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EAC Invest — Annual Report 2011
Feb 23, 2012
3430_10-k_2012-02-23_ac656855-24b7-4ab4-8140-99a8b2da7a58.pdf
Annual Report
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2011 Highlights
EAC GROUP
Including hyperinfl ation adjustments, the consolidated revenue from continued operations amounted to DKK 6,274m (DKK 3,858m).
Earnings before interests, taxes, depreciation and amortisation (EBITDA) excluding other taxes amounted to DKK 573m (DKK 329m).
Outlook for 2012:
Consolidated revenue for the EAC Group of around DKK 8.1bn at the exchange rate DKK/USD 560.00 for 2012.
EBITDA margin is expected at above 8.5 per cent.
SANTA FE GROUP
The Santa Fe Group is the market leading provider of moving and relocation services as well as records management to corporate and private customers in 50 countries in Asia, Australia, the Middle East and Europe. The business operates under the three brands Santa Fe, WridgWays and Interdean – and through a global network of trading partners.
Revenue of DKK 1.8bn was an increase by 183.7 per cent in local currencies in the year-on-year comparison due to the acquisitions of WridgWays and Interdean.
EBITDA of DKK 155m was an increase of 135.9 per cent in local currencies including WridgWays and Interdean.
Outlook for 2012:
Revenue is expected to be around DKK 2.5bn with an EBITDA margin of around 8.5 per cent.
PLUMROSE
Plumrose is the leading manufacturer of branded, processed meat products in Venezuela; a nation of 28 million people where EAC has been operating a business for 59 years. Plumrose markets its premium, high-margin products under the highly recognised Plumrose and Oscar Mayer brands through a wide product portfolio. A series of other licensed brands targeting other market segments provide for a balanced portfolio off ering to consumers.
Revenue including hyperinfl ation adjustments grew by 36.0 per cent in USD reaching DKK 4,477m.
EBITDA excl. other taxes of DKK 475m grew by 48.1 per cent in USD.
Outlook for 2012:
Revenue is expected at around DKK 5.6bn with an EBITDA margin of around 9.5 per cent.
Contents
EAC Group
| Management Letter | 4 |
|---|---|
| Strategy | 4 |
| Consolidated Financial Highlights and Key Ratios | 6 |
| Management's Financial Review 2011 | 7 |
| Corporate Governance | 11 |
| Internal Controls | 13 |
| Corporate Social Responsibility | 14 |
| Shareholder Information | 15 |
Santa Fe Group
| Highlights | 17 |
|---|---|
| Facts about Santa Fe Group | 18 |
| Annual Report | 19 |
| Account | 25 |
| Investment Case | 26 |
Plumrose
| Highlights | 27 |
|---|---|
| Facts about Plumrose | 28 |
| Annual Report | 29 |
| Account | 35 |
| Investment Case | 36 |
Group Consolidated Financial Statements
| Statement by the Executive and Supervisory Boards | 38 |
|---|---|
| Independent Auditor's Report | 39 |
| Supervisory Board, Executive Board & | |
| Executive Management Team | 40 |
| Defi nitions | 41 |
| Consolidated Financial Statements | 42 |
Parent Company Financial Statements
| Parent Company Financial Statements | 83 | |
|---|---|---|
| Subsidiaries and Associates | 96 | |
| Contacts | 98 | |
Executing the strategy
Henning Kruse Petersen Chairman
Niels Henrik Jensen President & CEO
We took a number of strategic initiatives in 2011 to bring EAC several important steps forward in the development of our two profi table businesses. The positive results of these eff orts serve to reaffi rm our conviction that the idea of establishing the Santa Fe Group and Plumrose as two individual companies is the right course to take.
Achieving critical mass
The Santa Fe acquisitions of the Australian company WridgWays in December 2010 and the European-based Interdean in August 2011 have truly brought the critical mass we have been aiming for. With operations now in 50 countries across three continents, Santa Fe has become one of the world's leading moving and relocation services companies. Both of these acquisitions have been perfect strategic matches for Santa Fe with shared values, common quality standards and no overlapping operational geographies. The integration is progressing as planned, and we remain focused on creating a new strong coordinated platform for sales and marketing. The strength of the enhanced business platform has been confi rmed by the broad recognition we have received from our customers and partners as well as by our signifi cantly improved bidding power for global contracts, which has already given us new and extended international customer relationships and partner agreements.
In 2011, the strategic development of the Santa Fe Group was refl ected in the tripling of revenue compared to 2010 on an annualised basis. In 2012, with the full 12-month eff ect from Interdean and the realisation of further sales synergies, we expect additional substantial growth. Although the prevailing global economic circumstances have placed most businesses under pressure, our overall profi tability has become increasingly attractive. Through group-wide coordination and roll-out of best practices, value-adding service concepts and effi ciencies of scale, we will continue to improve our profi tability in the years ahead.
STRATEGY
Creating two independent businesses
During the past year, EAC has actively pursued its strategy of further strengthening its two profi table businesses and grow them into independent companies with a strong and compelling equity story to attract investors. Acquisitions, expansion and continued innovation of products, services and delivery have brought both the Santa Fe Group and Plumrose closer to the scale required to operate as independently listed companies.
Santa Fe Group
The two strategic acquisitions and the signifi cant expansion of the geographical platform of the Santa Fe Group during the past year have positioned the business among the world's leading providers in the moving and relocation services industry outside the USA. During the coming years, the primary strategic agenda for the Santa Fe Group will be to effectively realise the sales synergies from bringing three strong business platforms together and to further explore the new market potential offered from a strengthened competitive platform. The ambitious threeyear target is to increase the Santa Fe Group's annual revenue to around DKK 3bn with EBITDA margins of around 9-10 per cent, thereby building a strong equity story for an initial public off ering (IPO) of the Santa Fe Group. The actual timing of such an IPO will be determined on the basis of the Supervisory Board's assessment of the integrated Santa Fe group's readiness as well as the market environment and performance. The proceeds from the IPO will be distributed to EAC's shareholders as share buy-backs or dividends.
"
In 2011 we successfully expanded and consolidated our market-leading position in both of our businesses. In the comming year, we will further exploit the attractive market opportunities in our eff orts to establish the Santa Fe Group and Plumrose as independent companies".
Sustaining our investment in long-term value creation
In Plumrose, we continue to make active use of the attractive funding opportunities we have available in Venezuela. With the country's highinfl ation economy constantly eroding cash value, continued investments in new capacity and long-term value creation is the best way to secure assets and at the same time facilitate further strategic development of our market-leading business in Venezuela. The acquisition of La Montserratina, a leading producer of processed, cured meat and fresh sausages with a highly recognised brand, demonstrates the execution of this strategy. In addition to a strong portfolio of branded products complementary to Plumrose's existing product range, the acquisition brings strategically important production capacity to the business. Further expansion of Plumrose's activities also relies on effi cient distribution, and in March 2011, a new state-of-the-art national distribution centre was opened near the central production facilities in Cagua. Other investments made in 2011 served to further expand and improve effi ciencies in the existing production facilities and farms. Combined with intensive sales and marketing eff orts and several strategic product launches, Plumrose succeeded in growing sales by well over the annual infl ation rate, consolidating its market leading position in a diffi cult environment.
Dividends and royalties from Venezuela have remained unpaid throughout the year in spite of our active and relentless eff ort to persuade the Venezuelan authorities to approve the payments to which we are entitled. There is no doubt that this state of aff airs has contributed signifi cantly to the disappointing development of our share price throughout 2011. In 2012, we will further strengthen our eff orts to persuade the Venezuelan government to allow the payment of the profi ts from our Venezuelan operations to our investors and owners without whom the business would not exist.
Execution on EAC strategy
In the coming year, we will continue to explore the attractive opportunities to further leverage our two businesses and consolidate their individual performance. We anticipate positive developments for both businesses in 2012, expecting revenue growth and continued attractive margins as we push forward towards the realisation of our strategic targets.
Plumrose
Strategic investments in Plumrose over the past year continued to enhance the business position as the undisputed market leader of processed food products in Venezuela. The 2011 acquisition of the premium brand meat producer, La Montserratina, provided a complementary product portfolio and important additional production capacity. In addition, the opening of a new, state-of-the-art refrigerated national distribution centre further consolidated Plumrose's unique position and technological edge. In the coming years, Plumrose will continue to exploit attractive Venezuelan fi nancing opportunities to further expand and consolidate its business in Venezuela, while providing an effective hedge against the high infl ation prevalent in Venezuela. Following an IPO of the Santa Fe Group, it is likely that Plumrose will be the only remaining activity of EAC.
Creating shareholder value is ultimately what drives EAC, and the fundamental rationale for EAC's strategy is to off er investors a simple and focused value proposition which refl ects the true underlying value of the business.
| DKK million | 2011 | 2010* | 2009* | 2008 | 2007 |
|---|---|---|---|---|---|
| CONSOLIDATED INCOME STATEMENT | |||||
| Revenue | 6,274 | 3,858 | 5,260 | 5,310 | 4,402 |
| Earnings before interest, taxes, depreciation and | |||||
| amortisation (EBITDA) and excl. other taxes | 573 | 329 | 622 | 717 | 677 |
| Earnings before depreciation and amortisation (EBITDA) | 516 | 310 | 575 | 706 | 653 |
| Operating profi t (EBIT) | 330 | 186 | 407 | 619 | 578 |
| Financials, net | 7 | -45 | -44 | -48 | -37 |
| Share of profi t in associates including gain/loss on | |||||
| disposal of associates | 2 | 210 | 18 | 31 | 42 |
| Income tax | 97 | 137 | 201 | 118 | 115 |
| Profi t from continuing operations | 242 | 214 | 180 | 483 | 469 |
| Profi t/(loss) from discontinued operations | 547 | 34 | 19 | 4 | |
| Net profi t for the year | 242 | 761 | 214 | 502 | 473 |
| Earnings per share (diluted) from continuing operations | 13.3 | 14.2 | 12.4 | 32.7 | 28.9 |
| 31.12. | 31.12. | 31.12. | 31.12. | 31.12. | |
|---|---|---|---|---|---|
| DKK million | 2011 | 2010 | 2009 | 2008 | 2007 |
| CONSOLIDATED BALANCE SHEET | |||||
| Total assets | 6,095 | 4,184 | 4,472 | 3,319 | 2,687 |
| Working capital employed | 1,423 | 772 | 961 | 1,181 | 835 |
| Net interest bearing debt, end of period | 1,234 | -115 | 416 | 208 | -207 |
| Net interest bearing debt, average | 569 | 112 | 312 | 1 | -476 |
| Invested capital | 4,114 | 2,347 | 3,130 | 1,903 | 1,375 |
| EAC's share of equity | 2,680 | 2,362 | 2,355 | 1,759 | 1,531 |
| Minority interests | 166 | 95 | 106 | 79 | 110 |
| Cash and cash equivalents | 629 | 1,054 | 604 | 504 | 546 |
| Investments in intangible assets and property, plant and equipment | 384 | 258 | 379 | 394 | 234 |
| CASH FLOW | |||||
| Operating activities | -213 | 59 | 342 | 149 | 284 |
| Investing activities | -890 | 477 | -337 | -239 | 304 |
| Financing activities | 666 | 32 | 90 | 59 | -579 |
| RATIOS | |||||
| EBITDA margin (%) | 8.2 | 8.0 | 10.9 | 13.3 | 14.8 |
| EBITDA margin (%), excl. other taxes | 9.1 | 8.5 | 11.8 | 13.5 | 15.4 |
| Operating margin (%) | 5.3 | 4.8 | 7.7 | 11.7 | 13.2 |
| Equity ratio (%) | 44.0 | 56.0 | 52.7 | 53.0 | 57.0 |
| Return on invested capital (%) | 16.0 | 11.3 | 25.4 | 43.1 | 52.5 |
| Return on parent equity (%) | 6.5 | 31.2 | 10.9 | 28.2 | 25.9 |
| Equity per share (diluted) | 223.0 | 187.1 | 175.9 | 128.9 | 104.0 |
| Number of employees end of period | 6,399 | 5,328 | 5,706 | 5,516 | 5,027 |
| Exchange rate DKK/USD end of period | 574.56 | 561.33 | 519.01 | 528.49 | 507.53 |
*Income statements 2010 and 2009 continuing operations.
The ratios have been calculated in accordance with defi nitions on page 41.
CONSOLIDATED GROUP RESULTS FOR 2011
HIGHLIGHTS
- Consolidated revenue amounted to DKK 6,274m (DKK 3,858m). Growth over 2011 was primarily driven by price increases in Plumrose and Santa Fe Group's acquisitions of WridgWays and Interdean.
- EBITDA excluding other taxes amounted to DKK 573m representing and EBITDA margin excluding other taxes of 9.1 per cent.
- EAC's share of net profi t was DKK 162m.
- A dividend of DKK 5.00 per share of DKK 62m excluding treasury shares will be proposed to the Annual Genaral Meeting on Thursday, 27 March 2012.
Facts about EAC Group
"The acquisitions of Interdean and WridgWays brought critical mass to the Santa Fe Group. Nevertheless, Plumrose continued to contribute signifi cantly to the overall revenue, profi t, assets and equity of the EAC Group primarily driven by the combination of applying the fi xed offi cial exchange rate for translation purposes and the hyperinfl ation adjustments required by IAS 29."
Michael Østerlund Madsen, Group CFO
Plumrose – Market leader within branded processed meat products in Venezuela
RECENT M&A HIGHLIGHTS
July 2010
Divestment of EAC Industrial Ingredients
EAC's Asian-based ingredients business is divested with a gain of over DKK 500m, thereby releasing resources and fi nancial fl exibility to exploit the full potential of EAC's two remaining businesses.
December 2010
Acquisition of WridgWays
Santa Fe acquires Australia's leading moving and relocation company, adding a new important continent to the Santa Fe Group's strong Asian-Pacifi c platform and doubling the business revenue.
February 2011
Acquisition of La Montserratina
Plumrose acquires the leading, premium brand meat producer in Venezuela with complementary product portfolio and important production capacity.
August 2011
Acquisition of Interdean
Santa Fe acquires Europe's leading moving and relocation services company with operations in 35 countries in Europe, Russia and Central Asia, thereby once again doubling revenue of the Santa Fe Group.
EAC Group
FINANCIAL PERFORMANCE Exchange rate eff ects
The following outline of the fi nancial developments in 2011 versus 2010 is in respect of Plumrose based on reported hyperinfl ation fi gures (IAS 29).
Developments in exchange rates between DKK and the functional currencies of subsidiaries (non-hyperinfl ation economies) impacted the EAC Group's results in 2011 reported in DKK. In a number of countries (particularly in Asia), the currencies correlated to a certain degree with USD. In 2011, the average DKK/USD rate was 532.29 or 5.6 per cent lower than in 2010 (DKK/USD 563.62). As a consequence, revenue and EBITDA for 2011 decreased in the Santa Fe Group by DKK 36m and DKK 3m respectively.
In subsidiaries operating in hyperinfl ationary economies, income and expenses are translated at the exchange rate as of the balance sheet date which impacted the result in Plumrose positively due to the appriciation of the exchange rate from DKK/USD 561.33 at the end of 2010 to DKK/ USD 574.56 at the end of 2011. The associated impact on revenue and EBITDA excluding other taxes was an increase of DKK 103m and DKK 11m respectively.
CONSOLIDATED INCOME STATEMENT
Continuing operations
Revenue in 2011 amounted to DKK 6,274m (DKK 3,858m). The result was DKK 0.2bn above the latest outlook announced in Q3 2011 primarily due to the end of year DKK/USD of 574.56 versus DKK/USD 550.00 in the outlook.
The reported 2011 revenue increase was mainly driven by Plumrose through price increases fuelled by the high infl ation in Venezuela and to a minor extent favourable exchange rate eff ects compared to 2010. Furthermore, revenue in 2011 was driven by the acquisition of Wridg-Ways in December 2010 and Interdean, which was consolidated as from 1 August 2011.
Earnings before interests, taxes, depreciation and amortisation
(EBITDA) excl. other taxes in 2011 amounted to DKK 573m (DKK 329m). Plumrose achieved an EBITDA of DKK 543m (DKK 425m) due to price increases driven by infl ation and increased pig prices.
EBITDA in the Santa Fe Group was positively aff ected by the acquisitions of WridgWays and Interdean.
The EBITDA margin excl. other taxes was 9.1 per cent compared to around 8.5 per cent in the latest outlook as announced in Q3 2011. The better than anticipated margin was driven by a strong Q4 in Plumrose.
Non-recurring transaction costs of DKK 24m relating to the acquisitions of Interdean (DKK 20m) and La Montserratina (DKK 4m). The costs were expensed primarily in the parent company.
Financial expenses and income, net was an income of DKK 7m (DKK -45m). Foreign exchange rate losses of DKK 59m were primarily due to
a foreign exchange adjustment in Q1 of DKK 30m in Plumrose relating to the purchase of USD. Interest expenses and other fees of DKK 184m were mainly attributable to loans in Plumrose which were increased due to capital expenditures and working capital requirements combined with fi nancing of royalty payments in 2010, funding of the acquisition of La Montserratina and purchase of USD. Gain on the net monetary position arising under hyperinfl ation accounting amounted to DKK 195m (DKK 60m).
Share of profi t in associates was DKK 2m (DKK 13m) primarily attributable to remaining associates in Thailand.
Reported (IAS 29) income tax was an expense of DKK 82m (DKK 125m) excluding withholding taxes and other taxes. The reported (IAS 29) eff ective tax rate (adjusted) was 24.3 per cent (37.0 per cent). The eff ective tax rate was severely impacted by the hyperinfl ation adjustments in Plumrose and deferred tax adjustments in the parent company.
The eff ective tax rate (adjusted) under historical accounting principles was 8.5 per cent (14.6 per cent). The low tax rate is primarily due to the fact that profi t before tax in Plumrose to a high degree mainly is attributable to the tax exempted farms as a result of very high pig prices and secondarily due to the parent company recognising expected credit from tax paid on royalties in Venezuela.
Profi t/loss from continuing operations was DKK 242m in 2011 (DKK 214m).
Non-controlling interests' share of profi t amounted to DKK 80m (DKK 26m) primarily due to high profi tability in the Procer pig farm in Venezuela given the high pig prices during 2011.
Equity holders
EAC's share of the net profi t in 2011 was DKK 162m (DKK 735m). The
| Financials, reported: | 2011 | 2010 |
|---|---|---|
| DKK million | (IAS 29) | (IAS 29) |
| Financial income: | ||
| Interest income | 6 | 8 |
| Net monetary gains | 195 | 60 |
| Exchange gains | 43 | 5 |
| Other interest income | 7 | 3 |
| Total fi nancial income | 251 | 76 |
| Financial expenses: | ||
| Interest expenses and other fees | 184 | 89 |
| Exchange losses | 59 | 31 |
| Other | 1 | 1 |
| Total fi nancial expenses | 244 | 121 |
| Financial, net | 7 | -45 |
| Tax: | 2011 | 2010 | ||
|---|---|---|---|---|
| Reported | (historical | Reported (historical | ||
| 2011 | accounting | 2010 accounting | ||
| DKK million | (IAS 29) | policy) | (IAS 29) | policy) |
| Income tax | 127 | 117 | 111 | 102 |
| Deferred tax | 45 | -146 | 14 | -36 |
| Other taxes | ||||
| including | ||||
| withholding tax | 15 | 15 | 12 | 12 |
| Income tax expenses | 97 | -14 | 137 | 78 |
| Withholding tax | -15 | -15 | -12 | -12 |
| Other taxes | ||||
| excluding | ||||
| withholding tax | 0 | 0 | 0 | 0 |
| Corporate income tax | 82 | -29 | 125 | 66 |
| Profi t before income | ||||
| tax, excluding share of | ||||
| profi t in associates | 337 | 342 | 338 | 452 |
| Eff ective tax rate (%) | 24.3 | -8.5 | 37.0 | 14.6 |
2010 result was strongly aff ected by the disposal of the EAC Industrial Ingredients.
CONSOLIDATED BALANCE SHEET
Total equity by the end of 2011 was DKK 2.8bn (DKK 2.5bn). Total equity increased due to the infl ation adjustments in Plumrose arising under hyperinfl ation accounting combined with a net profi t for the period and by currency translation adjustments of the opening balances, partly off set by purchase of treasury shares and dividend payment to shareholders and non-controlling interests of DKK 195m.
Dividend payment
A dividend of DKK 5.00 per share amounting to DKK 62m excluding treasury shares was approved by the Annual General Meeting held on 24 March 2011 and subsequently paid to the shareholders.
Return on average invested capital from continuing operations,
annualised was 16.0 per cent in 2011 compared to 11.3 per cent in 2010 primarily due to the improved profi tability in Plumrose.
Share buy-back programme
In 2011, EAC acquired 612,954 treasury shares at a total consideration of DKK 102m. As of 31 December 2011, the company held 338,494 treasury shares equalling 2.7 per cent of the share capital.
Cancellation of treasury shares
The approval at the Annual General Meeting on 24 March 2011 to cancel 1,366,705 treasury shares equivalent to a reduction of the share capital of DKK 96m took eff ect on 2 May 2011 following a four-week notice to creditors.
Outstanding royalties and dividends
EAC received no royalty or dividend payments from Plumrose in 2011. Management continues to maintain a close and active dialogue with the relevant Venezuelan authorities concerning outstanding royalties and dividends. For further details, please refer to note 28.
Santa Fe Group completed acquisition of Interdean
On 1 August 2011 the Santa Fe Group completed the acquisition of Europe's leading moving and relocation services company, Interdean International Relocation Group. The Santa Fe Group took over 100 per cent of Interdean's share capital at a total price of EUR 65m corresponding to DKK 482m on a cash and debt free basis. The acquisition will be fi nanced through a combination of equity and debt.
The acquisition signifi cantly strengthens the position of the Santa Fe Group as a leading provider of moving, relocation and records management services in Asia, Australia, the Middle East and now Europe and Russia.
For further information please refer to announcement no. 12 as of 1 August 2011 and note 32.
PARENT COMPANY
The EAC Parent separate fi nancial statements have been prepared in accordance with IFRS.
- The profi t for the year amounted to DKK 332m (DKK 606m).
- Cash fl ows from operating activities was DKK -548m (DKK 201m).
- Cash balances at 31 December 2011 amounted to DKK 6m (DKK 442m).
- Total assets at year end was DKK 2,296 m. (DKK 2,353m) and equity totalled DKK 2,131m (DKK 1,959m).
SUBSEQUENT EVENTS
No material events have taken place a er 31 December 2011.
EAC strategy towards 2016
The overriding aim of the EAC Group is in the course of the coming years to develop its two businesses, Santa Fe Group and Plumrose, into strong and independent businesses; each with a size and scale suffi cient to attract international investors and to become independent, listed companies.
This growth strategy is based on EAC's fundamental objective of creating maximum shareholder value. The fi nancial objective is to achieve double-digit organic growth in local currencies through acceleration of value-adding acquisitions and organic growth.
GROUP OUTLOOK FOR 2012
Consolidated revenue for the EAC Group is expected at around DKK 8.1bn. The EBITDA margin is expected to be above 8.5 per cent.
The Group outlook is based on a DKK/USD exchange rate of 560.00 for 2012. The offi cial foreign exchange rate in Venezuela is assumed at VEF/USD 4.30.
When considering the Group's outlook for 2012, it should be understood that the macroeconomic situation is uncertain, not least in Venezuela. Changes in the assumptions stated are likely to occur and may signifi cantly aff ect the outlook.
OTHER GROUP ISSUES Share-based payments
EAC operates a share-based incentive programme according to which management and certain other key employees of the EAC Group were granted share options. General guidelines for the programme were approved by the Annual General Meeting in 2008. The programme was completed in 2009. For further information, please refer to note 13 or to the EAC Group's website: www.eac.dk.
Disclaimer
The Annual Report 2011 consists of forward-looking statements including forecasts of future revenue and future EBITDA. Such statements are subject to risks and uncertainties in respect of various factors, of which many are beyond the control of the EAC Group and may cause actual results and performance to diff er materially from the forecasts made in the interim report. Factors that might aff ect expectations include, among other things, overall economic, political and business conditions and fl uctuations in currencies, demand and competitive factors.
The Annual Report 2011 is published in Danish and English. The Danish text shall be the governing text for all purposes, and in case of any discrepancy the Danish wording shall be applicable.
EAC GROUP CORPORATE GOVERNANCE
Corporate Governance
Annual statutory statement on corporate governance, cf. section 107b of the Danish Financial Statements Act
This statement for The East Asiatic Company Ltd. A/S forms part of the Supervisory Board's 2011 report and covers the period 1 January to 31 December 2011.
EAC's Supervisory Board and Executive Management consistently seek to ensure that the company observes its corporate governance policies and procedures in order to optimise value creation from the Group's activities. In this connection, the Supervisory Board continuously considers NASDAQ OMX Copenhagen's recommendations on corporate governance in terms of their relevance to the Group. The Group complies with a majority of the recommendations, but there are recommendations that the Supervisory Board has chosen not to follow.
The position of the Supervisory Board on each of the recommendations of NASDAQ OMX Copenhagen on corporate governance, is explained on the EAC website, http://www.eac.dk/governance.cfm.
The Supervisory Board's views on some of the recommendations are set out in the following including those the Supervisory Board has chosen not to follow.
Role of the shareholders and their interaction with the management of the company
The Supervisory Board and the Executive Board support an open dialogue with EAC's shareholders, including at general meetings. For example, shareholders can have their proposals included on the agenda and/ or address the shareholders at general meetings.
Role of stakeholders and their importance to the company and the company's corporate social responsibility
Responsible behaviour and respect for the environment form an integral part of EAC's way of doing business. EAC has policies and procedures for its stakeholder relations and social responsibility as refl ected in this report.
Openness and transparency
EAC aims to maintain an open and active dialogue with current and potential investors, fi nancial analysts, the news media and other stakeholders. EAC's communication activities are intended to ensure that EAC shares remain attractive with high liquidity and a true and fair value.
Tasks and responsibilities of the Supervisory Board
The Supervisory Board is responsible for the overall strategy and management of the company, and it lays down the rules of procedure and supervises the work of the Executive Management. The Executive Management attends meetings and telephone conferences of the Supervisory Board, and in addition the Chairman of the Supervisory Board maintains close contact with the Executive Management. The Supervisory Board is responsible for defi ning the overall group strategy. An annual board strategy seminar is also attended by the Executive Management.
At annual general meetings of the Company, the Chairman of the Supervisory Board together with the Executive Management report on the main events of the past year. At the same time major developments, new strategic initiatives and the fi nancial position are presented to the shareholders, and major initiatives undertaken by the EAC Group are reviewed.
Composition and organisation of the Supervisory Board
Members of the Supervisory Board are elected by the shareholders in general meeting for terms of 12 months. Supervisory Board members, whose term of offi ce has expired, are eligible for re-election. When proposing a nomination to the general meeting, the Supervisory Board takes into account the skills required to perform the duties of a board member. A presentation of each candidate standing for election is provided to the shareholders prior to the annual general meeting. Therefore, the Supervisory Board does not fi nd it relevant to post a further specifi cation of these skills on the company's website. The Supervisory Board has no employee-elected members.
The Supervisory Board believes that there is diversity at all management levels of EAC including equal opportunities for both sexes. Diversity forms a natural part of the CSR objectives for each of EAC's two operating businesses. The Supervisory Board does not believe there is a need to lay down further specifi c objectives in this regard.
All members of the Supervisory Board are independent and have no special interest in EAC except as minority shareholders. The Supervisory Board undertakes an annual evaluation of its performance and achievements, but does not fi nd that publishing the details of the procedure or the outcome would serve a useful purpose. According to the rules of procedure, members of the Supervisory Board must retire when they reach the age of 70.
Board meetings
The past year the Supervisory Board held a total of twelve meetings of which seven took place as telephone conferences. Furthermore, a seminar took place in December in London.
Board committees
Due to the size of the Supervisory Board (four members) and the competencies of its members, the Supervisory Board has decided not to establish any board committees other than an audit committee consisting of the members of the Supervisory Board. Preben Sunke is chairman of the audit committee.
Remuneration of members of the governing bodies
The Executive Management receives a fi xed salary and participates in a long-term share option incentive programme, which closed in the fi rst half of 2009. The terms of the programme can be found on EAC's website (www.eac.dk), where the total number of share options and the nominal value of the programme are disclosed together with the number of eligible employees. The exact structure of a new programme is currently under development. EAC has no retention or severance programmes in force for the Executive Management.
The remuneration of the members of the Supervisory Board consists of a fi xed annual fee. The total remuneration for 2011 for each member of the Supervisory Board was approved at EAC's Annual General Meeting in 2011 and is disclosed in note 12 to the fi nancial statements. The fee for the current fi nancial year will be submitted for approval at the Annual General Meeting on 27 March 2012.
Financial reporting
All relevant information regarding fi nancial and non-fi nancial developments essential to EAC is disclosed in the annual report and the three interim reports.
Risk management and internal control
Given the scope of EAC's activities, investments and fi nancing, the Group is exposed to adverse movements in foreign exchange rates, interest rates and commodity prices. EAC's risk management is coordinated through a policy framework approved by the Supervisory Board.
The risk management procedures are focused on minimising risk. Particular focus is on reducing the volatility of the Company's cash fl ows in local currencies. For further information see note 28 to the fi nancial statements.
EAC's internal controls and risk management systems are described in further detail on the next page. The Supervisory Board reviews and considers EAC's policy on insurance as well as its insurance coverage on an annual basis.
A whistle-blower system was implemented in 2011 in the Santa Fe companies and in WridgWays. The system will be extended to also include the Interdean companies in 2012.
Plumrose will also implement a whistle–blower system in 2012.
Audit
The existing control and reporting procedures are subject to regular review. It is the view of the Supervisory Board that establishing an internal audit function would not add any value to the existing procedures.
Internal Controls
EAC operates in emerging markets in Asia, Australia, Europe, The Middle East and Latin America, implying considerable market risk. EAC has many years of experience working under such conditions, and the company's structured risk management approach includes, among other things, systematic internal controls based on an individual risk assessment of each of the businesses.
The internal controls and procedures of the fi nancial reporting process are important management tools for the EAC Group and are designed to ensure that both the internal and external fi nancial reporting give a true and fair view of the EAC Group's fi nancial position and performance without material errors.
The internal controls and procedures of the fi nancial reporting process are modelled around the EAC corporate structure consisting of Group Management (EAC Corporate Centre) and two individual businesses.
Control environment
A set of risk management policy guidelines has been approved by the Supervisory Board. These guidelines constitute the EAC Group's overall control environment along with other internal policies and procedures, management structure, legislation and regulations.
The EAC Group's fi nancial reporting process comprises monthly reporting, budgets, full-year estimates and supplementary information regarding particular high-risk items.
Furthermore, each business has implemented specifi c reporting procedures based on local conditions.
The day-to-day application of internal controls and their eff ectiveness is handled at business level. Based on an assessment of risk and materiality, a framework of internal control procedures is prepared at group and business level.
Risk assessment
The Supervisory Board and the Executive Board make a general analysis of material entries and other fi nancial reporting issues on a regular basis, including items and issues that may be subject to special risk. The assessment of risks is made at group level.
Essential fi nancial estimates and evaluations are described in further detail in note 2 to the consolidated fi nancial statements.
Control activities
The control procedures are based on the risk assessment and are structured in a control catalogue setting out the minimum control activities to be performed.
The control procedures include manual as well as automatic controls. The objective of the control activities is to ensure that the fi nancial reporting process complies with the instructions laid down by management in order to prevent, detect and correct errors in due time.
The control catalogue constitutes an important tool through which the Supervisory Board and the Executive Board monitor the EAC Group's internal control and risk management systems.
Information and communication
The EAC Group communicates regularly to the businesses all material risks and internal controls regarding the fi nancial reporting process and any corrective measures taken or changes made.
Year-end and other reporting procedures as well as manuals regarding specifi c IFRS standards are handled by the EAC Corporate Centre and communicated to the management of each business.
Monitoring
Monthly fi nancial reporting is analysed and monitored by segment management and contro llers, and consolidated data is analysed and monitored by the EAC Corporate Centre.
The business managements report annually on the control procedures, confi rming and documenting at the same time their compliance with the internal controls and adding contingency plans of action required to correct any weaknesses. The results are summarised and reported to the Supervisory Board.
The EAC Group Management periodically follows up on identifi ed weaknesses as well as recommendations to ensure that such weaknesses are handled in due time according to the agreed plans of action.
Sustainability in EAC
Responding to increased stakeholder expectations
EAC supports the international community's call for improved corporate sustainability governance through new and revised guidelines issued by, for example, the UN, the OECD or the EU, and regulations entering into eff ect such as the UK Bribery Act. Relevant data collection, performance measurements, target setting, risk assessments, e-learning and a clear delegation of roles and responsibilities will make up the backbone of EAC's strategy to adequately address the need for sustainability governance including adequate procedures to work against corruption.
A year of implementation and system set-up
Following the initial CSR screenings in 2009 of EAC's performance, risks and opportunities in accordance with the 10 UN Global Compact principles and the strategy development and implementation in 2010, 2011 was a year of implementing systems to strengthen EAC's capabilities of business-driven sustainability management.
EAC aims to make the collection of quantitative and qualitative data essential not only for the strategic management of CSR issues, but also to use it as an operational management tool across businesses and countries. Strategic management of sustainability risks and opportunities is an integral part of good governance at EAC. Therefore, EAC applied systematic data collection in 2011 to facilitate and improve the integration of WridgWays, the operations acquired in December 2010. The plan is to facilitate further expansion of the IT-based data collection programme to Interdean in 2012.
Adequate procedures and e-learning
EAC also supported the Santa Fe Group in developing e-learning modules for managers on the topics of non-discrimination and anti-corruption. The modules were tested in 2011, and the fi rst round of the annual training sessions will be initiated in Q1 of 2012. A module on anti-corruption for employees is planned for 2012. The system allows management and employees to assess how well the policies and procedures have been understood, and it forms an integral part of EAC's eff orts to maintain and improve its anti-corruption due diligence system. EAC plans to train managers and all relevant employees in 2012.
Plans for 2012
In 2012, EAC will focus on using the improved access to performance data to benchmark operational units against each other and set relevant targets locally and at group level. EAC will also continue to further strengthen the businesses' due diligence processes on human rights in line with the expectations of the international community. EAC will improve policies and systems such as HR systems, staff manuals, supplier codes of conduct, internal grievance mechanisms and whistle-blower functions.
Still, the CSR due diligence systems in the businesses need continuous attention since potential CSR-related risks can occur in any jurisdiction e.g. in relation to suppliers, authorities or business partners. EAC is aware of these risks and acknowledges that CSR integration is a learning process and is committed to making continuous improvements based on international principles and standards.
Additional information
For more information about CSR implementation, performance and planned activities in the Santa Fe Group and in Plumrose refer to the business sections.
The management's review does not include a complete statement on EAC's corporate social responsibility eff orts. Reference is made to the separate report on sustainability which also constitutes EAC's Global Compact Communication on Progress report and meets the requirements for sustainability reporting of the Danish Financial Statements Act.
The Global Compact Communication on Progress reports for 2011 and 2010 are available at http://www.eac.dk/responsibility.cfm
EXCERPTS FROM EAC'S GROUP CSR POLICY
EAC pledges to:
PEOPLE
- Continuously improve EAC's governance system to ensure compliance with basic human rights
- Identify ways of maximising the positive social impact of EAC's business operations where EAC has special skills, products or services to make a diff erence.
PLANET
- Assess and reduce the negative impact of EAC's operations on the environment including climate change
- Meet or exceed applicable regulatory requirements wherever EAC conducts its operations
- Continuously seek to improve EAC's awareness, processes and production facilities in order to set new environmental standards in markets whenever possible.
PROFIT
- Apply a zero-tolerance approach with respect to corruption, extortion and bribery in accordance with principle 10 of the UN Global Compact.
- Continuously work to improve governance structures to combat corruption in all its forms.
For the full CSR policy of the EAC, refer to EAC's website: http://www.eac.dk/responsibility.cfm
Shareholder Information
Investor relations
EAC provides regular and timely information to investors and analysts about the EAC Group's businesses and fi nancial performance with the aim of ensuring transparency and a fair valuation of the EAC share.
When publishing interim and annual reports, EAC audiocasts presentations for investors, analysts and the press. The Executive Management furthermore participates in investor and analyst presentations internationally and in Denmark. The EAC share is covered by the analysts listed on the corporate website, www.eac.dk.
EAC's website is the main source of investor-related information. All annual reports, interim reports and webcasts are available online immediately a er being published.
According to standard practice, EAC does not comment on issues related to its fi nancial performance or expectations three weeks prior to planned releases of full-year or interim fi nancial reports.
The full policy for EAC's investor relations is published on the EAC website.
The EAC share
EAC shares fell by 34.2 per cent on NASDAQ OMX Copenhagen A/S in 2011 and were traded at a price of DKK 118.5 at the end of the year. With dividend payments in 2011 of DKK 5 per share, the share yielded an overall negative return of 31.4 per cent. By comparison, the MidCap index fell by 23.5 per cent during that period.
The daily average turnover of EAC shares in 2011 was around DKK 3.2m, corresponding to a total traded volume of DKK 0.8bn (2010: DKK 1.7bn.). On 31 December 2011, the market capitalisation of EAC was DKK 1.5bn.
The EAC share is 100 per cent free fl oat, i.e. all EAC shares are freely negotiable.
Share capital
The EAC share capital amounts to DKK 864,364,165 consisting of
Share data
| Stock exchange: | NASDAQ OMX Copenhagen |
|---|---|
| Index: | MidCap |
| Sector: | Consumer staples |
| Trading code: | DK0010006329 |
| Ticker: | EAC |
| Share capital: | DKK 864,364,165 |
| No. of shares: | 12,348,060 |
| Negotiable papers: | Yes |
| Shares with special rights: | No |
12,347,460 shares at a nominal value of DKK 70 each, equalling DKK 864,322,200 and 1,199 shares at a nominal value of DKK 35 each, equalling DKK 41,965. There is only one class of shares.
The Supervisory Board has been authorised to allow EAC to acquire treasury shares in the period until the next annual general meeting up to a combined nominal value of 10 per cent of the share capital; as permitted under section 48 of the Danish Companies Act. The purchase price may not deviate by more than 10 per cent from the offi cial price quoted on NASDAQ OMX Copenhagen at the time of acquisition.
As of 31 December 2011, EAC held 338,494 (1,092,245) treasury shares, equivalent to 2.7 per cent of the total share capital. In 2011, EAC acquired 612,954 treasury shares at a total consideration of DKK 102m. Treasury shares are held at zero value in EAC's books.
Ownership information
At the end of 2011, approximately 20,000 shareholders were listed in EAC's register of shareholders; a decrease from the end of 2010 (21,000). About 75 per cent (76 per cent) of EAC's total share capital is held by registered shareholders. The ten largest shareholders hold in aggregate 17 per cent of the registered share capital. Some 28 per cent of the registered share capital is held by shareholders based outside Denmark.
| Trading and share key fi gures as of 31 December 2011 | 2011 | 2010 | 2009 | 2008 | 2007 |
|---|---|---|---|---|---|
| Share closing price | 118.5 | 180.0 | 181.8 | 177.5 | 397.5 |
| Share high/low | 180/108 | 187/125 | 208/134 | 447/160 | 440/245 |
| Total number of outstanding shares | 12,348,060 | 13,714,765 | 13,714,765 | 14,083,915 | 15,030,190 |
| Treasury shares | 338,494 | 1,092,245 | 334,000 | 703,160 | 1,280,275 |
| Nominal value | 70 | 70 | 70 | 70 | 70 |
| Share capital (DKK m) | 864 | 960 | 960 | 986 | 1,052 |
| EAC's share of equity | 2,680 | 2,362 | 2,355 | 1,759 | 1,531 |
| Market value (DKK m)* | 1,423 | 2,272 | 2,432 | 2,375 | 5,466 |
| Earnings per share (EPS)** | 13.3 | 14.2 | 14.8 | 32.7 | 28.9 |
| Equity per share | 223 | 187 | 176 | 129 | 104 |
| Dividend per share (DKK) | 5 | 25 | 5 | 5 | 10 |
| P/E ratio | 8.9 | 12.7 | 12.3 | 5.4 | 13.8 |
| P/BV | 0.6 | 1.0 | 1.0 | 1.4 | 3.6 |
| Payout ratio (%) | 25 | 35 | 32 | 14 | 32 |
Per share ratios are calculated based on diluted earnings per share.
*) Excl. treasury shares. **) Earnings per share from continuing operations excl. treasury shares.
Register of shareholders EAC's Register of Shareholders is maintained by:
VP Investor Services A/S 14 Weidekampsgade DK - 2300 Copenhagen S
No shareholders have reported a holding of more than 5 per cent of the shares in reference to section 29 of the Danish Securities Trading Act.
EAC strives to engage in open dialogue with current and potential shareholders and encourages shareholders to register their holdings with the company and thereby make use of their infl uence. Registration can take place through the shareholder's own bank securities department or securities broker.
Management's holdings of EAC shares
As of 31 December 2011, the members of the Supervisory Board and Executive Management combined held a total of 22,066 EAC shares.
EAC maintains a list of insiders in accordance with applicable law. Insiders and related persons may only undertake transactions in EAC shares during the four-week periods following publication of the annual or quarterly interim fi nancial reports.
Annual General Meeting and dividend
The Annual General Meeting of The East Asiatic Company Ltd. A/S will be held on: Tuesday, 27 March 2012 at 16.00 at: Radisson Blu Falconer Hotel & Conference Center 9 Falkoner Allé DK-2000 Frederiksberg
an ordinary dividend of DKK 5 per share be paid in respect of the 2011 fi nancial year in accordance with EAC's dividend policy. The total divi-
For further information
Contacts for institutional investors, analysts and media:
dend payment proposed amounts to DKK 62m.
The notice to convene the meeting will be advertised in the press and sent to those shareholders who have so requested. A notice will also be posted on EAC's website (www.eac.dk) together with other key share-
EAC aims to maintain the necessary equity to fund the EAC Group's operations and to achieve the group strategy. Excess capital will be distributed to the shareholders through dividend payments including interim dividends and/or share buybacks. EAC has in recent years operated a practise of returning one third of the profi t for the year to the shareholders. Ordinary dividends are determined at annual general meetings.
The Supervisory Board will propose to the Annual General Meeting that
President & CEO Niels Henrik Jensen Tel. +45 35 25 43 00
holder information related to the AGM.
Group CFO Michael Østerlund Madsen Tel. +45 35 25 43 00
Contact for private shareholders: Shareholders' Secretariat Tel. +45 35 25 43 00 E-mail: [email protected] www.eac.dk
Announcements to NASDAQ OMX Copenhagen A/S in 2011
| Date | No. | Subject |
|---|---|---|
| 03.01. | 1 | Venezuela to simplify currency exchange regime |
| 05.01. | 2 | EAC purchase of treasury shares |
| 24.02. | 3 | EAC's Annual Report 2010 |
| 01.03. | 4 | Notice convening the Annual General Meeting of The East Asiatic Company Ltd. A/S |
| 24.03. | 5 | EAC's outlook for 2011 and strategy towards 2016 |
| 24.03. | 6 | EAC's Annual General Meeting |
| 27.04. | 7 | EAC Moving & Relocation Services acquires Interdean – Europe's leading moving and relocation services company |
| 10.05. | 8 | EAC's share capital |
| 12.05. | 9 | EAC's Interim Report Q1 2011 |
| 01.06. | 10 | EAC investor meeting today |
| 07.06. | 11 | Reduction of ATP's, EAS's and SUPP's share of ownership and votes in EAC |
| 01.08. | 12 | Santa Fe Group (EAC Moving & Relocation Services) completes acquisition of Interdean, Europe's leading moving and relocation |
| services company | ||
| 18.08. | 13 | EAC's Interim Report H1 2011 |
| 10.11. | 14 | EAC's Interim Report Q3 2011 |
| 22.12. | 15 | EAC Financial Calendar 2012 |
Financial calendar 2012 23.02. Annual Report 2011 27.03. Annual General Meeting 15.05. Interim Report Q1 2012 16.08. Interim Report H1 2012 15.11. Interim Report Q3 2012
SANTA FE MAKES IT EASY
HIGHLIGHTS
- Growth in all service segments and positive synergies from expanded geographical platform.
- Australia: Strong demand from mining and energy sector, high level of inbound relocations and increased market share were the performance drivers.
- Asia and the Middle East: Overall growth driven especially by strong activity from existing and new business in China and South Asia.
- Europe, Russia and Central Asia (included as of 1 August 2011): High level of intra European activity and increased market shares contribute to growth.
- Outlook: Market developments remain positive and sales synergies will be derived from expanded geographical platform.
Facts about Santa Fe Group
"Santa Fe's business model is fundamentally about meeting our customers' demand for single-source solutions to their global mobility management. With the two recent strategic acquisitions expanding our footprint to 50 contries acrosss three continents, we truly consolidated our position among the world's leading moving and relocation services companies".
Lars Lykke Iversen, CEO
SERVICES
Records management
Service off ering of a number of archive storage and administrative services based on state-of-the-art technology. The services are off ered in twelve countries across Asia enabling customers to grow and save in the cost of offi ce space.
Visa & Immigration
Sorting out the paperwork for an international relocation and the solution to all immigration and visa handling allowing customers to take full advantage of the local knowledge and expertise in the Santa Fe Group who help manage all immigration needs to comply with local laws and ensure a smooth transfer to any location.
Relocation Services
The high quality and services include immigration/visa handling, home/school search, language/cultural training, tenancy management, fi nancial management services.
Moving Services
The services off er a singlesource solution to all relocation needs, combining comprehensive services with the highest quality and environmental standards to maximise customer value.
Real estate services
A comprehensive range of real estate services designed to make the search for a new home quick, effi cient and hassle-free. A er a detailed analysis of customer requirements, suitable properties are selected for viewing and help provided to navigate the local leasing procedures.
Santa Fe Group
STRATEGIC FOUNDATION
Moving with the customers
The strategic objective of the Santa Fe Group is to strengthen its market leadership in integrated mobility management focusing on relocation services.
Fuelled by growing demand for integrated mobility management, the Santa Fe Group plans to expand its product off ering and further consolidate its geographical platform for continued growth.
As corporate customers move to new geographies, the Santa Fe Group will follow, extending its network in Asia, Australia, Europe and the Middle East. Further expansion in the Middle East will be spearheaded from the Dubai offi ce. There are no plans for any acquisitions in the US or Canada, as management believes that the Santa Fe Group is better represented in that region through its close partnerships with leading players.
Due to the knowledge-based and people-driven nature of the business, organic geographic expansion is implemented gradually, and acquisitions focus on quality companies with highly skilled management teams already in place.
The Santa Fe Group will focus on continued growth in relocation services in all markets.
Records management is currently being off ered in selected markets, and focus will be on expansion in emerging markets where the Santa Fe Group already has a presence.
PRODUCTS AND MARKETS
Single-source solution to relocation needs
Based on its customer-centric philosophy and in response to growing demand from international corporations, the objective of the Santa Fe Group is to off er a single-source solution for all relocation needs, combining comprehensive services with the highest quality and top environmental standards in order to maximise the value brought to the customers.
Product development
As corporate customers seek to streamline their own operations to save costs, the Santa Fe Group continuously develops new services and procedures in order to proactively anticipate customer needs and demands and thereby enhance customer satisfaction.
Growing market shares in competitive markets
Foreign direct investment (FDI) into Asia, Australia, Western and Eastern Europe, Russia, Central Asia and the Middle East is an important driver of the relocation business. For several years, the increasing globalisation has produced high relocation volumes, off ering attractive growth markets for the Santa Fe Group.
The Santa Fe Group has successfully expanded its operations throughout Asia, Australia, the Middle East, Western and Eastern Europe, Russia and Central Asia achieving a market leading position. Through its relocation partners within the FIDI, OMNI and the worldwide ERC networks, the Santa Fe Group off ers services to customers relocating globally.
High-quality service solutions
The Santa Fe Group operates under the regional brands Santa Fe, Wridg-Ways and Interdean. Using the latest technology available and being in full compliance with ISO standards, all services are designed to provide customers with a high and consistent quality experience.
The service range includes immigration/visa handling, home/school search, language/cultural training, tenancy management, fi nancial management services and move management. These services, along with the moving services, allow customers to take full advantage of the local knowledge and expertise of the Santa Fe Group.
The records management business off ers a series of archive storage and administrative services based on state-of-the-art technology. The service off erings are available in twelve countries and hold an attractive growth and earnings potential as commercial centres across these markets continue to grow, and the costs of offi ce space increase.
RISK PROFILE
Economic risk
The Santa Fe Group is sensitive to occurrences that reduce global mobility, fl uctuations in foreign direct investment (FDI) like into Asia, Russia and Central Asia or pandemic diseases.
Operating risk
The most important risk factor is the potential loss of corporate customers. To mitigate this risk, the Santa Fe Group off ers its customers consistent, effi cient and integrated mobility services through a global service platform.
Product risk
The Santa Fe Group alleviates the product risk by exercising strict control of service delivery through internal quality systems and by complying with industry standards.
| Financial summary (DKK million) | *2011 | *2010 | 2009 |
|---|---|---|---|
| Revenue | 1,797 | 640 | 560 |
| EBITDA | 155 | 69 | 60 |
| EBITDA margin (%) | 8.6 | 10.8 | 10.7 |
| Operating profi t (EBIT) | 127 | 57 | 49 |
| Operating margin (%) | 7.1 | 8.9 | 8.8 |
| Total assets | 2,051 | 1,086 | 335 |
| Working capital employed | 65 | 45 | 37 |
| Invested capital | 1,209 | 630 | 123 |
| Net interest bearing debt, year-end | 11 | 37 | -60 |
| Return on invested capital in % p.a. | 16.9 | 18.3 | 43.9 |
| Cash fl ow from operating activities | 115 | 34 | 74 |
| Cash fl ow from investing activities | -516 | -426 | -11 |
| Employees, number year-end | 2,823 | 1,971 | 1,629 |
| Employees, number average | 2,397 | 1,595 | 1,657 |
*WridgWays was acquired on 16 December 2010 and Interdean was acquired on 1 August 2011
2011 IN REVIEW
Consolidating the business platform
On 1 August 2011, the Santa Fe Group completed the acquisition of Interdean, Europe's leading moving and relocation provider. The addition of Interdean marked an important milestone for the Santa Fe Group, and the expanded business platform will greatly benefi t customers and trade partners going forward. The merging companies off er professional moving, relocation and records management services through 120 offi ces in 50 countries with more than 2,800 permanent team members and handle in excess of 109,000 relocations annually. Combining Interdean's extensive network across Western and Eastern Europe, Russia and Central Asia with the existing Santa Fe and WridgWays networks throughout Asia, Australia and the Middle East, provides a single-source solution to customers and partners across three continents. The combined activities represent a unique strategic platform for continued growth and value creation with further attractive expansion opportunities in the Middle East and in those regions of Europe, Asia and Australia where the Santa Fe Group is not currently present.
The integration of Interdean into the Santa Fe Group is well underway. A formal kick-off meeting with participants from three continents was held in London on 15 August 2011. Sales and Marketing for the Santa Fe Group now operates out of London as this location is closest to the decision-makers of the European-based multinational customers.
The majority of the WridgWays integration plan was completed during 2011, with the fi nal steps of the technology integration scheduled for completion by the end of April, 2012.
The new corporate brand guidelines have been laid down based on the red horse as the iconic symbol of the industry with Interdean and Wridg-Ways incorporating it into their branding and marketing.
A technology plan has been established and is being implemented in stages with the objective of creating a common platform and heightening the effi cient use of websites and social media.
The extended footprint on three continents has been very well received by customers and partners. All Santa Fe Group companies experience specifi c results, having signed new customers, and improved opportunities for winning international contracts.
Improved market conditions
In recent years the global economic crisis has had an adverse eff ect on the mobility industry, resulting in a drop in relocations globally. The dynamic Asian economies have, however, continuously seen high growth rates, and direct investments into Asia have increased. This trend is having a positive eff ect on the mobility industry and as a consequence, the Santa Fe Group experienced growth in all service segments across regions during 2011.
Asia and the Middle East grew by 5 per cent in outbound relocations whereas inbound relocations grew by 14 per cent. Australia benefi tted from the shortage of workers in the mining sector resulting in inbound relocations at double-digit growth with outbound relocations recording single-digit growth. Europe reported single-digit volume growth overall, while Australia, including project management for third country relocations, i.e. relocations to or from geographies where the Santa Fe Group is not present, improved signifi cantly.
The high-margin relocation services continued to grow during 2011, partly due to continued eff orts to expand and refi ne the service off erings through the increase in business from existing customers and overseas relocation companies.
The records management business also gained market share and expanded its geographical coverage with double-digit growth in all markets.
Compliance
It is increasingly important for the majority of multinational companies that service providers in their supply chain are compliant in all respects when it comes to information security and data protection, the environment, health and safety and corporate social responsibility. To meet this requirement, the Santa Fe Group aims to continue investing in quality programmes such as ISO 9001 Quality procedures, ISO 14001 Environmental programme, ISO 18001 Health & Safety, AS/NZS 4801 Occupational Health & Safety, ISO 271001 Information and data security, FAIM, the highest quality standard in the moving industry, and not least in corporate social responsibility reporting under the UN Global Compact programme. This gives the Santa Fe Group a competitive advantage by offering full compliance for multinational companies and trading partners on three continents.
CSR
More and more multinational corporations demand CSR compliance from its service providers. For the Santa Fe Group, a strategic approach to CSR is key to maintaining and improving the Santa Fe Group's market leading position, and the Santa Fe Group is working to become the CSR leader in its industry with the long-term goal of becoming carbon neutral. As a consequence, the Santa Fe Group is a signatory to the United Nations Global Compact and has established a strict set of ethical values and standards based on the 10 principles of the UN Global Compact, which it is in the process of being rolled out to all country operations.
FINANCIAL RESULTS Acquisition/Integration
Due to the acquisitions of WridgWays in December 2010 and Interdean in August 2011, the year-on-year comparison of Santa Fe's Asia business development is impacted by several factors such as signifi cant growth through acquisitions, elimination of intercompany sales and positive and negative synergies which complicate a direct comparison. Consequently, such a comparison has been omitted from the annual report.
Revenue
Revenue grew by 180.8 per cent in 2011 compared to 2010, reaching DKK 1.8bn which is in line with the previous outlook of revenue above DKK 1.7bn. In local currencies revenue increased by183.7 per cent.
Revenue by segments, 2011
MOVING SERVICES
Total revenue increased by 220.3 per cent in local currencies.
Australia
In Australia total revenue increased by 7.1 per cent in local currencies compared to 2010 despite enduring sales and operational setbacks in the fi rst quarter of 2011 due to severe fl ooding in the state of Queensland, which prevented rail and road distribution for several weeks and caused a reduction in private consumer relocation demand. Despite the fl ood impact in Queensland, the domestic moving business recovered to record a revenue improvement against the previous year. Western Australia and Queensland were dominant in growth due to strong demand from the mining and energy industries whilst New South Wales and Victoria performed well in markets aff ected by stagnant economies. The project management division was successful in winning a number of contracts in the mining and hotel/resort industries resulting in a 31.0 per cent revenue increase compared to 2010. The international business equally increased revenue by 7 per cent. Australia has a signifi cant shortage of skilled workers and the mining and energy industries and supporting downstream business such as engineering and construction fi rms need to recruit off shore to fi ll job vacancies. This was an important factor and inbound relocations increased by 24.0 per cent compared to 2010. Outbound relocations increased by 4.7 per cent refl ecting a small reduction in demand from private consumers, and an increase from overseas trading partners in the USA, Europe and Asia.
Asia and the Middle East
In Asia and the Middle East total revenue increased by 6.0 per cent, with outbound volumes increasing by 5.0 per cent and inbound volumes by 14.0 per cent.
Total revenue from Greater China grew by 2.9 per cent. In particular, China, Taiwan and Macau experienced increases in revenue whereas a decrease in revenue was experienced in Hong Kong due to loss of support from agents in competition with WridgWays and Interdean. China experienced 28 per cent growth in inbound volumes as customers continued their expansion in China. Outbound volumes increased by 7 per cent.
In North Asia, total revenue increased by 10.3 per cent in local currencies. Japan experienced an increase in outbound volumes due to the earthquake and tsunami, with inbound volumes being negatively affected. South Korea experienced growth due to an increased market share, as well as increased support from Europe based on the acquisition of Interdean.
In South East Asia, total revenue increased by 1.2 per cent in local currencies. Indonesia experienced a decline in outbound relocations as generally more people are relocating to the country. Malaysia experienced a drop in activity as both outbound and inbound relocations declined, in particular from the USA. Vietnam, the Philippines and Singapore were at a higher level of activity compared to 2010. Markets such as the Philippines and Vietnam experienced increased volumes for both inbound and outbound volumes as more international companies set up operations in those markets.
In South Asia (India) total revenue increased by 16.1 per cent in local currencies as a result of double-digit growth in both outbound and inbound relocations. The increase was achieved by increased business from trading partners and through positive eff ects from the acquisition of Interdean.
The Middle East operation experienced a higher level of activity with revenue 3.7 times higher than in 2010. The improvement was based on an increase in market share, albeit from a low base, as well as additional business from the acquisition of Interdean.
Europe
Western, Central and Eastern Europe were consolidated in the Santa Fe Group accounts from August to December due to the acquisition of Interdean. Year-on-year total revenue grew with single digits. Western Europe experienced a higher level of activity with markets such as France, Germany and Italy experiencing double-digit growth based on increased market shares. Low growth throughout the Eurozone, particularly in Italy, Spain, Portugal and Ireland, has slowed market growth, but allowed for market share improvements. Overall, Central Europe performed on a par with 2010.
Eastern Europe was aff ected by restrictive customs regulations in Russia, with Russia representing about 38 per cent of total revenue in Eastern Europe.
The European market has two segments for moving services, intra European and international deep sea relocations respectively. Intra European activity continued to be a signifi cant contributor to overall revenue, driving growth and displacing agent revenues that dropped in the third and fourth quarters, in particular from the USA.
Interdean's European Central Dispatch system was created to coordinate and maximise truck and van usage for all offi ces and to create effi ciencies for designated routes on the continent. This has resulted in an increase of over 10 per cent in self-hauled activity in 2011. Continued development of this programme will improve vehicle effi ciency for 2012 and beyond.
Corporate relocation activity opportunities increased with the slow economy proving the catalyst for corporations to evaluate and go to market for their global mobility programmes. The combined strengths of the Santa Fe Group and the geographic coverage are proving to be of value together with the local capabilities and presence; a requirement for European as well as North American global corporations looking for a global solution with local execution.
RELOCATION SERVICES
Total revenue increased by 73.9 per cent in local currencies.
Australia
The Australian business increased total revenue by 8.2 per cent as a result of a higher uptake by its domestic corporate customers in the energy and mining sector.
Asia and the Middle East
For Asia and the Middle East, total revenue increased by 16.2 per cent in local currencies. This is a result of increased support from existing and new accounts.
Greater China increased total revenue by 7.5 per cent in local currencies. The 2010 revenue was li ed by a large project in China. When adjusted for this project, the 2011 revenue was up by 14.5 per cent.
In North East Asia, total revenue increased by 7.6 per cent in local currencies. Japan's level of activity was aff ected by the earthquake and the tsunami, whereas South Korea increased its revenue by 64.0 per cent due to a greater market share.
In South East Asia, total revenue was up by 39.3 per cent in local currencies with all markets achieving double-digit growth. The performance was based on increased activity from existing accounts as well as additional revenue from new accounts.
In South Asia (India), total revenue was at the same level as in 2010 due to a slow start to the year with revenue picking up in the latter part of the year.
The Middle East operation experienced a higher level of activity with total revenue increasing 15 times over 2010. This was achieved by leveraging existing accounts within other markets as well as additional business due to the acquisition of Interdean.
Europe
Relocation services experienced a higher level of activity with the addition of new important blue-chip corporate accounts following dedicated sales eff orts from the expanded Santa Fe Group platform.
RECORDS MANAGEMENT
Total revenue increased by 28.2 per cent in local currencies. Measured by volume, the business grew 33.0 per cent.
Asia and the Middle East
Greater China revenue grew by 12.1 per cent in local currencies whereas South East Asia revenue almost trebled as customers continued to build up storage levels combined with a positive contribution from acquired business in Indonesia.
EBITDA
The 2011 EBITDA of DKK 155m was an increase of 124.6 per cent in DKK and of 135.9 per cent in local currencies including WridgWays and Interdean. The EBITDA margin was 8.6 per cent which is below the previous outlook of around 9.5 per cent due to a weaker than expected product mix in Europe during the low season of Q4 and transactions costs related to Interdean.
Australia performed well relative to 2010 due to strong demand for general services within the mining and energy sector. Similarly, Greater China improved relative to 2010 with China achieving double-digit growth based on improved trading conditions. North Asia also performed well ahead of last year due to improved performance in South Korea with Japan being on a par with 2010. South East Asia improved on 2010 with Thailand, the Philippines, Indonesia and Vietnam performing well ahead of last year due to improved trading conditions and market share gains. Singapore performed slightly below 2010 with Malaysia performing considerably below 2010 due to lower activity for both inbound and outbound relocations. South Asia (India) performed below 2010 due to lower margins in moving services as well as an increase in fi xed costs due to high infl ation, the eff ect of which could not be fully passed on to customers. The Middle East operation, which was commenced in 2009, turned in positive results for 2011, based on a higher market share. Europe experienced improved results when compared to the same period of 2010, in particular Western and Central Europe.
Working capital employed increased by 64.7 per cent in local currencies compared to year-end 2010 due to the acquisition of Interdean, combined with an increase in sales and working capital days in China.
Invested capital increased by 67.6 per cent in local currencies compared to year-end 2010 due to the acquisition of Interdean and the buyout of the 30 per cent minority interest in India. The increase was partly off set by a decrease in working capital in WridgWays.
Return on invested capital (ROIC) was 16.9 per cent on an annualised basis in local currencies.
Net interest bearing debt was DKK 11m.
Investment in intangible assets and property, plant and equip-
ment amounted to DKK 594m of which DKK 294m was related to the acquisition of Interdean. Of this amount, DKK 249m related to goodwill, trademark, customer relations and other intangible assets. The purchase price allocation, including the split between goodwill and other intangibles, is provisional. For further information, please refer to note 32 in the fi nancial statements. Capital expenditure in Santa Fe in Asia and Wridg-Ways amounted to DKK 23m and DKK 22m respectively.
OUTLOOK 2012
Revenue is expected to be around DKK 2.5bn with an EBITDA margin of around 8.5 per cent refl ecting the relatively lower margins in Interdean and the inclusion of that company for the full year.
The outlook is based on the continued recovery of the worldwide mobility industry experienced during 2011 and expected to continue in 2012. It is anticipated that the Australian economy will continue to deliver strong results, driven mainly by the mining, gas and engineering industry. For Asia, it is expected that continued fl ow of foreign direct investments into the major markets will bring increased activity for Greater China, South Asia and India, in particular. The economies in Europe are not likely to grow. Irrespective, the aim is to continue to grow the business through new accounts, increased partner business as well as continued focus on relocation services.
LONGTERM FINANCIAL TARGETS 20122016
- Compounded organic annual revenue growth in DKK of more than 5 per cent
- EBITDA margin increasing from around 8.5 per cent to around 10 per cent
- Return on invested capital increasing from around 18 per cent to around 25 per cent.
Sustainability in Santa Fe
CSR as a driver aligning performance across country operations
A central eff ort this year was to implement an eff ective sustainability data collection system in the Santa Fe Group. Going forward, this will be used to measure and manage the company's sustainability impacts and benchmark operations against each other more eff ectively.
Another priority was to continue the roll-out of CSR policies, work instructions and procedures to the remaining country operations, including WridgWays in Australia. Implementation of the core CSR programme was completed in the Hong Kong operation in 2010. The offi ces in Singapore and China were up and running by end of Q2 2011. All remaining offi ces, except Interdean, initiated systematic implementation in 2011 by, as a minimum, completing the fi rst round of CSR self-assessment with quality assurance from international CSR experts. Systematic integration of policies and processes is due in Q1 and Q2 2012.
People – High standards for high quality
To maintain the high quality standards that result from high employee satisfaction and low employee turnover, the Santa Fe Group works to ensure good working conditions for all employees and generally strives to be an exemplary employer. The company also has a supplier code of conduct setting the same high standards for its subcontractors. Currently, 43 per cent of the major fi rst tier suppliers have subscribed to the code, and the ambition is to reach a compliance rate of more than 66 per cent by 2012.
The company also strives to maximise its positive social impact through involvement in many locally-based community projects, e.g. by providing free logistic support to NGOs or local schools. This is one way the Santa Fe Group contributes cost effi ciently by making use of its existing physical assets and core competencies. In Asia, the Santa Fe Group contributed more than 1,000 hours of work and made monetary contributions of more than USD 130,000 in 2011.
Furthermore, the Santa Fe Group supports selected fundraising activities and donations to worthy causes in the regions where it has operations. The Santa Fe Group donates a total of USD 10 per move to the Johns Hopkins Breast Cancer Research Fund, raising a total of USD 82,000 in 2011. In 2012, the Australian activities will be included in the Johns Hopkins contributions, whereas the European business will continue its support to the Madame Curie organisation. In addition to directly bene-
| SELECTED CSR INDICATORS | 2011 | 2010 | 2009 |
|---|---|---|---|
| Employees* - year end | 2,823 | 1,971 | 1,657 |
| Average seniority (years)** | 5.7 | 5.3 | 5.1 |
| Employee turnover** (%) | 24 | 21 | 18 |
| Salaries + benefi ts*** (DKK m) | 514 | 175 | 165 |
| Average hours of training (employee/year) | 15 | - | - |
| Female employees** (%) | 31 | - | - |
| Work accidents** | 204 | - | - |
| Work-related fatalities** | 0 | 0 | 0 |
| Energy consumption per employee (Giga Joules)** | 49 | - | - |
| Carbon emissions (1,000 tonnes, scope 1 & 2)** | 10 | - | - |
| Incidents of corruption reported | 0 | 0 | 0 |
| Percentage of major suppliers signing Code of Conduct** 43 | _ | _ |
* Total number of employees before Interdean acquisition was 2,155 persons.
** Figures and calculation based on activities in Asia and Australia only.
*** Figures including activities in Asia only for 2009 and 2010. For 2011 fi gures includes activities in Asia, Australia. and Europe
fi tting the selected causes, these activities have the overall eff ect of creating goodwill and motivating staff .
The table shows selected indicators on the Santa Fe Group's sustainability impacts and performance.
Planet – An industry challenge and priority
As a leader within logistics, Santa Fe gives high priority to reducing the environmental impact of the company's activities and responding to climate change. The ISO14001 certifi cation constitutes the framework under which these eff orts are managed. The data collection system has strengthened the Santa Fe Group's environmental stewardship across countries and will be used to set annual targets. In 2011 Santa Fe in Asia and Australia consumed 1.1 litres of fuel per m3 of goods moved, and going forward the company will report on energy effi ciency improvements.
As a logistics provider with a large fl eet of trucks, vehicle emission control is a primary concern, and the Santa Fe Group applies higher standards than required by law.
Profi t - Compliance with international anti-bribery standards
The Santa Fe Group is committed to complying with international antibribery standards. The employee manual clearly states that it will deal with all customers, suppliers and others in a straightforward manner and in compliance with international standards for anti-bribery and business ethics as stated in the Global Compact and local anti-corruption and anti-bribery laws.
To further strengthen the organisational capabilities of the Santa Fe Group and to take additional steps to ensure compliance with the values and policies of the Santa Fe Group across an expanding number of country operations, e-learning modules for managers on the topics of non-discrimination and anti-corruption were developed and pilot tested in 2011.
Targets and priorities for 2012
The Interdean acquisition added 48 extra offi ces and a new continent to the Santa Fe Group's geographical coverage. Implementing the overall CSR programme to these activities will be an important priority in 2012.
In 2012, the Santa Fe Group will develop a formal workplace accident and injury reduction programme across Asia, Australia, Europe and the Middle East with the end goal being to reduce incidents by at least 10 per cent.
With the implementation of a new data collection system in 2011, Santa Fe will be able to track and record carbon emissions from its operations worldwide in 2012. The target is to reduce emissions by 2 per cent in 2012, and commence off setting emissions with the long-term goal of becoming carbon neutral.
From 2012, all managers will attend annual training courses on anti-corruption and non-discrimination, and e-learning programmes for selected employee groups will be tested and implemented. Procedures for risk assessment and registration of incidents will also be strengthened. Read more on www.eac.dk/responsibility.cfm.
24 Annual Report 2011 | THE EAST ASIATIC COMPANY LTD. A/S
INCOME STATEMENT
| DKK million | 2011 | 2010 |
|---|---|---|
| Revenue | 1,797 | 640 |
| Cost of sales | 1,157 | 383 |
| Gross profi t | 640 | 257 |
| Selling and distribution expenses | 351 | 137 |
| Administrative expenses | 159 | 63 |
| Other operating income | 2 | |
| Other operating expenses | 4 | |
| Operating profi t | 127 | 57 |
| Financials, net | -7 | -8 |
| Share of profi t in associates | 1 | |
| Gain on disposal of associates | 3 | |
| Profi t before income tax expense | 120 | 53 |
| Income tax expense | 38 | 14 |
| Net profi t for the year | 82 | 39 |
| Attributable to: | ||
| EAC | 71 | 30 |
| Non-controlling interests | 11 | 9 |
BALANCE SHEET ASSETS
| DKK million | 2011 | 2010 |
|---|---|---|
| Non-current assets | ||
| Intangible assets | 1,125 | 578 |
| Property, plant and equipment | 158 | 87 |
| Investment in associates | 1 | 0 |
| Other receivables | 9 | 1 |
| Deferred tax | 21 | 13 |
| Total non-current assets | 1,314 | 679 |
| Current assets | ||
| Inventories | 19 | 10 |
| Trade receivables | 433 | 208 |
| Other receivables | 141 | 71 |
| Cash and cash equivalents | 144 | 118 |
| Total current assets | 737 | 407 |
| Total assets | 2,051 | 1,086 |
| DKK million | 2011 | 2010 |
|---|---|---|
| Cash fl ows from operating activities | ||
| Operating profi t | 127 | 57 |
| Adjustment for: | ||
| Depreciation | 28 | 12 |
| Other non-cash items | 5 | 7 |
| Change in working capital | 7 | -15 |
| Interest, etc., paid | -8 | -5 |
| Interest, etc., received | 1 | |
| Corporate and other taxes paid | -45 | -22 |
| Net cash fl ow from operating activities | 115 | 34 |
| Cash fl ows from investing activities | ||
| Dividends received from associates | 1 | |
| Investments in intangible assets and | ||
| property, plant and equipment | -52 | -9 |
| Proceeds from sale of non-current assets | 2 | 1 |
| Acquisition of businesses | -466 | -426 |
| Sale of associates | 7 | |
| Net cash fl ow from investing activities | -516 | -426 |
| Net cash from operating and investing | ||
| activities | -401 | -392 |
| Cash fl ows from fi nancing activities | ||
| Proceeds from borrowings | 6 | 57 |
| Repayment of borrowings | -46 | -2 |
| Intercompany loan from the parent company | 476 | |
| Share capital increase | 385 | |
| Dividend paid out to non-controlling | ||
| interests in subsidiaries | -12 | -14 |
| Dividend payment to the EAC Parent company | -11 | |
| Net cash fl ow from fi nancing activities | 424 | 415 |
| Changes in cash and cash equivalents | 23 | 23 |
| Cash and cash equivalents at beginning of year | 118 | 84 |
| Translation adjustments of cash and cash | ||
| equivalents | 3 | 11 |
| Cash and cash equivalents end of period | 144 | 118 |
CASH FLOW STATEMENT BALANCE SHEET EQUITY AND LIABILITIES
| DKK million | 2011 | 2010 |
|---|---|---|
| EAC's share of equity | 639 | 579 |
| Non-controlling interests | 20 | 17 |
| Total equity | 659 | 596 |
| Liabilities | ||
| Non-current liabilities | ||
| Borrowings | 115 | 131 |
| Deferred tax | 92 | 13 |
| Provisions for other liabilities and charges | 32 | 13 |
| Total non-current liabilities | 239 | 157 |
| Current liabilities | ||
| Borrowings | 39 | 23 |
| Payable to the parent company | 476 | |
| Trade payables | 367 | 158 |
| Intercompany payables | 3 | 2 |
| Other liabilities | 252 | 128 |
| Current tax payable | 16 | 22 |
| Total current liabilities | 1,153 | 333 |
| Total liabilities | 1,392 | 490 |
| Total equity and liabilities | 2,051 | 1,086 |
INVESTMENT CASE
Attractive growth potential from expanded geographical platform
- By combining the strengths of WridgWays, Interdean and Santa Fe, the Santa Fe Group has consolidated its position as a world-leading moving and relocation services provider with own operations in 50 countries across Asia, Australia, the Middle East and Europe.
- Continued globalisation and growing demand from international, corporate customers for innovative single-source solutions off ers potential for further growth.
Improving profi tability from de-commoditisation of product mix
• Service innovations towards more value-added services in order to increase pricing power.
Limited capital requirements and strong return on investment
- Strong cash fl ow from operations and limited working capital requirements for sustained organic growth.
- Highly attractive return on investment from underlying business development.
Strengthened value proposition
• Continued synergy potential from increased scale and expanded geographic platform combined with stronger direct customer base and opportunities to leverage competencies and product development will further strengthen the competitive position.
Future independence
• As the businesses integrate and achieve the potential from a unique market position, the Santa Fe Group will establish a strong equity story for an initial public off ering.
CONSISTENT FINANCIAL PERFORMANCE IN A DIFFICULT ENVIRONMENT
HIGHLIGHTS
- Increased volumes and improved market position driven by intensive marketing and product launches.
- Integration of La Montserratina completed with new branded product range re-launched in Plumrose's marketing set-
- Successful investments in new national distribution centre and more effi cient production facilities.
- EBITDA driven by price increases and strong results in the pig farms.
- Outlook: High infl ation, increased public spending and GDP growth. Continued focus on marketing to off set margin eff ect from political price focus and new labour contracts.
Facts about Plumrose
Bent U. Porsborg, CEO
"In Plumrose we are always looking for opportunities to strengthen our core business and to expand into new categories and segments where we can leverage our distinctive capabilities and further develop new business. This is the case of the acquisition of La Montserratina (completed in March 2011) which, a er a seamless integration process, is now positioned to grow nationally on Plumrose´s established business platform."
PRODUCT BRANDS
Plumrose
STRATEGIC FOUNDATION
Enhance position as market leader
Plumrose remains focused on growth, expansion and on further strengthening its position by capitalising on its distinctive capabilities and its profound insight into the local market.
PRODUCTS AND MARKETS
A successful value-adding business model
Plumrose is undisputedly the leading manufacturer and distributor of branded, processed meat products in Venezuela; a nation of 28 million people where EAC has been operating a business for 59 years.
Plumrose markets its premium, high-margin products under the highly recognised own Plumrose brand and the Oscar Mayer licensed brand through a wide product portfolio. In addition, a series of other licensed brands targeting other market segments provide for a balanced portfolio off ering to consumers.
Plumrose is always looking for opportunities to expand its business into new categories and segments where it can leverage its distinctive capabilities to further develop new business. Such is the case of the acquisition (completed in March 2011) of La Montserratina, a regional fresh sausage and cured products producer in Venezuela with a highly recognised and appreciated brand which, a er an eff ective integration process, is now positioned to grow nationally on Plumrose's established business platform.
Plumrose will continue to deliver strong growth and profi ts signifi cantly above industry average due to its control of the entire value chain; from production of feed stuff , pig production, slaughtering and manufacturing of meat products to sales, marketing and unique nationwide chilled distribution. In addition, the high brand equity is sustained through targeted product and packaging innovation.
| Financial summary (DKK million) | |||
|---|---|---|---|
| Reported (IAS 29) | 2011 | 2010 | 2009 |
| Revenue | 4,477 | 3,218 | 4,700 |
| EBITDA excl. other taxes | 475 | 317 | 562 |
| EBITDA (%) excl. other taxes | 10.6 | 9.9 | 12.0 |
| EBITDA | 415 | 298 | 609 |
| EBITDA (%) | 9.3 | 9.3 | 13.0 |
| Operating profi t (EBIT) | 258 | 187 | 453 |
| Operating margin (%) | 5.8 | 5.8 | 9.6 |
| Total assets | 3,960 | 2,343 | 3,176 |
| Working capital employed | 1,358 | 727 | 941 |
| Invested capital | 2,890 | 1,725 | 2,255 |
| Net interest bearing debt, year-end | 1,179 | 531 | 546 |
| Return on invested capital in % p.a. | 18.1 | 15.0 | 25.2 |
| Employees, number year-end | 3,567 | 3,349 | 3,321 |
| Employees, number average | 3,458 | 3,331 | 3,204 |
Throughout its long history of operating in a high-infl ation economy, Plumrose has demonstrated its ability to pass on cost increases to selling prices while growing and protecting market shares by means of effective sales and marketing processes.
Leadership in the processed meats market
Plumrose is the overall leader of the Venezuelan market for processed meat products. As this is mainly driven by its leadership in the premium market segment, Plumrose is well positioned for continuous growth by expanding its presence in the standard value segment as well. This requires a continued expansion of production capacity via investments in new and existing facilities or through acquisitions.
Robust branded product portfolio
According to independent market surveys, Plumrose and Oscar Mayer continue to be the most preferred brands and enjoy the highest recognition among consumers in Venezuela within the ham and sausage product categories.
Plumrose's understanding of consumer behaviour, needs and habits along with eff ective advertising and promotions have supported the development of the Plumrose and Oscar Mayer brands to positions where they command premium prices, and product quality has also been instrumental in this process. Plumrose will continue to build on these capabilities to grow and expand its branded portfolio.
To further enhance growth, Plumrose is considering enlarging its footprint on value-added frozen meat products by expanding its product range. Categories under consideration, which off er synergy potential in sales and distribution, include frozen meat products and ready meals.
This initiative will be supported by the new, multi-temperature national
| Financial summary (DKK million) | |||
|---|---|---|---|
| Pro forma (historical accounting policies) 2011 | 2010 | 2009 | |
| Revenue | 3,743 | 2,956 | 4,340 |
| EBITDA excl. other taxes | 543 | 425 | 636 |
| EBITDA (%) excl. other taxes | 14.5 | 14.4 | 14.7 |
| EBITDA | 496 | 408 | 680 |
| EBITDA (%) | 13.3 | 14.4 | 15.7 |
| Operating profi t (EBIT) | 427 | 357 | 600 |
| Operating margin (%) | 11.4 | 12.1 | 13.8 |
| Total assets | 3,418 | 1,992 | 2,771 |
| Working capital employed | 1,306 | 712 | 915 |
| Invested capital | 2,125 | 1,267 | 1,850 |
| Net interest bearing debt, year-end | 1,180 | 532 | 546 |
| Return on invested capital in % p.a. | 29.3 | 26.2 | 37.6 |
| Cash fl ow from operating activities | -251 | 83 | - |
| Cash fl ow from investing activities | -358 | -223 | - |
distribution centre and the unique nationwide delivery fl eet with freezing capacity.
RISK PROFILE
Economic risk
Volatility of oil prices can aff ect the Venezuelan economy which is highly dependent on the revenue from oil exports.
Currency risk
Plumrose's functional currency is Bolivar (VEF) and Plumrose is therefore exposed to currency transaction and translation risks on fl uctuations between VEF and other currencies. The exchange controls established in February 2003 remained in force throughout 2011.
On 30 December 2010, the Venezuelan government announced the new parity of the VEF at VEF/USD 4.30 for all imports of food, health and education products, machinery and equipment with eff ect from 1 January 2011. All authorisations for imports granted by the currency board CAD-IVI (Venezuela's Commission of Foreign Exchange Administration that controls the sale and purchase of foreign currency at the offi cial rates) before 31 December 2010 were honoured at the VEF/USD 2.60 exchange rate prevailing in 2010. Also on 30 December 2010, the applicable VEF/USD exchange rate for remittances of future dividends and royalty to the parent company was ratifi ed at VEF/USD 4.30.
Interest rate risk
Interest rate levels in Venezuela have been capped by the Venezuelan central bank since 2005, and this has since brought signifi cant stability to the local fi nancial market. Plumrose uses debt instruments with the longest maturities available in the local fi nancial market and is eligible for the preferential agro loan rates. By the end of 2011, 87 per cent of the portfolio consisted of agro loans at an annual interest rate of up to 13 per cent.
Country risks and political aspects
Nationalisations made by the Venezuelan government with the main objective of securing local production of basic food items at subsidised costs have li ed the country risk factor, however Plumrose's product portfolio is not included in the basic food basket.
Product risk
At the pig farms, the health of the herds is given the highest priority. Accordingly, Plumrose pursues the highest biosecurity standards. The animals are subject to regular veterinarian controls and vaccination programmes.
In order to prevent product contamination during manufacturing processes, Plumrose applies best international practice in its cleaning and hygiene procedures.
The production facilities are inspected annually by local health authorities and are also subject to international independent audits.
Pork is the main raw material for the production of Plumrose products, and supply is secured through company-owned farms, a network of preferred suppliers and the maintenance of adequate inventory levels.
In order to control costs and quality, Plumrose operates its own feed mill. Corn and soy bean meal used for feed are imported at international market prices. Local yellow corn is bought at regulated prices when stocks are available.
2011 IN REVIEW
Market and macro-economic developments
The Venezuelan economy experienced a positive performance in 2011 with a growth rate of 4.2 per cent replacing the last two consecutive years of contraction. According to Venezuela's Central Bank, growth was driven by the conclusion to the power supply crisis, increased assignments of CADIVI USD and higher public sector investments.
Venezuela's economy continues to be highly dependent on oil exports. During 2011, international oil prices increased as a consequence of the political confl icts in some oil producing contries combined with increased demand in emerging economies such as China and India. By the end of December 2011, the Venezuelan oil basket was around USD 105 per barrel, the annual average being approximately USD 101 per barrel.
The infl ation rate in 2011 was 27.6 per cent or 0.4 percentage points higher than last year. This is the highest rate in the past three years and the fi h consecutive year with a rate above 20 per cent, making Venezuela one of the most infl ationary economies in the world.
Marketing focus drove growth
In spite of the positive growth of the Venezuelan economy the market for cold cuts declined by 10.8 per cent mainly due to the eroding eff ect of infl ation. Despite the negative market conditions, Plumrose's aim was to increase market share. The capture of increased market shares for important categories such as premium hams, wiener sausages and deviled hams was achieved during 2011, supported by marketing and promotional activities and new products launched during the year.
Advertising and promotional activities were maintained during the year for the premium brands such as Plumrose and Oscar Mayer with focus on more profi table categories: hams, wiener sausages and deviled ham. Plumrose was once again the leader in terms of share of investment (SOI) and share of voice (SOV) versus principal competitors, supporting the products by multimedia investments including TV, press, billboards, radio and PR campaigns.
New products were introduced in order to innovate and satisfy new consumer needs and trendy behaviours: Plumrose ham and turkey breast in new bulk formats for slicing, Plumrose turkey sausages, Plumrose ham with Omega 3, Oscar Mayer pre-sliced bacon in 150 grammes packages and three new Christmas products.
In addition, other previously discontinued products were re-introduced to the market to recover sales opportunities, i.e. Mortadella in bulk, paprika chicken Bologna and smoked chicken cocktail sausages.
Commodity risk
Investments to increase effi ciency
The new centrally located, refrigerated warehouse started operations in March 2011 and added important capacity and effi ciencies to the operation.
The acquisition of La Montserratina was completed on 16 March 2011 thus adding brand leading processed, cured meat and fresh sausages to the portfolio.
Investments in 2011 were focused on the expansion of the Plumrose and La Montserratina manufacturing plants including installation of new equipment, improvement of safety conditions at the slaughterhouse and expansion of the farms.
Also, the construction of the new pelletizer tower for the feed mill was completed in 2011.
CSR
From a sustainability point of view Plumrose is committed to producing high quality, safe food products to meet the continuously growing consumer demand in Venezuela. As an integral part of its operations, the company seeks to lower the negative impact of its production activities on the environment and to promote sustainable social development through job creation and favourable working conditions. The main longterm sustainability challenges for Plumrose are food safety and availability, emissions and waste management, employee health and safety and the use of natural resources, all of which will increasingly infl uence Plumrose's room for manoeuvre in the coming years.
Plumrose's strategy is to turn these long-term development issues into business opportunities, thereby seeking to provide profi table and sustainable solutions. The rationale for the wider CSR eff orts is to increase Plumrose's ability to operate in an ever changing market, improve the company's licence to operate, protect and increase its brand value, promote the ability to attract and retain talented and productive employees and increase customer loyalty.
FINANCIAL RESULTS
Currency regime
Although aff ected by administrative delays, Plumrose, operating in a prioritised industry, received the USD requested for imports from CADIVI at the VEF/USD exchange rate of 4.30. All authorisations for imports granted by the currency board CADIVI before 31 December 2010 were honoured at the VEF/USD 2.60 exchange rate prevailing in 2010 irrespective of their execution date.
Financial performance presentation
The following outline of the fi nancial developments in 2011 is based on pro forma fi gures prepared under the historical accounting policies without hyperinfl ation adjustments incorporated as per IAS 29.
Pro forma fi gures (historical accounting policies) Revenue growth above volume growth
Revenue in 2011 grew by 26.6 per cent compared to 2010, reaching DKK 3,743m. In USD, revenue was 703m, representing an increase of 34.1 per cent.
Sales were driven by average net price increases above the annual rate of infl ation combined with a 4.9 per cent volume increase in processed meat products, mainly driven by La Montserratina products. Plumrose's own product volumes remained practically unchanged.
The recovery of the economy did not translate into consumption as demand for the basic food basket continued to weaken during 2011 due to the high rate of infl ation.
EBITDA excl. other taxes
In 2011, EBITDA excl. other taxes of DKK 543m grew by 27.8 per cent in DKK and by 36.6 per cent in USD, strongly infl uenced by higher selling prices of processed meat products combined with the strong fi nancial results of the pig farms.
The EBITDA margin excl. other taxes of 14.5 per cent was on par with 2010. EBITDA benefi ted from the production cost aff ected by the use of raw materials purchased at the former preferential exchange rate of VEF/USD 2.60. EBITDA was adversely aff ected by higher labour costs as a consequence of the labour contracts currently in force.
Financials
During 2011, a fi nancial loss of DKK 31m was recognised relating to the purchase of USD 30m through government bonds. The implicit exchange rate was equivalent to VEF/USD 6.12 while the tradable SITME rate continued to be 5.30.
Working capital employed of DKK 1,306m increased by 79,3 per cent in USD, as the result of higher costs of raw material due to the increase in pig prices during 2011 and the elimination of the preferential exchange rate of VEF/USD 2.60.
Invested capital was up by 63.9 per cent in USD mainly due to the increase in working capital employed and new investments during the year.
Return on invested capital (ROIC) was 29.2 per cent, a decline compared with 2010 due to the relatively high increase in invested capital.
Net interest bearing debt at 31 December 2011 amounted to DKK 1,180m (DKK 532m) representing an increase of more than 100 per cent. This increase was mainly due to working capital funding and capital expenditures, combined with funding for the acquisition of La Montserratina.
The debt portfolio consisted of 87 per cent agro-industrial loans at an annual interest rate of up to 13 per cent.
Investments in intangible assets and property, plant and equipment amounted to DKK 388m, of which DKK 185m was invested in production and distribution facilities at the Plumrose plant, DKK 187m was invested in the pig farms and feed mill and DKK 16m in the La Montserratina facilities.
The investments were focused on the capacity expansion of the Plumrose and Montserratina manufacturing plants including improvements at the slaughterhouse, expansion of the farms and the new pelletizer tower for the feed mill.
Cash fl ow from operating activities was aff ected by the increase in working capital.
Royalty and dividend payments did not resume in 2011 despite continued dialogue with the Venezuelan Central Bank.
OUTLOOK 2012 REPORTED UNDER IAS 29
Infl ation is expected to remain high due to increased public spending in an election year combined with the heavy dependence on imports and a shortfall of domestic production of essential goods. In spite of the increasing economic controls by the government, infl ation is expected to be around 22 per cent in 2012 according to estimates made by the Venezuelan Central Bank.
The recovery of the economy experienced in 2011 is expected to continue in 2012 with GDP growth of around 4.0 per cent.
Revenue is expected to outgrow infl ation due to higher volumes sold and is expected to be around DKK 5,600m.
Labour contracts will be due for renegotiation in 2012 with most new contracts taking eff ect in Q3 2012. With 2012 being an election year, it is expected that the government will have particular attention on keeping prices stable. For this purpose new price control legislation was introduced in late 2011. At present this law has not aff ected products from Plumrose, but it must be anticipated that the combination of the law, increased labour costs and a diffi cult political and economic environment will not allow for very high margins such as those experienced in recent
years. However, owing to marketing and selling strategies and new product launches, the expected EBITDA margin is around 9.5 per cent for 2012.
Hyperinfl ation accounting (IAS 29)
The most material infl ation accounting adjustments between the historical accounting policies of Plumrose as well as recognition and measurement a er IAS 29 can be explained as follows:
- Revenue increases as it is restated for changes in the general price index from the date of the transaction until 31 December 2011.
- EBITDA decreases due to higher costs of goods sold and fi xed costs following restatement for changes in the general price index from the date of the transaction until 31 December 2011.
Sustainability in Plumrose
A number of improvement targets were reached in Venezuela in 2011 within environmental management, food safety, animal welfare and contributions to nutrition and health in local communities. Plumrose continued its ongoing eff orts to respect and support international principles for social, environmental, and economically sustainable development. The following sections provide highlights of Plumrose's CSR eff orts and achievements in 2011.
People – Continuous focus on promoting health and nutrition
Plumrose is considered a preferred employer in Venezuela. 83 per cent of Plumrose's 3,567 employees in 12 locations are organised in six different unions and are covered by collective bargains with benefi ts ranking among the best in Venezuela. In 2011, Plumrose spent almost USD 15.8m on benefi ts and productivity incentives in addition to employee salaries. The table shows selected indicators on Plumrose's sustainability impact and performance.
| PLUMROSE – SELECTED CSR INDICATORS | 2011 | 2010 | 2009 |
|---|---|---|---|
| Employees - year end | 3,567 | 3,349 | 3,321 |
| Average seniority (years) | 8.1 | 6.9 | 6.4 |
| Employee turnover (%) | 16.1 | 18.5 | 19.9 |
| Salaries + benefi ts* (DKK m) | 1,229 | 781 | 1,068 |
| Average hours of training (employee/year) | 22.0 | 15.3 | - |
| Work accidents** | 962 | 798 | 870 |
| Work-related fatalities | 0 | 0 | 0 |
| Female employees (%) | 16 | 13 | 15 |
| Water consumption (l/kg in meat processing plant) | 9.6 | 9.5 | - |
| Incidents of corruption reported | 0 | 0 | 0 |
* Increase from 2010 to 2011 and 2009 to 2010 includes infl ation and devaluation eff ect.
** Number of work accidents does not include La Montserratina operations.
Implementation of the new data collection system has changed the calculation method for average seniority. Therefore, the fi gures for 2009 and 2010 have changed compared to 2010 annual report. Further, the number of work accidents in 2009 and 2010 has increased compared to 2010 report due to incomplete records in 2010. The number of work accidents reported for 2009 and 2010 are now aligned to the 2011 reporting method.
Plumrose regularly invests to upgrade its production facilities and train its employees. The production facilities are audited regularly by external specialists, and ratings on food safety have improved in 2011.
Plumrose continued to promote health and nutrition by providing know-how and resources to local communities. This forms part of the company's positive contributions to society, with malnutrition being offi cially recognised as a health problem in Venezuela. In 2011, Plumrose continued sponsoring six school education programmes in the states of Aragua and Carabobo, reaching 3,588 children and teachers with the aim of improving nutritional habits. Plumrose invested USD 402,000 in the education programmes, up from USD 325,000 in 2010. Plumrose also donated own products to municipalities, public service and NGOs totalling more than USD 145,000, up 48 per cent from USD 98,000 in 2010.
Planet – Steps to implement environmental management system and improved animal welfare
In 2010, Plumrose decided to implement a structured environmental management system covering the entire value chain, with kick-off scheduled for the second half of 2011. The fi rst step was to strengthen systematic IT-based data collection on relevant environmental sustainability indicators. In 2012, Plumrose will take additional steps to implement a coherent environmental management system for its manufacturing units.
Animal welfare was also an issue when Plumrose considered expanding the two farms. Improvements have been incorporated in the air circulation and temperature control systems in the gestation and maternity barns.
New methods to reduce ammonia odours in the weaning stalls were implemented in order to improve conditions for the pigs and the operators.
Profi t – Business integrity campaign continued
Actions in 2011 included the ongoing eff orts to enforce the company's code of business conduct which was communicated and implemented throughout the organisation. Plumrose continued its integrity and value campaign on anti-corruption, anti-bribery, non-discrimination and nonharassment which was initiated in 2009. In 2011, the campaign covered ten facilities and reached 2,800 employees, the campaign involved easily intelligible information materials, contests and rewards for sharing company values, and in 2011 it also included standards on employee diversity.
The code of business conduct is upheld through a permanent internal control programme reporting directly to the CEO. A dedicated team plans year-round audits on procedures and results in all operations. No incidents or allegations of corruption were recorded during the year.
In 2012, Plumrose will strengthen the knowledge and awareness in the organisation of when and how to use EAC's whistle-blower system.
Targets and priorities for 2012
Plumrose will use the improved sustainability data collection system to set more targets for its CSR performance in the coming years.
In 2012 Plumrose will intensify the eff orts in reducing the number of work accidents by at least 10 per cent. Plumrose will also continue/expand the current health and nutrition programme to other locations.
Energy and water consumption will be a priority and in 2012 Plumrose will establish an energy consumption and carbon emission calculation system.
For more information on the CSR eff orts and impacts in 2011 and targets for 2012 consult the Plumrose UN Global Compact Communication on Progress at http://www.eac.dk/responsibility.cfm
INCOME STATEMENT
| DKK million | 2011 | 2010 |
|---|---|---|
| Revenue | 3,743 | 2,956 |
| Cost of sales | 2,519 | 2,000 |
| Gross profi t | 1,224 | 956 |
| Selling and distribution expenses | 571 | 447 |
| Administrative expenses | 181 | 138 |
| Other operating income | 2 | 3 |
| Other taxes | 47 | 17 |
| Operating profi t | 427 | 357 |
| Financials, net | -159 | -79 |
| Profi t before income tax expense | 268 | 278 |
| Income tax expense | -75 | 33 |
| Net profi t for the period | 343 | 245 |
| Attributable to: | ||
| EAC | 279 | 224 |
| Non-controlling interests | 64 | 21 |
BALANCE SHEET ASSETS
| DKK million | 2011 | 2010 |
|---|---|---|
| Non-current assets | ||
| Intangible assets | 2 | 0 |
| Property, plant and equipment | 976 | 651 |
| Livestock | 16 | 12 |
| Deferred tax | 264 | 108 |
| Total non-current assets | 1,258 | 771 |
| Current assets | ||
| Inventories | 966 | 489 |
| Trade receivables | 559 | 387 |
| Other receivables | 164 | 93 |
| Cash and cash equivalents | 471 | 252 |
| Total current assets | 2,160 | 1,221 |
| Total assets | 3,418 | 1,992 |
| DKK million | 2011 | 2010 |
|---|---|---|
| Cash fl ows from operating activities | ||
| Operating profi t | 427 | 374 |
| Adjustment for: | ||
| Depreciation and gain/loss from changes | ||
| in fair-value of lifestock | 69 | 51 |
| Other non-cash items | 57 | -34 |
| Change in working capital | -576 | -147 |
| Interest, etc., paid | -189 | -79 |
| Interest, etc., received | 30 | 3 |
| Corporate and other taxes paid | -69 | -85 |
| Net cash fl ow from operating activities | -251 | 83 |
| Cash fl ows from investing activities | ||
| Investments in intangible assets and | ||
| property, plant and equipment | -310 | -231 |
| Proceeds from sale of non-current assets | 15 | 8 |
| Acquisition of businesses | -63 | |
| Net cash fl ow from investing activities | -358 | -223 |
| Net cash from operating and investing | ||
| activities | -609 | -140 |
| Cash fl ows from fi nancing activities | ||
| Proceeds from borrowings | 1,060 | 362 |
| Repayment of borrowings | -216 | -47 |
| Dividend paid out to non-controlling | ||
| interests in subsidiaries | -22 | -8 |
| Royalty payment to the EAC Parent company | -88 | |
| Net cash fl ow from fi nancing activities | 822 | 219 |
| Changes in cash and cash equivalents | 213 | 79 |
| Cash and cash equivalents at beginning of year | 252 | 320 |
| Translation adjustments of cash and cash | ||
| equivalents (including devaluation impact) | 6 | -147 |
| Cash and cash equivalents end of period | 471 | 252 |
1) Royalty paid to the EAC Parent company in H1 2010 and full-year 2010 amounted to USD 19.7m and USD 25.9m respectively or equivalent to VEF 51.2m and VEF 67.3m at the preferential VEF/USD exchange rate of 2.60. In 2010, the applicable rate for translation purposes was the offi cial exchange rate of VEF/ USD 4.30, and consequently, the consolidated cash fl ow impact of paid royalties amounts to USD 11.9 (DKK 67m) and USD 15.7m (DKK 88m) respectively.
CASH FLOW STATEMENT BALANCE SHEET EQUITY AND LIABILITIES
| DKK million | 2011 | 2010 |
|---|---|---|
| EAC's share of equity | 844 | 674 |
| Non-controlling interests | 88 | 41 |
| Total equity | 932 | 715 |
| Liabilities | ||
| Non-current liabilities | ||
| Borrowings | 982 | 453 |
| Deferred tax | 9 | 0 |
| Provisions for other liabilities and charges | 43 | 20 |
| Total non-current liabilities | 1,034 | 473 |
| Current liabilities | ||
| Borrowings | 668 | 331 |
| Trade payables | 219 | 164 |
| Intercompany payables | 270 | 128 |
| Other liabilities | 222 | 151 |
| Current tax payable | 37 | 25 |
| Provisions for other liabilities and charges | 36 | 5 |
| Total current liabilities | 1,452 | 804 |
| Total liabilities | 2,486 | 1.277 |
| Total equity and liabilities | 3,418 | 1.992 |
INVESTMENT CASE
Market-leading position in high value segments
- From its market-leading position, Plumrose can drive growth further, expanding its portfolio into new product segments and food categories.
- Capacity expansion is a prerequisite for strengthening the product range and increasing volumes.
Maintaining strong profi tability
• Continued focus on product mix, active price management and further investments in production effi ciencies create a strong potential for maintaining attractive operating margins and enhanced overall profi tability.
Channelling cash fl ows into new opportunities for value creation
- Cash fl ows from operating activities constitute a dynamic platform for a continuous fl ow of investments to expand activities and ensure long-term value creation in spite of high infl ation and currency controls.
- ROIC performance continues to support the overall strategy.
Opportunities for further expansion
- Market leadership, strong demand and high brand recognition create a solid foundation for further expansion of the product off ering and services in the local market.
- With growing economies throughout the Latin American region, opportunities to selectively pursue geographical expansion are becoming increasingly attractive.
Group Consolidated Financial Statements
CONTENTS
| Consolidated Income statement | 42 | |
|---|---|---|
| Consolidated Statement of comprehensive income | 43 | |
| Consolidated Balance sheet | 44 | |
| Consolidated Statement of Changes in Equity | 45 | |
| Consolidated Cash Flow Statement | 46 | |
| Notes | ||
| 1 Accounting policies for the consolidated fi nancial statements | 47 | |
| 2 Signifi cant accounting estimates and judgements | 52 | |
| 3 New accounting regulation | 53 | |
| 4 Operating segments | 54 | |
| 5 Other operating income | 55 | |
| 6 Other operating expenses | 55 | |
| 7 Financial income/expenses | 55 | |
| 8 Income tax expense | 55 | |
| 9 Earnings per share | 57 | |
| 10 Audit fees | 57 | |
| 11 Number of employees | 58 | |
| 12 Salaries, wages and fees, etc. | 58 | |
| 13 Incentive schemes | 58 | |
| 14 Intangible Assets | 61 | |
| 15 Property, plant and equipment | 63 | |
| 16 Livestock | 64 | |
| 17 Amortisation and depreciation | 64 | |
| 18 Financial assets | 64 | |
| 19 Financial instruments by category | 65 | |
| 20 Share capital | 66 | |
| 21 Inventories | 66 | |
| 22 Trade receivables | 66 | |
| 23 Other receivables | 67 | |
| 24 Provisions for other liabilities and charges | 67 | |
| 25 Defi ned benefi t obligations | 67 | |
| 26 Other liabilities | 69 | |
| 27 Borrowings | 69 | |
| 28 Credit risk, currency risk and interest rate risk | 70 | |
| 29 Adjustments to reconcile operating profi t | |
|---|---|
| to net cash fl ows from operating activities | 73 |
| 30 Changes in working capital | 73 |
| 31 Divestment of entities | 73 |
| 32 Acquisition of entities | 74 |
| 33 Profi t from discontinued operations | 79 |
| 34 Contingent liabilities | 80 |
| 35 Lease obligation | 80 |
| 36 Related parties and ownership | 80 |
| 37 Related party transactions | 80 |
| 38 Accounting impact of Venezuela's status as a hyperinfl ationary economy | 81 |
| 39 Devaluation of the Bolivar in 2010 | 82 |
| 40 Subsequent events | 82 |
The Executive and the Supervisory Boards have today discussed and approved the annual report of The East Asiatic Company Ltd. A/S for the fi nancial year 2011.
The annual report has been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU and Danish disclosure requirements for listed companies.
In our opinion the consolidated fi nancial statements and parent company fi nancial statements give a true and fair view of the Group's and the parent company's fi nancial position at 31 December 2011 and of the results of the Group's and the parent company's operations and cash fl ow for the fi nancial year 1 January – 31 December 2011.
In our opinion, the Management's review includes a fair review of the development in the Group's and the parent company's operations and economical conditions, the results for the year, cash fl ows and the fi nancial position, as well as a review of the signifi cant risks and uncertainties aff ecting the Group and the parent company.
We recommend that the annual report be approved at the annual general meeting.
Copenhagen, 23 February 2012
The East Asiatic Company Ltd. A/S
Executive Board
Niels Henrik Jensen
Supervisory Board
Henning Kruse Petersen Preben Sunke Chairman Deputy Chairman
Connie Astrup-Larsen Mats Lönnqvist
To the shareholders of The East Asiatic Company Ltd. A/S
Independent auditor's report on the consolidated fi nancial statements and the parent company fi nancial statements
We have audited the consolidated fi nancial statements and the parent company fi nancial statements of The East Asiatic Company Ltd. A/S for the fi nancial year 1 January – 31 December 2011, which comprise income state ment, statement of comprehensive income, balance sheet, statement of changes in equity, cash fl ow statement and notes, including a summary of signifi cant accounting policies, for the Group as well as for the parent company. The consolidated fi nancial statements and the parent company fi nancial statements are prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU and Danish disclosure requirements for listed companies.
Management's responsibility for the consolidated fi nancial statements and the parent company fi nancial statements
The Management is responsible for the preparation of consolidated fi nancial statements and parent company fi nancial statements that give a true and fair view in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU and Danish disclosure requirements for listed companies and for such internal control as the management determines is necessary to enable the preparation of consolidated fi nancial statements and parent company fi nancial statements that are free from material misstatement, whether due to fraud or error.
Auditors' responsibility
Our responsibility is to express an opinion on the consolidated fi nancial statements and the parent company fi nancial statements based on our audit. We con ducted our audit in accordance with International Standards on Auditing and additional requirements under Danish audit regulation. This requires that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated fi nancial statements and the parent company fi nancial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated fi nancial statements and the parent company fi nancial statements. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatements of the consolidated fi nancial statements and the parent company fi nancial statements, whether due to fraud or error. In making those risk assessments, the audi tor considers internal control relevant to the entity's preparation of consolidated fi nancial statements and parent company fi nancial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the eff ectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting esti mates made by the management, as well as the overall presentation of the consolidated fi nancial statements and the parent company fi nancial state ments.
We believe that the audit evidence we have obtained is suffi cient and appropriate to provide a basis for our opinion.
Our audit has not resulted in any qualifi cation.
Opinion
In our opinion, the consolidated fi nancial statements and the parent company fi nancial statements give a true and fair view of the Group's and the parent com pany's fi nancial position at 31 December 2011 and of the results of the Group's and the parent company's operations and cash fl ows for the fi nancial year 1 January – 31 December 2011 in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU and Danish disclosure requirements for listed companies.
Statement on the Management's review
Pursuant to the Danish Financial Statements Act, we have read the Management's review. We have not performed any further procedures in addition to the audit of the consolidated fi nancial statements and the parent company fi nancial statements. On this basis, it is our opinion that the information provided in the Management's review is consistent with the consolidated fi nancial statements and the parent company fi nancial statements.
Copenhagen, 23 February 2012
KPMG
Statsautoriseret Revisionspartnerselskab
Jesper Ridder Olsen Jens Thordahl Nøhr State Authorised Public Accountant State Authorised Public Accountant
Henning Kruse Petersen
Chairman CEO, 2KJ A/S Joined the Supervisory Board in 2006 Born in 1947, Danish nationality.
OTHER SUPERVISORY BOARD ASSIGNMENTS:
Chairman of the supervisory boards: Financial Stability Company A/S Sund & Bælt Holding A/S A/S Storebælt A/S Øresund A/S Femern Landanlæg Femern A/S Øresundsbro Konsortiet C.W. Obel A/S Den Danske Forskningsfond Scandinavian Private Equity Partners A/S Socle du Monde ApS Erhvervsinvest Management A/S
Deputy chairman of the supervisory boards: Asgard Ltd.
Skandinavisk Holding A/S Fritz Hansen A/S
Member of the supervisory boards: Scandinavian Tobacco Group A/S William H. Michaelsens Legat Scandinavian Private Equity A/S The EAC Foundation
Holding of EAC shares as of 31.12.2011: 13,866 Independent member
Preben Sunke
Deputy Chairman Group Chief Financial Offi cer and Member of the Executive Board of Danish Crown A/S Joined the Supervisory Board in 2007 Born in 1961, Danish nationality.
OTHER SUPERVISORY BOARD ASSIGNMENTS: Chairman of the supervisory boards: Emidan A/S Fanmilk International A/S Danish Crown Insurance a/s
Member of the supervisory boards: SFK/OTZ Holding A/S ESS-FOOD A/S Slagteriernes Arbejdsgiverforening Skandia Kalk Holding ApS
Holding of EAC shares as of 31.12.2011: 2,800 Independent member
Connie Astrup-Larsen
CEO, KOMPAN A/S and KOMPAN Holding A/S Joined the Supervisory Board in 2007 Born in 1959, Danish nationality
OTHER SUPERVISORY BOARD ASSIGNMENTS: Eksport Kredit Fonden Eksport Kredit Finansiering A/S
Chairman of the supervisory boards of companies controlled by KOMPAN A/S: KOMPAN Danmark A/S, Denmark
KOMPAN Norge AS, Norway KOMPAN Holding Norway AS, Norway Lek & Sikkerhet AS, Norway Lek & Sikkerhet AB, Sweden KOMPAN Holding Sweden, Sweden KOMPAN GmbH, Germany KOMPAN Holding Germany, Germany KOMPAN NV/SA, Belgium KOMPAN SAS, France KOMPAN Ltd., England The Play Practice Ltd., Scotland Juegos KOMPAN S.A., Spain KOMPAN, Inc., USA KOMPAN Russia A/S, Russia OOO KOMПAН, Russia KOMPAN Italy A/S, Italy KOMPAN Italia Srl., Italy KOMPAN Commercial Systems SA, Belgium Dica A/S, Denmark Albert Knudsen Aps, Denmark Uniq Nordic Systems, Denmark
Member of the supervisory boards of companies controlled by KOMPAN A/S:
Megatoy Play Systems Pty. Ltd., Australia KOMPAN Playscape Pty. Ltd., Australia
Holding of EAC shares as of 31.12.2011: 400 Independent member
Mats Lönnqvist
Chief Financial Offi cer, PostNord AB (publ), Sverige. Joined the Supervisory Board in 2006 Born in 1954, Swedish nationality.
OTHER SUPERVISORY BOARD ASSIGNMENTS: Chairman of the supervisory boards: Intellecta AB, Sweden Relacom Management AB, Sweden
Member of the supervisory boards: Biolin Scientifi c AB, Sweden BordsjöSkogar AB, Sweden Camfi l AB, Sweden OvaconAB, Sweden Spendrups Bryggeri AB, Sweden
Holding of EAC shares as of 31.12.2011: 2,000 Independent member
EXECUTIVE BOARD & MANAGEMENT TEAM
Niels Henrik Jensen
Executive Board President and CEO since 1 January 2006
Executive Vice President and member of Executive Management Team since 1998. Employed in The East Asiatic Company Ltd. A/S in 1979. Born in 1954, Danish nationality.
Holding of EAC shares as of 31.12.2011: 2,000
Michael Østerlund Madsen
Group CFO since 1 January 2006
Member of the Executive Management Team since 2006. Employed in the The East Asiatic Company Ltd. A/S in 1999. Born in 1963, Danish nationality.
Holding of EAC shares as of 31.12.2011: 1,000
Lars Lykke Iversen
Senior Vice President of EAC since 2001 CEO of the Santa Fe Group (EAC Moving & Relocation Services) since 1990
Member of the Executive Management Team since 2001. Employed in The East Asiatic Company Ltd. A/S in 1972. Born in 1954, Danish nationality.
Holding of EAC shares as of 31.12.2011: 1,000
Bent Ulrik Porsborg
Senior Vice President of EAC since 1998 CEO of Plumrose (EAC Foods) since 1991
Member of the Executive Management Team since 1998. Employed in The East Asiatic Company Ltd. A/S in 1977. Born in 1957, Danish nationality.
Holding of EAC shares as of 31.12.2011: 7,000
| Equity per share | EAC's share of equity divided by the number of shares of DKK 70 nominal value each adjusted for portfolio of own shares and dilution eff ect of share options. |
|---|---|
| P/BV | Year-end stock exchange quotation divided by equity per share. |
| Market value | Year-end stock exchange quotation multiplied by the number of shares excluding treasury shares. |
| EPS | Earnings per share equals net profi t in DKK per share of DKK 70 nominal value each adjusted for portfolio of treasury shares and dilution eff ect of share options. |
| P/E ratio | Year-end stock exchange quotation divided by earnings per share. |
| EBITIDA margin | EBITDA in per cent of revenue. |
| Operating margin | Operating profi t (EBIT) in per cent of revenue. |
| Return on invested capital | EBITDA in per cent of average invested capital. |
| Return on parent equity | Net profi t in per cent of EAC's share of equity (average opening/closing balances). |
| Equity ratio | EAC's share of equity in per cent of total assets. |
| Cash and cash equivalents | Bank and cash balances included in current and non-current assets. |
| Working capital employed | Inventories plus trade accounts receivable less trade accounts payable and prepayments from customers. |
| Invested capital | Intangible assets plus property, plant and equipment plus current assets (excl. receivables from associates and bank and cash balances) less: non-interest bearing liabilities and provisions. |
| Interest bearing debt | Long-term debt plus short-term bank debt and accounts payable to associates. |
| Net interest bearing debt | Interest bearing debt less cash and cash equivalents. |
| EBITDA | Earnings before interest, taxes, depreciation and amortisation (operating profi t before depreciation and amortisation). |
| DKK million | Note | 2011 | 2010 |
|---|---|---|---|
| Revenue | 4 | 6,274 | 3,858 |
| Cost of sales | 4,367 | 2,740 | |
| Gross profi t | 1,907 | 1,118 | |
| Selling and distribution expenses | 1,067 | 633 | |
| Administrative expenses | 434 | 272 | |
| Other operating income | 5 | 5 | 4 |
| Other operating expenses | 6 | 24 | 12 |
| Other taxes | 57 | 19 | |
| Operating profi t | 330 | 186 | |
| Financial income | 7 | 251 | 76 |
| Financial expenses | 7 | 244 | 121 |
| Share of profi t in associates | 18 | 2 | 13 |
| Gain on disposal of associates | 18 | 0 | 197 |
| Profi t before income tax expense | 339 | 351 | |
| Income tax expense | 8 | 97 | 137 |
| Profi t from continuing operations | 242 | 214 | |
| Profi t from discontinued operations | 33 | 0 | 547 |
| Net profi t for the year | 242 | 761 | |
| Attributable to: | |||
| Equity holders of the parent EAC | 162 | 735 | |
| Non-controlling interests | 80 | 26 | |
| Earnings per share (DKK) | 9 | 13.3 | 55.4 |
| from continuing operations | 13.3 | 14.2 | |
| from discontinuing operations | 0.0 | 41.2 | |
| Earnings per share diluted (DKK) | 13.3 | 55.4 | |
| from continuing operations | 13.3 | 14.2 | |
| from discontinuing operations | 0.0 | 41.2 |
| DKK million | 2011 | 2010 |
|---|---|---|
| Net profi t for the year | 242 | 761 |
| Other comprehensive income: | ||
| Foreign exchange adjustments, etc.: | ||
| Foreign currency translation adjustments, foreign entities | 6 | 274 |
| Foreign currency translation adjustments, transferred to profi t from discontinued operations | -36 | |
| Foreing currency translation adjustments, transferred to gain on disposal of associates | 9 | |
| Devaluation of the Bolivar (VEF) in Plumrose, January 2010 | -855 | |
| Infl ation adjustment for the year (and at 1 January) | 338 | 299 |
| Value adjustments: | ||
| Value adjustment, hedging instruments | ||
| Realised exchange gains/losses, where hedging has ceased, transferred to fi nancial income | ||
| Other adjustments: | ||
| Tax on other comprehensive income | 0 | -2 |
| Other comprehensive income net of tax | 344 | -311 |
| Total comprehensive income | 586 | 450 |
| Total comprehensive income attributable to: | ||
| Equity holders of the parent EAC | 478 | 450 |
| Non-controlling interests | 108 | 0 |
ASSETS
| DKK million | Note | 31.12.2011 | 31.12.2010 |
|---|---|---|---|
| Non-current assets | |||
| Intangible assets | 14 | 1,140 | 580 |
| Property, plant and equipment | 15 | 1,855 | 1,188 |
| Livestock | 16 | 17 | 15 |
| Investment in associates | 18 | 25 | 25 |
| Other investments | 18 | 11 | 11 |
| Deferred tax | 8 | 62 | 15 |
| Other receivables | 10 | 1 | |
| Total non-current assets | 3,120 | 1,835 | |
| Current assets | |||
| Inventories | 21 | 1,036 | 514 |
| Trade receivables | 22 | 992 | 595 |
| Other receivables | 23 | 316 | 185 |
| Current tax receivable | 2 | ||
| Cash and cash equivalents | 629 | 1,054 | |
| Total current assets | 2,975 | 2,348 | |
| Total assets | 6,095 | 4,183 |
EQUITY AND LIABILITIES
| DKK million | Note | 31.12.2011 | 31.12.2010 |
|---|---|---|---|
| Equity | |||
| Share capital | 20 | 864 | 960 |
| Other reserves | 419 | 103 | |
| Treasury shares | -24 | -76 | |
| Retained earnings | 1,359 | 1,306 | |
| Proposed dividend | 62 | 69 | |
| EAC's share of equity | 2,680 | 2,362 | |
| Non-controlling interests | 166 | 95 | |
| Total equity | 2,846 | 2,457 | |
| Liabilities | |||
| Non-current liabilities | |||
| Borrowings | 27 | 1,098 | 586 |
| Deferred tax | 8 | 144 | 56 |
| Provisions for other liabilities and charges | 24 | 54 | 33 |
| Defi ned benefi t obligations | 25 | 12 | |
| Total non-current liabilities | 1,308 | 675 | |
| Current liabilities | |||
| Borrowings | 27 | 764 | 354 |
| Trade payables | 602 | 335 | |
| Prepayments from customers | 2 | 2 | |
| Other liabilities | 26 | 475 | 288 |
| Current tax payable | 8 | 53 | 67 |
| Provisions for other liabilities and charges | 24 | 45 | 5 |
| Total current liabilities | 1,941 | 1,051 | |
| Total liabilities | 3,249 | 1,726 | |
| Total equity and liabilities | 6,095 | 4,183 |
| DKK million | Share Capital |
reserve | Hedging Translation reserves |
Treasury shares |
earnings | Proposed Retained dividend for the year |
EAC's share of Equity |
Non-con- trolling interests |
Total equity |
|---|---|---|---|---|---|---|---|---|---|
| Equity at 1 January 2011 | 960 | 0 | 103 | -76 | 1,306 | 69 | 2,362 | 95 | 2,457 |
| Comprehensive income for the year | |||||||||
| Profi t for the year | 100 | 62 | 162 | 80 | 242 | ||||
| Other comprehensive income | |||||||||
| Foreign currency translation adjustments, foreign entities | 0 | 0 | 6 | 6 | |||||
| Infl ation adjustment for the year | 316 | 316 | 22 | 338 | |||||
| Tax on other comprehensive income | 0 | 0 | 0 | ||||||
| Total other comprehensive income | 0 | 0 | 316 | 0 | 0 | 316 | 28 | 344 | |
| Total comprehensive income for the year | 0 | 0 | 316 | 100 | 62 | 478 | 108 | 586 | |
| Transactions with the equity holders | |||||||||
| Ordinary dividends paid to shareholders | -62 | -62 | -37 | -99 | |||||
| Dividends, treasury shares | 7 | -7 | |||||||
| Reduction of treasury shares | -96 | 96 | |||||||
| Purchase of treasury shares | -44 | -58 | -102 | -102 | |||||
| Share based payments | 4 | 4 | 4 | ||||||
| Total transactions with the equity holders | -96 | 0 | 0 | 52 | -47 | -69 | -160 | -37 | -197 |
| Equity at 31 December 2011 | 864 | 0 | 419 | -24 | 1,359 | 62 | 2,680 | 166 | 2,846 |
At the end of the year proposed dividends of DKK 62m are included in retained earnings (DKK 5 per share). Paid dividend during the year amounts to DKK 5 per share. No dividend is declared on treasury shares.
| Equity at 1 January 2010 | 960 | 9 | 379 | -23 | 961 | 69 | 2,355 | 106 | 2,461 |
|---|---|---|---|---|---|---|---|---|---|
| Comprehensive income for the year | |||||||||
| Profi t for the year | 392 | 343 | 735 | 26 | 761 | ||||
| Other comprehensive income | |||||||||
| Foreign currency translation adjustments, foreign entities | 267 | 267 | 7 | 274 | |||||
| Reclassifi ed | -9 | 9 | 0 | 0 | |||||
| Foreign currency translation adjustments, transferred to | |||||||||
| profi t from discontinued operations | -36 | -36 | -36 | ||||||
| Foreign currency tranlation adjustments, transferred to | |||||||||
| gain on disposal of associates | 9 | 9 | 9 | ||||||
| Devaluation of the Bolivar (VEF) in Plumrose, January 2010 | -808 | -808 | -47 | -855 | |||||
| Infl ation adjustment for the year | 285 | 285 | 14 | 299 | |||||
| Tax on other comprehensive income | -2 | -2 | -2 | ||||||
| Total other comprehensive income | 0 | -9 | -276 | 0 | 0 | -285 | -26 | -311 | |
| Total comprehensive income for the year | 0 | -9 | -276 | 392 | 343 | 450 | 0 | 450 | |
| Transactions with the equity holders | |||||||||
| Ordinary dividends paid to shareholders | -67 | -67 | -11 | -78 | |||||
| Dividends, treasury shares | 2 | -2 | |||||||
| Interim dividend paid to shareholders | -267 | -267 | -267 | ||||||
| Interim dividend, treasury shares | 7 | -7 | |||||||
| Purchase of treasury shares | -53 | -66 | -119 | -119 | |||||
| Share based payments | 10 | 10 | 10 | ||||||
| Total transactions with the equity holders | 0 | 0 | 0 | -53 | -47 | -343 | -443 | -11 | -454 |
| Equity at 31 December 2010 | 960 | 0 | 103 | -76 | 1,306 | 69 | 2,362 | 95 | 2,457 |
At the end of the year proposed dividends of DKK 69m are included in retained earnings (DKK 5 per share). Total paid dividend during the year amounts to DKK 25 per share. No dividend is declared on treasury shares.
| DKK million | Note | 31.12.2011 | 31.12.2010 |
|---|---|---|---|
| Cash fl ows from operating activities | |||
| Operating profi t | 330 | 186 | |
| Adjustment for: | |||
| Depreciation | 186 | 124 | |
| Other non-cash items Change in working capital |
29 30 |
27 -401 |
-13 -20 |
| Interest paid | -198 | -89 | |
| Interest received | 11 | 11 | |
| Corporate tax paid | -168 | -140 | |
| Net cash fl ow from operating activities | -213 | 59 | |
| Cash fl ows from investing activities | |||
| Dividends received from associates | 2 | 11 | |
| Investments in intangible assets and property, plant and equipment | -385 | -258 | |
| Proceeds from sale of non-current assets | 22 | 10 | |
| Acquisition of businesses | 32 | -529 | -426 |
| Proceeds from sale of discontinued operations | 31 | 912 | |
| Sale of associates | 228 | ||
| Net cash fl ow from investing activities | -890 | 477 | |
| Net cash fl ow from operating and investing activities | -1,103 | 536 | |
| Cash fl ows from fi nancing activities Proceeds from borrowings |
1,113 | 543 | |
| Repayment of borrowing | -246 | -47 | |
| Dividend paid out to minority shareholders in subsidiaries | -37 | -11 | |
| Purchase of own shares | -102 | -119 | |
| Dividend paid out | -62 | -334 | |
| Net cash fl ow from fi nancing activities | 666 | 32 | |
| Net cash fl ow from discontinued operations | 33 | 6 | |
| Changes in cash and cash equivalents | -437 | 574 | |
| Cash and cash equivalents at beginning of year | 1,054 | 604 | |
| Translation adjustments of cash and cash equivalents including devaluation impact | 12 | -124 | |
| Cash and cash equivalents at end of period | 629 | 1,054 | |
| Bank balances | 629 | 1,054 | |
| Cash and cash equivalents at end of period | 629 | 1,054 |
The Group's cash balance included DKK 471m (2010: DKK 252m) relating to cash in subsidiaries in countries with currency control or other legal restrictions. Accordingly this cash is not available for immediate use by the Parent Company or other subsidiaries.
1. ACCOUNTING POLICIES FOR THE CONSOLIDATED FINANCIAL STATEMENTS
General information
The East Asiatic Company Ltd. A/S (the Company) and its subsidiaries (together the EAC Group or the Group) have the following two lines of business:
- Santa Fe Group provides moving, valueadded relocation and records management services to corporate and individual clients.
- Plumrose is an integrated manufacturer and distributor of processed meat products in Venezuela.
The Company is a limited liability company incorporated and domiciled in Denmark. The address of its registered offi ce is 20 Indiakaj, DK-2100 Copenhagen Ø, Denmark.
The annual report comprises both consolidated fi nancial statements and separate Parent Company fi nancial statements.
The Company has its listing on NASDAQ OMX Copenhagen A/S.
On 23 February 2012, the Supervisory Board approved this annual report for publication and approval by the shareholders at the annual general meeting to be held on 27 March 2012.
The fi nancial statements are presented in DKK million unless otherwise stated.
Refer to page 37 for further details about the EAC Group and page 83 for details about the Parent Company.
Basis of preparation of the consolidated fi nancial statements
The consolidated fi nancial statements of EAC for 2011 are prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU and Danish disclosure requirements for listed companies.
In addition, the annual report has been prepared in compliance with IFRS as issued by the IASB.
Accounting estimates and judgements considered material for the preparation of the consolidated fi nancial statements are described in note 2.
Hyperinfl ation
Venezuela is classifi ed as a hyperinfl ationary economy. As a consequence, the accounting fi gures for Plumrose's activities in Venezuela have been adjusted for infl ation prior to translation to the Group's presentation currency. The eff ect of the infl ation adjustment is further described in note 38.
Changes in accounting policies
Eff ective from 1 January 2011, the EAC Group adopted:
• Amendment to IFRIC 14, IFRIC 19, revised IAS 24, amendments to IFRS 1, amendment to IFRS 7, amendment to IAS 32 and improvements to IFRSs (May 2010).
The implementation of new standards and interpretations comply with the eff ective date set by the IASB, unless otherwise stated.
None of the above changes have impacted recognition and measurement in 2011 or net profi t for the year and basic / diluted earnings per share. Since none of the changes have impacted the balance sheet as of 1 January 2010 or related notes, no further disclosures have been included in the consolidated fi nancial statements.
New accounting regulation for the coming years is disclosed in note 3.
Reclassifi cations
Other taxes which are calculated on another basis than income tax for the year have been reclassifi ed and presented as a separate item in the income statement as part of the operating costs. Comparative fi gures have been restated.
Divestment of EAC Industrial Ingredients
In connection with the divestment of EAC Industrial Ingredients on 5 July 2010, this business has been presented as discontinued operations in the comparative fi gures.
Consolidated fi nancial statements Subsidiaries
Subsidiaries are entities over which the EAC Group has control of fi nancial and operating matters, generally accompanying a shareholding of more than one half of the voting rights. Potential voting rights, which are exercisable or convertible on an ongoing basis, are considered when assessing whether control is exercised.
Subsidiaries are fully consolidated from the date on which control is transferred to the EAC Group so as to obtain benefi ts from their activities. They are deconsolidated from the date on which control ceases.
Intercompany transactions, balances and unrealised gains on transactions between consolidated companies are eliminated.
The acquisition method
The consideration transferred for an acquisition is measured as the fair value of the assets transferred, equity instruments issued and liabilities incurred or assumed at the date of acquisition.
If part of the consideration is contingent on future events, such consideration is recognised in cost at fair value. Subsequent changes in the fair value of contingent consideration are recognised in the income statement.
Identifi able assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any non-controlling interest.
A positive excess (goodwill) of the consideration transferred (including any previously held equity interests and any non-controlling interests in the acquired business) over the fair value of the identifi able net assets acquired is recorded as goodwill. A negative excess (negative goodwill) is recognised directly in the income statement.
Costs directly attributable to the acquisition are expensed as incurred.
If uncertainties regarding identifi cation or measurement of acquired assets, liabilities or contingent liabilities or determination of the consideration transferred exist at the acquisition date, initial recognition will be based on provisional values. Any adjustments in the provisional values are adjusted retrospectively, including goodwill, until 12 months a er the acquisition, and comparative fi gures are restated.
Non-controlling interests
The share of the non-controlling interests of profi t / loss for the year and of equity in subsidiaries that are not wholly-owned is included as part of the Group's profi t/loss and equity respectively, but are disclosed separately.
Associates
Associates are entities over which the EAC Group has signifi cant infl uence but not control, generally accompanying a shareholding of between 20 per cent and 50 per cent of the voting rights.
Investments in associates are measured under the equity method at the proportionate share of the companies' net asset values calculated in accordance with the Group's accounting policies minus the proportionate share of unrealised intercompany profi ts and plus any goodwill identifi ed on acquisition.
In the Group's income statement, the proportionate share of the associates' results a er tax and elimination of the proportionate share of intercompany profi ts/losses is recognised.
When the EAC Group's share of losses in an associate equals or exceeds its interest in the associate, the EAC Group does not recognise further losses, unless it has a legal or constructive obligation to cover a defi cit.
Operating segments
Information about operating segments is provided in accordance with the Group's accounting policies and follows the internal management reporting.
Segment revenue and costs and segment assets and liabilities comprise items which are directly attributable to the individual segment and certain allocated items. Unallocated items primarily comprise the Group's administrative functions and dormant entities awaiting liquidation.
Discontinuing operations and assets held for sale
Assets, which according to the EAC Group's strategic plan are to be sold, are classifi ed as assets held for sale when their carrying amount is primarily expected to be realised in connection with a sale within 12 months. Such assets and related liabilities are presented separately in the balance sheet. Profi t/loss a er tax from discontinuing operations that represent a separate major line of a business are also presented separately in the income statement, and comparative fi gures are restated.
Foreign currency translation and hyperinfl ation
Items included in the fi nancial statements of each of the EAC Group's entities are measured using the currency of the primary economic environment in which the entity operates ('functional currency'). As the EAC Group is a Danish listed group, the consolidated fi nancial statements are presented in DKK ('presentation currency').
Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign currency translation adjustments resulting from the settle ment of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement.
EAC Group companies
The items of the income statements and balance sheets of foreign subsidiaries and associates with a functional currency other than DKK are translated into the presentation currency as follows:
- (i) assets and liabilities are translated at the closing rate at the date of the balance sheet;
- (ii) income and expenses are translated at the rate of the transaction date or at an approximate average rate; and
- (iii) all resulting foreign currency translation adjustments are recognised as a separate component of equity.
In foreign subsidiaries and associates that operate in hyperinfl ationary economies, income and expenses are, however, translated at the exchange rate at the balance sheet date. Prior to translating the fi nancial statements of foreign operations in hyperinfl ationary economies, the income statement and non-monetary balance sheet items are restated taking into account changes in the general purchasing power of the functional currency based on the infl ation up to the balance sheet date ('infl ation adjustment'). The eff ect of the infl ation adjustment is recognised as a separate item in the EAC Group's equity in the translation reserve. In the income statement, gain/loss on the monetary net position in the foreign entities is recognised as fi nancial income or expense. The assessment as to when an economy is hyperinfl ationary is based on qualitative as well as quantitative factors, including whether the accumulated infl ation over a three-year period is in the region of 100%.
Foreign currency translation adjustments of a loan or payable to subsidiaries which are neither planned nor likely to be settled in the foreseeable future and which are therefore considered to form part of the net investment in the subsidiary are recognised directly in equity.
When a foreign operation is sold, the EAC Group's share of accumulated foreign exchange adjustments are recognised in the income statement as part of the gain or loss on the sale.
Goodwill arising on the acquisition of a foreign entity is treated as assets of the foreign entity and translated at the rate of the balance sheet date.
Dual exchange rates
Where a system of dual exchange rates exists, individual transactions and monetary items denominated in foreign currencies are translated into the functional currency at the expected settlement rate of the transaction.
Foreign subsidiaries and associates with a functional currency other than DKK are translated into the presentation currency using the translation rate which is expected to apply for capital repatriation in the form of royalties and dividends to the EAC Group.
Derivative fi nancial instruments and hedge accounting
Derivative fi nancial instruments are recognised in the balance sheet at fair value from the trade date. Positive and negative fair values of derivative fi nancial instruments are included as other receivables and other liabilities, respectively.
On initial recognition, a derivative is either designated as a hedge of the fair value of recognised assets or liabilities, hedge of probable forecast transactions or commitments or hedge of a net investment in a foreign entity.
Changes in the fair value of derivatives, which do not qualify for hedge accounting, are recognised immediately in the income statement.
Changes in the fair value of derivatives, which are designated and qualify as fair value hedges, are recorded in the income statement, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.
The eff ective portion of changes in the fair value of derivatives that are designated and qualify as cash fl ow hedges are recognised in equity. The gain or loss relating to the ineff ective portion is recognised immediately in the income statement.
Amounts accumulated in equity are recycled in the income statement in the periods when the hedged item will aff ect profi t or loss (e.g. when the forecast sale that is hedged takes
place). However, when the hedged forecast transaction results in the recognition of a non-fi nancial asset (e.g. inventory), the gains and losses previously recognised in equity are transferred to the cost of the hedged asset.
When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative amounts remain in equity until the forecast transaction is recognised. When a forecast transaction is no longer expected to occur, the cumulative amount is immediately transferred to the income statement.
Hedges of net investments in foreign entities are treated as cash fl ow hedges.
Fair value estimation
The fair value of fi nancial instruments traded in active markets (e.g. publicly traded available-for-sale securities) is based on quoted market prices at the balance sheet date.
The fair value of fi nancial instruments that are not traded in an active market is determined by using generally accepted valuation techniques based on observable input from active markets exclusive of trading in unquoted markets.
Forward exchange transactions and interest rate swaps are measured in accordance with generally accepted valuation techniques based on relevant observable swap curves and foreign exchange rates.
The fair value of fi nancial liabilities for disclosure purposes is estimated by discounting future contractual cash fl ows at the current market interest rate.
INCOME STATEMENT
Revenue recognition
Revenue comprises the fair value for the sale of goods and services, net of valueadded tax, rebates and discounts and a er elimination of intercompany sales in the EAC Group.
Sales of goods - wholesale
Sales of goods are recognised when the products have been delivered to the customer, when the customer has accepted the products and the collectibility of the related receivables is reasonably assured.
Sales of services
Sales of services are recognised in the accounting period in which the services are rendered, by reference to completion of the specifi c transaction.
Royalty income
Royalty income is recognised on an accrual basis in accordance with the substance of the relevant agreements.
Dividend income
Dividend income is recognised when the right to receive payment has been established.
Cost of sales comprises costs incurred to achieve sales for the year, including raw materials, consumables, direct labour costs and production overheads such as maintenance and depreciation, etc. as well as operation, administration and management of factories.
Selling and distribution expenses comprise costs in the form of salaries to sales and distribution staff , advertising and marketing expenses as well as operation of motor vehicles, depreciation, etc.
Administrative expenses comprise expenses for management, administrative staff , offi ce expenses, depreciation, etc.
Other operating income and expenses
comprise items of a secondary nature to the EAC Group's main activity, including gains and losses on the sale of intangible assets and property, plant and equipment.
Other taxes include taxes in Venezuela (Plumrose) which are calculated on another basis than income tax for the year.
Financial income and expense comprise interest income and expenses, changes in the fair value of securities and derivative fi nancial instruments not acquired for hedging purposes, exchange gains and losses on debt and transactions in foreign currencies, amortisation of fi nancial assets and liabilities as well as surcharges and allowances under the tax on account scheme, etc. Moreover, gains and losses on the monetary net position calculated in connection with the adjustment for infl ation are included.
Borrowing costs relating to both specifi c and general borrowing that directly relate to construction or development of qualifying assets are allocated to the cost of such assets. Borrowing costs relating to assets subject to infl ation adjustments are only allocated to the cost of such assets to the extent that these exceed infl ation.
Corporation tax and deferred tax
The tax for the year consists of current tax and movements in deferred tax for the year. The tax relating to the profi t for the year is recognised in the income statement, whereas the tax directly relating to items recognised in equity is recognised directly in equity.
Deferred tax is measured using the balance sheet liability method on all temporary differences between the carrying amount and the tax base of assets and liabilities. However, deferred tax is not recognised on temporary diff erences relating to goodwill which is not deductible for tax purposes and on other items where temporary diff erences, apart from business combinations, arise at the date of acquisition without aff ecting either profi t/loss for the year or taxable income. Deferred tax is measured at the tax rates (and in accordance with the tax rules) applicable in the respective countries at the balance sheet date when the deferred tax is expected to be realised or the deferred tax liability is settled.
Deferred tax assets are recognised to the extent that it is probable that future taxable income will be available against which the temporary diff erences can be utilised.
Adjustment is made for deferred tax concerning unrealised intercompany profi ts and losses eliminated.
Changes in deferred tax due to changed tax rates are recognised in the income statement.
Deferred tax is provided on temporary diff erences arising on investments in subsidiaries and associates, except where the timing of the reversal of the temporary diff erence is controlled by the EAC Group, and it is probable that the temporary diff erence will not reverse in the foreseeable future.
ASSETS
Intangible assets Goodwill
In connection with the acquisition of subsidiaries, goodwill is determined in accordance with the purchase method.
Goodwill is tested annually for impairment and measured at cost less accumulated impairment losses.
Goodwill is allocated to cash generating units for the purpose of impairment testing. Each of those cash generating units represents the investment of the business segments in each country of operation.
Brands, trademarks and licences
Brands, trademarks and licences with a defi nite useful life are measured at cost less accumulated amortisation and impairment losses. Amortisation is provided on a straight-line basis over the estimated useful lives of the assets.
| Trademarks with | Max. 20 years |
|---|---|
| fi nite useful life | |
| So ware etc. | 3-5 years |
| None-compete agreements | Max. 5 years |
| Depending on contract | |
| Supplier contracts | Max. 5 years |
| Depending on contract | |
| Customer relationships | 3-5 years |
| Depending on | |
| customer loyalty |
Trademarks with an indefi nite useful life are not amortised but tested annually for impairment.
So ware
The cost of acquired so ware licences comprises the costs incurred to acquire and bring to use the specifi c so ware. These costs are amortised over their estimated useful lives (3-5 years).
Costs that are directly associated with the production of identifi able and unique so ware products controlled by the EAC Group, and that will probably generate economic benefi ts are recognised as intangible assets. Direct costs include the so ware development employee costs and an appropriate portion of relevant overheads.
So ware development costs recognised as assets are amortised over their estimated useful lives (3-5 years).
Property, plant and equipment are measured at cost less accumulated depreciation and impairment losses. Cost includes expenditure that is directly attributable to the acquisition of the items.
Subsequent costs are included in the asset's carrying amount or recognised as a separate asset when it is probable that future economic benefi ts associated with the item will fl ow to the EAC Group, and the cost of the item can be measured reliably.
Land is not depreciated. Depreciation on other assets is provided on a straight-line basis over their estimated useful lives, as follows:
| Buildings | 20-30 years |
|---|---|
| Plant, etc. | 20-30 years |
| Other installations | 3-15 years |
| IT equipment | 3 years |
The cost of an asset is divided into separate components which are depreciated separately if their useful lives diff er.
The assets' residual values and useful lives are reviewed and adjusted annually if appropriate.
Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in the income statement.
Leases
Leases of property, plant and equipment, where substantially all the risks and rewards of ownership are transferred to the Group, are classifi ed as fi nance leases. Finance leases are capitalised at the lease's inception at the lower end of the fair value of the leased property and the present value of the minimum lease payments. For the calculation of the net present value, the interest rate implicit in the lease or the Group's incremental borrowing rate is used as discount rate. Finance leases are treated as described under property, plant and equipment and the related obligation as described under fi nancial liabilities.
All other leases are classifi ed as operating leases. Payments made under operating leases are charged to the income statement on a straight line basis over the lease term unless another systematic base is more representive of the time pattern of benefi ts.
Livestock (in the farms owned by Plumrose) are measured at their fair value less estimated point-of-sale costs. The fair value of livestock is determined based on market prices of livestock of similar age, breed and genetic merit in the local area. Changes in the fair value of livestock are recognised in the income statement. Reproducing livestock is measured at cost less accumulated depreciation (useful life estimated at 2.5 years for pigs and 5 years for cows).
Impairment of non-current assets
Goodwill and assets with indefi nite useful lives are subject to annual impairment tests. Other non-current assets are tested for impairment when there is an indication that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purpose of assessing impairment, assets are grouped at the lowest levels for which there are separately identifi able cash fl ows (cash-generating units).
Inventories are measured at the lower of cost and net realisable value. Cost is determined using the fi rst-in, fi rst-out (FIFO) method. The cost of fi nished goods and work in progress comprises raw materials, direct labour, other direct costs and related production overheads (based on normal operating capacity). Net realisable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses.
Trade receivables are recognised at the trade date, initially measured at fair value and subsequently at amortised cost using the eff ective interest method, less provision for impairment. A provision for impairment of trade receivables is established when there is objective evidence that the EAC Group will not be able to collect all amounts due according to the original terms of receivables.
Prepayments and deferred income
Prepayments comprise expenses paid relating to subsequent fi nancial years.
Deferred income comprises payments received relating to income in subsequent years.
Other investments consist of other securities categorised as available for sale. Other investments are recognised at the trade date and initially measured at fair value plus transaction costs. Subsequently, other investments are measured at fair value.
Gains or losses are recognised directly in equity, except for impairment losses. On realisation, the cumulative value adjustment of equity is recognised in the income statement.
Cash and cash equivalents include cash in hand, deposits held at call with banks and other short-term highly liquid investments, if any.
SHAREHOLDERS' EQUITY
Dividend distribution to the Company's shareholders is recognised as a liability at the time when the dividends are approved by the Company's shareholders. Dividends proposed for the year are disclosed separately in equity.
Treasury shares are recognised directly in equity in the reserve for treasury shares at par value. The diff erence between par value and the acquisition price and consideration as well as directly attributable transaction costs and dividends on treasury shares are recognised directly in equity in retained earnings.
Translation reserve comprises foreign exchange diff erences arising on translation to DKK of fi nancial statements of foreign entities and the eff ect of infl ation adjustments regarding foreign subsidiaries and associated companies operating in hyperinfl ationary economies.
The hedging reserve comprises the cumulative net change in the fair value of hedging transactions that qualify for recognition as a cash fl ow.
LIABILITIES
Provisions are recognised when the EAC Group has a legal or constructive obligation as a result of past events and it is probable that there will be an outfl ow of resources embodying economic benefi ts to settle the obligation. The amount recognised as a provision is Management's best estimate of the present value of the amount at which the liability is expected to be settled.
Employee benefi ts Pension obligations
EAC's pension plans are primarily defi ned as contribution plans in which the Group has no further payment obligations once the contributions have been paid. These contributions are recognised as employee benefi t expense when they are earned.
For defi ned benefi t plans, the actuarial present value (projected unit credit method) of future benefi ts under the defi ned benefi t plan less the fair value of any plan assets is recognised in the balance sheet under pension obligations. Pension costs for the year are recognised in the income statement based on actuarial estimates and fi nancial expectations at the beginning of the year. Any diff erence between the expected development in pension plan assets and liabilities and realised amounts determined at year end constitutes actuarial gains or losses and is recognised in other comprehensive income.
Other long-term benefi ts
A number of employees are covered by a long-service benefi t plan including jubilee benefi ts. The liability recognised in the balance sheet is the present value of the obligation at the balance sheet date. The obligation is calculated annually using the projected unit credit method.
Share option programme
The EAC Group operates an equity-settled, share-based compensation plan. The value of services received in exchange for granted options is measured at the fair value of the options granted at the grant date. The amount is recognised over the vesting period, and the counter entry is recognised directly in equity. The amount is adjusted for changes in the estimate of the number of options ultimately vested.
When the options are exercised, the proceeds received net of any directly attributable transaction costs are recognised in equity.
Financial liabilities are recognised at fair value (typically the amount of the proceeds received), net of transaction costs incurred. In subsequent periods, the fi nancial liabilities are measured at amortised cost; any diff erence between the cost (the proceeds) and the redemption value is recognised in the income statement over the period of the borrowings using the eff ective interest method. Financial liabilities also include the outstanding obligation under fi nance leases, which is measured at amortised cost.
Financial liabilities are classifi ed as current liabilities unless the EAC Group has an unconditional right to defer settlement of the liability for at least 12 months a er the balance sheet date.
STATEMENT OF CASH FLOWS
Cash fl ows from operating activities are stated as the consolidated profi t/loss adjusted for non-cash operating items, including depreciation, amortisation and impairment losses, provisions and changes in working capital, interest received and paid and corporation taxes paid. Working capital comprises current assets less short-term debt excluding the items included in cash and cash equivalents.
Cash fl ows from investing activities
comprise cash fl ows from business acquisitions and sales and cash fl ows from the purchase and sale of intangible assets, property, plant and equipment and investments as well as dividends from associated companies.
The cash fl ow eff ect of the acquisition and sale of companies is shown separately in cash fl ows from investing activities. Cash fl ows relating to acquisitions are recognised in the statement of cash fl ows as of the date of acquisition, and cash fl ows relating to sales are recognised up to the date of sale.
Cash fl ows from fi nancing activities
comprise changes in the amount or composition of the Group's share capital and related expenses as well as cash fl ows from borrowing, repayment of loans as well as payment of dividends to shareholders including non-controlling interests.
Cash and cash equivalents comprise cash as well as short-term securities with a term to maturity of less than 3 months, which are easily realisable and only subject to immaterial risk of change in value. Bank overdra s are shown under borrowings in current liabilities in the balance sheet.
2. SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS
In connection with the preparation of the consolidated fi nancial statements, Management has made accounting estimates and judgements that aff ect the assets and liabilities reported at the balance sheet date as well as the income and expenses reported for the fi nancial period. Management continuously reassesses these estimates and judgements based on a number of other factors in the given circumstances.
The following accounting estimates are considered signifi cant for the fi nancial reporting.
- When acquiring entities the acquisition method is applied. The most signifi cant assets acquired generally comprise goodwill, trademarks, customer relationships, property, plant and equipment and trade receivables. Generally, there are uncertainties related to both the identifi cation and valuation of assets, liabilities and contingent liabilities at the acquisition date. As no active market exists for the majority of acquired assets and liabilities and contingent liabilities assumed, in particular in respect of acquired intangible assets, management estimates their fair values. Goodwill is measured as the excess of the consideration transferred over the fair value of the identifi able net assets acquired. See note 32.
- The useful life for property, plant and equipment is set on the basis of periodic examinations of actual useful lives and the planned use of property, plant and equipment. Such examinations are carried out or updated when new events occur which may aff ect the setting of the useful life of property, plant and equipment, for example, when events or circumstances occur which indicate that the carrying amount of property, plant and equipment is greater than the recoverable amount and therefore should be impairment tested. Any change in the useful life for property, plant and equipment is included in the fi nancial statements as soon as such a change has been identifi ed. The carrying amount of property, plant and
equipment at the balance sheet date is: DKK 1,855m (2010: DKK 1,188m).
- The measurement of inventories is subject to some uncertainty in relation to the fair value of livestock. Moreover, the need for impairment write-down is estimated at net realisable value based on Management's assessment of the selling price anticipated at the balance sheet date under normal business conditions. The carrying amount of inventories at the balance sheet date is DKK 1,036m (2010: DKK 514m). See note 21.
- Write-down is made for trade receivables based on an assessment of the collectability at the balance sheet date. As a result of the general international economic development, the risk of bad debt losses is increasing, which has been accounted for in the assessment of writedowns at the balance sheet date. The carrying amount of trade receivables at the balance sheet date is DKK 992m (2010: DKK 595m). See note 22.
- EAC carries out impairment tests of goodwill and trademarks with an indefi nite useful life once a year and when events or other circumstances indicate impairment. In connection with the annual impairment tests, Management makes signifi cant estimates when defi ning various assumptions, including expectations for future cash fl ows, discount factors and future growth rates. The sensitivity to changes in the above assumptions may in the aggregate and individually be considerable. The carrying amount of goodwill at the balance sheet date is DKK 654m (2010: DKK 361m). See note 14.
The following judgements in relation to the application of the group accounting policies apart from the above estimates are considered signifi cant for the fi nancial reporting:
• In connection with the preparation of the consolidated fi nancial statements, Management decides which foreign exchange rate to apply for translation of the fi nancial statements of foreign entities into DKK. Foreign entities operating under
dual exchange rate regimes use the translation rate in which return in the form of royalties and dividends is repatriated. Uncertainty in this respect may in subsequent reporting periods lead to signifi cant changes in the carrying amount of the activities in these foreign entities measured in DKK. In connection with the fi nancial reporting for 2011, Management estimated that the fi nancial statements of foreign entities in Venezuela (Plumrose) are to be translated at the offi cial exchange rate of VEF/USD 4.30 as this is the exchange rate expected to be applied for royalties as well as dividends. As the EAC Group did not receive royalty or dividend payments from Plumrose during 2011, this is subject to uncertainty. The alternative parallel exchange rate at 14 May 2010 (prior to the suspension of the parallel exchange market) was in the region of VEF/USD 7.50. The amount of outstanding royalties and dividends is disclosed in note 28.
• The decision as to whether foreign entities operate in hyperinfl ationary economies is based on qualitative as well as quantitative factors, including whether the accumulated infl ation over a three-year period is in the region of 100%. In connection with the fi nancial reporting for 2011, Management assessed that Venezuela where Plumrose operates - continues to be a hyperinfl ationary economy. As a consequence, adjustments for infl ation are made to the foreign entity's income statement and non-monetary balance sheet items taking into consideration changes in the purchasing power based on the infl ation up to the balance sheet date. Since the VEF exchange rate has been fi xed against the USD during 2011, the hyperinfl ation adjustments have not been off set by a corresponding devaluation of the VEF exchange rate. Accordingly, the hyperinfl ation adjustments have correspondingly increased the consolidated accounting fi gures reported in DKK including revenue, non-current assets and equity. See note 38 for further details.
GOING CONCERN
According to the regulations for preparation of fi nancial statements, the Management is required to decide whether the fi nancial statements can be presented on a 'going concern' basis. Based on estimated future prospects, expectations of future cash fl ow, existence of credit facilities, etc., Management has concluded that there are no factors giving reason to doubt whether the EAC Group can continue operating for at least 12 months from the balance sheet date.
3. NEW ACCOUNTING REGULATION
The IASB has issued the following new accounting standards (IFRS and IAS) and interpretations (IFRIC) which are not mandatory for the EAC Group in the preparation of the annual report for 2011:
• IFRS 9-13, amendments to IFRS 1 and 7, amendments to IAS 1, 12, 19 and 32, IAS 27 and 28 and improvements to IFRSs (2011). Only amendments to IFRS 7 have been adopted by the EU.
The EAC Group expects to adopt the new accounting standards and interpretations when they become mandatory. The standards and interpretations, which are adopted by the EU with eff ective dates that diff er from the corresponding eff ective dates of the IASB, will be adopted early so that the adoption complies with the eff ective dates of the IASB.
• IFRS 9 Financial Instruments, which becomes mandatory for the Group's annual report for 2015, could change the classifi cation and measurement of fi nancial assets, etc. The impact is expected to be limited; however, it is undetermined at this point.
Apart from the above and new disclosure requirements, none of the new standards or interpretations are expected to have a signifi cant eff ect on the fi nancial reporting of the EAC Group.
4. OPERATING SEGMENTS
| Santa Fe | EAC Group, pro forma, |
|||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Group | continuing | Reported EAC | ||||||||||||
| Plumrose | (Moving & | Parent and | operations | Infl ation | Group, continuing | |||||||||
| Segments (products and services) | (Processsed meat products) |
relocation services) |
Reportable Segments |
unallocated activities |
historical accounting policy |
adjustment, Plumrose |
operations (IAS 29) |
|||||||
| DKK million | 2011 | 2010 | 2011 | 2010 | 2011 | 2010 | 2011 | 2010 | 2011 | 2010 | 2011 | 2010 | 2011 | 2010 |
| Income statement | ||||||||||||||
| External revenue Operating profi t before interests, taxes, depreciation and |
3,743 2,956 1,797 | 640 5,540 3,596 | 5,540 3,596 | 734 | 262 6,274 3,858 | |||||||||
| amortisation (EBITDA) and other taxes Other taxes |
543 47 |
425 17 |
155 | 69 | 698 47 |
494 17 |
-54 | -57 | 644 47 |
437 17 |
-71 10 |
-108 2 |
573 57 |
329 19 |
| Operating profi t before interests, taxes, depreciation and | ||||||||||||||
| amortisation (EBITDA) | 496 | 408 | 651 | 477 | 597 | 420 | -81 | -110 | 516 | 310 | ||||
| Depreciation and amortisation | 69 | 51 | 28 | 12 | 97 | 63 | 1 | 1 | 98 | 64 | 88 | 60 | 186 | 124 |
| Reportable segment operating profi t (EBIT) | 427 | 357 | 127 | 57 | 554 | 414 | -55 | -58 | 499 | 356 | -169 | -170 | 330 | 186 |
| Financial income | 30 | 10 | 4 | 1 | 34 | 11 | 14 | 10 | 48 | 21 | 203 | 55 | 251 | 76 |
| Financial expenses | 189 | 89 | 11 | 9 | 200 | 98 | 5 | 24 | 205 | 122 | 39 | 1 | -244 | 121 |
| Share of profi t from associates | 0 | 1 | 0 | 1 | 2 | 12 | 2 | 13 | 0 | 0 | 2 | 13 | ||
| Gain on disposal of associates | 0 | 3 | 0 | 3 | 194 | 197 | 0 | 0 | 0 | 197 | ||||
| Profi t before tax | 268 | 278 | 120 | 53 | 388 | 331 | -44 | 134 | 344 | 465 | -5 | -114 | 339 | 351 |
| Income tax expense | -75 | 33 | 38 | 14 | -37 | 47 | 23 | 31 | -14 | 78 | 111 | 59 | 97 | 137 |
| Reportable segment profi t from continuing operations | 343 | 245 | 82 | 39 | 425 | 284 | -67 | 103 | 358 | 387 | -116 | -173 | 242 | 214 |
| Balance sheet Goodwill |
0 | 0 | 654 | 361 | 654 | 361 | 0 | 0 | 654 | 361 | 0 | 0 | 654 | 361 |
| Other intangible assets | 2 | 0 | 471 | 217 | 473 | 217 | 10 | 0 | 483 | 217 | 3 | 2 | 486 | 219 |
| Property, plant and equipment and livestock | 992 | 663 | 158 | 87 | 1,150 | 750 | 12 | 13 | 1,162 | 763 | 710 | 440 | 1,872 | 1,203 |
| Deferred tax asset | 264 | 108 | 21 | 13 | 285 | 121 | 0 | 1 | 285 | 122 | -223 | -107 | 62 | 15 |
| Other fi nancial fi xed assets | 0 | 0 | 9 | 1 | 9 | 1 | 12 | 11 | 21 | 12 | 0 | 0 | 21 | 12 |
| Investment in associates | 0 | 0 | 1 | 0 | 1 | 0 | 24 | 25 | 25 | 25 | 0 | 0 | 25 | 25 |
| Inventories | 966 | 489 | 19 | 10 | 985 | 499 | 0 | 0 | 985 | 499 | 51 | 15 | 1,036 | 514 |
| Trade receivables Cash |
559 471 |
387 252 |
433 144 |
208 118 |
992 615 |
595 370 |
0 14 |
0 684 |
992 629 |
595 1,054 |
0 0 |
0 0 |
992 629 |
595 1,054 |
| Other current assets | 164 | 93 | 141 | 71 | 305 | 164 | 12 | 21 | 317 | 185 | 1 | 0 | 318 | 185 |
| Total assets | 3,418 1,992 2,051 1,086 5,469 3,078 | 84 | 755 5,553 3,833 | 542 | 350 6,095 4,183 | |||||||||
| Non-current liabilities excl. interest bearing debt | 52 | 20 | 124 | 26 | 176 | 46 | 38 | 31 | 214 | 82 | -4 | 12 | 210 | 89 |
| Current liabilities excl. interest bearing debt | 514 | 345 | 638 | 310 | 1,152 | 655 | 18 | 41 | 1,170 | 691 | 7 | 1 | 1,177 | 697 |
| Interest bearing debt | 1,650 | 784 | 154 | 154 | 1,804 | 938 | 58 | 2 | 1,862 | 940 | 0 | 0 | 1,862 | 940 |
| Liabilities | 2,216 1,149 | 916 | 490 3,132 1,639 | 114 | 74 3,246 1,713 | 3 | 13 3,249 1,726 | |||||||
| Non-controlling interests | 88 | 41 | 20 | 17 | 108 | 58 | 1 | 1 | 109 | 59 | 57 | 36 | 166 | 95 |
| Equity | 2,680 2,362 | |||||||||||||
| Total equity and liabilities | 6,095 4,183 | |||||||||||||
| Invested capital | 2,125 1,267 1,209 | 630 3,334 1,897 | 17 | -38 3,351 1,859 | 4,114 2,347 | |||||||||
| Working capital employed | 1,306 | 712 | 65 | 45 1,371 | 757 | -1 | -1 1,370 | 756 | 1,423 | 772 | ||||
| Cash fl ows | ||||||||||||||
| Cash fl ows from operations | -251 | 83 | 115 | 34 | -213 | 59 | ||||||||
| Cash fl ows from investing activities | -358 | -223 | -516 | -426 | -890 | 477 | ||||||||
| Cash fl ows from fi nancing activities | 822 | 219 | 424 | 415 | 666 | 32 | ||||||||
| Cash fl ows from discontinued operations | 6 | |||||||||||||
| Changes in cash & cash equivalents | 213 | 79 | 23 | 23 | -437 | 574 | ||||||||
| Financial ratios in % | ||||||||||||||
| Operating margins: | ||||||||||||||
| EBITDA excl. other taxes | 14.5 | 14.4 | 8.6 | 10.8 | 11.6 | 12.2 | 9.1 | 8.5 | ||||||
| EBITDA | 13.3 | 13.8 | 10.8 | 11.7 | 8.2 | 8.0 | ||||||||
| EBIT | 11.4 | 12.1 | 7.1 | 8.9 | 9.0 | 9.9 | 5.3 | 48 | ||||||
| Return on average invested capital (ROIC) including goodwill | 29.2 | 26.2 | 16.9 | 18.3 | 22.9 | 22.0 | 16.0 | 13.2 | ||||||
| Return on average invested capital (ROIC) excluding goodwill | 29.2 | 26.2 | 37.6 | 43.4 | 28.5 | 24.8 | 19.0 | 14.5 |
The segment reporting is based on the internal management reporting in which pro forma fi gures are prepared under the historical accounting policies without any hyperinfl ation adjustments. Such adjustments are presented separately.
EAC's operating segments comprise strategic business units which sell diff erent products and services. The segments are managed independently of each other and have diff erent customers. No inter segment sales occur. Each segment comprises of a set of units and none of these are of a magnitude which requires them to be viewed as a separate reportable segment.
Consolidated revenue includes sale of goods in the amount of DKK 4,478m (DKK 3,218m). Remaining revenue is related to sale of services.
Reconciliation items in "Parent and unallocated items" are primarily related to corporate costs and corporate assets including cash and cash equivalents held by the Parent Company.
4. OPERATING SEGMENTS -CONTINUED
| Revenue | Fixed assets 1 | |||
|---|---|---|---|---|
| DKK million | 2011 | 2010 | 2011 | 2010 |
| Venezuela | 4,478 | 3,218 | 1,707 | 1,105 |
| Australia | 673 | 25 | 551 | 540 |
| Hong Kong | 142 | 162 | 88 | 90 |
| China | 180 | 173 | 37 | 34 |
| Singapore | 119 | 114 | 7 | 7 |
| United Kingdom | 147 | 12 | ||
| Other countries | 535 | 166 | 656 | 44 |
| EAC Group, continuing operations | 6,274 | 3,858 | 3,058 | 1,820 |
1 Excluding deferred tax assets.
Signifi cant customers
Trade with one single customer does not amount to more than 10% of the total revenue.
5. OTHER OPERATING INCOME
| DKK million | 2011 | 2010 |
|---|---|---|
| Gain on disposal of intangible/tangible assets | 0 | |
| Rental income and management fees | 2 | 1 |
| Other | 3 | 3 |
| Total | 5 | 4 |
6. OTHER OPERATING EXPENSES
| DKK million | 2011 | 2010 |
|---|---|---|
| Acquisition costs - legal fees, due diligence, advisory fee etc. | 24 | 12 |
| Other | 0 | 0 |
| Total | 24 | 12 |
7. FINANCIAL INCOME/EXPENSES
| DKK million | 2011 | 2010 |
|---|---|---|
| Interest income on fi nancial assets measured at amortised cost | 6 | 8 |
| Net monetary gain | 195 | 60 |
| Foreign exchange gains | 43 | 5 |
| Other interest income | 7 | 3 |
| Total fi nancial income | 251 | 76 |
| Interest expenses and fees on fi nancial liabilities measured at amortised cost | 184 | 89 |
| Foreign exchange losses | 59 | 31 |
| Other interest expenses | 1 | 1 |
| Total fi nancial expenses | 244 | 121 |
| Total, net | 7 | -45 |
8. INCOME TAX EXPENSE
| DKK million | 2011 | 2010 |
|---|---|---|
| Current tax on profi t for the year | 127 | 111 |
| Change in deferred tax during the year | -45 | 14 |
| Corporate income tax | 82 | 125 |
| Withholding tax | 15 | 12 |
| Income tax expense | 97 | 137 |
| Profi t before income tax | 339 | 351 |
| Share of profi t in associates | -2 | -13 |
| Profi t before income tax, excluding share of profi t in associates | 337 | 338 |
| Reported eff ective corporate tax rate (per cent) | 24.3 | 37.0 |
| Corporation tax rate explanation | ||
| Danish corporate tax rate in per cent | 25.0 | 25.0 |
| The tax eff ect from: | ||
| Recognition of expected tax credits on royalties | -8.7 | -0.3 |
| Diff erences from non-taxable income / non-deductible expenses including infl ation adjustments | 20.5 | 22.3 |
| Diff erence in tax rate of non-Danish companies | -20.7 | -2.9 |
| Tax losses for which no deferred tax asset was recognised | 4.0 | 7.7 |
| Non-taxable gain on disposal of associates | -13.8 | |
| Prior year tax adjustment | 1.8 | |
| Other | 2.4 | -1.0 |
| Eff ective tax rate (%) | 24.3 | 37.0 |
| Deferred tax | 2011 | 2010 | ||
|---|---|---|---|---|
| DKK million | Assets | Liabilities | Assets | Liabilities |
| Fixed assets | 6 | 204 | 8 | 80 |
| Current assets, net | 48 | 49 | 18 | 47 |
| Non-current debt | 1 | 4 | ||
| Current debt | 111 | 53 | ||
| Other liabilities | 1 | 3 | 1 | |
| Losses carried forward | 2 | |||
| Provisions | 5 | 4 | ||
| Deferred tax assets / liabilities | 174 | 256 | 87 | 128 |
| Set-off within legal tax unit | 112 | 112 | 72 | 72 |
| Deferred tax assets / liabilities | 62 | 144 | 15 | 56 |
The Group did not recognise deferred tax assets of DKK 109m (DKK 96m) regarding certain timing diff erences in Plumrose due to uncertainty with respect to utilisation. Further the Group did not recognise deferred tax assets of DKK 39m (DKK 28m) in respect of tax losses carried forward amounting to DKK 158m (DKK 110m) due to uncertainty with respect to utilisation.
Deferred gross tax assets maturing within 12 months amounts to DKK 120m (DKK 57m). Deferred tax liabilities maturing within 12 months amounts to 9m (DKK 16m).
Deferred tax has not been calculated on temporary diff erences relating to investments in subsidiaries and associates as these investments are not expected to be sold within the foreseeable future. No signifi cant tax liabilities have been indentifi ed in this respect.
9. EARNINGS PER SHARE
| DKK million | 2011 | 2010 |
|---|---|---|
| Profi t from continuing operations | 242 | 214 |
| Non-controlling interest | 80 | 26 |
| EAC's share of profi t from continuing operations | 162 | 188 |
| EAC's share of profi t from discontinued operations | 0 | 547 |
| Average number of shares outstanding | 12,804,876 | 13,714,765 |
| Average number of own shares | 644,891 | 435,553 |
| Average number of shares excluding own shares | 12,159,986 | 13,279,212 |
| Average dilution eff ect of outstanding options | 17,394 | 0 |
| Diluted average number of shares | 12,177,380 | 13,279,212 |
| Outstanding share options, as further explained in note 13, may dilute EPS in the future. | ||
| Earnings per share (DKK) | 13.3 | 55.4 |
| from continuing operations | 13.3 | 14.2 |
| from discontinued operations | 0.0 | 41.2 |
| Earnings per share diluted (DKK) | 13.3 | 55.4 |
| from continuing operations | 13.3 | 14.2 |
| from discontinued operations | 0.0 | 41.2 |
10. AUDIT FEES
| DKK million | 2011 | 2010 |
|---|---|---|
| KPMG including network fi rms | ||
| Statutory audit | 6 | 3 |
| Other assurance services | 0 | 0 |
| Tax/VAT advisory services | 1 | 1 |
| Other non-audit services | 6 | 7 |
| KPMG Statusautoriseret Revisionspartnerselskab, Denmark (also included above) | ||
| Statutory audit | 1 | 1 |
| Other assurance services | 0 | 0 |
| Tax/VAT advisory services | 0 | 0 |
| Other non-audit services | 4 | 6 |
11. NUMBER OF EMPLOYEES
| 2011 | 2010 | |
|---|---|---|
| EAC Group average, continued operations | 5,913 | 4,940 |
| EAC Group end period, continued operations | 6,399 | 5,328 |
12. SALARIES, WAGES AND FEES, ETC.
| DKK million | 2011 | 2010 |
|---|---|---|
| Salaries and wages to employees | 1,656 | 919 |
| Equity-settled share-based payment transactions, employees | 1 | 6 |
| Salaries to the Executive Board of the Parent Company | 5 | 5 |
| Equity-settled share-based payment transactions, Executive Board of the Parent Company | 1 | 1 |
| Board fees to the Supervisory Board of the Parent Company | 2 | 2 |
| Pension, defi ned contribution schemes | 22 | 5 |
| Pension, defi ned benefi t schemes | 2 | |
| Social security and other staff expenses | 77 | 43 |
| Total | 1,766 | 981 |
| Of which compensation to Executive Management | ||
| Salaries and other current employee benefi ts | 9 | 8 |
| Equity-settled share-based payments | 1 | 2 |
| Total | 10 | 10 |
Employment contracts for members of the Executive Management contain terms and conditions that are common to those of their peers in companies listed on NASDAQ OMX Copenhagen - including terms of notice and non-competition clauses.
13. INCENTIVE SCHEMES
| Share options (number) | Executive management |
Management Team |
Other senior executives |
Total |
|---|---|---|---|---|
| 2010 | ||||
| Share options outstanding 01.01. | 58,000 | 75,000 | 200,750 | 333,750 |
| Continued operations | 58,000 | 49,000 | 149,250 | 256,250 |
| Discontinued operations | 26,000 | 51,500 | 77,500 | |
| Share options outstanding at 31.12. | 58,000 | 75,000 | 200,750 | 333,750 |
| 2011 | ||||
| Share options outstanding at 01.01. | 58,000 | 75,000 | 200,750 | 333,750 |
| Continued operations | 58,000 | 49,000 | 149,250 | 256,250 |
| Experied/lapsed | 14,250 | 14,250 | ||
| Continued operations, total | 58,000 | 49,000 | 135,000 | 242,000 |
| Discontinued operations | 26,000 | 51,500 | 77,500 | |
| Share options outstanding at 31.12. | 58,000 | 75,000 | 186,500 | 319,500 |
13. INCENTIVE SCHEMES -CONTINUED
Share options
EAC operates a share option programme, according to which the management and certain other key employees in the EAC Group are granted share options.
The programme, which over 3 years comprised a total of 2 per cent of the share capital, was adopted by the Annual General Meeting in 2007.
The underlying objective of this allocation is to retain and motivate the employees in question and to ensure a community of interests between shareholders and day-to-day management, while at the same time building long term loyalty and staff retention.
The exercise price is based on the average price for EAC shares on the 10 fi rst trading days a er the announcement of EAC's annual results, plus 10 per cent. Thus, the options will only be of actual value to the relevant persons if the market price exceeds the exercise price at the time of exercise.
The options have a term of six years and are exercisable a er three years. Each share option entitles the holder to purchase one share in EAC Ltd. A/S. The options may only be settled in shares (equity-settled scheme). Exercise of the options granted under this scheme is conditional upon the option holder being employed by the EAC Group at the time of exercise, however, special conditions apply to option holders employed in divested companies or retiring from the Group.
The Share options are covered by EAC's holding of treasury shares. No options were excercised during 2011. At 31 December 2011 184,000 options were excercisable (93,500).
Share options are not off ered as part of the remuneraton of Supervisory Board members.
| Fair value 2010 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Excercise | Expired/ | Exercise | DKK per | DKK | DKK per | DKK | |||
| year | lapsed | 31 Dec | price | option | million | option | million | ||
| 0.1 | |||||||||
| 2011-2014 | 18,000 | 18,000 | 394 | 0.0 | 1 | 0.0 | |||
| 2012-2015 | 22,000 | 22,000 | 133 | 14 | 0.3 | 61 | 1.3 | ||
| 58,000 | 0 | 0.3 | 1.4 | ||||||
| 0.1 0.0 |
|||||||||
| 2012-2015 | 30,000 | 30,000 | 133 | 14 | 0.4 | 61 | 1.8 | ||
| 75,000 | 0 | 0.4 | 1.9 | ||||||
| Other senior executives | |||||||||
| 2010-2013 | 54,500 | 4.500 | 50,000 | 223 | 0.0 | 6 | 0.1 | ||
| 2011-2014 | 57,500 | 4.500 | 53,000 | 394 | 0.0 | 1 | 0.1 | ||
| 2012-2015 | 88,750 | 5.250 | 83,500 | 133 | 14 | 1.2 | 61 | 5.6 | |
| 200,750 | 1.2 | 5.8 | |||||||
| 333,750 | 1.9 | 9.1 | |||||||
| Executive Management 2010-2013 2010-2013 2011-2014 |
18,000 21,000 24,000 |
1 Jan Granted | Number of share options | 18,000 0 58,000 21,000 24,000 0 75,000 0 14,250 186,500 0 14,250 319,500 |
223 223 394 |
Fair value 2011 0.0 0.0 0.0 |
6 6 1 |
13. INCENTIVE SCHEMES -CONTINUED
| 2011 | 2010 | 2009 | 2008 | 2007 | |
|---|---|---|---|---|---|
| Calculation of the value of the outstanding share options using | |||||
| Black Scholes formula was based on the following assumptions: | |||||
| 2007 grants | |||||
| Share price (DKK) | 118.50 | 180.00 | 181.75 | 177.50 | 397.50 |
| Excercise price (DKK) | 223.00 | 228.00 | 253.00 | 258.00 | 268.00 |
| Expected duration (years) | 0.00 | 0.75 | 1.75 | 2.75 | 3.75 |
| Dividend yield (%) - The excercise price is adjusted for dividend | 0 | 0 | 0 | 0 | 0 |
| Risk-free interest rate (%) | 1.58 | 1.76 | 1.82 | 4.93 | 4.35 |
| Volatility (%) | 28.90 | 30.90 | 42.50 | 40.00 | 31.00 |
| 2008 grants | |||||
| Share price (DKK) | 118.50 | 180.00 | 181.75 | 177.50 | |
| Excercise price (DKK) | 394.00 | 399.00 | 424.00 | 429.00 | |
| Expected duration (years) | 0.75 | 1.75 | 2.75 | 3.75 | |
| Dividend yield (%) - The excercise price is adjusted for dividend | 0 | 0 | 0 | 0 | |
| Risk-free interest rate (%) | 1.58 | 1.76 | 1.82 | 4.93 | |
| Volatility (%) | 28.90 | 30.90 | 42.50 | 40.00 | |
| 2009 grants | |||||
| Share price (DKK) | 118.50 | 180.00 | 181.75 | ||
| Excercise price (DKK) | 133.00 | 138.00 | 163.00 | ||
| Expected duration (years) | 1.75 | 2.75 | 3.75 | ||
| Dividend yield (%) - The excercise price is adjusted for dividend | 0 | 0 | 0 | ||
| Risk-free interest rate (%) | 1.58 | 1.76 | 1.82 | ||
| Volatility (%) | 28.90 | 30.90 | 42.50 |
The expected duration is based on excercise in the middle of the excercise period. The volatility is based on the historical volatility in the price of EAC Ltd. A/S's shares over the last year. The fair value is recognised in the income statement over the vesting period of three years. The total cost of the incentive schemes was net DKK 4m (2010: DKK 10 of which DKK 3m was related to the divestment of EAC Industrial Ingredients). At 31 December 2011, an amount of DKK 1m has not been recognised in respect of the current incentive schemes.
14. INTANGIBLE ASSETS
| DKK million | Goodwill | Trademarks1 | So ware | Other2 | Total |
|---|---|---|---|---|---|
| 2011 | |||||
| Cost: | |||||
| 01.01. | 361 | 237 | 114 | 47 | 759 |
| Translation adjustments | 1 | 4 | 2 | 1 | 8 |
| Infl ation adjustments | 0 | 0 | 25 | 0 | 25 |
| Additions | 0 | 0 | 2 | 6 | 8 |
| Additions due to business combination | 292 | 209 | 0 | 50 | 551 |
| Reclassifi cation | 0 | 0 | 14 | -11 | 3 |
| 31.12. | 654 | 450 | 157 | 93 | 1,354 |
| Amortisation: | |||||
| 01.01. | 0 | 70 | 109 | 179 | |
| Translation adjustments | -1 | 2 | 1 | ||
| Infl ation adjustments | 25 | 25 | |||
| Amortisation for the year | 3 | 6 | 9 | ||
| 31.12. | 0 | 69 | 139 | 6 | 214 |
| Carrying amount 31.12. | 654 | 381 | 18 | 87 | 1,140 |
| 2010 | |||||
| Cost: | |||||
| 01.01. | 104 | 84 | 147 | 42 | 377 |
| Translation adjustments including devaluation loss | 12 | -5 | -51 | 4 | -40 |
| Infl ation adjustments | 26 | 26 | |||
| Additions | 1 | 1 | |||
| Additions related to discontinued operations | 36 | 36 | |||
| Additions due to business combinations | 280 | 167 | 47 | 494 | |
| Disposals, discontinued operations | 71 | 9 | 46 | 126 | |
| Disposals | -9 | -9 | |||
| 31.12. | 361 | 237 | 114 | 47 | 759 |
| Amortisation: | |||||
| 01.01. | 0 | 84 | 135 | 17 | 236 |
| Translation adjustments including devaluation loss | -5 | -49 | 2 | -52 | |
| Infl ation adjustments | 25 | 0 | 25 | ||
| Amortisation for the year | 4 | 4 | 8 | ||
| Disposals, discontinued operations | 6 | 23 | 29 | ||
| Disposals | -9 | 0 | -9 | ||
| 31.12. | 0 | 70 | 109 | 0 | 179 |
| Carrying amount 31.12. | 361 | 167 | 5 | 47 | 580 |
Trademarks amounting to DKK 381m (DKK 167m) are assumed to have an indefi nite useful life and are consequently not subject to amortisation, but tested annually for impairment.
2 Other intangible assets are mainly related to customer relationships, supplier contracts and non-compete agreements.
14. INTANGIBLE ASSETS -CONTINUED
At 31 December 2011, Management completed impairment testing of the carrying amount of goodwill and trademarks with an indefi nite useful life. The impairment testing was done in Q4 2011 based on the budgets and business plans approved by the Supervisory Board and Executive Management as well as other assumptions adjusted, as required, to comply with IAS 36.
The carrying amount of goodwill and trademarks with indefi nite useful life in the EAC is attributable to the following acquisitions:
| Trademarks | Goodwill | |||||
|---|---|---|---|---|---|---|
| DKK million | 2011 | 2010 | 2011 | 2010 | ||
| Acquisition: | Country: | Business Segment | ||||
| Global Silverhawk1 | Asia | Santa Fe Group | 37 | 36 | ||
| Santa Fe Vietnam | Vietnam | Santa Fe Group | 4 | 4 | ||
| Ikan Relocation Services Pvt. Ltd. | India | Santa Fe Group | 25 | 30 | ||
| IR Moving Concepts Pvt. Ltd. | India | Santa Fe Group | 10 | 11 | ||
| Wridgways Australia Ltd. | Australia | Santa Fe Group | 172 | 167 | 286 | 280 |
| Interdean International Relocation Group2 | Europe | Santa Fe Group | 199 | 292 | ||
| Other | 10 | |||||
| Total | 381 | 167 | 654 | 361 |
Indonesia, Japan, Malaysia and the Philippines.
35 countries across Europe (including Russia) and Central Asia.
When performing impairment tests of cash-generating units, the recoverable amount calculated as the discounted value of expected future cash fl ows (value in use) is compared to the carrying amount of each of the cash-generating units. For all segments, the key parameters are revenue, EBIT, working capital investments, capital investments as well as assumptions of growth. The cash fl ows are based on budgets and business plans and cover the next fi ve years. Projections for subsequent years (terminal value) are based on general market expectations and risks including general expectations of growth for the segments in question. The discount rates used to calculate the recoverable amount is the EAC Group's internal WACC rate computed before tax and refl ects specifi c risks relating to the businesses.
| Key assumptions | Revenue (CAGR) 2012-2016 (%) |
EBITDA (CAGR) 2012-2016 (%) |
Growth in the terminal period (%) |
Discount rates before tax (%) |
||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2011 | 2010 | 2011 | 2010 | 2011 | 2010 | 2011 | 2010 | |||
| Country | ||||||||||
| Global Silverhawk1 | Asia | 7.2 | 9.0 | 12.1 | 8.0 | 2.0 | 3.0 | 10.5 | 9.5 | |
| Santa Fe Vietnam | Vietnam | 10.7 | 10.5 | 9.8 | 3.4 | 2.0 | 3.0 | 13.3 | 15.1 | |
| Ikan Relocation Services Pvt. Ltd. | India | 13.3 | 12.4 | 11.8 | 6.0 | 2.0 | 3.0 | 12.5 | 15.4 | |
| IR Moving Concepts Pvt. Ltd. | India | 3.7 | 3.5 | 5.2 | 8.7 | 2.0 | 3.0 | 12.5 | 15.4 | |
| Wridgways Australia Ltd. | Australia | 4.9 | 3.7 | 11.1 | 9.5 | 2.0 | 2.0 | 11.8 | 12.2 | |
| Interdean International Relocation Group | Europe | 4.0 | 5.9 | 6.0 | 1.0 | 14.6 |
IIndonesia, Japan, Malaysia and the Philippines.
Growth rates are determined for each individual cash-generating unit and are based on budgets and business plans for the next fi ve years.
It is Management's assessment that reasonably possible changes to the key assumptions will not result in the carrying amount of goodwill and trademarks exceeding the recoverable amount in the cash generating units.
15. PROPERTY, PLANT AND EQUIPMENT
| Land and buildings |
Other assets, installations, |
Construction | ||||
|---|---|---|---|---|---|---|
| DKK million | etc. | Plants etc. | vehicles etc. | IT equipments | in progress | Total |
| 2011 | ||||||
| Cost: | ||||||
| 01.01. | 917 | 661 | 246 | 66 | 223 | 2,113 |
| Translation adjustment | 23 | 19 | 9 | 1 | 5 | 57 |
| Infl ation adjustment | 256 | 230 | 32 | 16 | 63 | 597 |
| Additions | 2 | 0 | 24 | 3 | 326 | 355 |
| Additions due to business combinations | 29 | 50 | 49 | 0 | 0 | 128 |
| Disposals | 9 | 1 | 11 | 2 | 6 | 29 |
| Reclassifi cation | 133 | 91 | 15 | 42 | -285 | -4 |
| 31.12. | 1,351 | 1,050 | 364 | 126 | 326 | 3,217 |
| Depreciation | ||||||
| 01.01. | 350 | 397 | 139 | 39 | 0 | 925 |
| Translation adjustment | 9 | 10 | 4 | 1 | 24 | |
| Infl ation adjustment | 95 | 137 | 30 | 9 | 271 | |
| Depreciation for the year | 45 | 64 | 37 | 16 | 162 | |
| Disposals | 8 | 1 | 8 | 2 | 19 | |
| Reclassifi cation | 4 | -1 | -5 | 1 | -1 | |
| 31.12. | 495 | 606 | 197 | 64 | 0 | 1,362 |
| Carrying amount 31.12. | 856 | 444 | 167 | 62 | 326 | 1,855 |
| Financial leases | 8 | |||||
| 2010 | ||||||
| Cost: | ||||||
| 01.01. | 1,186 | 788 | 337 | 78 | 340 | 2,729 |
| Translation adjustment including devaluation loss | -477 | -360 | -87 | -25 | -155 | -1,104 |
| Infl ation adjustment | 157 | 143 | 6 | 9 | 50 | 365 |
| Additions | 1 | 10 | 1 | 236 | 248 | |
| Additions due to business combinations | 2 | 43 | 1 | 46 | ||
| Disposals | 2 | 1 | 19 | 1 | 1 | 24 |
| Disposals, discontinued operations | 72 | 4 | 56 | 12 | 3 | 147 |
| Reclassifi cation | 122 | 95 | 12 | 15 | -244 | 0 |
| 31.12. | 917 | 661 | 246 | 66 | 223 | 2,113 |
| Depreciation | ||||||
| 01.01. | 469 | 492 | 211 | 57 | 0 | 1,229 |
| Translation adjustment including devaluation loss | -185 | -226 | -54 | -17 | -482 | |
| Infl ation adjustment | 62 | 89 | 3 | 6 | 160 | |
| Depreciation for the year | 37 | 42 | 29 | 8 | 116 | |
| Disposals | 2 | 16 | 5 | 23 | ||
| Disposals, discontinued operations | 31 | 34 | 10 | 75 | ||
| 31.12. | 350 | 397 | 139 | 39 | 0 | 925 |
| Carrying amount 31.12. | 567 | 264 | 107 | 27 | 223 | 1,188 |
| Financial leases | 0 |
The EAC Group was at 31 December 2011 contractually committed to investments related to production machinery, etc., primarily in Plumrose in the total amount of DKK 192m (DKK 103m).
16. LIVESTOCK
| DKK million | 2011 | 2010 |
|---|---|---|
| Reconciliation of carrying amounts of reproducing livestock | ||
| Carrying amount 1.1 | 15 | 21 |
| Translation adjustment including devaluation loss | 1 | -10 |
| Infl ation adjustment | 4 | 3 |
| Increase due to purchases | 22 | 16 |
| Gain/loss arising from changes in fair value less estimated point-of-sale costs attributable to physical changes | -15 | -11 |
| Decrease due to sales | 11 | 4 |
| Reclassifi cation | 1 | |
| Carrying amount 31.12 | 17 | 15 |
The reproducing livestock is presented at cost net of accumulated amortisation since there is no available market price and no other reliable alternatives to determine the fair value. The assets comprise pig herds and stock of cattle with an amortisation period of 2.5 and 5 years, respectively.
As of 31 December 2011, Plumrose owns 12,000 reproducing livestock (31 December 2010: 12,000).
17. AMORTISATION AND DEPRECIATION
Amortisation and depreciation of intangible assets and property, plant and equipment are included in the income statement under the following captions, according to the use of the assets:
| Poperty, | 2011 | Poperty, | 2010 | |||
|---|---|---|---|---|---|---|
| Intangible | plant and | Intangible | plant and | |||
| DKK million | assets | equipment | Total | assets | equipment | Total |
| Cost of sales | 1 | 75 | 76 | 0 | 68 | 68 |
| Selling and distribution expenses | 3 | 58 | 61 | 0 | 26 | 26 |
| Administrative expenses | 5 | 29 | 34 | 3 | 16 | 19 |
| Total, continued operations | 9 | 162 | 171 | 3 | 110 | 113 |
| Discontinued operations | 5 | 6 | 11 | |||
| Total | 9 | 162 | 171 | 8 | 116 | 124 |
18. FINANCIAL ASSETS
| Investment | Other | 2011 | Investment | Other | 2010 | |
|---|---|---|---|---|---|---|
| DKK million | in associates |
securities and investments |
Total | in associates |
securities and investments |
Total |
| Cost 01.01. | 34 | 3 | 37 | 67 | 3 | 70 |
| Reclassifi ed to value adjustment 01.01 | -11 | -11 | ||||
| Translation adjustments | 0 | 0 | 11 | 0 | 11 | |
| Disposals, continued operations | 32 | 32 | ||||
| Disposals, discontinued operations | 12 | 12 | ||||
| Cost 31.12. | 23 | 3 | 26 | 34 | 3 | 37 |
| Value adjustment 01.01. | -9 | 8 | -1 | -13 | 8 | -5 |
| Reclassifi ed to cost 01.01 | 11 | 11 | ||||
| Net profi t/loss, continued operations | 2 | 2 | 13 | 13 | ||
| Net profi t/loss, discontinued operations | 4 | 4 | ||||
| Dividend | -2 | -2 | -13 | -13 | ||
| Value adjustment 31.12. | 2 | 8 | 10 | -9 | 8 | -1 |
| Carrying amount 31.12. | 25 | 11 | 36 | 25 | 11 | 36 |
The carrying amount of the investment in associates does not include goodwill.
18. FINANCIAL ASSETS -CONTINUED
The Group's interests in its principal associates:
| EAC's | EAC's | |||||||
|---|---|---|---|---|---|---|---|---|
| share | invest- | |||||||
| Country of | Profi t/ % Interest | of profi t in | ment in | |||||
| DKK million | incorporation | Assets | Liabilities | Revenue | Loss | held | associates | associates |
| 2011 | ||||||||
| Asiatic Acrylics Company Ltd.1 | Thailand | 38 | 0 | 0 | 3 | 51.00 | 2 | 19 |
| Thai Poly Acrylic Public Company Ltd.2 | Thailand | 172 | 61 | 284 | 10 | 2.81 | 0 | 3 |
| Beijing Zhongboa Drinking Water Co. Ltd. | China | 15 | 9 | 22 | 1 | 34.89 | 0 | 2 |
| Alfa Relocation Management A/S | Denmark | 15 | 14 | 34 | 1 | 50.00 | 0 | 1 |
2 25
| DKK million | Country of incorporation |
Assets | Liabilities | Revenue | Loss | Profi t/ % Interest held |
EAC's share of profi t in associates |
EAC's invest- ment in associates |
|---|---|---|---|---|---|---|---|---|
| 2010 | ||||||||
| Asiatic Acrylics Company Ltd.1 | Thailand | 38 | 0 | 0 | 3 | 51.00 | 2 | 20 |
| Thai Poly Acrylic Public Company Ltd.2 | Thailand | 195 | 82 | 286 | 10 | 2.81 | 0 | 3 |
| Beijing Zhongboa Drinking Water Co. Ltd. | China | 14 | 8 | 20 | 1 | 34.89 | 0 | 2 |
| 3PL FRIO, C.A. | Venezuela | 0 | 0 | 0 | 0 | 50.00 | 0 | 0 |
| 2 | 25 |
EAC is not in control of the company through agreements, etc.
Publicly listed company with a total market cap of THB 729m or DKK 132m (THB 753m or DKK140m). Interest held through Asiatic Acrylics Ltd. (indirect holding of 17.4%) and The East Asiatic 2010 (Thailand) Company Limited (direct holding of 2.8%).
Associated companies divested in 2010
Siri Asiatic Company Ltd., Berli Asiatic Soda Co. Ltd., AB Far East Sdn. Bhd. and Amochem Sdn. all formed part of EAC Industrial Ingredients, which was divested in July 2010. The contribution to profi t from discontinued operations amounted to DKK 4m.
AkzoNobel Paints (Thailand) Ltd. and Griffi n Travel (HK) Ltd. was divested in December and June respectively. The total contribution to share of profi t in associates amounted to DKK 10m and DKK 1m respectively. The gain on disposal of associated was DKK 194m and DKK 3m respectively.
19. FINANCIAL INSTRUMENTS BY CATEGORY
| DKK million | 2011 | 2010 |
|---|---|---|
| Available for sale fi nancial assets measured at fair value | ||
| Other investments (fair value is not based on observable market data, but is based | ||
| on the net present value of expected future cash fl ow using a discount factor of 8 per cent p.a. (8 per cent p.a.)) | 11 | 11 |
| Total | 11 | 11 |
| Financial assets measured at amortised cost | ||
| Trade receivables | 992 | 595 |
| Other receivables, current and non-current | 328 | 186 |
| Bank and cash balances | 629 | 1,054 |
| Total | 1,949 | 1,835 |
| Financial liabilities measured at amortised cost | ||
| Non-current debt | 1,110 | 586 |
| Bank loans, current | 764 | 354 |
| Trade payables | 602 | 335 |
| Other liabilities and tax payable, current and non-current | 530 | 354 |
| Total | 3,006 | 1,629 |
20. SHARE CAPITAL
| Shares of DKK 70 |
Nominal value DKK '000 |
|
|---|---|---|
| 01.01.2010 | 13,714,765 | 960,034 |
| 31.12.2010 / 01.01.2011 | 13,714,765 | 960,034 |
| Cancellation of treasury shares | -1,366,705 | -95,670 |
| 31.12.2011 | 12,348,060 | 864,364 |
As at 31 December 2011, the share capital contained 1,199 (2010: 1,275) half shares.
| Shares of | Nominal value | % of | |
|---|---|---|---|
| Treasury shares | DKK 70 | DKK million | share capital |
| 01.01.2010 | 334,000 | 23 | 2.44 |
| Pu rchase of treasury shares | 758,245 | 53 | 5.52 |
| 31.12.2010 / 01.01.2011 | 1,092,245 | 76 | 7.96 |
| Purchase of treasury shares | 612.954 | 43 | 4.74 |
| Cancellation of treasury shares | -1,366,705 | -96 | 9.96 |
| 31.12.2011 | 338,494 | 23 | 2.74 |
319,500 shares of the treasury shares (334,000) are held to cover the share option programme of the EAC Group as described in note 13. For further information, please refer to Shareholder information, page 15.
21. INVENTORIES
| DKK million | 2011 | 2010 |
|---|---|---|
| Raw materials | 632 | 271 |
| Work in progress | 93 | 65 |
| Finished goods | 311 | 178 |
| Total | 1,036 | 514 |
| Inventories recognised as an expense during the year | 2,770 | 1,926 |
| Amounts of write-down of inventory recognised as expense during the year | 36 | 3 |
| Amount of reversal of write-down of inventories during the year | 31 | 3 |
| Carrying amount of inventory carried at fair value less cost to sell | 9 | 9 |
Change in write-down of inventories during 2011 were attributable to Plumrose.
22. TRADE RECEIVABLES
| DKK million | 2011 | 2010 |
|---|---|---|
| Trade receivables (gross) | 1,021 | 612 |
| Allowances for doubtful trade receivables: | ||
| Balance at the beginning of the year | 17 | 28 |
| Balance at the beginning of the year, discontinued operations | -4 | |
| Balance at the beginning of the year, continued operations | 17 | 24 |
| Translation adjustment | 0 | -1 |
| Additions during the year | 17 | 6 |
| Additions due to business combinations | 9 | |
| Realised losses during the year and reversals | 14 | 12 |
| Balance at the end of year | 29 | 17 |
| Total trade receivables | 992 | 595 |
No signifi cant losses were incurred in respect of individual trade receivables in 2011 and 2010. Generally no security is required from customers regarding sales on credit. Credit risk is further described in note 28.
23. OTHER RECEIVABLES
| DKK million | 2011 | 2010 |
|---|---|---|
| Other receivables Prepayments |
261 55 |
141 44 |
| Total | 316 | 185 |
24. PROVISIONS FOR OTHER LIABILITIES AND CHARGES
| DKK million | Other provisions |
Employee benefi ts |
2011 | Other provisions |
Employee benefi ts |
2010 |
|---|---|---|---|---|---|---|
| 01.01. | 25 | 13 | 38 | 57 | 13 | 70 |
| Translation adjustment | 1 | 0 | 1 | -24 | -1 | -25 |
| Disposals, discontinued operations | 2 | 10 | 12 | |||
| Additions due to business combinations | 2 | 2 | 10 | 10 | ||
| Utilised | 5 | 0 | 5 | 6 | 6 | |
| Reversed | 1 | 1 | 12 | 12 | ||
| Additions | 60 | 4 | 64 | 12 | 1 | 13 |
| 31.12. | 80 | 19 | 99 | 25 | 13 | 38 |
| Specifi cation of other provisions: | ||||||
| Non-current | 37 | 17 | 54 | 20 | 13 | 33 |
| Current | 43 | 2 | 45 | 5 | 5 | |
| 80 | 19 | 99 | 25 | 13 | 38 |
Other provisions are primarily related to potential labour indemnifi cations and tax disputes in Venezuela. Non-current other provisions are expected to mature within two years of the balance sheet date.
25. DEFINED BENEFIT OBLIGATIONS
| DKK million | 2011 | 2010 |
|---|---|---|
| The EAC Group participates as employer in pension plans depending on local regulations. Usually these | ||
| pension plans are defi ned contribution plans, however following the acquisition of Interdean also some | ||
| defi ned benefi t plans in Switzerland. | ||
| Fair value of plan assets | -38 | - |
| Present value of obligations | 50 | - |
| Net liability recognised (funded plans) 31.12. | 12 | - |
| Equity securities | 3 | - |
| Insurance contracts | 32 | - |
| Cash | 3 | - |
| Total plan assets 31.12. | 38 | - |
| Movements in the present value of the defi ned benefi t obligation | ||
| 01.01. | 0 | - |
| Additions due to business combinations | 51 | - |
| Benefi ts paid by the plan | 0 | - |
| Employee contributions paid | 1 | - |
| Current service cost and interest | 1 | - |
| Actuarial losses/(gains) in other comprehensive income | 0 | - |
| Translation adjustments | -3 | - |
| 31.12. | 50 | - |
25. DEFINED BENEFIT OBLIGATIONS -CONTINUED
| DKK million | 2011 | 2010 | |||
|---|---|---|---|---|---|
| Movements in the fair value of plan assets | |||||
| 01.01. | 0 | - | |||
| Additions due to business combinations | 39 | - | |||
| Contributions paid into the plan | 1 | - | |||
| Employee contributions paid | 1 | - | |||
| Benefi ts paid by the plan | 0 | - | |||
| Expected return on plan assets | 0 | - | |||
| Actuarial (losses)/gains in other comprehensive income | 0 | - | |||
| Translation adjustments | -3 | - | |||
| 31.12. | 38 | - | |||
| Current service cost | 1 | - | |||
| Interest on obligation | 1 | - | |||
| Expected return on plan assets | 0 | - | |||
| Expense recognised in the income statement | 2 | - | |||
| Which has been recognised under the following captions: | |||||
| Selling and distribution expenses | 2 | - | |||
| Cumulative gains/(losses) recognised in other comprehensive income 31.12. | 0 | - | |||
| Principal actuarial assumptions (expressed in per cent as weighted averages) | |||||
| Discount rate | 2,5 | - | |||
| Expected return on plan assets | 2,7 | - | |||
| Future salary increases | 2,0 | - | |||
| Future pension increases | 0,0 | - | |||
| Historical information | 2011 | 2010 | 2009 | 2008 | 2007 |
| Present value of the defi ned benefi t obligation | 50 | - | - | - | - |
| Fair value of plan assets | -38 | - | - | - | - |
| Net liability recognised 31.12. | 12 | - | - | - | - |
| Experience adjustemnts on plan liabilities | 0 | - | - | - | - |
| Experience adjustemnts on plan assets | 0 | - | - | - | - |
The EAC Group expects to contribute DKK 2 million to the defi ned benefi t plans in 2012.
26. OTHER LIABILITIES
| DKK million | 2011 | 2010 |
|---|---|---|
| Other liabilities by origin: | ||
| Staff payables | 131 | 93 |
| Duties to public authorities | 76 | 57 |
| Other taxes | 11 | 8 |
| Other accrued expenses | 257 | 130 |
| Total | 475 | 288 |
27. BORROWINGS
| DKK million | 2011 | 2010 |
|---|---|---|
| Non-current borrowings: | ||
| Bank loans | 1,066 | 558 |
| Bonds | 27 | 26 |
| Finance lease liabilities | 3 | |
| Other non-current borrowings | 2 | 2 |
| Total | 1,098 | 586 |
| Current borrowings: | ||
| Bank loans | 754 | 354 |
| Finance lease liabilities | 4 | |
| Other current borrowings | 6 | 0 |
| Total | 764 | 354 |
| Total borrowings | 1,862 | 940 |
| Maturity of current and non-current borrowings: | ||
| < 1 year | 764 | 354 |
| 1-5 years | 1,098 | 586 |
| > 5 year | 0 | 0 |
| Total | 1,862 | 940 |
At 31 December 2011 / 2010 all current and non-current borrowings are fl oating interest based. The borrowings are exposed to interest rate and currency risk, refer to note 28.
Finance lease liabilities
Finance lease liabilities are payable as follows:
| 2011 | 2010 | |||||
|---|---|---|---|---|---|---|
| Future | Present value | Future | Present value | |||
| minimum | of minimum | minimum | of minimum | |||
| lease | lease | lease | lease | |||
| DKK million | payments | Interests | payments | payments | Interests | payments |
| Less than one year | 5 | 1 | 4 | |||
| Between one and fi ve years | 3 | 0 | 3 | |||
| More than fi ve years | 0 | 0 | 0 | |||
| 8 | 1 | 7 | - | - | - |
28. CREDIT RISK, CURRENCY RISK AND INTEREST RATE RISK
Group policy for managing risk and capital
Given the international scope of EAC's business activities, the Group is exposed to fi nancial market risk, i.e. the risk of losses as a result of adverse movements in currency exchange rates, interest rates and/or commodity prices. It also encompasses fi nancial counterparty credit risk, liquidity and funding risk.
EAC operates in relatively volatile markets in South America and Asia Pacifi c where sudden currency and interest movements can be expected. Consequently, EAC maintains a conservative debt-equity ratio providing management with suffi cient fl exibility to act in support of its businesses, if and when so required. EAC will continuously strive to achieve an effi cient debt-equity ratio in the operating businesses, while aming at maintaining a cautious cash position and equity ratio in the Parent Company.
EAC's fi nancial risk management activities are decentralised, although co-ordinated by the EAC Group within a policy framework approved by the Supervisory Board. It is the EAC Group's policy not to engage in any active speculation in fi nancial risks. Therefore, the Group's fi nancial management is focused on managing or eliminating fi nancial risks relating to operations and funding, in particular on reducing the volatility of the EAC Group's cash fl ows in local currencies. The Group does currently not apply any material fi nancial derivatives for hedging.
There are no changes to the Group's risk exposure and risk management compared to 2010.
Credit risk
EAC has no signifi cant concentration of credit risk. At the balance sheet date the total credit risk amounts to DKK 1.6bn (DKK 1.6bn). The EAC Group has policies in place that ensure sales of products and services are made to customers with an appropriate credit history. Generally, no security is required from customers regarding sales on credit. The credit risk lies in the potential insolvency of a counterpart and is thus to the extent possible equal to the sum of the positive net market values in respect of the corresponding business partners.
The available funds (cash and cash equivalents) of the Group are placed as demand or time deposits at relatively short terms. The EAC Group is exposed to the risk that fi nancial counterparties may default on their obligations towards EAC. This risk is managed by having maximum exposure limits on each fi nancial counterparty and by requiring a satisfactory credit rating from one of the established rating agencies for each counterparty. The current minimum Moody's rating required is a short-term rating of P-2 and a long-term rating of A3. In some countries this is not achievable e.g. Venezuela. In such cases the net risk (net of debt and deposits) should not be positive.
Trade receivables past due compounds as follows:
DKK million
| month (due) | |||||||
|---|---|---|---|---|---|---|---|
| not due | 0 - 1 | 1 - 2 | 2 - 3 | 3 - 6 | > 6 | 31.12.11 | |
| Receivables, not due | 656 | 656 | |||||
| Receivables past due but not impaired | 195 | 50 | 47 | 37 | 7 | 336 | |
| 992 | |||||||
| In % of receivables not due and due but not impaired | 66 | 20 | 5 | 5 | 4 | 1 | |
| Impaired receivables past due | 29 | 29 | |||||
| 1,021 | |||||||
| Allowances for doubtful trade receivables | -29 | ||||||
| Total trade receivables (net) | 992 |
DKK million
| month (due) | |||||||
|---|---|---|---|---|---|---|---|
| not due | 0 - 1 | 1 - 2 | 2 - 3 | 3 - 6 | > 6 | 31.12.10 | |
| Receivables, not due | 399 | 399 | |||||
| Receivables past due but not impaired | 138 | 30 | 14 | 14 | 0 | 196 | |
| 595 | |||||||
| In % of receivables not due and due but not impaired | 68 | 23 | 5 | 2 | 2 | ||
| Impaired receivables past due | 3 | 14 | 17 | ||||
| 612 | |||||||
| Allowances for doubtful trade receivables | -17 | ||||||
| Total trade receivables (net) | 595 |
28. CREDIT RISK, CURRENCY RISK AND INTEREST RATE RISK -CONTINUED
Liquidity risk
Liquidity risk means that the EAC Group is unable to meet its obligations as they fall due because of inability to realise assets or obtain adequate funding. The Group ensures that a liquidity position is maintained in order to service its fi nancial obligations as they fall due. During 2011, EAC Parent used available cash balances to fully fund the acquisition of Interdean International Relocation Group. The EAC Group expects to obtain external funding in 2012 to partially fund the acquisition.
At the end of 2011, EAC continued to have a low fi nancial gearing, hence the Group's liquidity/funding situation was comfortable. The Group had a net debt position at the end of 2011 of DKK 1,233m (DKK -115m). The Groups cash balance includes DKK 471m (DKK 252m) relating to cash in subsidiaries in countries with currency control or other legal restrictions. Accordingly this cash is not available for immediate use by the Parent Company or other subsidiaries.
Contractual maturities of fi nancial liabilities:
DKK million
| Contractual maturity incl. interest (cash fl ow) | ||||||
|---|---|---|---|---|---|---|
| Carrying amount | Total | < 1 years | 1 - 3 years | 3 - 5 years | > 5 years | |
| 31.12.11 | ||||||
| Non-derivative fi nancial instruments | ||||||
| Borrowings (current and non-current) | 1,862 | 1,990 | 839 | 1,082 | 69 | 0 |
| Trade payables | 602 | 602 | 602 | |||
| Contractual maturity incl. interest (cash fl ow) | ||||||
| Carrying amount | Total | < 1 years | 1 - 3 years | 3 - 5 years | > 5 years | |
| 31.12.10 | ||||||
| Non-derivative fi nancial instruments | ||||||
| Borrowings (current and non-current) | 940 | 1,101 | 439 | 620 | 42 | 0 |
| Trade payables | 335 | 335 | 335 |
The contractual maturity overview is based on undiscounted cash fl ows including estimated interest payments. Interest payments are based on current market conditions.
Liabilities regarding operational lease agreements are not included, but appear from note 35.
The Group has entered into contractual agreement regarding property, plant and equipment amounting to DKK 192m (DKK 103m) which is not included in the overview, refer to note 15.
Currency risk
The EAC Group is exposed to translation risks from currency translation into the Group reporting currency (DKK). EAC's business activities are conducted in diff erent currencies: Venezuelan Bolivar, Asia Pacifi c currencies, and European curencies. In order to minimise the currency risk, EAC seeks to match the currency denomination of income and expenses and of assets and liabilities on a country-by-country basis. Consequently, EAC's functional currency varies from country to country and is typically diff erent from the reporting currency in DKK of the listed entity, EAC Ltd. A/S. The objective of EAC's currency management strategies is to minimise currency risks relating to the functional currencies, i.e. to protect profi t margins in local currency.
Due to the signifi cance of Plumrose's activities in Venezuela the currency exposure to the Bolivar (VEF) is relatively high. The devaluation of the VEF in 2010 is detailed in note 39.
From a Group point of view, net assets in Plumrose are translated at the offi cial rate of VEF/USD 4.30. Outstanding dividends from Plumrose are summarised below.
28. CREDIT RISK, CURRENCY RISK AND INTEREST RATE RISK -CONTINUED
Outstanding dividends from Plumrose:
| Period | Exchange rate | USD '000 |
|---|---|---|
| 2007 | VEF/USD 4,30 | 22,866 |
| 2008 | VEF/USD 4,30 | 14,163 |
| 2009 | VEF/USD 4,30 | 152 |
| 2010 | VEF/USD 4,30 | 19,597 |
| Total | 56,778 |
Due to uncertainty, the Parent Company only recognises dividends from Venezuela upon receipt.
EAC Parent royalty receivable at exchange rate VEF/USD 4,30 from Plumrose are summarised below:
| Period | USD '000 |
|---|---|
| Q4 2009 | 4,286 |
| 2010 | 17,996 |
| 2011 | 23,803 |
| Total | 46,085 |
During 2011, CADIVI did not approved payment of any outstanding royalties or dividends.
The EAC Group has foreign exchange risk on balance sheet items, partly in terms of translation of debt denominated in a currency other than the functional currency for the relevant Group entity, and partly in terms of translation of net investments in entities with a functional currency other than DKK. The former risk aff ects the operating profi t.
Developments in exchange rates between DKK and the functional currencies of subsidiaries had an impact on the EAC Group's revenue and EBITDA for 2011 reported in DKK. In a number of countries (particularly in Asia Pacifi c) where the EAC Group has signifi cant activities, the currency correlates partly with the USD. In 2011, the average DKK/USD rate (532.29) was 5.6 per cent below 2010 (DKK/USD 563.62). As a consequence of the depreciation of a number of key currencies compared to DKK, revenue and EBITDA for 2011 decreased in Santa Fe Group by DKK 36m and DKK 3m respectively.
In foreign subsidiaries that operate in hyperinfl ationary economies, income and expenses are translated at the exchange rate at the balance sheet date which had a positive impact in Plumrose due to the appreciation of the exchange rate from DKK/USD 561.33 end of 2010 to DKK/USD 574.56 end of 2011. The associated impact on revenue and EBITDA was an increase of DKK 103m and DKK 11m respectively.
Interest rate risk
EAC is directly exposed to interest rate fl uctuations in connection with its funding and liquidity portfolio. The risk is managed by matching the duration of assets and liabilities and by ensuring a smooth rollover profi le. EAC is also indirectly exposed as a result of the impact of interest rates on the macro economies of the countries in which EAC operates its businesses.
The EAC Group is exposed to mainly fl oating interest rate risk on bank balances and borrowings. All interest bearing assets, DKK 629m (DKK 1,054m) and interest bearing liabilities, DKK 1,862m (DKK 940m) are reprised within one year.
At the end of 2011 the combined interest rate risk of the Group was DKK 5m (DKK 1m) in the case of a one-percentage point change in the interest rates (impact on profi t and equity).
Commodity risk
The Group uses a number of commodities for the production and is consequently exposed to price risks including corn and soya bean meal (Plumrose). Even if it is feasible to hedge against the price risk of these commodities through forward contracts, it has been decided for now not to enter into such hedging transactions.
29. OTHER NONCASH ITEMS
| DKK million | 2011 | 2010 |
|---|---|---|
| Gains/losses on disposal of intangible and tangible assets | -4 | |
| Changes in provisions | 39 | -6 |
| Share based payments | 4 | 10 |
| Net monetary gain | 195 | 60 |
| of which relates to borrowings | -227 | -126 |
| Foreign currency & other adjustments | 16 | 53 |
| Total | 27 | -13 |
30. CHANGES IN WORKING CAPITAL
| DKK million | 2011 | 2010 |
|---|---|---|
| Changes in inventories | -353 | -36 |
| Changes in trade receivables | 32 | -54 |
| Changes in trade payables | -59 | -10 |
| Changes in other receivables/payables | -21 | 80 |
| Total | -401 | -20 |
31. DIVESTMENT OF ENTITIES
| DKK million | 2011 | 2010 |
|---|---|---|
| Discontinued business | ||
| Intangible assets | 98 | |
| Property, plant and equipment | 74 | |
| Investment in associates | 12 | |
| Deferred tax | 14 | |
| Inventories | 247 | |
| Trade receivables | 443 | |
| Other receivables | 42 | |
| Cash and cash equivalents | 65 | |
| Current and non-current borrowings | 209 | |
| Trade payables | 188 | |
| Other liabilities | 88 | |
| Net assets sold | - | 510 |
| Non-controlling interests | 0 | |
| EAC's share of equity | - | 510 |
| Recycling of cumulative exchange diff erences | -36 | |
| Gain on divestment recognised in income statement | 503 | |
| Cash consideration received | 977 | |
| Cash and cash equivalents, disposed of | -65 | |
| Cash infl ow, net | - | 912 |
No entities have been divested during 2011.
32. ACQUISITION OF ENTITIES
| DKK million | 2011 | |||
|---|---|---|---|---|
| Primary | Acquisition | Holding | ||
| Name of business | activity | date | acquired | Cost |
| La Montserratina | Processed meat products | 16.03.2011 | 100% | 67 |
Plumrose completed the acquisition of La Montserratina, a leading producer in Venezuela of processed, cured meats and fresh sausages on 16 March 2011 by acquiring 100 per cent of the shares. The total cash purchase price amounts to USD 12.5m (DKK 67m). The transaction is fi nanced through a combination of equity and debt.
La Montserratina is a successful business with a well-known premium brand and an excellent product quality image based on typical Spanish artisan processed meat products. Today, the bulk of the product portfolio is focused within fresh sausages, BBQ and cured products, which is complementary to Plumrose's portfolio.
La Montserratina's production facilities are modern and have considerable excess capacity. The acquisition represents an opportunity for Plumrose to expand its range of branded products and enter into new and attractive product segments while leveraging Plumrose's excellence in business processes and administration as well as the signifi cant marketing, sales and distribution force.
| Fair value | |
|---|---|
| at acquisition date | |
| Intangible assets | 10 |
| Property, plant and equipment | 83 |
| Inventories | 7 |
| Receivables | 17 |
| Cash and cash equivalents | 4 |
| Provisions | -12 |
| Deferred tax | -16 |
| Borrowings | -5 |
| Trade payables and other liabilities etc. | -21 |
| Net assets | 67 |
| Non-controlling interests | 0 |
| Equity, EAC's share | 67 |
| Goodwill | 0 |
| Purchase price | 67 |
| Cash and cash equivalents, acquired | -4 |
| Cash outfl ow, net | 63 |
The acquisition of La Montserratina is in itself a relatively small transaction for EAC, but it constitutes an important step for the business in Venezuela that will assist in expanding capacity in addition to the existing plant. This adds important new production capacity and poses ample opportunity for growth and expansion by leveraging competencies and exploiting synergies.
Acquisition costs paid during 2011 by Plumrose to investment bankers, legal advisors, etc., amounted to DKK 4m, which have been recognised in EAC Group's income statement as other operating expenses.
Based on the purchase price allocation, the fair value of La Montserratinas' identifi ed assets, liabilities and contingent liabilities at the acquisition date are outlined in the table above.
In connection with the acquisition, the EAC Group has recognised intangible assets relating to the La Montserratina trademark at fair value. Since the Montserratina trademark has been in use for more than 50 years, it is assumed to have an indefi nite useful life. The trademark will accordingly not be subject to amortisation, but tested annually for impairment. The trademark has been valued based on a royalty rate of 4% using the relief-from-royalty method.
The fair value of property, plant and equipment has been determined using appraisals made by an independent assessor using the depreciated replacement cost approach.
The fair value of acquired inventory has been based on expected sales prices less cost to sell. The fair value of acquired raw materials has been estimated at replacement cost.
Trade receivables recognised at fair value amounts to DKK 16m. Trade receivables are expected to be fully collected and consequently gross contractual receivables are equal to fair value.
Provisions in the amount of DKK 12m have been recognised primarily relating to tax and labour issues.
In the purchase price allocation, no contingent liabilities have been identifi ed. No goodwill has been recognised on the acquisition.
If the acquisition had occurred on 1 January 2011, Group revenue for 2011 would have increased by approximately DKK 30m and EBITDA by around DKK 0m.
| DKK million | 2011 | ||||
|---|---|---|---|---|---|
| Name of business | Primary activity |
Acquisition date |
Holding acquired |
Provisional cost |
|
| Interdean International Relocation Group | Moving & Relocation Services | 01.08.2011 | 100% | 482 |
On 1 August 2011, the Santa Fe Group completed the acquisition of Europe's leading moving and relocation services company, Interdean International Relocation Group. The Santa Fe Group has taken over 100 per cent of Interdean's share capital at a total cash price of EUR 65m corresponding to DKK 482m on a cash and debt free basis excluding certain working capital adjustments, etc., and a contingent consideration of EUR 0-5m (DKK 0-37m) depending on Interdean's earnings in 2011, currently not expected to give rise to any additional payments. The cost of the acquisition is at this point in time provisionally determined. The acquisition will be fi nanced through a combination of equity and debt.
Headquartered in the UK, Interdean was established in 1959. Interdean operates from 48 relocation service centres and employs 1,200 service staff in 35 countries across Europe (including Russia) and Central Asia.
In 2010, Interdean reported revenue of EUR 145m (DKK 1,081m) and an EBITDA of around EUR 7.0m (DKK 52m).
Joining forces with Interdean provides the Santa Fe Group with an important entry to both Europe and Central Asia where the company will have a marketleading position complementary to its solid footprint in Asia, Australia and the Middle East.
In addition to strengthened revenue and signifi cantly expanded geographical footprint, the acquisition of Interdean off ers Santa Fe Group several valuable competitive advantages: A very large proportion of Interdean's business volume is generated from direct accounts among corporate headquarters across Europe requesting one-stop solutions irrespective of whether the service is needed in Europe, Asia, Australia or the Middle East regions - or between these regions. This acquisition means that Santa Fe Group will be able to off er fully controlled service deliveries for its customers in an expanded geographical scope – an improvement which will also benefi t the business' existing customers and partners. Moreover, the enhanced business platform signifi cantly strengthens its competitive position to obtain new multinational customers - an advantage which is already apparent within the recently combined Santa Fe/ WridgWays organisation. In addition, signifi cant growth synergies can be achieved by leveraging Santa Fe Group's sophisticated service solutions and concepts across Interdean's 48 offi ces.
| Fair value at acquisition date (provisional) |
|
|---|---|
| Intangible assets | 249 |
| Property, plant and equipment | 45 |
| Financial assets, non-current | 1 |
| Inventories | 7 |
| Receivables | 438 |
| Provisions and defi ned benefi t obligations | -14 |
| Deferred tax, net | -67 |
| Borrowings | -21 |
| Bank overdra s | -12 |
| Trade payables and other liabilities etc. | -436 |
| Net assets | 190 |
| Non-controlling interests | - |
| Equity, EAC's share | 190 |
| Goodwill | 292 |
| Purchase price | 482 |
| Deferred payment | -16 |
| Cash and cash equivalents, acquired | 0 |
| Cash outfl ow, net | 466 |
Overall, the acquisition off ers a unique strategic platform for continued growth and value creation with further attractive expansion opportunities in the Middle East and in those parts of Europe and Asia-Pacifi c where the company is not currently present.
Acquisition costs paid by the EAC Group to investment bankers, legal advisors, etc., amounted to DKK 20m, which have been recognised in the income statement as other operating expenses.
Based on a provisional purchase allocation, the fair value of Interdean identifi ed assets, liabilities and contingent liabilities at the acquisition date are outlined in the table above.
In connection with the acquisition, the EAC Group has recognised intangible assets, including customer relationships and trademark, at fair value:
- Customer relationships have been valued based on the historical retention period using the Multi-period Excess Earnings method (MEEM) and a discounted rate of 14.6% before tax. Customer relationships will be amortised over 12 years on a straight line basis.
- The Interdean trademark has been valued based on a royalty rate of 2% using the relief-from-royalty method and a discount rate of 14.6% before tax. Since the Interdean trademark has been in use for many years, it is assumed to have an indefi nite useful life. The trademark will accordingly not be subject to amortisation but tested annually for impairment.
The fair value of certain asset groups within property, plant and equipment have been determined using the market value for second hand assets in a similar condition. The fair value of other property, plant and equipment is based on the depreciated replacement cost approach.
Receivables recognised at their provisional fair value of DKK 438m relate to gross contractual receivables in the amount of DKK 447m net of DKK 9m which is not expected to be collected.
In the provisional purchase price allocation, no contingent liabilities or operating leases at off -market terms have been identifi ed.
Goodwill recognised on the acquistion, DKK 292m, represents revenue synergies derived from improved geographical coverage by creating a single source solution in Europe through Asia to Australia for clients and partners seeking mobility solutions on a regional basis. Further goodwill represents intellectual capital presented by the acquired staff and exchange of best practices within the Group combined with cost effi ciencies due to the strength of combined forces. The goodwill is not expected to be deductible for tax purposes.
The allocation of goodwill to cash generating units within the Interdean Group has not yet been completed.
Due to the timing of the transaction, the purchase price allocation described above is provisional, primarily within the areas property, plant and equipment, receivables and deferred taxes.
If the acquisition had occurred on 1 January 2011, Group revenue for 2011 would have increased by approximately DKK 0.6bn and EBITDA by around DKK 35m.
| DKK million | 2010 | |||
|---|---|---|---|---|
| Name of business | Primary activity |
Acquisition date |
Holding acquired |
Cost |
| Wridgways Australia Limited | Moving & Relocation Services | 16.12.2010 | 100% | 440 |
Santa Fe Group (Santa Fe Moving & Relocation Services Australia Pty. Ltd.) completed the acquisition of Wridgways Australia Limited ("Wridgways"), which was listed on the Australian Securities Exchange, on 16 December 2010 by acquiring 100 per cent of the voting rights of the company via a "Scheme of arrangement" as provided for under Australian law (off er announced 20 September 2010). Santa Fe acquired all 32,000,000 outstanding Wridgways shares at AUD 2.80 per share. Prior to completion, Wridgways paid an interim dividend of AUD 0.39 per share, and the purchase price was reduced correspondingly. This equals a total cash purchase price of AUD 77.1m (DKK 440m). The transaction is fi nanced through a combination of equity and debt.
Following completion of the transaction Wridgways was delisted from the Australian stock exchange, Australian Securities Exchange.
Due to the late timing in the year, the recognition of Wridgways in December 2010 has had no material impact on the EAC Group's profi t from continuing operations for 2010.
Wridgways traces its history back to 1892 as an Australian moving and relocation company. Wridgways has built a strong reputation for setting international benchmarks in household and commercial relocations and manages removals throughout Australia for a large number of domestic, corporate and government organisations, off ering comprehensive solutions within packaging, storage and removal. Headquartered in Melbourne, Wridgways has a strong presence throughout Australia with 30 offi ces and 411 employees.
| Provisional | Fair value at | ||
|---|---|---|---|
| recognition 2010 | Change in 2011 | acquisition date | |
| Intangible assets | 207 | 7 | 214 |
| Property, plant and equipment | 46 | 46 | |
| Inventories | 4 | 4 | |
| Receivables | 120 | 120 | |
| Cash and cash equivalents | 14 | 14 | |
| Provisions | -10 | -10 | |
| Deferred tax | -39 | 37 | -2 |
| Borrowings | -71 | -71 | |
| Trade payables and other liabilities etc. | -152 | -3 | -155 |
| Net assets | 119 | 41 | 160 |
| Non-controlling interests | 0 | 0 | |
| Equity, EAC's share | 119 | 41 | 160 |
| Goodwill | 321 | -41 | 280 |
| Purchase price | 440 | 440 | |
| Cash and cash equivalents, acquired | -14 | -14 | |
| Cash outfl ow, net | 426 | 426 |
EAC pursues an ambitious growth strategy for its businesses based on organic growth as well as acquisitions. There are signifi cant scale benefi ts to be derived by combining the businesses of Wridgways and Santa Fe. Australian companies invest increasing resources in Asia, including the frequent transfer of executives between Australia and Asian countries. Furthermore, Asian-based companies and individuals similarly pursue opportunities in Australia.
The acquisition of Wridgways is an important step in consolidating Santa Fe as a market leader in the Asia-Pacifi c region. It doubles Santa Fe's revenue and establishes a unique market position for the combined businesses in the fast growing economies of Asia-Pacifi c and the Middle-East with operations in 15 countries through 71 offi ces and with over 2,100 employees.
Acquisition costs paid during 2010 by the EAC Group to investment bankers, legal advisors, etc., amounts to DKK 12m, which have been recognised in the EAC Group's income statement as other operating expenses.
Based on the purchase price allocation, the fair value of Wridgways' identifi ed assets, liabilities and contingent liabilities at the acquisition date are outlined in the table above.
In connection with the acquisition, the EAC Group has recognised intangible assets, including customer relationships and trademark, at fair value:
- Customer relationships have been valued based on the historical retention period using the the Multi-period Excess Earnings method (MEEM) and a discount rate of 16.6% before tax. Customer relationships will be amortised over 15 years on a straight line basis.
- The Wridgways trademark has been valued based on a royalty rate of 3% using the relief-from-royalty method and a discount rate of 16.6% before tax. Since the Wridgways trademark has been in use for more than 100 years, it is assumed to have an indefi nite useful life. The trademark will accordingly not be subject to amortisation but tested annually for impairment.
The fair value of property, plant and equipment has been determined using the depreciated replacement cost approach.
Trade receivables recognised at the fair value of DKK 109m relates to gross contractual receivables in the amount of DKK 110m net of DKK 1m not expected to be collected.
In the purchase price allocation, no contingent liabilities or operating leases at off -market terms have been identifi ed.
Goodwill recognised on the acquisition, DKK 279m, represents revenue synergies derived from improved geographical coverage by creating a single source solution in Asia-Pacifi c for clients and partners seeking mobility solutions on a regional basis. Further goodwill represents intellectual capital presented by the acquired staff and exchange of best practices within the Group, cost synergies from Wridgway's being delisted as well as cost effi ciencies due to the strength of combined forces. The goodwill is not deductible for tax purposes.
The reduction of goodwill by DKK 41m compared to the provisional purchase price allocation disclosed in the Annual Report 2010 is primarily related to a decrease of deferred tax liabilities following more detailed analysis of the Australian tax position. Comparatives have been restated accordingly.
If the acquisition had occurred on 1 January 2010, Group revenue would have increased by approximately DKK 620m and net profi t by DKK 19m.
33. PROFIT FROM DISCONTINUED OPERATIONS
| DKK million | 2011 | 2010 |
|---|---|---|
| Discontinued operations | ||
| Key fi gures for discontinued operations: | ||
| Revenue | 950 | |
| Cost of sales | 775 | |
| Gross profi t | - | 175 |
| Operating profi t | - | 70 |
| Net fi nancials | -9 | |
| Share of profi t in associates | 4 | |
| Profi t before income tax expense | 65 | |
| Income tax expense | 21 | |
| Net profi t from discontinuing operations | - | 44 |
| Gain on the divestment of EAC Industrial Ingredients | 503 | |
| Tax on divestment | 0 | |
| Profi t from discontinued operations | - | 547 |
| Net cash from operating activities | -38 | |
| Net cash from investing activities | -39 | |
| Net cash from fi nancing activities | 83 | |
| Changes in cash | - | 6 |
The EAC Group did not have any discontinued operations during 2011.
EAC Industrial Ingredients
Divestment of business segment
As announced on 5 July 2010 (announcement no. 8/2010), EAC entered into an agreement with the German Brenntag Group (Brenntag Holding B.V.) to divest EAC Industrial Ingredients for a total consideration of DKK 1.2bn on a cash and debt free basis ("Enterprise Value") corresponding to DKK 0.9bn in equity value. The transaction did not include EAC's portfolio investments in the three associated companies Akzo Nobel Paints (Thailand) Ltd., Asiatic Acrylics Company Ltd. and Thai Poly Acrylics Public Company Ltd. The divestment was executed on 13 July 2010. The business EAC Industrial Ingredients is presented as discontinued operations (excluding the retained associated companies) and comparatives fi gures in the income statement have been adjusted accordingly. The gain on the divestment, including the net profi t until the divestment of the business, amounted to DKK 547m (including recycling of accumulated foreign exchange gains DKK 36m previously recognised in the equity).
Acquisition of entities
2010
On 26 January 2010, prior to the divestment to Brenntag Group, EAC Industrial Ingredients acquired 100 per cent of the shares in the company Seawards (M) Sdn. Bhd. located in Malaysia and integrated its 20 employees and product portfolio. Seawards is a chemical distributor of specialty ingredients for the personal care, food and beverage and the latex-glove industries. The transaction was completed in January 2010. Annual revenue amounts to approx. DKK 60-70m. Total consideration amounted to DKK 35m of which DKK 15m was deferred payments (net present value). Net assets amounted to DKK 4m (inventories, DKK 3m, receivables DKK 19m, borrowings DKK 12m and trade payables, DKK 6m) and goodwill and intangible assets amounted to DKK 31m. Factors contributing to the recognition of goodwill and intangible assets include supplier contracts, customer lists and noncompete agreements.
34. CONTINGENT LIABILITIES
| DKK million | 2011 | 2010 |
|---|---|---|
| Carrying amount of pledged assets | 9 | 3 |
| Other guarantees | 134 | 53 |
Legal proceedings pending
Certain claims have been raised against the EAC Group. In the opinion of management, the outcome of these proceedings will not have any material eff ect on the fi nancial position of the EAC Group.
Material Contracts and Change of Control
In case of a takeover of EAC (change of control) certain contracts may become terminable at short notice. A review of contracts within the EAC Group shows the following:
Plumrose
A trademark license agreement contains provisions according to which licensor under certain conditions may terminate the license agreement in case of a change in control of the company. The impact on revenue in case of termination amounts to DKK 612m (DKK 489m).
Santa Fe
The subsidiaries have entered into a number of framework agreements with international companies for the provision of moving and relocation services. However, the subsidiaries do not have any exclusive rights in this respect and on this background the consequences of change of control do not seem material.
35. LEASE OBLIGATION
| DKK million | 2011 | 2010 |
|---|---|---|
| Lease obligations relate mainly to leases of production equipment, offi ces, vehicles, offi ce equipment etc. | ||
| The operating lease cost expensed in the income statement during 2011 and 2010 were DKK 111m and DKK 38m respectively (continued operations). |
||
| Total commitments fall due as follows: | ||
| Within one year | 118 | 74 |
| Between one and fi ve years | 296 | 157 |
| A er fi ve years | 65 | 56 |
| Total | 479 | 287 |
Total commitments represent the total minimum payments at the balance sheet date.
36. RELATED PARTIES AND OWNERSHIP
The EAC Group has no related parties with controlling interest.
Related parties in the EAC Group comprise affi liated companies and associates, as listed on pages 96-97, members of the Supervisory Board, Executive Board and other senior executives. Remuneration to the Supervisory Board and the Executive Board is disclosed in note 12 and note 13. Shares held by the Supervisory Board and the Executive Board are disclosed on page 40.
37. RELATED PARTY TRANSACTIONS
The EAC Group had no transactions with associates during 2011. During 2010 the EAC Group had transactions with associates of DKK 3m which were all performed on an arm's length basis. The EAC Group have received dividends from associated companies of DKK 2m (DKK 13m). Furthermore the EAC Group had no intercompany balances outstanding with associated companies by the end of 2011. Intercompany transactions are eliminated in the consolidated fi nancial statements. No further transactions with related parties have taken place during the year. Please refer to note 12 and 13 regarding remuneration of Management and to page 40 for Management's posession of EAC shares.
38. ACCOUNTING IMPACT OF VENEZUELA'S STATUS AS A HYPERINFLATIONARY ECONOMY
DKK million
As described in the accounting policies for the consolidated fi nancial statements, the assessment as to when an economy is hyperinfl ationary is based on qualitative as well as quantitative factors.
Due to recent years' rising infl ation in Venezuela, the country was considered a hyperinfl ationary economy for accounting purposes eff ective from 30 November 2009. This was based on the fact that the cumulative infl ation for the three years ending 30 November 2009 exceeds 100 per cent and that the other qualitative characteristics of a hyperinfl ationary economy all was met.
Based on this assessment, the EAC Group has retrospectively from 1 January 2009 onwards applied IAS 29 "Financial Reporting in Hyperinfl ationary Economies" for the activities of Plumrose as if the economy has always been hyperinfl ationary.
IAS 29 requires the fi nancial reporting of Plumrose to be restated to refl ect the current purchasing power at the end of the reporting period, and as a result all non-monetary assets, such as property, plant and equipment and inventories, should be restated to the current purchasing power as of 31 December using a general price index from the date when they were fi rst recognised in the accounts (or 1 January 2004 when IFRS was fi rst applied as basis of preparation of the consolidated fi nancial statements). Monetary assets and liabilities are by their nature stated at their current purchasing power and accordingly a gain/loss on the monetary net position from 1 January to 31 December is recognised as fi nancial income or expense for the year representing the gain/loss obtained from maintaining a monetary liability or asset position respectively during an infl ationary period. For the income statement, all items are restated for changes in the general price index from the date of the transaction to the reporting date of 31 December except for items related to non-monetary assets such as depreciation and amortization and consumption of inventories, etc. Deferred tax is adjusted accordingly.
IAS 29 and IAS 21 require the end-of-period reporting exchange rate to be applied when translating both the income statement and the balance sheet from the hyperinfl ationary currency, VEF, into the presentation currency of the EAC Group, DKK.
At 31 December 2011, the applicable rate for translation purposes was the offi cial exchange rate of VEF/USD 4.30 (VEF/USD 4,30) as the Group expects to receive future royalties as well as dividends at this exchange rate. The alternative parallel exchange rate in May 2010 (prior to suspension of the parallel exchange market) was in the region of VEF/USD 7.50. The implied VEF/USD exchange rate trough issuance of bonds by the Venezuelan republic and PDVSA during 2011 was approximately VEF/USD 6.12 (based on bond purchases/sales by Plumrose in February 2011).
Since the EAC Group's presentation currency, DKK, is non-infl ationary, comparatives are not adjusted for the eff ects of infl ation in the current period. The net impact from infl ation adjustment of EAC Foods' net asset is taken directly to the equity (as part of other comprehensive income for the year).
The infl ation adjustment for 2011 is based on available data for changes in the Consumer Price Index (CPI) for the Metropolitan Area of Caracas until December 2007 and the National Consumber Price Index (NCPI) as from January 2008 published by the Central Bank of Venezuela (BCV). Based on these indices, the infl ation for 2011 is 27.6 per cent (27.2 per cent) and the hyperinfl ation closing index at 31 December 2011 was 266 (208).
The hyperinfl ation adjustment during 2011 is not off set by a corresponding devaluation of the VEF exchange rate as this, since the devaluation on 8 January 2010, has been fi xed against the USD at the offi cial rate of VEF/USD 4.30. Accordingly, the hyperinfl ation adjustment under IAS 29 has correspondingly increased the consolidated accounting fi gures reported in DKK including revenue, non-current assets and equity.
The impact from applying IAS 29 on the consolidated fi nancial statements for 2011 is summarised in a separate column in note 4, to which reference is made.
The most material infl ation accounting adjustments between the historical accounting policies of Plumrose (now applied for internal management reporting) as well as recognition and measurement a er IAS 29 can be explained as follows:
- Revenue increases as it is restated for changes in the general price index from the date of the transaction until 31 December.
- Gross profi t decreases due to higher costs of goods sold and fi xed costs following restatement for changes in the general price index from the date of the transaction until 31 December.
- Operating profi t decreases due to higher depreciation charges following the restatement of property, plant and equipment for changes in the general price index from the date of the transaction until 31 December.
- Profi t before income tax is impacted, in addition to as set out above, by the recognition of a gain on the net monetary position which is due to the purchasing power impact resulting from Plumrose having monetary liabilities in excess of monetary assets as of 31 December.
- Net profi t is further impacted by changes to deferred tax following the change in the accounting values of the non-monetary assets (hyperinfl ated).
- Total equity increases primarily due to the restatement of the fi xed assets to a higher infl ation adjusted level.
- Total assets and equity increase primarily due to restatement of non-current assets to a higher infl ation-adjusted level.
For 2011, the gain on the net monetary position amounts to DKK 195m (DKK 60m) which has been recognised as fi nancial income.
39. DEVALUATION OF THE BOLIVAR IN 2010
Devaluation in January 2010
On 8 January 2010, the Venezuelan government announced a devaluation of the offi cial exchange rate of the Bolivar (VEF) to the USD, which had been pegged at VEF/USD 2.15 since March 2005, to a new split rate of VEF/USD 2.60 for the importation of food, pharmaceuticals and other essential goods and VEF/USD 4.30 for all other items. The existence of a third fl oating rate - known as the parallel rate - was offi cially acknowledged and will managed through central bank intervention to avoid excessive speculation with this initiative. The government aimed to stabilise the parallel rate at a rate close to VEF/USD 4.30.
As all future royalties and dividends will be received at VEF/USD 4.30, this exchange rate has consequently been applied as of 1 January 2010 for translation of the fi nancial statements of Plumrose into the reporting currency of the EAC Group, DKK.
Suspension of the parallel exchange market and introduction of the SITME allocation system.
On 14 May 2010, the Venezuelan government announced that it would take over management of the VEF/USD parallel market. As a consequence, purchase of USD could henceforth only be made from CADIVI and via the Central Bank of Venezuela through the SITME allocation system at a rate of VEF/USD 5.30 and subject to a number of restrictions.
Simplifi cation of the Venezuelan exchange rate system in December
On 30 December 2010, the Venezuelan government announced the elimination of the preferential VEF/USD 2.60 exchange rate used for importation of certain product categories including Plumrose' imports. The elimination will primarily impact future import transactions into Venezuela, and now will take place at VEF/USD 4.30.
40. SUBSEQUENT EVENTS
No material events have taken place a er 31 December 2011, that may have a signifi cant infl uence on the assessment of the consolidated fi nancial statements.
Parent Company Financial Statements
CONTENTS
| Income statement and statement of comprehensive income | 84 | |
|---|---|---|
| Balance Sheet | 85 | |
| Statement of Changes in Equity | 86 | |
| Cash Flow Statement | 87 | |
| Notes | ||
| 1 Accounting policies of the Parent Company | 88 | |
| 2 Signifi cant accounting estimates and judgements | 88 | |
| 3 New accounting regulation | 88 | |
| 4 Other operating income/expenses | 89 | |
| 5 Financial income | 89 | |
| 6 Financial expenses | 89 | |
| 7 Income tax expense | 89 | |
| 8 Audit fees | 90 | |
| 9 Number of employees | 90 | |
| 10 Salaries, wages and fees, etc | 90 | |
| 11 Incentive schemes | 90 | |
| 12 Investment in subsidiaries | 91 | |
| 13 Intangible assets | 91 | |
| 14 Property, plant and equipment | 92 | |
| 15 Financial instruments by category | 93 | |
| 16 Share capital | 93 | |
| 17 Credit risk, currency risk and interest rate risk | 93 | |
| 18 Other non-cash items | 94 | |
| 19 Changes in working capital | 94 | |
| 20 Profi t from sale of subsidiaries | 94 | |
| 21 Contingent liabilities | 95 | |
| 22 Related party transactions | 95 | |
| 23 Subsequent events | 95 |
| DKK million | Note | 2011 | 2010 |
|---|---|---|---|
| INCOME STATEMENT | |||
| Royalty income from subsidiaries | 141 | 116 | |
| Administrative expenses | 43 | 40 | |
| Other operating income | 4 | 1 | 0 |
| Other operating expenses | 4 | 19 | 12 |
| Operating profi t | 80 | 64 | |
| Gain on disposal of subsidiaries | 12 | 601 | |
| Dividend income from subsidiaries | 418 | 11 | |
| Financing income | 5 | 5 | 16 |
| Financing expenses | 6 | 146 | 55 |
| Profi t before income tax | 357 | 637 | |
| Income tax expense | 7 | 25 | 31 |
| Net profi t for the year | 332 | 606 | |
| Proposed distribution of profi t | |||
| Proposed dividend for the year | 62 | 69 | |
| Interim dividend | 274 | ||
| Retained earnings | 270 | 263 | |
| Total | 332 | 606 | |
| STATEMENT OF COMPREHENSIVE INCOME | |||
| Net profi t for the year | 332 | 606 | |
| Other comprehensive income net of tax | 0 | 0 | |
| Total comprehensive income for the year | 332 | 606 |
ASSETS
| DKK million | Note | 31.12.2011 | 31.12.2010 |
|---|---|---|---|
| Non-current assets | |||
| Intangible assets | 13 | 10 | 0 |
| Property, plant & equipment | 14 | 1 | 1 |
| Investment in subsidiaries | 12 | 1,485 | 1,725 |
| Receivables from subsidiaries | 15 | 12 | 8 |
| Total non-current assets | 1,508 | 1,734 | |
| Current assets | |||
| Receivables from subsidiaries | 15 | 770 | 158 |
| Other receivables | 15 | 12 | 19 |
| Cash and cash equivalents | 15 | 6 | 442 |
| Total current assets | 788 | 619 | |
| Total assets | 2,296 | 2,353 |
EQUITY AND LIABILITIES
| DKK million | Note | 31.12.2011 | 31.12.2010 |
|---|---|---|---|
| Equity | |||
| Share capital | 16 | 864 | 960 |
| Retained earnings | 1,229 | 1,006 | |
| Treasury shares | -24 | -76 | |
| Proposed dividend | 62 | 69 | |
| Total equity | 2,131 | 1,959 | |
| Liabilities | |||
| Non-current liabilities | |||
| Deferred tax | 7 | 38 | 28 |
| Other liabilities | 15 | 2 | 2 |
| Total non-current liabilities | 40 | 30 | |
| Current liabilities | |||
| Bank overdra | 56 | ||
| Payables to subsidiaries | 15 | 57 | 328 |
| Current tax payables | 20 | ||
| Other liabilities | 15 | 12 | 16 |
| Total current liabilities | 125 | 364 | |
| Total liabilities | 165 | 394 | |
| Total equity and liabilities | 2,296 | 2,353 |
| DKK million | Share capital | Retained earnings |
Treasury shares |
Proposed dividend for the year |
Total equity |
|---|---|---|---|---|---|
| Equity at 1 January 2011 | 960 | 1,006 | -76 | 69 | 1,959 |
| Comprehensive income for 2011 | |||||
| Net profi t for the year | 270 | 62 | 332 | ||
| Total comprehensive income for the year | 270 | 62 | 332 | ||
| Transactions with the shareholders | |||||
| Dividends paid to shareholders | -62 | -62 | |||
| Dividends, treasury shares | 7 | -7 | |||
| Reduction in share capital by cancellation of treasury shares | -96 | 96 | |||
| Purchase of treasury shares | -58 | -44 | -102 | ||
| Share based payments | 4 | 4 | |||
| Total transactions with the shareholders | -96 | -47 | 52 | -69 | -160 |
| Equity at 31 December 2011 | 864 | 1,229 | -24 | 62 | 2,131 |
At the end of the year proposed dividends of DKK 62m are included in retained earnings (DKK 5 per share). Paid dividend during the year amounts to DKK 5 per share. No dividend is declared on treasury shares.
| Equity at 1 January 2010 | 960 | 790 | -23 | 69 | 1,796 |
|---|---|---|---|---|---|
| Comprehensive income for 2010 | |||||
| Net profi t for the year | 263 | 343 | 606 | ||
| Total comprehensive income for the year | 263 | 343 | 606 | ||
| Transactions with the shareholders | |||||
| Dividends paid to shareholders | -67 | -67 | |||
| Dividends, treasury shares | 2 | -2 | |||
| Interim dividend | -267 | -267 | |||
| Interim dividend, treasury shares | 7 | -7 | |||
| Purchase of treasury shares | -66 | -53 | -119 | ||
| Share based payments | 10 | 10 | |||
| Total transactions with the shareholders | 0 | -47 | -53 | -343 | -443 |
| Equity at 31 December 2010 | 960 | 1,006 | -76 | 69 | 1,959 |
At the end of the year proposed dividends of DKK 69m are included in retained earnings (DKK 5 per share). Total paid dividend during the year amounts to DKK 25 per share. No dividend is declared on treasury shares.
Further information about the share capital is disclosed in note 20 in the consolidated fi nancial statements.
The Parent Company's policy for managing capital is disclosed in note 17. The Group policy for managing capital is disclosed in note 28 in the consolidated fi nancial statements.
| DKK million Note |
31.12.2011 | 31.12.2010 | |
|---|---|---|---|
| Cash fl ows from operating activities | |||
| Operating profi t | 80 | 64 | |
| Adjustment for: | |||
| Depreciation | 0 | 0 | |
| Other non-cash items | 18 | 3 | 1 |
| Change in working capital | 19 | -596 | 142 |
| Interest received | 2 | 6 | |
| Interest paid | -1 | ||
| Tax paid | -36 | -12 | |
| Net cash fl ow from operating activities | -548 | 201 | |
| Cash fl ows from investing activities | |||
| Changes in non-current receivables from subsidiaries | -4 | -5 | |
| Dividends received from subsidiaries | 234 | 11 | |
| Investments in intangible assets and property, plant and equipment | -10 | 0 | |
| Proceeds from sale of non-current assets | 1 | ||
| Investment in subsidiaries | 0 | -362 | |
| Proceeds from sale of subsidiaries | 20 | 908 | |
| Net cash fl ow from investing activities | 220 | 553 | |
| Net cash fl ow from operating and investing activities | -328 | 754 | |
| Cash fl ows from fi nancing activities | |||
| Bank overdra | 56 | ||
| Purchase of own shares | -102 | -119 | |
| Dividends paid out | -62 | -334 | |
| Net cash fl ow from fi nancing activities | -108 | -453 | |
| Changes in cash and cash equivalents | -436 | 301 | |
| Cash and cash equivalents at beginning of year | 442 | 141 | |
| Cash and cash equivalents at end of period | 6 | 442 | |
| Bank balances | 6 | 442 | |
| Cash and cash equivalents at end of period | 6 | 442 |
1. ACCOUNTING POLICIES OF THE PARENT COMPANY
Basis of preparation
The separate fi nancial statements of the Parent Company have been included in the Annual Report as required by the Danish Financial Statements Act.
The separate fi nancial statements of the Parent Company for 2011 are presented in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU and Danish disclosure requirements for listed companies.
In addition, the annual report has been prepared in compliance with IFRS as issued by the IASB.
Financial statements of Parent Company
The accounting policies of the Parent Company are consistent with those applied in the consolidated fi nancial statements (refer to note 1 in the consolidated fi nancial statements) with the following exceptions:
Foreign currency translation adjustments of balances with subsidiaries and associates, which are neither planned nor likely to be settled in the foreseeable future, and which are therefore considered to form part of the net investment in the subsidiary, are recognised in the Parent Company's fi nancial statements in the income statement as fi nancial items.
Dividends from subsidiaries and associates are recognised in the Parent Company's income statement when the right to receive payment has been established (at the date of declaration or upon payment when special exchange rate restrictions apply). If the dividend exceeds the comprehensive income of the subsidiary or associate during the period, an impairment test is carried out.
Investments in subsidiaries and associates are measured at cost in the Parent Company's fi nancial statements. If an indication of impairment is identifi ed, an impairment test is carried out as described in the accounting policies of the consolidated fi nancial statements. If the carrying amount exceeds the recoverable amount, a corresponding impairment loss is recognised. Impairment losses are recognised in the Parent Company's income statement as fi nancial items.
If the Parent Company has a legal or constructive obligation to cover a negative net asset value of a subsidiary or associate, this obligation is recognised by means of a provision.
For share-based payments to employees of subsidiaries, the value of services received in exchange for granted options is recognised over the vesting period as part of the cost of investments in subsidiaries.
2. SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGMENTS
In connection with the preparation of the parent company fi nancial statements, management has made accounting estimates and judgements that aff ect the assets and liabilities reported at the balance sheet date as well as the income and expenses reported for the fi nancial period. Management continuously reassesses these estimates and judgements based on a number of other factors in the given circumstances.
Management assesses that, in respect of the fi nancial reporting for the Parent Company, no accounting estimates or judgements are made when applying the Parent Company's accounting policies which are signifi cant to the fi nancial reporting apart from those disclosed in note 3 to the consolidated fi nancial statements regarding impairment tests.
3. NEW ACCOUNTING REGULATION
Reference is made to note 3 of the consolidated fi nancial statements.
None of the described new accounting standards (IAS and IFRS) and interpretations (IFRIC) are expected to have a signifi cant effect on the Parent Company's fi nancial statements.
4. OTHER OPERATING INCOME/EXPENSES
| DKK million | 2011 | 2010 |
|---|---|---|
| Rental income, management fees and other operating income | 1 | |
| Consultancy fee and other operating expenses | 19 | 12 |
| Net | 18 | 12 |
5. FINANCIAL INCOME
| DKK million | 2011 | 2010 |
|---|---|---|
| Foreign exchange gains | 1 | 9 |
| Interest income on receivables from subsidiaries | 2 | 1 |
| Interest income, cash and cash equivalents | 2 | 6 |
| Total | 5 | 16 |
6. FINANCIAL EXPENSES
| DKK million | 2011 | 2010 |
|---|---|---|
| Devaluation loss on receivables from subsidiaries in Venezuela | 50 | |
| Impairment of receivables from subsidiaries | 3 | |
| Impairment of investments in subsidiaries | 143 | |
| Interest expense on liabilities to subsidiaries | 2 | 2 |
| Other interest expenses | 1 | |
| Total | 146 | 55 |
7. INCOME TAX EXPENSE
| DKK million | 2011 | 2010 |
|---|---|---|
| Current tax on profi t for the year | 2 | 19 |
| Change in deferred tax during the year | 9 | 1 |
| Corporate income tax | 11 | 20 |
| Withholding tax on royalties | 14 | 11 |
| Income tax expense | 25 | 31 |
| Profi t before income tax | 357 | 637 |
| Reported eff ective corporate tax rate (%) | 3.1 | 3.1 |
| Corporate tax rate explanation | ||
| Danish corporate tax rate in per cent | 25.0 | 25.0 |
| The tax eff ect from: | ||
| Withholding tax including expected tax credits on royalties | -8,1 | -2.7 |
| Diff erences from non-taxable income / non-deductable expenses | 1.7 | -22.7 |
| Non-taxable dividends | -29.2 | -0.4 |
| Non-deductable impairment of investments in subsidiaries | 10.0 | |
| Tax losses for which no deferred tax asset was recognised | 3.3 | 4.3 |
| Prior year tax adjustment | 0.4 | |
| Other | -0.4 | |
| Eff ective tax rate (%) | 3.1 | 3.1 |
7. INCOME TAX EXPENSE -CONTINUED
| DKK million | 2011 | 2010 |
|---|---|---|
| Deferred tax | ||
| Non-current assets | 6 | 6 |
| Receivables | -44 | -35 |
| Provisions | 1 | |
| Deferred tax assets / liabilities | -38 | -28 |
The Parent Company did not recognise deferred tax assets of DKK 39m (DKK 28m) in respect of tax losses carried forward amounting to DKK 158m (DKK 110m) due to uncertainty with respect to utilisation.
8. AUDIT FEES
| DKK million | 2011 | 2010 |
|---|---|---|
| KPMG Statsautoriseret Revisionspartnerselskab, Denmark | ||
| Statutory audit | 1 | 1 |
| Other assurance services | 0 | 0 |
| Tax/VAT advisory service | 0 | 0 |
| Other non-audit services | 4 | 6 |
9. NUMBER OF EMPLOYEES
| 2011 | 2010 | |
|---|---|---|
| EAC Parent, average | 9 | 9 |
10. SALARIES, WAGES AND FEES, ETC.
| DKK million | 2011 | 2010 |
|---|---|---|
| Salaries and wages to employees | 12 | 10 |
| Equity-settled share based payment transactions, employees | 0 | 1 |
| Salaries to the Executive Board of the Parent Company | 5 | 5 |
| Equity-settled share based payment transactions, Executive Board of the Parent Company | 1 | 1 |
| Board fees to the Supervisory Board of the Parent Company | 2 | 2 |
| Pensions, defi ned contribution schemes | 1 | 1 |
| Total | 21 | 20 |
Employment contracts for members of the Executive Management contain terms and conditions that are common to those of their peers in companies listed on NASDAQ OMX Copenhagen - including terms of notice and non-competition clauses.
11. INCENTIVE SCHEMES
Please refer to note 13 in the consolidated fi nancial statements.
12. INVESTMENT IN SUBSIDIARIES
| DKK million | 2011 | 2010 |
|---|---|---|
| Cost 01.01. | 1,725 | 1,665 |
| Additions | 2 | 369 |
| Disposals | 99 | 309 |
| Cost 31.12. | 1,628 | 1,725 |
| Impairment: | ||
| 01.01. | 0 | 0 |
| Impairment for the year | -143 | 0 |
| 31.12. | -143 | 0 |
| Carrying amount 31.12. | 1,485 | 1,725 |
Impairments in 2011 are related to dormant subsidiaries following distribution of dividends to the parent company in 2011. Fair value less cost to sell has been determined based on remaining net monetary assets in the dormant subsidiaries.
A list of subsidiaries and associates is included on page 96-97.
Disposals in 2011 relates to liquidation of DS Industries ApS. Disposals in 2010 primarily includes the divestment of EAC Industrial Ingredients Ltd. A/S and its subsidiaries. The gain associated with the divestment amounted to DKK 601m.
13. INTANGIBLE ASSETS
| DKK million | Trademarks1 | Total |
|---|---|---|
| 2011 | ||
| Cost: | ||
| 01.01. | 16 | 16 |
| Additions | 10 | 10 |
| 31.12. | 26 | 26 |
| Amortisation: | ||
| 01.01. | 16 | 16 |
| 31.12. | 16 | 16 |
| Carrying amount 31.12. | 10 | 10 |
| 2010 | ||
| Cost: | ||
| 01.01. | 16 | 16 |
| 31.12. | 16 | 16 |
| Amortisation: | ||
| 01.01. | 16 | 16 |
| 31.12. | 16 | 16 |
Carrying amount 31.12. 0 0
1 Trademarks amounting to DKK 10m (DKK 0m) are assumed to have an indefi nite useful life since La Montserratina is a strong wellknown trademark which has been in use for more than 50 years. The trademark will accordingly not be subject to amortisation, but is tested annually for impairment. At 31 December 2011, Management performed impairment testing of the carrying amount of the trademark based on the budgets and business plans approved by the Supervisory Board and Executive Management.
The La Montserratina trademark has been valued based on a royalty rate of 4 per cent using the relief-from-royalty method and a discount rate of 20 per cent a er tax. The revenue portion linked to the trademark is 85 per cent and the tax rate is 34 per cent. The terminal growth is set to 1 per cent. The revenue average growth from 2012-2016 in La Montserratina is between 14 to 22 per cent.
It is Management's assessment that reasonably possible changes to the key assumptions will not result in the carrying amount of the trademark exceeding the recoverable amount.
14. PROPERTY, PLANT AND EQUIPMENT
| DKK million | Other installations |
IT equipment |
Total |
|---|---|---|---|
| 2011 | |||
| Cost: | |||
| 01.01. | 5 | 11 | 16 |
| Additions | 0 | 0 | 0 |
| Disposals | 0 | 11 | 11 |
| 31.12. | 5 | 0 | 5 |
| Depreciation: | |||
| 01.01. | 4 | 11 | 15 |
| Depreciation for the year | 0 | 0 | 0 |
| Disposals | 0 | 11 | 11 |
| 31.12. | 4 | 0 | 4 |
| Carrying amount 31.12. | 1 | 0 | 1 |
| 2010 | |||
| Cost: | |||
| 01.01. | 6 | 11 | 17 |
| Additions | 0 | 0 | 0 |
| Disposals | 1 | 0 | 1 |
| 31.12. | 5 | 11 | 16 |
| Depreciation: | |||
| 01.01. | 4 | 11 | 15 |
| Depreciation for the year | 0 | 0 | 0 |
| Disposals | 0 | 0 | 0 |
| 31.12. | 4 | 11 | 15 |
| Carrying amount 31.12. | 1 | 0 | 1 |
| Finance leases | 0 |
15. FINANCIAL INSTRUMENTS BY CATEGORY
| DKK million | 2011 | 2010 |
|---|---|---|
| Financial assets measured at amortised cost | ||
| Receivables from subsidiaries, current and non-current | 782 | 166 |
| Other receivables, current | 12 | 19 |
| Cash and cash equivalents | 6 | 442 |
| Total | 800 | 627 |
| Financial liabilities measured at amortised cost | ||
| Payables to subsidiaries, current | 57 | 328 |
| Bank overdra , current |
56 | |
| Other liabilities, current and non-current | 14 | 18 |
| Total | 127 | 346 |
16. SHARE CAPITAL
Please refer to note 20 in the consolidated fi nancial statements.
17. CREDIT RISK, CURRENCY RISK AND INTEREST RATE RISK
Policy for managing risk
The Group policy for managing risk etc. is described in note 28 to the consolidated fi nancial statements. The EAC parent's policy is an integral part of this Group policy. There are no changes to the Group's risk exposure and risk management compared to 2010.
EAC Parent maintains a conservative debt-equity ratio providing management with suffi cient fl exibility to act in support of its subsidiaries, if and when so required. EAC will continuously strive to achieve an effi cient debt-equity ratio in the operating businesses, while aming at maintaining a cautious cash position and equity ratio in the Parent Company.
EAC's fi nancial risk management activities follow a policy framework approved by the Supervisory Board. It is the EAC Parent's policy not to engage in any active speculation in fi nancial risks. Therefore, the Parent's fi nancial management is focused on managing or eliminating fi nancial risks relating to operations and funding.
Credit risk
EAC Parent has limited external credit risk related to liquid funds and guaranties. Credit risk related to subsidiaries is managed as part of the Group policy.
The available funds (cash and cash equivalents) of the EAC Parent are placed on demand or time deposits at relatively short terms. The EAC Group is exposed to the risk that fi nancial counterparties may default on their obligations towards EAC. This risk is managed by having maximum exposure limits on each fi nancial counterparty and by requiring a satisfactory credit rating from one of the established rating agencies for each counterparty. The current minimum Moody's rating required is a short-term rating of P-2 and a long-term rating of A3.
Liquidity risk
Liquidity risk means that the EAC Parent is unable to meet its obligations as they fall due because of inability to realise assets or obtain adequate funding. The EAC Parent and Group ensures that a liquidity position is maintained in order to service its fi nancial obligations as they fall due.
During 2011, EAC Parent transferred signifi cant funds to subsidiaries in connection with the acquisition of Interdean International Relocation Group. As external funding is drawn by subsidiaries in 2012, Santa Fe expects to transfer part of these funds back to EAC Parent.
At the end of 2011, EAC Parent had no signifi cant external borrowings, apart from a short-term bank overdra of DKK 50m (DKK 0m). The EAC Parent had liquid funds at the end of 2011 of DKK 6m (DKK 442m).
17. CREDIT RISK, CURRENCY RISK AND INTEREST RATE RISK -CONTINUED
Currency risk
EAC Parent has foreign exchange risk on balance sheet items, primarily in terms of translation of intercompany receivables/payables denominated in a currency other than the functional currency of the EAC Parent. This risk aff ects net fi nancials and is managed at Group level. Bank balances are primarily held in DKK to minimise the currency risk.
Due to the signifi cance of Plumrose's activities in Venezuela, the currency exposure to the Bolivar (VEF) is relatively high, primarily related to royalties and dividends. For information about outstanding dividends and royalties from Plumrose, please refer to note 28 in the consolidated fi nancial statements.
Interest rate risk
EAC Parent is exposed to interest rate fl uctuations in connection with its liquidity portfolio, primarily fl oating interest risk on bank balances.
18. OTHER NONCASH ITEMS
| DKK million | 2011 | 2010 |
|---|---|---|
| Gains/losses on disposal of non-current assets | -1 | |
| Share based payments | 1 | 2 |
| Foreign currency and other adjustments | 2 | |
| Other non-current items | 3 | 1 |
19. CHANGES IN WORKING CAPITAL
| DKK million | 2011 | 2010 |
|---|---|---|
| Changes in current receivables/payables to/from subsidiaries | -599 | 137 |
| Changes in other receivables/liabilities | 3 | 5 |
| Total | -596 | 142 |
20. PROFIT FROM SALE OF SUBSIDIARIES
| DKK million | 2011 | 2010 |
|---|---|---|
| Net proceeds | 908 | |
| Total | 908 |
21. CONTINGENT LIABILITIES
| DKK million | 2011 | 2010 |
|---|---|---|
| Guaranties and similar commitments | 36 | 28 |
Legal proceeding pending
No claims have been realised against the Parent Company.
22. RELATED PARTY TRANSACTIONS
Please refer to note 36 and 37 in the consolidated fi nancial statements.
Royalties and dividends received from subsidiaries are disclosed seperately in the income statement.
Receivables from and payables to subsidiaries are disclosed seperately in the balance sheet. Interest income and expenses as well as impairments of receivables are disclosed in note 5 and 6. Accumulated impairments of receivalbes from subsidiaries amounts to DKK 18m (DKK 18m).
23. SUBSEQUENT EVENTS
No material events have taken place aer 31 December 2011 that may have a signifi cant infl uence on the assessment of the fi nancial statements.
| Share in % | ||||
|---|---|---|---|---|
| Share Capital | Entities per Business | Direct | EAC | |
| PLUMROSE | ||||
| VEF | 4,995,520 | Agropecuaria Fuerzas Integradas, C.A., Estado Guarico, Venezuela | 100.00 | 100.00 |
| VEF | 6,866,224 | I.E.N.C.A. Inversiones C.A., Venezuela | 100.00 | 100.00 |
| VEF | 4,500,000 | Industrial Saxolutions C.A., Venezuela | 100.00 | 100.00 |
| VEF | 5,250,000 | La Montserrantina, C.A., Venezuela | 100.00 | 100.00 |
| VEF | 1,733,610 | Plumrose Caracas C.A., Venezuela | 100.00 | 100.00 |
| VEF | 12,353,359 | Plumrose Latinoamericana C.A., Venezuela | 100.00 | 100.00 |
| VEF | 50,096,037 | Venezolana Empacadora C.A. (VENPACKERS), Venezuela | 100.00 | 100.00 |
| VEF | 17,400,000 | Procer C.A., Venezuela | 51.00 | 51.00 |
| VEF | 10,000,000 | 3PL Frio, C.A., Venezuela | 50.00 | 50.00 ** |
| SANTA FE GROUP | ||||
| EUR | 120,000 | Interdean Auguste Daleiden Sarl, Luxembourg | 100.00 | 100.00 |
| EUR | 90,000 | Interdean B.V., Netherlands | 100.00 | 100.00 |
| BGN | 10,000 | Interdean Bulgaria EOOD, Bulgaria | 100.00 | 100.00 |
| KZT | 900,000 | Interdean Central Asia LLC, Kazakhstan | 100.00 | 100.00 |
| RSD | 403,804 | Interdean D.O.O, Serbia | 100.00 | 100.00 |
| EUR | 35,000 | Interdean Eastern Europe Ges.m.b.H, Austria | 100.00 | 100.00 |
| GBP | 1 | Interdean Holdings Limited, United Kingdom | 100.00 | 100.00 |
| HUF | 30,000,000 | Interdean Hungaria Nemzetközi Költöztetö K ., Hungary |
100.00 | 100.00 |
| EUR | 110,000 | Interdean Int' Movers s.r.l., Italy | 100.00 | 100.00 |
| EUR | 1,000 | Interdean International Ltd., United Kingdom | 100.00 | 100.00 |
| EUR | 113,300 | Interdean International Relocation SA, Portugal | 100.00 | 100.00 |
| UAH | 294,500 | Interdean International Relocation Ukraine LLC, Ukraine | 100.00 | 100.00 |
| EUR | 72,673 | Interdean Internationale Spedition Ges.m.b.H, Austria | 100.00 | 100.00 |
| USD | 100,000 | Interdean Limited, Azerbaijan | 100.00 | 100.00 |
| GBP | 650,000 | Interdean Limited, United Kingdom | 100.00 | 100.00 |
| EUR | 25,000 | Interdean Relocation Services GmbH, Germany | 100.00 | 100.00 |
| EUR | 61,500 | Interdean Relocation Services NV, Belgium | 100.00 | 100.00 |
| EUR | 750,081 | Interdean SA, Spain | 100.00 | 100.00 |
| CHF | 500,000 | Interdean SA, Zurich, Switzerland | 100.00 | 100.00 |
| EUR | 915,000 | Interdean SAS, France | 100.00 | 100.00 |
| PLN | 650,000 | Interdean SpZoo, Poland | 100.00 | 100.00 |
| RON | 153,130 | Interdean Srl, Romania | 100.00 | 100.00 |
| EUR | 6,639 | Interdean SRO, Slovakia | 100.00 | 100.00 |
| CHF | 196,000 | Interdean Switzerland SA, Geneva, Switzerland | 100.00 | 100.00 |
| CZK | 1,877,000 | Interdean, spol s.r.o, Czech Republic | 100.00 | 100.00 |
| EUR | 213,334 | Iriben Limited, United Kingdom | 100.00 | 100.00 |
| RUR | 1,450,000 | OOO IDX International LLC, Russia | 100.00 | 100.00 |
| IDR | 500,000,000 | PT Global Santa Indonusa, Indonesia | 100.00 | 100.00 |
| IDR | 550,000,000 | PT Relokasi Jaya, Indonesia | 100.00 | 100.00 |
| USD | 420,000 | PT Santa Fe Indonusa, Indonesia | 100.00 | 100.00 |
| THB | 60,150,000 | Santa Fe (Thailand) Ltd., Thailand | 100.00 | 100.00 |
| DKK | 500,000 | Santa Fe Group Holding Ltd. A/S, Denmark | 100.00 | 100.00 |
| HKD | 28,000,000 | Santa Fe Holdings Ltd., Hong Kong | 100.00 | 100.00 |
| AUD | 67,500,100 | Santa Fe Holdings Pty. Ltd., Australia | 100.00 | 100.00 |
| INR | 100,000 | Santa Fe India Private Limited, India | 100.00 | 100.00 |
| AUD | 67,500,100 | Santa Fe M&R Services Australia Pty. Ltd., Australia | 100.00 | 100.00 |
| MOP | 25,000 | Santa Fe Macau Limited, Macau | 100.00 | 100.00 |
| Share Capital | Share in % | |||
|---|---|---|---|---|
| Entities per Business | Direct | EAC | ||
| SANTA FE GROUP | ||||
| PHP | 16,000,000 | Santa Fe Moving and Relocation Services Phils., Inc., Philippines | 100.00 | 100.00 |
| INR | 2,400,000 | Santa Fe Moving Services Private Limited, India | 100.00 | 100.00 |
| SGD | 87,670,000 | Santa Fe Relocation Services (S) Pte. Ltd., Singapore | 100.00 | 100.00 |
| JPY | 80,000,000 | Santa Fe Relocation Services Japan K.K., Japan | 100.00 | 100.00 |
| MNT | 125,000,000 | Santa Fe Relocation Services LLC., Mongolia | 100.00 | 100.00 |
| AED | 300,000 | Santa Fe Relocation Services LLC, United Arab Emirates | 100.00 | 100.00 |
| MYR | 500,000 | Santa Fe Relocation Services Sdn. Bhd., Malaysia | 100.00 | 100.00 |
| WON | 450,000,000 | Santa Fe Relocation Services, Korea | 100.00 | 100.00 |
| TWD | 7,500,000 | Santa Fe Relocation Services, Taiwan | 100.00 | 100.00 |
| VND | 780,000,000 | Santa Fe Relocation Services, Vietnam | 100.00 | 100.00 |
| HKD | 920,000 | Santa Fe Transport International Limited, Hong Kong | 100.00 | 100.00 |
| AUD | 1,500,000 | WridgWays Australia Limited, Australia | 100.00 | 100.00 |
| AUD | 5 | WridgWays Limited, Australia | 100.00 | 100.00 |
| CNY | 1,000,000 | Sino Santa Fe Real Estate (Beijing) Co. Ltd., China | 100.00 | 50.00 ** |
| CNY | 100,000 | Sino Santa Fe Real Estate (Shanghai) Co. Ltd., China | 100.00 | 50.00 ** |
| EUR | 3,006 | Record Storage S.L., Spain | 51.00 | 51.00 ** |
| DKK | 500,000 | Alfa Relocation Management A/S, Denmark | 50.00 | 50.00 * |
| CNY | 11,046,000 | Sino Santa Fe International Transportation Services Co. Ltd., China | 50.00 | 50.00 ** |
| Share in % | ||||
|---|---|---|---|---|
| Share Capital | Other entities per country | Direct | EAC | |
| ASIA | ||||
| China | ||||
| USD | 10,000,000 | The East Asiatic Company (China) Ltd., Beijing | 100.00 | 100.00 |
| CNY | 2,605,000 | Beijing Zhongbao Drinking Water Co. Ltd., Beijing | 34.89 | 34.89 * |
| Singapore | ||||
| SGD | 10,000,000 | The East Asiatic Company (Singapore) Pte. Ltd., Singapore | 100.00 | 100.00 |
| Thailand | ||||
| THB | 150,000,000 | Asiatic Acrylics Company Ltd., Bangkok | 51.00 | 51.00 * |
| THB | 36,250,000 | The East Asiatic 2010 (Thailand) Company Ltd., Bangkok | 49.00 | 100.00 |
| THB | 121,500,000 | Thai Poly Acrylic Public Company Ltd., Bangkok | 2.81 | 20.21 * |
| EUROPE | ||||
| Denmark | ||||
| DKK | 1,000,000 | EAC Consumer Products Ltd. ApS, Copenhagen | 100.00 | 100.00 |
| DKK | 1,000,000 | EAC Timber Ltd. A/S, Copenhagen | 100.00 | 100.00 |
| DKK | 200,000 | Ejendomsanpartsselskabet af 31. Maj 1996, Copenhagen | 100.00 | 100.00 |
* Associated company
** EAC is in control of company through agreements, etc.
EAC GROOUP PLUMROSE
The East Asiatic Company Ltd. A/S East Asiatic House 20 Indiakaj DK-2100 Copenhagen Ø Denmark CVR No. 26 04 17 16
Shareholders' Secretariat Telephone: +45 3525 4300 E-mail: [email protected]
www.eac.dk
SANTA FE
Santa Fe Group Central Way Park Royal London NW10 7XW United Kingdom
Telephone: +44 208 961 4141 E-mail: [email protected]
www.interdean.com www.santaferelo.com www.wridgways.com.au
Plumrose Latinoamericana C.A. Edifi cio Plumrose Urbanización Los Ruices Sur Prolongacion Avenida Trieste Cruce con Calle Miranda Caracas 1071 Venezuela
Mailing address: Plumrose Latinoamericana C.A. P.O. Box 3941 Caracas 1010-A Venezuela
Telephone: + 58 212 273 8711 E-mail: [email protected]
www.plumrose.com
Design and production: Boje & Mobeck as