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Ackermans & van Haaren NV — Interim / Quarterly Report 2012
Aug 24, 2012
3903_ir_2012-08-24_a31f642d-4cce-447d-a34a-8a83a01b2dc6.pdf
Interim / Quarterly Report
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The half-yearly financial report, in accordance with, article 13 of the Royal Decree of 14 November 2007
This report contains:
- a half-yearly annual report concerning the major events which occurred during the first six months of the year, a description of the main risks and uncertainties about the remaining months of the year as well as, if applicable, an overview of the major related parties transactions;
- the condensed consolidated financial statements relating the first six months of the year, issued in accordance with IAS 34;
- information on the external audit;
- a declaration on behalf of the company on the condensed financial statements and the half-yearly annual report.
Antwerp, 24 August 2012
HALF-YEARLY FINANCIAL REPORT 2012
Ackermans & van Haaren
The board of directors of Ackermans & van Haaren NV announces that the consolidated net result (group share) for the first half of 2012 amounts to 67.8 million euros (compared to 93.4 million euros at the end of June 2011). If the non-recurring profit of 27.9 million euros of Bank J.Van Breda & Co that was included in the results for the first half of 2011 is not taken into account, AvH achieved a slight increase (+3.5%) in its half-year results with this profit of 67.8 million euros, despite a challenging economic environment.
- • Both Delen Private Bank and Bank J.Van Breda & Co recorded strong results. Both banks have increased their assets under management to a new record level.
- • The results for the dredging company DEME are still affected by the weaker first quarter of 2012, when several sites were still in a start-up phase and a number of major vessels from the fleet were under maintenance or being repaired. Boosted by important new contracts and a record order book amounting to 3,446 million euros, DEME is anticipating a period of very high activity.
- • The absence of profits from the promotion activities at Extensa and the very seasonal result of Groupe Fi-
nancière Duval's tourism activities, resulted in a negative contribution from the Real Estate, Leisure & Senior Care segment in the first half-year.
- • Due to the lower market prices for palm oil and rubber, as well as increasing costs in Indonesia and Papua New Guinea, the results of Sipef were lower than the previous year.
- • The contribution from the Development Capital activity shows a satisfactory increase thanks to the recovery in the results of group companies. Moreover, AvH achieved capital gains of 2.0 million euros on the sale of its participation in Alural Belgium, and as a result of an earn-out on the sale of Engelhardt Druck in 2010.
| (€ mio) | 30.06.2012 | 30.06.2011 |
|---|---|---|
| Marine Engineering & Infrastructure | 17.4 | 20.5 |
| Private Banking | 36.7 | 59.3 |
| Real Estate, Leisure & Senior Care | -4.9 | -0.8 |
| Energy & Resources | 7.9 | 9.4 |
| Development Capital | 9.8 | 3.1 |
| Result of the participations | 66.9 | 91.5 |
| Capital gains development capital | 2.0 | 0.3 |
| Result of the participations (incl. capital gains) |
68.9 | 91.8 |
| AvH & subholdings | -0.5 | 1.4 |
| Other non-recurrent results | -0.6 | 0.2 |
| Consolidated net result | 67.8 | 93.4 |
Breakdown of the consolidated net result (part of the group) - IFRS
General comments on the figures
- • The AvH equity (group share) amounted to 1,904.2 million euros on 30 June 2012, which corresponds to 56.85 euros per share. As at 31.12.2011, the equity stood at 1,882.6 million euros or 56.20 euros per share. It should be noted that AvH paid out a dividend of 1.64 euros per share at the beginning of June 2012, resulting in a decrease in equity by 54.3 million euros.
- • AvH had a positive net treasury of 11.6 million euros at the end of June 2012. The decrease in this treasury position is explained by i) AvH's payment of dividends to its shareholders at the beginning of June 2012, whereas AvH itself is still expecting payment of significant dividends in the course of the third quarter of 2012 (timing-effect), and ii) the investments made in the course of the first 6 months of 2012 which amounted to approximately 37 million euros.
- • AvH invested approximately 37 million euros in its existing portfolio during the first semester of 2012: an additional 25 million euros was invested in Hertel; the capital of Anima Care, amounting to 6.5 million euros, was further paid up in order to finance the expansion of the retirement home portfolio, and AvH increased its stake in Groupe Financière Duval by 1.96%. Through a joint entity (50/50), AvH and coshareholder Eric Duval now hold a total participation of 82.28%.
- • AvH further streamlined its portfolio by the sale of its participation in Alural Belgium (60% through Sofinim) and Gulf Lime (35%), and the sale of 2% of its interest in Koffie Rombouts (remaining interest 12%). Due to the achievement of the projected results, an earn-out was received on the sale of Engelhardt Druck (97.5% via Sofinim) to the German industrial
printer Rahning, which was concluded in December 2010.
• As at 30 June 2012, the treasury of AvH consisted of 38.8 million euros in short term investments (including treasury shares) and 38.7 million euros in shortterm debt in the form of commercial paper, in addition to cash and short-term deposits. This amount does not take into account the credit lines that are available to AvH, and which in fact had not been used as at 30 June 2012.
Outlook 2012
The board of directors of Ackermans & van Haaren remains of the opinion that the group is well positioned for the current year, but continues to point out the uncertainty regarding the economic development in many countries where AvH and its participations are present. In the coming months, AvH will continue to monitor the market for opportunities on both the investment and divestment side. AvH has reached an agreement in principle regarding the sale of her participation in AR Metallizing. The closing of the transaction is subject to a limited number of conditions. More details on the financials of the transaction will be disclosed at that moment.
Key figures - consolidated balance sheet
| (€ mio) | 30.06.2012 | 31.12.2011 |
|---|---|---|
| Net equity (part of the group – before allocation of profit) | 1,904.2 | 1,882.6 |
| Net cash position of AvH & subholdings | 11.6 | 73.0 |
Key figures per share
| (€) | 30.06.2012 | 31.12.2011 |
|---|---|---|
| Number of shares | 33,496,904 | 33,496,904 |
| Net result per share | ||
| Basic | 2.05 | 5.36 |
| Diluted | 2.04 | 5.35 |
| Gross dividend | 1.64 | |
| Net dividend | ||
| Ordinary | 1.2300 | |
| VVPR | 1.2956 | |
| Net equity per share | 56.85 | 56.20 |
| Stock price | ||
| Highest | 65.09 | 71.72 |
| Lowest | 56.50 | 50.57 |
| Closing price (31 December) | 61.90 | 57.64 |
Marine Engineering & Infrastructure
The results for DEME are still affected by the weaker first quarter of 2012, when several sites were still in a start-up phase and a number of major vessels from the fleet were under maintenance or being repaired. Boosted by important new contracts and a record order book amounting to 3,446 million euros, DEME is anticipating a period of very high activity.
Contribution to the AvH consolidated net result
| (€ mio) | 1H12 | 1H11 |
|---|---|---|
| DEME | 13.9 | 20.5 |
| Algemene Aannemingen Van Laere |
1.8 | 0.8 |
| Rent-A-Port | 1.3 | -1.5 |
| Nationale Maatschappij der Pijpleidingen |
0.4 | 0.7 |
| Marine Engineering & Infrastructure |
17.4 | 20.5 |
DEME
Thanks to its strong international presence and a diversified order book, DEME (AvH 50%) succeeded in realizing an increase in turnover to 904 million euros in the first half of the year (1H11: 826 million euros). The EBITDA increased to 144.6 million euros (1H11:
| DEME: Turnover 2008-1H12 | |
|---|---|
| Capital dredging | Environmental works |
| Maintenance dredging | Marine works |
Fallpipe and landfalls
(€ mio) 1,800 1,600 1,400 1,200 1,000 800 600 400 200 0 2008 2009 2010 2011 1H12 138.2 million euros), but the net profit decreased to 27.7 million euros (1H11: 41.0 million euros). As a result of increased personnel costs (> 4,000 employees at 30/6/2012), higher depreciations and some difficult small projects, DEME was unable – despite a markedly better second quarter – to make up the ground that was lost in 1Q12 due to maintenance and repair works to the fleet and the corresponding lower capacity utilization. Moreover, a number of major projects that were acquired recently will only contribute fully to the results
DEME
| (€ mio) | 1H12 | 1H11 |
|---|---|---|
| Turnover | 904.1 | 825.5 |
| EBITDA | 144.6 | 138.2 |
| Net result | 27.7 | 41.0 |
| Equity | 715.9 | 674.0 |
| Net financial position | -740.7 | -602.3 |
DEME: Order book 2008-1H12
Benelux Middle East and India Other
Europe Asia Pacific
from the next financial year onwards, as they have not yet been started up or are still in an initial phase.
DEME won several major orders in the first six months. Medco (DEME 44%) signed the New Port Project in Qatar (total value 941 million euros), and the Wheatstone LNG project of Chevron in Australia (total value 916 million euros) was approved. In addition, GeoSea, specializing in offshore constructions, was awarded a contract for the construction and installation of the foundations for the Northwind offshore wind turbine project off the Belgian coast (turnover in excess of 230 million euros). The order book amounted to 3,446 million euros at the end of the semester (2,404 million euros at the end of 2011).
As part of the investment programme, the 'Neptune' (a DP2 "dynamic positioning" jack-up vessel) and the 'Ambiorix' (a self-propelled rock cutter dredger) were launched and put into service in the first half of 2012. Furthermore, the backhoe dredger 'Peter the Great' is carrying out its test runs. The implementation of the investment programme, which includes the "special-purpose jack-up" vessel 'Innovation' that will be baptised and put into service in early September 2012, partly accounts for the growth in net financial debt to 740.7 million euros at 30/6/2012.
Algemene Aannemingen Van Laere
Algemene Aannemingen Van Laere (AvH 100%) succeeded in achieving a satisfactory turnover (87.5 million euros compared to 56.5 million euros in 1H11) during the first semester. Improved margins on most of the sites also had a positive impact on the result (1.8 million euros compared to 0.8 million euros 1H11). Van Laere continues the development of Alfa Park, its subsidiary operating in the management of car parks. By developing complementary secondary activities, such as the management of car parks, the group aims to become less sensitive to economic fluctuations in the future.
Rent-A-Port
Rent-A-Port (AvH 45%), operating in the development of port related projects in Vietnam, Oman and Nigeria, is reaping the benefits of the key contract that was signed for the sale of 102 ha in the industrial zone of Dinh Vu in Vietnam at the end of 2011. The company's consulting activities in Oman and Qatar are developing favourably.
Van Laere - State Archives (Bruges)
NMP
NMP (AvH 75%) operates a 700 km pipeline network for industrial gases in Belgium. This network has remained largely unchanged during the first half of 2012.
DEME - Gladstone (Australia) DEME - Ambiorix
Private Banking
Both Delen Private Bank and Bank J.Van Breda & Co recorded strong results. Both banks have increased their assets under management to a new record level.
Contribution to the AvH consolidated net result
| (€ mio) | 1H12 | 1H11 |
|---|---|---|
| Finaxis-Promofi | 0.0 | -0.1 |
| Delen Investments | 23.6 | 23.4 |
| Bank J.Van Breda & C° | 12.8 | 36.1 |
| ASCO-BDM | 0.3 | -0.1 |
| Private Banking | 36.7 | 59.3 |
Delen Investments
In the first 6 months of 2012, Delen Investments CVA (AvH 78.75%) achieved a further growth of its assets under management, both at Delen Private Bank and at JM Finn & Co. The total assets under management amounted to 24,007 million euros (of which 7,354 million euros at JM Finn & Co) at the end of June, compared to 22,570 million euros at the end of 2011, and 23,904 million euros at the end of the first quarter of 2012. This increase is due to a net inflow of new assets (both in Belgium and in the United Kingdom), and to the positive evolution of the financial markets.
The operating revenues of Delen Investments increased to 106 million euros (1H11: 76.7 million euros), primarily thanks to the higher level of assets under management and the acquisition of JM Finn & Co. As a result of the acquisition of JM Finn & Co, the total cost-income ratio has increased to 53.0% (1H11: 39.1%, 2011: 44.2%). The net profit amounted to 29.9 million euros (1H11: 29.7 million euros). At the end of June, the consolidated equity of Delen Investments amounted to 394.6 million euros (364.3 million euros at the end of 2011), representing a Core Tier 1 capital ratio of 20.13%.
Delen Investments
| (€ mio) | 1H12 | 1H11 |
|---|---|---|
| Operating revenues | 106.0 | 76.7 |
| Net result | 29.9 | 29.7 |
| Equity | 394.6 | 356.6 |
| Assets under management | 24,007 | 15,829 |
| Core Tier 1 capital ratio (%) | 20.1 | 13.3 |
| Cost - income ratio (%) | 53.0 | 39.1 |
Delen Investments (incl. JM Finn & Co since 2011): Assets under management
Bank J.Van Breda & C° Delen Private Bank
Bank J.Van Breda & C°
Bank J.Van Breda & C° (AvH 78.75%) again showed a strong performance in the first half of the year, with a significant increase in both the client assets and the net result. The total client assets (incl. ABK) witnessed a 7% growth to 7.7 billion euros by the end of June 2012 compared to the same period of the previous year (7.2 billion euros at the end of June 2011, and 7.5 billion euros by the end of 2011), of which 3.5 billion euros client deposits and 4.2 billion euros entrusted funds. The loan volume from the banking core clients amounted to 2.8 billion euros.
The bank recorded a net result of 16.3 million euros in the first six months of 2012, a significant increase compared to the underlying half-year result of 10.9 million euros in 2011 (excluding negative goodwill of 35.5 million euros - AvH share 27.9 million euros - in 1H11). This increase can be attributed to a strong commercial performance, cost-efficiency (cost-income ratio of 57%), net capital gains in the investment portfolio and exceptionally low provisions for loan losses (0.02%). Nevertheless, the ongoing disruption of the deposit market, where, because of their liquidity needs, certain banks pay out interest on savings that is considerably above the risk-free interest rate, had an adverse impact on the interest income. The bank also retains its healthy liquidity position with an equity increase to 409 million euros (395 million euros at the end of 2011), a Core Tier 1 capital ratio of 14.5% and a solvency ratio of 16.8%.
Bank J.Van Breda & C°
| (€ mio) | 1H12 | 1H11 |
|---|---|---|
| Bank product | 58.8 | 50.2 |
| Net result | 16.3 | 46.4 |
| Equity | 409.4 | 297.9 |
| Total client assets | 7,698 | 7,174 |
| - Entrusted funds | 4,238 | 3,993 |
| - Client deposits | 3,460 | 3,185 |
| Loans to target group clients | 2,839 | 2,612 |
| Core Tier 1 capital ratio (%) | 14.5 | 14.6 |
| Cost - income ratio (%) | 57.0 | 58.5 |
7
ASCO-BDM
The new commercial approach that BDM (AvH 50%) has developed in recent years is reflected in a considerable premium increase of 23% compared to 1H11 to 37.2 million euros, with costs that have only slightly increased. This operational lever, reinforced by the positive investment results of the Asco (AvH 50%) insurance company, ensured the profit contribution in 1H12.
Bank J.Van Breda & C° (incl. ABK since 2011): Client assets Entrusted funds Client deposits Loans to target group clients
Real Estate, Leisure & Senior Care
The absence of profits from the promotion activities at Extensa and the very seasonal result of Groupe Financière Duval's tourism activities, resulted in a negative contribution from the Real Estate, Leisure & Senior Care segment in the first half-year.
| (€ mio) | 1H12 | 1H11 |
|---|---|---|
| Extensa | -3.3 | -1.4 |
| Leasinvest Real Estate | 2.8 | 3.1 |
| Cobelguard | - | 0.1 |
| Groupe Financière Duval | -4.6 | -2.8 |
| Anima Care | 0.2 | 0.1 |
| Real Estate, Leisure & Senior Care |
-4.9 | -0.8 |
Contribution to the AvH consolidated net result
Extensa
Extensa (AvH 100%) made a loss in 1H12 due to the lack of results on the sale of land and some delay in the sales result on some of the promotion projects. As the building permit has been granted for the BIM building on the Tour & Taxis site in Brussels (Extensa 50%), the construction works have recently started. Preparations for the start of the residential development on the Cloche d'Or site in Luxembourg (Extensa 50%) continue.
Leasinvest Real Estate
The first half of 2012 was in line with expectations for Leasinvest Real Estate (AvH 30.01%). The value of the real estate portfolio (expressed in fair value) increased slightly to 506 million euros (504 million euros as at 30.06.11 and also at 31.12.11), confirming the favourable trend in the rentals. The portfolio currently has 53 buildings, of which 54% are offices, 26% logistics and 20% retail. From the third quarter of 2012, the retail share will increase significantly due to a future transaction with respect to a shopping centre in Luxembourg. The relevant heads of agreement was signed in August and closing is expected to take place in September.
Rental income decreased to 17.8 million euros (1H11: 19.1 million euros), primarily as a result of the one-off receipt of rental guarantees in 2011 and the sale of one of the buildings from the portfolio in 2H11. The occupancy rate also decreased slightly, and amounted to 93.4% at the end of June 2012 (1H11: 94.1%), mainly due to partially vacant premises at The Crescent and at Vierwinden. The second phase of Canal Logistics is now fully rented out. Compared to the situation at the end of 2011, the occupancy rate, which stood at 92.6% at the time, has increased due to the further rental of Canal Logistics.
LRE: Portfolio in operation: 53 buildings - 367,661 m2
| 1H12 | 1H11 | 2011 | |
|---|---|---|---|
| Real estate portfolio fair value (€ mio) |
505.7 | 503.7 | 504.4 |
| Rental yield (%) | 7.32 | 7.33 | 7.23 |
| Occupancy rate (%) | 93.4 | 94.1 | 92.6 |
8
Anima Care - Azur Soins et Santé
The rental yield, calculated on the fair value, remained stable at 7.32% (1H11: 7.33%), and the debt ratio increased slightly to 48.88% (47.29% at the end of 2011). LRE ended the first 6 months of 2012 with a net result of 8.7 million euros (1H11: 10.3 million euros).
Groupe Financière Duval
The turnover of Groupe Financière Duval (AvH 41.14%) increased from 178 million euros in the first half of 2011 to 209 million euros by the end of June 2012, despite the uncertain market environment. This increase in turnover is primarily attributable to the promotion activities of CFA, to the higher occupancy rate and the expansion of the retirement homes and to the golf activities. The net result decreased to -11.7 million euros (1H11: -7.2 million euros), mainly as a result of the expansion of the tourism activities (such as the management of holiday parks), whereby the seasonality of the result has increased. In the second quarter, AvH further increased its stake in Groupe Financière Duval (from 39.18% to 41.14%) in accordance with the agreements with coshareholder Eric Duval.
Anima Care
Anima Care (AvH 100%) closed the first semester with a net profit of 0.2 million euros (0.1 million euros in the first semester of 2011). The turnover increased to 9.7 million euros (7.1 million euros in 1H11). This improvement is due to the expansion of the portfolio and the further professionalization of the operation of Anima Care's residential care centres.
Two acquisitions were successfully completed during the first semester of 2012, adding a total of 91 beds ("Résidence Parc des Princes" in Auderghem with 49 beds and "Azur Soins et Santé" in Braine-L'Alleud with 42 beds). In mid-April 2012, the newly constructed "Huize Zevenbronnen" building in Landen was completed (85 retirement home beds and 22 service flats). Moreover, the construction of a new residential care centre with a capacity of more than 120 beds was started in Blegny in May 2012. Anima Care has a portfolio with more than 1,000 retirement home beds and service flats, of which 505 retirement home beds and 60 service flats were in operation at the end of June 2012.
Extensa - BIM (Brussels) Leasinvest Real Estate - Monnet (Luxemburg)
Energy & Resources
Due to the lower market prices for palm oil and rubber, as well as increasing costs in Indonesia and Papua New Guinea, the results of Sipef were lower than the previous year.
10
Contribution to the AvH consolidated net result
| (€ mio) | 1H12 | 1H11 |
|---|---|---|
| Sipef | 6.8 | 9.9 |
| Sagar Cements | 0.1 | 0.9 |
| Henschel / Telemond | 0.5 | -1.2 |
| Other | 0.5 | -0.2 |
| Energy & Resources | 7.9 | 9.4 |
Sipef continued its expansion, and at the beginning of 2012 obtained an additional permit for the development of up to 9,000 ha in South Sumatra (Indonesia). Also in Papua New Guinea (Hargy Oil Palms), expansion continued with a total of 966 additional hectares of oil palms being planted in the first semester.
Sipef
The palm oil production of plantation group Sipef (AvH 26.69%) was influenced during the first months by difficult weather conditions in Papua New Guinea, falling slightly to 121,246 tons. Output volumes of rubber, tea and bananas, on the other hand, witnessed a growth. The group's turnover remained virtually stable at 174.6 million USD (177.1 million USD in 1H11).
Decreasing market prices for palm oil and rubber and rising production costs led to a significant decrease in net profit to 33.2 million USD, compared to the all-time high of 58.0 million USD during the same period last year. This comparison should also take into consideration the accounting effect of the application of IAS 41, amounting to 1.0 million USD in 1H12, compared with 8.1 million USD in 1H11.
Sipef
| (USD mio) | 1H12 | 1H11 |
|---|---|---|
| Group production (in T) (1) | ||
| Palm oil | 121,246 | 122,511 |
| Rubber | 5,672 | 5,224 |
| Tea | 1,447 | 1,292 |
| Turnover | 174.6 | 177.1 |
| EBIT | 45.9 | 71.7 |
| Net result | 33.2 | 58.0 |
| Equity | 439.2 | 395.6 |
| Net cash position | 48.0 | 52.3 |
(1) Own + outgrowers
Sagar Cements
Sagar Cements (AvH 15.65%), based in Hyderabad (India), was able to hold its ground in a difficult market. It succeeded in keeping sales prices stable, although still at the expense of a low capacity utilisation. The results were affected by increased costs, such as those of coal and diesel. The turnover amounted to the equivalent of 51.4 million euros at the end of June 2012 (1H11: 52.9 million euros), while the net result stood at 1 million euros (1H11: 5.9 million euros). The participation of AvH increased slightly to 15.65%.
Oriental Quarries & Mines
Oriental Quarries & Mines (AvH 50%) now operates a total of 4 quarries: 3 in the vicinity of Delhi and 1 near Bangalore. The operational problems that have been having a negative effect on the activities since the end of last year continued during most of the first half of the year. This caused sales volumes to decrease heavily compared to last year, whereas the price level could be raised slightly. The turnover amounted to the equivalent of 1.8 million euros at the end of June 2012 (1H11: 4.0 million euros), while a net result of -0.2 million euros (1H11: 0.3 million euros) was recorded.
Max Green
The Rodenhuize biomass power plant of Max Green (AvH 18.9%) performed very well in operational terms during the first six months of 2012. The turnover (95.7 million euros) and EBITDA (4.9 million euros), however, were adversely affected by the altered market conditions and by changes in the legal framework (resulting a.o. in extra costs).
Sipef
Henschel Group
Henschel Group (AvH 50%), specializing in highquality welding structures, is benefiting from a slight resurgence of the crane sector, and is now seeing the benefits of the diversification into new products. This led to an increase in turnover by 14%. Thanks to higher efficiency in production, again a positive net result of 1.6 million euros could be achieved (compared to a loss of -1.2 million euros in 1H11).
Henschel Group Max Green
Development Capital
The contribution from the Development Capital activity shows a satisfactory increase thanks to the recovery in the results of group companies. Moreover, AvH achieved capital gains of 2.0 million euros on the sale of its participation in Alural Belgium, and as a result of an earn-out on the sale of Engelhardt Druck in 2010.
Contribution to the AvH consolidated net result
| (€ mio) | 1H12 | 1H11 |
|---|---|---|
| Sofinim | -0.4 | -0.3 |
| Contribution participations Sofinim | 8.9 | 2.1 |
| Contribution participations GIB | 1.3 | 1.3 |
| Development Capital | 9.8 | 3.1 |
| Capital gains | 2.0 | 0.3 |
| Development Capital (including capital gains) |
11.8 | 3.4 |
The adjusted net asset value of the development capital portfolio amounted to 461 million euros at the end of June 2012 (vs. 452 million euros at the end of December 2011).
The turnover of Groupe Flo (GIB 47.6%) decreased by 3.7% to 183.4 million euros during the first six months of 2012 (1H11: 190.6 million euros). Nevertheless, Groupe Flo succeeded in limiting the increasing impact of diminishing consumer confidence by targeted promotion campaigns and an acceleration of its loyalty programmes. The transformation of the Bistro Romain chain also had a positive impact. Thanks to good cost control, the underlying operating profit could be increased slightly. The net result decreased to 6.2 million euros (compared to 6.8 million euros as at 30 June 2011). This decrease is caused partly by the higher tax burden.
At the end of the first quarter, Sofinim sold its 60% stake in Alural Belgium NV to co-shareholder Reynaers group. This transaction has a limited positive impact on the results of the group.
Adjusted net asset value
| (€ mio) | 1H12 | 2011 |
|---|---|---|
| Sofinim | 445.6 | 437.3 |
| Unrealised capital gains Atenor |
3.8 | 1.5 |
| Market value Groupe Flo/Trasys |
11.3 | 12.9 |
| Total Development Capital |
460.6 | 451.7 |
An additional capital gain could be recorded on the sale of Engelhardt Druck to the German industrial printer Rahning in 2010, due to the fact that an earnout was received.
After several years of rapid and international expansion, a significant restructuring process was initiated in 2011 at Hertel (Sofinim 46.55%) under the leadership of a new management. The focus here is on the integration and consolidation of the acquired companies and projects. Significant non-recurring losses and restructuring costs had been recorded against the results of 2011. The results of the first half year show that Hertel succeeded in maintaining its position in the market, with a turnover that is approximately equal to the turnover achieved in 1H11 (447 million euros) and a clear, albeit still insufficient, improvement in profitability. The major Hertel shareholders (NPM Capital and Sofinim) expressed their confidence in the company by strengthening the equity by 50 million euros (of which half by Sofinim). This is one of the reasons why Hertel could conclude new funding arrangements and was able to extend the maturity of its loans.
12
Condensed consolidated financial statements
| 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 equity |
| 6. | Segment reporting |
| Consolidated income statement per segment | |
| Consolidated balance sheet per segment | |
| Consolidated cash flow statement per segment | |
| 7. | Explanatory notes to the fi nancial statements |
| 8. | Main risks and uncertainties |
| 9. | Overview of the major related party transactions |
| 10. | Events after balance sheet date |
1. Consolidated income statement (by nature)
| (€ 1,000) | 30-06-2012 | 30-06-2011 |
|---|---|---|
| Revenue | 222,503 | 195,817 |
| Rendering of services | 19,294 | 13,946 |
| Lease revenue | 4,717 | 4,764 |
| Real estate revenue | 18,934 | 20,895 |
| Interest income - banking activities | 65,151 | 58,077 |
| Commissions receivable - banking activities | 14,626 | 14,250 |
| Revenue from construction contracts | 93,872 | 79,849 |
| Other operating revenue | 5,909 | 4,035 |
| Other operating income | 9,339 | 7,693 |
| Interest on fi nancial fi xed assets - receivables | 1,691 | 1,612 |
| Dividends | 7,545 | 6,014 |
| Government grants | 0 | 0 |
| Other operating income | 103 | 68 |
| Operating expenses (-) | -196,279 | -172,069 |
| Raw materials and consumables used (-) | -74,645 | -62,128 |
| Changes in inventories of fi nished goods, raw materials & consumables (-) | 63 | -1,399 |
| Interest expenses Bank J.Van Breda & C° (-) | -35,417 | -32,271 |
| Employee expenses (-) | -40,973 | -35,799 |
| Depreciation (-) | -4,538 | -4,410 |
| Impairment losses (-) | -1,960 | -4,737 |
| Other operating expenses (-) | -39,578 | -31,378 |
| Provisions | 769 | 54 |
| Profi t (loss) from operating activities | 35,563 | 31,441 |
| Profi t (loss) on assets/liabilities designated at fair value through profi t and loss | 3,418 | -2,615 |
| Development capital | 6,497 | -1,781 |
| Financial assets held for trading | 433 | -22 |
| Investment property | -320 | -2,450 |
| Derivative fi nancial instruments | -3,193 | 1,639 |
| Profi t (loss) on disposal of assets | 7,538 | 4,605 |
| Realised gain (loss) on intangible and tangible assets | 43 | 36 |
| Realised gain (loss) on investment property | 0 | 0 |
| Realised gain (loss) on fi nancial fi xed assets | 2,298 | 907 |
| Realised gain (loss) on other assets | 5,197 | 3,662 |
| Finance income | 10,136 | 10,173 |
| Interest income | 8,806 | 7,831 |
| Other fi nance income | 1,330 | 2,341 |
| Finance costs (-) | -10,056 | -12,479 |
| Interest expenses (-) | -6,631 | -6,597 |
| Other fi nance costs (-) | -3,424 | -5,883 |
| Share of profi t (loss) from equity accounted investments | 49,937 | 57,725 |
| Negative goodwill | 0 | 35,472 |
| Other non-operating income | 1 | 2 |
| Other non-operating expenses (-) | 0 | -94 |
| Profi t (loss) before tax | 96,536 | 124,229 |
| Income taxes | -8,876 | -5,426 |
| Deferred taxes | -3,248 | 645 |
| Current taxes | -5,628 | -6,072 |
| Profi t (loss) after tax from continuing operations | 87,661 | 118,803 |
| Profi t (loss) after tax from discontinued operations | ||
| Profi t (loss) of the period | 87,661 | 118,803 |
| Minority interests | 19,898 | 25,404 |
| Share of the group | 67,762 | 93,398 |
| EARNINGS PER SHARE (€) | ||
| 1. Basic earnings per share | ||
| 1.1. from continued and discontinued operations | 2.05 | 2.82 |
| 1.2. from continued operations | 2.05 | 2.82 |
| 2. Diluted earnings per share | ||
| 2.1. from continued and discontinued operations | 2.04 | 2.81 |
| 2.2. from continued operations | 2.04 | 2.81 |
2. Consolidated statement of comprehensive income
| (€ 1,000) | 30-06-2012 | 30-06-2011 |
|---|---|---|
| Profi t (loss) of the period | 87,661 | 118,803 |
| Minority interests | 19,898 | 25,404 |
| Share of the group | 67,762 | 93,398 |
| Other comprehensive income | 3,817 | -5,937 |
| Changes in revaluation reserve: fi nancial assets available for sale | 6,917 | -4,562 |
| Changes in revaluation reserve: hedging reserves | -8,254 | 6,376 |
| Changes in revaluation reserve: translation differences | 5,155 | -7,751 |
| Total comprehensive income | 91,478 | 112,865 |
| Minority interests | 17,212 | 26,535 |
| Share of the group | 74,266 | 86,330 |
The reporting of financial assets available for sale at market value resulted in a positive effect (including minority interests) of 6.9 million euros. This increase is explained by the adjustment of these financial assets to the market value as at 30 June 2012. These are accounting adjustments: the assets were not sold. The positive trend can be explained by the increase in the market value of AvH's investment portfolio, and by the 2.59% interest that is held in Belfimas. In addition, the investment portfolios of Bank J.Van Breda & C° and Leasinvest Real Estate also have an impact on this evolution.
Hedging reserves arise from value developments in certain hedging instruments. For reasons of prudence, several subsidiaries of AvH decided to hedge against the consequences of a potential rise in market interest rates. As interest rates dropped in the course of the first half of 2012, the "mark-to-market" evolution of these hedges is negative. The amounts shown include minority interests.
The positive evolution of the translation differences item is the result of the strengthening against the euro of a number of currencies in which companies of the group are operating.
3. Consolidated balance sheet - Assets
| (€ 1,000) | 30-06-2012 | 31-12-2011 |
|---|---|---|
| I. Non-current assets | 4,564,728 | 4,389,885 |
| Intangible assets | 10,065 | 6,606 |
| Goodwill | 142,156 | 142,139 |
| Tangible assets | 111,333 | 104,312 |
| Land and buildings | 73,682 | 69,240 |
| Plant, machinery and equipment | 17,648 | 18,478 |
| Furniture and vehicles | 4,429 | 3,872 |
| Other tangible assets | 2,633 | 2,839 |
| Assets under construction and advance payments | 7,320 | 4,200 |
| Operating lease - as lessor (IAS 17) | 5,622 | 5,683 |
| Investment property | 523,471 | 517,356 |
| Participations accounted for using the equity method | 1,056,011 | 1,024,351 |
| Financial fi xed assets | 468,108 | 438,185 |
| Development capital participations | 362,809 | 331,573 |
| Available for sale fi nancial fi xed assets | 53,764 | 49,572 |
| Receivables and warranties | 51,535 | 57,040 |
| Non-current hedging instruments | 3,390 | 3,953 |
| Amounts receivable after one year | 92,630 | 85,521 |
| Finance lease receivables | 91,474 | 85,246 |
| Other receivables | 1,156 | 275 |
| Deferred tax assets | 9,463 | 16,228 |
| Banks - receivables from credit institutions and clients after one year | 2,148,102 | 2,051,236 |
| II. Current assets | 2,022,066 | 2,123,919 |
| Inventories | 19,219 | 19,206 |
| Amounts due from customers under construction contracts | 26,099 | 28,542 |
| Investments | 627,176 | 643,864 |
| Available for sale fi nancial assets | 624,840 | 640,511 |
| Financial assets held for trading | 2,336 | 3,353 |
| Current hedging instruments | 507 | 1,812 |
| Amounts receivable within one year | 225,564 | 166,400 |
| Trade debtors | 89,642 | 68,176 |
| Finance lease receivables | 39,825 | 39,342 |
| Other receivables | 96,098 | 58,882 |
| Current tax receivables | 2,147 | 1,599 |
| Banks - receivables from credit institutions and clients within one year | 976,418 | 951,482 |
| Cash and cash equivalents | 116,436 | 284,896 |
| Time deposits for less than three months | 30,711 | 97,539 |
| Cash | 85,725 | 187,357 |
| Deferred charges and accrued income | 28,500 | 26,118 |
| III. Assets held for sale | 3,005 | 2,859 |
| TOTAL ASSETS | 6,589,799 | 6,516,663 |
| Consolidated balance sheet - Equity and liabilities | |||||
|---|---|---|---|---|---|
| ----------------------------------------------------- | -- | -- | -- | -- | -- |
| (€ 1,000) | 30-06-2012 | 31-12-2011 |
|---|---|---|
| I. Total equity | 2,391,897 | 2,364,994 |
| Equity - group share | 1,904,218 | 1,882,631 |
| Issued capital | 113,907 | 113,907 |
| Share capital | 2,295 | 2,295 |
| Share premium | 111,612 | 111,612 |
| Consolidated reserves | 1,803,400 | 1,788,930 |
| Revaluation reserves Financial assets available for sale |
3,672 21,827 |
-2,832 16,112 |
| Hedging reserves | -25,117 | -20,875 |
| Translation differences | 6,963 | 1,930 |
| Treasury shares (-) | -16,761 | -17,375 |
| Minority interests | 487,679 | 482,364 |
| II. Non-current liabilities | 907,009 | 948,220 |
| Provisions | 4,040 | 4,521 |
| Pension liabilities | 3,734 | 3,806 |
| Deferred tax liabilities | 51,246 | 51,812 |
| Financial debts | 265,101 | 310,896 |
| Bank loans | 179,480 | 224,741 |
| Subordinated loans | 85,373 | 84,903 |
| Finance leases | 54 | 57 |
| Other fi nancial debts | 194 | 1,194 |
| Non-current hedging instruments | 34,705 | 29,350 |
| Other amounts payable after one year | 5,293 | 8,807 |
| Banks - non-current debts to credit institutions, clients & securities | 542,890 | 539,029 |
| III. Current liabilities | 3,290,893 | 3,203,448 |
| Provisions | 27 | 27 |
| Pension liabilities | 157 | 131 |
| Financial debts | 276,384 | 218,881 |
| Bank loans | 125,823 | 65,927 |
| Subordinated loans | 5,035 | 8,423 |
| Finance leases | 14 | 22 |
| Other fi nancial debts | 145,513 | 144,509 |
| Current hedging instruments | 3,074 | 3,214 |
| Amounts due to customers under construction contracts | 10,943 | 12,234 |
| Other amounts payable within one year | 103,338 | 84,890 |
| Trade payables | 71,122 | 54,317 |
| Advances received on construction contracts | 2,242 | 2,429 |
| Amounts payable regarding remuneration and social security | 15,693 | 14,912 |
| Other amounts payable | 14,280 | 13,232 |
| Current tax payables | 3,667 | 8,497 |
| Banks - current debts to credit institutions, clients & securities | 2,836,760 | 2,830,165 |
| Accrued charges and deferred income | 56,543 | 45,411 |
| IV. Liabilities held for sale | 0 | 0 |
| TOTAL EQUITY AND LIABILITIES | 6,589,799 | 6,516,663 |
4. Consolidated cash flow statement (indirect method)
| (€ 1,000) | 30-06-2012 | 30-06-2011 |
|---|---|---|
| I. Cash and cash equivalents, opening balance | 284,896 | 168,562 |
| Profi t (loss) from operating activities | 35,563 | 31,441 |
| Dividends from participations accounted for using the equity method | 26,120 | 36,987 |
| Other non-operating income (expenses) | 0 | 0 |
| Income taxes | -8,876 | -5,426 |
| Non-cash adjustments | ||
| Depreciation | 4,538 | 4,410 |
| Impairment losses | 1,957 | 4,737 |
| Share based payment | -685 | 1,737 |
| (Decrease) increase of provisions | -1,309 | -1,110 |
| (Decrease) increase of deferred taxes | 3,248 | -645 |
| Other non-cash expenses (income) | -508 | -319 |
| Cash fl ow | 60,048 | 71,812 |
| Decrease (increase) of working capital | -158,483 | 136,349 |
| Decrease (increase) of inventories and construction contracts | 1,097 | -2,018 |
| Decrease (increase) of amounts receivable | -65,661 | -29,204 |
| Decrease (increase) of receivables from credit institutions and clients (banks) | -121,453 | -250,279 |
| Increase (decrease) of liabilities (other than fi nancial debts) | 10,148 | 79,719 |
| Increase (decrease) of debts to credit institutions, clients & securities (banks) | 10,674 | 331,293 |
| Decrease (increase) other | 6,711 | 6,838 |
| CASH FLOW FROM OPERATING ACTIVITIES | -98,434 | 208,161 |
| Investments | -377,283 | -329,828 |
| Acquisition of intangible and tangible assets | -13,966 | -6,679 |
| Acquisition of investment property | -6,379 | -13,682 |
| Acquisition of fi nancial fi xed assets | -34,607 | -74,747 |
| New amounts receivable | -264 | -819 |
| Acquisition of investments | -322,067 | -233,900 |
| Divestments | 358,864 | 227,490 |
| Disposal of intangible and tangible assets | 312 | 180 |
| Disposal of investment property | 0 | 0 |
| Disposal of fi nancial fi xed assets | 10,976 | 9,044 |
| Reimbursements of amounts receivable | 686 | 4,695 |
| Disposal of investments | 346,891 | 213,570 |
| CASH FLOW FROM INVESTING ACTIVITIES | -18,419 | -102,339 |
| Financial operations | ||
| Interest received | 11,920 | 9,765 |
| Interest paid | -6,433 | -6,313 |
| Other fi nancial income (costs) | -2,543 | -3,212 |
| Decrease (increase) of treasury shares | 329 | -278 |
| (Decrease) increase of fi nancial debts | 13,466 | -6,260 |
| Distribution of profi ts | -54,349 | -51,330 |
| Dividends paid to minority interests | -13,970 | -13,346 |
| CASH FLOW FROM FINANCIAL ACTIVITIES | -51,581 | -70,974 |
| II. Net variation in cash and cash equivalents | -168,434 | 34,848 |
| Change in consolidation scope or method | 122 | 346 |
| Impact of exchange rate changes on cash and cash equivalents | -147 | 53 |
| III. Cash and cash equivalents - ending balance | 116,436 | 203,810 |
5. Statement of changes in equity
| Revaluation reserves | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| (€ 1,000) | Issued capital & share premium |
Consolidated reserves | available for sale Financial assets |
Hedging reserves | Translation differences | Treasury shares | Equity - group share | Minority interests | Total equity |
| Opening balance, 1 january 2011 | 113,907 | 1,614,061 | 12,063 | -11,138 | 772 | -18,315 | 1,711,350 | 442,026 | 2,153,375 |
| Profi t | 93,398 | 93,398 | 25,404 | 118,803 | |||||
| Non-realised results | -4,361 | 5,102 | -7,808 | -7,068 | 1,131 | -5,937 | |||
| Total of realised and unrealised results |
93,398 | -4,361 | 5,102 | -7,808 | 86,330 | 26,535 | 112,865 | ||
| Distribution of dividends of the previous fi nancial year |
-51,330 | -51,330 | -13,346 | -64,676 | |||||
| Operations with treasury shares | 436 | 436 | 436 | ||||||
| Other (a.o. changes in consol. scope / benefi cial interest %) |
-3,219 | -3,219 | 114,921 | 111,702 | |||||
| Ending balance, 30 June 2011 | 113,907 | 1,652,910 | 7,702 | -6,037 | -7,036 | -17,878 | 1,743,567 | 570,136 | 2,313,703 |
| Revaluation reserves | |||||||||
| (€ 1,000) | Issued capital & share premium |
Consolidated reserves | Financial assets available for sale |
Hedging reserves | Translation differences | Treasury shares | Equity - group share | Minority interests | Total equity |
| Opening balance, 1 january 2012 | 113,907 | 1,788,930 | 16,112 | -20,875 | 1,930 | -17,375 | 1,882,631 | 482,364 | 2,364,994 |
| Profi t | 67,762 | 67,762 | 19,898 | 87,661 | |||||
| Non-realised results | 5,714 | -4,243 | 5,032 | 6,504 | -2,686 | 3,817 | |||
| Total of realised and unrealised results |
67,762 | 5,714 | -4,243 | 5,032 | 74,266 | 17,212 | 91,478 | ||
| Distribution of dividends of the previous fi nancial year |
-54,349 | -54,349 | -13,970 | -68,319 | |||||
| Operations with treasury shares | 613 | 613 | 613 | ||||||
| Other (a.o. changes in consol. scope / benefi cial interest %) |
1,057 | 1,057 | 2,074 | 3,131 | |||||
| Ending balance, 30 June 2012 | 113,907 | 1,803,400 | 21,827 | -25,117 | 6,963 | -16,761 | 1,904,218 | 487,679 | 2,391,897 |
In the course of the first half of 2012, AvH increased its stakes in Groupe Financière Duval (from 39.18% to 41.14%) and in Sagar Cements (from 15.12% to 15.65%), without, however, changing the consolidation method for these entities.
Gulf Lime (AvH 35%) disappeared from the consolidation scope after this participation was disposed of.
6. Segment reporting
Segment 1 – Marine Engineering & Infrastructure: DEME (equity method 50%), Rent-A-Port (equity method 45%), Rent-A-Port Energy (equity method 45.6%), Van Laere (global integration 100%) and NMP (global integration 75%)
Segment 2 – Private Banking: Delen Investments (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 26.7%), Henschel Engineering (equity method 50%), Telehold (equity method 50%), Telemond Holding (equity method 50%), AvH India Resources (global integration 100%), Sagar Cements (equity method 15.7%), Oriental Quarries and Mines (equity method 50%), Ligno Power (global integration 70%) and Max Green (equity method 18.9%)
Segment 5 – Development Capital: Sofinim & subholdings (global integration 74%), Development Capital participations through Sofinim (fair value) and GIB (50%) jointly controlled subsidiaries (Groupe Flo 23.8% and Trasys 41.9%: equity method)
Segment 6 – AvH & subholdings: global integration and GIB (equity method 50%)
6. Segment information - consolidated income statement 30-06-2012
| (€ 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 30-06-2012 |
|---|---|---|---|---|---|---|---|---|
| Revenue | 98,615 | 84,793 | 38,341 | 129 | 3 | 2,021 | -1,399 | 222,503 |
| Rendering of services | 8,924 | 9,718 | 129 | 1,817 | -1,295 | 19,294 | ||
| Lease revenue | 4,047 | 670 | 4,717 | |||||
| Real estate revenue | 18,934 | 18,934 | ||||||
| Interest income - banking activities | 65,151 | 65,151 | ||||||
| Commissions receivable - banking activities | 14,626 | 14,626 | ||||||
| Revenue from construction contracts | 87,936 | 5,936 | 93,872 | |||||
| Other operating revenue | 1,755 | 969 | 3,083 | 3 | 204 | -104 | 5,909 | |
| Other operating income | 0 | 170 | 1,116 | 0 | 7,070 | 1,690 | -708 | 9,339 |
| Interest on fi nancial fi xed assets - receivables | 1,415 | 401 | -125 | 1,691 | ||||
| Dividends | 170 | 1,116 | 5,614 | 644 | 7,545 | |||
| Government grants | 0 | |||||||
| Other operating income | 41 | 645 | -583 | 103 | ||||
| Operating expenses (-) | -95,157 | -70,735 | -26,008 | -66 | -2,295 | -4,000 | 1,982 | -196,279 |
| Raw materials and consumables used (-) | -67,715 | -6,930 | -74,645 | |||||
| Changes in inventories of fi nished goods, raw materials & consumables (-) |
63 | 63 | ||||||
| Interest expenses Bank J.Van Breda & C° (-) | -35,417 | -35,417 | ||||||
| Employee expenses (-) | -12,084 | -19,759 | -7,762 | -1,368 | -40,973 | |||
| Depreciation (-) | -1,790 | -1,588 | -806 | -1 | -352 | -4,538 | ||
| Impairment losses (-) | -43 | -1,654 | -99 | -164 | -1,960 | |||
| Other operating expenses (-) | -13,039 | -12,309 | -10,297 | -66 | -2,131 | -3,717 | 1,982 | -39,578 |
| Provisions | -485 | -8 | -176 | 1,438 | 769 | |||
| Profi t (loss) from operating activities | 3,458 | 14,228 | 13,449 | 63 | 4,778 | -288 | -125 | 35,563 |
| Profi t (loss) on assets/liabilities designated at fair value through profi t and loss |
0 | -1,404 | -1,676 | 0 | 6,497 | 0 | 3,418 | |
| Development capital | 6,497 | 6,497 | ||||||
| Financial assets held for trading | 433 | 433 | ||||||
| Investment property | -320 | -320 | ||||||
| Derivative fi nancial instruments | -1,837 | -1,356 | -3,193 | |||||
| Profi t (loss) on disposal of assets Realised gain (loss) on intangible and |
31 | 5,210 | -1 | 0 | 2,884 | -586 | 7,538 | |
| tangible assets | 31 | 13 | -1 | 43 | ||||
| Realised gain (loss) on investment property | 0 | |||||||
| Realised gain (loss) on fi nancial fi xed assets | 2,884 | -586 | 2,298 | |||||
| Realised gain (loss) on other assets | 5,197 | 5,197 | ||||||
| Finance income | 354 | 7,344 | 1,592 | 1 | 213 | 881 | -248 | 10,136 |
| Interest income | 174 | 7,344 | 890 | 1 | 213 | 432 | -248 | 8,806 |
| Other fi nance income | 179 | 701 | 449 | 1,330 | ||||
| Finance costs (-) | -434 | -1,850 | -6,745 | -177 | -121 | -1,101 | 373 | -10,056 |
| Interest expenses (-) | -404 | -1,850 | -3,982 | -177 | -117 | -475 | 373 | -6,631 |
| Other fi nance costs (-) | -30 | -2,763 | -5 | -626 | -3,424 | |||
| Share of profi t (loss) from equity accounted investments |
15,190 | 30,418 | -5,188 | 8,278 | 1,287 | -47 | 49,937 | |
| Negative goodwill | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
| Other non-operating income | 0 | 0 | 1 | 0 | 0 | 0 | 1 | |
| Other non-operating expenses (-) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
| Profi t (loss) before tax | 18,597 | 53,945 | 1,432 | 8,166 | 15,537 | -1,141 | 0 | 96,536 |
| Income taxes | -1,100 | -7,289 | -481 | 0 | -3 | -3 | -8,876 | |
| Deferred taxes | -323 | -2,877 | -48 | -3,248 | ||||
| Current taxes | -777 | -4,412 | -433 | -3 | -3 | -5,628 | ||
| Profi t (loss) after tax from continuing operations |
17,497 | 46,656 | 951 | 8,166 | 15,535 | -1,144 | 0 | 87,661 |
| Profi t (loss) after tax from discontinued operations |
||||||||
| Profi t (loss) of the period | 17,497 | 46,656 | 951 | 8,166 | 15,535 | -1,144 | 0 | 87,661 |
| Minority interests | 134 | 10,007 | 5,822 | 231 | 3,705 | 19,898 | ||
| Share of the group | 17,363 | 36,649 | -4,871 | 7,935 | 11,830 | -1,144 | 67,762 |
Comments on the consolidated income statement
The increase in "Profit from operating activities" reflects the good performance of, a.o. AA Van Laere, Bank J.Van Breda & C° (including ABK, which was acquired in 2011 and has now been contributing for the full six months) and AvH's Development Capital activities.
In the Real Estate, Leisure & Senior Care segment, the positive development at Anima Care is unable to offset the lower real estate promotion results at Extensa and the decline in rental income of LRE (as a result of the sale of the Cegelec building in 2011 and the loss of rental guarantees that were received in 2011).
In terms of the profit (loss) on assets/liabilities designated at fair value through profit and loss, the positive adjustment of the fair value of the Development Capital portfolio illustrates the good performance of the companies included in this portfolio. Both in the real estate activities and at Bank J.Van Breda & C°, interest rate hedges that were aimed at protecting the results in the event of rising interest rates produced negative results due to the "mark-to-market" effect.
The capital gains realized on the disposal of assets relate to Sofinim's sale of its 60% stake in Alural and to the receipt of an earnout on the sale of the 97.5% stake in Engelhardt Druck in 2010.
During the first half of 2012, AvH disposed of its 35% interest in Gulf Lime (Abu Dhabi) and sold part (2%) of its shareholding in Koffie Rombouts.
The negative goodwill of K€ 35,472 (group share K€ 27,935) incurred by Bank J.Van Breda & C° on the acquisition of ABK in 2011 had a major impact in the comparison of the figures at 30/6/2012 with those of the previous year.
Marine Engineering & Infrastructure: contribution to AvH group results: 17.4 million euros
With 13.9 million euros, DEME (AvH 50%) provided the largest contribution to this segment. DEME's contribution was included using the equity accounting method because DEME is a participation over which AvH exercises joint control. The full contribution of DEME is therefore grouped on the line "share of profi t(loss) from equity accounted investments". Rent-A-Port (AvH 45%) is also included using the equity accounting method. The consolidated accounts of Algemene Aannemingen Van Laere (AvH 100%) and Nationale Maatschappij der Pijpleidingen (AvH 75%) are consolidated in full.
Private Banking: contribution to AvH group results: 36.7 million euros
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.
Real Estate, Leisure & Senior Care: contribution to AvH group results: -4.9 million euros
Pursuant to the shareholders' agreement between Axa Belgium and Extensa, the real estate investment trust 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.
Energy & Resources: contribution to AvH group results: 7.9 million euros
Sipef (26.7%), Oriental Quarries & Mines (50%), Max Green (18.9%) and the Henschel group (50%) are all jointly controlled participations, and are therefore included according to the equity accounting method. The minority interest of 15.7% in Sagar Cements is also listed in this way in AvH's consolidated accounts.
Development Capital: contribution to AvH group results: 11.8 million euros
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. GIB and the participations held via GIB (Groupe Flo and Trasys Group) were processed using the equity accounting method. Participations in Sofi nim's development capital portfolio were valued at fair value while fl uctuations in fair value were entered in the results under the "Development capital" item.
AvH & subholdings: contribution to AvH group results: -1.1 million euros
In addition to operational costs, the contribution from AvH & subholdings is infl uenced to a large extent by possible capital gains from the sale of shares.
Segment information - consolidated income statement 30-06-2011
| (€ 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 30-06-2011 |
|---|---|---|---|---|---|---|---|---|
| Revenue | 79,816 | 77,278 | 38,004 | 142 | 3 | 2,041 | -1,467 | 195,817 |
| Rendering of services | 6,192 | 7,120 | 142 | 1,885 | -1,392 | 13,946 | ||
| Lease revenue | 4,064 | 700 | 4,764 | |||||
| Real estate revenue | 20,895 | 20,895 | ||||||
| Interest income - banking activities | 58,077 | 58,077 | ||||||
| Commissions receivable - banking activities | 14,250 | 14,250 | ||||||
| Revenue from construction contracts | 72,694 | 7,155 | 79,849 | |||||
| Other operating revenue | 930 | 887 | 2,133 | 3 | 156 | -74 | 4,035 | |
| Other operating income | 0 | 254 | 318 | 0 | 6,144 | 2,119 | -1,142 | 7,693 |
| Interest on fi nancial fi xed assets - receivables | 1,342 | 828 | -559 | 1,612 | ||||
| Dividends | 254 | 318 | 4,782 | 660 | 6,014 | |||
| Government grants | 0 | |||||||
| Other operating income | 20 | 631 | -583 | 68 | ||||
| Operating expenses (-) | -77,325 | -66,904 | -22,150 | -29 | -2,372 | -5,339 | 2,050 | -172,069 |
| Raw materials and consumables used (-) | -54,686 | -7,442 | -62,128 | |||||
| Changes in inventories of fi nished goods, raw materials & consumables (-) |
-817 | -582 | -1,399 | |||||
| Interest expenses Bank J.Van Breda & C° (-) | -32,271 | -32,271 | ||||||
| Employee expenses (-) | -10,761 | -17,648 | -6,145 | -1,245 | -35,799 | |||
| Depreciation (-) | -1,755 | -1,511 | -796 | -1 | -347 | -4,410 | ||
| Impairment losses (-) | -4,583 | 51 | -147 | -58 | -4,737 | |||
| Other operating expenses (-) | -9,305 | -10,945 | -7,236 | -29 | -2,224 | -3,690 | 2,050 | -31,378 |
| Provisions | 54 | 54 | ||||||
| Profi t (loss) from operating activities | 2,491 | 10,628 | 16,172 | 113 | 3,775 | -1,178 | -559 | 31,441 |
| Profi t (loss) on assets/liabilities designated at fair value through profi t and loss |
0 | 156 | -989 | 0 | -1,781 | 0 | -2,615 | |
| Development capital | -1,781 | -1,781 | ||||||
| Financial assets held for trading | -22 | -22 | ||||||
| Investment property | -2,450 | -2,450 | ||||||
| Derivative fi nancial instruments | 178 | 1,461 | 1,639 | |||||
| Profi t (loss) on disposal of assets | 26 | 363 | 18 | 0 | 587 | 3,611 | 4,605 | |
| Realised gain (loss) on intangible and tangible assets |
26 | 17 | -7 | 36 | ||||
| Realised gain (loss) on investment property | ||||||||
| Realised gain (loss) on fi nancial fi xed assets | 1 | 587 | 319 | 907 | ||||
| Realised gain (loss) on other assets | 363 | 3,299 | 3,662 | |||||
| Finance income | 173 | 6,505 | 3,123 | 0 | 388 | 358 | -374 | 10,173 |
| Interest income | 167 | 6,505 | 788 | 388 | 358 | -374 | 7,831 | |
| Other fi nance income | 6 | 2,335 | 2,341 | |||||
| Finance costs (-) | -456 | -2,045 | -9,358 | 0 | -59 | -1,495 | 933 | -12,479 |
| Interest expenses (-) | -343 | -2,045 | -4,503 | -54 | -585 | 933 | -6,597 | |
| Other fi nance costs (-) | -114 | -4,855 | -5 | -909 | -5,883 | |||
| Share of profi t (loss) from equity accounted investments |
19,134 | 29,641 | -2,499 | 9,744 | 1,283 | 421 | 57,725 | |
| Negative goodwill | 0 | 35,472 | 0 | 0 | 0 | 0 | 35,472 | |
| Other non-operating income | 0 | 0 | 0 | 0 | 2 | 0 | 2 | |
| Other non-operating expenses (-) | 0 | 0 | 0 | 0 | 0 | -94 | -94 | |
| Profi t (loss) before tax | 21,367 | 80,719 | 6,467 | 9,857 | 4,194 | 1,624 | 0 | 124,229 |
| Income taxes | -632 | -4,700 | -72 | -22 | 0 | 0 | -5,426 | |
| Deferred taxes | -363 | 794 | 215 | 645 | ||||
| Current taxes | -269 | -5,494 | -286 | -22 | -6,072 | |||
| Profi t (loss) after tax from continuing operations |
20,735 | 76,019 | 6,396 | 9,835 | 4,194 | 1,624 | 0 | 118,803 |
| Profi t (loss) after tax from discontinued operations |
||||||||
| Profi t (loss) of the period | 20,735 | 76,019 | 6,396 | 9,835 | 4,194 | 1,624 | 0 | 118,803 |
| Minority interests | 240 | 16,752 | 7,180 | 474 | 759 | 25,404 | ||
| Share of the group | 20,495 | 59,267 | -784 | 9,361 | 3,435 | 1,624 | 93,398 |
| Segment information - consolidated balance sheet 30-06-2012 | |
|---|---|
| ------------------------------------------------------------- | -- |
| (€ 1,000) | Segment 1 | Segment 2 | Segment 3 | Segment 4 | Segment 5 | Segment 6 | Total 30-06-2012 |
|
|---|---|---|---|---|---|---|---|---|
| Marine Engineering & Infrastructure |
Private Banking |
Real Estate, Leisure & Senior Care |
Energy & Resources |
Development Capital |
AvH & subholdings |
Eliminations between segments |
||
| I. Non-current assets | 418,686 | 2,822,337 | 674,329 | 159,063 | 438,823 | 54,571 | -3,080 | 4,564,728 |
| Intangible assets | 29 | 5,557 | 4,479 | 10,065 | ||||
| Goodwill | 1,890 | 137,770 | 2,496 | 142,156 | ||||
| Tangible assets | 28,538 | 31,910 | 38,800 | 1 | 12,084 | 111,333 | ||
| Investment property | 16,671 | 506,800 | 523,471 | |||||
| Participations accounted for using the equity method |
366,288 | 407,798 | 83,921 | 159,063 | 36,432 | 2,510 | 1,056,011 | |
| Financial fi xed assets | 4,761 | 52 | 26,359 | 402,390 | 37,627 | -3,080 | 468,108 | |
| Development capital participations | 362,809 | 362,809 | ||||||
| Available for sale fi nancial fi xed assets | 459 | 1 | 26,338 | 26,966 | 53,764 | |||
| Receivables and warranties | 4,302 | 51 | 20 | 39,581 | 10,661 | -3,080 | 51,535 | |
| Non current hedging instruments | 1 | 2,100 | 1,289 | 3,390 | ||||
| Amounts receivable after one year | 136 | 83,608 | 8,886 | 92,630 | ||||
| Finance lease receivables | 83,608 | 7,866 | 91,474 | |||||
| Other receivables | 136 | 1,020 | 1,156 | |||||
| Deferred tax receivables | 373 | 5,440 | 1,300 | 2,351 | 9,463 | |||
| Banks - receivables from credit institutions and clients after one year |
2,148,102 | 2,148,102 | ||||||
| II. Current assets | 125,566 | 1,726,769 | 124,290 | 1,978 | 56,477 | 73,455 | -86,469 | 2,022,066 |
| Inventories | 2,495 | 16,725 | 19,219 | |||||
| Amounts due from customers under construction contracts |
4,206 | 21,892 | 26,099 | |||||
| Investments | 606,446 | 315 | 20,414 | 627,176 | ||||
| Available for sale fi nancial assets | 604,110 | 315 | 20,414 | 624,840 | ||||
| Financial assets held for trading | 2,336 | 2,336 | ||||||
| Current hedging instruments | 507 | 507 | ||||||
| Amounts receivable within one year | 97,978 | 58,883 | 56,241 | 1,886 | 54,151 | 42,728 | -86,302 | 225,564 |
| Trade receivables | 73,245 | 15,519 | 106 | 3,819 | -3,048 | 89,642 | ||
| Finance lease receivables | 39,639 | 186 | 39,825 | |||||
| Other receivables | 24,733 | 19,244 | 40,536 | 1,780 | 54,151 | 38,908 | -83,255 | 96,098 |
| Current tax receivables | 20 | 521 | 1,110 | 11 | 484 | 2,147 | ||
| Banks - receivables from credit institutions and clients within one year |
976,418 | 976,418 | ||||||
| Cash and cash equivalents | 20,195 | 57,601 | 27,363 | 91 | 1,827 | 9,359 | 116,436 | |
| Time deposits for less than three months | 2,841 | 18,510 | 1,496 | 7,865 | 30,711 | |||
| Cash | 17,355 | 57,601 | 8,853 | 91 | 330 | 1,495 | 85,725 | |
| Deferred charges and accrued income | 671 | 26,392 | 645 | 488 | 470 | -166 | 28,500 | |
| III. Assets held for sale | 3,005 | 3,005 |
Segment information - consolidated balance sheet 30-06-2012
| (€ 1,000) | Segment 1 Marine |
Segment 2 Private |
Segment 3 Real Estate, |
Segment 4 Energy & |
Segment 5 Development |
Segment 6 AvH & |
Eliminations | Total 30-06-2012 |
|---|---|---|---|---|---|---|---|---|
| Engineering & Infrastructure |
Banking | Leisure & Senior Care |
Resources | Capital | subholdings | between segments |
||
| I. Total equity | 426,813 | 969,330 | 349,108 | 156,329 | 482,020 | 8,297 | 2,391,897 | |
| Shareholders' equity - group share | 420,329 | 781,350 | 174,494 | 153,595 | 366,157 | 8,293 | 1,904,218 | |
| Issued capital | 113,907 | 113,907 | ||||||
| Share capital | 2,295 | 2,295 | ||||||
| Share premium | 111,612 | 111,612 | ||||||
| Consolidated reserves | 429,911 | 778,099 | 177,356 | 153,936 | 366,228 | -102,130 | 1,803,400 | |
| Revaluation reserves | -9,582 | 3,251 | -2,862 | -341 | -70 | 13,277 | 3,672 | |
| Financial assets available for sale | 5,297 | 3,208 | 46 | -1 | 13,277 | 21,827 | ||
| Hedging reserves | -15,762 | -4,123 | -5,164 | -69 | -25,117 | |||
| Translation differences | 6,180 | 2,077 | -907 | -387 | 6,963 | |||
| Treasury shares (-) | -16,761 | -16,761 | ||||||
| Minority interests | 6,484 | 187,980 | 174,615 | 2,734 | 115,863 | 4 | 487,679 | |
| II. Non-current liabilities | 28,043 | 686,398 | 190,285 | 4,400 | 301 | 662 | -3,080 | 907,009 |
| Provisions | 342 | 41 | 3,469 | 125 | 62 | 4,040 | ||
| Pension liabilities | 397 | 3,003 | 333 | 3,734 | ||||
| Deferred tax liabilities | 4,717 | 40,240 | 6,059 | 231 | 51,246 | |||
| Financial debts | 22,214 | 82,513 | 159,019 | 4,400 | 35 | -3,080 | 265,101 | |
| Bank loans | 22,211 | 157,269 | 179,480 | |||||
| Subordinated loans | 82,513 | 1,540 | 4,400 | -3,080 | 85,373 | |||
| Finance leases | 3 | 16 | 35 | 54 | ||||
| Other fi nancial debts | 194 | 194 | ||||||
| Non-current hedging instruments | 50 | 13,739 | 20,915 | 34,705 | ||||
| Other amounts payable after one year | 322 | 3,972 | 822 | 176 | 5,293 | |||
| Banks - debts to credit institutions, clients & securities |
542,890 | 542,890 | ||||||
| III. Current liabilities | 89,395 | 2,893,377 | 262,231 | 312 | 12,978 | 119,067 | -86,469 | 3,290,893 |
| Provisions | 27 | 27 | ||||||
| Pension liabilities | 157 | 157 | ||||||
| Financial debts | 3,584 | 5,035 | 228,745 | 5,910 | 115,849 | -82,739 | 276,384 | |
| Bank loans | 3,584 | 122,239 | 125,823 | |||||
| Subordinated loans | 5,035 | 5,035 | ||||||
| Finance leases | 1 | 6 | 8 | 14 | ||||
| Other fi nancial debts | 106,500 | 5,910 | 115,841 | -82,739 | 145,513 | |||
| Current hedging instruments | 3,074 | 3,074 | ||||||
| Amounts due to customers under construction contracts |
10,943 | 10,943 | ||||||
| Other amounts payable within one year | 72,884 | 7,829 | 16,558 | 45 | 5,974 | 2,822 | -2,774 | 103,338 |
| Trade payables | 62,708 | 7 | 6,958 | 37 | 2,974 | 696 | -2,258 | 71,122 |
| Advances received on construction contracts | 2,168 | 74 | 2,242 | |||||
| Amounts payable regarding remuneration and social security |
5,802 | 6,788 | 2,497 | 7 | 599 | 15,693 | ||
| Other amounts payable | 2,206 | 1,034 | 7,029 | 3,000 | 1,527 | -516 | 14,280 | |
| Current tax payables | 725 | 2,022 | 769 | 76 | 35 | 40 | 3,667 | |
| Banks - debts to credit institutions, clients & securities |
2,836,760 | 2,836,760 | ||||||
| Accrued charges and deferred income | 1,259 | 38,500 | 16,132 | 192 | 1,059 | 357 | -956 | 56,543 |
| IV. Liabilities held for sale | 0 | |||||||
| TOTAL EQUITY AND LIABILITIES | 544,252 | 4,549,105 | 801,624 | 161,041 | 495,300 | 128,026 | -89,549 | 6,589,799 |
Comments on the consolidated balance sheet
The balance sheet total only rose by 1.1% during the first half of 2012 compared to the situation at the end of 2011.
The main variations arise in the "Private Banking" segment. The full consolidation of Bank J.Van Breda & C° accounts for much of AvH's balance sheet total. The AvH & sub-holdings segment only represents a minor contribution to the balance sheet total. This is explained in part by the dividend for financial year 2011, which was paid out in June 2012.
The "goodwill" item only contains the positive consolidation differences of fully consolidated group companies, as well as AvH's goodwill on fully consolidated group companies. It should be pointed out that an amount of 54 million euros consolidation goodwill is contained in the "equity accounted investments" item and that the balance sheet of Delen Investments contains a "clients" item amounting to 238 million euros.
Comments on the consolidated cash flow statement
The decrease in cash flow is partly explained by the decrease in dividends received from companies accounted for using the equity method. The reason for this is that Delen Investments did not pay out a dividend to Finaxis for the financial year 2011 after the acquisition of JM Finn, which was financed entirely from equity. In view of the development of the interim results and of the corresponding balance sheet relations, Delen Investments will pay an interim dividend, which gives reason to assume that the impact on the cash flow will be offset during the second half of the year.
The "Income taxes" item and the "deferred taxes" item reflect the increased tax charges as a result of the improved operating results at AA Van Laere and Bank J.Van Breda & C°.
The H1 2011 result included the impairment on the Greek government bonds in the Bank J.Van Breda & C° portfolio under "Impairment losses". Bank J.Van Breda & C° recorded impairment losses on investment trust shares from the ABK portfolio in H1 2012.
The increase in working capital is mainly situated in the "Private Banking" and "AvH & subholdings" segments. The variation in the Private Banking segment is a reflection of increased lending to customers by Bank J.Van Breda & C°. In the "AvH & subholdings" segment, the increase is explained by the payment of a number of dividends at the beginning of July 2012 by group companies that are accounted for using the equity method. These dividends were therefore included as receivables as at 30 June 2012.
The item "Acquisition of financial fixed assets" in the "AvH, subholdings & Development Capital" segment consists primarily of the 25 million euros that was invested in the enhancement of Hertel's equity. Furthermore, AvH further paid up Anima Care's capital in order to support this company's expansion, and raised its stake in Groupe Financiere Duval. The divestments in this segment concern, among others, the sale of the interest in Alural, the sale of a portion of the stake in Koffie Rombouts, and the earn-out received on the sale of Engelhardt Druck in 2010.
The investments in the "Marine Engineering & Infrastructure" segment relate to AA Van Laere's investments in material and equipment, and to the investment in the State Archives (Bruges) project that is intended for sale to Leasinvest Real Estate - LRE in the course of the second half of 2012. The underground car park will remain the property of AA Van Laere.
In the "Real Estate, Leisure & Senior Care" segment, Anima Care invested in the purchase of 'Résidence Parc des Princes' in Oudergem and 'Azur Soins & Santé' in Braine l'Alleud. In addition, Anima Care made considerable investments in the development of residences that were already in their portfolio.
| (€ 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 31-12-2011 |
|---|---|---|---|---|---|---|---|---|
| I. Non-current assets | 418,531 | 2,691,204 | 663,912 | 153,799 | 410,851 | 54,668 | -3,080 | 4,389,885 |
| Intangible assets | 35 | 4,467 | 2,104 | 6,606 | ||||
| Goodwill | 1,890 | 137,770 | 2,478 | 142,139 | ||||
| Tangible assets | 26,632 | 31,320 | 33,975 | 2 | 12,384 | 104,312 | ||
| Investment property | 11,332 | 506,024 | 517,356 | |||||
| Participations accounted for using the equity method |
372,716 | 375,970 | 84,160 | 153,799 | 35,171 | 2,534 | 1,024,351 | |
| Financial fi xed assets | 5,367 | 53 | 22,766 | 375,678 | 37,401 | -3,080 | 438,185 | |
| Development capital participations | 331,573 | 331,573 | ||||||
| Available for sale fi nancial fi xed assets | 387 | 1 | 22,349 | 26,834 | 49,572 | |||
| Receivables and warranties | 4,979 | 52 | 417 | 44,105 | 10,568 | -3,080 | 57,040 | |
| Non current hedging instruments | 1 | 2,006 | 1,946 | 3,953 | ||||
| Amounts receivable after one year | 136 | 77,380 | 8,004 | 85,521 | ||||
| Finance lease receivables | 77,380 | 7,866 | 85,246 | |||||
| Other receivables | 136 | 138 | 275 | |||||
| Deferred tax receivables | 423 | 11,002 | 2,454 | 2,349 | 16,228 | |||
| Banks - receivables from credit institutions and clients after one year |
2,051,236 | 2,051,236 | ||||||
| II. Current assets | 116,565 | 1,798,016 | 110,363 | 342 | 74,840 | 105,946 | -82,152 | 2,123,919 |
| Inventories | 2,579 | 16,627 | 19,206 | |||||
| Amounts due from customers under construction contracts |
5,420 | 23,122 | 28,542 | |||||
| Investments | 624,733 | 362 | 18,768 | 643,864 | ||||
| Available for sale fi nancial assets | 621,380 | 362 | 18,768 | 640,511 | ||||
| Financial assets held for trading | 3,353 | 3,353 | ||||||
| Current hedging instruments | 1,812 | 1,812 | ||||||
| Amounts receivable within one year | 75,305 | 39,645 | 47,741 | 39 | 62,438 | 23,322 | -82,091 | 166,400 |
| Trade receivables | 56,474 | 10,969 | 30 | 2,704 | -2,001 | 68,176 | ||
| Finance lease receivables | 38,973 | 369 | 39,342 | |||||
| Other receivables | 18,831 | 672 | 36,403 | 9 | 62,438 | 20,618 | -80,089 | 58,882 |
| Current tax receivables | 34 | 1,005 | 10 | 550 | 1,599 | |||
| Banks - receivables from credit institutions and clients within one year |
951,482 | 951,482 | ||||||
| Cash and cash equivalents | 33,093 | 157,044 | 20,770 | 302 | 10,987 | 62,699 | 284,896 | |
| Time deposits for less than three months | 11,234 | 75 | 13,834 | 260 | 10,592 | 61,543 | 97,539 | |
| Cash | 21,858 | 156,969 | 6,936 | 42 | 395 | 1,156 | 187,357 | |
| Deferred charges and accrued income | 133 | 23,299 | 735 | 1,406 | 607 | -61 | 26,118 | |
| III. Assets held for sale | 2,859 | 2,859 | ||||||
| TOTAL ASSETS | 535,096 | 4,489,220 | 777,133 | 154,141 | 485,691 | 160,614 | -85,232 | 6,516,663 |
Segment information - consolidated balance sheet 31-12-2011
Segment information - consolidated balance sheet 31-12-2011
| (€ 1,000) | Segment 1 | Segment 2 | Segment 3 | Segment 4 | Segment 5 | Segment 6 | Total | |
|---|---|---|---|---|---|---|---|---|
| Marine | Private | Real Estate, | Energy & | Development | AvH & | Eliminations | 31-12-2011 | |
| Engineering & Infrastructure |
Banking | Leisure & Senior Care |
Resources | Capital | subholdings | between segments |
||
| I. Total equity | 433,760 | 915,275 | 354,967 | 149,631 | 472,512 | 38,849 | 2,364,994 | |
| Shareholders' equity - group share | 426,655 | 739,190 | 172,021 | 147,127 | 358,794 | 38,844 | 1,882,631 | |
| Issued capital | 113,907 | 113,907 | ||||||
| Share capital | 2,295 | 2,295 | ||||||
| Share premium | 111,612 | 111,612 | ||||||
| Consolidated reserves | 434,832 | 740,327 | 172,976 | 149,628 | 358,926 | -67,759 | 1,788,930 | |
| Revaluation reserves | -8,177 | -1,137 | -955 | -2,500 | -132 | 10,069 | -2,832 | |
| Financial assets available for sale | 3,045 | 2,953 | 46 | -1 | 10,069 | 16,112 | ||
| Hedging reserves | -11,689 | -5,805 | -3,249 | -131 | -20,875 | |||
| Translation differences | 3,512 | 1,623 | -659 | -2,546 | 1,930 | |||
| Treasury shares (-) | -17,375 | -17,375 | ||||||
| Minority interests | 7,105 | 176,085 | 182,946 | 2,504 | 113,718 | 5 | 482,364 | |
| II. Non-current liabilities | 24,099 | 686,857 | 231,064 | 4,400 | 2,786 | 2,095 | -3,080 | 948,220 |
| Provisions | 342 | 33 | 2,520 | 125 | 1,500 | 4,521 | ||
| Pension liabilities | 391 | 3,085 | 330 | 3,806 | ||||
| Deferred tax liabilities | 4,440 | 40,360 | 6,782 | 230 | 51,812 | |||
| Financial debts | 18,634 | 83,583 | 207,324 | 4,400 | 35 | -3,080 | 310,896 | |
| Bank loans | 18,631 | 206,110 | 224,741 | |||||
| Subordinated loans | 83,583 | 4,400 | -3,080 | 84,903 | ||||
| Finance leases | 3 | 19 | 35 | 57 | ||||
| Other fi nancial debts | 1,194 | 1,194 | ||||||
| Non-current hedging instruments | 64 | 15,449 | 13,836 | 29,350 | ||||
| Other amounts payable after one year Banks - debts to credit institutions, |
227 | 5,318 | 601 | 2,661 | 8,807 | |||
| clients & securities | 539,029 | 539,029 | ||||||
| III. Current liabilities | 77,237 | 2,887,088 | 191,102 | 110 | 10,393 | 119,671 | -82,152 | 3,203,448 |
| Provisions | 27 | 27 | ||||||
| Pension liabilities | 131 | 131 | ||||||
| Financial debts | 9,541 | 8,423 | 161,913 | 6,950 | 111,128 | -79,073 | 218,881 | |
| Bank loans | 9,540 | 56,387 | 65,927 | |||||
| Subordinated loans | 8,423 | 8,423 | ||||||
| Finance leases | 1 | 6 | 16 | 22 | ||||
| Other fi nancial debts | 105,520 | 6,950 | 111,112 | -79,073 | 144,509 | |||
| Current hedging instruments | 3,214 | 3,214 | ||||||
| Amounts due to customers under | ||||||||
| construction contracts | 12,234 | 12,234 | ||||||
| Other amounts payable within one year | 55,070 | 8,753 | 12,779 | 14 | 1,490 | 8,204 | -1,421 | 84,890 |
| Trade payables | 48,022 | 10 | 5,943 | 12 | 220 | 515 | -405 | 54,317 |
| Advances received on construction contracts | 2,278 | 150 | 2,429 | |||||
| Amounts payable regarding remuneration and social security |
2,830 | 7,783 | 2,064 | 2 | 270 | 1,964 | 14,912 | |
| Other amounts payable | 1,940 | 960 | 4,622 | 1,000 | 5,726 | -1,016 | 13,232 | |
| Current tax payables | 70 | 7,493 | 837 | 85 | 2 | 10 | 8,497 | |
| Banks - debts to credit institutions, | 2,830,165 | 2,830,165 | ||||||
| clients & securities | ||||||||
| Accrued charges and deferred income | 322 | 28,909 | 15,546 | 11 | 1,951 | 329 | -1,657 | 45,411 |
| IV. Liabilities held for sale | 0 | |||||||
| TOTAL EQUITY AND LIABILITIES | 535,096 | 4,489,220 | 777,133 | 154,141 | 485,691 | 160,614 | -85,232 | 6,516,663 |
Segment information - consolidated cash fl ow statement 30-06-2012
| (€ 1,000) | Segment 1 | Segment 2 | Segment 3 | Segment 4 | Segment 5 & 6 |
Total 30-06-2012 |
|
|---|---|---|---|---|---|---|---|
| Marine Engineering & Infrastructure |
Private Banking |
Real Estate, Leisure & Senior Care |
Energy & Resources |
AvH, subhold. & Development Capital |
Eliminations between segments |
||
| I. Cash and cash equivalents, opening balance | 33,093 | 157,044 | 20,770 | 302 | 73,686 | 284,896 | |
| Profi t (loss) from operating activities | 3,458 | 14,228 | 13,449 | 63 | 4,490 | -125 | 35,563 |
| Dividends from participations accounted for using the equity | 183 | 1,485 | 24,452 | 26,120 | |||
| method | |||||||
| Other non-operating income (expenses) | 0 | ||||||
| Income taxes | -1,100 | -7,289 | -481 | -5 | -8,876 | ||
| Non-cash adjustments | |||||||
| Depreciation | 1,790 | 1,588 | 806 | 353 | 4,538 | ||
| Impairment losses | 43 | 1,651 | 99 | 164 | 1,957 | ||
| Share based payment | 95 | -1,345 | 186 | 379 | -685 | ||
| (Decrease) increase of provisions | -48 | 176 | -1,438 | -1,309 | |||
| (Decrease) increase of deferred taxes | 323 | 2,877 | 48 | 3,248 | |||
| Other non-cash expenses (income) | 6 | -307 | -197 | -9 | -508 | ||
| Cash fl ow | 4,799 | 11,354 | 14,087 | 1,548 | 28,384 | -125 | 60,048 |
| Decrease (increase) of working capital | -3,827 | -136,636 | -3,022 | -1,659 | -21,088 | 7,750 | -158,483 |
| Decrease (increase) of inventories and construction contracts | -35 | 1,132 | 1,097 | ||||
| Decrease (increase) of amounts receivable | -22,659 | -25,962 | -6,648 | -1,860 | -16,282 | 7,750 | -65,661 |
| Decrease (increase) of receivables from credit institutions and clients (banks) |
-121,453 | -121,453 | |||||
| Increase (decrease) of liabilities (other than fi nancial debts) | 18,469 | -6,394 | 2,795 | 25 | -4,746 | 10,148 | |
| Increase (decrease) of debts to credit institutions, clients & securities (banks) |
10,674 | 10,674 | |||||
| Decrease (increase) other | 398 | 6,499 | -302 | 177 | -61 | 6,711 | |
| Cash fl ow from operating activities | 972 | -125,282 | 11,065 | -111 | 7,296 | 7,625 | -98,434 |
| Investments | -9,126 | -325,571 | -15,945 | -225 | -26,417 | -377,283 | |
| Acquisition of intangible and tangible assets | -3,707 | -3,504 | -6,702 | -53 | -13,966 | ||
| Acquisition of investment property | -5,339 | -1,040 | -6,379 | ||||
| Acquisition of fi nancial fi xed assets | -74 | -8,201 | -225 | -26,107 | -34,607 | ||
| New amounts receivable | -6 | -2 | -257 | -264 | |||
| Acquisition of investments | -322,067 | -322,067 | |||||
| Divestments | 732 | 347,095 | 461 | 0 | 10,576 | 358,864 | |
| Disposal of intangible and tangible assets | 47 | 251 | 14 | 312 | |||
| Disposal of investment property | 0 | ||||||
| Disposal of fi nancial fi xed assets | 1 | 399 | 10,576 | 10,976 | |||
| Reimbursements of amounts receivable | 685 | 686 | |||||
| Disposal of investments | 346,843 | 48 | 346,891 | ||||
| Cash fl ow from investing activities | -8,393 | 21,524 | -15,484 | -225 | -15,841 | -18,419 | |
| Financial operations | |||||||
| Interest received | 174 | 10,622 | 890 | 1 | 480 | -248 | 11,920 |
| Interest paid | -404 | -1,850 | -3,948 | -177 | -427 | 373 | -6,433 |
| Other fi nancial income (costs) | 149 | -2,062 | -630 | -2,543 | |||
| Decrease (increase) of treasury shares | 329 | 329 | |||||
| (Decrease) increase of fi nancial debts | -2,376 | -4,457 | 18,528 | 9,521 | -7,750 | 13,466 | |
| Distribution of profi ts | -54,349 | -54,349 | |||||
| Dividends paid to minority interests | -3,019 | -11,781 | 829 | -13,970 | |||
| Cash fl ow from fi nancial activities | -5,476 | 4,315 | 1,628 | -175 | -44,247 | -7,625 | -51,581 |
| II. Net variation in cash and cash equivalents | -12,898 | -99,443 | -2,791 | -511 | -52,792 | -168,434 | |
| Transfer between segments | 9,408 | 300 | -9,709 | 0 | |||
| Change in consolidation scope or method | 122 | 122 | |||||
| Impact of exchange rate changes on cash and cash equivalents | -146 | -1 | -147 | ||||
| III. Cash and cash equivalents - ending balance | 20,195 | 57,601 | 27,363 | 91 | 11,186 | 116,436 |
Segment information - consolidated cash fl ow statement 30-06-2011
| (€ 1,000) | Segment 1 | Segment 2 | Segment 3 | Segment 4 | Segment 5 & 6 |
Total 30-06-2011 |
|
|---|---|---|---|---|---|---|---|
| Marine Engineering & Infrastructure |
Private Banking |
Real Estate, Leisure & Senior Care |
Energy & Resources |
AvH, subhold. & Development Capital |
Eliminations between segments |
||
| I. Cash and cash equivalents, opening balance | 25,252 | 36,583 | 29,034 | 389 | 77,305 | 168,562 | |
| Profi t (loss) from operating activities | 2,491 | 10,628 | 16,172 | 113 | 2,596 | -559 | 31,441 |
| Dividends from participations accounted for using the equity | 183 | 15,995 | 20,809 | 36,987 | |||
| method | |||||||
| Other non-operating income (expenses) | 0 | ||||||
| Income taxes | -632 | -4,700 | -72 | -22 | -5,426 | ||
| Non-cash adjustments | |||||||
| Depreciation | 1,755 | 1,511 | 796 | 348 | 4,410 | ||
| Impairment losses | 4,583 | -51 | 205 | 4,737 | |||
| Share based payment | 41 | 1,327 | 369 | 1,737 | |||
| (Decrease) increase of provisions | 40 | -1,150 | -1,110 | ||||
| (Decrease) increase of deferred taxes | 363 | -794 | -215 | -645 | |||
| Other non-cash expenses (income) | 12 | -365 | 144 | -110 | -319 | ||
| Cash fl ow | 4,212 | 28,226 | 15,625 | 91 | 24,217 | -559 | 71,812 |
| Decrease (increase) of working capital | -4,237 | 114,372 | 1,552 | -758 | 10,119 | 15,300 | 136,349 |
| Decrease (increase) of inventories and construction contracts | 2,186 | -4,204 | -2,018 | ||||
| Decrease (increase) of amounts receivable | -38,670 | -10,451 | 3,748 | -783 | 1,652 | 15,300 | -29,204 |
| Decrease (increase) of receivables from credit institutions and clients (banks) |
-250,279 | -250,279 | |||||
| Increase (decrease) of liabilities (other than fi nancial debts) | 33,187 | 37,610 | 1,026 | 15 | 7,881 | 79,719 | |
| Increase (decrease) of debts to credit institutions, clients & securities (banks) |
331,293 | 331,293 | |||||
| Decrease (increase) other | -940 | 6,199 | 982 | 10 | 586 | 6,838 | |
| Cash fl ow from operating activities | -24 | 142,598 | 17,177 | -667 | 34,337 | 14,741 | 208,161 |
| Investments | -2,910 | -271,821 | -23,665 | -17,222 | -14,211 | -329,828 | |
| Acquisition of intangible and tangible assets | -1,222 | -2,222 | -3,120 | -116 | -6,679 | ||
| Acquisition of investment property | -1,577 | -12,106 | -13,682 | ||||
| Acquisition of fi nancial fi xed assets | -111 | -44,145 | -4,192 | -17,222 | -9,078 | -74,747 | |
| New amounts receivable | -6 | -813 | -819 | ||||
| Acquisition of investments | -225,454 | -4,242 | -4,204 | -233,900 | |||
| Divestments | 179 | 204,778 | 641 | 0 | 21,892 | 227,490 | |
| Disposal of intangible and tangible assets | 40 | 112 | 28 | 180 | |||
| Disposal of investment property | 0 | ||||||
| Disposal of fi nancial fi xed assets | 72 | 8,972 | 9,044 | ||||
| Reimbursements of amounts receivable | 139 | 456 | 4,100 | 4,695 | |||
| Disposal of investments | 204,778 | 8,792 | 213,570 | ||||
| Cash fl ow from investing activities | -2,731 | -67,043 | -23,024 | -17,222 | 7,681 | -102,339 | |
| Financial operations | |||||||
| Interest received | 167 | 8,722 | 788 | 462 | -374 | 9,765 | |
| Interest paid | -343 | -2,045 | -4,503 | -356 | 933 | -6,313 | |
| Other fi nancial income (costs) | -108 | -2,520 | -585 | -3,212 | |||
| Decrease (increase) of treasury shares | -278 | -278 | |||||
| (Decrease) increase of fi nancial debts | 501 | -14,663 | 14,481 | 8,721 | -15,300 | -6,260 | |
| Distribution of profi ts | -51,330 | -51,330 | |||||
| Dividends paid to minority interests | -1,350 | -11,572 | -424 | -13,346 | |||
| Cash fl ow from fi nancial activities | -1,133 | -7,986 | -3,326 | 0 | -43,789 | -14,741 | -70,974 |
| II. Net variation in cash and cash equivalents | -3,888 | 67,568 | -9,173 | -17,888 | -1,771 | 34,848 | |
| Transfer between segments | 2,065 | 17,720 | -19,785 | 0 | |||
| Change in consolidation scope or method | 61 | 285 | 346 | ||||
| Impact of exchange rate changes on cash and cash equivalents | 111 | -58 | 53 | ||||
| III. Cash and cash equivalents - ending balance | 21,425 | 104,151 | 22,322 | 163 | 55,748 | 203,810 |
7. Notes to the financial statements
7.1. Basis for the presentation of the financial statements
The consolidated financial statements of Ackermans & van Haaren are prepared in accordance with the International Financial Reporting Standards (IFRS) and IFRIC intepretations effective on June 30, 2012 as approved by the European Commission. The valuation rules have not changed compared to the end of 2011.
7.2. Other changes in consolidation scope
In the course of the first half of 2012, AvH increased its stakes in Groupe Financière Duval (from 39.18% to 41.14%) and in Sagar Cements (from 15.12% to 15.65%), without, however, changing the consolidation method for these entities.
Gulf Lime (AvH 35%) disappeared from the consolidation scope after this participation was disposed of.
In the "Real Estate, Leisure & Senior Care" segment, Anima Care invested in the purchase of 'Résidence Parc des Princes' in Oudergem and 'Azur Soins & Santé' in Braine l'Alleud.
| (€ 1,000) | 30-06-2012 | 30-06-2011 |
|---|---|---|
| Participations accounted for using the equity method | ||
| Marine Engineering & Infrastructure | 366,288 | 343,207 |
| Private Banking | 407,798 | 369,049 |
| Real Estate, Leisure & Senior Care | 83,921 | 91,896 |
| Energy & Resources | 159,063 | 134,778 |
| Development Capital | 36,432 | 33,221 |
| AvH & subholdings | 2,510 | 2,626 |
| Total | 1,056,011 | 974,778 |
Participations accounted for using the equity method
7.3. Seasonality or cyclicality of operations
AvH is active in several segments, each (more or less) cyclically sensitive : dredging & infrastructure, oil & energy markets (DEME, Rent-A-Port), construction (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). The income statement of the "Development Capital" segment contains, besides the contribution of the participations (active in widely different businesses exposed to different economic cyclicalities), capital gains(losses) on portfolio and dividends received from entities held in portfolio.
7.4. Earnings per share
| I. Continued and discontinued operations | 30-06-2012 | 30-06-2011 |
|---|---|---|
| Net consolidated profi t, share of the group (€ 1,000) | 67,762 | 93,398 |
| Weighted average number of shares (1) | 33,133,654 | 33,116,004 |
| Basic earnings per share (€) | 2.05 | 2.82 |
| Net consolidated profi t, share of the group (€ 1,000) | 67,762 | 93,398 |
| Weighted average number of shares (1) | 33,133,654 | 33,116,004 |
| Impact stock options | 51,715 | 98,080 |
| Adjusted weighted average number of shares | 33,185,369 | 33,214,084 |
| Diluted earnings per share (€) | 2.04 | 2.81 |
| II. Continued activities | 30-06-2012 | 30-06-2011 |
| Net consolidated profi t from continued activities, share of the group (€ 1,000) | 67,762 | 93,398 |
| Weighted average number of shares (1) | 33,133,654 | 33,116,004 |
| Basic earnings per share (€) | 2.05 | 2.82 |
| Net consolidated profi t from continued activities, share of the group (€ 1,000) | 67,762 | 93,398 |
| Weighted average number of shares (1) | 33,133,654 | 33,116,004 |
| Impact stock options | 51,715 | 98,080 |
| Adjusted weighted average number of shares | 33,185,369 | 33,214,084 |
(1) Based on number of shares issued, adjusted for treasury shares in portfolio.
7.5. Number of treasury shares
| 30-06-2012 | 30-06-2011 | |
|---|---|---|
| Opening balance | 369,000 | 393,000 |
| Acquisition of treasury shares | 0 | 19,000 |
| Disposal of treasury shares | -11,500 | -31,000 |
| Ending balance | 357,500 | 380,900 |
During the first half of 2012, 11,500 treasury shares were sold following the exercise of an equal number of stock options. Ackermans & van Haaren (and subholdings) owned 357,500 treasury shares on 30 June 2012, which is more or less identical to the number of outstanding stock options.
7.6. Impairments
In the accounts as at 30 June 2012, Ackermans & van Haaren found no indications that would necessitate impairments on its assets.
7.7. Contingent liabilities or contingent assets
The contingent liabilities or assets have not changed significantly compared to the situation at the end of 2011, as described in the annual report.
8. Main risks and uncertainties
For a description of the main risks and uncertainties, please refer to our annual report for the financial year ended 31 December 2011. The composition of Ackermans & van Haaren's portfolio remained largely unchanged during the first half of the year; the risks and the spread of the risks did not change significantly in relation to the previous year.
The investments that were made during the first half of 2012 were in companies that were already held in the portfolio of AvH (Hertel, Anima Care, Groupe Financière Duval,...). Even though this increases the relative importance of these companies within the overall portfolio, the spread of the risks over the various segments has not been fundamentally affected.
The presentation of the consolidated balance sheet per segment on page 24 shows how AvH's equity is spread over the various segments.
In today's challenging market environment, Ackermans & van Haaren is focusing more than ever on its role as proactive shareholder in the companies in which it has a stake.
The net cash position of AvH & subholdings as at 30 June 2012 was again positive. In addition, AvH & subholdings has substantial, confirmed credit lines with various banks, which limits the risks even more.
As part of the reporting on the full financial year 2012, AvH will carry out the recurring annual test on the book value of its assets, and particularly of the goodwill, as will all the companies that are included in its portfolio. This calculation will take into account the market conditions and the outlook at that particular time.
9. Overview of the major related party transactions
No transactions with related parties took place during the first half of 2012 that have any material impact on Ackermans & van Haaren's results.
Furthermore, during the first six months there were no changes in the transactions with affiliated parties as described in the annual report for the 2011 financial year which could have material consequences for Ackermans & van Haaren's financial position or results.
10, Events after balance sheet date
After 30 June 2012, Sofinim (AvH 74%) has reached an agreement in principle with the management of AR Metallizing NV ("ARM") and an international private equity firm regarding the sale of all the shares in ARM.
The closing of the transaction is subject to a limited number of suspensive conditions. At that moment, more details on the financials of the transaction will be disclosed.
Auditor's report
Report of the statutory auditor to the shareholders of Ackermans & van Haaren on the review of the interim condensed consolidated financial statements as of June 30, 2012 and for the six months then ended.
Introduction
We have reviewed the accompanying interim condensed consolidated balance sheet of Ackermans & van Haaren NV (the "Company") as at 30 June 2012 and the related interim condensed consolidated statement of income, the consolidated statement of comprehensive income, the statement of changes in consolidated equity and the consolidated cash flow statement for the six month period then ended, and explanatory notes. Management is responsible for the preparation and presentation of these interim condensed consolidated financial statements in accordance with International Financial Reporting Standard IAS 34 Interim Financial Reporting ("IAS 34") as adopted for use in the European Union. Our responsibility is to express a conclusion on these interim condensed consolidated financial statements based on our review.
Scope of Review
We conducted our review in accordance with the International Standard on Review Engagements 2410 "Review of Interim Financial Information performed by the Independent Auditor of the Entity". A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with the International Standards on Auditing and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the accompanying interim condensed consolidated financial statements as of 30 June 2012 are not prepared, in all material respects, in accordance with IAS 34 as adopted for use in the European Union.
Antwerp, 22 August 2012
Ernst & Young Reviseurs d'Entreprises SCCRL/Bedrijfsrevisoren BCVBA
Statutory auditor
represented by
Christel Weymeersch Marnix Van Dooren Partner Partner
Declaration
- (i) the condensed financial statements, drafted in accordance with the applicable standards for annual accounts, present a true and fair view of the assets, financial situation and the results of Ackermans & van Haaren and the companies included in the consolidation;
- To our knowledge: 34 (ii) the intermediate annual report provides a true and fair view of the main events and major transactions with related parties that took place in the first six months of the financial year and their effect on the condensed financial statements, as well as a description of the main risks and uncertainties for the remaining months of the financial year.
24 August 2012 On behalf of the company
Luc Bertrand Chairman of the Executive Committee
Piet Bevernage Member of the Executive Committee Jan Suykens Member of the Executive Committee
Piet Dejonghe Member of the Executive Committee Tom Bamelis Member of the Executive Committee
Koen Janssen Member of the Executive Committee