Total equity and liabilities | 3,875,820 |
| Total assets | 3,875,820 |
| Total liabilities | -2,674,602 |
| Minority interests | -8,064 |
| Net assets | 1,193,154 |
| Exclusion of actuarial losses 'Defi ned benefi t pension plans', translation differences & hedging reserves (1) | 6,308 |
| Adjusted net assets | 1,199,461 |
| DEME | Rent-A-Port | Rent-A-Port Energy |
CFE other activities |
Total | |
|---|---|---|---|---|---|
| Net assets per 31-12-2013 | 847,701 | 23,792 | 2,439 | 87,641 | |
| Goodwill DEME in consolidated balance sheet CFE | 252,299 | 0 | 0 | 0 | |
| Total net assets | 1,100,000 | 23,792 | 2,439 | 87,641 | |
| Benefi cial interest % CFE | 100% | 45.00% | 45.61% | 100% | |
| 1,100,000 | 10,707 | 1,112 | 87,641 | 1,199,461 | |
| Benefi cial interest % AvH | 60.39% | 60.39% | 60.39% | 60.39% | 60.39% |
| 664,344 | 6,466 | 672 | 52,931 | 724,414 |
| Total net assets (100% including goodwill on DEME in consolidated balance sheet CFE) | 1,199,461 |
|---|---|
| - Provision for contingent liabilities in connection with other activities of CFE | -60,309 |
| Total net assets (100% basis) | 1,139,152 |
| Transaction price (60.39%) | 687,990 |
(1) Translation differences, actuarial losses on 'Defined benefit pension plans' and hedging reserves were excluded. This did not give rise to a material misstatement of the goodwill.
AvH has opted to apply the "full goodwill" method to this business combination.
The acquisition of control over CFE and the reporting thereof as described above led to the recognition of a goodwill of 252.3 million euros on DEME and a contingent liability for risks of 60.3 million euros in connection with the other activities of CFE. Potential risks have been identified in both the construction and real estate development activities.
After valuing the identifiable assets and liabilities at fair value (as per IFRS 3), DEME's restated balance sheet on 31 December 2013 as included in the AvH consolidated financial statements is as follows:
| (€ 1.000) | 2013 | Revaluation | 2013 Restated |
|---|---|---|---|
| Intangible assets | 8.578 | 8.578 | |
| Trade names | 15,178 | 15,178 | |
| Databases and related tools | 69,349 | 69,349 | |
| Order book | 8,000 | 8,000 | |
| Goodwill | 16,559 | 140,764 | 157,323 |
| Tangible assets | 1,447,274 | 50,476 | 1,497,750 |
| Financial assets (fi xed and current) | 122,128 | 19,547 | 141,675 |
| Amounts receivable after one year | 7,851 | 7,851 | |
| Deferred tax assets and (liabilities) | 26,589 | -42,034 | -15,445 |
| Net working capital (incl. accrued and deferred items) | -170,593 | -170,593 | |
| Cash and cash equivalents | 309,986 | 309,986 | |
| Financial debts (current and non-current) | -851,890 | -8,982 | -860,872 |
| Hedging instruments (current and non-current) | -19,642 | -19,642 | |
| Provisions and pension liablities | -37,754 | -37,754 | |
| Minorities | -11,385 | -11,385 | |
| Equity | 847,701 | 252,299 | 1,100,000 |
On 11 February 2014, as a result of exceeding the 30% threshold of the voting shares of CFE, AvH launched a mandatory public bid for all publicly held CFE shares. The public bid was launched at the same price as the issue price of the capital increase of CFE, i.e. 45 euros per share. As was expected, only a limited number of shares were offered at the closing of the bid on 5 March 2014.
On 30 June 2014, Sofinim entered into an agreement with NMC to sell (to NMC) Sofinim's entire stake in that company. Accordingly, the stake in NMC was deconsolidated as of 30/06/2014.
Following the acquisition of treasury shares by Hertel, Sofinim's shareholding percentage increased by 1.45% to 47.99% of the ordinary shares.
As in 2013, Sofinim opted to acquire new Atenor shares as part of Atenor's choice dividend. These newly acquired shares are not included in the consolidation, and are reported under financial assets available for sale.
In July PAI Partners acquired a majority stake in Euro Media Group (EMG). Sofinim retained its share in the EMG group and has a 22.5% interest in Financière EMG, the new entity that controls Euro Media Group.
| (€ 1,000) | 2014 | 2013 |
|---|---|---|
| Participations accounted for using the equity method | ||
| Marine Engineering & Infrastructure | 171,350 | 164,016 |
| Private Banking | 534,353 | 479,396 |
| Real Estate, Leisure & Senior Care | 97,887 | 97,867 |
| Energy & Resources | 183,030 | 152,153 |
| Development Capital | 208,497 | 268,132 |
| AvH & subholdings | 4,025 | 3,445 |
| Total | 1,199,141 | 1,165,009 |
Ackermans & van Haaren is active in several segments, each (more or less) cyclically sensitive : dredging & infrastructure, oil & energy markets (DEME, Rent-A-Port), construction (CFE, Van Laere), evolution on the stock exchange and interest rates (Delen Private Bank, JM Finn & Co and Bank J.Van Breda & C°), real estate and interest rates evolution (Extensa & Leasinvest Real Estate), seasonal patterns (Groupe Financière Duval) and evolution of commodity prices (Sipef, Sagar Cements). Also the segments in which the Development Capital participations are active (ICT & Engineering, Real Estate Development, Retail & Distribution en Media & Printing), are confronted with seasonal or cyclical activities.
| I. Continued and discontinued operations | 2014 | 2013 |
|---|---|---|
| Net consolidated profi t, share of the group (€ 1,000) | 215,125 | 293,901 |
| Weighted average number of shares (1) | 33,124,870 | 33,138,392 |
| Basic earnings per share (€) | 6.49 | 8.87 |
| Net consolidated profi t, share of the group (€ 1,000) | 215,125 | 293,901 |
| Weighted average number of shares (1) | 33,124,870 | 33,138,392 |
| Impact stock options | 144,427 | 63,128 |
| Adjusted weighted average number of shares | 33,269,297 | 33,201,520 |
| Diluted earnings per share (€) | 6.47 | 8.85 |
| II. Continued activities | 2014 | 2013 |
| Net consolidated profi t from continued activities, share of the group (€ 1,000) | 215,125 | 293,901 |
| Weighted average number of shares (1) | 33,124,870 | 33,138,392 |
| Basic earnings per share (€) | 6.49 | 8.87 |
| Net consolidated profi t from continued activities, share of the group (€ 1,000) | 215,125 | 293,901 |
| Weighted average number of shares (1) | 33,124,870 | 33,138,392 |
| Impact stock options | 144,427 | 63,128 |
| Adjusted weighted average number of shares | 33,269,297 | 33,201,520 |
(1) Based on number of shares issued, adjusted for treasury shares in portfolio.
In 2014, AvH sold 34,500 treasury shares and purchased 56,000 shares as part of the stock option plan for its personnel. As at December 31, 2014, there were a total of 345,000 stock options outstanding. To hedge that obligation, AvH (together with subsidiary Brinvest) had a total of 380,000 shares in portfolio.
In addition, 694,218 AvH shares were purchased and 694,699 AvH shares sold in 2014 as part of the agreement that AvH had concluded with Kepler Cheuvreux to support the liquidity of the AvH share. Kepler Cheuvreux acts entirely autonomously in those transactions, but as they are carried out on behalf of AvH, the net sale of 481 AvH shares in this context has an impact on AvH's equity.
| Treasury shares as part of the stock option plan |
2014 | 2013 |
|---|---|---|
| Opening balance | 358,500 | 355,500 |
| Acquisition of treasury shares | 56,000 | 75,000 |
| Disposal of treasury shares | -34,500 | -72,000 |
| Ending balance | 380,000 | 358,500 |
| Treasury shares as part of the liquidity contract |
2014 | 2013 |
|---|---|---|
| Opening balance | 3,025 | 0 |
| Acquisition of treasury shares | 694,218 | 183,287 |
| Disposal of treasury shares | -694,699 | -180,262 |
| Ending balance | 2,544 | 3,025 |
As at December 31, 2014, AvH owned an interest in Groupe Flo of which the carrying value is higher than the fair value. Groupe Flo incurred substantial losses in 2014 due, among other things, to the recognition of impairments. AvH's participation in Groupe Flo is a long-term investment, which includes a representation of AvH on the board of directors. In addition, the new management of Groupe Flo has announced a restructuring plan that should restore profitability and shareholder value. In this context, AvH has, in addition to its share in Groupe Flo's loss for the year, reduced the value of its participation to the (discounted) future value which should emerge from the implementation of the plan.
Through Sofinim, AvH has a 22.5% interest in Financière EMG, the new entity that controls Euro Media Group. In the second half of 2014, the ownership structure of EMG changed radically with the entry of PAI as new reference shareholder. Sofinim maintained its participation and endorses the business plan that was formulated when the new shareholder arrived. AvH recognized an impairment in the annual figures of 2014 in addition to its share in the loss of Financière EMG.
The two items together have an impact on the result of 22.9 million euros (group share 20.3 million euros).
AvH derecognized 7.5 million euros (group share 4.5 million euros) worth of contingent liabilities relating to its stake in CFE, since those contingent liabilities were now reported in CFE's own financial statements or related to assets that have been sold in the meantime.
• On January 16, 2015, Extensa Group (AvH 100%) announced the acquisition of 100% of the companies that own the Tour & Taxis site in Brussels, through the acquisition of the remaining 50% of the shares from its joint venture partners IRET and Royal Property Group. Extensa expects that the recognition of this transaction in 2015 will have a positive impact of approximately 40 million euros on the result.
• On January 26, 2015, AvH announced the takeover of Financière Duval's stake (70%) in Residalya. Residalya has 1,992 beds in operation, spread over 25 retirement homes in France. AvH will swap its shares in Holding Groupe Duval (50%, beneficial 41.14% of Groupe Financière Duval) for a 53.5% stake in Patrimoine & Santé (owner of the real estate of 22 retirement homes operated by Residalya). AvH will initially acquire a 37.2% interest in Patrimoine & Santé in 2015.
• At the beginning of 2015, DEME won several new contracts worldwide, the Tuas project in Singapore being the most important. On February 16, it was announced that those new orders represent a total worth of around 1.6 billion euros. On January 15, DEME had already announced its investment in two new vessels to strengthen its position in the offshore energy market.
• At the end of 2014, CFE announced the transfer of the road-building operations of Aannemingen Van Wellen, while the construction activities in the CFE group continue under the name Atro Bouw. This sale will result in a capital gain of approximately 10 million euros for CFE.
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