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HAL Trust — Interim / Quarterly Report 2014
Aug 28, 2014
9905_ir_2014-08-28_ccbfa595-fb29-427c-92d8-db1dc6db62e3.pdf
Interim / Quarterly Report
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Report on the first half year 2014
HAL Trust

HASIA
Interim report of the Executive Board HAL Holding N.V. 3
Condensed Interim Consolidated Financial Statements HAL Trust 7
3
First half year: net income of € 278 million (2013: € 226 million)
net asset value decreases by € 161 million
Net income of HAL Holding N.V., attributable to the shareholders, for the first six months of 2014 amounted to € 278 million (€ 3.87 per share) compared to € 226 million (€ 3.15 per share) for the same period last year, representing an increase of € 52 million (€ 0.72 per share). This increase was primarily due to higher results from the optical retail and other unquoted companies. The comparative figures for 2013 were restated due to the application of IFRS 10. Reference is made to the notes to the condensed interim consolidated financial statements on page 15.
The net asset value based on the market value of the quoted associates and the liquid portfolio and on the book value of the unquoted companies, decreased by € 161 million during the first six months of 2014. Taking into account the cash portion of the 2013 dividend (€ 18 million) and the sale of treasury shares (€ 1 million), the net asset value decreased from € 7,326 million (€ 102.38 per share) on December 31, 2013 to € 7,148 million (€ 96.48 per share) on June 30, 2014. The main reason for this change was the decrease in the stock market value of the quoted companies. The net asset value does not include the positive difference between estimated value and book value of the unquoted companies. This difference is calculated annually and, based on the principles and assumptions set out in the 2013 annual report, amounted to € 703 million (€ 9.82 per share) on December 31, 2013.
During the period from June 30, 2014 through August 22, 2014, the value of the ownership interests in quoted companies and the liquid portfolio increased by € 120 million (€ 1.62 per share).
The financial information in this report is unaudited.
Prospects
In May the announcement was made to review strategic alternatives with respect to the optical retail activities of HAL. The result of this review is that an initial public offering (IPO) of GrandVision shares on Euronext Amsterdam is currently in the process of preparation. At this stage, it is expected that the IPO may take place, depending among other things on conditions in the financial markets, at the earliest by the end of November and that HAL may sell 20-25% of the GrandVision shares in the IPO.
In view of the fact that a significant part of the Company's net income is determined by the results of the quoted companies and potential capital gains and losses we do not express an expectation as to the net income for 2014. A capital gain on the potential sale of a minority interest in the optical retail activities will, in accordance with IFRS, not be recorded through the income statement but through shareholders' equity.
Application IFRS 10
The application of IFRS 10, Consolidated Financial Statements, has a significant effect on the consolidated financial statements, primarily due to the consolidation of Koninklijke Vopak N.V. ("Vopak") and Safilo Group S.p.A. ("Safilo") as the Company is deemed to have control, under the provisions of IFRS 10, over these entities. The effect of the application of IFRS 10 is set out in the notes to the condensed Interim consolidated financial statements on page 15. The condensed interim consolidated financial statements
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include supplemental information where Vopak and Safilo are accounted for on an unconsolidated basis using the equity method.
Quoted companies
At the end of June, the stock market value of HAL's interests in quoted companies (Koninklijke Vopak N.V., Koninklijke Boskalis Westminster N.V., Safilo Group S.p.A. and SBM Offshore N.V.) amounted to € 4.7 billion compared with € 5.1 billion at the end of 2013. This decrease was primarily due to a lower share price of Koninklijke Vopak N.V.
The income from quoted minority interests as per the segmentation in the section supplemental information amounted to € 156 million (2013: € 177 million). This decrease is primarily the result of the fact that in 2013 capital gains were recorded on the sale of a 31.6% ownership interest in Dockwise Ltd. to Boskalis (€ 22 million) and on the redemption of Senior Notes issued by Safilo Group S.p.A. (€ 26 million). Income from Boskalis increased by € 45 million. Income from Vopak decreased by € 18 million.
Optical retail
Revenues from the optical retail companies for the first half year amounted to € 1,406 million (2013, restated for IFRS 10: € 1,337 million) representing an increase of € 69 million (5.2%). Excluding the effect of acquisitions (€ 23 million) and currency exchange differences (negative € 26 million), revenues increased by € 72 million (5.4%).
The same store sales, based on constant exchange rates, increased by 3.9% during the first half year compared with the same period last year (2013: 1.2%). The operating income of the optical retail companies (earnings before interest, exceptional and non recurring items, taxes and amortization of intangible assets but including amortization of software) for the first half year amounted to € 170 million (2013, restated for IFRS 10: € 136 million).
Revenues and operating income for 2013 of the optical retail companies were restated due to the application of IFRS 10 as set out in the notes to the condensed interim consolidated financial statements on page 15. The positive effect on the first half year 2013 revenues was € 71 million and on operating income € 8 million.
Other unquoted companies
Revenues from the other unquoted companies for the first half year amounted to € 812 million (2013, restated for IFRS 11: € 773 million) representing an increase of € 39 million (5%). Excluding the effect of acquisitions (€ 7 million) and currency exchange differences (negative € 4 million), revenues from the other unquoted companies increased by € 36 million (4.7%). This increase is primarily due to higher sales at AudioNova International B.V. and PontMeyer N.V.
The operating income of the other unquoted companies (income before interest, exceptional and non-recurring items, taxes and amortization of intangible assets but including amortization of software) for the first half year amounted to € 50 million (2013: € 21 million). This increase is primarily due to higher operating income from AudioNova International B.V., Broadview Holding B.V. and PontMeyer N.V.
Revenues for 2013 of the other unquoted companies were restated due to the application of IFRS 11 as set out in the notes to the condensed interim consolidated financial statements on page 15. The negative effect on the first half year 2013 revenues was € 4 million. There was no effect on operating income.
Liquid portfolio and net debt
The corporate liquid portfolio at the end of June 2014 amounted to € 420 million (December 31, 2013: € 301 million). The consolidated pro forma net debt (excluding the net debt of Koninklijke Vopak N.V. and

Safilo Group S.p.A.) as of June 30, 2014 as per the pro forma consolidated balance sheet on page 28 (defined as short-term and long-term bank debt less cash and cash equivalents and marketable securities) amounted to € 562 million (December 31, 2013: € 653 million). The decrease in consolidated net debt is primarily due to dividends received, the sale of real estate and cash flow from the optical retail activities.
As of June 30, 2014, the corporate liquid portfolio consisted for 79% of cash balances amounting to € 332 million (December 31, 2013: € 219 million) and for 21% of equities for an amount of € 88 million (December 31, 2013: € 82 million). The corporate liquid portfolio provided a total return of 1.6% during the first half of 2014 compared to 8.6% for the same period last year.
Acquisitions optical retail and other unquoted companies, real estate divestiture
During the first half year GrandVision acquired three optical retail chains in Colombia, the United Kingdom and Germany. The chains operated a total of 156 stores and had, in aggregate, 2013 revenues of € 33 million. In July, Grandvision signed an agreement to acquire 62% of the shares including an option for the remaining 38% of the Peruvian optical retail chain Topsa. The company has approximately 1,030 employees and reported 2013 net sales of € 27 million. The transaction is expected to close in the third quarter of 2014.
In April, HAL acquired full ownership of Gispen Group B.V. Before the transaction HAL had a 49% ownership interest. Gispen, based in Culemborg (the Netherlands), produces and sells office furniture. Revenues for 2013 amounted to € 57 million.
In June, HAL participated for € 12.8 million in a share issue by PontMeyer N.V. HAL's ownership interest in PontMeyer N.V. increased from 68% to 80%.
In April, HAL sold an office building in Seattle for US$ 60 million (€ 43 million), realizing an after tax capital gain of € 6 million.
Risks
In the 2013 annual report, the Company included a description of risks associated with its strategy and its implementation such as, but not limited to: market value risk, interest rate risk, currency risk, credit risk, liquidity risk, concentration risk, acquisition risk, financial reporting risk and other risks. The descriptions of these risks are deemed to be incorporated in this report by reference. We expect that the above risk factors will continue to exist for the second half of 2014. In the Company's view, the nature of these risk factors has not materially changed in the first half of 2014. We also refer to the statement on page 36 of this report.
Composition Executive and Supervisory Board
On August 6 proposed changes in the composition of the Executive and Supervisory Board were announced. Mr. M. van der Vorm has decided to step down as Chairman of the Executive Board effective September 30, 2014. He will be succeeded by Mr. M. Groot, currently member of the Executive Board. It will be proposed during an Extraordinary Shareholders Meeting to be held on September 22, 2014, that Mr. Van der Vorm be appointed member of the Supervisory Board effective October 1, 2014. During the same meeting it will also be proposed to appoint Mr. A.A. van't Hof and Mr. J.N. van Wiechen member of the Executive Board effective October 1, 2014.
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Financial calendar
Interim statement
Publication of preliminary net asset value
Publication of 2014 annual results
Shareholders' meeting HAL Trust and interim statement
November 18, 2014
January 22, 2015
March 31, 2015
May 18, 2015
The Executive Board of HAL Holding N.V.
August 28, 2014
HAL Trust
Condensed Interim Consolidated Financial Statements
June 30, 2014
Contents
Interim Consolidated Statement of Financial Position 8
Interim Consolidated Statement of Income 9
Interim Consolidated Statement of Comprehensive Income 10
Interim Consolidated Statement of Changes in Equity 11
Interim Consolidated Statement of Cash Flows 12
Notes to the Condensed Interim Consolidated Financial Statements 13
List of Principal Subsidiaries, Controlled Minority interests and Associates 23
Supplemental information 27
Statement by the Executive Board 36
8
| Interim Consolidated Statement of Financial Position | HAL Trust | ||
|---|---|---|---|
| In millions of euro | Notes | June 30, 2014 | December 31, 2013 |
| Assets | |||
| Non-current assets: | |||
| Property, plant and equipment | 2 | 4,713.8 | 4,522.6 |
| Investment properties | 1.2 | 32.2 | |
| Intangible assets | 3 | 2,322.0 | 2,256.6 |
| Investments in associates and joint ventures | 5 | 1,955.2 | 1,883.7 |
| Other financial assets | 6 | 506.1 | 561.8 |
| Derivatives | 0.3 | 12.9 | |
| Pension benefits | 65.8 | 75.7 | |
| Deferred tax assets | 194.9 | 174.3 | |
| Total non-current assets | 9,759.3 | 9,519.8 | |
| Current assets: | |||
| Other current assets | 294.9 | 275.6 | |
| Other financial assets | 6 | 12.1 | 12.9 |
| Inventories | 634.1 | 559.9 | |
| Receivables | 940.7 | 882.6 | |
| Marketable securities and deposits | 88.0 | 81.8 | |
| Derivatives | 3.2 | 9.2 | |
| Cash and cash equivalents | 829.8 | 736.2 | |
| Total current assets | 2,802.8 | 2,558.2 | |
| Assets held for sale | 26.0 | 25.9 | |
| Total assets | 12,588.1 | 12,103.9 | |
| Equity and liabilities | |||
| Share capital | 7 | 1.5 | 1.4 |
| Other reserves | 18.7 | 91.7 | |
| Retained earnings | 4,805.7 | 4,573.7 | |
| Equity attributable to the owners of parent | 4,825.9 | 4,666.8 | |
| Non-controlling interest | 1,419.8 | 1,406.2 | |
| Total equity | 6,245.7 | 6,073.0 | |
| Non-current liabilities: | |||
| Deferred tax liabilities | 420.9 | 425.4 | |
| Pension benefits | 203.7 | 138.9 | |
| Derivatives | 184.2 | 158.5 | |
| Provisions | 90.2 | 133.6 | |
| Long-term debt and other financial liabilities | 8 | 3,009.2 | 3,143.1 |
| Total non-current liabilities | 3,908.2 | 3,999.5 | |
| Current liabilities: | |||
| Provisions | 48.3 | 46.4 | |
| Accrued expenses | 579.8 | 544.8 | |
| Income tax payable | 121.4 | 105.2 | |
| Accounts payable | 802.0 | 814.1 | |
| Derivatives | 31.3 | 28.1 | |
| Short-term debt and other financial liabilities | 8 | 851.4 | 492.8 |
| Total current liabilities | 2,434.2 | 2,031.4 | |
| Total equity and liabilities | 12,588.1 | 12,103.9 |
- restated for IFRS 10 (see note 1)
The notes on pages 13 to 35 form an integral part of the condensed interim consolidated financial statements.
9
Interim Consolidated Statement of Income
For the six months ended June 30
| In millions of euro | Notes | 2014 | 2013 |
|---|---|---|---|
| Revenues | 9 | 3,431.0 | 3,329.3 |
| Income from marketable securities and deposits | 1.6 | 4.5 | |
| Share of profit/(loss) of associates and joint ventures | 10 | 138.3 | 136.4 |
| Income from other financial assets | 4.5 | 4.2 | |
| Income from real estate activities | 9.9 | 6.5 | |
| Total income | 3,585.3 | 3,480.9 | |
| Usage of raw materials, consumables and other inventory | 812.5 | 792.4 | |
| Employee expenses | 1,027.2 | 989.1 | |
| Depreciation of property, plant, equipment and investment properties | 217.3 | 221.5 | |
| Amortization and impairments of intangible assets | 3 | 42.1 | 44.1 |
| Other operating expenses | 926.0 | 940.8 | |
| Total expenses | 3,025.1 | 2,987.9 | |
| Operating profit | 560.2 | 493.0 | |
| Financial expense | (87.4) | (99.5) | |
| Other financial income | 12.9 | 17.6 | |
| Profit before income tax | 485.7 | 411.1 | |
| Income tax expense | (97.6) | (72.4) | |
| Net profit | 388.1 | 338.7 | |
| Attributable to: | |||
| Owners of parent | 277.6 | 225.9 | |
| Non-controlling interest | 110.5 | 112.8 | |
| 388.1 | 338.7 | ||
| Average number of outstanding shares (in thousands) | 71,708 | 69,520 | |
| Earnings per share for profit attributable to the owners of parent during the half-year (in euro's per share) | |||
| - Basic and diluted (in euro) | 3.87 | 3.15 |
- restated for IFRS 10 (see note 1)
The notes on pages 13 to 35 form an integral part of the condensed interim consolidated financial statements.
10
| Interim Consolidated Statement of Comprehensive Income
For the six months ended June 30 | | HAL Trust |
| --- | --- | --- |
| In millions of euro | 2014 | 2013 |
| Profit for the half year | 388.1 | 338.7 |
| Other comprehensive income: | | |
| Items that will not be reclassified to profit and loss | | |
| Actuarial result on post employment
benefit obligations including net of tax share of associates | (58.1) | 33.7 |
| Income tax | 14.5 | (9.3) |
| | (43.6) | 24.4 |
| Items that may be reclassified to profit and loss | | |
| Change in fair value of available-for-sale financial assets | (78.7) | 72.4 |
| Effective portion of hedging instruments including net of tax share of associates | (50.6) | 51.3 |
| Income tax | 11.0 | (11.7) |
| Translation of foreign subsidiaries including net of tax share of comprehensive income of associates | 39.3 | (40.6) |
| | (79.0) | 71.4 |
| Other comprehensive income for the half year, net of tax ** | (122.6) | 95.8 |
| Total comprehensive income for the half year, net of tax | 265.5 | 434.5 |
| Total comprehensive income attributable to: | | |
| - Owners of parent | 174.5 | 303.4 |
| - Non-controlling interest | 91.0 | 131.1 |
| | 265.5 | 434.5 |
- restated for IFRS 10 (see note 1)
** of which (€ 103.1) attributable to owners of parent (2013: € 77.5).
The notes on pages 13 to 35 form an integral part of the condensed interim consolidated financial statements.
11
Interim Consolidated Statement of Changes in Equity
HAL Trust
| In millions of euro | Attributable to owners of parent | Non-controlling interest | * Total equity | |||
|---|---|---|---|---|---|---|
| Share capital | Retained earnings | Other reserves | Total | |||
| Balance on January 1, 2013 | 1.4 | 4,085.6 | 66.3 | 4,153.3 | 53.4 | 4,206.7 |
| Restatement as a result of the implementation of IFRS 10 (net of tax) | - | 67.8 | (26.0) | 41.8 | 1,300.1 | 1,341.9 |
| Restated balance on January 1, 2013 | 1.4 | 4,153.4 | 40.3 | 4,195.1 | 1,353.5 | 5,548.6 |
| Net profit for the half year | - | 225.9 | - | 225.9 | 112.8 | 338.7 |
| Other comprehensive income for the period | - | 12.9 | 64.6 | 77.5 | 18.3 | 95.8 |
| Total comprehensive income for the period | - | 238.8 | 64.6 | 303.4 | 131.1 | 434.5 |
| Acquisitions, disposals and reclassifications | - | 1.7 | - | 1.7 | (1.8) | (0.1) |
| Dividend paid to minority shareholders | - | - | - | - | (98.2) | (98.2) |
| Capital increase by minority shareholders | - | - | - | - | 4.7 | 4.7 |
| Treasury shares | - | 1.2 | - | 1.2 | - | 1.2 |
| Dividend paid | - | (59.0) | - | (59.0) | - | (59.0) |
| Transactions with owners of the Company recognized directly in equity | - | (56.1) | - | (56.1) | (95.3) | (151.4) |
| Balance on June 30, 2013 | 1.4 | 4,336.1 | 104.9 | 4,442.4 | 1,389.3 | 5,831.7 |
| Balance on January 1, 2014 (restated for IFRS 10, see note 1) | 1.4 | 4,573.7 | 91.7 | 4,666.8 | 1,406.2 | 6,073.0 |
| Net profit for the half year | - | 277.6 | - | 277.6 | 110.5 | 388.1 |
| Other comprehensive income for the period | - | (29.2) | (73.9) | (103.1) | (19.5) | (122.6) |
| Total comprehensive income for the period | - | 248.4 | (73.9) | 174.5 | 91.0 | 265.5 |
| Acquisitions, disposals and reclassifications | - | - | 1.0 | 1.0 | 3.4 | 4.4 |
| Treasury shares | - | 1.1 | - | 1.1 | - | 1.1 |
| Dividend paid | 0.1 | (17.5) | (0.1) | (17.5) | (80.8) | (98.3) |
| Transactions with owners of the Company recognized directly in equity | 0.1 | (16.4) | 0.9 | (15.4) | (77.4) | (92.8) |
| Balance on June 30, 2014 | 1.5 | 4,805.7 | 18.7 | 4,825.9 | 1,419.8 | 6,245.7 |
- restated for IFRS 10 (see note 1)
The notes on pages 13 to 35 form an integral part of the condensed interim consolidated financial statements.
Interim Consolidated Statement of Cash Flows
HAL Trust
For the six months ended June 30
| In millions of euro | Notes | 2014 | 2013 |
|---|---|---|---|
| Cash flows from operating activities: | * | ||
| Profit before taxes | 485.7 | 411.1 | |
| Depreciation | 217.3 | 221.5 | |
| Amortization and impairments | 3 | 42.1 | 44.1 |
| Profit on sale of property, plant, equipment and investment properties | (9.4) | (4.6) | |
| Profit on sale of other financial assets and marketable securities | (1.6) | (26.5) | |
| Share of profit/(loss) of associates and joint ventures | 5, 10 | (138.3) | (114.3) |
| Net financial expense | 74.0 | 80.1 | |
| Other movements in provisions and pension benefits | (24.3) | (11.8) | |
| Dividend from associates and joint ventures | 5 | 71.2 | 87.9 |
| Changes in working capital | (115.7) | (57.3) | |
| Cash generated from operations | 601.0 | 630.2 | |
| Other financial income received | 7.3 | 5.0 | |
| Finance costs paid, including effect of hedging | (66.1) | (77.0) | |
| Income taxes paid | (88.6) | (92.8) | |
| Net cash from operating activities | 453.6 | 465.4 | |
| Cash flows from investing activities: | |||
| Acquisition of associates and subsidiaries, net of cash acquired | (129.5) | (168.9) | |
| Purchases of other intangibles | (23.8) | (9.6) | |
| Purchase of property, plant, equipment and investment properties | (344.2) | (404.4) | |
| Divestiture of associates and subsidiaries | 5 | 3.6 | 5.9 |
| Proceeds from/(acquisition of) of other financial assets | 9.4 | (23.8) | |
| Proceeds from sale of property, plant, equipment and investment properties | 43.5 | 18.6 | |
| Proceeds from assets held for sale | - | 273.7 | |
| Proceeds from/(acquisition of) marketable securities and deposits, net | 0.3 | 4.9 | |
| Settlement of derivatives (net investment hedges) | 2.4 | (1.2) | |
| Net cash from/(used in) investing activities | (438.3) | (304.8) | |
| Cash flows from financing activities: | |||
| Borrowing/(repayment) of debt and other financial liabilities | 199.0 | (119.4) | |
| Non-controlling interest | (104.1) | (123.2) | |
| Treasury shares | 1.1 | 1.2 | |
| Dividend paid | (17.5) | (59.0) | |
| Net cash (used in) financing activities | 78.5 | (300.4) | |
| Increase/(decrease) in cash and cash equivalents | 93.8 | (139.8) | |
| Cash and cash equivalents at beginning of period | 736.2 | 827.9 | |
| Effects of exchange rate changes on opening balance | (0.2) | (0.7) | |
| Cash and cash equivalents retranslated at beginning of period | 736.0 | 827.2 | |
| Net increase/(decrease) in cash and cash equivalents | 93.8 | (139.8) | |
| Cash and cash equivalents at end of period | 829.8 | 687.4 |
- restated for IFRS 10 (see note 1)
The notes on pages 13 to 35 form an integral part of the condensed consolidated interim financial statements.
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Notes to the Condensed Interim Consolidated Financial Statements
General
Reporting entity
The condensed interim consolidated financial statements 2014 comprise HAL Trust ('the Trust'), a Bermuda trust formed in 1977, and its subsidiaries as well as the interests in controlled minority interests, associates and jointly controlled entities. HAL Trust shares are listed and traded on Euronext in Amsterdam. The Trust's only asset consists of all outstanding shares of HAL Holding N.V. ('the Company'), a Curaçao corporation. The condensed interim consolidated financial statements have not been audited nor reviewed by an external auditor.
The Company's strategy is focused on acquiring and holding significant shareholdings in companies, with the objective of increasing long-term shareholders' value. When selecting investment candidates, the Company emphasizes, in addition to investment and return criteria, the potential of playing an active role as a shareholder and/or board member. Given the emphasis on the longer term, the Company does not have a predetermined investment horizon. HAL also owns real estate. The real estate investment activities are concentrated in the greater Seattle metropolitan area with an emphasis on the development and rental of multi-family properties and office buildings.
Basis of preparation
Statement of compliance
The condensed interim consolidated financial statements for the six months ended June 30, 2014 have been prepared in accordance with International Financial Reporting Standard (IFRS) IAS 34 -Interim Financial Reporting-, and were authorized for issue on August 28, 2014. The condensed interim consolidated financial statements do not include all the information and disclosures as required in the annual financial statements and should therefore be read in conjunction with the annual financial statements for the year ended December 31, 2013 as published on March 27, 2014, which have been prepared in accordance with IFRS as adopted by the European Union. In the schedules on the following pages, the columns June 30, 2014 and June 30, 2013 represent the six-month periods ended June 30, 2014 and June 30, 2013. The column December 31, 2013 represents the twelve-month period ended December 31, 2013.
Due to the nature of the Company's activities, investments and disposals can have a significant impact on net income. Accordingly, the results for the first six months may not be representative of the results for 2014 as a whole.
Estimates
The preparation of these condensed interim consolidated financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed interim consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Although these estimates are based on management's best knowledge, actual results may ultimately differ from those estimates. Accordingly, it is reasonably possible that outcomes in future accounting periods that are different from the estimates and assumptions could have an impact on the carrying amount of the asset or liability affected. In preparing these condensed interim consolidated financial statements, the significant judgements made by management in applying the accounting policies of HAL Trust and the key sources of estimation uncertainty were the same as those applied to the consolidated financial statements as of and for the year ended December 31, 2013. In addition, the application of IFRS 10, effective January 1, 2014, resulted in additional judgements made by management and represents an additional source of estimation uncertainty, as set out below. Although HAL's ownership interest in Koninklijke Vopak N.V. and Safilo Group S.p.A. is below 50%, IFRS requires these associates to be consolidated in the consolidated financial statements as of January 1, 2014 as HAL is deemed to have control, as defined in IFRS 10, over these two entities (see below). Vopak and Safilo are both publicly traded companies. Whereas HAL has board representation and, accordingly, may be considered to have significant influence over these associates, in the past neither operational nor strategic control was exercised. Moreover, Vopak and Safilo are, for example, not part of the Company's management reporting system which monitors the performance of the consolidated companies on a monthly basis. In addition, in view of its minority interest, the Company has no formal instruction rights with respect to Vopak and Safilo. The Company has set up a process to obtain information from Vopak and Safilo in order to prepare consolidated
financial statements in accordance with IFRS. The Company does not, however, have access to the financial books and records, contracts and related information of Vopak and Safilo in order to independently verify that these are complete, valid and accurate. Under IFRS 10, in certain circumstances, significant judgement is required to assess if the Company is deemed to have (de facto) control over entities where the Company's ownership interest does not exceed 50%.
Significant accounting policies
The significant accounting policies applied in these condensed interim consolidated financial statements are consistent with those applied in the consolidated financial statements for the year ended December 31, 2013 except for the following changes in accounting policies and disclosures:
- IFRS 10, 'Consolidated Financial Statements' is the new standard on consolidation. Under IFRS 10, subsidiaries are all entities over which the Company is deemed to have control. The Company is deemed to control an entity when the Company is deemed to have power over an entity, is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect these returns through its (deemed) power over the entity. Subsidiaries are fully consolidated from the date on which (deemed) control is transferred to the Company. They are deconsolidated from the date that (deemed) control ceases. The group applied IFRS 10 retrospectively in accordance with the transition provisions of IFRS 10.
The adoption of IFRS 10 resulted in consolidation of Koninklijke Vopak N.V. ("Vopak"), in which the Company owns 48.15% of the ordinary shares, and Safilo Group S.p.A. ("Safilo"), in which the Company owns 41.79% of the outstanding shares. Previously Vopak and Safilo were accounted for using the equity method. Under IFRS 10, ownership of less than 50% of the voting interest constitutes power if it is deemed to provide the practical ability to unilaterally direct Vopak and Safilo.
The Company's ownership interest in Vopak and Safilo is high relative to other investors. A large number of other investors, who must act together, is required to outvote the Company. Accordingly, in accordance with the provisions of IFRS 10, based on the size of the Company's shareholding and the relative size of the other shareholdings, the Company is deemed to have the practical
ability to unilaterally direct (de-facto control) the activities of Vopak (as from December 2003) and Safilo (as from April 2012). With respect to Vopak, deemed control is presumed to exist as from December 2003 when it became clear that the Company's percentage of the voting rights would increase considerably due to a limitation of voting rights on preferred shares issued by Vopak which was required due to amendments in the Dutch Corporate Governance Code. December 31, 2003 was also the first practical date due to the absence of IFRS financial statements before that date.
With respect to Safilo, deemed control is presumed to exist as from March 2012 when the Company's shareholding increased from 37% to 42%.
Retrospective purchase price accounting adjustments were made as of the date deemed control is presumed to exist. These adjustments resulted, among others, in the elimination of goodwill in the statement of financial position of Safilo to an amount of € 539 million.
Vopak and Safilo will continue to be included in the segment quoted minority interests as both the management approach and the corporate governance with respect to these companies have not changed.
In addition, some interests in other entities, belonging to the optical retail segment, which were previously accounted for as joint ventures by means of proportional consolidation are now fully consolidated as, under IFRS 10, the Company is deemed to have control over these subsidiaries.
The Company now also consolidates a number of optical retail franchisees (88 as of June 30, 2014) in the United Kingdom as under IFRS 10 the Company is deemed to have control over these franchisees.
The Company has ownership interests of less than 50% in other entities (reference is made to the list of principal subsidiaries, controlled minority interest and associates on page 23). Management has analysed whether these entities should be consolidated under IFRS 10. It was concluded that the Company did not have deemed control over these entities.
The effect of the application of IFRS 10 is significant and set out in Note 1. Supplemental information has been included on pages 27 through 35 whereby Vopak and Safilo are accounted for on an unconsolidated basis using the equity method as applied in the years until 2014. The inclusion of this information is considered appropriate and useful as the control model of the Company with respect to Vopak and Safilo is materially different than the model with
14
respect to the other consolidated entities where the Company's ownership interest exceeds 50% and the effect of the inclusion of Vopak and Safilo in the consolidation has a significant effect on the financial statements. This information also preserves comparability with prior year condensed interim consolidated financial statements.
-
IFRS 11, 'Joint arrangements' requires investments in joint arrangements to be classified as either joint operations or joint ventures depending on the contractual rights and obligations each investor has, rather than the legal structure of the joint arrangement. The application of IFRS 11 did not have a significant effect on the financial position and financial results of the Company due to the absence of any significant joint arrangements. The effect is included in the tables under Note 1.
-
IFRS 12, 'Disclosures of interests in other entities', includes the disclosure requirements for all forms of interests in other entities, including joint arrangements, associates, special purpose vehicles and other off balance sheet vehicles. Due to the nature of the activities of the Company, as well as due to the implementation of IFRS 10, which results in the consolidation of entities with significant non controlling interests (Vopak and Safilo), the disclosures regarding interests in other entities increases significantly.
There are no other (EU endorsed) IFRS's or IFRIC interpretations that are not yet effective that would be expected to have a material impact on the Company.
Other comments
-
Income taxes have been accrued using the tax rate that is expected to be applicable to the total annual profit or loss. The annual tax rate for the year ended December 31, 2013 was 25.6% (restated). The estimated tax rate for the six months June 30, 2014 was 26.0%.
-
Annual impairment tests on goodwill and intangible assets with indefinite useful lives are performed in the fourth quarter of each year.
1. Adoption IFRS 10 and 11
The following table summarizes the effects on the balance sheet of adopting IFRS 10 and 11:
Impact on statement of financial position
| Dec 31, 2013 | Adoption of IFRS 10 | IFRS 10 Dec 31, 2013 | |
|---|---|---|---|
| Property, plant and equipment | 969.0 | 3,553.6 | 4,522.6 |
| Intangible assets | 1,862.0 | 394.6 | 2,256.6 |
| Investment in associates and joint ventures | 2,146.0 | (262.3) | 1,883.7 |
| Other financial assets | 520.2 | 41.6 | 561.8 |
| Other non-current assets | 184.0 | 111.1 | 295.1 |
| Current assets | 1,442.6 | 1,141.5 | 2,584.1 |
| Total assets | 7,123.8 | 4,980.1 | 12,103.9 |
| Equity attributable to the owners of the parent | 4,640.7 | 26.1 | 4,666.8 |
| Non controlling interest | 49.5 | 1,356.7 | 1,406.2 |
| Total equity | 4,690.2 | 1,382.8 | 6,073.0 |
| Non-current liabilities | 1,322.0 | 2,677.5 | 3,999.5 |
| Current liabilities | 1,111.6 | 919.8 | 2,031.4 |
| Total equity and liabilities | 7,123.8 | 4,980.1 | 12,103.9 |
Impact on statement of income
| June 30, 2013 | Adoption of IFRS 10 | IFRS 10 June 30, 2013 | |
|---|---|---|---|
| Revenues | 2,042.7 | 1,286.6 | 3,329.3 |
| Share of profit (loss) of associates and joint ventures | 155.2 | (18.8) | 136.4 |
| Other income | 43.6 | (28.4) | 15.2 |
| Total income | 2,241.5 | 1,239.4 | 3,480.9 |
| Operating profit | 311.0 | 182.0 | 493.0 |
| Net finance costs | (20.3) | (61.6) | (81.9) |
| Profit before income tax | 290.7 | 120.4 | 411.1 |
| Income tax | (29.6) | (42.8) | (72.4) |
| Net profit | 261.1 | 77.6 | 338.7 |
| Attributable to: | |||
| Equity holders of parent | 259.8 | (33.9) | 225.9 |
| Non controlling interests | 1.3 | 111.5 | 112.8 |
| 261.1 | 77.6 | 338.7 |
The decrease in net profit attributable to the owners of the parent of € 33.9 million relates for € 26 million to the reversal of the capital gain on
the redemption of bonds issued by Safilo Group S.p.A. as this entity is now consolidated. There is a corresponding (positive) effect in other comprehensive income. The remainder of € 7.9 million primarily relates to the effect of purchase price adjustments on Koninklijke Vopak N.V.
Restated other comprehensive income attributable to the owners of the parent for the first half of 2013 amounted to € 77.5 million. Before restatement this amounted to € 51.5 million. The reason for the difference of € 26 million is described above.
Impact on segment optical retail
| June 30, 2013 | Adoption of IFRS 10 | IFRS 10 June 30, 2013 | |
|---|---|---|---|
| Revenues | 1,265.5 | 71.4 | 1,336.9 |
| Operating income | 128.4 | 8.0 | 136.4 |
There was no impact on the net income for the owners of the parent with respect to the segment optical retail.
Impact on statement of cash flows
| June 30, 2013 | Adoption of IFRS 10 | IFRS 10 June 30, 2013 | |
|---|---|---|---|
| Net cash from operating activities | 172.4 | 293.0 | 465.4 |
| Net cash from investing activities | 92.3 | (397.1) | (304.8) |
| Net cash from financing activities | (178.5) | (121.9) | (300.4) |
| Net increase (decrease) in cash and cash equivalents | 86.2 | (226.0) | (139.8) |
2. Property, plant and equipment
Movements for property, plant and equipment are as follows:
| June 30, 2014 | Dec. 31, 2013 | |
|---|---|---|
| Balance on January 1 | 4,522.6 | 4,304.5 |
| Investments | 343.7 | 843.2 |
| Consolidation | 69.9 | 2.7 |
| Reclassification | (37.1) | (9.9) |
| Disposals | (3.1) | (21.4) |
| Depreciation | (216.6) | (458.7) |
| Exchange differences | 34.4 | (137.8) |
| 4,713.8 | 4,522.6 |
3. Intangible assets
Intangible assets consist of:
| June 30, 2014 | Dec. 31, 2013 | |
|---|---|---|
| Goodwill | 1,496.0 | 1,451.3 |
| Other intangibles | 826.0 | 805.3 |
| 2,322.0 | 2,256.6 |
Movements for goodwill are as follows:
| June 30, 2014 | Dec. 31, 2013 | |
|---|---|---|
| Balance on January 1 | 1,451.3 | 1,498.3 |
| Acquisitions | 45.1 | 22.9 |
| Purchase price accounting adjustments | - | (0.6) |
| Impairments | (2.9) | (44.2) |
| Exchange differences | 2.5 | (25.1) |
| 1,496.0 | 1,451.3 |
At the end of each reporting period an assessment is made whether there is objective evidence that a(n) (group of) intangible asset(s) is impaired. Impairment tests are performed on an annual basis in the fourth quarter.
Movements for other intangibles are as follows:
| June 30, 2014 | Dec. 31, 2013 | |
|---|---|---|
| Book value on January 1 | 805.3 | 865.8 |
| Investments | 23.7 | 47.8 |
| Consolidation | 32.6 | 11.0 |
| Amortization and impairments | (39.2) | (109.6) |
| Exchange differences | 3.6 | (9.7) |
| 826.0 | 805.3 |
4. Acquisitions
In the first half of 2014, GrandVision B.V., one of the Company subsidiaries, acquired optical retail chains in Colombia, the United Kingdom and Germany.
Details are as follows:
| Cash paid | 32.8 |
|---|---|
| Future consideration | 1.1 |
| Net asset value acquired | (15.5) |
| Goodwill | 18.4 |
Details of the net asset value acquired:
| Property, plant and equipment | 2.8 |
|---|---|
| Intangible assets | 13.6 |
| Net working capital | 0.6 |
| Cash | 0.4 |
| Deferred tax liabilities | (1.2) |
| Short-term debt | (0.7) |
| Net asset value acquired | 15.5 |
The above acquisitions contributed € 11.7 million to the 2014 half-year revenues and € -0.1 million to the operating income. Revenues for the first half year of 2014 of these acquisitions amounted to € 17.3 million and operating income to € 0.2 million.
The goodwill paid primarily relates to the acquisition of additional market share which will allow the realization of economies of scale, anticipated synergies and expected growth.
On March 27, 2014, Koninklijke Vopak N.V. acquired 100% of the shares of Canadian Terminals Inc. (Canterm), a company with two distribution terminals for the storage and handling of refined products in Montreal and Quebec City (Canada) with a total storage capacity of 509,000 cbm.
Details are as follows:
| Cash paid | 79.7 |
|---|---|
| Net asset value acquired | (55.8) |
| Goodwill | 23.9 |
Details of the net asset value acquired:
| Property, plant and equipment | 53.7 |
|---|---|
| Customer relationships and permits | 14.7 |
| Net working capital | (0.1) |
| Cash | 1.9 |
| Deferred revenue | (9.4) |
| Deferred tax liabilities | (3.1) |
| Other long-term liabilities | (1.9) |
| Net asset value acquired | 55.8 |
The above acquisition contribution to the 2014 half-year revenues and operating income is not significant. Revenues and operating income for the first half year of 2014 of this acquisition is also not significant. This also applies if the acquisition would have been consolidated as from January 1, 2014.
The goodwill paid primarily relates to the location of the terminals, possible economies of scale from combining the acquired terminals with the current operations of Vopak in Canada and the skilled personnel present at these terminals.
The initial accounting for this acquisition is provisional as Vopak is still in the process of finalizing the purchase price allocation.
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5. Investments in associates and joint ventures
Movements are as follows:
| June 30, 2014 | Dec. 31, 2013 | |
|---|---|---|
| Book value on Jan. 1 | 1,883.7 | 1,620.0 |
| Investments | 16.6 | 216.4 |
| Disposals | (3.6) | (17.5) |
| Consolidation | (9.0) | (5.6) |
| Income | 138.3 | 251.7 |
| Dividends | (71.2) | (130.4) |
| Actuarial results | ||
| on defined benefit | ||
| plans | 0.8 | 20.0 |
| Share in change of | ||
| fair value | 2.4 | 0.1 |
| Adjustment capital | ||
| gain on sale of | ||
| Dockwise Ltd. to | ||
| Koninklijke Boskalis | ||
| Westminster N.V. | - | (11.3) |
| Reclassification | - | (15.8) |
| Exchange | ||
| adjustments and | ||
| effect of financial | ||
| instruments | (2.8) | (43.9) |
| 1,955.2 | 1,883.7 |
The difference between the market value of the Company's share in its publicly traded associates and the book value is as follows:
| June 30, 2014 | Dec. 31, 2013 | |
|---|---|---|
| Market value | 1,777.7 | 1,583.1 |
| Book value | (974.5) | (884.5) |
| 803.2 | 698.6 |
Quoted associates are valued, as of June 30, 2014, based on unaudited publicly available information.
The carrying amount of joint ventures included in the above amounts to € 778.4 million (2013: € 800.7 million) and principally relate to Vopak. These joint ventures are arrangements under which Vopak has contractually agreed to share control with another party and where the parties have the right to the net assets of the arrangement. Vopak has no arrangements with joint operations where the parties have the right to the assets, obligations and liabilities relating to the
arrangement. Guarantees and securities provided on behalf of joint ventures amounted to € 161.5 million (December 31, 2013: € 123.7 million). Commitments to provide debt or equity funding to joint ventures amounted to € 34.3 million (December 31, 2013: € 39 million).
The share of the comprehensive income and net assets of the joint ventures was as follows:
| June 30, 2014 | June 30, 2013 | |
|---|---|---|
| Share in net assets | 737.2 | 685.0 |
| Goodwill on acquisition | 63.5 | 58.9 |
| Carrying amount at January 1 | 800.7 | 743.9 |
| Share in profit or loss | 42.4 | 61.0 |
| Reversal of impairments | - | 6.8 |
| Other comprehensive income | (15.2) | 16.1 |
| Comprehensive income | 27.2 | 83.9 |
| Dividends received | (71.1) | (84.5) |
| Investments | 11.4 | 39.4 |
| Acquisitions | 2.2 | - |
| Reclassification to assets held for sale | - | (6.9) |
| Exchange rate differences | 8.0 | (1.2) |
| Carrying amount at June 30 | 778.4 | 774.6 |
| Share in net assets | 714.7 | 715.1 |
| Goodwill on acquisition | 63.7 | 59.5 |
| Carrying amount at June 30 | 778.4 | 774.6 |
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6. Other financial assets
The specification is as follows:
| June 30, 2014 | Dec. 31, 2013 | |
|---|---|---|
| Investment in quoted securities | 330.9 | 415.5 |
| Loans to associates and joint ventures | 26.0 | 25.2 |
| Other loans | 74.5 | 56.5 |
| Purchased debt portfolio | 16.7 | 18.8 |
| Other | 70.1 | 58.7 |
| 518.2 | 574.7 | |
| Current: | 12.1 | 12.9 |
| Non-current: | 506.1 | 561.8 |
| 518.2 | 574.7 |
Investment in quoted securities include:
| June 30, 2014 | Dec. 31, 2013 | |
|---|---|---|
| 13.43% equity interest in SBM Offshore N.V. | 330.9 | 415.5 |
| 330.9 | 415.5 |
7. Issued capital
The issued share capital as of June 30, 2014 consists of 74,141,313 shares of which 57,855 are held as treasury stock by the Company. Movements in the number of shares were as follows:
| x 1,000 | Issued shares | Treasury shares |
|---|---|---|
| January 1, 2013 | 69,462.9 | 76.0 |
| Sale of treasury shares | - | (12.7) |
| Purchase of treasury | ||
| Dividend paid in stock | 2,156.3 | 3.0 |
| June 30, 2013 | 71,619.2 | 66.3 |
| January 1, 2014 | 71,619.2 | 66.3 |
| Sale of treasury shares | - | (10.9) |
| Dividend paid in stock | 2,522.1 | 2.5 |
| June 30, 2014 | 74,141.3 | 57.9 |
| Outstanding shares | 74,083.4 | |
| Par value (HAL Holding N.V.) | 0.02 | |
| Share capital (million) | 1.5 |
A 2013 dividend of € 294 million (excluding dividend on treasury shares) or € 4.10 per share was paid on June 19, 2014 (2013: € 271 million or € 3.90 per share), of which € 18 million in cash and € 276 million in shares. Shareholders representing 94% of the issued shares had their dividend distributed in stock. These shareholders received 1 new share for 26.7 existing shares.
This conversion ratio was determined based on the volume weighted average share price of HAL Trust shares traded on NYSE Euronext in Amsterdam during the period May 23, 2014 through June 12, 2014. Accordingly, 2,522,079 shares were issued on June 19, 2014.
8. Debt and other financial liabilities
| June 30, 2014 | Dec. 31, 2013 | |
|---|---|---|
| Long-term bank debt | 2,874.0 | 3,001.7 |
| Other financial liabilities | 135.2 | 141.4 |
| 3,009.2 | 3,143.1 | |
| Short-term bank debt | 816.8 | 476.0 |
| Other financial liabilities | 34.6 | 16.8 |
| 851.4 | 492.8 | |
| Total debt and other financial liabilities | 3,860.6 | 3,635.9 |
Other financial liabilities consist of obligations to acquire equity instruments in certain subsidiaries from the management of these subsidiaries and financial commitments due to previous owners of companies acquired, that are payable in future years (earn-out and deferred/ contingent payments).
On May 15, 2014 Safilo Group S.p.A. completed the placement of unsecured, unsubordinated equity-linked bonds, maturing on May 22, 2019 with an aggregate principal amount of € 150 million. The Bond carries a coupon of 1.25% per annum. The Bond is convertible into ordinary shares of Safilo Group S.p.A. at a conversion price of € 21.8623 per share. At final maturity, the bonds will be redeemed at their principal amount unless previously redeemed, converted or purchased and cancelled. The bond is carried at amortised cost using an effective interest rate deemed appropriate for an equivalent financial instrument without the conversion component and
is included in long term debt. The conversion component represents an embedded derivative financial instrument which has been recorded as such under liabilities. As of June 30, 2014 the fair value of the option amounts to € 22.5 million. The fair value calculation qualifies as a level 2 calculation. The fair value changes of this instrument are recorded through the statement of income.
9. Revenues
| June 30, 2014 | June 30, 2013 | |
|---|---|---|
| Sale of goods | 2,610.4 | 2,510.5 |
| Services | 788.0 | 786.9 |
| Franchise fees | 32.6 | 31.9 |
| 3,431.0 | 3,329.3 |
10. Share of profit/(loss) of associates and joint ventures
| June 30, 2014 | June 30, 2013 | |
|---|---|---|
| Share in results | 138.3 | 114.3 |
| Capital gain on sale | ||
| Dockwise Ltd. | - | 22.1 |
| 138.3 | 136.4 |
Segmentation
The Company's reportable segments are:
- Optical retail
- Other unquoted
- Quoted minority interests
- Real estate
- Liquid portfolio
Operating income (for the purpose of this report defined as earnings before interest, exceptional and non-recurring items of the optical retail and other unquoted companies, taxes and amortization of intangible assets but including amortization software) can be detailed as follows:
| June 30, 2014 | June 30, 2013 | |
|---|---|---|
| Optical retail | 170.3 | 136.4 |
| Other unquoted | 50.4 | 21.2 |
| Quoted minority interests | 375.8 | 372.7 |
| Real estate | 9.4 | 5.5 |
| Liquid portfolio | 1.6 | 4.5 |
| 607.5 | 540.3 | |
| Reconciling items: | ||
| - Amortization | (42.1) | (44.1) |
| - Other | (5.2) | (3.2) |
| Operating result as per consolidated statement of income | 560.2 | 493.0 |
| Financial expense, net | (74.5) | (81.9) |
| Profit before tax as per consolidated statement of income | 485.7 | 411.1 |
The category "Other" mostly consists of exceptional and non-recurring items of the optical retail and other unquoted segment as well as corporate overhead.
The composition of revenues by segment is as follows:
| June 30, 2014 | June 30, 2013 | |
|---|---|---|
| Optical retail | 1,406.3 | 1,336.9 |
| Other unquoted | 812.1 | 772.7 |
| Quoted minority interests | 1,212.6 | 1,219.7 |
| 3,431.0 | 3,329.3 |
The composition of assets by segment is as follows:
| June 30, 2014 | Dec. 31, 2013 | |
|---|---|---|
| Optical retail | 2,448.0 | 2,331.6 |
| Other unquoted | 2,029.6 | 1,992.7 |
| Quoted minority interests | 7,574.8 | 7,316.5 |
| Real estate | 7.1 | 47.8 |
| Liquid portfolio | 420.2 | 303.9 |
| Reconciling items | 108.4 | 111.4 |
| 12,588.1 | 12,103.9 |
The reconciling items represent mostly pension plans, deferred tax and loans.
Summary by level of assets and liabilities measured at fair value
Financial risk factors
The group’s activities expose it to a variety of financial risks: market risk (including currency risk, interest rate risk and price risk), credit risk and liquidity risk.
The condensed interim financial statements do not include all financial risk management information and disclosures required in the annual financial statements; they should be read in conjunction with the group’s annual financial statements as at December 31, 2013. In these financial statements it is set out that the financial risks of the entities belonging to the optical retail and other unquoted segments are managed by these entities and not by the Company. As from January 1, 2014, in accordance with IFRS 10, Vopak and Safilo are consolidated in the financial statements of the Company. The financial risks of these entities are also not managed by the Company. Otherwise there have been no changes in the risk management policies since December 31, 2013.
Liquidity risk
Compared to December 31, 2013 there have not been significant changes in the contractual undiscounted cash flows for financial liabilities except for the inclusion of Vopak and Safilo in the consolidated financial statements. The liquidity risk of these entities is not managed by the Company. Summarized financial information relating to these entities is included on page 25.
Fair value estimation
The carrying amount approximates the fair value for all financial assets and liabilities except for the financial liabilities of Vopak. The fair value of these liabilities exceeds their carrying value by € 94 million as of June 30, 2014.
The table below analyses financial instruments carried at fair value, by category.
| June 30, 2014 | Level 1 | Level 2 | Level 3 | Total |
|---|---|---|---|---|
| Assets | ||||
| Available-for-sale financial assets | ||||
| - equity securities | 378.4 | 40.5 | - | 418.9 |
| Derivatives | - | 3.5 | - | 3.5 |
| Total | 378.4 | 44.0 | - | 422.4 |
| Level 1 | Level 2 | Level 3 | Total | |
| Liabilities | ||||
| Derivatives | - | 215.6 | - | 215.6 |
| Other financial liabilities | - | - | 169.8 | 169.8 |
| Total | - | 215.6 | 169.8 | 385.4 |
| Dec. 31, 2013 | Level 1 | Level 2 | Level 3 | Total |
| Assets | ||||
| Available-for-sale financial assets | ||||
| - equity securities | 459.7 | 37.6 | - | 497.3 |
| Derivatives | - | 22.1 | - | 22.1 |
| Total | 459.7 | 59.7 | - | 519.4 |
| Level 1 | Level 2 | Level 3 | Total | |
| Liabilities | ||||
| Derivatives | - | 186.6 | - | 186.6 |
| Other financial liabilities | - | - | 158.2 | 158.2 |
| Total | - | 186.6 | 158.2 | 344.8 |
The fair value of financial instruments traded in active markets is based on quoted market prices at the statement of financial position date. A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service, or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm’s length basis. The quoted market price used for financial assets held by the Company is the current bid price. These instruments are included in level 1.
Equity funds classified in level 2 are fairly valued using the net asset value of the fund, as reported by the respective fund’s administrator as it represents the fair value of the assets held by the fund. For these funds, management believes the Company could have redeemed its investment at the net asset value per share at the statement of
21
financial position date.
In the case of financial instruments that are not traded in an active market such as certain derivatives, fair value is determined by using valuation techniques. These valuation techniques use observable market data where it is available. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2. If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.
There were no transfers between levels 1 and 2 during the period.
Fair value measurements using significant unobservable market data (level 3):
| June 30, 2014 | Assets | Liabilities |
|---|---|---|
| Balance at Jan 1 | - | 158.2 |
| Movement recognized | ||
| in profit and loss | - | 9.6 |
| Net payments | - | 1.9 |
| Exchange adjustment | - | 0.1 |
| Balance at June 30 | - | 169.8 |
Other financial liabilities included in level 3 include earn-out and deferred/contingent payments with respect to acquisitions for € 119.5 million and obligations to acquire equity instruments in certain subsidiaries from the management of these subsidiaries for € 50.3 million. These liabilities are recorded at fair value based on contractual agreements and estimates of future profitability of the respective subsidiaries. Deferred and contingent payments mainly consist of a liability for which a discount rate of 5.2% is used. A decrease in the discount rate by 1% would result in an increase of the liability by € 2 million. Changes in the fair value of these liabilities are recorded in the statement of income.
Related-party transactions
No related party transactions which could reasonably affect any decision made by the user of these condensed interim consolidated financial statements occurred during the first half year of 2014.
Transactions with members of the Executive Board and the Supervisory Board only relate to regular compensation. Transactions with group companies were eliminated upon consolidation.
Subsequent events
On July 3, 2014, Vopak and Gasunie announced that their joint venture, Gate terminal, has taken the final investment decision to add LNG break bulk infrastructure and services to the terminal. The new facility in the port of Rotterdam is expected to boost the use of liquefied natural gas (LNG) as a transportation fuel in the Netherlands and Northwest Europe. Construction is scheduled to start this year; commissioning is scheduled for the first half year 2016.
In May the announcement was made to review strategic alternatives with respect to the optical retail activities of HAL. The result of this review is that an initial public offering (IPO) of GrandVision B.V. shares on Euronext Amsterdam is currently in the process of preparation. At this stage, it is expected that the IPO may take place, depending among other things on conditions in the financial markets, at the earliest by the end of November and that HAL will sell 20-25% of the GrandVision shares in the IPO.
A capital gain on the potential sale of a minority interest in the optical retail activities will, in accordance with IFRS, not be recorded through the income statement but through shareholders' equity.
List of Principal Subsidiaries, Controlled Minority interests and Associates
as of June 30, 2014
| Name | Country of incorporation | Nature of business | Ordinary shares % held | Preferred shares % held | Non-controlling interests % held |
|---|---|---|---|---|---|
| Subsidiaries | |||||
| HAL Holding N.V. | Curaçao | Holding company | 100.0% | 0.0% | 0.0% |
| HAL International N.V. | Curaçao | Holding company | 100.0% | 0.0% | 0.0% |
| HAL International Investments N.V. | Curaçao | Holding company | 100.0% | 0.0% | 0.0% |
| HAL Investments N.V. | Curaçao | Holding company | 100.0% | 0.0% | 0.0% |
| HAL Real Estate Investments Inc. | U.S.A. | Real estate | 100.0% | 0.0% | 0.0% |
| HAL Investments B.V. | The Netherlands | Holding company | 100.0% | 0.0% | 0.0% |
| Coral Shipping Holding B.V. | The Netherlands | Shipping | 100.0% | 0.0% | 0.0% |
| FD Mediagroep B.V. | The Netherlands | Media | 100.0% | 100.0% | 0.0% |
| Gispen Group B.V. | The Netherlands | Office furniture | 100.0% | 100.0% | 0.0% |
| Mercurius Groep Holding B.V. | The Netherlands | Communication | 100.0% | 100.0% | 0.0% |
| Orthopedie Investments Europe B.V. | The Netherlands | Orthopaedic devices | 100.0% | 100.0% | 0.0% |
| GrandVision B.V. | The Netherlands | Industrial | 98.7% | 0.0% | 1.3% |
| Broadview Holding B.V. | The Netherlands | Building materials | 97.4% | 0.0% | 2.6% |
| AudioNova International B.V. | The Netherlands | Hearing aids | 96.3% | 0.0% | 3.7% |
| Koninklijke Ahrend N.V. | The Netherlands | Office furniture | 96.0% | 100.0% | 4.0% |
| Atasun Optik A.S. | Turkey | Optical retail | 95.0% | 0.0% | 5.0% |
| Sports Timing Holding B.V. | The Netherlands | Timing equipment | 95.0% | 100.0% | 5.0% |
| PontMeyer N.V. | The Netherlands | Building materials | 80.3% | 0.0% | 19.7% |
| Shanghai Red Star Optical Co. Ltd. | China | Optical retail | 78.0% | 0.0% | 22.0% |
| Flight Simulation Company B.V. | The Netherlands | Flight simulators | 70.0% | 100.0% | 30.0% |
| InVesting B.V. | The Netherlands | Debts collection | 67.9% | 0.0% | 32.1% |
| Anthony Veder Group N.V. | Curaçao | Shipping | 62.9% | 0.0% | 37.1% |
| Controlled minority interests | |||||
| Koninklijke Vopak N.V. | The Netherlands | Tank terminals | 48.1% | 13.6% | 51.9% |
| Safilo Group S.p.A. | Italy | Optical products | 41.8% | 0.0% | 58.2% |
All the above entities are included in the consolidation. The proportion of the effective voting rights in the respective entity are virtually equal to the proportion of the ordinary shares held.
Non consolidated
Publicly traded
Koninklijke Boskalis
Westminster N.V. 34.5%
SBM Offshore N.V. 13.4%
Other
N.V. Nationale Borg-Maatschappij 46.7%
Atlas Services Group Holding B.V. 45.0%
Navis Capital Partners Ltd. 25.0%
List of Principal Subsidiaries, Controlled Minority interests and Associates
as of June 30, 2014
Non controlling interests
Non- controlling interests with respect to Koninklijke Vopak N.V. and Safilo Group S.p.A. can be detailed as follows
| | Vopak
2014 | Vopak
2013 | Safilo
2014 | Safilo
2013 | Total
2014 | Total
2013 |
| --- | --- | --- | --- | --- | --- | --- |
| Profit attributed to the non-controlling interests during the reporting period ended June 30 | 87.6 | 99.8 | 12.1 | 5.9 | 99.7 | 105.7 |
| Accumulated non-controlling interests at the end of December 31, 2013 and June 30, 2014 | 1,067.4 | 1,070.9 | 269.6 | 255.7 | 1,337.0 | 1,326.6 |
List of Principal Subsidiaries, Controlled Minority interests and
Associates
as of June 30, 2014
Summarized financial information on entities with material non-controlling interests
Set out below are the summarized financial information for each entity that has non-controlling interests that are material to the Company. These are the financial statements reported by these entities and exclude purchase price accounting adjustments made by HAL.
| Vopak | Safilo | |||
|---|---|---|---|---|
| Summarized balance sheet | ||||
| as of June 30, 2014 and December 31, 2013 | 2014 | 2013 | 2014 | 2013 |
| Current | ||||
| Assets | 544.1 | 561.5 | 657.3 | 594.2 |
| Liabilities | (800.3) | (575.5) | (434.9) | (345.5) |
| (256.2) | (14.0) | 222.4 | 248.7 | |
| Non-current | ||||
| Assets | 4,492.1 | 4,261.5 | 877.5 | 871.5 |
| Liabilities | (2,328.5) | (2,320.0) | (215.7) | (274.1) |
| 2,163.6 | 1,941.5 | 661.8 | 597.4 | |
| Net assets | 1,907.4 | 1,927.5 | 884.2 | 846.1 |
| Summarized income statement | ||||
| for the period ended June 30 | ||||
| Revenue | 647.2 | 648.8 | 606.3 | 598.4 |
| Profit before income tax | 188.5 | 225.9 | 46.1 | 32.2 |
| Income tax expense | (39.8) | (39.0) | (16.6) | (11.9) |
| Profit after income tax | 148.7 | 186.9 | 29.5 | 20.3 |
| Other comprehensive income | (44.1) | 34.8 | 6.2 | 1.8 |
| Total comprehensive income | 104.6 | 221.7 | 35.7 | 22.1 |
| Summarized cash flows | ||||
| for the period ended June 30 | ||||
| Cash generated from operations | 370.2 | 362.9 | 26.0 | 47.7 |
| Interest paid | (42.8) | (46.1) | (3.0) | (8.6) |
| Income tax paid | (27.9) | (27.1) | (11.3) | (13.1) |
| Net cash from operating activities | 299.5 | 289.7 | 11.7 | 26.0 |
| Net cash from investing activities | (342.8) | (313.4) | (18.1) | (14.6) |
| Net cash from financing activities | 12.3 | (203.7) | (13.4) | (1.6) |
| Net cash (decrease)/increase | (31.0) | (227.4) | (19.8) | 9.8 |
| Cash and cash equivalents at beginning of year | ||||
| (including bank overdrafts) | 171.3 | 435.7 | 69.7 | 45.6 |
| Exchange gains/(losses) and other | 1.7 | (1.9) | (2.5) | 2.7 |
| Cash and cash equivalents at end of period | ||||
| (including bank overdrafts) | 142.0 | 206.4 | 47.4 | 58.1 |
Summarized financial information on Joint Ventures
For the disclosure of the nature, extent and financial effects of joint ventures, Vopak makes a distinction between the activities in Europe, Middle East & Africa, LNG and Asia.
The summarized financial information of the joint ventures of Vopak is as follows.
Summarized statement of financial position on a 100% basis
| Europe, Middle East and Africa | Asia | LNG | Other | Total | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| June 30, 2014 | Dec. 31, 2013 | June 30, 2014 | Dec. 31, 2013 | June 30, 2014 | Dec. 31, 2013 | June 30, 2014 | Dec. 31, 2013 | June 30, 2014 | Dec. 31, 2013 | |
| Non-current assets | 941.6 | 936.4 | 1,486.5 | 1,381.3 | 1,105.8 | 1,110.6 | 152.9 | 156.3 | 3,686.8 | 3,584.6 |
| Cash and cash equivalents | 84.4 | 88.1 | 140.4 | 108.5 | 54.8 | 116.4 | 15.5 | 21.5 | 295.1 | 334.5 |
| Other current assets | 62.5 | 58.3 | 72.8 | 74.5 | 47.1 | 27.2 | 13.5 | 12.8 | 195.9 | 172.8 |
| Total assets | 1,088.5 | 1,082.8 | 1,699.7 | 1,564.3 | 1,207.7 | 1,254.2 | 181.9 | 190.6 | 4,177.8 | 4,091.9 |
| Financial non-current liabilities | 230.3 | 186.9 | 618.5 | 489.3 | 767.7 | 790.7 | 119.4 | 121.9 | 1,735.9 | 1,588.8 |
| Other non-current liabilities | 95.2 | 92.8 | 38.1 | 35.0 | 222.9 | 194.6 | 15.1 | 10.8 | 371.3 | 333.2 |
| Financial current liabilities | 44.8 | 51.6 | 39.5 | 43.9 | 56.5 | 100.2 | 9.4 | 2.2 | 150.2 | 197.9 |
| Other current liabilities | 39.8 | 73.5 | 173.7 | 190.6 | 67.9 | 32.5 | 18.1 | 19.9 | 299.5 | 316.5 |
| Total liabilities | 410.1 | 404.8 | 869.8 | 758.8 | 1,115.0 | 1,118.0 | 162.0 | 154.8 | 2,556.9 | 2,436.4 |
| Net assets | 678.4 | 678.0 | 829.9 | 805.5 | 92.7 | 136.2 | 19.9 | 35.8 | 1,620.9 | 1,655.5 |
| Vopak's share of net assets | 270.0 | 269.0 | 382.8 | 379.3 | 52.7 | 73.9 | 9.2 | 15.0 | 714.7 | 737.2 |
| Goodwill on acquisition | 16.0 | 15.9 | 2.9 | 3.0 | 44.8 | 44.6 | - | - | 63.7 | 63.5 |
| Vopak's carrying amount of net assets | 286.0 | 284.9 | 385.7 | 382.3 | 97.5 | 118.5 | 9.2 | 15.0 | 778.4 | 800.7 |
Summarized statement of total comprehensive income on a 100% basis
| Europe, Middle East and Africa | Asia | LNG | Other | Total | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| June 30, 2014 | June 30, 2013 | June 30, 2014 | June 30, 2013 | June 30, 2014 | June 30, 2013 | June 30, 2014 | June 30, 2013 | June 30, 2014 | June 30, 2013 | |
| Revenues | 106.8 | 147.5 | 126.0 | 117.1 | 113.6 | 113.1 | 16.3 | 19.2 | 362.7 | 396.9 |
| Operating expenses | (52.5) | (62.5) | (45.6) | (14.8) | (31.4) | (31.3) | (5.5) | (6.6) | (135.0) | (115.2) |
| Depreciation, amortization and impairment | (24.4) | (23.4) | (20.4) | (5.4) | (20.5) | (20.6) | (3.6) | (3.8) | (68.9) | (53.2) |
| Operating profit (EBIT) | 29.9 | 61.6 | 60.0 | 96.9 | 61.7 | 61.2 | 7.2 | 8.8 | 158.8 | 228.5 |
| Net finance costs | (3.2) | (4.7) | (6.1) | (3.3) | (22.9) | (25.4) | (3.0) | (3.3) | (35.2) | (36.7) |
| Income tax | (2.9) | (9.0) | (13.8) | (18.6) | (11.6) | (6.1) | (0.7) | (0.8) | (29.0) | (34.5) |
| Net profit | 23.8 | 47.9 | 40.1 | 75.0 | 27.2 | 29.7 | 3.5 | 4.7 | 94.6 | 157.3 |
| Other comprehensive income | 0.2 | 1.1 | (3.9) | 0.7 | (23.6) | 29.1 | (4.1) | 3.5 | (31.4) | 34.4 |
| Total comprehensive income | 24.0 | 49.0 | 36.2 | 75.7 | 3.6 | 58.8 | (0.6) | 8.2 | 63.2 | 191.7 |
| Vopak's share of net profit | 9.6 | 20.2 | 17.3 | 30.3 | 14.0 | 15.2 | 1.5 | 2.1 | 42.4 | 67.8 |
| Vopak's share of other comprehensive income | 0.1 | 0.4 | (1.9) | 0.4 | (11.3) | 13.7 | (2.1) | 1.6 | (15.2) | 16.1 |
| Vopak's share of total comprehensive income | 9.7 | 20.6 | 15.4 | 30.7 | 2.7 | 28.9 | (0.6) | 3.7 | 27.2 | 83.9 |
Supplemental information
General
The condensed interim consolidated financial statements of HAL Trust include the interim consolidated financial statements of Koninklijke Vopak N.V. ("Vopak") and Safilo Group S.p.A. ("Safilo"). In the following supplemental information Vopak and Safilo are accounted for on an unconsolidated basis using the equity method. This was the accounting treatment until the application of IFRS 10, effective January 1, 2014, which required consolidation of these entities. In all other respects, the accounting policies applied are consistent with those on pages 13 and 14. The inclusion of this information is considered appropriate and useful as the control model with respect to the entities where the Company's ownership interest exceeds 50% is materially different from the model with respect to Vopak and Safilo. Moreover, the inclusion of Vopak and Safilo in the consolidation has a significant effect on the financial statements. The following supplemental information also preserves comparability with prior year condensed interim consolidated financial statements.
The following interim consolidated pro forma statements are included as supplemental information:
- statement of financial position
- statement of income
- statement of comprehensive income
- statement of changes in equity
- statement of cash flows
The pro forma interim consolidated statement of financial position, income and comprehensive income include a bridge from the Consolidated Financial Statements (including Vopak and Safilo) to these pro forma statements.
A number of notes have been added to the above statements in order to provide additional information on the effect of the inclusion of Vopak and Safilo in the Condensed Interim Consolidated Financial Statements. These notes are based on the notes to the Condensed Interim Consolidated Financial Statements on pages 8 through 22. Certain notes are summarized for practical purposes.
Supplemental information
Pro forma consolidated
statement of financial position
| In millions of euro | Notes | Consolidated June 30, 2014 | Effect Exclusion Vopak/Safilo | Pro-forma Consolidated June 30, 2014 | Pro-forma Consolidated December 31, 2013 |
|---|---|---|---|---|---|
| Assets | |||||
| Non-current assets: | |||||
| Property, plant and equipment | 1 | 4,713.8 | (3,710.1) | 1,003.7 | 983.1 |
| Investment properties | 1.2 | - | 1.2 | 32.2 | |
| Intangible assets | 2 | 2,322.0 | (406.2) | 1,915.8 | 1,885.3 |
| Investments in associates and joint ventures | 3 | 1,955.2 | 275.9 | 2,231.1 | 2,148.8 |
| Other financial assets | 4 | 506.1 | (79.5) | 426.6 | 516.6 |
| Derivatives | 0.3 | (0.3) | - | - | |
| Pension benefits | 65.8 | - | 65.8 | 75.7 | |
| Deferred tax assets | 194.9 | (115.0) | 79.9 | 76.9 | |
| Total non-current assets | 9,759.3 | (4,035.2) | 5,724.1 | 5,718.6 | |
| Current assets: | |||||
| Other current assets | 294.9 | (97.1) | 197.8 | 193.1 | |
| Other financial assets | 12.1 | (12.1) | - | - | |
| Inventories | 634.1 | (206.9) | 427.2 | 364.1 | |
| Receivables | 940.7 | (562.3) | 378.4 | 339.8 | |
| Marketable securities and deposits | 88.0 | - | 88.0 | 81.8 | |
| Derivatives | 3.2 | (2.3) | 0.9 | 0.1 | |
| Cash and cash equivalents | 829.8 | (254.5) | 575.3 | 474.9 | |
| Total current assets | 2,802.8 | (1,135.2) | 1,667.6 | 1,453.8 | |
| Assets held for sale | 26.0 | (26.0) | - | - | |
| Total assets | 12,588.1 | (5,196.4) | 7,391.7 | 7,172.4 | |
| Equity and liabilities | |||||
| Share capital | 1.5 | - | 1.5 | 1.4 | |
| Other reserves | 18.7 | (1.0) | 17.7 | 91.7 | |
| Retained earnings | 4,805.7 | (26.2) | 4,779.5 | 4,547.7 | |
| Equity attributable to the owners of parent | 4,825.9 | (27.2) | 4,798.7 | 4,640.8 | |
| Non-controlling interest | 1,419.8 | (1,337.0) | 82.8 | 79.6 | |
| Total equity | 6,245.7 | (1,364.2) | 4,881.5 | 4,720.4 | |
| Non-current liabilities: | |||||
| Deferred tax liabilities | 420.9 | (289.0) | 131.9 | 138.3 | |
| Pension benefits | 203.7 | (116.8) | 86.9 | 72.6 | |
| Derivatives | 184.2 | (184.2) | - | - | |
| Provisions | 90.2 | (58.5) | 31.7 | 36.4 | |
| Long-term debt and other financial liabilities | 5 | 3,009.2 | (1,965.4) | 1,043.8 | 1,079.1 |
| Total non-current liabilities | 3,908.2 | (2,613.9) | 1,294.3 | 1,326.4 | |
| Current liabilities: | |||||
| Provisions | 48.3 | (22.5) | 25.8 | 27.5 | |
| Accrued expenses | 579.8 | (50.0) | 529.8 | 501.2 | |
| Income tax payable | 121.4 | (82.9) | 38.5 | 35.8 | |
| Accounts payable | 802.0 | (549.7) | 252.3 | 254.4 | |
| Derivatives | 31.3 | (13.2) | 18.1 | 18.4 | |
| Short-term debt and other financial liabilities | 5 | 851.4 | (500.0) | 351.4 | 288.3 |
| Total current liabilities | 2,434.2 | (1,218.3) | 1,215.9 | 1,125.6 | |
| Total equity and liabilities | 12,588.1 | (5,196.4) | 7,391.7 | 7,172.4 |
Supplemental information
Pro forma consolidated statement of income
For the six months ended June 30
In millions of euro
| Notes | Consolidated June 30, 2014 | Effect Exclusion Vopak/Safilo | Pro-forma consolidated June 30, 2014 | Pro-forma consolidated June 30, 2013 | |
|---|---|---|---|---|---|
| Revenues | 6 | 3,431.0 | (1,212.6) | 2,218.4 | 2,109.7 |
| Income from marketable securities and deposits | 1.6 | - | 1.6 | 4.5 | |
| Share of profit/(loss) of associates | 7 | 138.3 | 27.5 | 165.8 | 154.6 |
| Income from other financial assets | 4.5 | - | 4.5 | 32.6 | |
| Income from real estate activities | 9.9 | 0.1 | 10.0 | 6.5 | |
| Total income | 3,585.3 | (1,185.0) | 2,400.3 | 2,307.9 | |
| Usage of raw materials, consumables and other inventory | 812.5 | (122.2) | 690.3 | 650.0 | |
| Employee expenses | 1,027.2 | (312.9) | 714.3 | 684.6 | |
| Depreciation of property, plant, equipment and investment properties | 217.3 | (138.3) | 79.0 | 82.6 | |
| Amortization and impairments of intangible assets | 2 | 42.1 | (19.3) | 22.8 | 22.7 |
| Other operating expenses | 926.0 | (391.4) | 534.6 | 549.1 | |
| Total expenses | 3,025.1 | (984.1) | 2,041.0 | 1,989.0 | |
| Operating profit | 560.2 | (200.9) | 359.3 | 318.9 | |
| Financial expense | (87.4) | 60.8 | (26.6) | (30.6) | |
| Other financial income | 12.9 | (8.8) | 4.1 | 10.2 | |
| Profit before income tax | 485.7 | (148.9) | 336.8 | 298.5 | |
| Income tax expense | (97.6) | 49.0 | (48.6) | (31.6) | |
| Net profit | 388.1 | (99.9) | 288.2 | 266.9 | |
| Attributable to: | |||||
| Owners of parent | 277.6 | (0.2) | 277.4 | 259.8 | |
| Non-controlling interest | 110.5 | (99.7) | 10.8 | 7.1 | |
| 388.1 | (99.9) | 288.2 | 266.9 | ||
| Average number of outstanding Shares (in thousands) | 71,708 | 71,708 | 69,520 | ||
| Earnings per Share for profit attributable to the owners of parent during the year (in euro's per share) | |||||
| - basic and diluted | 3.87 | 3.87 | 3.62 |
Supplemental information
Pro forma consolidated statement of comprehensive Income
For the six months ended June 30
| In millions of euro | 2014 | 2013 |
|---|---|---|
| Net profit | 288.2 | 266.9 |
| Other comprehensive income: | ||
| Items that will not be reclassified to profit and loss | ||
| Actuarial result on post employment benefit obligations including net of tax share of associates | (33.9) | 13.5 |
| Income tax | 4.7 | (0.6) |
| (29.2) | 12.9 | |
| Items that may be reclassified to profit and loss | ||
| Change in fair value of available-for-sale financial assets | (78.7) | 46.4 |
| Effective portion of hedging instruments including net of tax share of associates | (20.0) | 27.3 |
| Income tax | (0.2) | (2.1) |
| Translation of foreign subsidiaries including net of tax share of other comprehensive income of associates | 25.0 | (32.1) |
| (73.9) | 39.5 | |
| Other comprehensive income for the year, net of tax | (103.1) | 52.4 |
| Total comprehensive income for the year, net of tax | 185.1 | 319.3 |
| Total comprehensive income attributable to: | ||
| - Owners of parent | 174.3 | 311.3 |
| - Non-controlling interest | 10.8 | 8.0 |
| 185.1 | 319.3 | |
| Other comprehensive income for the year | (103.1) | 52.4 |
| Non-controlling interest | - | (0.9) |
| Attributable to owners of parent | (103.1) | 51.5 |
| Reconciliation pro forma other comprehensive income | ||
| Consolidated other comprehensive income attributable to owners of parent (page 10) | (103.1) | 77.5 |
| Pro forma other comprehensive income attributable to owners of parent (per above) | (103.1) | 51.5 |
| Difference | - | 26.0 |
The difference of € 26 million in 2013 relates to the reversal of the capital gain on the sale of bonds issued by Safilo Group S.p.A.
Supplemental information
Pro forma consolidated statement of changes in equity
For the six months ended June 30
In millions of euro
| Attributable to owners of parent | Non-controlling interest | Total equity | ||||
|---|---|---|---|---|---|---|
| Share capital | Retained earnings | Other reserves | Total | |||
| Balance on January 1, 2013 | 1.4 | 4,085.6 | 66.3 | 4,153.3 | 53.4 | 4,206.7 |
| Restatement as a result of the implementation of IFRS 10 (net of tax) | - | - | - | - | 25.7 | 25.7 |
| Restated balance on January 1, 2013 | 1.4 | 4,085.6 | 66.3 | 4,153.3 | 79.1 | 4,232.4 |
| Net profit for the year | - | 259.8 | - | 259.8 | 7.1 | 266.9 |
| Other comprehensive income for the year | - | 12.9 | 38.6 | 51.5 | 0.9 | 52.4 |
| Total comprehensive income for the year | - | 272.7 | 38.6 | 311.3 | 8.0 | 319.3 |
| Acquisitions, disposals and reclassifications | - | 1.1 | - | 1.1 | (0.7) | 0.4 |
| Treasury shares | - | 1.2 | - | 1.2 | - | 1.2 |
| Dividend paid | - | (59.0) | - | (59.0) | - | (59.0) |
| Transactions with owners of the Company recognized directly in equity | - | (56.7) | - | (56.7) | (0.7) | (57.4) |
| Balance on June 30, 2013 | 1.4 | 4,301.6 | 104.9 | 4,407.9 | 86.4 | 4,494.3 |
| Balance on January 1, 2014 | 1.4 | 4,547.7 | 91.7 | 4,640.8 | 79.6 | 4,720.4 |
| Net profit for the year | - | 277.4 | - | 277.4 | 10.8 | 288.2 |
| Other comprehensive income for the year | - | (29.2) | (73.9) | (103.1) | - | (103.1) |
| Total comprehensive income for the year | - | 248.2 | (73.9) | 174.3 | 10.8 | 185.1 |
| Treasury shares | - | 1.1 | - | 1.1 | - | 1.1 |
| Dividend paid | 0.1 | (17.5) | (0.1) | (17.5) | (7.2) | (24.7) |
| Acquisitions, disposals and reclassifications | - | - | - | - | (0.4) | (0.4) |
| Transactions with owners of the Company recognized directly in equity | 0.1 | (16.4) | (0.1) | (16.4) | (7.6) | (24.0) |
| Balance on June 30, 2014 | 1.5 | 4,779.5 | 17.7 | 4,798.7 | 82.8 | 4,881.5 |
The reconciliation with the equity as per the consolidated financial statements on page 11 is as follows:
Equity attributable to owners of parent per interim consolidated statement of financial position: 4,825.9
Equity attributable to owners of parent per pro forma consolidated statement of financial position: 4,798.7
Difference 27.2
The difference is due to purchase price accounting adjustments as a result of the retrospective application of IFRS 10 to Vopak and Safilo.
Supplemental information
Pro forma consolidated statement of cash flows
For the six months ended June 30
In millions of euro
| Cash flows from operating activities: | Notes | 2014 | 2013 |
|---|---|---|---|
| Profit before taxes | 336.8 | 298.5 | |
| Depreciation | 79.0 | 82.6 | |
| Amortization and impairments | 2 | 22.8 | 22.7 |
| Profit on sale of property, plant, equipment and investment properties | (9.1) | (4.5) | |
| Profit on sale of other financial assets and marketable securities | (1.6) | (52.5) | |
| Share of profit/(loss) of associates and joint ventures | 3,7 | (165.8) | (132.6) |
| Net financial expense | 22.5 | 19.8 | |
| Other movements in provisions and pension benefits | (3.7) | (1.4) | |
| Dividend from associates and joint ventures | 3 | 56.3 | 58.7 |
| Changes in working capital | (79.4) | (32.4) | |
| Cash generated from operations | 257.8 | 258.9 | |
| Other financial income received | 4.1 | 3.0 | |
| Finance costs paid, including effect of hedging | (20.3) | (24.7) | |
| Income taxes paid | (49.4) | (52.6) | |
| Net cash from operating activities | 192.2 | 184.6 | |
| Cash flows from investing activities: | |||
| Acquisition of associates and subsidiaries, net of cash acquired | (38.1) | (122.7) | |
| Purchases of other intangibles | (10.3) | (4.1) | |
| Purchase of property, plant, equipment and investment properties | (82.0) | (133.6) | |
| Divestiture of associates and subsidiaries | 3 | 8.1 | 10.4 |
| Proceeds from/(acquisition of) of other financial assets | 5.4 | 43.7 | |
| Proceeds from/(acquisition of) of non-controlling interest | |||
| Proceeds from sale of property, plant, equipment and investment properties | 42.2 | 18.4 | |
| Proceeds from assets held for sale | - | 273.7 | |
| Proceeds from/(acquisition of) marketable securities and deposits, net | 0.3 | 4.9 | |
| Net cash from/(used in) investing activities | (74.4) | 90.7 | |
| Cash flows from financing activities: | |||
| Borrowing/(repayment) of debt and other financial liabilities | 5.7 | (125.9) | |
| Non-controlling interest | (7.2) | (4.9) | |
| Treasury shares | 1.1 | 1.2 | |
| Dividend paid | (17.5) | (59.0) | |
| Net cash (used in) financing activities | (17.9) | (188.6) | |
| Increase/(decrease) in cash and cash equivalents | 99.9 | 86.7 | |
| Cash and cash equivalents at beginning of period | 474.9 | 316.5 | |
| Effects of exchange rate changes on opening balance | 0.5 | 0.1 | |
| Cash and cash equivalents retranslated at beginning of period | 475.4 | 316.6 | |
| Net increase/(decrease) in cash and cash equivalents | 99.9 | 86.7 | |
| Cash and cash equivalents at end of period | 575.3 | 403.3 |
Supplemental information
1. Property, plant and equipment
The amount of property, plant and equipment as per the interim consolidated financial statements (€ 4,713.8 million) is significantly affected by the consolidation of Vopak and Safilo and in particular the property, plant and equipment of Vopak (carrying value at the end of June of € 3,481 million).
The table below provides information on property, plant and equipment excluding the assets of Vopak and Safilo.
| June 30, 2014 | Dec. 31, 2013 | |
|---|---|---|
| Balance on January 1 | 983.1 | 905.6 |
| Investments | 80.9 | 273.6 |
| Consolidation | 16.2 | 2.7 |
| Disposals | (1.6) | (15.8) |
| Depreciation | (78.1) | (164.0) |
| Exchange differences | 3.2 | (19.0) |
| 1,003.7 | 983.1 |
2. Intangible assets
The intangible assets are significantly affected by the consolidation of Vopak and Safilo.
This section provides information on the intangible assets excluding those of Vopak and Safilo.
Intangible assets, excluding those of Vopak and Safilo, consist of:
| 2014 | 2013 | |
|---|---|---|
| Goodwill | 1,375.0 | 1,352.8 |
| Other Intangibles | 540.8 | 532.5 |
| 1,915.8 | 1,885.3 |
Movements for goodwill are as follows:
| 2014 | 2013 | |
|---|---|---|
| Balance on January 1 | 1,352.8 | 1,395.1 |
| Acquisitions | 21.2 | 22.9 |
| Impairments | - | (44.2) |
| Exchange adjustments and other | 1.0 | (21.0) |
| 1,375.0 | 1,352.8 |
Movements for other intangibles are as follows:
| June 30, 2014 | Dec. 31, 2013 | |
|---|---|---|
| Book value on January 1 | 532.5 | 567.6 |
| Investments | 10.3 | 28.1 |
| Consolidation | 17.9 | 11.0 |
| Amortization and impairments | (22.8) | (65.5) |
| Exchange differences | 2.9 | (8.7) |
| 540.8 | 532.5 |
3. Investments in associates and joint ventures
The amount of investment in associates and joint ventures in the consolidated financial statements is significantly affected by the consolidation of Vopak. Vopak has a significant amount of joint ventures in its balance sheet (€ 778 million at the end of June 2014).
This section provides information on the investments in associates excluding the assets of Vopak and Safilo.
| 2014 | 2013 | |
|---|---|---|
| Publicly traded | 2,047.6 | 1,969.5 |
| Other | 183.5 | 179.3 |
| Total | 2,231.1 | 2,148.8 |
Supplemental information
Movements are as follows:
| 2014 | 2013 | |
|---|---|---|
| Book value on Jan. 1 | 2,148.8 | 1,850.3 |
| Investments | 3.1 | 122.1 |
| Disposals | (8.1) | (14.7) |
| Consolidation | (9.0) | (5.6) |
| Income | 165.8 | 286.7 |
| Dividends | (56.3) | (62.5) |
| Actuarial results on defined benefit plans | (12.4) | 36.7 |
| Share in change of fair value | 2.4 | 0.1 |
| Reclassification | - | (8.5) |
| Adjustment capital gain on sale of Dockwise Ltd. to Koninklijke Boskalis Westminster N.V. | - | (11.3) |
| Exchange adjustments and effect of financial instruments | (3.2) | (44.5) |
| Book value on Dec. 31 | 2,231.1 | 2,148.8 |
Investments relate to:
| 2014 | 2013 | |
|---|---|---|
| Koninklijke Boskalis Westminster N.V. | - | 108.4 |
| Other | 3.1 | 13.7 |
| Total | 3.1 | 122.1 |
The difference between the market value of the Company's share in its publicly traded associates and the book value is as follows:
| 2014 | 2013 | |
|---|---|---|
| Market value | 4,396.7 | 4,654.7 |
| Book value | (2,047.6) | (1,969.5) |
| 2,349.1 | 2,685.2 |
4. Other financial assets
The amount of other financial assets in the consolidated financial statements is significantly affected by the consolidation of Vopak and Safilo. This section provides information on the other financial assets excluding the assets of Vopak and Safilo.
| June 30, 2014 | Dec. 31, 2013 | |
|---|---|---|
| Investment in quoted securities | 330.9 | 415.5 |
| Loans to associates | 2.6 | 7.7 |
| Other loans | 38.7 | 29.4 |
| Purchased debt portfolio | 16.7 | 18.8 |
| Other | 37.7 | 45.2 |
| 426.6 | 516.6 |
Investment in quoted securities include:
| June 30, 2014 | Dec. 31, 2013 | |
|---|---|---|
| 13.43% equity interest in SBM Offshore N.V. | 330.9 | 415.5 |
| 330.9 | 415.5 |
5. Debt and other financial liabilities
The amount of debt and other financial liabilities in the consolidated financial statements (€ 3,861 million) is significantly affected by the consolidation of Vopak and Safilo. The amount excluding Vopak and Safilo is significantly lower as set out below.
| June 30, 2014 | Dec. 31, 2013 | |
|---|---|---|
| Long-term bank debt | 908.6 | 937.7 |
| Other financial liabilities | 135.2 | 141.4 |
| 1,043.8 | 1,079.1 | |
| Short-term bank debt | 316.8 | 271.5 |
| Other financial liabilities | 34.6 | 16.8 |
| 351.4 | 288.3 | |
| Total debt and other financial liabilities | 1,395.2 | 1,367.4 |
6. Revenues
Revenues included in the interim condensed consolidated financial statements amount to € 3.4 billion of which € 1.2 billion is related to Vopak and Safilo.
Revenues excluding Vopak and Safilo can be detailed as follows:
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Supplemental information
| June 30, 2014 | June 30, 2013 | |
|---|---|---|
| Sale of goods | 2,053.2 | 1,951.8 |
| Services | 132.6 | 126.0 |
| Franchise fees | 32.6 | 31.9 |
| 2,218.4 | 2,109.7 |
7. Share of profit/ (loss) of associates and joint ventures
Share of profit/ (loss) of associates and joint ventures as per the interim condensed consolidated financial statements is affected by the inclusion of the results of Vopak and Safilo and, in particular, by the results of the joint ventures of Vopak.
The table below provides information on the results from associates excluding the associates and joint ventures of Vopak and Safilo.
| 2014 | 2013 | |
|---|---|---|
| Share in results | 165.8 | 132.5 |
| Capital gain on sale | ||
| Dockwise Ltd. | - | 22.1 |
| 165.8 | 154.6 |
Segmentation
The consolidated financial statements are significantly affected by the consolidation of Vopak and Safilo. Accordingly, the segmented information on a basis whereby Vopak and Safilo are not consolidated is materially different. This section provides segmented information excluding the effect of the consolidation of Vopak and Safilo.
| 2014 | 2013 | |
|---|---|---|
| Optical retail | 170.3 | 136.4 |
| Other unquoted | 50.4 | 21.2 |
| Quoted minority interests | 155.6 | 176.8 |
| Real estate | 9.4 | 5.5 |
| Liquid portfolio | 1.6 | 4.5 |
| 387.3 | 344.4 | |
| Reconciling items: | ||
| - Amortization | (22.8) | (22.7) |
| - Other | (5.2) | (2.8) |
| Operating result as per consolidated statement of income | 359.3 | 318.9 |
| Financial expense, net | (22.5) | (20.4) |
| Profit before tax as per consolidated statement of income | 336.8 | 298.5 |
The composition of revenues by segment is as follows:
| 2014 | 2013 | |
|---|---|---|
| Optical retail | 1,406.3 | 1,337.0 |
| Other unquoted | 812.1 | 772.7 |
| 2,218.4 | 2,109.7 |
The composition of assets by segment is as follows:
| 2014 | 2013 | |
|---|---|---|
| Optical retail | 2,448.0 | 2,331.6 |
| Other unquoted | 2,029.6 | 1,992.7 |
| Quoted minority interests | 2,378.4 | 2,385.0 |
| Real estate | 7.1 | 47.8 |
| Liquid portfolio | 420.2 | 303.9 |
| Reconciling items | 108.4 | 111.4 |
| 7,391.7 | 7,172.4 |
Statement by the Executive Board
The administrative procedures, the risk management and internal control systems associated with the Company's strategy and its implementation, the financial reporting and compliance are all designed to provide a reasonable degree of assurance that significant risk factors are identified, their development is monitored and, where appropriate, action is taken on a timely basis. The Board of Supervisory Directors is regularly informed about these matters.
The companies in which HAL has invested differ in industry, size, culture, geographical diversity and stage of development. Each company is subject to specific risks relating to strategy, operations, finance and (fiscal) legislation. HAL has therefore chosen not to institute a centralized management approach and not to develop a central risk management system. Each investee company has its own financial structure and is responsible for evaluating and managing its own risks. The companies generally have a supervisory board of which the majority of members are not affiliated with HAL. This corporate governance structure allows the operating companies to fully concentrate on developments which are relevant to them and to assess which risks to accept and which risks to avoid. Accordingly, in addition to risks associated with HAL's strategy and its implementation as referred to in the report on the first half year of 2014 and which are further described in the 2013 annual report, there are specific risk factors associated with each individual investee company. It is the responsibility of each investee company to evaluate these specific risks.
HAL's objective is, in the context of the inherent limitations of the decentralized management approach described above, that its internal and external financial reporting is complete, accurate, valid and timely. Financial reporting risk can be defined as any event that impedes HAL to achieve its financial reporting objectives. This risk is impacted by the fact that, although HAL's ownership interest in Koninklijke Vopak N.V. ("Vopak") and Safilo Group S.p.A. ("Safilo") is below 50%, IFRS requires these minority interests to be consolidated in the consolidated financial statements as HAL is deemed to have control, as defined in IFRS 10, over these two entities. Vopak and Safilo are both publicly traded companies. Whereas HAL has board representation and, accordingly, may be considered to have significant influence over these minority interests, in the past neither operational nor strategic control was exercised. Moreover, Vopak and Safilo are, for example, not part of the management reporting system which monitors the performance of the consolidated companies on a monthly basis. In addition, in view of its minority interest, the Company has no formal instruction rights with respect to Vopak and Safilo. The Company has entered into a Memorandum of Understanding with Vopak and Safilo with respect to confidentiality, the process of exchanging information and visitation rights to the audit committee meetings of Vopak and the meetings of the Control and Risk Committee of Safilo, for an independent financial expert on behalf of HAL. This should allow HAL to comply with IFRS and prepare consolidated financial statements which include the financial statements of Vopak and Safilo. However, HAL does not have access to the financial books and records, contracts and related information of Vopak and Safilo in order to independently verify that these financial statements are complete, valid and accurate.
The Chairman and the other member of the Executive Board of the Company are members of, respectively, the Supervisory Board of Vopak and the Board of Safilo. The information they obtain in this capacity can not be used for the preparation of the consolidated financial statements of the Company in order to preserve confidentiality and to allow Vopak and Safilo to operate independently from the Company. Accordingly, the risk management and internal control systems of HAL with respect to financial reporting risks are not designed and are not able to provide assurance that the information relating to Vopak and Safilo in the Company's consolidated financial statements does not contain material errors due to the inherent limitations described above. The assessment that the Company's financial statements do not contain material errors attributable to the financial statements of Vopak and/or Safilo, will be based on the external audit of these companies and the involvement of the independent financial expert referred to above. Vopak and Safilo both have included a description of their risks and risk management system in their respective annual reports. These risks are neither monitored nor managed by HAL.
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Based on the above, taking into account the inherent limitations referred to, we declare that, to the best of our knowledge, the condensed interim consolidated financial statements for the six-months period ended June 30, 2014, which have been prepared in accordance with IAS 34, 'Interim Financial Reporting', give a true and fair view of the assets, liabilities, financial position and net income of the consolidated entities taken as a whole, and the interim report of the Executive Board includes a fair view of the information required pursuant to section 5:25d. subsections 8 and 9 of the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht).
Executive Board HAL Holding N.V.
M. van der Vorm (Chairman)
M.F. Groot
August 28, 2014