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Per Aarsleff Holding — Annual Report 2010
Jan 10, 2011
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Annual Report
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This annual report is a translation of Per Aarsleff A/S's official Danish annual report. The original Danish text shall take precedence and in case of discrepancy the Danish wording shall prevail.
| 3 | |
|---|---|
| Aarsleff supplies infrastructure | 3 |
| Collaboration and synergy | 4 |
| Infrastructure specialists | 6 |
| Wind turbine foundations | 8 |
| Railway work | 10 |
| International activities | 12 |
| Industrialisation in Pipe Technologies | 14 |
| Industrialisation in Piling | 16 |
| Management's Review | 21 |
| Highlights and financial ratios for the Group | 21 |
| The year in brief | 22 |
| The future | 23 |
| The past year in Construction | 24 |
| The past year in Pipe Technologies | 26 |
| The past year in Piling | 28 |
| Information to shareholders | 30 |
| Corporate governance in Aarsleff | 32 |
| Risk assessment | 34 |
| Internal control and risk management | |
| in financial reporting | 36 |
| Corporate social responsibility | 38 |
| Executive Management and Board of Directors | 40 |
| Endorsements | 42 |
| Management's Statement | 42 |
| 42 | |
| Independent auditor's report | 51 |
| Consolidated Financial Statements | |
| Financial review | 51 |
| Income statement | |
| statement of comprehensive income | |
| Balance sheet | 52 53 54 |
| Cash flow statement | 56 |
| Statement of changes in equity, Group | 57 |
| Statement of changes in equity, Parent Company 58 | |
| Overview of notes | 59 |
| Notes to the Annual Report | 60 |
| Highlights and financial ratios for the |
Companies in the Aarsleff Group 92
Addresses 94
Port extension in Vejle, Denmark.
23
A a r s l e f f s u p p l i e s i n f r a s t r u c t u r e – projects and industrialised processes
The best possible infrastructure is essential for sound financial growth in society; Aarsleff wants to contribute to this. We work as a general infrastructure contractor, and we focus on infrastructure both in Denmark and abroad. In Pipe Technologies and Piling, we focus on industrialisation.
Infrastructure in Denmark and abroad
34
Aarsleff is a general infrastructure contractor. The activities include construction of roads, bridges, tunnels, airports, sewerage systems with reservoirs, energy supply, communications network etc. Other infrastructure competencies comprise harbours, ferry berths, coastal protection and embankments. We have more than 40 years of experience in cofferdams and underground structures, and we have built up comprehensive geotechnical qualifications.
Also, within the past ten years, Aarsleff has developed competencies within railway work and establishment of offshore wind farms and today, we are among the industry's leading players.
Aarsleff emphasises the importance of combining different civil engineering works and turning them into turnkey projects by entering into framework agreements with public utility companies within treatment of potable water and wastewater.
Industrialisation and optimisation
Throughout the years, Aarsleff has made a targeted effort to optimise processes. This means that we have industrialised a number of products and services. This concerns particularly piling and trenchless pipe renewal. In both areas, we have carried out a cost optimisation of all phases.
Joint competencies
Aarsleff has established subsidiaries that are independent companies but at the same time part of the total competencies of the Aarsleff Group.
We strive to exploit the joint competencies and create synergy in the business and product development.
Nationally as well as internationally, Aarsleff makes a targeted effort to establish competent and competitive consortia and working relationships capable of tendering for large jobs in Denmark and abroad.
C o l l a b o r a t i o n a n d s y n e r g y – open, professional and creative collaboration
4
Aarsleff wants to be a collaboration partner who is highly professional, committed, careful, cost conscious and flexible.
We have built up a number of specialised competencies within Construction, Piling and Pipe Technologies. They are all part of the vision of supplying the best product.
Collaboration comes naturally to Aarsleff
In our experience, the best collaboration is gained when the customer joins forces with the consultant and the contractor to perform a given task.
In addition to the technical qualifications, the concept of collaboration is deep-rooted in the individual employee. This is reflected by openness, trust and the will to collaborate professionally on the individual projects. Aarsleff gladly participates as an active sparring partner in framework agreements, partnering and Public Private Partnerships (PPPs).
Optimisation of projects
Partners to the Aarsleff Group on complex construction projects will benefit from the specialised competencies we have built up over many years. We have gathered a team of highly qualified employees with a special expertise in developing and planning optimum projects. We can contribute consultancy and optimisation already in the planning phase.
We want each individual project to be successful. An important tool in this connection is our project management which is characterised by openness and a flexible attitude to achieve the best result.
Synergy yields results
Aarsleff wants to trade on the synergy between the specialised products and the companies within the Group. The daily effort by which employees share knowledge and collaborate across organisational units yields better solutions. This creates openness and a will to communicate internally as well as externally. An open dialogue promotes innovation and initiative – all these are essential for a sound and forwardlooking product development.
One common contractor's culture
We are tied together by one common contractor's culture, formulated through a practical set of values. The Aarsleff culture is strong and down-to-earth.
We are characterised by keeping our word, and we are a reliable partner in all situations. We deliver on time and as agreed. Our flexible project organisation makes it possible to adjust the work to most foreseen and unforeseen incidents.
The employees are the foundation
Aarsleff is characterised by having competent, flexible, diligent and enterprising employees. These are the values which we find should characterise collaboration at a professional level. This applies to the small details as well as in the overall perspective.
collaboration and synergy Glimpses of the year
Specialist skills combined in round reservoir
A new round reservoir in Aarhus is a good example of Aarsleff's specialist skills within both design and construction of underground structures.
The round shape was made in close col laboration internally and contributed to a more competitive bracing with concrete ring beams in three levels.
The reservoir is executed as a partnering contract and is 54 metres in diameter and has a capacity of 16,000 cubic metres.
Five long-term agreements in West Denmark
The Danish utility companies Århus Vand A/S and Kolding Spildevand A/S have both signed partnering framework agreements with Aarsleff.
In addition, framework agreements have been signed with the Danish utility companies Favrskov Forsyning A/S, Esbjerg Forsyning A/S and Silkeborg Spildevand A/S.
All agreements run over the next four to six years and comprise planning and execu tion of trenchless pipe renewal of collectors and laterals as well as manholes.
Another four years with Copenhagen Energy
The framework agreement with Copenhagen Energy on rehabilitation and renewal of the district heating system has been prolonged for another four-year period.
In the autumn of 2010, the agreement involves 50 employees working on 10 to 15 different locations in central Copenhagen.
Expectations to annual revenue are for a profit of DKK 50 million, and the work is executed in collaboration with Kamco A/S.
specialise in earthwork and construction work, underground structures and marine construction. Within all three areas, we have many years of experience from big as well as small projects. All three areas are deeply rooted in our contractor's culture.
Earthwork and construction work
Aarsleff possesses special qualifications to build roads, bridges, tunnels, airports, gas pipelines and major sewerage systems with reservoirs and installations. We have also built up specialised knowledge within communication lines and high-tension lines.
Marine construction
For more than 40 years, Aarsleff has developed the competencies and equipment to build harbours, ferry berths, coastal protection and embankments. In addition, we execute a number of specialised jobs such as sea crossings and dredging works.
Underground structures
Since the 1960s, Aarsleff has established cofferdams and underground structures. We handle major, complex assignments which call for a unique specialised knowledge of geotechnical work. The underground structures comprise
underground car parks.
Geotechnical specialities and equipment
Aarsleff has translated the geotechnical challenges into a number of specialised competencies. For instance, we handle groundwater lowering, horizontal drilling, vertical drilling and soil anchors. This requires well-educated employees with a vast experience and special-purpose machines that have been adjusted to the varying conditions.
Synergy and corporate culture
Aarsleff has many years of experience in building up specialised competencies for a specific infrastructure area. We have a corporate culture by which initiative and adaptability are part of everyday life. Our organisation is flexible and competencies are used across the Group.
There is a natural, close working relationship between the parent company and the subsidiaries Petri & Haugsted as, Wicotec A/S, Dan Jord A/S, Brødrene Hedegaard A/S and Aarsleff Bygg- och Anläggnings AB.
We work together to execute large, prestigious contracts, and we are also highly focused on executing minor and medium-sized contracts efficiently and cost-consciously, for example as operational and service contracts.
infrastructure specialists Glimpses of the year
Land development work at the Marble Pier in Copenhagen
Aarsleff is currently executing the large har bour structures and land development work for the transformation of the Marble Pier in Copenhagen's North Harbour.
Work is executed both offshore and onshore and involves stone work, sheet piling, marine construction and earthwork including pumping-in of 35,000 cubic metres of sand and handling of 25,000 cubic metres of contaminated soil.
The first phase of the land development work has been completed and handed over to the client. However, our work continues until 2016.
Feasibility studies in Fehmarn Belt
North-east of the German city Puttgarden, Aarsleff has initiated the feasibility studies for the construction of the fixed link across the Fehmarn Belt.
One of the purposes of these studies is to establish how the seabed reacts to excava tions. This is established by means of offshore test excavations at a depth of 20 metres. In addition to this, Aarsleff is to install two pile groups of each nine piles. Both reinforced concrete piles and tubular steel piles are installed to document the bearing capacity of each of the two pile types.
Concurrent construction of three bridges
Aarsleff is constructing three motorway bridges for the extension of the express way from Riis to Ølholm north of Vejle in Denmark. Two of the bridges are free-stand ing and in addition to this, we are extending an existing bridge.
An efficient project group established across Aarsleff's divisions as well as our experience and specialist skills enable us to work on all three bridges concurrently. The large, roughly 159-metre-long, 9-metre-high and 15-metre-wide bridge is scheduled for completion in the spring of 2011.
W i n d t u r b i n e f o u n d a t i o n s
8
– for the CO2 friendly energy production of the future
Installation of foundations near the Danish island of Sprogø.
Aarsleff is one of the world's leading companies within establishment of offshore wind farms. Since the establishment of Nysted Offshore Wind Farm at Rødsand in 2002, we have installed more than 350 offshore wind farm foundations in concrete and steel, and also, we have contracts for almost 200 scheduled for execution in 2011 and 2012.
anemometer masts
Besides foundations for offshore wind farms and transformers, Aarsleff has also supplied and installed 15 offshore anemometer masts during the past 15 years. The masts which are all located in Northern Europe have typically been installed three to five years before establishment of the offshore wind farms – with the sole purpose of registering the wind in the area.
Experience from the world's largest projects
Establishment of offshore wind farms is developing rapidly, and especially in Denmark and in Great Britain the wish to produce CO2 friendly energy has resulted in construction of some of the world's largest offshore wind farms. Aarsleff has taken a very active part in this work and consequently, we have a market leading position internationally.
Unique expertise
Our technical competencies also comprise design and construction. In particular, when we are involved in challenging engineering disciplines or alternative solutions e.g. in connection with soil investigations, concrete and steel structures and marine construction. As a result, we are able to offer optimised solutions within production and installation of both steel and concrete structures, technically as well as economically.
International collaboration partners
Since 2004, Aarsleff has collaborated with German Bilfinger Berger GmbH, which also has vast experience from large, international projects and specialises in marine construction. Many of the large offshore wind projects have been carried out within this working relationship, e.g. London Array Offshore Wind Farm, Rødsand 2 and Horns Rev 2.
Profound knowledge of the business
Being two of the largest contractors within marine construction in Northern Europe, the Aarsleff Bilfinger Berger JV I/S possesses a large fleet of floating rigs. Also, both companies have profound knowledge of the limited number of shipping companies within the business that have specialised installation vessels as well as of the subsuppliers, subcontractors and equipment leasing companies that specialise in hammers, lifting equipment and drilling equipment.
Besides the established collaboration with Bilfinger Berger GmbH, Aarsleff is continuously working to establish complementary strategic working relationships with a view to extending and maintaining our market leading position.
Wind turbine foundations Glimpses of the year
World's largest offshore wind farm
20 kilometres off the coast in the Thames estuary in the North Sea, the London Array Offshore Wind Farm – the world's largest offshore wind farm – is being established.
The contract comprises production and installation of 177 monopile foundations as well as installation of wind turbines. The monopiles are up to 60 metres long and weigh 500 tons. Besides the monopile, the foundation consists of a transitional piece with a weight of 400 tons and a length of up to 30 metres. The foundation diameter is 5.7 metres.
The project is carried out in collaboration with German Bilfinger Berger GmbH, and the contract value is approx. DKK three billion.
Anemometer mast near Copenhagen
250 metres off the coast of Avedøre Holme, Aarsleff has established a new anemometer mast. The mast is to collect wind and weather data from one of the two 3.6 MW wind tur bines nearby.
The foundation for the mast consists of three large steel pipes which are driven into the seabed. On top of the steel pipes, we have installed a concrete platform and then, with the assistance of a mobile crane placed on one of our working barges, we have installed the 90-metre-long lattice mast.
The entire project was carried out in ten weeks.
inauguration of Rødsand 2 and Sprogø
Denmark's two newest offshore wind farms at Rødsand and Sprogø have now been inau gurated. The Rødsand 2 contract consisted of production and installation of 92 gravity foundations with a weight of 1,300 tons each.
Both offshore wind farms have been carried out in collaboration with German Bilfinger Berger GmbH. The value of the con tracts was DKK 700 million.
R a i l w ay w o r k – infrastructure on rails
10
Newly renovated railway cutting at Vesterport, Copenhagen.
Aarsleff has pooled the Group's expertise and vast experience within railway work in the subsidiary Aarsleff Rail A/S. With Aarsleff Rail as our point of departure, we want to contribute to solving future challenges in the railway field either alone or in collaboration with other international specialists within railway work.
A large market potential
The Danish railway system is about to undergo large and ambitious renewal and rehabilitation work. The political ambition is to renew the railway system to prepare Denmark for more traffic, higher speed limits and enhanced safety.
The challenges of the future
The railway work is an interesting technical challenge that calls for a wide spectrum of skills from track work, bridges, traction current, high-tension current, remote control and general interlocking systems.
Aarsleff has extended its specialised skills within this area in spite of a fluctuating market in recent years. Aarsleff Rail wants to be a competitive railway contractor possessing the expertise to carry out a wide range of extensive railway work both in own production as well as in consortia with other international railway contractors.
Future organisation
Future jobs within railway construction, rehabilitation and maintenance work are to be executed in close collaboration and by using specialised employee skills and specialised equipment.
In the railway field, we have such specialised employee resources and qualifications as well as the required special equipment.
Top training and information
Working with infrastructure on rails places heavy demands on the qualifications and knowledge sharing of the employees, and we are committing resources to providing the required training of the individual employees of Aarsleff Rail.
Railway work Glimpses of the year
Track work between Holbæk and Roskilde From April to August, around 60 employees have worked on track renewal at the Danish stations in Holbæk, Vipperød, Tølløse and Hvalsø.
A total of five kilometres of worn-down tracks have been renewed, and Aarsleff Rail has built up completely new sub-layers at half the stretch. Also, at all stations, we have established drainage and carried out track alignment by means of Aarsleff Rail's own track alignment vehicle.
The work was carried out without inconvenience to the train traffic and the passengers.
Newly renovated railway cutting
In the railway cutting at Vesterport Station in Copenhagen, the railway cutting walls, the bridges at Kampmannsgade and at Ved Vesterport have been renovated and rein forced. Also, the concrete railing at street level has been pulled down and replaced by a new, reinforced railing which meets modern requirements to traffic safety but resembles the original railing from the 1920s.
The renovation work which had a value of DKK 40 million was completed in September 2010 and carried out by the consortium Pihl-Aarsleff Brokonsortie I/S.
Concrete bridge pushed into place
With an average speed of ten metres per hour, a 50-metre-long, 7.5-metre-high and 2,000-ton-heavy concrete tunnel was pushed 130 metres from the casting site at Svanemøllen Barracks to the final position in the crossing between the Ring Line and the North Line near Copenhagen.
The installation was carried out during a 31-day-long track possession during which 35,000 tons of materials were moved, the old tunnel demolished, new sheet pile walls installed and 30,000 tons of materials have been built in as backfilling.
The project was carried out by the consor tium Pihl-Aarsleff Brokonsortie I/S.
11
I n t e r n a t i o n a l a c t i v i t i e s
– synergy across frontiers
12
Aarsleff is an international company organised with foreign subsidiaries. As part of the Aarsleff Group, any competence of the Group is readily available to the individual subsidiaries. This means that a national working relationship with an Aarsleff company also constitutes collaboration with an international Group.
Synergy across frontiers
We use our experience from the Danish domestic market to strengthen our position on the foreign markets. By combining competencies in the parent company and the subsidiaries, we are building up a solid foundation which draws on our cross-border experience.
We aim at establishing a uniform and international project culture. Therefore, we focus on providing training and education to local manpower.
International partnerships
At Aarsleff, we consider the world our place of work, and we take part in international partnerships through which we participate in turnkey contracts and as a specialised contractor on specific projects. We participate in extensive and professional consortia with Danish and foreign collaboration partners.
It is clear that Aarsleff and its employees benefit from collaborating across frontiers in international partnerships and consortia.
A reliable partner
The Aarsleff culture is based on professionalism, initiative and a short chain of command. This characterises our project managers, our employees and the way we work – nationally as well as internationally. We are a reliable partner who implements projects professionally, irrespective of where in the world these take place.
Despite cultural and regional differences, there is an unambiguous attitude towards professional contracting and a will to exploit the business-related synergy possibilities on the international market.
Aarsleff makes a targeted effort to establish competent and competitive consortia and working relationships that are able to tender for major international contracts.
26 international activities Glimpses of the year
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New road contract in Tanzania
A A 33 During the year, Aarsleff entered into a new road contract in Tanzania. We are to rehabilitate a 95-kilometre-long road stretch from Laela to Sumbawanga. The road will be upgraded from a poorly maintained gravel road to a two-lane road which is expected to be completed in 2013.
D01120K DK:3.28 BK:2.06 The contract includes excavation, backfilling, lime stabilisation, laying of gravel and road surfacing and is carried out in collaboration with BAM International bv from the Netherlands whom we are already collaborating with in Tanzania.
New harbour in Swinoujscie
In Swinoujscie, Poland, Aarsleff is build ing a jetty and other structures for the construction of a new LNG terminal. Our work includes stone and concrete work as well as installation of sheet piles, piles and combiwall.
ø800bt-24.6\$ The project is carried out in collaboration with Boskalis International bv from the Netherlands, Hochtief Construction AG from Germany and Doraco from Poland, and Aarsleff's share of the total contract value is approx. DKK 400 million.
Water treatment in Latvia
In the south-eastern part of Latvia, Aarsleff has designed and constructed a wastewater treatment plant and a water treatment plant for the town of Kraslava's 10,500 inhabitants. The groundwater supply to the water treatment plant comes from wells nearby, and the plant is capable of treating approx. 2,200 cubic metres of water each day.
MDK: BK:1.97 A The contract value is DKK 62 million, and the project also included a new access road, electrical power and water supply network, wastewater pressure main, sludge beds and a septic receiving sludge station.
I n d u s t r i a l i s a t i o n i n P i p e T e c h n o l o g i e s
– high tech product development and synergy
14
Packing of Aarsleff Liner with ice in Hasselager, Denmark.
Aarsleff is among the leading companies in the world within trenchless pipe renewal. Through the past 30 years, we have built up specialised knowledge and further developed the trenchless pipe renewal method which is based on the principle of installing a new lining in existing pipes and pipelines.
The method comprises horizontal pipes in the ground and vertical pipes in buildings. We renew wastewater pipes, drinking water pipes, industrial process pipes, vertical pipes and ducts in buildings as well as manholes.
Method development
Aarsleff currently develops new technology and units that take up minimum space, consider the environment and cause the least possible inconvenience to the traffic and the citizens.
In addition to CCTV vehicles for inspection and documentation, we use purpose-built units which are small, mobile factories. The mobile units can be used irrespective of the site conditions. This makes it possible for Aarsleff to offer turnkey solutions and install complete, new linings and transitional profiles in places that are normally inaccessible, e.g. narrow backyards, train platforms and basements.
Product development
All materials are produced at our own factory in Hasselager, and Aarsleff's laboratory performs a control of the products
applied on an ongoing basis. Development of new materials is handled and tested by competent employees. Completed renewal jobs are also inspected and documented by the laboratory.
Quality assurance
Aarsleff is a front runner when it concerns the demands for increased quality. Therefore, Aarsleff in Denmark is affiliated with the DTVK Scheme for TV Inspection, the Control Scheme for Pipeline Rehabilitation and ISO certifications for quality as well as the environment.
The extensive quality assurance is also reflected in laboratory tests and tests of excavated pipes. We expect a service life of minimum 100 years for an Aarsleff CIPP Lining.
Industrialisation in Pipe Technologies
Aarsleff actively markets its highly industrialised product, primarily targeted towards the European markets, including the Baltic States, Russia and Ukraine. Also, Aarsleff has subsidiaries specialising in trenchless pipe renewal in a number of countries.
The gain from the industrialisation in Pipe Technologies is a high-quality product with low costs and a high common standard in Denmark and abroad. A development that is strengthened by synergy processes between the competencies of the parent company and the subsidiaries and through the joint export organisation in Denmark.
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industrialisation in Pipe Technologies Glimpses of the year
Renewal project in Olympic Tower
Aarsleff in Finland has renewed the down pipe in the 72-metre-high Olympic Tower in Helsinki. The tower, which is part of the Olympic Stadium, was built in 1938 and is one of Helsinki's most famous landmarks.
The downpipe is encased in the high tower, and since the renewal work was submitted to strict requirements on not to change the struc ture of the tower or carry out demolition, CIPP Lining was the right solution.
After careful planning and calculations, Aarsleff carried out a DN100 millimetre CIPP Lining in the defective downpipe. At the same time, we renewed all laterals. The work, which was carried out from the top of the tower, took just four days.
Old pipeline with a new geometry
At Viby Stadium in Aarhus, Aarsleff has converted the geometry of a sewer pipe in collabo ration with the client.
The pipeline ran beneath two playing fields, the sports centre buildings and an athlet ics field, and it was severely plagued by rats. However, the shape of the pipe made CIPP Lining impossible to begin with. Therefore, we cut off the flat benches, and new rounded benches were cast. Moreover, the new design makes the conditions for rats very difficult.
The almost 400-metre-long pipeline with a cross-sectional area of 1.8 metres and a height of 1.2 metres was renewed without excavation, and the playing fields were ready for the new season.
Newly developed unit for vertical downpipes
Aarsleff has developed a customised unit for renewal of vertical pipes. The unit can carry out CIPP Linings from DN50 millimetres to DN100 millimetres. Main downpipes are cured by means of steam, and laterals are coldhardened.
The unit is more compact than previously, and it has been reduced in weight as well as in volume. This means that the unit has been tailored to places that are difficult to access in residential buildings which form the basis of renewal of vertical pipes.
I n d u s t r i a l i s a t i o n i n P i l i n g
– cost-conscious product development
Secant pile wall in the centre of Aarhus, Denmark.
Today, Aarsleff is the leading and trendsetting contractor in Northern Europe within production and driving of concrete piles, establishment of complete cofferdams as well as installation of sheet piles. We want to keep this position and develop further.
Aarsleff aims at industrialising and standardising a number of piling products. This concerns the production and driving of concrete piles as well as installation of sheet piles.
Own production of piles
As part of this industrialisation, Aarsleff aims at a uniform pile production certified for quality. Against this background, we have established our own pile factories in Denmark, England, Poland and Sweden.
We continuously work on optimisation of processes and cost minimisation of the production.
Industrialisation on land
On land, we have specialised in piling and sheet piling jobs. Our region of operation is Northern Europe where the soil conditions are highly varied and require specific adjustments. The many years of experience enable us to supply an industrialised product which at the same time is flexible and adjustable to the conditions in question. We also carry out a number of foundation activities for wind turbine foundations on land.
Industrialisation at sea
We have a wide range of experience from many years of harbour and bridge projects as well as offshore wind farms in Denmark and abroad. Our expertise includes sheet piling, which is often executed under very difficult and alternating weather conditions.
Machines for all types of work
We consider it a very important competitive parameter to be able to offer a large and flexible train of machines. We aim at using our experience in the development of new methods and equipment. Therefore, we have allocated many technical resources to the ongoing adjustment of the large train of machinery.
It is important for us to execute our work with an absolute minimum of noise and vibration in consideration of the surrounding environment.
Collaboration and synergy
Industrialisation means standardised products that are used across the Aarsleff Group. These are primarily marketed in Denmark, Germany, England, Poland and Sweden. In these countries, we are represented by own subsidiaries.
Industrialisation and flexibility
Aarsleff offers a highly industrialised product and tailored solutions to special foundation jobs. The decisive thing for us is to be able to supply the right product at the right price and quality.
industrialisation in Piling Glimpses of the year
Secant pile wall without noise and vibrations
In the centre of Aarhus, Aarsleff has installed a 150-metre-long secant pile wall as part of the retaining wall for a two-storey underground car park in connection with the construction of a new hotel.
The wall is installed very close to the adjoining buildings and consists of bored, reinforced piles that are bored and cast in one working process – without noise and vibrations.
The piles are bored at depths of 14 metres and have a diameter of 520 millimetres.
Sheet-piled construction pits for new shopping centre
During the summer, Aarsleff has executed two sheet-piled construction pits for a new shopping centre in Birkerød, Denmark.
A total of 657 tons of sheet piles in lengths of 9-12 metres have been installed by driving and vibration – or a total of 600 metres of sheet pile wall.
The deepest sheet-piled construction pit was for a two-storey underground car park and was anchored with 78 anchors.
Foundation for nine high-rise buildings and an underground car park
In the autumn, Aarsleff has carried out the foundation for nine new high-rise buildings in Aarhus. In the coming four years, the buildings will be constructed at the street Søren Frichs Vej along Aarhus River.
The foundation consists of 1,000 piles in lengths of 18-28 metres and of the dimension 30 × 30 centimetres. The piles are produced in Aarsleff's production facilities in Vejle and subsequently installed in just 12 weeks.
The high-rise buildings will primarily be used for youth residence, and the first building will be finished in September 2011.
H i g h l i g h t s a n d f i n a n c i a l r at i o s f o r t h e G r o u p
| (DKK '000) | 2005/2006 | 2006/2007 | 2007/2008 | 2008/2009 | 2009/2010 |
|---|---|---|---|---|---|
| Income statement | |||||
| Revenue | 3,781,589 | 4,288,556 | 5,327,435 | 4,871,473 | 4,337,382 |
| Of this figure, work performed abroad | 1,413,949 | 1,555,906 | 1,596,572 | 1,716,042 | 1,489,609 |
| Operating profit | 113,967 | 175,700 | 288,695 | 210,137 | 62,195 |
| Profit before interest | 127,120 | 186,122 | 301,101 | 223,816 | 79,389 |
| Financial items, net | -16,914 | 806 | -21,009 | -15,470 | -13,590 |
| Profit before tax | 110,206 | 186,928 | 280,092 | 208,346 | 65,799 |
| Profit for the year | 92,705 | 148,031 | 210,250 | 156,135 | 48,008 |
| Balance sheet | |||||
| Non-current assets | 1,006,813 | 1,059,941 | 1,247,532 | 1,321,899 | 1,402,535 |
| Current assets | 1,433,212 | 1,666,622 | 1,967,802 | 1,835,430 | 2,110,948 |
| Total assets | 2,440,025 | 2,726,563 | 3,215,334 | 3,157,329 | 3,513,483 |
| Equity | 912,140 | 1,049,979 | 1,251,639 | 1,350,698 | 1,397,640 |
| Non-current liabilities | 315,206 | 362,530 | 398,941 | 422,302 | 384,217 |
| Current liabilities | 1,212,679 | 1,314,054 | 1,564,754 | 1,384,329 | 1,731,626 |
| Total equity and liabilities | 2,440,025 | 2,726,563 | 3,215,334 | 3,157,329 | 3,513,483 |
| Cash flow statement | |||||
| Cash flows from operating activities | 117,690 | 239,853 | 390,212 | 464,521 | 229,145 |
| Cash flows from investing activities | -282,232 | -171,653 | -316,688 | -271,039 | -216,541 |
| Of this figure, investment in property, plant and equipment, net | -223,468 | -166,903 | -308,496 | -298,303 | -252,408 |
| Cash flows from financing activities | 78,659 | -12,335 | -17,261 | -10,806 | -52,865 |
| Change in liquidity for the year | -85,883 | 55,865 | 56,263 | 182,676 | -40,261 |
| Financial ratios | |||||
| Gross margin ratio, % | 12.0 | 12.7 | 13.8 | 14.0 | 12.2 |
| Profit margin (EBIT margin), % | 3.0 | 4.1 | 5.4 | 4.3 | 1.4 |
| Net profit ratio (pre-tax margin), % | 2.9 | 4.4 | 5.3 | 4.3 | 1.5 |
| Return on invested capital (ROIC), % | 9.7 | 13.1 | 19.9 | 14.2 | 4.2 |
| Return on equity (ROE), % | 10.7 | 15.1 | 18.3 | 12.2 | 3.7 |
| Equity interest, % | 37.4 | 38.5 | 38.9 | 42.8 | 39.8 |
| Earnings per share (EPS), DKK | 44.8 | 71.5 | 101.8 | 76.4 | 24.6 |
| Share price per share of DKK 20 at 30 September, DKK | 504 | 770 | 488 | 576 | 410 |
| Price/equity value, DKK | 1.14 | 1.52 | 0.81 | 0.88 | 0.60 |
| Dividend per share, DKK | 4.80 | 4.80 | 4.80 | 4.80 | 4.80 |
| Number of employees | 2,670 | 2,839 | 3,181 | 3,217 | 3,162 |
T h e y e a r i n b r i e f
22
Trenchless pipe renewal at Aarhus City Hall.
The consolidated profit for the financial year 2009/2010 was DKK 66 million before tax against DKK 208 million the year before. Earnings expectations which were DKK 140 million before tax at the beginning of the financial year have been revised downwards three times during the financial year and came to DKK 60 million at the end of the third quarter. The general downturn in the economy has affected activity more than expected.
Revenue totalled DKK 4,337 million compared to DKK 4,871 million last financial year and was below expectations at the beginning of the financial year.
The Danish operations reported revenue of DKK 2,847 million compared with DKK 3,155 million last financial year. The foreign operations reported revenue of DKK 1,490 million against DKK 1,716 million last financial year.
The profit for the year was DKK 48 million after tax compared with DKK 156 million last year.
Results of the first six months were significantly influenced by the hard winter weather, and there was a revenue loss.
The market for civil engineering projects was characterised by keen competition within general civil engineering work. In view of the financial crisis, it is positive that the number of projects put out to tender has been high, but the margins are severely influenced by the competitive situation.
Cash flows from operating activities with deduction of investments constituted a positive liquidity flow of DKK 13 million against DKK 193 million last year. Total investments reached DKK 261 million. Interest-bearing liabilities less interest-bearing assets totalled a net debt of DKK 100 million against a net debt of DKK 87 million at 30 September 2009.
In Construction, the profit before interest amounted to DKK 19 million compared with DKK 130 million last year. In Pipe Technologies, the profit before interest amounted to DKK 36 million compared with DKK 48 million last year. In Piling, the profit before interest reached DKK 24 million compared with DKK 46 million last year.
Net profit ratio of the Group was 1.5% compared to 4.3% last financial year. Equity was 40% of the balance sheet total against 43% at the end of the previous financial year.
The number of full-time employees is 3,162 against 3,217 last year.
The Board of Directors recommends that the dividend remains unchanged at DKK 4.80 per share corresponding to DKK 11 million.
Extension of the container terminal in Port of Muuga in Estonia's capital Tallinn.
T h e f u t u r e
For the coming financial year, a profit before tax of DKK 120 million is anticipated. Revenue is expected to be significantly higher than the 2009/2010 level and is positively influenced by the activity of establishing the London Array Offshore Wind Farm. However, revenue is still affected by the downturn and the keen competition within general civil engineering work. The execution phase of the offshore wind turbine foundations for the London Array Offshore Wind Farm is not expected to begin until the second quarter of the financial year. Thus, the project's contribution to the expected results has been conservatively assessed.
Investments provided for in the budget amount to DKK 231 million. At the gateway to the new financial year, the volume of orders is higher compared to last year and is especially affected by the London Array contract.
As for civil engineering projects, 2010/2011 will be characterised by positioning and submission of tenders for large infrastructure projects which are to be executed in Denmark in future years and one-off contracts for execution abroad. We maintain our policy of selective order intake and focus on the areas where profitability is proportional to effort and risk.
We are making a dedicated effort to continued specialisation within demanding infrastructure projects, e.g. within railway work and execution of wind turbine foundations.
Within pipe renewal, we will continue to concentrate our activities within market and product development focusing on Europe.
Piling will focus its efforts on creating a good starting position once the activities resume a more normal level. The focus will still be on the primary markets in Denmark, England, Germany, Poland and Sweden.
We have good experience making long-term collaboration agreements on execution of work in multi-annual framework agreements within rehabilitation, maintenance and operation. We wish to further develop these activities aimed at the public and the private sector.
The company considers an equity interest of 40-45% appropriate in consideration of the company's financial conditions. An equity ratio above this level will initially be met by acquisition of treasury shares subject to the approval of the Annual General Meeting. The purpose of acquisition of treasury shares is to have liquidity and capital reserves for potential major acquisitions. The next step will be an increase of the dividend possibly combined with continued acquisition of treasury shares.
T h e p a s t y e a r i n C o n s t r u c t i o n
Segment results came to DKK 19 million before interest or 0.7% of revenue. Results fell short of expectations. Revenue fell by 14% to DKK 2,572 million. Our Danish operations saw a revenue decline of 10% to DKK 2,218 million, and revenue in our foreign operations fell by 33% to DKK 354 million.
The declining economic trends and the hard winter weather have affected activity and results significantly. The keen competition for civil engineering work has put downward pressure on the margins so that they are significantly lower than usual. The general downturn in the economy has affected the activity more than expected at the beginning of the financial year.
The tendering activity is high. During the year, we have worked with positioning and submission of tenders for large infrastructure projects which are to be executed in Denmark in future years.
During the course of the year, we have continued our work of seeking contracts which involve the contractor at an early stage and which comprises design, planning and execution.
The activity within offshore wind farm foundations is high. Design and planning for the London Array Offshore Wind Farm have been completed during the course of the financial year, and the execution phase is expected to begin in the second quarter of the financial year 2010/2011.
The Group's expertise within railway activities has been pooled in Aarsleff Rail A/S with a view to strengthening the business area by specialisation and dedicated development. Aarsleff Rail A/S performed below expectations primarily as a result of a disappointingly low level of activity on the Danish railway market.
Petri & Haugsted as specialises in cable works and communication lines. Results were affected by the downturn in the economy and the cold winter weather and fell short of expectations.
Wicotec A/S carries out technical installations and service as well as cable work and district heating installations. The company has increased focus on technical contracts, and together with the subsidiaries E. Klink A/S and Danklima A/S the activities form a whole. Results fell short of expectations and were strongly affected by the downturn in the construction industry.
Dan Jord A/S's activities include civil engineering work, paving work, establishment of sports fields, golf courses and service work. Results were above expectations as a result of increased activity within operating and maintenance contracts.
Brødrene Hedegaard A/S undertakes operational tasks for Copenhagen Airports A/S. Results were above expectations in spite of the general downturn in economy.
Aarsleff Bygg & Anläggnings AB carries out civil engineering work primarily in the Malmö region. Results were below expectations, however, the order intake has improved during the financial year.
In the new financial year, we expect a significantly higher level of activity as a result of the activity of establishing the London Array Offshore Wind Farm. The outlook is for a profit before interest of 1% of revenue. Long-term earnings expectations are 4%, and long-term expectations to revenue development will follow economic trends and market openings.
Execution of one of three bridges at the expressway from Riis to Ølholm, Denmark.
T h e p a s t y e a r i n P i p e T e c h n o l o g i e s
Segment results came to DKK 36 million or 4.2% of revenue. Results were not quite in line with expectations. Revenue fell by 11% to DKK 856 million. Our Danish operations saw a revenue decline of 7% to DKK 339 million, and revenue in our foreign operations fell by 13% to DKK 517 million.
The activity level of the utility companies in Denmark within pipe renewal was low during the first half of the financial year and influenced by the hard winter weather. The activity level in the second half of the year is approaching a more normal level. The same tendency has characterised the Housing and Industry segments on the Danish market.
26
During the financial year, Pipe Technologies has entered into a number of framework agreements with customers on pipe renewal collaboration over a period of years. Our experience with this type of contract is good as this form of collaboration provides increased efficiency through joint development and planning.
The competitive situation within trenchless pipe renewal puts pressure on the margins in the Danish market as well as in the other European markets. We continue our focus on product and method development with a view to increasing our competitiveness.
A During the financial year, export projects within drinking water supply and wastewater as well as trenchless pipe renewal reported results above expectations despite the financial crisis. The activities primarily concern the Baltic States, Russia and Ukraine.
Germany is the biggest market for trenchless pipe renewal in Europe. Our German associate is equally owned with an American partner. Results fell short of expectations.
In the subsidiaries in Sweden, Poland and Italy, results fell short of expectations while results in Finland and Russia are above expectations.
In Taiwan, operations have progressed as planned. During the financial year, we have set up businesses in the Netherlands and England within trenchless pipe renewal.
At our production plant in Hasselager, we manufacture and impregnate the polyester felt liners that are used for pipe renewal. Also, based in Hasselager, our activities within product and method development are carried out, and we have established a production engineering centre that supports sales and production in the departments and in the subsidiaries.
In the new financial year, we expect moderate growth and a profit before interest of 4% of revenue. Long-term earnings expectations are 6%, and long-term expectations to revenue development are 5 to 10% per year.
Renewal of horizontal downpipes at Aarhus City Hall.
31
26
The Aarsleff Liner is sewn at the factory in Hasselager, Aarhus.
T h e p a s t y e a r i n P i l i n g
28
Segment results came to DKK 24 million before interest or 2.6% of revenue. Results fell short of expectations. Revenue fell by 1% to DKK 909 million. Our Danish operations saw a revenue decline of 10% to DKK 290 million, and revenue in our foreign operations rose 4% to DKK 619 million.
Firstly, the Piling segment consists of the activities related to the highly industrialised system of precast concrete piles which is marketed in Denmark, England, Germany, Poland and Sweden. In addition, the segment contains related geotechnical services and an increasing number of projectbased activities that involve foundation work. These are carried out in integral collaboration with Construction, e.g. the contract for establishment of the London Array Offshore Wind Farm.
The hard winter weather has affected results, and the decline in the construction industry has affected the level of activity and results more than expected at the beginning of the financial year. The completion of one-off contracts in Poland has influenced fourth quarter results extremely positively.
In Denmark, the level of activity has been low and affected by the downturn in the economy within the construction industry. Capacity adjustments have been made.
In the course of the financial year, we have continuously carried out productivity improvements, for example by incorporating the same standards, methods and equipment in the four pile factories in Denmark, England, Poland and Sweden.
The specialised section for geotechnical drillings experienced a high level of activity, for example in connection with feasibility studies regarding the Fehmarn Belt Link.
The subsidiaries in England, Germany and Sweden were strongly affected by the downturn, and operations were loss-making. Results fell short of expectations.
The subsidiary in Poland contributed extraordinarily good results owing to the completion of one-off contracts. Results exceeded expectations significantly.
Centrum Pæle A/S reported results above expectations due to an increasing level of activity in the second half of the financial year.
In the new financial year, we expect a significantly higher level of activity as a result of the activity of establishing the London Array Offshore Wind Farm. The outlook is for a profit before interest of 5% of revenue. Long-term earnings expectations are 6%, and long-term expectations to revenue development are 5 to 10% per year.
Production of reinforced concrete piles at Centrum Pæle A/S in Vejle, Denmark.
29
I n f o r m a t i o n t o s h a r e h o l d e r s
Share capital
30
The share capital is DKK 45.3 million divided into DKK 2.7 million A shares and DKK 42.6 million B shares.
The B share capital is quoted on NASDAQ OMX Copenhagen A/S. The B share capital is distributed on shares of a nominal value of DKK 20 and at 30 September 2010, it comprised 2,130,000 shares. The B shares are negotiable instruments issued to bearer but can be registered in the name of the holder in the company's register of shareholders.
The A share holding consists of 135,000 shares and carry 10 times the voting rights compared to the B shares. The A shares are non-negotiable instruments.
Shareholders
All A shares are owned by the fund Per og Lise Aarsleffs Fond.
Shareholders who own more than 5% of the share capital or control 5% of the voting rights are stated at the top of the following page.
As at 20 December 2010, 3,877 shareholders were registered, corresponding to approx. 76% of the share capital.
Shareholders may exercise their voting rights at the Annual General Meeting only after having had their shares entered on the company's register of shareholders or after due notification and documentation of their acquisition of shares prior to the convening of the Annual General Meeting.
Treasury shares
At the end of the financial year, the holding of treasury shares was 226,500 B shares of a nominal value of DKK 4.5 million and an acquisition cost of DKK 63.2 million.
At 30 September 2010, the market capitalisation of treasury shares was DKK 92.8 million.
The holding of treasury shares has been acquired to increase the financial flexibility for future acquisitions.
Market capitalisation
At 30 September 2010, the market capitalisation of the company shares (exclusive of treasury shares) was DKK 836 million.
Capitalisation and dividend policy
The company considers an equity interest of 40-45% appropriate in consideration of the company's financial conditions. An equity ratio above this level will initially be met by acquisition of treasury shares subject to the approval of the Annual General Meeting. The purpose of acquisition of treasury shares is to have liquidity and capital reserves for potential major acquisitions. The next step will be an increase of the dividend possibly combined with continued acquisition of treasury shares.
Shareholders at 20 December 2010 Number of shares Percentage of capital Percentage of votes Tillægspension, Hillerød 226,324 9.99 6.96 Per og Lise Aarsleffs Fond, Åbyhøj – A shares 135,000 5.96 41.49 Per og Lise Aarsleffs Fond, Åbyhøj – B shares 13,169 0.58 0.40 Treasury shares 226,500 10.00
Stock exchange announcements
| 13 | October 2009 | Major shareholder announcement |
|---|---|---|
| 3 | November 2009 | Aarsleff signs contract for the world's largest offshore wind farm |
| 7 | December 2009 | Aarsleff enters into agreement with Insituform Technologies, Inc. |
| 18 | December 2009 | Preliminary announcement of the Financial Statements for 2008/2009 |
| 29 | January 2010 | Annual General Meeting of Per Aarsleff A/S |
| 24 | February 2010 | Interim Report for the period 1 October-31 December 2009 |
| 26 | February 2010 | Insiders' trading |
| 5 | March 2010 | Aarsleff enters into agreement on land development works at Marmormolen in Copenhagen |
| 8 | March 2010 | Changes in share capital |
| 3 | May 2010 | Aarsleff signs new road construction contract in Tanzania |
| 21 | May 2010 | Aarsleff enters into contract for harbour construction in Swinoujscie, Poland |
| 26 | May 2010 | Interim Report for the period 1 October 2009-31 March 2010 |
| 16 | June 2010 | Acquisition of treasury shares |
| 31 | August 2010 | Interim Report for the period 1 October 2009-30 June 2010 |
| 1 | September 2010 | Insiders' trading |
| 15 | November 2010 | Aarsleff takes over the shares in VG Entreprenør A/S |
| 20 | December 2010 | Preliminary announcement of the Financial Statements for 2009/2010 |
Financial calendar
| 31 | January 2011 | Annual General Meeting is held at the Group headquarters, Lokesvej 15, Aabyhoej, at 15:00 |
|---|---|---|
| 4 | February 2011 | Dividend paid to shareholders |
| 25 | February 2011 | Preliminary announcement of the Financial Statements for Q1 of 2010/2011 |
| 27 | May 2011 | Preliminary announcement of the Financial Statements for H1 of 2010/2011 |
| 31 | August 2011 | Preliminary announcement of the Financial Statements for Q3 of 2010/2011 |
December 2011 Preliminary announcement of the Financial Statements for 2010/2011
C o r p o r a t e g o v e r n a n c e i n A a r s l e f f
With one exception, Aarsleff's Management has decided to follow the recommendations of NASDAQ OMX Copenhagen A/S on good corporate governance, found on www.corporategovernance.dk. The exception concerns the remuneration of the Executive Management. The company has not, contrary to recommendations, specified the remuneration to the individual members of the Executive Management, cf. the section on remuneration of the Board of Directors and the Executive Management.
The below statement concerns the recommendations which were updated most recently on 10 December 2008.
In April 2010, new recommendations were published. These will apply to the financial year 2010/2011 and are being implemented.
Relations to shareholders
32
Aarsleff was founded in 1947. The company was introduced to NASDAQ OMX Copenhagen A/S in 1984. Subsequently, the share capital has been further increased and today, the total share capital is DKK 45.3 million, distributed on 2.7 million unlisted A shares carrying a voting right of 10 per share and 42.6 million listed B shares carrying a voting right of one per share.
The Management is of the opinion that such distribution of the voting rights provides the required peace and decision-making competence for the company to reach its strategic goals.
Information about the capital structure can be found in the section Information to the shareholders on page 30.
The Board of Directors convenes the shareholders to the Annual General Meeting with sufficient notice. Agenda as well as terms and conditions of power of attorneys etc. will be sent out to registered shareholders on request. Registration can take place at www.aarsleff.com.
The company's articles of association are available at www.aarsleff.com.
Relations to partners
The mission statement of the Aarsleff Group involves a wish to be known for…
- being people who can be trusted
- giving job satisfaction and development a high priority
- possessing the engineering and contracting qualifications of the future
- having high standards of project management and professional cooperation
• being a professional and reliable business partner
• considering the world our place of work.
Aarsleff's mission statement materialises, in relation to our partners, in the professionalism shown in the execution of our work and through our respect for customers, colleagues within the business and our employees. Aarsleff offers attractive work places in which safety, job satisfaction and lifelong development are given pride of place. Through our work, Aarsleff wants to compare with the best within the business. This goes for the professional implementation of our work as well as profitable growth, competitiveness and a sound financial situation.
The Aarsleff Code of Conduct states the general principles of the company's way of working. The Board of Directors of the company has approved the principles, which have subsequently been communicated to the employees. Aarsleff's Code of Conduct is available at www.aarsleff.com.
The Aarsleff Code of Conduct determines the rules of good behaviour with respect to employees, the environment and ethics essential to the working relationship in which Aarsleff participates.
The principles and rules have been prepared in accordance with the UN's Universal Declaration of Human Rights, the ILO Convention and UNICEF's Convention on the Rights of the Child.
Openness and transparency
Aarsleff has established an Investor Relations policy for the communication of information to shareholders, investors and partners. The policy is available to all interested parties at www.aarsleff.com.
The Group publishes quarterly reports on the financial results and communicates on a current basis with investors and other partners.
During the course of the year, two investor meetings for analysts and others with particular interest have been held. The latest presentation is available at www.aarsleff.com.
At www.aarsleff.com, elaborating information in Danish and English can be found on the business areas of the Group as well as on the financial situation.
Tasks and responsibilities of the Board of Directors
The Board of Directors determines the business concept and overall goals and strategies and deals with the overall management of the Group.
Board meetings are held at least five times a year with the participation of the Executive Management. The Chairman and the Deputy Chairman are responsible for the satisfactory function of the Board of Directors at all times.
In accordance with section 31 of the Danish Auditors' Act, an Audit Committee has been established. The Audit Committee consists of three board members and functions also as Nomination Committee and Remuneration Committee. The Committee holds three annual meetings. The terms of reference for the Committee are available at www.aarsleff.com.
The rules of procedure of the Board of Directors are reviewed annually to ensure that the Board of Directors undertakes its most important assignments in relation to the overall strategic management and control of the company and the current assessment of the work of the Board of Directors. The duties of the Chairman and the Deputy Chairman are also described in the rules of procedure.
Composition of the Board of Directors
The Board of Directors consists of four external board members, elected for one year at a time in connection with the Annual General Meeting. In addition, two board members are elected by the staff for a four-year term.
The Board of Directors' work, results and composition are evaluated once a year. The evaluation is conducted by the Chairman of the Board by interviews of the individual board members. The result has been discussed in the entire board.
In the procedures for recommendation of new candidates to the Board of Directors, we seek to safeguard the principles of diversity and representation of all important competencies so that the Board can continue to carry out its work in the best possible way. The Board of Directors believes that the number of members of the Board is appropriate, and that the appropriate composition of essential competencies in the Board is ensured. The competencies comprise e.g. experience with management of large international companies (Andreas Lundby), including listed companies (Peter Arndrup Poulsen), legal insight (Carsten Fode), financial insight (Niels Skovgaard Møller) and knowledge of the business (Leif Endersen and Søren Kristensen).
In the business procedure, the company has established an age limit for the work of the board members of the company. Board members cannot be elected or re-elected after the year they turn 70.
Remuneration of the Board of Directors and the Executive Management
The Board of Directors and the Executive Management receive a fixed annual remuneration which is stated in the annual report.
No incentive programmes have been established for the Board of Directors, the Executive Management or other executive employees. The Group has no share option schemes or similar.
No extraordinary redundancy schemes or other agreements imposing extraordinary obligations on the company have been made with the Board of Directors, the Executive Management or other executive employees.
The policy on remuneration of the Board of Directors and the Executive Management has not been changed as compared to last financial year and is not expected to be changed in the coming financial year.
The current annual remuneration of the individual board members is stated in the section Executive Management and Board of Directors on page 40. The Chairman and the Deputy Chairman do not receive separate remuneration for sitting on the Audit Committee. An ordinary member receives DKK 50,000 as remuneration for sitting on the Audit Committee.
On page 40, the shareholding of the individual board members is stated as well as the total shareholding of the Executive Management.
Risk management
The annual report includes separate information on the most significant commercial and financial risks that may affect the company.
Audit
For the audit of the annual report, the Annual General Meeting of the company elects one state authorised public accountant for a period of one year, following a recommendation from the Board of Directors.
Prior to the recommendation, the Audit Committee performs an assessment of the auditor's competence and independence.
33
R i s k a s s e s s m e n t
Commercial risks
34
Within our specialised fields, we execute a number of routine jobs involving a large degree of repetition. One of the effects of the repetition is the possibility to control and reduce errors and risks. A systematic work is carried out to identify and remove sources of error, and the repetition provides an opportunity to monitor, control and inspect the work.
Also, we minimise risks on large one-off projects by entering into joint venture agreements. By doing so, a harmonisation of the organisational capacity as well as reduced effects from unsuccessful projects can be obtained. As far as possible, we collaborate with already known partners. For projects in unknown markets, we frequently seek a local partner to minimise the risk of first errors.
A special form of hedging is integration of design and planning. Traditionally, a contractor does not become part of a project until a firm of consulting engineers has completed the design, and the tender phase is over. However, there is a tendency to involve the contractor early when initiating the designing. In some instances, this form of collaboration leads to partnering contracts and in other instances to design and construct contracts. We actively participate in this development process.
Financial risks
The Aarsleff Group has performed a considerable amount of work abroad in recent years. This entails exposure to a number of financial risks concerning both profit and balance sheet. The risks are monitored and controlled centrally within Per Aarsleff A/S in accordance with the foreign exchange and interest rate policy adopted by the Board of Directors. The policy involves a low risk profile, so that risks will only occur on the basis of business matters.
Foreign exchange risks
It is the Group's policy to reduce its foreign exchange risks, as individual projects and markets are assessed with a view to hedging. Normally, currency overdraft facilities are established on the basis of a current calculation of the foreign exchange exposure of the most important currencies. Moreover, forward exchange contracts and options are used. Short and long-term receivables from group enterprises are not hedged.
Interest rate risks
At the end of September 2010, the Group's interest-bearing liabilities less interest-bearing assets totalled approx. DKK 100 million. In order to minimise interest as well as risks, we have entered into cash pool and interest netting agreements in DKK, SEK, EUR and GBP with the Group's Danish bank.
Credit risks
The majority of the Group's customers consist of public or semi-public clients and as such, the exposure to financial losses is at a minimum. The Group's receivables from the sale to other customers have been exposed to the usual credit risk. Therefore, a credit rating of the customers is carried out prior to commencement of a contract. To the extent that it is appropriate and possible, receivables from sale are hedged via bank and insurance guarantees and letters of credit.
Liquidity and borrowing risks
It is Group policy to have a significant cash reserve. The stable and good financial position of the Group entails a high creditworthiness which is reflected in appropriate credit facilities and loan commitments, short-term as well as long-term.
management's review
Number of employees
I n t e r n a l c o n t r o l a n d r i s k m a n a g e m e n t i n f i n a n c i a l r e p o r t i n g
Aarsleff's internal controls and risk management relating to financial reporting are made with a view to presenting financial statements that comply with International Financial Reporting Standards (IFRS), as adopted by the EU, and additional Danish disclosure requirements for listed companies.
The internal controls and risk management systems have been made with a view to providing reasonable and fair security that errors and defects in the financial statements are discovered and rectified so that the annual report provides a true and fair view without material misstatements as well as with a view to ensuring that the choice and use of accounting policies are appropriate and that accounting estimates are performed responsibly.
The Aarsleff Group's internal control and risk management systems relating to financial reporting have been updated in the financial year 2008/2009 and are now based on the internationally recognised COSO framework. The framework has been implemented in the parent company and in the Danish subsidiaries and is being implemented in the rest of the Group.
Control environment
36
The Board of Directors has appointed an Audit Committee whose primary purpose is to assist the Board of Directors in monitoring financial reporting and the adequacy of the Group's internal controls and risk management systems.
The Audit Committee has supervisory responsibilities and reports to the entire Board. The responsibility for the day-to-day maintenance of effective internal controls and a risk management system for financial reporting rests with the Executive Management. Managers at different levels are responsible within their respective areas.
Responsibility and powers are defined in the Board of Director's instructions to the Executive Management, policies, procedures and code. The Board of Directors approves the company's primary policy for communications, treasury and finance policy as wells as risk management and the company's code of business conduct.
48 50 52 54 56 58 60 62
The Executive Management approves other policies and procedures, and the responsible functions issue guidelines and monitor the use of all policies and procedures. The organisational structure and internal guidelines together with laws and other rules form the control environment.
Risk assessment
Aarsleff's Executive Management carry out an annual risk analysis with a view to assessing key risks in the financial reporting process, including a separate assessment of the risk of material misstatement of the annual report due to fraud.
The risk assessment, which is allocated to items and individual processes in the financial reporting, forms the basis of the determined risk management policy which is to ensure that relevant risks are managed and reduced to an acceptable level.
Control activities
The aim of the control activities is to prevent, discover and correct any errors and irregularities. The activities are integrated in the company's accounting and reporting procedures and include for example procedures for certification, authorisation, approval, reconciliation, analyses of results, separation of incompatible functions, controls concerning IT applications and general IT controls.
Aarsleff's concept of internal controls determines standards for control activities concerning financial reporting. The purpose of these standards is to provide security for and maintain a uniform level for internal control concerning financial reporting in the Group.
Information and communications
ø800bt-24.6\$ Aarsleff maintains information and communications systems to ensure that the presentation of accounts is cor rect and complete. Accounting rules, procedures and other reporting instructions are updated as needed and reviewed at least once a year. We find it important that they are available – together with other policies which are relevant for the internal control of financial reporting – for relevant employees.
D01010K BK:1.44
kanal 3200x1700
27
29
31
26
ø800bt-23.7\$ D
The Aarsleff Group's accounting policies are specified in accounting and reporting instructions submitted to the Group's subsidiaries each year.
Monitoring
23
25
MDK: BK:1.97 Aarsleff uses a comprehensive management control system to monitor the company's results which makes it possible at an early stage to detect and correct any errors and irregularities in financial reporting, including disclosed weaknesses in internal controls, lack of compliance with procedures and policies etc.
A A Compliance with accounting policies is currently moni tored at group level and other operating levels by independ ent controllers. This includes an annual review and assess ment of whether the control design of relevant subsidiaries complies with the standards of the Aarsleff Group's concept for internal controls.
An annual assessment of the control design and the effectiveness hereof is carried out. The Audit Committee is informed of the result. Similarly, the Audit Committee receives observed control weaknesses and recommen dations from the auditor elected at the Annual General Meeting. The Audit Committee monitors that the Executive Management reacts efficiently to weaknesses or shortcom ings and that measures relating to risk management and internal controls in connection with the financial reporting are implemented as planned.
C o r p o r a t e s o c i a l r e s p o n s i b i l i t y 32
40 42 44 46
38
Aarsleff wishes to operate a responsible and healthy business to create job satisfaction, growth and development. We are aware that we are an integrated part of society, and we wish to always comply with current norms, requirements and legislation. We respect our surroundings and want to contribute with continuous efficiency gains of our services, many of which are requested by our public sector customers.
We wish to support society's interest for environmental improvements, among other things by reducing energy consumption through the use of environmentally friendly methods. In addition, we wish to keep working with improvements of the working conditions of our employees. We wish to take on this responsibility and be a credible partner to our customers and business connections as it contributes positively to the company's results and the wellbeing of our employees.
The above-mentioned position on corporate social responsibility is based on Aarsleff's Code of Conduct and is also included in our occupational health and safety policy.
In 2009/2010, we have focused on the following areas:
- Further development of our infrastructure projects to deal with environmental impacts. This is done through product development and development of new improved product solutions with reduced environmental impact compared to previous solutions.
- Increased knowledge sharing with our customers through framework agreements with public sector companies. This means that in collaboration with the
customer, we focus our efforts on method development, appropriate plans for execution and specific customer preferences.
48 50 52 54 56 58 60 62
28
• Improved employee safety and collaboration to maintain satisfied employees which are capable of working fully responsibly with regard to safety and health.
To ensure a continuous development of our corporate responsibility, we wish to focus on the below-mentioned areas over a period of 3-5 years.
Environmental aspects
We contribute to Denmark's leading position within environmentally friendly energy. Our work as a contractor on some of the world's largest offshore wind farms, first Nysted Offshore Wind Farm, then Horns Rev 2 and most recently Rødsand 2 has meant that this field has been further developed and practically executed. During this financial year, we will start the execution of foundations for the London Array Offshore Wind Farm as contractor.
Through these ongoing offshore wind farm projects and through training of our employees, we obtain great knowledge about the practical execution of the projects. In this way, society obtains a particular competitive advantage. We focus on executing the projects with the least possible use of environmentally unsustainable resources.
In our pile production at Centrum Pæle A/S, we have focused on minimising energy consumption since 2006. The highest energy consumption takes place in the production where an energy reduction of 30% has been obtained from 2000 to 2007 through production optimisation. We continue
our production optimisation activities in 2008- 2010 and expect to minimise energy consumption further.
Development of knowledge in interaction with the outside world
MD4502XP DK: BK:1.97 A We wish to build, expand and maintain our framework agreements with public sector customers because in this way, we can develop new methods that provide long-term environmental improvements. Our framework agreements with Aarhus Municipality on sewer system renewal are an example of this. Over a ten-year period, we are able to carry out optimum planning of the renewal work in collaboration with Aarhus Municipality; e.g. time in consideration of other activities in the area, prioritisation of the renewal together with the customer in order to replace the most critical pipes first as well as exploitation of the both the customer's knowhow and our own. Optimisation and project development also take place within choice of method as we collaborate with Aarhus Municipality on both trenchless pipe renewal and conventional sewer renewal.
A The framework agreement includes targets about competence development together with the customer within state-of-the-art pipe renewal techniques. Among other things, the development has resulted in decreasing prices – i.e. more sewer renewal for the money and increased competencies with the local authorities.
Safety and collaboration
ø800bt-24.6\$ We focus on occupational health and safety. We wish that our employees work safely and that attrition in the workplace is prevented. Our goal is to reduce the number of accidents at work by preventing that accidents occur. Wicotec A/S (in 2007), Petri & Haugsted as (in 2003) and Per Aarsleff A/S (in 2009) all hold an occupational health and safety certificate.
ø800bt-23.7\$ Dkanal 3200x1700 The sites of Aarhus Municipalities' reservoirs are an example of our safety culture. These are characterised by having managers and employees that give safety a high priority. A risk assessment of all new projects is prepared before the work is initiated, and the employees are involved in the planning at an early stage. The hourly workers are always consulted and are among the frontrunners when it comes to safety issues. Loyal reporting is done to the near-miss accidents scheme, and the workplace follows up with new and safe measures. In 2010, the smiley scheme was introduced during safety rounds with the well-known requirements to the smiley scheme from the Danish Working Environment Authority. The record is that during nine consecutive safety rounds, a green smiley was awarded at every round. The average is 3-4 clean rounds. There is an ideal collaboration between the management at the site and the hourly workers.
Accidents per million man-hours Based on reports at 31 December 2010
MBK:2.96 A E x e c u t i v e M a n a g e m e n t a n d B o a r d o f D i r e c t o r s
Executive Management
B.Sc. Eng. (hon). Ebbe Malte Iversen, 59 years old Managerial positions: The Danish Construction Association, The Export Section (Chairman) egetæpper a/s (Chairman) DHI Danish Project Export Network
B.Sc. Eng. Lars M. Carlsen, 49 years old
No external managerial positions.
Executive Management's total holding of shares in the company at 20 December 2010: 9,941 (at 18 December 2009: 9,941).
Board of Directors
State Authorised Public Accountant Niels Skovgaard Møller, Chairman, 66 years old Member of Per Aarsleff A/S's Audit Committee Joined the Board of Directors in 2001, considered an independent member. Current board remuneration: DKK 450,000. Holding of shares in the company at 20 December 2010: 1,400 (at 18 December 2009: 212). Managerial positions: Ordrup Invest ApS (General Manager) Erik Dam Holding A/S (Chairman) Erik Dam A/S (Chairman)
Vice-Managing Director Andreas Lundby, Deputy Chairman, 60 years old Chairman of Per Aarsleff A/S's Audit Committee
Joined the Board of Directors in 2009, considered an independent member. Current board remuneration: DKK 300,000. Holding of shares in the company at 20 December 2010: 0 (at 18 December 2009: 0). Managerial positions: Arla Foods a.m.b.a. (Vice-Managing Director) 4-Tune Invest ApS (General Manager) Andelssmør a.m.b.a. (Chairman) Arla Foods a.m.b.a. Arla Foods Finance A/S Arla Foods Holding A/S Arla Foods Ingredients a.m.b.a. (Chairman) Arla Foods International A/S
CEO Peter Arndrup Poulsen, 48 years old Member of Per Aarsleff A/S's Audit Committee
Joined the Board of Directors in 2009, considered an independent member. Current board remuneration: DKK 200,000, of which DKK 50,000 constitutes Audit Committee remuneration. Holding of shares in the company at 20 December 2010: 285 (at 18 December 2009: 0). Managerial positions: Tvilum-Scanbirk ApS (CEO) Noble-Nordmann Holding A/S
Attorney Carsten Fode, 61 years old
Joined the Board of Directors in 1992, cannot be considered an independent member due to his connection to the company's law firm. Current board remuneration: DKK 150,000. Holding of shares in the company at 20 December 2010: 1,000 (at 18 December 2009: 1,000). Managerial positions: Kromann Reumert (partner) 5. MAJ A/S A/S 48 ARoS (Chairman) AVK Gummi A/S AVK Holding A/S (Chairman) BCA Auto Auktion A/S B4Restore A/S (Chairman) Carl Hansen & Søn Møbelfabrik A/S (Chairman) Chris-Invest A/S CICO Invest A/S Dansk Bygningsanalyse A/S (Chairman) DMS Invest A/S (Chairman) Good Food Group A/S Meinertz A/S (Chairman) Orifarm A/S Redgreen A/S (Chairman) Silentor A/S (Chairman)
ø800bt-23.7\$ DForeman Leif Endersen (staff-elected), 47 years old
kanal 3200x1700 Joined the Board of Directors in 2000, cannot be considered an independent member due to his employment in the company. Current board remuneration: DKK 150,000. Holding of shares in the company at 20 December 2010: 90 (at 18 December 2009: 90). No external managerial positions.
Plant Driver Søren Kristensen (staff-elected), 50 years old
Joined the Board of Directors in 2008, cannot be considered an independent member due to his employment in the company. Current board remuneration: DKK 150,000. Holding of shares in the company at 20 December 2010: 20 (at 18 December 2009: 20). No external managerial positions.
From the left: Niels Skovgaard Møller, Peter Arndrup Poulsen, Ebbe Malte Iversen, Andreas Lundby, Carsten Fode, Lars M. Carlsen, Søren Kristensen and Leif Endersen.
e n d o r s e m e n t s
42
Management's Statement
The Executive Management and the Board of Directors have today considered and adopted the annual report of Per Aarsleff A/S for the financial year 1 October 2009-30 September 2010.
The annual report is prepared in accordance with International Financial Reporting Standards as adopted by the EU. Moreover, the annual report is prepared in accordance with additional Danish disclosure requirements for listed companies.
In our opinion, the consolidated financial statements and the financial statements give a true and fair view of the financial position at 30 September 2010 of the Group and the company and of the results of the Group and company operations and cash flows for 1 October 2009-30 September 2010.
In our opinion, Management's Review includes a true and fair account of the development in the operations and financial circumstances of the Group and the company, of the results for the year and of the financial position of the Group and the company as well as a description of the most significant risks and elements of uncertainty facing the Group and the company.
We recommend that the annual report be adopted at the Annual General Meeting.
Aarhus, 20 December 2010.
Executive Management
Ebbe Malte Iversen Lars M. Carlsen
Board of Directors
Chairman Deputy Chairman
Niels Skovgaard Møller Andreas Lundby Carsten Fode
Peter Arndrup Poulsen Leif Endersen Søren Kristensen
Staff-elected Staff-elected
Independent auditor's report
To the shareholders of Per Aarsleff A/S
We have audited the consolidated financial statements, the financial statements and Management's Review of Per Aarsleff A/S for the financial year 1 October 2009-30 September 2010. The consolidated financial statements and the financial statements comprise Income Statement, Statement of Comprehensive Income, Assets, Equity and Liabilities, Statement of Changes in Equity, Cash Flow Statement and Notes for both the Group and the company. The consolidated financial statements and the financial statements are prepared in accordance with International Financial Reporting Standards as adopted by the EU and additional Danish disclosure requirements for listed companies. Management's Review is also prepared in accordance with Danish disclosure requirements for listed companies.
Management's responsibility
Management is responsible for the preparation and fair presentation of the consolidated financial statements and the financial statements in accordance with International Financial Reporting Standards as adopted by the EU and additional Danish disclosure requirements for listed companies. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of consolidated financial statements and financial statements that are free from material misstatement, whether due to fraud or error. The responsibility also includes selecting and applying appropriate accounting policies, and making accounting estimates that are reasonable in the circumstances. Furthermore, Management is responsible for preparing a Management's Review that includes a true and fair account in accordance with Danish disclosure requirements for listed companies.
Auditor's responsibility and basis of opinion
Our responsibility is to express an opinion on the consolidated financial statements, the financial statements and Management's Review based on our audit. We conducted our audit in accordance with Danish Auditing Standards. Those Standards require that
we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the consolidated financial statements, the financial statements and Management's Review are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements, the financial statements and Management's Review. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, the financial statements and Management's Review, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the company's preparation and fair presentation of consolidated financial statements and financial statements and to the preparation of a Management's Review that includes a true and fair account in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by Management, as well as evaluating the overall presentation of the consolidated financial statements, the financial statements and Management's Review. We believe that the audit evidence we have obtained is suf-
ficient and appropriate to provide a basis for our audit opinion. Our audit has not resulted in any qualification.
Opinion
In our opinion, the consolidated financial statements and the financial statements give a true and fair view of the financial position of the Group and the company at 30 September 2010 and of the results of the Group and company operations and cash flows for the financial year 1 October 2009-30 September 2010 in accordance with International Financial Reporting Standards as adopted by the EU and additional Danish disclosure requirements for listed companies. Moreover, in our opinion, Management's Review includes a true and fair account of the development in the operations and financial circumstances of the Group and the company, of the results for the year and of the financial position
of the Group and the company as well as a description of the most significant risks and elements of uncertainty facing the Group and the company in accordance with Danish disclosure requirements for listed companies.
Aarhus, 20 December 2010.
PricewaterhouseCoopers
Statsautoriseret Revisionsaktieselskab
Niels Jørgen Lodahl Michael Nielsson
State Authorised State Authorised Public Accountant Public Accountant
F i n a n c i a l r e v i e w
The annual report of Per Aarsleff A/S for 2009/2010, comprising the financial statements of the parent company and the consolidated financial statements, has been prepared in accordance with International Financial Reporting Standards (IFRS) as adapted by the EU and additional Danish disclosure requirements for listed companies, cf. the financial reporting requirements of NASDAQ OMX Copenhagen A/S regarding listed companies and the IFRS notification issued according to the Danish Financial Statements Act. In addition, the annual report complies with the International Financial Reporting Standards (IFRS) issued by the IASB.
Income statement
Consolidated revenue for 2009/2010 fell by DKK 534 million or 11% from DKK 4,871 million to DKK 4,337 million. The decline was higher than expected at the beginning of the financial year.
Revenue from our Danish operations fell by DKK 308 million or 9.8% from DKK 3,155 million to DKK 2,847 million. Work performed abroad decreased by DKK 226 million or 13.2% from DKK 1,716 million to DKK 1,490 million. The decrease in exports was attributable to Construction with DKK 171 million and Pipe Technologies with DKK 78 million. Piling's exports increased by DKK 23 million.
Production costs, which comprise direct production costs and other production costs as well as depreciation on plant and profit from the sale of non-current assets, fell from DKK 4,189 million to DKK 3,809 million or by DKK 380 million corresponding to 9%. The gross profit decreased by DKK 154 million.
Administrative expenses and selling costs decreased from DKK 471 million to DKK 467 million or by DKK 4 million corresponding to 0.9%.
Operating profit came to DKK 62.2 million against DKK 210.1 million last year or a decrease of DKK 147.9 million.
Share of profit after tax in associates increased from DKK 13.7 million last financial year to DKK 17.2 million this year.
Financial income increased from DKK 4.3 million last financial year to DKK 5.8 million this year. Financial expenses have decreased from DKK 19.8 million to DKK 19.3 million. Financial items, net have thus improved as the net expenses have decreased by DKK 1.9 million.
Profit before tax was DKK 65.8 million against DKK 208.3 million last year.
Tax on profit for the year amounted to DKK 17.8 million corresponding to a tax rate of 27%. Tax for the year consists of a current tax expense of DKK 36.2 million and a tax income of DKK 18.4 million in the form of adjustments of deferred tax as well as tax assets. The Group's deferred tax assets have been conservatively
assessed based on expectations for realisation by set-off on future earnings.
The consolidated profit for the year was DKK 48 million after tax against DKK 156.1 million last year.
Balance sheet
The consolidated balance sheet total amounted to DKK 3,513 million at 30 September 2010. This corresponds to an increase of DKK 356 million compared to the DKK 3,157 million balance sheet total at the end of last financial year.
On the asset side, the increase was attributable to non-current assets by DKK 81 million and to inventory and receivables by a total of DKK 304 million. Cash decreased by DKK 29 million.
Consolidated interest-bearing liabilities less interest-bearing assets constituted a net debt of DKK 100 million against a net debt of DKK 87 million at 30 September 2009.
Equity amounted to DKK 1,398 million at 30 September 2010 against DKK 1,351 million at the end of the previous financial year.
| Equity, DKK million | 2009/2010 | 2008/2009 |
|---|---|---|
| Equity at the beginning of the year | 1,351 | 1,252 |
| Dividend paid | -10 | -10 |
| Translation adjustments of | ||
| investments in foreign subsidiaries | ||
| and associates | 26 | -48 |
| Translation adjustments concerning | ||
| derivative financial instruments | -5 | -2 |
| Transferred from the profit of the year | 50 | 156 |
| Tax on changes in equity | 0 | 1 |
| Minority interest | 0 | 2 |
| Acquisition of treasury shares | -14 | 0 |
| Equity at year end | 1,398 | 1,351 |
Cash flow statement
Cash flows from operating activities amounted to DKK 229 million, against DKK 465 million last financial year or a decrease of DKK 235 million.
Cash flows from investing activities were negative at DKK 217 million against a negative DKK 271 million last financial year.
Cash flows from financing activities were negative at DKK 53 million against a negative DKK 11 million last year.
The change in liquidity for the year thus constituted a negative amount of DKK 40 million.
I n c o m e s tat e m e n t
52
1 / 1 0 -3 0 / 9 G r o u p Pa r e n t C o m pa n y
| Note | (DKK '000) | 2009/2010 | 2008/2009 | 2009/2010 | 2008/2009 |
|---|---|---|---|---|---|
| 5 | Revenue | 4,337,382 | 4,871,473 | 2,211,079 | 2,826,008 |
| 6, 7 | Production costs | -3,808,994 | -4,189,276 | -1,967,401 | -2,499,622 |
| Gross profit | 528,388 | 682,197 | 243,678 | 326,386 | |
| 6-8 | Administrative expenses and selling costs | -466,973 | -471,454 | -239,476 | -241,154 |
| 6, 9 | Other operating income and expenses | 780 | -606 | 474 | -81 |
| Operating profit | 62,195 | 210,137 | 4,676 | 85,151 | |
| 14 | Profit in subsidiaries | 18,383 | 90,903 | ||
| 14 | Profit in associates | 17,194 | 13,679 | 39,123 | 6,682 |
| Profit before interest | 79,389 | 223,816 | 62,182 | 182,736 | |
| 10 | Financial income | 5,753 | 4,287 | 7,454 | 4,847 |
| 10 | Financial expenses | -19,343 | -19,757 | -10,848 | -11,232 |
| Profit before tax | 65,799 | 208,346 | 58,788 | 176,351 | |
| 11 | Tax on profit for the year | -17,791 | -52,211 | -3,647 | -17,445 |
| Profit for the year | 48,008 | 156,135 | 55,141 | 158,906 | |
| The profit for the year accrues to | |||||
| The shareholders of Per Aarsleff A/S | 50,632 | 158,156 | 55,141 | 158,906 | |
| Minority shareholders | -2,624 | -2,021 | |||
| Total | 48,008 | 156,135 | 55,141 | 158,906 | |
| Proposed distribution of profit | |||||
| Dividend to shareholders | 10,872 | 10,872 | |||
| Transferred from the profit for the year | 44,269 | 148,034 | |||
| Total | 55,141 | 158,906 | |||
| 12 | Earnings per share (DKK) | ||||
| Earnings per share | 24.6 | 76.4 | 26.8 | 76.8 | |
| Diluted earnings per share | 24.6 | 76.4 | 26.8 | 76.8 | |
S tat e m e n t o f c o m p r e h e n s i v e i n c o m e
1 / 1 0 -3 0 / 9 G r o u p Pa r e n t C o m pa n y
| Note | (DKK '000) | 2009/2010 | 2008/2009 | 2009/2010 | 2008/2009 |
|---|---|---|---|---|---|
| Profit for the year | 48,008 | 156,135 | 55,141 | 158,906 | |
| Exchange rate adjustments relating to foreign entities | 26,551 | -46,708 | |||
| Fair value adjustments of derivative financial instruments, net | -4,183 | -1,620 | -4,183 | -1,620 | |
| Tax on other comprehensive income | 490 | 1,134 | 490 | 1,134 | |
| Other comprehensive income recognised directly in equity | 22,858 | -47,194 | -3,693 | -486 | |
| Total comprehensive income | 70,866 | 108,941 | 51,448 | 158,420 | |
| Total comprehensive income accrues to | |||||
| Shareholders of Per Aarsleff A/S | 73,490 | 110,962 | 51,448 | 158,420 | |
| Minority shareholders | -2,624 | -2,021 | |||
| Total | 70,866 | 108,941 | 51,448 | 158,420 |
B a l a n c e s h e e t
54
A s s e t s G r o u p Pa r e n t C o m pa n y
| Note | (DKK '000) | 30/9 2010 | 30/9 2009 | 30/9 2010 | 30/9 2009 |
|---|---|---|---|---|---|
| Goodwill | 40,987 | 40,987 | 1,116 | 1,116 | |
| Patents and other intangible assets | 7,393 | 7,396 | 3,352 | 4,901 | |
| 13 | Intangible assets | 48,380 | 48,383 | 4,468 | 6,017 |
| Land and buildings | 447,081 | 373,755 | 250,706 | 197,483 | |
| Plant and machinery | 732,159 | 745,091 | 311,032 | 318,701 | |
| Other plant, fixtures and operating equipment | 52,963 | 49,593 | 12,657 | 10,679 | |
| Property, plant and equipment in progress | 54,758 | 13,748 | 40,645 | 3,575 | |
| 13 | Property, plant and equipment | 1,286,961 | 1,182,187 | 615,040 | 530,438 |
| 14 | Investments in subsidiaries | 354,379 | 382,717 | ||
| 14 | Investments in associates | 61,413 | 83,405 | 22,544 | 27,832 |
| Receivables from subsidiaries | 32,656 | 33,149 | |||
| 11 | Deferred tax | 5,781 | 7,924 | 0 | 0 |
| Other non-current assets | 67,194 | 91,329 | 409,579 | 443,698 | |
| Non-current assets | 1,402,535 | 1,321,899 | 1,029,087 | 980,153 | |
| 15 | Inventories | 161,916 | 143,661 | 39,347 | 43,910 |
| 17 | Contracting debtors | 1,033,325 | 912,523 | 436,603 | 394,061 |
| 16 | Work in progress | 355,408 | 266,239 | 159,174 | 113,552 |
| Receivables from subsidiaries | 338,575 | 224,269 | |||
| Receivables from associates | 3,203 | 12,149 | 3,203 | 12,149 | |
| Other receivables | 119,720 | 38,766 | 105,663 | 27,576 | |
| Corporation tax receivable | 4,922 | 3,878 | 45 | 0 | |
| Prepayments | 15,206 | 12,621 | 2,291 | 542 | |
| Receivables | 1,531,784 | 1,246,176 | 1,045,554 | 772,149 | |
| 25 | Cash | 417,248 | 445,593 | 369,912 | 430,536 |
| Current assets | 2,110,948 | 1,835,430 | 1,454,813 | 1,246,595 | |
| Total assets | 3,513,483 | 3,157,329 | 2,483,900 | 2,226,748 |
| Note | (DKK '000) | 30/9 2010 | 30/9 2009 | 30/9 2010 | 30/9 2009 |
|---|---|---|---|---|---|
| Share capital | 45,300 | 45,300 | 45,300 | 45,300 | |
| Translation reserve | -18,887 | -45,419 | |||
| Hedging reserve | -4,866 | -1,173 | -4,866 | -1,173 | |
| Retained earnings | 1,365,179 | 1,338,451 | 912,933 | 881,715 | |
| Proposed dividend | 10,872 | 10,872 | 10,872 | 10,872 | |
| Equity, shareholders of Per Aarsleff A/S | 1,397,598 | 1,348,031 | 964,239 | 936,714 | |
| Minority interests' share of equity | 42 | 2,667 | |||
| 18 | Equity | 1,397,640 | 1,350,698 | 964,239 | 936,714 |
| Mortgage debt | 135,663 | 138,352 | 102,532 | 104,165 | |
| Credit institutions | 138 | 26,391 | 0 | 26,055 | |
| 19 | Provisions | 73,275 | 51,766 | 70,475 | 48,966 |
| 11 | Deferred tax | 175,141 | 205,793 | 112,534 | 109,934 |
| Non-current liabilities | 384,217 | 422,302 | 285,541 | 289,120 | |
| Mortgage debt | 2,340 | 990 | 1,350 | 0 | |
| Credit institutions | 379,110 | 367,194 | 270,276 | 282,436 | |
| 16 | Work in progress | 568,614 | 217,950 | 528,125 | 183,622 |
| 19 | Provisions | 17,750 | 24,121 | 14,557 | 21,775 |
| Trade payables | 407,406 | 432,513 | 191,240 | 238,162 | |
| Payables to subsidiaries | 83,132 | 118,881 | |||
| Payables to associates | 193 | 42 | 193 | 42 | |
| Corporation tax payable | 20,361 | 5,873 | 0 | 663 | |
| Other debt | 335,852 | 335,646 | 145,247 | 155,333 | |
| Current liabilities | 1,731,626 | 1,384,329 | 1,234,120 | 1,000,914 | |
| Total liabilities | 2,115,843 | 1,806,631 | 1,519,661 | 1,290,034 | |
| Total equity and liabilities | 3,513,483 | 3,157,329 | 2,483,900 | 2,226,748 |
Notes without reference
- 1 Accounting policies
- 2 Accounting estimates and assessments
- 3 New accounting standards and interpretations
- 4 Segment information
- 20 Credit, interest rate and foreign exchange risk and use of financial instruments
- 21 Contingent liabilities and other financial obligations
22 Related party transactions
C a s h f l o w s tat e m e n t
56
1 / 1 0 -3 0 / 9 G r o u p Pa r e n t C o m pa n y
| Note | (DKK '000) | 2009/2010 | 2008/2009 | 2009/2010 | 2008/2009 |
|---|---|---|---|---|---|
| Cash flow from operating activities | |||||
| Profit before interest | 79,389 | 223,816 | 62,182 | 182,736 | |
| Profit in subsidiaries and associates | -57,506 | -97,585 | |||
| Depreciation, amortisation and impairment loss | 179,670 | 165,124 | 78,998 | 76,321 | |
| 23 | Other adjustments | -4,329 | -14,796 | 10,706 | 3,509 |
| 24 | Change in working capital | 20,371 | 129,290 | -23,648 | 5,489 |
| Cash flow from operating activities before financial items and tax | 275,101 | 503,434 | 70,732 | 170,470 | |
| Interest received | 1,869 | 4,287 | 3,570 | 4,847 | |
| Interest paid | -15,459 | -19,757 | -6,964 | -11,232 | |
| Cash flow from ordinary activities | 261,511 | 487,964 | 67,338 | 164,085 | |
| Corporation tax paid | -32,366 | -23,443 | -1,265 | 2,206 | |
| Cash flow from operating activities | 229,145 | 464,521 | 66,073 | 166,291 | |
| Cash flow from investing activities | |||||
| 26 | Investments in subsidiaries | -5,865 | 0 | -17,017 | -54,378 |
| Investments in associates | -725 | 0 | -725 | 0 | |
| Investments in property, plant and equipment | -293,167 | -333,071 | -187,104 | -161,090 | |
| Investments in intangible assets | -2,803 | -39 | 0 | 0 | |
| Sale of property, plant and equipment | 40,759 | 34,768 | 28,636 | 21,403 | |
| Sale of associates | 20,166 | 0 | 20,166 | 0 | |
| Loans to subsidiaries | -1,834 | -2,262 | |||
| Loans to associates | 0 | -48 | 0 | 0 | |
| Dividends from subsidiaries and associates | 25,094 | 27,351 | 94,952 | 118,254 | |
| Cash flow from investing activities | -216,541 | -271,039 | -62,926 | -78,073 | |
| Cash flow from financing activities | |||||
| Repayment and reduction of non-current liabilities | -28,942 | -876 | -27,688 | -107 | |
| Dividend paid | -9,930 | -9,930 | -9,930 | -9,930 | |
| Acquisition of treasury shares | -13,993 | 0 | -13,993 | 0 | |
| Cash flow from financing activities | -52,865 | -10,806 | -51,611 | -10,037 | |
| Change in liquidity for the year | -40,261 | 182,676 | -48,464 | 78,181 | |
| Opening liquidity | 78,399 | -104,277 | 148,100 | 69,919 | |
| Change in liquidity for the year | -40,261 | 182,676 | -48,464 | 78,181 | |
| 25 | Closing liquidity | 38,138 | 78,399 | 99,636 | 148,100 |
S tat e m e n t o f c h a n g e s i n e q u i t y
| (DKK '000) | A shares | Share capital B shares |
Translation reserve |
Hedging reserve |
Retained earnings |
Proposed dividend |
Total |
|---|---|---|---|---|---|---|---|
| Equity at 1 October 2008 | 2,700 | 42,600 | 1,236 | -687 | 1,190,278 | 10,872 | 1,246,999 |
| Change in equity 2008/2009 | |||||||
| Exchange rate adjustment of foreign companies | -46,655 | -53 | -46,708 | ||||
| Reversal of fair value adjustments of derivative | |||||||
| financial instruments, transferred to the | |||||||
| income statement (financial items, net) | 839 | 839 | |||||
| Fair value adjustments of derivative financial | |||||||
| instruments | -2,459 | -2,459 | |||||
| Tax on derivative financial instruments | 1,134 | 1,134 | |||||
| Net gain/loss recognised directly in equity | 0 | 0 | -46,655 | -486 | -53 | 0 | -47,194 |
| Profit for the year exclusive of minority | |||||||
| shareholders | 147,284 | 10,872 | 158,156 | ||||
| Total comprehensive income | 0 | 0 | -46,655 | -486 | 147,231 | 10,872 | 110,962 |
| Dividend paid | -10,872 | -10,872 | |||||
| Dividend, treasury shares | 942 | 942 | |||||
| Total change in equity in 2008/2009 | 0 | 0 | -46,655 | -486 | 148,173 | 0 | 101,032 |
| Equity, shareholders of Per Aarsleff A/S | 2,700 | 42,600 | -45,419 | -1,173 | 1,338,451 | 10,872 | 1,348,031 |
| Minority interests' share of equity | 2,667 | ||||||
| Equity at 30 September 2009 | 1,350,698 | ||||||
| Change in equity 2009/2010 | |||||||
| Exchange rate adjustment of foreign companies | 26,532 | 19 | 26,551 | ||||
| Reversal of fair value adjustments of derivative | |||||||
| financial instruments, transferred to the | |||||||
| income statement (financial items, net) | 1,473 | 1,473 | |||||
| Fair value adjustments of derivative financial | |||||||
| instruments | -5,656 | -5,656 | |||||
| Tax on derivative financial instruments | 490 | 490 | |||||
| Net gain/loss recognised directly in equity | 0 | 0 | 26,532 | -3,693 | 19 | 0 | 22,858 |
| Profit for the year exclusive of minority | |||||||
| shareholders | 39,760 | 10,872 | 50,632 | ||||
| Total comprehensive income | 0 | 0 | 26,532 | -3,693 | 39,779 | 10,872 | 73,490 |
| Dividend paid | -10,872 | -10,872 | |||||
| Dividend, treasury shares | 942 | 942 | |||||
| Acquisition of treasury shares | -13,993 | -13,993 | |||||
| Total change in equity in 2009/2010 | 0 | 0 | 26,532 | -3,693 | 26,728 | 0 | 49,567 |
| Equity, shareholders of Per Aarsleff A/S | 2,700 | 42,600 | -18,887 | -4,866 | 1,365,179 | 10,872 | 1,397,598 |
| Minority interests' share of equity | 42 | ||||||
| Equity at 30 September 2010 | 1,397,640 |
S tat e m e n t o f c h a n g e s i n e q u i t y
| (DKK '000) | A shares | Share capital B shares |
Hedging reserve |
Retained earnings |
Proposed dividend |
Total |
|---|---|---|---|---|---|---|
| Equity at 1 October 2008 | 2,700 | 42,600 | -687 | 732,739 | 10,872 | 788,224 |
| Changes in equity 2008/2009 | ||||||
| Reversal of fair value adjustments of derivative | ||||||
| financial instruments, transferred to the | ||||||
| income statement (financial items, net) | 839 | 839 | ||||
| Fair value adjustments of derivative financial | ||||||
| instruments | -2,459 | -2,459 | ||||
| Tax on derivative financial instruments | 1,134 | 1,134 | ||||
| Net gain/loss recognised directly in equity | 0 | 0 | -486 | 0 | 0 | -486 |
| Profit for the year | 148,034 | 10,872 | 158,906 | |||
| Total comprehensive income | 0 | 0 | -486 | 148,034 | 10,872 | 158,420 |
| Dividend paid | -10,872 | -10,872 | ||||
| Dividend, treasury shares | 942 | 942 | ||||
| Total changes in equity in 2008/2009 | 0 | 0 | -486 | 148,976 | 0 | 148,490 |
| Equity at 30 September 2009 | 2,700 | 42,600 | -1,173 | 881,715 | 10,872 | 936,714 |
| Changes in equity 2009/2010 | ||||||
| Reversal of fair value adjustments of derivative | ||||||
| financial instruments, transferred to the | ||||||
| income statement (financial items, net) | 1,473 | 1,473 | ||||
| Fair value adjustments of derivative financial | ||||||
| instruments | -5,656 | -5,656 | ||||
| Tax on derivative financial instruments | 490 | 490 | ||||
| Net gain/loss recognised directly in equity | 0 | 0 | -3,693 | 0 | 0 | -3,693 |
| Profit for the year | 44,269 | 10,872 | 55,141 | |||
| Total comprehensive income | 0 | 0 | -3,693 | 44,269 | 10,872 | 51,448 |
| Dividend paid | -10,872 | -10,872 | ||||
| Dividend, treasury shares | 942 | 942 | ||||
| Acquisition of treasury shares | -13,993 | -13,993 | ||||
| Total changes in equity in 2009/2010 | 0 | 0 | -3,693 | 31,218 | 0 | 27,525 |
| Equity at 30 September 2010 | 2,700 | 42,600 | -4,866 | 912,933 | 10,872 | 964,239 |
There are no restrictions on equity. The share premium account of DKK 177.8 million has been transferred to retained earnings.
O v e r v i e w o f n o t e s
| Note | ||
|---|---|---|
| 1 | Accounting policies | |
| 2 | Accounting estimates and assessments | |
| 3 | New accounting standards and interpretations | |
| 4 | Segment information | |
| 5 | Revenue | |
| 6 | Depreciation, amortisation and impairment loss | |
| 7 | Staff costs | |
| 8 | Remuneration for the auditors appointed by the Annual General Meeting | |
| 9 | Other operating income and expenses | |
| 10 | Financial income and expenses | |
| 11 | Corporation tax | |
| 12 | Earnings per share | |
| 13 | Intangible assets and property, plant and equipment | |
| 14 | Investments in subsidiaries and associates | |
| 15 | Inventories | |
| 16 | Work in progress | |
| 17 | Receivables | |
| 18 | Equity | |
| 19 | Provisions | |
| 20 | Credit, interest rate and foreign exchange risks and use of financial instruments | |
| 21 | Contingent liabilities and other financial obligations | |
| 22 | Related party transactions | |
| 23 | Other adjustments – Cash flow statement | |
| 24 | Change in working capital – Cash flow statement | |
| 25 | Liquidity |
N o t e s t o t h e a n n u a l r e p o r t
Note
60
1 Accounting policies
Basis of accounting
The annual report of Per Aarsleff A/S for 2009/2010, comprising the financial statements of the parent company and the consolidated financial statements, has been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU and additional Danish disclosure requirements for listed companies, cf. the financial reporting requirements of NASDAQ OMX Copenhagen A/S regarding listed companies and the IFRS notification issued according to the Danish Financial Statements Act. In addition, the annual report complies with the International Financial Reporting Standards (IFRS) issued by the IASB.
The annual report is presented in Danish kroner (DKK), which is considered the primary currency for the Group's activities and the functional currency for the parent company.
The annual report was prepared on the basis of historical cost prices, except for certain financial instruments which are measured at fair value. Significant accounting policies are described below.
The accounting policies are unchanged from last year.
Description of significant accounting policies
Consolidated financial statements
The consolidated financial statements comprise the parent company Per Aarsleff A/S and the subsidiaries which are controlled by the parent company. The parent company is considered to be in control when the Group directly or indirectly holds more than 50% of the votes or otherwise is able to exercise or actually exercises control.
Enterprises in which the Group holds between 20% and 50% of the votes and exercises significant influence but not control are classified as associates and are recognised at net asset value.
The consolidated financial statements are prepared on the basis of financial statements for the parent company and the individual subsidiaries by combining accounting items of a uniform nature. At the consolidation, elimination is made of intercompany income and expenses, unrealised intercompany profits/losses, accounts and settlement of internal shareholdings. Investments in subsidiaries are set off against the parent company's share of the fair value of the subsidiaries' identifiable net assets and recognised contingent liabilities at the date of acquisition.
Joint ventures
The Group participates in a number of joint ventures, including consortia and working partnerships, in which none of the participating parties has controlling interest.
In joint ventures which are classified as jointly controlled operations, revenue and expenses as well as assets and liabilities relating to the jointly controlled operations are recognised in the financial statements of the parent company and in the consolidated financial statements according to the joint venture agreement.
Joint ventures which are classified as jointly controlled entities are recognised as pro rata consolidation in the consolidated financial statements. In the financial statements of the parent company, investments in jointly controlled entities are recognised at cost.
Business combinations
The purchase method is used for the acquisition of subsidiaries and associates. Identifiable assets, liabilities and contingent liabilities of the enterprises acquired are measured at fair value at the date of acquisition. Identifiable intangible assets are recognised if they can be separated and the fair value can be calculated reliably. Deferred tax on revaluations made is recognised.
The cost of an enterprise consists of the fair value of the remuneration paid with addition of the expenses directly attributable to the acquisition. If the final fixing of the remuneration is conditional upon one or more future events, these adjustments are recognised in cost only if the event concerned is likely to occur and the effect on the cost can be calculated reliably.
Positive differences between cost and fair value (goodwill) on acquisition of subsidiaries are recognised in intangible assets and are tested for impairment on an annual basis. On acquisition, goodwill is transferred to the cash-generating units, subsequently forming the basis of an impairment test. Positive differences (goodwill) on acquisition of associates are recognised in the balance sheet under investments in associates. Negative differences (negative goodwill) are recognised as income in the income statement at the date of acquisition.
Enterprises acquired are recognised from the date of acquisition, while enterprises sold are recognised up until the date of sale.
If the fair values of assets and liabilities acquired subsequently turn out to deviate from the values calculated at the date of acquisition, goodwill in this respect is adjusted until 12 months after the acquisition.
1 Accounting policies (continued)
Translation policies
A functional currency is determined for each of the reporting entities. The functional currency is the currency used in the primary financial environment in which the individual entity is operating. Transactions in other currencies than the functional currency are transactions in foreign currencies, which are translated into the functional currency at the exchange rates at the date of transaction.
Receivables and payables in foreign currencies are translated into the functional currency at the official exchange rates at the balance sheet date. Exchange differences arising between the transaction date rates and the rates at respectively the date of payment and the balance sheet date are recognised in financial items, net in the income statement.
The balance sheets and goodwill of foreign consolidated enterprises are translated at the exchange rate at the balance sheet date while the income statements are translated at the exchange rate prevailing at the date of transaction. Exchange differences arising upon translation of the equity of foreign subsidiaries and associates at the beginning of the year at the exchange rates at the balance sheet date as well as at the translation of income statements from the exchange rates prevailing at the date of transaction to the exchange rates at the balance sheet date are taken directly to equity as a special translation reserve.
Derivative financial instruments
Derivative financial instruments are recognised in the balance sheet at fair value. Positive and negative fair values of derivative financial instruments are included in other receivables and other debt respectively. Fair values are determined on the basis of market data as well as generally accepted valuation methods.
Changes in the fair values of derivative financial instruments that are designated and qualify as fair value hedges of a recognised asset or a recognised liability are recognised in the income statement as are any changes in the fair value of the hedged asset or the hedged liability.
Changes in the fair values of derivative financial instruments that are designated and qualify as hedges of expected future cash flows are recognised directly in equity. At realisation of the hedged transaction, gains or losses concerning such hedging transactions are transferred from equity and recognised in the same accounting item as the hedged instrument.
For derivative financial instruments not qualifying as hedges, changes in the fair value are recognised currently in financial items, net in the income statement.
Leases
Lease contracts whereby the Group bears substantially all the risks and rewards of ownership are treated as finance leases. Other lease contracts are treated as operating lease contracts. The Group's lease contracts are all classified as operating leases. Payments in connection with operating leases are recognised in the income statement over the lease term.
State grants
State grants comprise grants for projects and investments etc. Grants for projects are systematically booked as income in the income statement to offset the expenses for which they compensate. Grants for investments are set off against the costs of the assets for which grants are provided.
Segment information
The segment information has been prepared in accordance with the Group's accounting policies and is in accordance with the Group's internal management reporting.
Segment income and expenses as well as segment assets and segment liabilities include the items that are directly attributable to the individual segment as well as items that can be allocated to the individual segments on a reliable basis.
Segment assets comprise non-current assets used directly for segment operations, including intangible assets, property, plant and equipment and investments in associates as well as current segment assets used directly for segment operations, including inventories, trade receivables, other receivables and prepayments.
Segment liabilities related to segments comprise liabilities derived from segment operations, including trade payables, provisions and other debt.
Transactions between segments are priced according to assessed market values.
Allocation of revenue to geographical areas is stated according to the geographical location of the customers. Information on the allocation of segment assets into geographical segments is stated according to the physical location of the assets and comprises subsidiaries and joint ventures abroad.
N o t e s t o t h e a n n u a l r e p o r t
Note
62
1 Accounting policies (continued)
INCOME STATEMENT
Revenue
Revenue comprises finished contract work and contract work in progress as well as the sale of goods for resale and finished goods.
Revenue from the sale of goods for resale and finished goods is recognised in the income statement if delivery has taken place before the end of the year. Revenue is measured exclusive of value added tax and price reductions directly related to the sale.
Contract work in progress is recognised in revenue at the rate of completion, which means that revenue equals the selling price of the work completed for the year (percentage-of-completion method).
Production costs
Production costs comprise direct and indirect expenses paid to achieve revenue for the year, including expenses for materials, consumables, wages and salaries, leases, amortisation, depreciation and impairment losses, subcontractor expenses, expenses for planning and submission of tender as well as provision for bad debts in respect of work in progress and warranty obligations for finished contracts.
Administrative expenses and selling costs
Administrative expenses and selling costs comprise expenses for management and administration, including expenses for administrative staff, the Management, office supplies, insurance, sales and marketing as well as depreciation.
Other operating income and expenses
Other operating income and expenses comprise accounting items of a secondary nature in relation to the activities of the company.
Profit/loss on investments in associates in the consolidated financial statements
The share of profit/loss after tax in associates is recognised in the consolidated income statement after adjustment for unrealised intercompany gains/losses and less any impairment of goodwill.
Dividend on investments in subsidiaries and associates in the financial statements of the parent company
Dividend from investments in subsidiaries and associates are recognised as Profit in subsidiaries and Profit in associates in the income statement of the parent company in the financial year in which the dividend is declared. To the extent dividend exceeds accumulated earnings after the date of acquisition, the dividend is, however, recognised as write-down of the cost of the investment.
Financial items, net
Financial income and expenses comprise interest, capital gains and losses on securities as well as balances and transactions in foreign currencies, amortisation of financial assets and liabilities as well as extra payments and repayment under the on-account taxation scheme etc. Moreover, realised and unrealised gains and losses concerning derivative financial instruments that cannot be classified as hedging agreements are included.
Tax on profit/loss for the year
Per Aarsleff A/S is comprised by the Danish rules on compulsory joint taxation of the Danish companies of the Group. Subsidiaries are included in the joint taxation from the time when they are included in the consolidation in the Consolidated Financial Statements and until the time when they are excluded from the consolidation.
Per Aarsleff A/S is the administration company in respect of the joint taxation and consequently settles all payments of corporation tax with the tax authorities.
The tax effect of the joint taxation with the subsidiaries is allocated to Danish enterprises showing profits or losses in proportion to their taxable incomes (full allocation with reimbursement of tax losses). The jointly taxed companies are included in a Danish tax prepayment scheme.
Tax on profit for the year consists of current tax for the year and deferred tax for the year. The tax attributable to profit for the year is recognised in the income statement, whereas the tax attributable to equity entries is recognised directly in equity.
Changes in deferred tax as a consequence of changed tax rates are recognised in the income statement.
BALANCE SHEET
Intangible assets
Goodwill is initially recognised in the balance sheet at cost. Subsequently, goodwill is measured at cost less accumulated impairment losses. Goodwill is not amortised, but is tested for impairment once a year and when there is an indication of impairment, and if the recoverable amount is lower than the carrying amount, goodwill is written down to its lower recoverable amount in the income statement.
Note
1 Accounting policies (continued)
The carrying amount of goodwill is allocated to the cash generating units of the Group on the date of acquisition.
Patents and other intangible assets are measured at cost less accumulated amortisation and impairment losses. Amortisation is calculated on a straight-line basis over the period of the agreement or the useful life if this is shorter, at present corresponding to 5-7 years. The basis of amortisation is reduced by any impairment losses.
Property, plant and equipment
Property, plant and equipment are measured at cost less accumulated depreciation and impairment losses. Cost comprises the cost of acquisition and expenses directly related to the acquisition up until the time when the asset is ready for use. In case of assets of own construction, cost comprises direct and indirect expenses for labour, materials, components and subsuppliers as well as borrowing costs from specific and general borrowing related to the construction of that asset.
Depreciation is calculated on a straight-line basis over the useful lives of the assets, which are:
| Production buildings | 20 years |
|---|---|
| Administration buildings | 50 years |
| Plant and machinery | 8-10 years |
| Other plant, fixtures and operating equipment | 5-10 years |
| Land is not depreciated. |
The basis of depreciation is determined in consideration of the residual value of the asset less any impairment losses. The residual value is determined at the time of acquisition and is reassessed on an annual basis.
Property, plant and equipment are written down to the recoverable amount if this is lower than the carrying amount.
Gains and losses on the sale of property, plant and equipment are recognised in the income statement under production costs or administrative expenses, or other operating income/expenses, and are calculated as the difference between the selling price less selling expenses and the carrying amount at the time of the sale.
Investments in associates in the consolidated financial statements
Investments in associates are measured under the equity method.
In the balance sheet, the investments are measured at the proportionate share of the net asset value of the associates with deduction or addition of unrealised intercompany gains and losses, and with addition of the carrying amount of goodwill. Associates with negative net asset values are measured at DKK 0. Any legal or constructive obligation of the Group to cover the negative balance of the associate is recognised in liabilities.
Any receivables from associates are written down to the extent they are considered irrecoverable.
Investments in the financial statements of the parent company
Investments in subsidiaries and associates are measured at cost. Where the cost exceeds the recoverable amount, the investment is written down to its lower recoverable amount. The cost is written down to the extent that dividend received exceeds accumulated earnings after the date of acquisition.
Impairment of non-current assets
The carrying amounts of intangible assets, property, plant and equipment as well as other non-current assets are assessed at least once a year to determine whether there is any indication of impairment. If so, the recoverable amount of the asset is assessed. The recoverable amount of goodwill and intangible assets with indefinite useful lives is, however, always assessed on an annual basis.
If the asset does not generate cash flows independently, the recoverable amount of the smallest cash-generating unit of which the asset is part is determined.
The recoverable amount is the higher of the fair value of an asset less estimated selling expenses and value in use, which is the discounted value of expected future cash flows from the asset.
Impairment losses are recognised in the income statement when the carrying amount of an asset exceeds the recoverable amount of the asset.
Impairment losses on goodwill are not reversed. Impairment losses on other assets are reversed to the extent of changes in the assumptions and estimates underlying the impairment calculation. Impairment losses are reversed only to the extent that the new carrying amount of the asset does not exceed the carrying amount of the asset after amortisation/depreciation, had the asset not been impaired.
N o t e s t o t h e a n n u a l r e p o r t
Note
64
1 Accounting policies (continued)
Receivables from subsidiaries and associates
Receivables under non-current assets held to maturity are measured at amortised cost less impairment losses.
Inventories
Inventories are measured at the lower of cost under the FIFO method and net realisable value for the individual item groups.
The cost of raw materials, consumables and goods for resale equals landed cost.
The cost of finished goods comprises the cost of materials and direct labour with addition of indirect production costs. Financing expenses in the construction period are not recognised.
Receivables
Receivables are measured at amortised cost less provisions for bad and doubtful debts.
Work in progress
Contract work in progress is measured at the selling price of the work performed less invoicing on account and write-downs to meet expected losses.
The selling price is based on the stage of completion at the balance sheet date and the total expected income on the individual work in progress. The stage of completion is determined on the basis of an assessment of the work completed.
When it is probable that total expenses exceed total income from work in progress, provision is made to meet the total expected loss on the contract. When the selling price cannot be measured reliably, the selling price is measured at the lower of costs incurred and net realisable value.
Contracts on which the selling price of the work performed exceeds invoicing on account and expected losses are recognised in receivables. Contracts on which invoicing on account and expected losses exceed the selling price are recognised in debt. Prepayments from customers are recognised in liabilities.
Expenses relating to sales and tender work to secure contracts are expensed in the income statement in the financial year in which they are incurred.
Prepayments
Prepayments recognised as assets comprise expenses prepaid concerning subsequent financial years.
Equity
Proposed dividend
Dividend is recognised in liabilities at the time of adoption at the Annual General Meeting. Proposed dividend paid for the financial year is disclosed as a separate equity item.
Treasury shares
Purchase and sales sums as well as dividend relating to treasury shares are recognised in equity.
Translation reserve
The translation reserve in the Consolidated Financial Statements comprises exchange adjustments arising on the translation of the financial statements of foreign entities from their functional currencies into the Group's reporting currency (Danish kroner).
Upon full or part realisation of the net investment, exchange adjustments are recognised in the income statement.
Provisions
Provisions are recognised when the Group has an obligation in consequence of events occurred in the financial year or in previous years, when it is probable that settlement of the obligation will result in consumption of financial resources and when the obligation can be calculated reliably.
On measurement of provisions, the expenses required for settling the obligation are discounted if this has a material effect on the measurement of the obligation.
Warranty provisions are recognised as the contracts are completed and are measured based on experience.
1 Accounting policies (continued)
Corporation tax and deferred tax
As the administration company, Per Aarsleff A/S takes over the liability for the settlement of the corporation taxes of the subsidiaries with the tax authorities as the subsidiaries effect payment of their joint taxation contributions.
Deferred tax is measured under the balance sheet liability method in respect of all temporary differences between the carrying amount and the tax base of assets and liabilities. However, deferred tax is not recognised in respect of temporary differences concerning goodwill not deductible for tax purposes and other items – apart from business acquisitions – where temporary differences have arisen at the time of acquisition without affecting the profit for the year or the taxable income.
Deferred tax is measured on the basis of the tax rules and tax rates that will be effective when the deferred tax is expected to crystallise as current tax under the legislation at the balance sheet date. Where the tax base can be determined according to alternative taxation rules, deferred tax is measured on the basis of the planned use of the asset or the settlement of the obligation, respectively.
Provision is made for deferred tax to cover the retaxation of tax losses in foreign companies that are estimated to materialise.
Deferred tax assets, including the tax base of tax-loss carryforwards, are recognised at the value at which the asset is expected to be realised, either by elimination in tax on future earnings or by set-off against deferred tax liabilities.
Deferred tax assets and tax liabilities are presented offset within the same legal tax entity.
Financial liabilities
Mortgage debt and payables to credit institutions are recognised at the time of the raising of the loan at the proceeds received less transaction costs. In subsequent periods, financial obligations are measured at amortised cost, corresponding to the capitalised value when using the effective interest rate, so that the difference between the proceeds and the nominal value is recognised in the income statement over the term of the loan.
Other liabilities comprising debt to suppliers, group enterprises and associates as well as state grants and other debt are measured at amortised cost.
Deferred income
Deferred income, recognised in liabilities, comprise payments received concerning income in subsequent financial years.
CASH FLOW STATEMENT
The cash flow statement of the Group is prepared according to the indirect method based on the profit/loss before tax for the year.
The cash flow statement shows the cash flows for the year broken down by operating, investing and financing activities and how these cash flows have affected the cash and cash equivalents of the Group.
Cash flows from operating activities
Cash flows from operating activities are calculated as the profit/loss for the year before tax adjusted for non-cash operating items, changes in working capital, payments concerning financial income and expenses and corporation tax.
Cash flows from investing activities
Cash flows from investing activities comprise purchase and sale of enterprises, purchase and sale of intangible assets, property, plant and equipment and other non-current assets, dividend paid from associates as well as purchase and sale of securities that are not recognised as cash and cash equivalents. Cost is measured including acquisition costs and selling prices less trade charges. Cash flows concerning acquired enterprises are recognised from the date of acquisition, and cash flows concerning sold enterprises are recognised until the time of sale.
Cash flows from financing activities
Cash flows from financing activities comprise changes to the amount or composition of the Group's share capital, related expenses, raising of loans and repayment of interest-bearing debt as well as distribution of dividend to shareholders.
Cash and cash equivalents
Cash and cash equivalents comprise cash as well as securities with a time to maturity less than three months at the time of acquisition, which can readily be converted into cash and cash equivalents and which only carry an insignificant risk of changes in value.
N o t e s t o t h e a n n u a l r e p o r t
Note
66
1 Accounting policies (continued)
FINANCIAL RATIOS
Earnings per share and diluted earnings per share are calculated in accordance with IAS 33.
Other financial ratios have been prepared as stated below.
Definition of financial ratios
| Gross profit | ||
|---|---|---|
| Gross margin ratio | = | Revenue |
| Operating profit | ||
| Profit margin (EBIT margin) | = | Revenue |
| Net profit ratio (before tax) | = | Profit before tax |
| Revenue | ||
| Operating profit | ||
| Return on invested capital (ROIC) | = | Average invested capital including goodwill and minority interests |
| Return on equity (ROE) | = | Profit for the year exclusive of minority shareholders |
| Average equity exclusive of minority interests | ||
| Equity interest | = | Equity, at year-end |
| Total liabilities and equity, at year-end | ||
| Earnings per share (EPS) | = | Profit for the year exclusive of minority shareholders |
| Average number of shares in circulation | ||
| Share price, at year-end | ||
| Share price /equity value | = | |
| Equity value, at year-end |
2 Accounting estimates and assessments
Estimation uncertainty
Determining the carrying amount of some assets and liabilities requires estimates concerning future events. The estimates made are based on assumptions which management assesses to be reliable but which by their very nature are associated with uncertainty and unpredictability as unexpected events or circumstances may arise which may change the basis of the assumptions made.
Aarsleff is subject to risks and uncertainties which may lead to actual results differing from these estimates. Specific risks for the Aarsleff Group are discussed in the section Risk Assessment on page 34 of the Management's Review. The most significant accounting estimates in the annual report 2009/2010 are presented below:
Construction contracts
An essential prerequisite for using the percentage of completion method is that a reliable assessment of the revenue and expenses of the individual contracts can be made. However, expected revenue and expenses on a construction contract may change as the contract is performed, and uncertainties are resolved. Also, during the execution of the contract, revisions may occur, and the preconditions for the execution of the contract may turn out not to be fulfilled.
2 Accounting estimates and assessments (continued)
Aarsleff's internal business processes, management control and calculation tools together with the project management's knowledge and experience support the reliable measurement of work in progress in accordance with the percentage of completion method.
Impairment test
When testing for indicators of impairment of goodwill and other non-current assets, a number of assumptions are used in the calculations.
Estimates of future expected cash flows are based on budgets and business plans for the next three to five years and projections for subsequent years. Key parameters are revenue development, profit margin, future reinvestments and terminal period growth as well as the applied average cost of capital. The international economic crisis increases the uncertainty about the assumptions made.
Impairment tests of goodwill is further described in note 13.
Deferred tax assets
Aarsleff recognises deferred tax assets, including the tax value of tax-loss carryforwards, if it is assessed that there is sufficient documentation that these tax assets can be utilised in the foreseeable future.
The assessment is based on budgets and business plans for the coming three years, including planned commercial initiatives which are made in due consideration of actually realised results.
Contracting debtors
As described in note 17, Aarsleff uses individual estimates when assessing the requirement for writing down receivables. Aarsleff's procedures for credit risk control ensure that credit limits and possible collateral requirements are assessed on an ongoing basis. However, the international economic crisis increases the risk of losses on receivables; a fact which has been taken into consideration when assessing for indicators of impairment.
Warranty obligations
The assessment of warranty obligations for completed contracts is based on historical experience with similar work. Aarsleff currently uses new methods and technologies for the execution of contracts. In such cases, the extent to which warranty obligations can be expected is specifically assessed.
Contingent liabilities and lawsuits etc.
As part of the contracting business, Aarsleff may become a part in disputes and lawsuits. In such cases, the extent and the probability to which the cases will result in liabilities for Aarsleff are assessed. The assessments are based on available information and legal opinions from consultants. It can be difficult to estimate the final outcome which in the nature of things may deviate from Aarsleff's assessments.
Assessments as part of the applied accounting policies
In applying the Group's accounting policies, assessments as well as accounting estimates are made which may have a material impact on the amounts recognised in the annual report. This applies to leases and joint venture agreements.
Leases
Aarsleff has entered into a number of leases, primarily concerning motorised equipment. The treatment for accounting purposes is subject to the classification of the individual lease. The leases are made on the usual market terms and are classified as operating leases, among other things because the lease term is short compared to the useful life of the assets.
Joint ventures
Aarsleff has investments in a number of joint ventures, including consortia and working partnerships where the treatment for accounting purposes is subject to the classification of the individual joint venture. In the consolidated financial statements, all joint ventures are classified as jointly controlled activities. This also applies to the parent company except for the intercompany joint venture Aarsleff Rail A/S which is classified as a jointly controlled enterprise which means that the investment is measured at cost.
N o t e s t o t h e a n n u a l r e p o r t
Note
68
3 New accounting standards and interpretations
In its annual report for 2009/2010, Per Aarsleff A/S has applied all new and amended standards and interpretations which have become effective and endorsed by the EU as from the current financial period.
The standards and interpretations are as follows:
IFRS 8 "Operating Segments"
The standard implies that in future segment disclosures should be provided based on the company's management reporting. The standard has not implied any material changes to the Group's segment reporting for the current financial period.
IAS 1 "Presentation of Financial Statements"
The standard provides the possibility of presenting a new income statement and includes a requirement of presentation of a statement of comprehensive income. Apart from changes to possibilities and requirements relating to the presentation, the change is of no importance to equity and results for the current financial period.
IAS 23 "Borrowing Costs"
The amendment implies a requirement to capitalise borrowing costs on qualifying assets. As the amendment is to be implemented prospectively from the financial year 2009/2010, the amendment will only have an effect on fixed assets, if any, which are put into use or manufactured from and including the financial year 2009/2010. The standard is of no material importance to the Group's equity and results.
IAS 27 "Consolidated and Separate Financial Statements"
The change implies that the difference between the purchase price or the selling price, respectively, and the carrying amount should be disclosed as an equity transaction if the company acquires or sells investments in a subsidiary without giving up control. The amended standard has no effect on the annual report for the current financial period.
IAS 32 "Financial Instruments: Presentation"
This concerns the treatment for accounting purposes of financial instruments subject to mandatory redemption. The application of the amended standard has no effect on the annual report for the current financial period.
IFRS 2 "Share-based Payment"
This discusses the distinction between vesting conditions and restrictions and the treatment for accounting purposes of cancellations. As the Group does not presently have any share-based payment schemes, the standard has no effect on the annual report for the current financial period.
IFRS 3 "Business Combinations"
The amendment to IFRS 3 includes rules on calculation of the consideration for the business acquired, calculation of goodwill and that pre-existing relations between the acquirer and the business acquired should now be measured at fair value also. Furthermore, the standard includes amendments relating to recognition and measurement of identifiable assets and liabilities as well as new and additional disclosure requirements. The application of the amended standard has no effect on the annual report for the current financial period.
IFRIC 15 "Agreements for the Construction of Real Estate"
The interpretation concerns the rules for when the percentage-of-completion method may be applied for the construction of real estate. The interpretation is of no importance to the annual report for the current financial period.
IAS 39 "Financial Instruments"
The amendment indicates that it is not possible to let the time value of an option reflect the hedged risk, and that it is only possible to hedge the inflation element of a financial item to the extent that it is contractually specified. The application of the amended standard is of no importance to the annual report for the current financial period.
IFRS 7 "Financial Instruments: Disclosures"
This implies changed disclosure requirements concerning the fair values of financial instruments and cash flow risks. The application of the amended standard has no material effect on the annual report for the current financial period.
IFRIC 17 "Non-cash Distribution"
This implies that the distribution of non-cash dividend should be measured at fair value. The interpretation is of no importance to the annual report for the current financial period.
Note
3 New accounting standards and interpretations (continued)
IFRIC 18 "Transfer of Assets from Customers"
This concerns the treatment for accounting purposes of the transfer of fixed assets from customers. The interpretation is of no importance to the annual report for the current financial period.
The following standards and interpretations have been adopted by the IASB and endorsed by the EU; however, they have not yet become effective and have therefore not been implemented:
IAS 32 "Financial Instruments: Presentation"
The amendment implies a requirement to rights issues in future being classified as equity when the company will receive a fixed amount of foreign currency and when such rights are issued pro rata to all shareholders. As the Group has not issued any rights at the present time, the amendment is not expected to be of any importance to the annual report for the next financial year.
IFRS 2 "Share-based Payment"
The amendment clarifies that a parent company's payment of salary in the form of cash based on the price of its own shares, shares of the subsidiary itself or another entity in the group is to be classified as share-based payment in the entity in which the employee is employed. The amendment is not expected to be of any importance to the annual report for the next financial year.
IFRIC 19 "Extinguishing Financial Liabilities with Equity Instruments"
The interpretation defines a debtor's accounting treatment when a liability is to be renegotiated and is, in this connection, converted into equity. The interpretation is not expected to be of any importance to the annual report for the next financial year.
IFRIC 14 "IAS 19 – The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction" The interpretation is intended to remove the inconsistency of defined benefit plans by requiring payment in the cases when prepayment is made. The interpretation is not expected to be of any importance to the annual report for the next financial year.
IAS 24 "Related Party Disclosures"
The amendment implies a change of the definition of related parties. The interpretation is not expected to be of any importance to the annual report for the next financial year.
Moreover, IASB has issued the following new standards and amendments to standards and new interpretations which have not yet been endorsed by the EU:
Annual Improvements to Existing Standards 2010
The annual improvements to existing standards have implied small changes to IFRS 1, IFRS 3, IFRS 7, IAS 1, IAS 27 and IFRIC 13. The amendments are not expected to have any material effect on the annual report for the next financial year.
IFRS 9 "Financial Instruments: Classification and Measurement"
The number of categories of financial assets is reduced to two categories: Amortised cost and fair value. The amendments are not expected to have any material effect on the annual report for the next financial year.
N o t e s t o t h e a n n u a l r e p o r t
Note (DKK million)
70
4 Segment information
| Construction | Pipe Technologies | Piling | Total | ||||||
|---|---|---|---|---|---|---|---|---|---|
| 2009/2010 | 2008/2009 | 2009/2010 | 2008/2009 | 2009/2010 | 2008/2009 | 2009/2010 | 2008/2009 | ||
| Segment revenue | 2,617 | 3,054 | 870 | 976 | 939 | 960 | 4,426 | 4,990 | |
| Internal revenue | -45 | -64 | -14 | -15 | -30 | -40 | -89 | -119 | |
| Revenue | 2,572 | 2,990 | 856 | 961 | 909 | 920 | 4,337 | 4,871 | |
| Of this figure, work | |||||||||
| performed abroad | 354 | 525 | 517 | 595 | 619 | 596 | 1,490 | 1,716 | |
| Operating profit | 19 | 130 | 19 | 34 | 24 | 46 | 62 | 210 | |
| Profit in associates | 17 | 14 | 17 | 14 | |||||
| Profit before interest | 19 | 130 | 36 | 48 | 24 | 46 | 79 | 224 | |
| Profit before interest, % | 0.7 | 4.3 | 4.2 | 5.0 | 2.6 | 5.0 | 1.8 | 4.6 | |
| Segment assets | 1,423 | 1,133 | 627 | 695 | 1,035 | 871 | 3,085 | 2,699 | |
| Capital expenditure | 123 | 146 | 102 | 55 | 36 | 97 | 261 | 298 | |
| Depreciation, amortisation | |||||||||
| and impairment loss | 75 | 72 | 42 | 32 | 63 | 62 | 180 | 166 | |
| Investments in associates | 61 | 83 | 61 | 83 | |||||
| Goodwill | 33 | 33 | 1 | 1 | 7 | 7 | 41 | 41 | |
| Segment liabilities | 672 | 538 | 230 | 254 | 503 | 273 | 1,405 | 1,065 | |
| Number of employees: | |||||||||
| Paid every two weeks | 1,323 | 1,410 | 308 | 314 | 450 | 429 | 2,081 | 2,153 | |
| Engineers, technicians and | |||||||||
| administrative staff | 583 | 560 | 272 | 268 | 226 | 236 | 1,081 | 1,064 | |
| Total | 1,906 | 1,970 | 580 | 582 | 676 | 665 | 3,162 | 3,217 |
Revenue and profit before interest for reportable segments can be reconciled directly to the income statement of the Group.
| Assets | Total | |
|---|---|---|
| 2009/2010 | 2008/2009 | |
| Segment assets for reportable segments | 3,085 | 2,699 |
| Corporation tax receivable | 5 | 4 |
| Deferred tax | 6 | 8 |
| Cash | 417 | 446 |
| Consolidated assets | 3,513 | 3,157 |
| Liabilities | Total | |
| 2009/2010 | 2008/2009 | |
| Segment liabilities for reportable segments | 1,405 | 1,065 |
| Mortgage debt | 136 | 139 |
| Credit institutions | 380 | 391 |
| Corporation tax payable | 20 | 6 |
| Deferred tax | 175 | 206 |
| Consolidated liabilities | 2,116 | 1,807 |
| Geographical information | Denmark | Group in total | ||||
|---|---|---|---|---|---|---|
| 2009/2010 | 2008/2009 | 2009/2010 | 2008/2009 | 2009/2010 | 2008/2009 | |
| Revenue | 2,847 | 3,155 | 1,490 | 1,716 | 4,337 | 4,871 |
| Segment assets | 1,911 | 1,991 | 1,174 | 708 | 3,085 | 2,699 |
| Note | (DKK '000) | 2009/2010 | 2008/2009 | 2009/2010 | 2008/2009 |
|---|---|---|---|---|---|
| 5 | Revenue | ||||
| Sale of goods | 64,119 | 147,660 | 0 | 0 | |
| Income from construction contracts | 4,273,263 | 4,723,813 | 2,211,079 | 2,826,008 | |
| Total | 4,337,382 | 4,871,473 | 2,211,079 | 2,826,008 | |
| 6 | Depreciation, amortisation and impairment loss | ||||
| Amortisation and impairment loss, intangible assets | 2,815 | 2,617 | 1,549 | 1,549 | |
| Depreciation, property, plant and equipment | 176,855 | 162,507 | 77,449 | 74,772 | |
| Total | 179,670 | 165,124 | 78,998 | 76,321 | |
| Depreciation, amortisation and impairment loss are included in | |||||
| the income statement as follows: | |||||
| Production costs | 155,767 | 143,689 | 70,082 | 68,658 | |
| Administrative expenses and selling costs | 23,229 | 21,272 | 8,242 | 7,500 | |
| Other operating income and expenses | 674 | 163 | 674 | 163 | |
| Total | 179,670 | 165,124 | 78,998 | 76,321 | |
| 7 | Staff costs | ||||
| Wages, salaries and remuneration | 1,243,557 | 1,280,333 | 572,156 | 679,221 | |
| Pensions | 78,983 | 81,440 | 30,088 | 37,824 | |
| Other costs, social security costs etc. | 51,773 | 50,299 | 14,337 | 15,910 | |
| Total | 1,374,313 | 1,412,072 | 616,581 | 732,955 | |
| Of this figure, consideration for: | |||||
| Remuneration, Board of Directors | 1,675 | 1,859 | 1,675 | 1,859 | |
| Remuneration, Executive Management | 6,351 | 6,507 | 6,351 | 6,507 | |
| Total | 8,026 | 8,366 | 8,026 | 8,366 | |
| Average number of full-time employees | 3,162 | 3,217 | 1,190 | 1,375 |
N o t e s t o t h e a n n u a l r e p o r t
72
G r o u p Pa r e n t C o m pa n y
| Note | (DKK '000) | 2009/2010 | 2008/2009 | 2009/2010 | 2008/2009 |
|---|---|---|---|---|---|
| 8 | Remuneration to the auditors appointed by the Annual General Meeting | ||||
| PricewaterhouseCoopers | 4,999 | 4,169 | 2,818 | 1,973 | |
| Other auditors | 1,022 | 1,447 | 31 | 252 | |
| Total | 6,021 | 5,616 | 2,849 | 2,225 | |
| Remuneration to PricewaterhouseCoopers can be specified as follows: | |||||
| Statutory audit | 2,577 | 2,123 | 794 | 854 | |
| Reasonable assurance engagements | 44 | 228 | 4 | 10 | |
| Tax consultancy | 1,257 | 911 | 1,148 | 633 | |
| Other services | 1,121 | 907 | 872 | 476 | |
| Total | 4,999 | 4,169 | 2,818 | 1,973 | |
| Remuneration to other auditors can be specified as follows: | |||||
| Statutory audit | 535 | 874 | 0 | 0 | |
| Tax consultancy | 74 | 338 | 31 | 252 | |
| Other services | 413 | 235 | 0 | 0 | |
| Total | 1,022 | 1,447 | 31 | 252 | |
| 9 | Other operating income and expenses Other operating income |
1,617 | 1,612 | 1,239 | 306 |
| Other operating expenses | -837 | -2,218 | -765 | -387 | |
| Total | 780 | -606 | 474 | -81 | |
| 10 | Financial income and expenses | ||||
| Foreign exchange gain, net | 0 | 1,681 | 0 | 0 | |
| Bond yields | 11 | 51 | 0 | 0 | |
| Interest regarding subsidiaries | 3,099 | 3,622 | |||
| Interest regarding associates | 35 | 592 | 35 | 592 | |
| Other interest income | 5,707 | 1,963 | 4,320 | 633 | |
| Financial income | 5,753 | 4,287 | 7,454 | 4,847 | |
| Capital loss on other financial assets | 0 | 18 | 0 | 0 | |
| Foreign exchange losses, net | 1,530 | 0 | 766 | 413 | |
| Mortgage interest | 5,536 | 6,218 | 4,078 | 4,719 | |
| Interest regarding subsidiaries | 0 | 284 | |||
| Other interest costs | 12,277 | 13,521 | 6,004 | 5,816 | |
| Financial expenses | 19,343 | 19,757 | 10,848 | 11,232 | |
| Financial items, net | -13,590 | -15,470 | -3,394 | -6,385 |
73
| (DKK '000) | 2009/2010 | 2008/2009 | 2009/2010 | 2008/2009 |
|---|---|---|---|---|
| Corporation tax | ||||
| Total tax for the year can be broken down as follows | ||||
| Tax on profit for the year | 17,791 | 52,211 | 3,647 | 17,445 |
| Tax on changes in equity | -490 | -1,134 | -490 | -1,134 |
| Total | 17,301 | 51,077 | 3,157 | 16,311 |
| Tax on profit for the year can be broken down as follows | ||||
| Current tax | 36,242 | 39,161 | 319 | -2,817 |
| Adjustment of deferred tax and deferred tax asset for the year | -18,451 | 13,050 | 3,328 | 20,262 |
| Total | 17,791 | 52,211 | 3,647 | 17,445 |
| Tax on profit for the year can be broken down as follows | ||||
| 25% tax calculated on profit before tax | 16,450 | 52,087 | 12,560 | 44,088 |
| Tax impact of: | ||||
| Income from abroad | -2,436 | -2,434 | -2,436 | -2,434 |
| Deviation concerning subsidiaries | 6,472 | 6,044 | -13,306 | -22,444 |
| Deviation concerning associates | -4,299 | -3,420 | 5,225 | -1,699 |
| Adjustment of tax regarding prior years | 980 | -506 | -506 | -506 |
| Other items | 624 | 440 | 2,110 | 440 |
| Total | 17,791 | 52,211 | 3,647 | 17,445 |
| Deferred tax | ||||
| Deferred tax at 1 October | 197,869 | 171,804 | 109,934 | 95,253 |
| Transferred to current tax | -10,058 | 13,015 | -728 | 459 |
| Deferred tax for the year recognised in profit for the year | -18,451 | 13,050 | 3,328 | 14,222 |
| Total at 30 September | 169,360 | 197,869 | 112,534 | 109,934 |
| The following is recognised in the balance sheet | ||||
| Deferred tax (asset) | -5,781 | -7,924 | 0 | 0 |
| Deferred tax (liability) | 175,141 | 205,793 | 112,534 | 109,934 |
| Total | 169,360 | 197,869 | 112,534 | 109,934 |
| Deferred tax assets concern the tax base of tax-loss carryforwards which | ||||
| are expected to be utilised within 3 years from the balance sheet date. | ||||
| Deferred tax concerns | ||||
| Intangible assets | 4,199 | 4,501 | 1,117 | 1,225 |
| Intangible assets | 4,199 | 4,501 | 1,117 | 1,225 |
|---|---|---|---|---|
| Property, plant and equipment | 42,902 | 44,272 | 19,522 | 20,488 |
| Work in progress | 130,342 | 160,585 | 93,722 | 88,482 |
| Other current assets | -599 | 170 | -1,682 | -261 |
| Provisions | -2,516 | -1,899 | -145 | 0 |
| Other debt | 812 | -1,836 | 0 | 0 |
| Tax-loss carryforwards | -5,780 | -7,924 | 0 | 0 |
| Deferred tax at 30 September | 169,360 | 197,869 | 112,534 | 109,934 |
| Deferred tax to be recovered within 12 months | 114,562 | 119,253 | 82,883 | 84,412 |
N o t e s t o t h e a n n u a l r e p o r t
74
G r o u p Pa r e n t C o m pa n y
| Note | 2009/2010 | 2008/2009 | 2009/2010 | 2008/2009 | |||
|---|---|---|---|---|---|---|---|
| 12 | Earnings per share | ||||||
| Profit for the year exclusive of minority shareholders (DKK '000) | 50,632 | 158,156 | 55,141 | 158,906 | |||
| Average number of shares (thousands) | 2,265 | 2,265 | 2,265 | 2,265 | |||
| Average number of treasury shares (thousands) | 203 | 196 | 203 | 196 | |||
| Average number of shares in circulation (thousands) | 2,062 | 2,069 | 2,062 | 2,069 | |||
| Average dilution effect of outstanding share options (thousands) | 0 | 0 | 0 | 0 | |||
| Average number of diluted shares in circulation (thousands) | 2,062 | 2,069 | 2,062 | 2,069 | |||
| Earnings per share of DKK 20 (current) | 24.6 | 76.4 | 26.8 | 76.8 | |||
| Earnings per share of DKK 20 (diluted) | 24.6 | 76.4 | 26.8 | 76.8 | |||
| Proposed dividend per share (DKK) | 4.8 | 4.8 | |||||
Note (DKK '000)
13 Intangible assets and property, plant and equipment
| Patents and other intangible |
Land and | Plant and | Other plant, fixtures and operating |
Property, plant and equipment |
||
|---|---|---|---|---|---|---|
| Group at 30 September 2010 | Goodwill | assets | buildings | machinery | equipment | in progress |
| Cost at 1 October 2009 | 81,688 | 18,764 | 483,897 | 1,503,446 | 140,240 | 13,748 |
| Exchange rate adjustments | 937 | 58 | 6,705 | 23,807 | 1,406 | 337 |
| Additions during the year | 0 | 2,797 | 77,207 | 92,210 | 19,853 | 109,831 |
| Disposals during the year | 0 | 0 | 0 | -88,758 | -11,979 | -4,361 |
| Transfers | 0 | 6 | 5,089 | 56,456 | 3,246 | -64,797 |
| Cost at 30 September 2010 | 82,625 | 21,625 | 572,898 | 1,587,161 | 152,766 | 54,758 |
| Depreciation, amortisation and impairment | ||||||
| losses at 1 October 2009 | 40,701 | 11,368 | 110,142 | 758,355 | 90,647 | |
| Exchange rate adjustments | 937 | 47 | 728 | 9,590 | 860 | |
| Depreciation, amortisation and impairment | ||||||
| losses for the year | 0 | 2,817 | 14,947 | 143,547 | 18,418 | |
| Assets sold during the year | 0 | 0 | 0 | -56,490 | -10,122 | |
| Depreciation, amortisation and impairment | ||||||
| losses at 30 September 2010 | 41,638 | 14,232 | 125,817 | 855,002 | 99,803 | |
| Carrying amount at 30 September 2010 | 40,987 | 7,393 | 447,081 | 732,159 | 52,963 | 54,758 |
| Patents and other intangible |
Land and | Plant and | Other plant, fixtures and operating |
Property, plant and equipment |
||
| Parent company at 30 September 2010 | Goodwill | assets | buildings | machinery | equipment | in progress |
| Cost at 1 October 2009 Additions during the year |
7,754 0 |
8,681 0 |
264,719 60,668 |
735,472 53,982 |
42,472 5,459 |
3,575 66,993 |
| Disposals during the year | 0 | 0 | 0 | -56,903 | -1,748 | -3,605 |
| Transfers | 0 | 0 | 0 | 24,604 | 1,714 | -26,318 |
| Cost at 30 September 2010 | 7,754 | 8,681 | 325,387 | 757,155 | 47,897 | 40,645 |
| Depreciation, amortisation and impairment | ||||||
| losses at 1 October 2009 | 6,638 | 3,780 | 67,236 | 416,771 | 31,793 | |
| Depreciation and amortisation during the year | 0 | 1,549 | 7,445 | 65,085 | 4,919 | |
| Assets sold during the year | 0 | 0 | 0 | -35,733 | -1,472 | |
| Depreciation, amortisation and impairment | ||||||
| losses at 30 September 2010 | 6,638 | 5,329 | 74,681 | 446,123 | 35,240 | |
| Carrying amount at 30 September 2010 | 1,116 | 3,352 | 250,706 | 311,032 | 12,657 | 40,645 |
In 2009/2010 damages received concerning property, plant and equipment to the total amount of DKK 1,143,000 against DKK 237,000 in 2008/2009 have been recognised as income. The parent company has not received any damages concerning property, plant and equipment in 2009/2010 and 2008/2009.
The Group has committed itself to investing in property, plant and equipment; cf. Contingent liabilities and other financial obligations in note 21.
N o t e s t o t h e a n n u a l r e p o r t
Note (DKK '000)
76
13 Intangible assets and property, plant and equipment (continued)
Goodwill
Goodwill is the only intangible asset with an indefinite useful life.
At 30 September 2010, an impairment test of goodwill has been performed. The impairment test was based on the business unit or the segment representing the base level of cash-generating units to which the goodwill on acquisition can be allocated with a fair degree of accuracy. For the acquired activities and companies not being established as independent units but integrated in existing units, it is not possible to perform impairment tests on these individual acquisitions. In the Group's internal reporting, the accounting value of goodwill in the individual cash-generating units has been allocated to the Group's business segments.
At the impairment test, the present value of the estimated cash flows from the cash-generating units is compared with the accounting values of the net assets. The estimated cash flows are based on budgets for the years 2010/2011-2014/2015 prepared and approved by Management in the respective cash-generating units. For financial years after the budget periods (terminal period), cash flows for the latest budget period have been applied, adjusted for expected growth rates. The tests are based on an expected increase in cash flows of 2% (2008/2009: 2-4%) and a discount rate of 7.3% before tax (2008/2009: 8.2%).
The impairment tests have not given rise to impairment of goodwill at the recoverable amount.
Sensitivity tests have been performed to determine the lowest growth or the highest increase in the discount rate for each cash-generating unit without resulting in any impairment losses. Probable changes in the underlying assumptions are not assessed to result in the accounting value of goodwill exceeding the recoverable amount.
The impairment tests included the cash-generating units Per Aarsleff A/S, Wicotec A/S and Centrum Pæle A/S. Information on allocation of goodwill to segments can be found in note 4, Segment information.
Note (DKK '000)
13 Intangible assets and property, plant and equipment (continued)
| Group at 30 September 2009 | Goodwill | Patents and other intangible assets |
Land and buildings |
Plant and machinery |
Other plant, fixtures and operating equipment |
Property, plant and equipment in progress |
|---|---|---|---|---|---|---|
| Cost at 1 October 2008 | 82,054 | 18,848 | 449,440 | 1,338,966 | 132,942 | 41,613 |
| Exchange rate adjustments | -366 | -200 | -11,827 | -41,292 | -3,958 | -5,616 |
| Additions during the year | 0 | 118 | 57,710 | 186,642 | 19,874 | 79,080 |
| Disposals during the year | 0 | -2 | -19,109 | -60,473 | -8,924 | -13,737 |
| Transfers | 0 | 0 | 7,683 | 79,603 | 306 | -87,592 |
| Cost at 30 September 2009 | 81,688 | 18,764 | 483,897 | 1,503,446 | 140,240 | 13,748 |
| Depreciation, amortisation and impairment | ||||||
| losses at 1 October 2008 | 41,067 | 8,874 | 97,312 | 697,854 | 82,027 | |
| Exchange rate adjustments | -366 | -121 | -1,302 | -15,795 | -1,901 | |
| Depreciation, amortisation and impairment | ||||||
| losses for the year | 0 | 2,617 | 14,189 | 131,075 | 17,243 | |
| Assets sold during the year | 0 | -2 | -57 | -54,779 | -6,722 | |
| Depreciation, amortisation and impairment | ||||||
| losses at 30 September 2009 | 40,701 | 11,368 | 110,142 | 758,355 | 90,647 | |
| Carrying amount at 30 September 2009 | 40,987 | 7,396 | 373,755 | 745,091 | 49,593 | 13,748 |
| Parent company at 30 September 2009 | Goodwill | Patents and other intangible assets |
Land and buildings |
Plant and machinery |
Other plant, fixtures and operating equipment |
Property, plant and equipment in progress |
| Cost at 1 October 2008 | 7,754 | 8,681 | 241,225 | 670,734 | 39,350 | 11,270 |
| Additions during the year | 0 | 0 | 42,706 | 102,654 | 4,779 | 59,245 |
| Disposals during the year | 0 | 0 | -19,212 | -90,916 | -1,657 | -13,940 |
| Transfers | 0 | 0 | 0 | 53,000 | 0 | -53,000 |
| Cost at 30 September 2009 | 7,754 | 8,681 | 264,719 | 735,472 | 42,472 | 3,575 |
| Depreciation, amortisation and impairment | ||||||
| losses at 1 October 2008 | 6,638 | 2,231 | 59,366 | 411,160 | 28,622 | |
| Depreciation and amortisation for the year | 0 | 1,549 | 7,870 | 62,576 | 4,326 | |
| Assets sold during the year | 0 | 0 | 0 | -56,965 | -1,155 | |
| Depreciation, amortisation and impairment | ||||||
| losses at 30 September 2009 | 6,638 | 3,780 | 67,236 | 416,771 | 31,793 | |
| Carrying amount at 30 September 2009 | 1,116 | 4,901 | 197,483 | 318,701 | 10,679 | 3,575 |
N o t e s t o t h e a n n u a l r e p o r t
Note (DKK '000)
78
14 Investments in subsidiaries and associates
Highlights for considerable associates
The Group has the following considerable investments in associates in the Pipe Technologies segment:
| Group | Revenue | Profit for the year |
Assets | Liabilities | |
|---|---|---|---|---|---|
| 30 September 2010 | |||||
| Pipe Technologies | 267,053 | 17,194 | 129,537 | 68,321 | |
| 30 September 2009 | |||||
| Pipe Technologies | 302,986 | 13,679 | 152,408 | 69,003 |
The most significant associates are Insituform Rohrsanierungstechniken GmbH (ownership interest 50%), PAA International Engineering Corp. (ownership interest 50%) and Arpipe Holding A/S (ownership interest 35%). All companies are unlisted.
| Parent company | 30/9 2010 Investments in subsidiaries |
30/9 2009 Investments in subsidiaries |
|---|---|---|
| Cost at 1 October | 382,717 | 328,339 |
| Additions during the year | 17,016 | 54,378 |
| Disposals during the year | -1,725 | 0 |
| Cost at 30 September | 398,008 | 382,717 |
| Amortisation and impairment losses at 1 October Amortisation and impairment losses for the year |
0 -43,629 |
0 0 |
| Amortisation and impairment losses at 30 September | -43,629 | 0 |
| Carrying amount at 30 September | 354,379 | 382,717 |
As a consequence of conversion of activities and changes in the capital structure, the cost of equity investment in subsidiaries exceeds the value in use of investments which results in a write-down. The write-down of DKK 43.6 million is included in Profit in subsidiaries in the parent company (2008/2009: DKK 0 million).
Under the item Profit in associates in the parent company, a write-down of investments in associates of DKK 0 million is included in 2009/2010 (2008/2009: DKK 20.6 million).
| Note | (DKK '000) | 30/9 2010 | 30/9 2009 | 30/9 2010 | 30/9 2009 |
|---|---|---|---|---|---|
| 15 | Inventories | ||||
| Raw materials and consumables | 100,823 | 90,671 | 39,347 | 43,910 | |
| Finished goods | 61,093 | 52,990 | 0 | 0 | |
| Total | 161,916 | 143,661 | 39,347 | 43,910 | |
| 16 | Work in progress | ||||
| Selling price of construction contracts | 3,595,992 | 3,485,259 | 2,038,242 | 2,416,151 | |
| Invoicing on account | -3,809,198 | -3,436,970 | -2,407,193 | -2,486,221 | |
| Total | -213,206 | 48,289 | -368,951 | -70,070 | |
| The following is recognised: | |||||
| Receivables | 355,408 | 266,239 | 159,174 | 113,552 | |
| Current liabilities | -568,614 | -217,950 | -528,125 | -183,622 | |
| Total | -213,206 | 48,289 | -368,951 | -70,070 | |
| Prepayments from customers concerning non-commenced contracts | 12,657 | 11,795 | 782 | 2,470 | |
| Retained payments | 12,958 | 10,345 | 3,522 | 7,025 | |
| 17 | Receivables | ||||
| The fair value of receivables is considered to correspond to the carrying | |||||
| amount. | |||||
| Write-down, contracting debtors at 1 October | 18,534 | 19,952 | 7,335 | 7,598 | |
| Additions during the year | 7,462 | 4,338 | 90 | 865 | |
| Disposals during the year: | |||||
| - Used | -2,617 | -1,966 | -302 | -276 | |
| - Reversed | -896 | -3,791 | 0 | -852 | |
| Write-down, contracting debtors at 30 September | 22,483 | 18,533 | 7,123 | 7,335 | |
| Write-downs included in receivables which are recognised in the | |||||
| income statement | 7,462 | 4,338 | 90 | 865 | |
| Write-down of other receivables has not been made. | |||||
| Current follow-up is made on outstanding receivables. In case of uncertainty in respect of a customer's ability or will to pay a receivable, and when it is |
|||||
| estimated that the receivable is subject to risk, write-down is made to hedge | |||||
| this risk. Individually depreciated contracting debtors and write-downs of | |||||
| these are recorded on separate accounts which are both included in the car rying amount of contracting debtors. |
|||||
| The balance of contracting debtors falls due as follows: | |||||
| Balances not due | 746,591 | 651,080 | 343,958 | 309,249 | |
| Due balances: | |||||
| Less than 30 days | 136,414 | 101,766 | 68,121 | 20,623 | |
| Between 30 and 90 days | 53,023 | 48,605 | 14,192 | 14,069 | |
| More than 90 days | 119,780 | 129,605 | 17,455 | 57,455 | |
| 1,055,808 | 931,056 | 443,726 | 401,396 | ||
| Write-down | -22,483 | -18,533 | -7,123 | -7,335 | |
| Total | 1,033,325 | 912,523 | 436,603 | 394,061 | |
| Receivables falling due over a year after the balance sheet date | 2,918 | 176 | 0 | 0 |
N o t e s t o t h e a n n u a l r e p o r t
Note (DKK '000)
80
18 Equity
Share capital
The share capital consists of 135,000 A shares at a price of DKK 20 and 2,130,000 B shares at a price of DKK 20. The nominal value is respectively DKK 2.7 million and DKK 42.6 million. The share capital is unchanged compared to 2008/2009.
The A shares carry ten times the voting right of the B shares. The A shares are non-negotiable instruments.
See section on Information to shareholders.
| Number of shares Nominal value DKK ('000) |
% of share capital | |||||
|---|---|---|---|---|---|---|
| Treasury shares (B shares) | 2009/2010 | 2008/2009 | 2009/2010 | 2008/2009 | 2009/2010 | 2008/2009 |
| Holding at 1 October | 195,808 | 195,808 | 3,916 | 3,916 | 8.64 | 8.64 |
| Additions during the year | 30,692 | 0 | 614 | 0 | 1.36 | 0.00 |
| Disposals during the year | 0 | 0 | 0 | 0 | 0.00 | 0.00 |
| Holding at 30 September | 226,500 | 195,808 | 4,530 | 3,916 | 10.00 | 8.64 |
The purchase of treasury shares has been made to increase the financial flexibility in connection with future acquisitions.
To carry a motion to amend the Articles of Association or to dissolve the company, shareholders representing at least two thirds of the votes cast and two thirds of the voting capital represented at the Annual General Meeting shall vote in favour of the resolution.
G r o u p Pa r e n t C o m pa n y
19 Provisions
| 30/9 2010 | 30/9 2009 | 30/9 2010 | 30/9 2009 | |
|---|---|---|---|---|
| Balance at 1 October | 75,887 | 72,689 | 70,741 | 65,139 |
| Completed contracts transferred from work in progress | 3,088 | 5,976 | 2,979 | 5,976 |
| Used during the year | -10,425 | -7,293 | -10,426 | -7,293 |
| Reversal of unused warranty commitments | -7,877 | -12,161 | -7,535 | -9,215 |
| Provisions for the year | 30,352 | 16,676 | 29,273 | 16,134 |
| Total at 30 September | 91,025 | 75,887 | 85,032 | 70,741 |
| The following is recognised: | ||||
| Non-current liabilities | 73,275 | 51,766 | 70,475 | 48,966 |
| Current liabilities | 17,750 | 24,121 | 14,557 | 21,775 |
| Total | 91,025 | 75,887 | 85,032 | 70,741 |
Provisions comprise warranty obligations as well as litigation and arbitration proceedings. The information which according to IAS 37 normally should have been disclosed in the annual report has not been included, as the Management finds that such information would be harmful to the company.
Note (DKK '000)
20 Credit, interest rate and foreign exchange risks and use of financial instruments
Categories of financial instruments
A The Group's categories of financial instruments:
| Accounting value | Fair value ¹ | |||
|---|---|---|---|---|
| 30/9 2010 | 30/9 2009 | 30/9 2010 | 30/9 2009 | |
| Derivative financial instruments used for cash flow hedging | 0 | 1,010 | 0 | 1,010 |
| Financial assets used for hedging | 0 | 1,010 | 0 | 1,010 |
| Contracting debtors | 1,033,325 | 912,523 | 1,033,325 | 912,523 |
| Work in progress | 355,408 | 266,239 | 355,408 | 266,239 |
| Receivables from associates | 3,203 | 12,149 | 3,203 | 12,149 |
| Other receivables | 119,720 | 37,756 | 119,720 | 37,756 |
| Cash | 417,248 | 445,593 | 417,248 | 445,593 |
| Loan and receivables | 1,928,904 | 1,674,260 | 1,928,904 | 1,674,260 |
| Derivative financial instruments used for cash flow hedging | 6,496 | 3,853 | 6,496 | 3,853 |
| Financial liabilities used for hedging | 6,496 | 3,853 | 6,496 | 3,853 |
| Mortgage debt | 138,003 | 139,342 | 139,452 | 141,934 |
| Credit institutions | 379,248 | 393,585 | 379,248 | 394,078 |
| Work in progress | 568,614 | 217,950 | 568,614 | 217,950 |
| Trade payables | 407,406 | 432,513 | 407,406 | 432,513 |
| Payables to associates | 193 | 42 | 193 | 42 |
| Financial liabilities measured at amortised cost | 1,493,464 | 1,183,432 | 1,494,913 | 1,186,517 |
¹ The fair value of financial assets and liabilities is calculated using discounted cash flow models based on the market interest rates and credit terms applicable at the balance sheet date.
N o t e s t o t h e a n n u a l r e p o r t
Note (DKK '000)
82
20 Credit, interest rate and foreign exchange risks and use of financial instruments (continued)
Categories of financial instruments
B The parent company's categories of financial instruments:
| 30/9 2010 | Accounting value 30/9 2009 |
30/9 2010 | Fair value ¹ 30/9 2009 |
|
|---|---|---|---|---|
| Derivative financial instruments used for cash flow hedging | 0 | 1,010 | 0 | 1,010 |
| Financial assets used for hedging | 0 | 1,010 | 0 | 1,010 |
| Contracting debtors | 436,603 | 394,061 | 436,603 | 394,061 |
| Work in progress | 159,174 | 113,552 | 159,174 | 113,552 |
| Receivables from subsidiaries | 371,231 | 257,418 | 371,231 | 257,418 |
| Receivables from associates | 3,203 | 12,149 | 3,203 | 12,149 |
| Other accounts receivables | 105,663 | 26,566 | 105,663 | 26,566 |
| Cash | 369,912 | 430,536 | 369,912 | 430,536 |
| Loan and receivables | 1,445,786 | 1,234,282 | 1,445,786 | 1,234,282 |
| Derivative financial instruments used for cash flow hedging | 6,496 | 3,853 | 6,496 | 3,853 |
| Financial liabilities used for hedging | 6,496 | 3,853 | 6,496 | 3,853 |
| Mortgage debt | 103,882 | 104,165 | 105,331 | 106,757 |
| Credit institutions | 270,276 | 308,491 | 270,276 | 309,908 |
| Work in progress | 528,125 | 183,622 | 528,125 | 183,622 |
| Trade payables | 191,240 | 238,162 | 191,240 | 238,162 |
| Payables to subsidiaries | 83,132 | 118,881 | 83,132 | 118,881 |
| Payables to associates | 193 | 42 | 193 | 42 |
| Financial liabilities measured at amortised cost | 1,176,848 | 953,363 | 1,178,297 | 957,372 |
¹ The fair value of financial assets and liabilities is calculated using discounted cash flow models based on the market interest rates and credit terms applicable at the balance sheet date.
Credit risk
The parent company and the Group are exposed to credit risks relating to receivables and deposits in banks. It is not assessed that there are any credit risks related to cash holdings as the counterparty is banks with good credit rating. The maximum credit risk corresponds to the carrying amount.
By far, the most material part of the parent company's and the Group's customers comprise public or semi-public clients in respect of whom the exposure to financial losses is minimal. The trade receivables of the parent company and the Group from other customers are subject to the usual credit risk. Therefore, the customers are credit rated before work is commenced. To the extent this is considered expedient and possible, trade receivables are also hedged by bank and insurance guarantees and letters of credit.
The parent company and the Group do not have any material risks regarding one customer or cooperative partner.
As was the case at 30 September 2009, the parent company's and the Group's write-downs at 30 September 2010 are related alone to financial assets classified as receivables, cf. note 17.
Note (DKK '000)
20 Credit, interest rate and foreign exchange risks and use of financial instruments (continued)
Liquidity risk
It is the policy of the parent company and the Group to have a significant cash reserve. The Group's stable and good solvency entails high creditworthiness which is reflected in expedient credit facilities and loan commitments, both in the short and the long term.
For the parent company and the majority of the Group's subsidiaries, a cash pool scheme has been set up.
A The Group's liabilities fall due as follows:
| 30 September 2010 | Accounting value |
Contractual cash flow ² |
Within 1 year |
1-2 years | 2-5 years | After 5 years |
|---|---|---|---|---|---|---|
| Non-derivative financial instruments: | ||||||
| Mortgage debt | 138,003 | 374,994 | 10,756 | 10,756 | 33,740 | 319,742 |
| Credit institutions | 379,248 | 379,248 | 379,110 | 138 | 0 | 0 |
| Trade payables | 407,406 | 407,406 | 407,406 | 0 | 0 | 0 |
| Payables to associates | 193 | 193 | 193 | 0 | 0 | 0 |
Derivative financial instruments:
Derivative financial instruments used for
| cash flow hedging | 6,496 | 6,496 | 6,496 | 0 | 0 | 0 |
|---|---|---|---|---|---|---|
| Total liabilities | 931,346 | 1,168,337 | 803,961 | 10,894 | 33,740 | 319,742 |
² All cash flows are undiscounted and comprise all obligations under agreements concluded, including future interest payments on loans.
| Accounting | Contractual | Within | After | |||
|---|---|---|---|---|---|---|
| 30 September 2009 | value | cash flow ² | 1 year | 1-2 years | 2-5 years | 5 years |
| Non-derivative financial instruments: | ||||||
| Mortgage debt | 139,342 | 391,362 | 11,238 | 12,659 | 35,059 | 332,406 |
| Credit institutions | 393,585 | 397,403 | 368,722 | 1,864 | 26,817 | 0 |
| Trade payables | 432,513 | 432,513 | 432,513 | 0 | 0 | 0 |
| Payables to associates | 42 | 42 | 42 | 0 | 0 | 0 |
| Derivative financial instruments: | ||||||
| Derivative financial instruments used for | ||||||
| cash flow hedging | 3,853 | 3,877 | 4,316 | -439 | 0 | 0 |
| Total liabilities | 969,335 | 1,225,197 | 816,831 | 14,084 | 61,876 | 332,406 |
² All cash flows are undiscounted and comprise all obligations under agreements concluded, including future interest payments on loans.
The Group's drain on liquidity can be fully covered by the continuous operating profit and the possibility to make drawdowns on credit facilities and refinancing.
N o t e s t o t h e a n n u a l r e p o r t
Note (DKK '000)
84
20 Credit, interest rate and foreign exchange risks and use of financial instruments (continued)
B The parent company's liabilities fall due as follows:
| Accounting | Contractual | Within | After | |||
|---|---|---|---|---|---|---|
| 30 September 2010 | value | cash flow ² | 1 year | 1-2 years | 2-5 years | 5 years |
| Non-derivative financial instruments: | ||||||
| Mortgage debt | 103,882 | 327,718 | 8,948 | 8,946 | 26,839 | 282,985 |
| Credit institutions | 270,276 | 270,276 | 270,276 | 0 | 0 | 0 |
| Trade payables | 191,240 | 191,240 | 191,240 | 0 | 0 | 0 |
| Payables to subsidiaries | 83,132 | 83,132 | 83,132 | 0 | 0 | 0 |
| Payables to associates | 193 | 193 | 193 | 0 | 0 | 0 |
| Derivative financial instruments: | ||||||
| Derivative financial instruments | ||||||
| used for cash flow hedging | 6,496 | 6,496 | 6,496 | 0 | 0 | 0 |
| Total liabilities | 655,219 | 879,055 | 560,285 | 8,946 | 26,839 | 282,985 |
² All cash flows are undiscounted and comprise all obligations under agreements concluded, including future interest payments on loans.
| Accounting | Contractual | Within | After | |||
|---|---|---|---|---|---|---|
| 30 September 2009 | value | cash flow ² | 1 year | 1-2 years | 2-5 years | 5 years |
| Non-derivative financial instruments: | ||||||
| Mortgage debt | 104,165 | 337,148 | 9,002 | 8,979 | 26,933 | 292,234 |
| Credit institutions | 308,491 | 312,309 | 283,964 | 1,528 | 26,817 | 0 |
| Trade payables | 238,162 | 238,162 | 238,162 | 0 | 0 | 0 |
| Payables to subsidiaries | 118,881 | 118,881 | 118,881 | 0 | 0 | 0 |
| Payables to associates | 42 | 42 | 42 | 0 | 0 | 0 |
| Derivative financial instruments: | ||||||
| Derivative financial instruments | ||||||
| used for cash flow hedging | 3,853 | 3,877 | 4,316 | -439 | 0 | 0 |
| Total liabilities | 773,594 | 1,010,419 | 654,367 | 10,068 | 53,750 | 292,234 |
² All cash flows are undiscounted and comprise all obligations under agreements concluded, including future interest payments on loans.
The parent company's drain on liquidity can be fully covered by the continuous operating profit and the possibility to make drawdowns on credit facilities and refinancing.
Note (DKK '000)
20 Credit, interest rate and foreign exchange risks and use of financial instruments (continued)
Interest rate risk
The interest rate risk is mainly attributable to interest-bearing debt and cash holdings. In order to minimise both interest and risks, cash pool and interest netting agreements have been entered into with the Group's Danish bank in DKK, SEK as well as EUR and GBP.
A The Group's interest rate risk is tied to the below items. The earliest date of maturity is stated:
| Effective interest rate | Accounting value | Fair value | |||||
|---|---|---|---|---|---|---|---|
| Fixed/ | 30/9 2010 | 30/9 2009 | 30/9 2010 | 30/9 2009 | 30/9 2010 | 30/9 2009 | |
| floating | % | % | DKK '000 | DKK '000 | DKK '000 | DKK '000 | |
| Cash | Floating | 1-3 | 1-6 | 417,248 | 445,593 | 417,248 | 445,593 |
| Interest-bearing assets in total | 417,248 | 445,593 | 417,248 | 445,593 | |||
| Mortgage debt and credit institutions, non-current | Fixed | 3-7 | 3-7 | 138,141 | 165,733 | 139,590 | 168,818 |
| Credit institutions, current | Floating | 2-7 | 2-9 | 379,110 | 367,194 | 379,110 | 367,194 |
| Interest-bearing liabilities in total | 517,251 | 532,927 | 518,700 | 536,012 | |||
| Net interest-bearing debt less assets | 100,003 | 87,334 | |||||
| The payment/maturity profile can be specified as follows: | |||||||
| Less than 1 year | -23,510 | -77,409 | |||||
| 1-5 years | 8,480 | 40,114 | |||||
| More than 5 years | 115,033 | 124,629 | |||||
| 100,003 | 87,334 |
An increase in the interest rate level of 1% compared to the interest rate level at the balance sheet date and the net interest-bearing debt of the balance sheet would, other things being equal, have had a positive effect on the profit/loss before tax and on equity of the Group of DKK 0.4 million (2008/2009: positive effect DKK 0.8 million). A decrease in the interest rate level would have had a similar, negative effect on profit/loss and equity.
B The parent company's interest rate risk is tied to the following items. The earliest date of maturity is stated:
| Effective interest rate | Accounting value | Fair value | |||||
|---|---|---|---|---|---|---|---|
| Fixed/ | 30/9 2010 | 30/9 2009 | 30/9 2010 | 30/9 2009 | 30/9 2010 | 30/9 2009 | |
| floating | % | % | DKK '000 | DKK '000 | DKK '000 | DKK '000 | |
| Cash | Floating | 1-3 | 1-6 | 369,912 | 430,536 | 369,912 | 430,536 |
| Total interest-bearing assets | 369,912 | 430,536 | 369,912 | 430,536 | |||
| Mortgage debt and credit institutions, non-current | Fixed | 3-7 | 3-7 | 102,532 | 130,220 | 103,981 | 134,228 |
| Credit institutions, current | Floating | 2-7 | 2-9 | 270,276 | 282,436 | 270,276 | 282,436 |
| Total interest-bearing liabilities | 372,808 | 412,656 | 374,257 | 416,664 | |||
| Net interest-bearing debt less assets | 2,896 | -17,880 | |||||
| The payment/maturity profile can be specified as follows: | |||||||
| Less than 1 year | -100,479 | -148,100 | |||||
| 1-5 years | 8,342 | 32,803 | |||||
| More than 5 years | 95,033 | 97,417 | |||||
| 2,896 | -17,880 |
An increase in the interest rate level of 1% compared to the interest rate level at the balance sheet date and the net interest-bearing debt of the balance sheet would, other things being equal, have had a positive effect on the profit/loss before tax and on equity of the parent company of DKK 1.0 million (2008/2009: positive effect DKK 1.5 million). A decrease in the interest rate level would have had a similar, negative effect on profit/loss and equity.
To hedge future interest payments, the Group and the parent company have entered into interest rate swaps in DKK where floating rate mortgage debt is converted to fixed rate mortgage debt. As at 30 September 2010, interest rate swaps have a fair value of DKK -1.0 million (2008/2009: DKK -1.4 million) which is recognised in equity in accordance with the principles for hedging future cash flows. The time to maturity is 1.5 years. As the hedge is not 100% efficient, the negative fair value has been removed from equity and carried to the income statement.
N o t e s t o t h e a n n u a l r e p o r t
Note (DKK '000)
86
20 Credit, interest rate and foreign exchange risks and use of financial instruments (continued)
Foreign exchange risks
Foreign exchange risks are monitored centrally in the Aarsleff Group. It is Group policy to reduce its foreign exchange risks, as individual projects and markets are assessed with a view to hedging. Normally, currency overdraft facilities are established on the basis of a current calculation of the foreign exchange exposure of the most important currencies. Moreover, forward exchange contracts and options are used to secure future cash flows in the form of income from construction contracts.
Exchange adjustment of investments in foreign subsidiaries and associates with a different functional currency than that of the parent company is recognised directly in equity. Related foreign exchange risks are not hedged.
Short and long-term outstanding amounts in Group enterprises are normally not currency hedged.
A The Group's balances in foreign currency (excluding currencies in the Euro cooperation) and related hedging transactions are as follows:
| 30/9 2010 | 30/9 2009 | |||
|---|---|---|---|---|
| Currency | Financial assets |
Financial liabilities |
Net position |
Net position |
| SEK | 112,510 | -128,670 | -16,160 | -40,145 |
| PLN | 141,553 | -143,359 | -1,806 | -11,070 |
| GBP | 31,380 | -63,924 | -32,544 | -43,459 |
| USD | 27,895 | -9,569 | 18,326 | -12,812 |
| RUB | 50,360 | -31,519 | 18,841 | 14,624 |
| LVL | 11,138 | -1,347 | 9,791 | -3,473 |
| LTL | 4,487 | -59 | 4,428 | 15,369 |
| Other | 5,237 | -1,275 | 3,962 | 5,357 |
| 384,560 | -379,722 | 4,838 | -75,609 | |
| Payment/maturity profile can be specified as follows: | ||||
| Less than 1 year | 384,560 | -379,584 | 4,976 | -75,273 |
| 1-5 years | 0 | -138 | -138 | -336 |
384,560 -379,722 4,838 -75,609
The isolated effects at 30 September of an increase in exchange rates of 10% against Danish kroner are specified as follows (amounts before tax):
More than 5 years 0 0 0 0
| 30/9 2010 | 30/9 2009 | |||
|---|---|---|---|---|
| Currency | Profit/loss | Equity | Profit/loss | Equity |
| SEK | -1,616 | -1,616 | -4,015 | -4,015 |
| PLN | -181 | -181 | -1,107 | -1,107 |
| GBP | -3,254 | -3,254 | -4,346 | -4,346 |
| USD | 1,833 | 1,833 | -1,281 | -1,281 |
| RUB | 1,884 | 1,884 | 1,462 | 1,462 |
| LVL | 979 | 979 | -347 | -347 |
| LTL | 443 | 443 | 1,537 | 1,537 |
| Other | 396 | 396 | 536 | 536 |
| 484 | 484 | -7,561 | -7,561 |
The above analysis is based on the assumption that all other variables, especially the interest rate, remain constant. The expectations are based on the market data presently available.
A similar decrease in the exchange rates of the above currencies will have the same effect with opposite sign for both profit/loss and equity. The differences between the effects of 2009/2010 and 2008/2009 are exclusively due to differences in the nominal amounts in the individual currencies.
Note (DKK '000)
20 Credit, interest rate and foreign exchange risks and use of financial instruments (continued)
B The parent company's balances in foreign currency (excluding currencies in the Euro cooperation) and related hedging transactions are as follows:
| 30/9 2010 | 30/9 2009 | |||
|---|---|---|---|---|
| Financial | Financial | Net | Net | |
| Currency | assets | liabilities | position | position |
| SEK | 5,416 | -4,312 | 1,104 | -14,762 |
| PLN | 4,232 | -1,265 | 2,967 | 0 |
| GBP | 23,523 | -3,417 | 20,106 | 899 |
| USD | 27,480 | -9,569 | 17,911 | -13,092 |
| LVL | 11,138 | -1,347 | 9,791 | -3,473 |
| LTL | 1,235 | -40 | 1,195 | 8,586 |
| Other | 5,279 | -1,418 | 3,861 | 3,064 |
| 78,303 | -21,368 | 56,935 | -18,778 | |
| Payment/maturity profile can be specified as follows: | ||||
| Less than 1 year | 78,303 | -21,368 | 56,935 | -18,778 |
| 1-5 years | 0 | 0 | 0 | 0 |
| More than 5 years | 0 | 0 | 0 | 0 |
| 78,303 | -21,368 | 56,935 | -18,778 |
The isolated effects at 30 September of an increase in exchange rates of 10% against Danish kroner are specified as follows (amounts before tax):
| 30/9 2010 | 30/9 2009 | |||
|---|---|---|---|---|
| Currency | Profit/loss | Equity | Profit/loss | Equity |
| SEK | 110 | 110 | -1,476 | -1,476 |
| GBP | 2,011 | 2,011 | 90 | 90 |
| USD | 1,791 | 1,791 | -1,309 | -1,309 |
| LVL | 979 | 979 | -347 | -347 |
| LTL | 120 | 120 | 859 | 859 |
| Other | 386 | 386 | 306 | 306 |
| 5,397 | 5,397 | -1,877 | -1,877 |
The above analysis is based on the assumption that all other variables, especially the interest rate, remain constant. The expectations are based on the market data presently available.
A similar decrease in the exchange rates of the above currencies will have the same effect with opposite sign for both profit/loss and equity. The differences between the effects of 2009/2010 and 2008/2009 are exclusively due to differences in the nominal amounts in the individual currencies.
The Group and the parent company have established currency overdraft facilities and forward exchange contracts to hedge future cash flows on construction contracts in GBP, EEK, NOK, PLN, RUB and USD totalling DKK 156.5 million compared to DKK 52.2 million in 2008/2009. At the balance sheet date, these financial instruments have a negative fair value of DKK 6.5 million compared to a negative fair value of DKK 2.3 million at 30 September 2009, which has been recognised in equity. The hedged cash flows are expected to be realised within 13 months against 23 months in 2008/2009.
As regards financial risks, see section on Risk assessment in the Management's Review.
Capital management
The need to adjust the capital structure of the Group and the individual subsidiaries is assessed on an ongoing basis so that the capital situation complies with current rules and is adjusted to the business activities and the level of activity.
The Group assesses the capital on the basis of the solvency ratio. The Group aims at reaching a solvency ratio of at least 40%.
N o t e s t o t h e a n n u a l r e p o r t
88
G r o u p Pa r e n t C o m pa n y
| (DKK '000) | 30/9 2010 | 30/9 2009 | 30/9 2010 | 30/9 2009 |
|---|---|---|---|---|
| Contingent liabilities and other financial obligations | ||||
| Operating leases | ||||
| Future rent and lease payments under non-cancellable | ||||
| contracts (minimum lease payments): | ||||
| Maturity within 1 year | 24,389 | 40,392 | 15,025 | 16,204 |
| Maturity between 2 and 5 years | 32,146 | 43,052 | 17,718 | 26,299 |
| Maturity over 5 years | 182 | 30 | 182 | 0 |
| Total | 56,717 | 83,474 | 32,925 | 42,503 |
| Expensed lease payments for the year | 48,294 | 24,223 | 18,245 | 18,163 |
| Operating leasing commitments concern cars, technical plant and machin ery as well as furniture and fittings. The term of the contracts in the parent company is maximum seven years at 30 September 2010 as well as at 30 September 2009. The maximum term of the contracts in the Group is seven years at 30 September 2010 as well as at 30 September 2009. |
||||
| Capital and purchase commitments | ||||
| Investment in property, plant and equipment | 31,189 | 32,793 | 13,099 | 9,931 |
| Contingent assets and liabilities | ||||
| Guarantee for bank debt of subsidiaries | 104,315 | 46,042 | ||
| Guarantee for bank balances in joint ventures | 10,189 | 9,095 | 10,189 | 9,095 |
| Per Aarsleff A/S is jointly and severally liable with the other Danish jointly taxed companies for the total tax payable under the joint taxation until and including the tax year 2005. From 2006, the company is only liable for pay ments received on account from the subsidiaries. Through the Danish joint taxation, a subsidiary has used losses in a foreign subsidiary. The resulting retaxation liability has been provided for on the basis of a specific assess ment, taking into consideration the relationship between using tax losses abroad and retaxation in Denmark. |
||||
| The Aarsleff Group is engaged in various litigation and arbitration pro ceedings which are not expected to influence future earnings of the Group negatively. |
||||
| Security | ||||
| The carrying amount of land and buildings that are pledged as | ||||
| security for mortgage debt to credit institutions amounts to | 235,172 | 179,952 | 193,324 | 128,906 |
| As security for completion of contracts, the usual security in the form of bank guarantees and insurance bonds have been placed. |
||||
| Warranty obligations primarily concern completed contracts, which are exe cuted against a warranty of normally up to five years. Obligations have been determined on the basis of historical warranty expenses. |
||||
| The Group participates in joint ventures under a joint and several liability. At 30 September 2010, total payables amount to DKK 1,025 million against DKK 364.1 million at 30 September 2009. The company does not expect any losses in addition to those included in the financial statements. |
Note (DKK '000)
22 Related party transactions
| Associates | Joint ventures | Management ¹ | ||||
|---|---|---|---|---|---|---|
| Group | 2009/2010 | 2008/2009 | 2009/2010 | 2008/2009 | 2009/2010 | 2008/2009 |
| Income ² | 4,511 | 13,182 | 147,730 | 221,756 | 13 | 49 |
| Expenses ² | -1,397 | -2,523 | -116 | -10,331 | -754 | -1,705 |
| Receivables ³ | 3,203 | 12,149 | 154,866 | 198,627 | 0 | 0 |
| Liabilities ³ | -193 | -42 | -108,748 | -83,800 | -79 | -132 |
¹ Includes members of the Board of Directors and Executive Management of the parent company. The amount concerns fees for Attorney Carsten Fode of Kromann Reumert for legal assistance. Management remuneration appears from note 7.
² Includes purchase and sale of goods and services.
³ Includes receivables and liabilities in connection with purchase and sale of goods and services.
The fund Per og Lise Aarsleffs Fond is considered to have control over the Group as a consequence of own shareholding and distribution of other shares. No transactions with the Fund took place in 2008/2009 and 2009/2010.
Transactions with subsidiaries have been eliminated in the consolidated financial statements in accordance with the accounting policies.
No unusual agreements or other transactions have been concluded between the Group and related parties.
| Subsidiaries | Associates | Joint ventures | Management ¹ | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Parent company | 2009/2010 | 2008/2009 | 2009/2010 | 2008/2009 | 2009/2010 | 2008/2009 | 2009/2010 | 2008/2009 | |
| Income ² | 190,548 | 204,671 | 4,511 | 13,182 | 122,328 | 199,276 | 0 | 0 | |
| Expenses ² | -56,244 | -76,211 | -1,397 | -2,523 | 0 | 0 -595 |
-1,369 | ||
| Receivables ³ | 341,635 | 224,269 | 3,203 | 12,149 | 140,620 | 193,933 | 0 | 0 | |
| Liabilities ³ | -83,132 | -118,881 | -193 | -42 | -108,736 | -83,327 | -79 | -132 |
¹ Includes members of the Board of Directors and Executive Management of the parent company. The amount concerns fees for Attorney Carsten Fode of Kromann Reumert for legal assistance. Management remuneration appears from note 7.
² Includes purchase and sale of goods and services.
³ Includes receivables and liabilities in connection with purchase and sale of goods and services.
The financial income and expenses of the parent company concerning balances with subsidiaries and associates appear from note 10.
The parent company's balance with subsidiaries primarily concerns ordinary trade balances concerning purchase and sale of goods and services. Balances do not carry interest and are entered into on the same terms as with the other customers and suppliers of the parent company.
The dividend received by the parent company from subsidiaries and associates appears from the income statement and the cash flow statement.
N o t e s t o t h e a n n u a l r e p o r t
90
G r o u p Pa r e n t C o m pa n y
| Note | (DKK '000) | 2009/2010 | 2008/2009 | 2009/2010 | 2008/2009 |
|---|---|---|---|---|---|
| 23 | Other adjustments – Cash flow statement | ||||
| Share of profit after tax in associates | -17,194 | -13,679 | |||
| Provisions | 15,138 | 3,198 | 14,291 | 5,602 | |
| Profit from sale of non-current assets | -2,273 | -4,315 | -3,585 | -2,093 | |
| Total | -4,329 | -14,796 | 10,706 | 3,509 | |
| 24 | Change in working capital – Cash flow statement | ||||
| Inventories | -18,256 | 37,652 | 4,563 | -2,854 | |
| Work in progress, net | 261,494 | -91,569 | 298,881 | -83,572 | |
| Receivables | -195,396 | 265,687 | -231,531 | 208,480 | |
| Trade payables, other debt etc. | -27,471 | -82,480 | -95,561 | -116,565 | |
| Total | 20,371 | 129,290 | -23,648 | 5,489 | |
| 25 | Liquidity | ||||
| Cash | 417,248 | 445,593 | 369,912 | 430,536 | |
| Bank overdraft | -379,110 | -367,194 | -270,276 | -282,436 | |
| Total | 38,138 | 78,399 | 99,636 | 148,100 | |
| Cash is combined as follows: | |||||
| Share of cash in joint ventures | 160,960 | 119,589 | 158,568 | 115,364 | |
| Other cash | 256,288 | 326,004 | 211,344 | 315,172 | |
| Total | 417,248 | 445,593 | 369,912 | 430,536 | |
Share of cash in joint ventures is exclusively available to the joint ventures.
26 Acquisitions
2009/2010
In the financial year 2009/2010, Per Aarsleff A/S has made the following acquisition:
In August 2010, Aarsleff OY has acquired 100% of the shares in Kiinteistö Oy Kuikan Huolto, Finland. The company is a property company.
| Fair value at the date of acquisition |
Accounting value before acquisition |
||
|---|---|---|---|
| Property, plant and equipment | 6,461 | 3,704 | |
| Current liabilities | -596 | 0 | |
| Net assets acquired | 5,865 | 3,704 | |
| Goodwill | 0 | ||
| Acquisition cost | 5,865 | ||
| Of this figure, cash | 0 | ||
| Cash acquisition cost/net cash flow at acquisition cf. Cash flow statement | 5,865 |
From the date of acquisition, the acquired company contributes to consolidated revenue with DKK 0 million and to the profit for the year with DKK 0 million.
H i g h l i g h t s a n d f i n a n c i a l r at i o s f o r t h e G r o u p ( e u r o )
| (EUR '000) | 2005/2006 | 2006/2007 | 2007/2008 | 2008/2009 | 2009/2010 |
|---|---|---|---|---|---|
| Income statement | |||||
| Revenue | 507,079 | 575,305 | 714,028 | 654,390 | 582,050 |
| Of this figure, work performed abroad | 189,598 | 208,723 | 213,986 | 230,518 | 199,897 |
| Operating profit | 15,282 | 23,570 | 38,693 | 28,228 | 8,346 |
| Profit before interest | 17,046 | 24,968 | 40,356 | 30,065 | 10,654 |
| Financial items, net | -2,268 | 108 | -2,816 | -2,078 | -1,824 |
| Profit before tax | 14,778 | 25,076 | 37,540 | 27,987 | 8,830 |
| Profit for the year | 12,431 | 19,858 | 28,180 | 20,974 | 6,442 |
| Balance sheet | |||||
| Non-current assets | 134,940 | 142,190 | 167,205 | 177,572 | 188,212 |
| Current assets | 192,246 | 223,576 | 263,741 | 246,555 | 283,276 |
| Total assets | 327,186 | 365,766 | 430,946 | 424,127 | 471,488 |
| Equity | 122,310 | 140,854 | 167,755 | 181,440 | 187,555 |
| Non-current liabilities | 42,266 | 48,633 | 53,469 | 56,728 | 51,560 |
| Current liabilities | 162,610 | 176,279 | 209,722 | 185,959 | 232,374 |
| Total equity and liabilities | 327,186 | 365,766 | 430,946 | 424,127 | 471,488 |
| Cash flow statement | |||||
| Cash flows from operating activities | 15,781 | 32,176 | 52,300 | 62,400 | 30,750 |
| Cash flows from investing activities | -37,845 | -23,027 | -42,445 | -36,409 | -29,058 |
| Of this figure, investment in property, plant and equipment, net | -29,965 | -22,390 | -41,347 | -40,071 | -33,872 |
| Cash flows from financing activities | 10,547 | -1,655 | -2,313 | -1,452 | -7,094 |
| Change in liquidity for the year | -11,516 | 7,494 | 7,542 | -24,539 | -5,403 |
| Financial ratios | |||||
| Gross margin ratio, % | 12.0 | 12.7 | 13.8 | 14.0 | 12.2 |
| Profit margin (EBIT margin), % | 3.0 | 4.1 | 5.4 | 4.3 | 1.4 |
| Net profit ratio (pre-tax margin), % | 2.9 | 4.4 | 5.3 | 4.3 | 1.5 |
| Return on invested capital (ROIC), % | 9.7 | 13.1 | 19.9 | 14.2 | 4.2 |
| Return on equity (ROE), % | 10.7 | 15.1 | 18.3 | 12.2 | 3.7 |
| Equity interest, % | 37.4 | 38.5 | 38.9 | 42.8 | 39.8 |
| Earnings per share (EPS), DKK | 44.8 | 71.5 | 101.8 | 76.4 | 24.6 |
| Share price per share of DKK 20 at 30 September, DKK | 504 | 770 | 488 | 576 | 410 |
| Price/equity value, DKK | 1.14 | 1.52 | 0.81 | 0.88 | 0.60 |
| Dividend per share, DKK | 4.80 | 4.80 | 4.80 | 4.80 | 4.80 |
| Number of employees | 2,670 | 2,839 | 3,181 | 3,217 | 3,162 |
| Applied translation rate | 7.4576 | 7.4544 | 7.4611 | 7.4443 | 7.4519 |
C o m pa n i e s i n t h e A a r s l e f f G r o u p
92
Company name Domicile Ownership interest %
| Construction | ||||
|---|---|---|---|---|
| Dan Jord A/S | Aarhus | Denmark | Contractors | 100 |
| Petri & Haugsted as | Rødovre | Denmark | Contractors | 100 |
| Wicotec A/S | Taastrup | Denmark | Contractors | 100 |
| E. Klink A/S | Skovlunde | Denmark | Contractors | 100 |
| Danklima Entreprise A/S | Aarhus | Denmark | Contractors | 100 |
| Brødrene Hedegaard A/S | Kastrup | Denmark | Contractors | 100 |
| Aarsleff Rail A/S | Aarhus | Denmark | Contractors | 100 ** |
| Atlas A/S | Aarhus | Denmark | Contractors | 67 |
| Per Aarsleff GmbH | Hamburg | Germany | Contractors | 100 |
| Aarsleff Bygg- och Anläggnings AB | Limhamn | Sweden | Contractors | 100 |
| Aarsleff Contractors AB | Limhamn | Sweden | Contractors | 100 |
| Pipe Technologies | ||||
| Danpipe A/S | Aarhus | Denmark | Contractors | 100 |
| Aarsleff Rörteknik AB | Stockholm | Sweden | Contractors | 100 |
| Aarsleff OY | Helsinki | Finland | Contractors | 100 |
| Kiinteistö Oy Kuikan Huolto | Helsinki | Finland | Property company | 100 |
| Per Aarsleff ZAO | St Petersburg | Russia | Contractors | 100 |
| Per Aarsleff Polska Sp. z o.o. | Warsaw | Poland | Contractors | 100 |
| UAB Aarsleff | Kaunas | Lithuania | Contractors | 100 |
| Aarsleff S.r.l. | Milan | Italy | Contractors | 100 |
| Aarsleff S.L.U. | Barcelona | Spain | Contractors | 100 |
| Insituform Rohrsanierungstechniken GmbH | Nuremberg | Germany | Contractors | 50 * |
| PAA International Engineering Corp. | Taichung | Taiwan | Contractors | 50 * |
| Ukar-Pipe Holding A/S | Aarhus | Denmark | Holding company | 50 * |
| Arpipe Holding A/S | Aarhus | Denmark | Holding company | 35 * |
| Piling | ||||
| Centrum Pæle Holding A/S | Vejle | Denmark | Holding company | 100 |
| Centrum Pfähle GmbH | Hamburg | Germany | Contractors | 100 |
| Centrum Pæle A/S | Vejle | Denmark | Pile production | 100 |
| CP Test A/S | Vejle | Denmark | Vibration and noise measurements | 100 |
| Per Aarsleff (UK) Limited | Newark | United Kingdom | Contractors | 100 |
| Centrum Pile Limited | Newark | United Kingdom | Pile production | 100 |
| Aarsleff Sp. z o.o. | Warsaw | Poland | Contractors | 100 |
| KPB Kutno Sp. z o.o. | Kutno | Poland | Pile production | 100 |
| Aarsleff Grundläggnings AB | Gunnilse | Sweden | Contractors | 100 |
| Centrum Påle AB | Älvängen | Sweden | Pile production | 100 |
| Dormant | ||||
| Aarsleff Holding Ltd. | Hong Kong | China | 100 |
European Pipeline Contractors Limited London United Kingdom 33 *
* Associate
** Owned by Per Aarsleff A/S (33%) and the 100% owned subsidiaries Petri & Haugsted as (33%) and Wicotec A/S (33%)
G r o u p Pa r e n t c o m pa n y
| Joint ventures | Ownership interest % | Sponsor | Ownership interest % | Sponsor |
|---|---|---|---|---|
| A.S.R. Projekts | 33 | 33 | ||
| Arge Neubau Liegeplatz 37 Rostock | 33 | 33 | ||
| Ballast Nedam-Per Aarsleff Joint Venture V.O.F. | 50 | 50 | ||
| BW Rock Group Swinoujsci – Spolka Cywilna | 40 Y | es | 40 Y | es |
| Costain-China Harbour-Aarsleff JV | 33* | 33* | ||
| Fourcon J.V. | 50 Y | es | 50 Y | es |
| Geo Aarsleff JV I/S | 50 | 50 | ||
| JV Streicher, Aarsleff & Tallqvist | 33 Y | es | 33 | |
| KMG-PAA-RN Consortium (Split Joint Venture) | 47 | 47 | ||
| LNG – Breakwater, Civil Group JV – Spolka Cywilna | 43 | 35 | ||
| Malmö Citytunnel Group HB | 25 | 25 | ||
| Minegruppen I/S (Split Joint Venture) | 53 Y | es | 53 Y | es |
| Motorvejskonsortiet Arkil-Aarsleff I/S | 50 Y | es | 50 Y | es |
| Nelis Infra-Aarsleff JV | 50 | 50 | ||
| Pihl-Aarsleff Brokonsortie I/S | 50 | Ja | ||
| Pihl-Banekonsortiet I/S | 50 | |||
| Samsøkonsortiet Aarsleff-Kremmer JV I/S | 50 Y | es | 50 Y | es |
| Svea Tunnel Joint Venture | 50 Y | es | ||
| Aalborg Kaserner Konsortiet I/S | 75 Y | es | 75 Y | es |
| Aarsleff & Bodo J.V. | 50 Y | es | 50 | |
| Aarsleff-BAM International Joint Venture V.O.F. | 50 | 50 | ||
| Aarsleff Bilfinger Berger JV I/S | 50 Y | es | 50 Y | es |
| Aarsleff Bilfinger Berger JV London Array | 50 Y | es | 50 Y | es |
| Aarsleff-Gruppen I/S | 100 Y | es | 33 Y | es |
| Aarsleff-Interbeton J.V. I/S | 50 Y | es | 50 Y | es |
| Aarsleff-Kamco J.V. I/S | 50 Y | es | 50 Y | es |
| Aarselff-Petri & Haugsted JV I/S | 100 Y | es | 50 Y | es |
| Aarsleff-Salcon J.V. I/S (Split Joint Venture) | 50 Y | es | 50 Y | es |
| Aarsleff-VG J.V. I/S | 50 Y | es | 50 Y | es |
| Aarsleff-Wicotec J.V. I/S | 100 Y | es | 50 Y | es |
| Aarsleff/NCC Modulvogntog I/S (Split Joint Venture) | 50 Y | es | 50 Y | es |
* Voting rights
According to S 5 (1) of the Danish Financial Statements Act, partnerships in which Per Aarsleff A/S is sponsor have abstained from preparing financial statements as these partnerships are included in the consolidated financial statements of Per Aarsleff A/S.
Joint venture partners
Ab Tallqvist Oy Arkil A/S Aug. Prien Bauunternehmung GmbH & Co. KG BAM International B.V. Ballast Nedam Dredging Bejstrup Holding Aps Beton- und Monierbau Gesellschaft m.b.H. Bilfinger Berger AG Boskalis International bv Costain Building & Civil Engineering Limited Damacon A/S Doraco Sp. z o.o.
E. Pihl & Søn A.S. Ed. Züblin AG Fr. Holst GmbH & Co. KG Geo Hochtief Construction AG Interbeton bv Josef MöbiusBau AG Kamco A/S KMG Inseneriehituse AS Kremmer Jensen ApS Ludwig Freytag GmbH & Co. KG Max Streicher GmbH & Co. KG
Martin Oetken GmbH & Co. KG NCC Danmark A/S Nelis Infra bv Petri & Haugsted as RBS Skals Joint Stock Company Rohde Nielsen A/S Salcon Engineering Berhad Skonto buve SIA Strabag AG VG Entreprenør A/S Wicotec A/S Züblin Spezial Tiefbau GmbH
a d d r e s s e s
94
Per Aarsleff A/S
Lokesvej 15 8230 Aabyhoej, Denmark Tel +45 8744 2222 Fax +45 8744 2249 [email protected] www.aarsleff.com
Dan Jord A/S
Viengevej 8 8240 Risskov, Denmark Tel +45 8621 2655 Fax +45 8621 1728 [email protected] www.danjord.dk
Petri & Haugsted as
Islevdalvej 181 2610 Roedovre, Denmark Tel +45 4488 7700 Fax +45 4488 7701 [email protected] www.petri-haugsted.dk
Wicotec A/S
Roskildevej 338 Postboks 10 2630 Taastrup, Denmark Tel +45 4332 4229 Fax +45 4332 4252 [email protected] www.wicotec-as.dk
Brødrene Hedegaard A/S
Teknikervej 9-11, Airside Copenhagen Airport 2770 Kastrup, Denmark Tel +45 4535 0920 Fax +45 4535 0930 [email protected]
Aarsleff Rail A/S
Lokesvej 15 8230 Aabyhoej, Denmark Tel +45 8734 3000 Fax +45 8626 1362 [email protected] www.aarsleffrail.com
Per Aarsleff GmbH
Friedrich-Ebert-Damm 111C 22047 Hamburg, Germany Tel +49 40 694 664 33 Fax +49 40 694 664 35
Aarsleff Bygg- och Anläggnings AB Box 60090
216 10 Limhamn, Sweden (Visiting address: Geijersgatan 4 A) Tel +46 40 51 20 50 Fax +46 40 51 15 94 [email protected] www.aarsleff.se
Danpipe A/S
Birkemosevej 32 8361 Hasselager, Denmark Tel +45 3288 4600 Fax +45 3288 4601 [email protected] www.danpipe.dk
Aarsleff Rörteknik AB
Box 7092 192 07 Sollentuna, Sweden (Visiting address: Kung Hans Väg 8 192 68 Sollentuna) Tel +46 8 594 764 00 Fax +46 8 594 764 01 [email protected] www.aarsleff.se
Aarsleff Oy
Alhonniituntie 6 01900 Nurmijärvi, Finland Tel +358 9 290 2280 Fax +358 9 290 22850 [email protected] www.aarsleff.fi
Per Aarsleff ZAO
Shpalernaya str. 36 191123 St Petersburg, Russia Tel +7 812 329 57 91 Fax +7 812 329 57 74 [email protected] www.aarsleff.ru
Per Aarsleff Polska Sp. z o.o.
ul. Wiertnicza 131 02 952 Warsaw, Poland Tel +48 2265 16972 Fax +48 2265 16972 [email protected] www.aarsleff.pl
UAB Aarsleff
Raudondvario pl. 141 47192 Kaunas, Lithuania Tel +370 37 370717 Fax +370 37 370717
Per Aarsleff A/S Latvijas filiale
Uriekstes str. 3, 2nd floor 1005 Riga, Latvia Tel +371 67382 392 Fax +371 67382 229 [email protected]
Centrum Pæle A/S
Groenlandsvej 96 7100 Vejle, Denmark Tel +45 7583 0111 Fax +45 7572 0546 [email protected] www.centrumpaele.dk
Centrum Pfähle GmbH
Friedrich-Ebert-Damm 111 22047 Hamburg, Germany Tel +49 40 69672 0 Fax +49 40 69672 222 [email protected] www.centrum.de
Per Aarsleff (UK) Limited
Hawton Lane, Balderton Newark, Nottinghamshire NG24 3BU, United Kingdom Tel +44 1636 611140 Fax +44 1636 611142 [email protected] www.aarsleff.co.uk
Aarsleff Sp. z o.o.
ul. Al. Wyscigowa 6 02 681 Warsaw, Poland Tel +48 2264 88835 Fax +48 2264 88836 [email protected] www.aarsleff.com.pl ´
Aarsleff Grundläggnings AB
Långavallsgatan 8 424 57 Gunnilse, Sweden Tel +46 31 330 32 30 Fax +46 31 330 32 39 [email protected] www.aarsleff.se
photographers Søren Gammelmark
Jakob Mark Indrek susi Jan Kofod Winther Photos taken by employees
Per Aarsleff A/S
Main office Lokesvej 15 DK-8230 Åbyhøj Denmark
Tel +45 8744 2222 Fax +45 8744 2249
CVR-no. 24 25 77 97
Copenhagen office Industriholmen 2 DK-2650 Hvidovre Denmark
Tel +45 3679 3333 Fax +45 3679 3300
[email protected] www.aarsleff.com