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Per Aarsleff Holding — Annual Report 2011
Jan 10, 2012
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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.
| Company profile | 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 for the Group | 21 |
| The year in brief | 22 |
| Outlook for 2011/2012 | 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 | 32 |
| commercial 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 |
|---|---|
| Independent auditor's report | 42 |
| Consolidated financial statements | 51 |
|---|---|
| Financial review | 51 |
| Consolidated financial statements | 52 |
| Financial statements of the parent company | 90 |
Addresses 106
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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
Aarsleff wants to contribute to the best possible infrastructure essential for sound financial growth in society. 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
36
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 expertise 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 cost optimised all phases.
Joint expertise
Aarsleff has established subsidiaries that are independent companies but at the same time part of the total expertise of the Aarsleff Group.
We strive to exploit joint expertise 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 skills within Construction, Piling and Pipe Technologies. They are all part of the vision of supplying the best product.
Collaboration comes natural 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 is an active participant and discussion 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 skills 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 a professional working relationship. This applies to the small details as well as in the overall perspective.
collaboration and synergy Glimpses of the year
Odin's Bridge in Odense
The canal connection across Odense Canal, scheduled for completion in 2014, is a chal lenging task for Piling and Construction who are working together on the project.
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Odin's Bridge consists of several substructures and Aarsleff is to construct the meadow bridges on each side of the canal. The meadow bridges will have lengths of 80 and 280 metres and will be constructed as parallel bridges with a total width of 25 metres. The concrete work also includes swing foundations and retaining walls.
Acquisitions create synergy
Aarsleff has acquired the shares in the Danish contracting company VG Entreprenør A/S in Lemvig which specialises in coastal protection and other marine work. In addi tion, Aarsleff has acquired the shares in the specialist contracting company Østergaard A/S in Vejle which has more than 30 years' experience in civil engineering work, direc tional drilling and tunnelling.
Both companies will continue having their own management and identity. With the acquisitions, Aarsleff will increase the syn ergy through collaboration across the Group.
No-Dig and excavation in one contract
Aarsleff's new framework agreement with the wastewater company Fredericia Spildevand A/S became effective on 1 October. On the same day, seven employees from Fredericia Spildevand were transferred to Aarsleff.
During the next six years, Construction and Pipe Technologies are to rehabilitate the sewers of Fredericia Municipality according to the principles of partnering. The contract is the first of its kind to combine No-Dig and excavation work in one contract.
The contract value is expected to be DKK 150 million over a period of six years.
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.
Civil engineering 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 skills 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 parking.
Geotechnical fields of specialisation and equipment
Aarsleff has translated the geotechnical challenges into a number of specialised skills. 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 expertise is 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, VG Entreprenør A/S and Aarsleff Anläggning 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.
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infrastructure specialists Glimpses of the year
harbour extension in Hvide Sande
The pier construction project at Hvide Sande includes extension of an existing pier and construction of a new pier – Aarsleff and VG Entreprenør A/S are collaborating on the project.
The work is at a standstill during the winter, but in March we will continue placing the approx. 200,000 tons of rock material to be used as core filling in the pier. The largest stones weigh up to 25 tons. When the project is completed in September 2012, we will have built in more than 3,300 concrete blocks on top of the pier, serving as access road.
The old pier will be extended by approx. 70 metres, and the new pier, called the South Pier, will be 700 metres long.
Expansion of the natural gas system
In a working relationship with two German partners, Aarsleff is building a new compres sor station and expanding the existing valve arrangement on behalf of Energinet.dk in Egtved.
The construction of the compressor sta tion is part of the expansion of the natural gas system in southern Jutland as the natural gas production in the North Sea is declining.
The project is carried out in a turnkey contract and has a total value of DKK 470 million.
Fibre contract with TDC
Petri & Haugsted has signed a five-year contract with the Danish communications company TDC for installation of customerordered fibre connections and error correc tion of the fibre network in Denmark.
The contract will be carried out in collabo ration with Eltel Networks A/S and Munck Forsyningsledninger a/s and will be valid for a five-year period with an option to extend it for another two years.
W i n d t u r b i n e f o u n d a t i o n s
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– for the CO2 friendly energy production of the future
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 executed more than 450 offshore wind farm foundations in concrete and steel, and also, we have contracts for almost 200 scheduled for execution in 2012 and 2013.
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 as a result, we hold a market leading position internationally.
Unique expertise
Our technical expertise also comprises 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. the London Array Offshore Wind Farm, Rødsand 2 and Horns Rev 2.
We have thorough knowledge of the business
Being two of the largest contractors within marine work in Northern Europe, the Aarsleff Bilfinger Berger JV I/S (ABJV) 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
Aarsleff's contribution to the London Array, the world's largest offshore wind farm upon completion, comprises production and instal lation of 177 monopile foundations as well as installation of wind turbines. In collaboration with the partner Bilfinger Berger GmbH, we are busy installing the foundations.
During the summer, the installation took place, assisted by three vessels with a total lifting capacity of approx. 10,000 tons. The vessels Sea Worker, Svanen and Adventure operate at shallow and deep water, and at the end of the year, Svanen was replaced by the vessel Discovery which, according to plan, will begin the installation of approx. 100 wind turbines in the beginning of 2012. Sea Worker and Adventure will continue installing the remaining foundations and subsequently take part in the installation of the wind turbines.
The London Array contract has a value of approx. DKK three billion.
The DanTysk Offshore Wind Farm in the North Sea
In a joint venture referred to as ABJV, Aarsleff and German Bilfinger Berger GmbH have entered into a contract for production and installation of 80 monopile foundations for the offshore wind farm DanTysk, located approx. 70 kilometres west of the island Sylt in the North Sea.
Planning and production of the founda tions, which will be installed in water depths of up to 32 metres, will take place in the period up to 2012 when the installation will be commenced.
The monopiles are up to 65 metres long and weigh up to 730 tons. Besides the mono pile, the foundation consists of a transition piece with a weight of 250 tons and a length of up to 27 metres. The foundation diameter is up to 6 metres.
R a i l w ay w o r k – infrastructure on rails
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Track renewal in southern Jutland.
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 specialist equipment.
First class 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 renewal in southern Jutland
During the summer, Aarsleff Rail A/S and Strukton Rail have renewed the tracks between the towns of Bramming and Tønder in southern Jutland.
The line was closed for train traffic from the end of June till mid-November. During this period, the work took place 24/7. The work involved extensive track renewal and ballast cleaning of approx. 41 kilometres of track. The final track renewal work was carried out during the winter, and the ballast cleaning comprised cleaning of 180,000 tons of old ballast stone of which approx. 120,000 tons were discarded and removed.
Renovation of Nørreport Station
The Pihl-Aarsleff Nørreport Consortium has entered into a contract with Rail Net Denmark for a major renovation and rebuilding of Nørreport Station in Copenhagen.
The station is a junction for commuter trains, long-distance trains and metro trains, and the consortium is to carry out a thorough renovation of the concrete structures in tun nel pipes, install fire protection and ventila tion systems, clean concrete surfaces, mount new platform ceilings and install new lighting. Above ground, new lightweight buildings and 2,500 parking spaces for bicycles are to be constructed.
The contract value is DKK 400 million.
Installation work for Rail Net Denmark The first phase of Rail Net Denmark's signal ling project which comprises replacement of the old signalling system on the regional lines and the Copenhagen commuter rail network will be carried out by Aarsleff Rail A/S in col laboration with Strukton Rail.
The work comprises installation of cables and equipment along the tracks of the Copenhagen commuter rail network, and the project will be carried out over the next five to six years.
I n t e r n a t i o n a l a c t i v i t i e s
38 40 42 44 46
– synergy across frontiers
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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 means working together 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.
D4510XP DK: BK:3.09
Rehabilitation of main road in Tanzania.
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48 50 52 54 56 58 60 62
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.
In spite of cultural and regional differences, there is an unambiguous attitude towards professional contracting and a will to exploit the business-related synergy potential on the international market.
Aarsleff makes a targeted effort to establish competent and competitive consortia and working relationships capable of tendering for large jobs in Denmark and abroad.
26 international activities Glimpses of the year
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New road contract in Tanzania
A Another 68 kilometres of main road from Iringa to Mafinga in Tanzania will be rehabili tated by the Aarsleff-BAM International Joint Venture.
The partners are already collaborating on a 95-kilometre main road in southwestern Tanzania. The new 68-kilometre contract is an extension of a previous 150-kilometre road contract which was completed in the autumn, two days ahead of schedule.
D01120K DK:3.28 A The new contract has a value of DKK 290 million and is expected to be completed in August 2013.
Egyptian water treatment plant
From 2010 to 2013, Aarsleff will expand the drinking water plant in Nubariya in Lower Egypt where the need for pure drinking water is increasing.
ø800bt-24.6\$ Aarsleff's job is to design the plant, supply and install all mechanical and electrical equipment, supervise the installation work and commission the plant. The capacity of the drinking water plant will be increased to 100,000 cubic metres of water per day, three times the capacity prior to the expansion.
The client is the national ministry of water supply.
Set-up in Greenland
Greenland offers many interesting future infrastructure projects which is why Per Aarsleff Grønland ApS has been set up.
MD4502XP DK: BK:1.97 A The last two years, we have worked for the U.S. Army with coastal protection and handling of scrap on Thule Air Base. We have blasted and transported 100,000 cubic metres of rock and established approx. 950 metres of slope protection to prevent erosion of the coast. In continuation of this contract, we were awarded a contract for renewal of an aircraft stand next summer.
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
Trenchless pipe renewal is not affected by the winter.
Aarsleff is one of the world's leading companies 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 in the lead when it concerns the demands for increased quality. Therefore, Aarsleff in Denmark is affiliated with the Control Scheme for Danish CCTV Inspection Companies (DTVK), 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 the 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.
industrialisation in Pipe Technologies Glimpses of the year
New glass fibre liner
Aarsleff has developed a glass fibre liner for renewal of gravity pipelines. The liner can be used for different types of pipelines such as rainwater, wastewater and industrial pipe lines.
The liner has high mechanical properties and a high wear resistance, and it is cured by means of UV light. The curing method is both time-saving and more environmentally friendly than traditional curing methods with steam and water, and as a result of the high mechanical properties, the wall thickness can be reduced.
The raw material is supplied in large rolls to our factory where they are sewn together to fit the dimensions of the individual projects.
CIPP Lining deep below ground
In October, a 390-metre-long and 29-ton-heavy CIPP Lining was installed in a depth of 16 metres in Gentofte.
Aarsleff built an extra-high pressure tower of five to six metres to be able to maintain the pressure during the installation. The depth required an inside pressure on the liner to keep it from collapsing due to the pressure from the groundwater.
New toilet downpipes in residential estate This summer, Aarsleff rehabilitated all toilet downpipes in the residential estate Skovgaardsparken in the western part of Aarhus. There are nine residential estates with
a total of 192 flats. The work caused minimum disturbance to the residents as the rehabilitation and open ing of laterals took place from the basement. The CIPP Lining in each residential estate was completed in just one day. As a result of the method, it was not necessary to access the flats, and Brabrand Housing Association
avoided expensive and difficult demolition
work.
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
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Quay sheet pile wall at Urban Mediaspace Aarhus at Port of Aarhus.
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 maintain our position and continue our development.
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, the UK, 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.
Industrialisation at sea
We have a wide range of experience from many years of harbour and bridge projects 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, the UK, 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
Quay sheet pile wall at Urban Mediaspace Aarhus
In connection with the construction of Urban Mediaspace Aarhus, Aarsleff is carrying out the construction pit including the instal lation of sheet piles walls and sheet piles, demolition of existing berthing structures, groundwater lowering as well as soil handling and change of berthing structures.
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The quay sheet pile wall consists of 466 running metres of steel sheet piling of which approx. 170 metres are to be executed from the sea. The new quay extends over an area of approx. 900 metres, from Europaplads in the south to Skibbrogade in the north, and lies inside as well as outside the existing water front.
Acquisition of two Swedish companies
In January, two new Swedish companies, Kran & Pålning AB and Europile Pålteknik AB, both located in Gothenburg, were integrated into the Aarsleff Group.
The companies have sound financial back grounds and good knowledge of the market, which goes hand in hand with Aarsleff's aim to industrialise and standardise the products within foundation.
The acquisitions have doubled Aarsleff's capacity within production of precast concrete piles and execution of foundation work in Sweden.
Newly developed pile joint
Centrum Pæle A/S in Vejle has developed a pile joint for reinforced concrete piles.
The tie rods, which make up an important part, are cut up and rolled with metric thread. For this process, a new fully automated plant was commissioned. The plant allows a rational production of anchor bolts, rock bolts, mounting stays and threaded bars in different dimensions.
The pile joint method complies with all requirements to CE marking as well as fatigue requirements for dynamic loads. Also, it complies with the requirements to the German type approval as Germany is a large market for Centrum Pæle.
H i g h l i g h t s f o r t h e G r o u p
| (DKK '000) | 2006/2007 | 2007/2008 | 2008/2009 | 2009/2010 | 2010/2011 |
|---|---|---|---|---|---|
| Income statement | |||||
| Revenue | 4,288,556 | 5,327,435 | 4,871,473 | 4,337,382 | 6,147,489 |
| Of this figure, work performed abroad | 1,555,906 | 1,596,572 | 1,716,042 | 1,489,609 | 2,793,218 |
| Operating profit | 175,700 | 288,695 | 210,137 | 62,195 | 136,318 |
| Profit before interest | 186,122 | 301,101 | 223,816 | 79,389 | 152,837 |
| Net financials | 806 | -21,009 | -15,470 | -13,590 | -19,458 |
| Profit before tax | 186,928 | 280,092 | 208,346 | 65,799 | 133,379 |
| Profit for the year | 148,031 | 210,250 | 156,135 | 48,008 | 97,778 |
| Balance sheet | |||||
| Non-current assets | 1,059,941 | 1,247,532 | 1,321,899 | 1,402,535 | 1,587,942 |
| Current assets | 1,666,622 | 1,967,802 | 1,835,430 | 2,110,948 | 2,778,905 |
| Total assets | 2,726,563 | 3,215,334 | 3,157,329 | 3,513,483 | 4,366,847 |
| Equity | 1,049,979 | 1,251,639 | 1,350,698 | 1,397,640 | 1,471,851 |
| Non-current liabilities | 362,530 | 398,941 | 422,302 | 384,217 | 449,019 |
| Current liabilities | 1,314,054 | 1,564,754 | 1,384,329 | 1,731,626 | 2,445,977 |
| Total equity and liabilities | 2,726,563 | 3,215,334 | 3,157,329 | 3,513,483 | 4,366,847 |
| Cash flow statement | |||||
| Cash flows from operating activities | 239,853 | 390,212 | 464,521 | 229,145 | 330,604 |
| Cash flows from investing activities | -171,653 | -316,688 | -271,039 | -216,541 | -428,817 |
| Of this figure, investment in property, plant and equipment, net | -166,903 | -308,496 | -298,303 | -252,408 | -278,030 |
| Cash flows from financing activities | -12,335 | -17,261 | -10,806 | -52,865 | 26,465 |
| Change in liquidity for the year | 55,865 | 56,263 | 182,676 | -40,261 | -71,748 |
| Financial ratios | |||||
| Gross margin ratio, % | 12.7 | 13.8 | 14.0 | 12.2 | 10.0 |
| Profit margin (EBIT margin), % | 4.1 | 5.4 | 4.3 | 1.4 | 2.2 |
| Net profit ratio (pre-tax margin), % | 4.4 | 5.3 | 4.3 | 1.5 | 2.2 |
| Return on invested capital (ROIC), % | 13.1 | 19.9 | 14.2 | 4.2 | 8.5 |
| Return on equity (ROE), % | 15.1 | 18.3 | 12.2 | 3.7 | 6.8 |
| Equity interest, % | 38.5 | 38.9 | 42.8 | 39.8 | 33.7 |
| Earnings per share (EPS), DKK | 71.5 | 101.8 | 76.4 | 24.6 | 48.0 |
| Share price per share of DKK 20 at 30 September, DKK | 770 | 488 | 576 | 410 | 376 |
| Price/equity value, DKK | 1.52 | 0.81 | 0.88 | 0.60 | 0.52 |
| Dividend per share, DKK | 4.80 | 4.80 | 4.80 | 4.80 | 4.80 |
| Number of employees | 2,839 | 3,181 | 3,217 | 3,162 | 3,473 |
T h e y e a r i n b r i e f
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Third generation artificial grass pitch at Herning football exploratorium.
The consolidated profit for the financial year 2010/2011 was DKK 133 million before tax against DKK 66 million the year before. Earnings expectations were DKK 120 million at the beginning of the financial year.
Revenue came to DKK 6,147 million compared with DKK 4,337 million last financial year.
The Danish operations reported revenue of DKK 3,354 million compared with DKK 2,847 million last financial year. The foreign operations reported revenue of DKK 2,793 million against DKK 1,490 million last financial year. The increase is attributable mainly to the London Array project.
The profit for the year was DKK 98 million after tax compared with DKK 48 million last financial year.
Overall, the results meet the expectations at the beginning of the year.
Cash flows from operating activities with deduction of investments came to a negative liquidity flow of DKK 98 million against a positive liquidity flow of DKK 13 million last financial year. Total investments came to DKK 429 million of which DKK 149 million came from investments in subsidiaries.
Construction reported profit before interest of DKK 27 million against DKK 19 million last financial year. Pipe Technologies reported profit before interest of DKK 38 million against DKK 36 million last financial year. Piling reported profit before interest of DKK 88 million against 24 million last financial year.
Net profit ratio of the Group was 2.2% compared to 1.5% last financial year. Equity was 34% of the balance sheet total against 40% at the end of last financial year.
The number of full-time employees is 3,473 against 3,162 last year.
The Board of Directors recommends that the dividend remains unchanged at DKK 4.80 per share corresponding to DKK 11 million.
O u t l o o k f o r 2 0 1 1 / 2 0 1 2
Establishment of pipe reservoir by means of tunnelling in Aarhus.
For the coming financial year, a profit before tax of DKK 180 million is expected. The activity in the market is stable at a relatively high level but will continue to be characterised by keen competition with international contracting companies tendering for work to an increasing extent. Revenue is expected to be above the 2010/2011 level.
Investments provided for in the budget amount to DKK 280 million. On the threshold of the new financial year, the volume of orders is higher than last year as a result of the contracts for the offshore wind farms DanTysk and London Array.
As for civil engineering projects, 2011/2012 will be characterised by positioning and tendering for future large-scale infrastructure projects in Denmark and one-off contracts abroad. We maintain our policy of selective order intake and focus on the areas where profitability is proportional to effort and risk.
We will continue specialising in demanding infrastructure projects such as railway work and execution of offshore wind foundations.
In Pipe Technologies, we will continue to concentrate our activities within market and product development focusing on Europe, and we will continuously seek new market opportunities with a view to exploiting our expertise within trenchless pipe renewal.
Piling will focus on benefitting from a good starting position in a market which is gradually returning to a more stable level. The focus will continue to be on the primary markets in Denmark, the UK, 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 sector and as well as the private sector.
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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
24
Segment results came to DKK 27 million before interest or 0.7% of revenue. Results fell short of expectations. Revenue increased by 47% to DKK 3,783 million. The Danish operations reported a revenue increase of 15% to DKK 2,563 million, and the foreign operations reported a revenue increase of 245% to DKK 1,220 million.
The activity within offshore wind foundations is high. At 30 September 2011, 71 foundations out of a total of 177 have been installed for the London Array Offshore Wind Farm, and the project's contribution to the expected results continues to be assessed in consideration of the risks involved in the project.
Design and planning in connection with DanTysk in the North Sea is progressing, and onshore pile manufacturing is expected to begin in the second quarter of the financial year 2011/2012. Offshore activities are expected to begin at the end of the calendar year 2012.
The execution of the offshore wind foundations for the London Array is scheduled for completion in the financial year 2012/2013. Effective 1 April 2011, Offshore Wind was established as an independent organisational unit under the Construction segment with a view to exploting the market opportunities.
The general tendering activity is significant. During the year, we have worked with positioning and tendering for large infrastructure projects which are to be executed in Denmark in future years. On the lines of previous years, we have continued our work of seeking contracts which involve the contractor at an early stage and which comprise design, planning and execution.
The Group's expertise within railway activities is pooled in Aarsleff Rail A/S with a view to strengthening the business area by specialisation and dedicated development. Aarsleff Rail reported a loss of DKK 31 million before tax, attributable mainly to write-down of one-off projects and a disappointingly low level of activity on the Danish railway market.
Petri & Haugsted as specialises in cable work and communication lines. Results were affected by 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 building sector.
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 service assignments in Greater Copenhagen as well as operational tasks for Copenhagen Airports A/S. Results were above expectations in spite of the general downturn in economy.
Aarsleff Anläggning AB carries out civil engineering work primarily in the Malmö region. Results fell short of expectations.
The companies Østergaard A/S and VG Entreprenør A/S were acquired during the financial year. Østergaard carries out civil engineering work as well as directional drilling and tunnelling. VG Entreprenør specialises in coastal protection and other marine construction work.
In the new financial year, we expect an increasing level of activity and a profit before interest of 2% of revenue. Long-term earnings expectations are 4%. The long-term expectations to revenue development will follow economic trends and market potential.
Pipe relocations at the City Hall Square in Copenhagen prior to the Cityringen project.
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 38 million before interest or 4.4% of revenue. Results were slightly below expectations. Revenue increased by 1% to DKK 863 million. The Danish operations reported a revenue increase of 8% to DKK 367 million, while the foreign operations reported a revenue decline of 4% to DKK 496 million.
The level of activity of the utility companies in Denmark within pipe renewal has returned to a more normal level of activity compared to last year, and Pipe Technologies reported profit above expectations within this field. The Housing and Industry segments fell short of expectations.
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Pipe Technologies is making an increasing number of framework agreements with customers on pipe renewal collaboration over a period of years. Often, it takes place in collaboration with Construction. We have positive experience with this type of collaboration which allows increased efficiency through joint development and planning.
The subsidiaries in Sweden, Finland, Poland and Russia performed below expectations. Activities in the Netherlands and the UK are under establishment.
Germany is the biggest market for trenchless pipe renewal in Europe. On the German market, the German associate is equally owned with an American partner. The results are above expectations as a result of income recognition of DKK 10 million concerning a change in the tax rate applied to deferred tax.
Export projects within drinking water supply and wastewater as well as trenchless pipe renewal reported results in line with expectations at the beginning of the financial year. The activities were mainly carried out in the Baltic States, Russia and Sri Lanka.
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. Pipe Technologies will continuously seek new market potential with a view to exploiting the expertise within trenchless pipe renewal, focusing primarily on Europe.
At our production plant in Hasselager, we manufacture and impregnate the polyester felt liners that are used for pipe renewal. Also our activities within product and method development are based in Hasselager. The cornerstone of our development activities is a production engineering centre which supports sales and production in departments and subsidiaries.
In the new financial year, we expect an increasing level of activity and a profit before interest of 4.5% of revenue. Long-term earnings expectations are 6%. Long-term expectations to revenue development are 5 to 10% per year.
Glass fibre-reinforced polyester pipes installed at the hydroelectric power plant, Harteværket, in Kolding.
Aarsleff CIPP Lining of leaky chimney at Amalienborg Palace, Copenhagen.
T h e p a s t y e a r i n P i l i n g
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Segment results came to DKK 88 million before interest or 5.9% of revenue. Results exceeded expectations. Revenue increased by 65% to DKK 1,501 million. The Danish operations reported a revenue increase of 46% to DKK 424 million, and the foreign operations reported a revenue increase of 74% to DKK 1,077 million.
Firstly, the Piling segment consists of the highly industrialised activities related to the system of precast concrete piles which is marketed in Denmark, the UK, Germany, Poland and Sweden. In addition, the segment contains related geotechnical services and an increasing number of project-based activities that involve foundation work which to a large extent is carried out through integral collaboration with Construction.
In Denmark, the level of activity has been increasing from the very low level in previous financial years which was strongly affected by the downturn in the economy within the building sector. The results are above expectations at the beginning of the financial year.
Centrum Pæle A/S reported results above expectations due to an increase in sales to foreign countries.
The subsidiary in Poland saw a reduced level of activity compared to the extraordinarily high level of activity of last year. For some years, the market has been characterised by significant fluctuations. The company performed below expectations, but the market position has been consolidated in the period.
In Sweden, we acquired new activities in the beginning of the year which have been integrated into the existing organisation. As a result, the level of activity has increased significantly, and the company has begun realising assumed synergies.
The activities in Germany are increasing, and the company reported results above expectations.
The activities in the UK continue to be loss-making under the difficult market conditions. In particular, the market for precast concrete piles experienced an extraordinary, negative effect. Additional adjustments were carried out.
In the course of the financial year, we have continued the work of exploiting the advantages of internationalisation, for example by incorporating the same standards, methods and equipment in the four pile factories in Denmark, the UK, 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.
In the new financial year, we expect a revenue decline attributable mainly to the organisation of Offshore Wind under the Construction segment. Profit before interest is expected to amount to 5.5% of revenue. Long-term earnings expectations are 6%. Long-term expectations to revenue development are 5 to 10% per year.
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
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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 2011, 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 carries 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 21 December 2011, 4,572 shareholders were registered, corresponding to approx. 78% of the share capital.
Shareholders may exercise their voting rights at the Annual General Meeting only after having had their shares entered in 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 2011, the market capitalisation of treasury shares was DKK 86.3 million.
The holding of treasury shares has been acquired to increase the financial flexibility for future acquisitions.
The holding of treasury shares amounted to 10%. At the Annual General Meeting in January 2011, the Board of Directors was authorised for the next five years to allow the company to acquire treasury shares within a total nominal value of 20% of the share capital of the company.
Market capitalisation
At 30 September 2011, the market capitalisation of the company shares was DKK 776 million.
Capitalisation and dividend policy
The company considers an equity interest of 40% appropriate in consideration of the company's financial conditions. An equity ratio above this level will initially be met by acquisition of treasury shares. 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 21 December 2011 Number of shares Percentage of capital Percentage of votes Arbejdsmarkedets 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 14,201 0.63 0.44 Treasury shares 226,500 10.00
Stock exchange announcements
| 15 November 2010 | Aarsleff takes over the shares of VG Entreprenør A/S | |
|---|---|---|
| 14 | December 2010 | Aarsleff to build new compressor station near Egtved, Denmark |
| 20 | December 2010 | Preliminary announcement of the Financial Statements for 2009/2010 |
| 14 | January 2011 | Aarsleff takes over two Swedish piling contractors |
| 20 | January 2011 | Aarsleff to construct bridges for the Odin Bridge project in Odense, Denmark |
| 31 | January 2011 | Annual General Meeting of Per Aarsleff A/S |
| 21 | February 2011 | Aarsleff takes over the shares in the Danish contracting company Entreprenørfirmaet Østergaard, Vejle |
| 25 | February 2011 | Interim Report for the period 1 October-31 December 2010 |
| 3 | March 2011 | Insiders' trading |
| 31 | March 2011 | Aarsleff to execute construction pit for Mediaspace and new waterfront at Port of Aarhus |
| 13 | April 2011 | Aarsleff signs contract for the offshore wind farm DanTysk in the North Sea |
| 27 | May 2011 | Interim Report for the period 1 October 2010-31 March 2011 |
| 5 | August 2011 | Aarsleff Rail A/S to carry out installation work for Banedanmark's signalling system |
| 19 | August 2011 | Aarsleff enters into framework agreement with Fredericia Spildevand A/S |
| 31 | August 2011 | Interim Report for the period 1 October 2010-30 June 2011 |
| 5 | September 2011 | Aarsleff signs contract for renovation of Nørreport Station |
| 3 | October 2011 | New road contract in Tanzania |
| 5 | October 2011 | Aarsleff company signs five-year agreement with TDC |
| 8 | December 2011 | Aarsleff announces upward adjustment |
| 21 | December 2011 | Preliminary announcement of the Financial Statements for 2010/2011 |
Financial calendar
| 31 | January 2012 | Annual General Meeting held at the Group headquarters, Lokesvej 15, 8230 Aabyhoej, at 15:00 | |||
|---|---|---|---|---|---|
- February 2012 Dividend paid to shareholders
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February 2012 Preliminary announcement of the Financial Statements for Q1 of 2011/2012
-
May 2012 Preliminary announcement of the Financial Statements for H1 of 2011/2012
- August 2012 Preliminary announcement of the Financial Statements for Q3 of 2011/2012 December 2012 Preliminary announcement of the Financial Statements for 2011/2012
C o r p o r a t e g o v e r n a n c e
With a few exceptions, Aarsleff's Management is following the recommendations of NASDAQ OMX Copenhagen A/S on good corporate governance, found on www.corporategovernance.dk.
The exceptions comprise:
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- The remuneration of the Executive Management has not, contrary to recommendations, been specified for the individual members, cf. the section on remuneration of the Board of Directors and the Executive Management.
- The terms of reference of the nomination committee are less comprehensive than recommended because Aarsleff's Management is of the opinion that some of the recommended assignments are most appropriately taken care of directly by the Board of Directors.
- It is not considered necessary or appropriate that the Board of Directors meets with the company's auditor without the presence of the Executive Management. The reason is that the meetings with the the company's auditor in the audit committee is without the presence of the Executive Management.
The below statement concerns the recommendations which were updated most recently on 8 April 2010. In August 2011, new recommendations were published. These will apply to the financial year 2011/2012.
An outline of the company's approach to the individual recommendations is available at www.aarsleff.com.
Relations to shareholders
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.
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 stakeholders
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 stakeholders, 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 other stakeholders. 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 stakeholders.
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.
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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.
During the course of the year, the Board of Directors held a total of five meetings attended by 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 Act on Registered and State-Authorised Public Accountants, an Audit Committee has been established. The Audit Committee consists of three board members and functions also as Nomination Committee and Remuneration Committee. During the course of the year, the Committee held a total of three 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 at any time 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 Executive Management. 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 is composed by four external board members, elected for one year at a time by the Annual General Meeting, and two board members elected by the staff for a fouryear 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 is discussed in the entire board.
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 industry insight (Leif Endersen and Søren Kristensen).
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.
In the articles of association, 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 they have attained the age of 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 Committee.
On page 40, the shareholding of the individual board members is stated as well as the total shareholding of the Executive Management.
The company has not, contrary to recommendations, specified the remuneration to the individual members of the Executive Management, as Management considers this to be irrelevant and inappropriate.
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.
C o m m e r c i a l r i s k a s s e s s m e n t
Commercial risks
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Within our specialised fields, we execute a number of routine jobs involving a large degree of repetition. One of the effects of the repetitions 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 repetitions allow monitoring, control and inspection.
Also, we minimise risks on large one-off projects by entering into joint venture agreements. As a result, we will obtain a harmonisation of the organisational capacity as well as reduced effects from unsuccessful projects. Whenever 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 managed centrally within Aarsleff 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-term and long-term receivables from group enterprises are not hedged.
Interest rate risks
At the end of September 2011, the Group's interest-bearing liabilities less interest-bearing assets totalled a net debt of DKK 231 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 consists 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
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 are now based on the internationally recognised COSO framework.
Control environment
36
The Board of Directors has set up an Audit Committee mainly to assist the Board of Directors in monitoring financial reporting and the efficiency of the Group's internal controls and risk management systems.
The Audit Committee has supervisory responsibilities and reports to the entire Board of Directors. 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 Directors' 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.
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.
48 50 52 54 56 58 60 62
Risk assessment
Aarsleff's Executive Management carries 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 communication
Aarsleff maintains information and communication systems to ensure that the financial reporting is correct and complete. Accounting policies, procedures and other reporting instructions are updated when required and reviewed at least once a year. We find it important that these and other policies relevant for the internal control of financial reporting are available for relevant employees.
ø800bt-24.6\$ The Aarsleff Group's accounting policies are specified in accounting and reporting instructions submitted to the Group's subsidiaries each year.
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ø800bt-23.7\$ D
Monitoring
23
25
Aarsleff uses an extensive financial control system to monitor the company's performance, which facilitates detection and correction of any errors and irregularities in the financial reporting at an early stage, including weaknesses found in the internal control system and non-compliance with procedures and policies etc.
D4502XP BK:1.97 Compliance with accounting policies is currently monitored at group level and other operating levels by controllers. This includes an annual review and assessment of whether the control design of relevant subsidiaries complies with the standards of the Aarsleff Group's concept for internal controls.
A 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 recommendations from the auditor elected at the Annual General Meeting. The Audit Committee monitors that the Executive Management reacts efficiently to weaknesses or shortcomings 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
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 environmental policy and occupational health and safety policy.
We have the following focus areas:
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- Further development of our infrastructure projects to prevent 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
• Improved employee health and safety to maintain satisfied employees which are capable of working fully responsibly with regard to health and safety.
To ensure a continuous development of our corporate social responsibility, we have focussed on the below-mentioned areas during the past year, and we wish to continue doing so during the next two to four years.
Environmental aspects
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. However, we have not been able to continue this positive development in the past three years. This is mainly due to two cold winters which required consumption of energy to heat up concrete forms and water used in the production. However, we have succeeded in maintaining the energy consumption at the low, acceptable level obtained in 2007.
In the partnering framework agreement on No-Dig renewal with the utility company Aarhus Vand A/S, Pipe Technologies has set a target to reduce the CO2 emission by two percent per year. In collaboration with the customer, we have launched different initiatives in connection with planning of the assignments and methods for execution. Our point of departure is the CO2 emission of 2010, and at the end of 2011, we will be able to establish if we have reached the target.
We take our corporate social responsibility literally. As an example, we are aware of force majeure situations, and we are ready to make an extra effort. This was the case in August when Guldborgsund Municipality had great amounts of rainfall over a short period of time. We contacted the municipality, gathered all Aarsleff's available pumps, and in collaboration with the emergency task force of the municipality, we started pumping the water within 24 hours.
Development of knowledge in interaction with the outside world
MD4502XP DK: BK:1.97 A A The extension of the upper secondary school Rosborg Gymnasium was installed on the newly developed energy piles from Centrum Pæle. The energy piles have geothermal heating pipes incorporated into the piles. In addition to supplying the energy piles, Centrum Pæle has created a knowledge sharing between Rosborg Gymnasium and VIA University in Horsens. As a result, students from Rosborg Gymnasium are now taught in energy technology by teachers from VIA University. The students are also able to follow the production of geothermal heat by means of calculations and acquire practical experience in how to produce green energy.
We believe that one of our social tasks is to train young engineers to be able to work abroad. Consequently, we always have engineer trainees or newly qualified engineers on our international projects.
Safety and collaboration
ø800bt-24.6\$ We focus on occupational health and safety. We wish that our employees work safely and that attrition is prevented. Our goal is to reduce the number of accidents at work by preventing that accidents occur. Petri & Haugsted as (in 2003), Wicotec A/S (in 2007), Per Aarsleff A/S (in 2009) and Dan Jord A/S (in 2011) all hold an occupational health and safety certificate.
ø800bt-23.7\$ Dkanal 3200x1700 We have projects in Denmark as well as abroad, and we have the same standard in so far as concerns industrial safety for all projects. As a result, some of our foreign work sites are subject to a considerably higher standard of safety than the other, local work sites. In Tanzania where we are rehabilitating the main road from Iyovia to Iringa, our accident rate is at the same low level than at our Danish work sites. Also, on our own initiative we provide road safety education to the local pupils along the road stretch. At present, we have held courses on 22 schools, and more than 10,000 pupils have participated.
Accidents per million man-hours Based on reports at 31 December 2011
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, 60 years old
Managerial positions: The Danish Construction Association, The Export Section (Chairman) Danish Project Export Network (Chairman) egetæpper a/s (Chairman) DHI (Deputy Chairman) Danish Project Export Network
B.Sc.Eng. Lars M. Carlsen, 50 years old
No external managerial positions.
Executive Management's total number of shares in the company held at 21 December 2011: 9,941 (at 20 December 2010: 9,941).
Board of Directors
State Authorised Public Accountant Niels Skovgaard Møller, Chairman, 67 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. Total number of shares in the company held at 21 December 2011: 1,400 (at 20 December 2010: 1,400). Managerial positions: Ordrup Invest ApS (General Manager) Erik Dam A/S (Chairman) Erik Dam Holding A/S (Chairman) Stibo-Fonden (Deputy Chairman)
Executive Director/internal board member Andreas Lundby, Deputy Chairman, 61 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. Total number of shares in the company held at 21 December 2011: 875 (at 20 December 2010: 0). Managerial positions: Arla Foods amba (Executive Director) 4-Tune Invest ApS (General Manager) Andelssmør amba (Chairman) Arla Foods Ingredients Group P/S (Chairman) Arla Foods Ingredients S.A., Argentina, joint venture (Deputy Chairman) Mengniu Arla Dairy Products Co., Ltd., China (Deputy Chairman) Biolac GmbH & Co.KG, Germany
Danish Dairy Board
CEO Peter Arndrup Poulsen, 49 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. Total number of shares in the company held at 21 December 2011: 285 (at 20 December 2010: 285). Managerial positions: Tvilum-Scanbirk ApS (CEO) Noble-Nordmann Holding A/S Grundfos A/S
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. Total number of shares in the company held at 21 December 2011: 1,000 (at 20 December 2010: 1,000). Managerial positions: Kromann Reumert (partner) 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 Chris-Invest A/S CICO Invest A/S Dansk Bygningsanalyse A/S (Chairman) DMS Invest A/S (Chairman) Good Food Group A/S Orifarm A/S Redgreen A/S (Chairman) Silentor A/S (Chairman)
Foreman Leif Endersen (staff-elected), 48 years old
DK:3.32 BK:1.44 ø800bt-23.7\$ Dkanal 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. Total number of shares in the company held at 21 December 2011: 90 (at 20 December 2010: 90). No external managerial positions.
Plant Driver Søren Kristensen (staff-elected), 51 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. Total number of shares in the company held at 21 December 2011: 20 (at 20 December 2010: 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.
D01120K DK:3.28 BK:2.06
A A
26
A
33
ø800bt-24.6\$
MD4502XP BK:1.97
A
A
27
e n d o r s e m e n t s
42
Management's Statement
The Executive Management and Board of Directors have today considered and adopted the Annual Report of Per Aarsleff A/S for the financial year 1 October 2010 – 30 September 2011.
The Consolidated Financial Statements are prepared in accordance with International Financial Reporting Standards as adopted by the EU, and the Financial Statements are prepared in accordance with the Danish Financial Statements Act. Moreover, the Consolidated Financial Statements and the Financial Statements are prepared in accordance with additional Danish disclosure requirements for listed companies. Management's Review is also prepared in accordance with Danish disclosures 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 2011 of the Group and the Company and of the results of the Group and Company operations and consolidated cash flows for the financial year 1 October 2010 – 30 September 2011.
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, 21 December 2011
Executive Management
Ebbe Malte Iversen Lars M. Carlsen
Board of Directors
Niels Skovgaard Møller Andreas Lundby Carsten Fode
Chairman Deputy Chairman
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 and the Financial Statements of Per Aarsleff A/S for the financial year 1 October 2010 - 30 September 2011. The Consolidated Financial Statements and the Financial Statements comprise Income Statement, Assets, Liabilities and Equity, Statement of Changes in Equity and Notes for both the Group and the Company as well as Statement of Comprehensive Income and Cash Flow Statement for the Group. The Consolidated Financial Statements are prepared in accordance with International Financial Reporting Standards as adopted by the EU, and the Financial Statements are prepared in accordance with the Danish Financial Statements Act. Moreover, the Consolidated Financial Statements and the Financial Statements are prepared in accordance with additional Danish disclosure requirements for listed companies. Management's Review, which is not comprised by the audit, 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 the above-mentioned legislation and disclosure requirements. 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 and the Financial Statements 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
and the Financial Statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the Consolidated Financial Statements and the Financial Statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the Consolidated Financial Statements and the Financial Statements, 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 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 and the Financial Statements.
We believe that the audit evidence we have obtained is sufficient 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 give a true and fair view of the financial position of the Group at 30 September 2011 and of the results of the Group operations and cash flows for the financial year 1 October 2010 - 30 September 2011 in accordance with International Financial Reporting Standards as adopted by the EU and additional Danish disclosure requirements for listed companies.
In our opinion, the Financial Statements give a true and fair view of the financial position of the Company at 30 September 2011 and of the results of the Company operations for the financial year 1 October 2010 - 30 September 2011 in accordance with the Danish Financial Statements Act and additional Danish disclosure requirements for listed companies.
Statement on Management's Review
We have read Management's Review in accordance with the Danish Financial Statements Act. We have not performed any procedures additional to the audit performed of the Consolidated Financial Statements and the Financial Statements. On this basis, in our opinion, the information provided in Management's Review
is in accordance with the Consolidated Financial Statements and the Financial Statements.
Aarhus, 21 December 2011
PricewaterhouseCoopers
Statsautoriseret Revisionspartnerselskab
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 2010/2011 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. With a view to improving clarity of the annual report, the financial statements of the parent company for 2010/2011 have been prepared in accordance with the provisions of the Danish Financial Statements Act. Previously, the financial statements of the parent company were prepared in accordance with IFRS.
Income statement
Consolidated revenue for 2010/2011 increased by DKK 1,810 million or 42% from DKK 4,337 million to DKK 6,147 million, and in line with expectations at the beginning of the year, it was positively influenced by the activities in connection with the London Array Offshore Wind Farm.
Revenue from our Danish operations increased by DKK 507 million or 18% from DKK 2,847 million to DKK 3,354 million. Work performed abroad increased by DKK 1,303 million or 87% from DKK 1,490 million to DKK 2,793 million. The increase in exports can be attributed mainly to Construction with DKK 866 million and Piling with DKK 458 million and is mainly a result of the London Array project.
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, increased from DKK 3,809 million to DKK 5,532 million or by DKK 1,723 million corresponding to 45%. The gross profit increased by DKK 87 million.
Administrative expenses and selling costs increased from DKK 467 million to DKK 481 million or by DKK 14 million corresponding to 3%.
Operating profit came to DKK 136.3 million against DKK 62.2 million last financial year or an increase of DKK 74.1 million.
Share of profit after tax in associates decreased from DKK 17.2 million last financial year to DKK 16.5 million this year.
Financial income came to DKK 5.6 million this year against DKK 5.8 million last year. Financial expenses have increased from DKK 19.3 million to DKK 25.1 million or by 5.8 million.
Profit before tax was DKK 133.4 million against DKK 65.8 million last financial year.
Tax on profit for the year amounted to DKK 35.6 million corresponding to a tax rate of 27%. Tax for the year consists of a current tax expense of DKK 44 million and a tax income of DKK 8.4 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 97.8 million after tax against DKK 48 million last year.
Balance sheet
The consolidated balance sheet total amounted to DKK 4,367 million at 30 September 2011. This corresponds to an increase of DKK 854 million compared to the balance sheet total of last financial year of DKK 3,513 million.
On the asset side, the increase was attributable to non-current assets by DKK 185 million and to receivables by DKK 436 million. Cash increased by DKK 226 million.
Consolidated interest-bearing liabilities less interest-bearing assets constituted a net debt of DKK 231 million against a net debt of DKK 100 million at 30 September 2010.
Equity amounted to DKK 1,472 million at 30 September 2011 against DKK 1,398 million at the end of the previous financial year.
| Equity, DKK million | 2010/2011 | 2009/2010 | ||
|---|---|---|---|---|
| Equity at the beginning of the year | 1,398 | 1,348 | ||
| Dividend paid | -10 | -10 | ||
| Translation adjustments of investments | ||||
| in foreign subsidiaries and associates -24 27 |
||||
| Translation adjustments concerning | ||||
| derivative financial instruments | 13 | -4 | ||
| Transferred from profit for the year | 98 | 51 | ||
| Tax on changes in equity | -3 | 0 | ||
| Treasury shares | 0 | -14 | ||
| Equity at year end | 1,472 | 1,398 |
Cash flow statement
Cash flows from operating activities amounted to DKK 331 million against DKK 229 million last financial year or an increase of DKK 102 million.
Cash flows from investing activities came to a negative DKK 429 million against a negative DKK 217 million last financial year.
Cash flows from financing activities came to a positive DKK 26 million against a negative DKK 53 million last financial year.
Consequently, liquidity has decreased by DKK 72 million in the period.
C o n s o l i d at e d f i n a n c i a l s tat e m e n t s
| Page | ||
|---|---|---|
| Table of contents Income statement |
53 | |
| Statement of comprehensive income | 54 | |
| Balance sheet | 55 | |
| Cash flow statement | 57 | |
| Statement of changes in equity | 58 | |
| Notes | ||
| 1 | Accounting policies | 59 |
| 2 | Accounting estimates and assessments | 66 |
| 3 | New accounting standards and interpretations | 67 |
| 4 | Segment information | 69 |
| 5 | Revenue | 70 |
| 6 | Depreciation, amortisation and impairment losses | 70 |
| 7 | Staff costs | 70 |
| 8 | Remuneration to auditors appointed by the Annual General Meeting | 71 |
| 9 | Other operating income and expenses | 71 |
| 10 | Financial income and expenses | 71 |
| 11 | Corporation tax | 72 |
| 12 | Earnings per share | 73 |
| 13 | Intangible assets and property, plant and equipment | 74 |
| 14 | Investments in associates | 75 |
| 15 | Inventories | 76 |
| 16 | Work in progress | 76 |
| 17 | Receivables | 76 |
| 18 | Equity | 77 |
| 19 | Provisions | 77 |
| 20 | Credit, interest rate and currency risks and use of financial instruments | 78 |
| 21 | Contingent liabilities and other financial obligations | 83 |
| 22 | Related party transactions | 84 |
| 23 | Other adjustments – Cash flow statement | 85 |
| 24 | Change in working capital - Cash flow statement | 85 |
| 25 | Liquidity | 85 |
| 26 | Acquisitions | 86 |
| 27 | Highlights for the Group, EUR | 87 |
Companies in the Aarsleff Group 88
I n c o m e s tat e m e n t
1 / 1 0 -3 0 / 9 g r o u p
| Note | (DKK '000) | 2010/2011 | 2009/2010 |
|---|---|---|---|
| 5 | Revenue | 6,147,489 | 4,337,382 |
| 6, 7 | Production costs | -5,531,840 | -3,808,994 |
| Gross profit | 615,649 | 528,388 | |
| 6-8 | Administrative expenses and selling costs | -480,535 | -466,973 |
| 6, 9 | Other operating income and expenses | 1,204 | 780 |
| Operating profit | 136,318 | 62,195 | |
| 14 | Profit in associates | 16,519 | 17,194 |
| Profit before interest | 152,837 | 79,389 | |
| 10 | Financial income | 5,631 | 5,753 |
| 10 | Financial expenses | -25,089 | -19,343 |
| Profit before tax | 133,379 | 65,799 | |
| 11 | Tax on profit for the year | -35,601 | -17,791 |
| Profit for the year | 97,778 | 48,008 | |
| Profit for the year accrues to | |||
| Shareholders in Per Aarsleff A/S | 97,820 | 50,632 | |
| Minority shareholders | -42 | -2,624 | |
| Total | 97,778 | 48,008 | |
| 12 | Earnings per share (DKK) | ||
| Earnings per share | 48.0 | 24.6 | |
| Earnings per share, diluted | 48.0 | 24.6 |
53
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
54
| 2009/2010 | ||
|---|---|---|
| 97,778 | 48,008 | |
| -24,223 | 26,551 | |
| 13,919 | -4,183 | |
| -3,479 | 490 | |
| -13,783 | 22,858 | |
| 83,995 | 70,866 | |
| 84,037 | 73,490 | |
| -42 | -2,624 | |
| 70,866 | ||
| Exchange rate adjustments relating to foreign entities Fair value adjustments of derivative financial instruments, net Other comprehensive income recognised directly in equity Total comprehensive income accrues to |
2010/2011 83,995 |
B a l a n c e s h e e t
A s s e t s g r o u p
| Note | (DKK '000) | 30/9 2011 | 30/9 2010 |
|---|---|---|---|
| Goodwill | 72,056 | 40,987 | |
| Patents and other intangible assets | 20,235 | 7,393 | |
| 13 | Intangible assets | 92,291 | 48,380 |
| Land and buildings | 470,568 | 447,081 | |
| Plant and machinery | 843,721 | 732,159 | |
| Other fixtures and fittings, tools and equipment | 54,422 | 52,963 | |
| Property, plant and equipment in progress | 43,971 | 54,758 | |
| 13 | Property, plant and equipment | 1,412,682 | 1,286,961 |
| 14 | Investments in associates | 80,358 | 61,413 |
| 11 | Deferred tax | 2,611 | 5,781 |
| Other non-current assets | 82,969 | 67,194 | |
| Non-current assets | 1,587,942 | 1,402,535 | |
| 15 | Inventories | 167,665 | 161,916 |
| 17 | Contracting debtors | 1,468,201 | 1,033,325 |
| 16 | Work in progress | 391,064 | 355,408 |
| Receivables from associates | 8,933 | 3,203 | |
| Other receivables | 80,918 | 119,720 | |
| Corporation tax receivable | 10,625 | 4,922 | |
| Prepayments | 8,601 | 15,206 | |
| Receivables | 1,968,342 | 1,531,784 | |
| 25 | Cash | 642,898 | 417,248 |
| Current assets | 2,778,905 | 2,110,948 | |
| Total assets | 4,366,847 | 3,513,483 |
B a l a n c e s h e e t
56
E q u i t y a n d l i a b i l i t i e s g r o u p
| Note | (DKK '000) | 30/9 2011 | 30/9 2010 |
|---|---|---|---|
| Share capital | 45,300 | 45,300 | |
| Translation reserve | -43,082 | -18,887 | |
| Hedging reserve | 5,574 | -4,866 | |
| Retained earnings | 1,453,187 | 1,365,179 | |
| Proposed dividend | 10,872 | 10,872 | |
| Equity, shareholders of Per Aarsleff A/S | 1,471,851 | 1,397,598 | |
| Minority interests' share of equity | 0 | 42 | |
| 18 | Equity | 1,471,851 | 1,397,640 |
| Mortgage debt | 183,411 | 135,663 | |
| Credit institutions | 11,323 | 138 | |
| 19 | Provisions | 76,182 | 73,275 |
| 11 | Deferred tax | 178,103 | 175,141 |
| Non-current liabilities | 449,019 | 384,217 | |
| Mortgage debt | 2,750 | 2,340 | |
| Credit institutions | 676,508 | 379,110 | |
| 16 | Work in progress | 488,145 | 568,614 |
| 19 | Provisions | 15,063 | 17,750 |
| Trade payables | 774,066 | 407,406 | |
| Payables to associates | 65 | 193 | |
| Corporation tax payable | 72,306 | 20,361 | |
| Other debt | 417,074 | 335,852 | |
| Current liabilities | 2,445,977 | 1,731,626 | |
| Total liabilities | 2,894,996 | 2,115,843 | |
| Total equity and liabilities | 4,366,847 | 3,513,483 |
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
27 Highlights for the Group, EUR
C a s h f l o w s tat e m e n t
1 / 1 0 -3 0 / 9 g r o u p
| Note | (DKK '000) | 2010/2011 | 2009/2010 |
|---|---|---|---|
| Cash flow from operating activities | |||
| Profit before interest | 152,837 | 79,389 | |
| Depreciation, amortisation and impairment loss | 241,716 | 179,670 | |
| 23 | Other adjustments | -23,988 | -4,329 |
| 24 | Change in working capital | -6,566 | 20,371 |
| Cash flow from operating activities before net financials and tax | 363,999 | 275,101 | |
| Interest received | 5,631 | 1,869 | |
| Interest paid | -25,089 | -15,459 | |
| Cash flow from ordinary activities | 344,541 | 261,511 | |
| Corporation tax paid | -13,937 | -32,366 | |
| Cash flow from operating activities | 330,604 | 229,145 | |
| Cash flow from investing activities | |||
| 26 | Investments in subsidiaries | -148,625 | -5,865 |
| Investments in associates | -3,744 | -725 | |
| Investments in property, plant and equipment | -296,139 | -293,167 | |
| Investments in intangible assets | -707 | -2,803 | |
| Sale of property, plant and equipment | 18,109 | 40,759 | |
| Sale of associates | 0 | 20,166 | |
| Dividends from associates | 2,289 | 25,094 | |
| Cash flow from investing activities | -428,817 | -216,541 | |
| Cash flow from financing activities | |||
| Proceeds and repayment of non-current liabilities | 36,249 | -28,942 | |
| Dividend paid | -9,784 | -9,930 | |
| Acquisition of treasury shares | 0 | -13,993 | |
| Cash flow from financing activities | 26,465 | -52,865 | |
| Change in liquidity for the year | -71,748 | -40,261 | |
| Opening liquidity | 38,138 | 78,399 | |
| Change in liquidity for the year | -71,748 | -40,261 | |
| 25 | Closing liquidity | -33,610 | 38,138 |
S tat e m e n t o f c h a n g e s i n e q u i t y
58
g r o u p
| (DKK '000) | A shares | Share capital B shares |
Translation reserve |
Hedging reserve |
Retained earnings |
Proposed dividend |
Total |
|---|---|---|---|---|---|---|---|
| Equity at 1 October 2009 | 2,700 | 42,600 | -45,419 | -1,173 | 1,338,451 | 10,872 | 1,348,031 |
| Total comprehensive income | |||||||
| Profit for the year exclusive of minority shareholders | 39,760 | 10,872 | 50,632 | ||||
| Other total comprehensive income | |||||||
| Translation adjustment of foreign companies | 26,532 | 19 | 26,551 | ||||
| Reversal of fair value adjustments of | |||||||
| derivative financial instruments, transferred | |||||||
| to the income statement (net financials) | 1,473 | 1,473 | |||||
| Fair value adjustments of derivative | |||||||
| financial instruments | -5,656 | -5,656 | |||||
| Tax on derivative financial instruments | 490 | 490 | |||||
| Other total comprehensive income | 0 | 0 | 26,532 | -3,693 | 19 | 0 | 22,858 |
| Total comprehensive income | 0 | 0 | 26,532 | -3,693 | 39,779 | 10,872 | 73,490 |
| Transactions with owners | |||||||
| Dividend paid | -10,872 | -10,872 | |||||
| Dividend, treasury shares | 942 | 942 | |||||
| Acquisition of treasury shares | -13,993 | -13,993 | |||||
| Total transactions with owners | 0 | 0 | 0 | 0 | -13,051 | -10,872 | -23,923 |
| 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 | ||||||
| Total comprehensive income | |||||||
| Profit for the year exclusive of minority shareholders | 86,948 | 10,872 | 97,820 | ||||
| Other total comprehensive income | |||||||
| Translation adjustment of foreign companies | -24,195 | -28 | -24,223 | ||||
| Reversal of fair value adjustments of | |||||||
| derivative financial instruments, transferred | |||||||
| to the income statement (net financials) | 1,884 | 1,884 | |||||
| Fair value adjustments of derivative | |||||||
| financial instruments | 12,035 | 12,035 | |||||
| Tax on derivative financial instruments | -3,479 | -3,479 | |||||
| Other total comprehensive income Total comprehensive income |
0 0 |
0 0 |
-24,195 -24,195 |
10,440 10,440 |
-28 86,920 |
0 10,872 |
-13,783 84,037 |
| Transactions with owners | |||||||
| Dividend paid | -10,872 | -10,872 | |||||
| Dividend, treasury shares | 1,088 | 1,088 | |||||
| Total transactions with owners | 0 | 0 | 0 | 0 | 1,088 | -10,872 | -9,784 |
| Equity at 30 September 2011 | 2,700 | 42,600 | -43,082 | 5,574 | 1,453,187 | 10,872 | 1,471,851 |
n o t e s
59
Note
1 Accounting policies
Basis of accounting
The annual report of Per Aarsleff A/S for 2010/2011 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.
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 is 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 under the equity method.
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 control.
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 accordance with the joint venture agreement.
Joint ventures which are classified as jointly controlled entities are recognised as pro rata consolidation in the consolidated financial statements.
Business combinations
Upon acquisition of subsidiaries and associates, the acquisition method is applied. Identifiable assets, liabilities and contingent liabilities of the enterprises are measured at fair value at the date of acquisition. Identifiable intangible assets are recognised if they can be separated or are contractually or legally based. 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. Expenses related to business combinations are recognised directly in the income statement when they are incurred.
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.
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1 Accounting policies (continued)
In connection with each acquisition, goodwill and a non-controlling interest (minority) are recognised according to one of the following methods:
1) Goodwill relating to the enterprise acquired comprises a positive difference, if any, between the total fair value of the enterprise acquired and the fair value of the total net assets for accounting purposes. The non-controlling interest is recognised at the share of the total fair value of the enterprise acquired (full goodwill).
2) Goodwill relating to the enterprise acquired comprises a positive difference, if any, between cost and the fair value of the Group's share of the net assets for accounting purposes of the acquired enterprise at the date of acquisition. The non-controlling interest is recognised at the proportionate share of the net assets acquired (proportionate goodwill).
Foreign currency translation
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 currencies other 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 rate and the rate at the date of payment and the balance sheet date, respectively, are recognised as net financials 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 net financials 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. 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.
1 Accounting policies (continued)
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.
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, rent and leases, amortisation, depreciation and impairment losses, subcontractor expenses, expenses for design 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, 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
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.
Net financials
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
Tax on profit/loss for the year consists of current tax for the year and deferred tax for the year. The tax attributable to profit/loss 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.
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 impairment losses, if any.
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1 Accounting policies (continued)
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 |
| 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 recorded at the lower of recoverable amount and 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
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.
Impairment of non-current assets
The carrying amount of intangible assets, property, plant and equipment as well as other non-current assets are assessed at least once a year in order 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 selling price of an asset less the expected costs of disposal or 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 that would have been determined, net of depreciation or amortisation, if no impairment loss has been recognised.
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 or net realisable value for the individual item groups.
The cost of raw materials, consumables and goods for resale comprise the invoiced price with addition of direct costs incurred in connection with the acquisition.
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.
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1 Accounting policies (continued)
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 liabilities. Prepayments from customers are recognised in liabilities.
Costs in connection with sales and tender work for obtaining contracts are charged to the income statement in the financial year in which they are incurred. Specific costs directly related to a contract are transferred to the construction contract when they are identifiable and can be measured reliably – and when it is probable that the construction contract will be entered into at the time of incurrence of the costs.
Prepayments
Prepayments recognised as current 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 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.
Reserve for hedging transactions
The reserve for hedging transactions contains the accumulated net change in the fair value of hedging transactions that meets the criteria for hedging of future payment flows and where the hedged transaction has not yet been realised.
Provisions
Provisions are recognised when the Group has a constructive obligation or a legal obligation as a result of events occurred in the financial year or in previous years when it is probable that the 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.
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1 Accounting policies (continued)
Corporation tax and deferred tax
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 in other non-current assets at the value at which the asset is expected to be realised, either by elimination of 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 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 expenses paid. 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 less debt to credit institutions and with the addition of 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.
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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 | ||||
| Profit before tax | |||||
| Net profit ratio (before tax) = |
Revenue | ||||
| Operating profit | |||||
| Return on invested capital (ROIC) = |
Average invested capital including goodwill and minority interests | ||||
| Profit for the year exclusive of minority shareholders | |||||
| Return on equity (ROE) = |
Average equity exclusive of minority interests | ||||
| Equity interest = |
Equity, at year-end | ||||
| Total liabilities and equity, at year-end | |||||
| Profit for the year exclusive of minority shareholders | |||||
| Earnings per share (EPS) = |
Average number of shares in circulation | ||||
| Share price, at year-end | |||||
| Share price/equity value = |
Equity value, at year-end |
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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 Commercial Risk Assessment on page 34 of the Management's Review. The most significant accounting estimates in the annual report 2010/2011 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.
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 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 are 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 commitments
The assessment of warranty commitments 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 commitments 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.
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2 Accounting estimates and assessments (continued)
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 operations.
3 New accounting standards and interpretations
In its annual report for 2010/2011, 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 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 delivers service. As at the present time the Group does not use share-based payment, the amendment has no effect on the Annual Report for this financial period.
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 at the present time the Group has no rights issues, the amendment has no effect on the annual report for this financial period.
IFRIC 19 "Extinguishing Financial Liabilities with Equity Instruments"
The interpretation prescribes a debtor's accounting treatment when a liability is renegotiated and is converted into equity. As at the present time the Group has no such liabilities, the amendment has no effect on the annual report for this financial period.
Annual Improvements to Existing Standards 2009
The annual improvements to existing standards have implied small changes to IAS 1, IAS 7, IAS 17, IAS 18, IAS 36, IAS 38, IAS 39, IFRS 2, IFRS 5, IFRS 8, IFRIC 9 and IFRIC 16. The amendments have no effect on the Group's equity or profit/loss.
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:
IFRIC 14 "IAS 19 – The limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction" The interpretation removes the inconsistency in the treatment of prepayments in defined benefit plans. As at the present time the Group has no defined benefit plans, the amendment is not expected to have any effect on the annual report for the coming financial year.
IAS 24 "Related Party Disclosures"
The amendment implies a change in the definition of related parties. The amendment is not expected to have any effect on the annual report for the coming financial year.
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 improvements are not expected to have any effect on the Group's equity or profit/loss.
Moreover, IASB has issued the following new standards and amendments to standards and new interpretations which have not yet been endorsed by the EU:
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 treatment of financial liabilities is changed. The standard is not expected to have any material effect on the annual report.
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3 New accounting standards and interpretations (continued)
IFRS 7 "Financial Instruments: Disclosure"
The amendment implies extended disclosures regarding derecognition of financial instruments. The amendment is not expected to have any material effect on the annual report.
IAS 12 "Income taxes"
The amendment requires entities to measure the deferred tax relating to investment property and other non depreciable assets measured at fair value on the assumption that the entity will recover the carrying amount through sale. The amendment is not expected to have any effect on the annual report.
IFRS 10 "Consolidated Financial Statements"
IFRS 10 replaces the existing guidance in IAS 27 and SIC 12 with respect of whether a parent/subsidiary relationship exists. The control concept is adjusted and the standard has comprehensive guidance in different situations. The standard is not expected to have any material effect on the annual report.
IFRS 11 "Joint Arrangements"
IFRS 11 replaces IAS 31 and SIC 13 and reduces the number of joint arrangements to two: Joint operations and joint ventures. A participant in a joint operation recognises the share of income and expenses, assets and obligations. A participant in a joint venture recognises the share of the investment according to the equity method. It has not yet been assessed whether the standard will have any effect on future financial reporting.
IFRS 12 "Disclosures of interests in other entities"
IFRS 12 contains the disclosure requirements for companies holding investments in the scope of IFRS 10, IFRS 11 or IAS 28. The implementation of the standard will imply new disclosures in the annual report.
IFRS 13 "Fair value measurement"
IFRS 13 determines a methodology for estimating the fair value. It replaces the existing guidance for estimating fair value stated in other standards, except IFRS 2 and IAS 17.
The standard is not expected to have any effect on the annual report.
IAS 27 "Consolidated and Separate Financial Statements"
As a result of the issue of IFRS 10, IAS 27 will only contain guidance regarding preparation of separate financial statements. The amendment has no effect on the annual report as Aarsleff presents the annual report of the Parent Company according to the Danish Financial Statements Act.
IAS 28 "Investments in Associates"
As a consequence of IFRS 11, investments in joint ventures will be in the scope of the standard. The guidance in SIC 13 regarding elimination of intercompany profit when non-current assets are contributed to the joint venture will be included in the standard. The amendment is not expected to have any material effect on the annual report.
IAS 19 "Employee Benefits"
These amendments eliminate the corridor approach and require calculation of finance costs on a net funding basis. The amendment is not expected to have any effect on the annual report.
IAS 1 "Presentation of Financial Statements"
The amendment implies a requirement for entities to group items presented in Other comprehensive income on the basis of whether they are potentially recycled to profit and loss. The amendment implies layout changes only.
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4 Segment information
| Construction | Pipe Technologies | Piling | Total | |||||
|---|---|---|---|---|---|---|---|---|
| 2010/11 | 2009/10 | 2010/11 | 2009/10 | 2010/11 | 2009/10 | 2010/11 | 2009/10 | |
| Segment revenue | 3,906 | 2,617 | 874 | 870 | 1,545 | 939 | 6,325 | 4,426 |
| Internal revenue | -123 | -45 | -11 | -14 | -44 | -30 | -178 | -89 |
| Revenue | 3,783 | 2,572 | 863 | 856 | 1,501 | 909 | 6,147 | 4,337 |
| Of this figure, work | ||||||||
| performed abroad | 1,220 | 354 | 496 | 517 | 1,077 | 619 | 2,793 | 1,490 |
| Operating profit | 27 | 19 | 21 | 19 | 88 | 24 | 136 | 62 |
| Profit in associates | 17 | 17 | 17 | 17 | ||||
| Profit before interest | 27 | 19 | 38 | 36 | 88 | 24 | 153 | 79 |
| Profit before interest, % | 0.7 | 0.7 | 4.4 | 4.2 | 5.9 | 2.6 | 2.5 | 1.8 |
| Segment assets | 1,786 | 1,423 | 721 | 627 | 1,204 | 1,035 | 3,711 | 3,085 |
| Capital expenditure | 158 | 123 | 56 | 54 | 64 | 84 | 278 | 261 |
| Depreciation, amortisation | ||||||||
| and impairment losses | 125 | 75 | 46 | 42 | 71 | 63 | 242 | 180 |
| Investments in associates | 80 | 61 | 80 | 61 | ||||
| Goodwill | 64 | 33 | 1 | 1 | 7 | 7 | 72 | 41 |
| Segment liabilities | 984 | 672 | 239 | 230 | 548 | 503 | 1,771 | 1,405 |
| Number of employees: | ||||||||
| Paid every two weeks | 1,469 | 1,323 | 304 | 308 | 582 | 450 | 2,355 | 2,081 |
| Engineers, technicians and | ||||||||
| administrative staff | 609 | 583 | 264 | 272 | 245 | 226 | 1,118 | 1,081 |
| Total | 2,078 | 1,906 | 568 | 580 | 827 | 676 | 3,473 | 3,162 |
Revenue and profit before interest for reportable segments can be reconciled directly to the income statement of the Group.
| Assets | Total | |||
|---|---|---|---|---|
| 2010/2011 | 2009/2010 | |||
| Segment assets for reportable segments | 3,711 | 3,085 | ||
| Corporation tax receivable | 10 | 5 | ||
| Deferred tax | 3 | 6 | ||
| Cash | 643 | 417 | ||
| Consolidated assets | 4,367 | 3,513 | ||
| Liabilities | Total | |||
| 2010/2011 | 2009/2010 | |||
| Segment liabilities for reportable segments | 1,771 | 1,405 | ||
| Mortgage debt | 186 | 136 | ||
| Credit institutions | 688 | 380 | ||
| Corporation tax payable | 72 | 20 | ||
| Deferred tax | 178 | 175 | ||
| Consolidated liabilities | 2,895 | 2,116 | ||
| Geographical information Denmark |
Abroad | Total | ||
| 2010/2011 2009/2010 |
2010/2011 | 2009/2010 | 2010/2011 | 2009/2010 |
| Revenue 3,354 2,847 |
2,793 | 1,490 | 6,147 | 4,337 |
Segment assets 2,789 1,911 922 1,174 3,711 3,085
n o t e s
70
g r o u p
| Note (DKK '000) |
2010/2011 | 2009/2010 |
|---|---|---|
| 5 Revenue |
||
| Sale of goods | 144,074 | 64,119 |
| Income from construction contracts | 6,003,415 | 4,273,263 |
| Total | 6,147,489 | 4,337,382 |
| 6 | ||
| Depreciation, amortisation and impairment losses | ||
| Amortisation and impairment losses, intangible assets | 16,827 | 2,815 |
| Depreciation, property, plant and equipment | 224,889 | 176,855 |
| Total | 241,716 | 179,670 |
| Depreciation, amortisation and impairment losses are included in the income statement as follows: | ||
| Production costs | 199,643 | 155,767 |
| Administrative expenses and selling costs | 41,399 | 23,229 |
| Other operating income and expenses | 674 | 674 |
| Total | 241,716 | 179,670 |
| Staff costs | ||
| Wages, salaries and remuneration | 1,364,980 | 1,243,557 |
| Pensions | 79,875 | 78,983 |
| Other costs, social security costs etc. | 65,766 | 51,773 |
| Total | 1,510,621 | 1,374,313 |
| Of this figure, consideration for: | ||
| Remuneration, Board of Directors | 1,400 | 1,675 |
| Remuneration, Executive Management | 6,437 | 6,351 |
| Total | 7,837 | 8,026 |
| Average number of full-time employees | 3,473 | 3,162 |
| g r o u p | ||
|---|---|---|
| Note | (DKK '000) | 2010/2011 | 2009/2010 |
|---|---|---|---|
| 8 | Remuneration to auditors appointed by the Annual General Meeting | ||
| PricewaterhouseCoopers | 4,877 | 4,999 | |
| Other auditors | 2,224 | 1,022 | |
| Total | 7,101 | 6,021 | |
| Remuneration to PricewaterhouseCoopers can be specified as follows: | |||
| Statutory audit | 2,827 | 2,577 | |
| Reasonable assurance engagements | 43 | 44 | |
| Tax consultancy | 642 | 1,257 | |
| Other services | 1,365 | 1,121 | |
| Total | 4,877 | 4,999 | |
| Remuneration to other auditors can be specified as follows: | |||
| Statutory audit | 986 | 535 | |
| Tax consultancy | 134 | 74 | |
| Other services | 1,104 | 413 | |
| Total | 2,224 | 1,022 | |
| 9 | Other operating income and expenses | ||
| Other operating income | 2,823 | 1,617 | |
| Other operating expenses | -1,619 | -837 | |
| Total | 1,204 | 780 | |
| 10 | Financial income and expenses | ||
| Bond yields | 0 | 11 | |
| Interest regarding associates | 21 | 35 | |
| Other interest income | 5,610 | 5,707 | |
| Financial income | 5,631 | 5,753 | |
| Capital loss on other financial assets | 63 | 0 | |
| Foreign exchange losses, net | 1,563 | 1,530 | |
| Mortgage interest | 6,706 | 5,536 | |
| Other interest costs | 16,757 | 12,277 | |
| Financial expenses | 25,089 | 19,343 | |
| Net financials | -19,458 | -13,590 |
n o t e s
72
| (DKK '000) | 2010/2011 | 2009/2010 |
|---|---|---|
| Corporation tax | ||
| Total tax for the year can be broken down as follows | ||
| Tax on profit for the year | 35,601 | 17,791 |
| Tax on changes in equity | 3,479 | -490 |
| Total | 39,080 | 17,301 |
| Tax on profit for the year can be broken down as follows | ||
| Current tax | 43,990 | 36,242 |
| Adjustment of deferred tax and deferred tax asset for the year | -8,389 | -18,451 |
| Total | 35,601 | 17,791 |
| Tax on profit for the year can be broken down as follows | ||
| 25% tax calculated on profit before tax | 33,344 | 16,450 |
| Tax effect of: | ||
| Income from abroad | 1,791 | -2,436 |
| Deviation concerning subsidiaries | 6,856 | 6,472 |
| Deviation concerning associates | -4,128 | -4,299 |
| Adjustment of tax relating to previous years | -16 | 980 |
| Other items Total |
-2,246 35,601 |
624 17,791 |
| Deferred tax Deferred tax at 1 October Transferred to current tax Deferred tax for the year recognised in profit for the year |
169,360 14,521 -8,389 |
197,869 -10,058 -18,451 |
| Total at 30 September | 175,492 | 169,360 |
| The following is recognised in the balance sheet | ||
| Deferred tax (asset) | -2,611 | -5,781 |
| Deferred tax (liability) | 178,103 | 175,141 |
| Total | 175,492 | 169,360 |
| Deferred tax assets concern the tax base of tax-loss carryforwards which are expected to be utilised within | ||
| three years from the balance sheet date. | ||
| Deferred tax concerns | ||
| Intangible assets | 7,497 | 4,199 |
| Property, plant and equipment | 45,516 | 42,902 |
| Work in progress | 123,945 | 130,342 |
| Other current assets | 2,641 | -599 |
| Provisions | -2,492 | -2,516 |
| Other debt | 996 | 812 |
| Tax-loss carryforwards | -2,611 | -5,780 |
Deferred tax at 30 September 175,492 169,360
Deferred tax to be recovered within 12 months 83,012 114,562
| Note | (DKK '000) | 2010/2011 | 2009/2010 | |
|---|---|---|---|---|
| 12 | Earnings per share | |||
| Profit for the year exclusive of minority shareholders (DKK '000) | 97,820 | 50,632 | ||
| 12 | Earnings per share | ||
|---|---|---|---|
| Profit for the year exclusive of minority shareholders (DKK '000) | 97,820 | 50,632 | |
| Average number of shares (thousands) | 2,265 | 2,265 | |
| Average number of treasury shares (thousands) | 227 | 203 | |
| Average number of shares in circulation (thousands) | 2,038 | 2,062 | |
| Average number of diluted shares in circulation (thousands) | 2,038 | 2,062 | |
| Earnings per share of DKK 20 (current) | 48.0 | 24.6 | |
Earnings per share of DKK 20 (diluted) 48.0 24.6
g r o u p
73
n o t e s
74
g r o u p
Note (DKK '000)
13 Intangible assets and property, plant and equipment
| Patents and other |
Other fixtures and fittings, |
Property, plant and |
||||
|---|---|---|---|---|---|---|
| intangible | Land and | Plant and | tools and | equipment | ||
| Goodwill | assets | buildings | machinery | equipment | in progress | |
| Cost at 1 October 2010 | 82,625 | 21,625 | 572,898 | 1,587,161 | 152,766 | 54,758 |
| Translation adjustments | -121 | -416 | -4,709 | -21,578 | -1,728 | -1,352 |
| Additions during the year from acquisition of | ||||||
| enterprises | 31,069 | 29,210 | 19,111 | 57,502 | 4,745 | 169 |
| Additions during the year | 0 | 707 | 29,478 | 150,346 | 19,150 | 97,164 |
| Disposals during the year | 0 | 0 | -1,281 | -53,088 | -13,547 | -1,483 |
| Transfers | 0 | 0 | 257 | 102,887 | 2,141 | -105,285 |
| Cost at 30 September 2011 | 113,573 | 51,126 | 615,754 | 1,823,230 | 163,527 | 43,971 |
| Depreciation, amortisation and impairment | ||||||
| losses at 1 October 2010 | 41,638 | 14,232 | 125,817 | 855,002 | 99,803 | |
| Translation adjustments | -121 | -167 | -697 | -10,792 | -1,243 | |
| Depreciation, amortisation and impairment | ||||||
| losses for the year | 0 | 16,826 | 20,122 | 182,622 | 22,146 | |
| Assets sold during the year | 0 | 0 | -56 | -47,323 | -11,601 | |
| Depreciation, amortisation and impairment | ||||||
| losses at 30 September 2011 | 41,517 | 30,891 | 145,186 | 979,509 | 109,105 | |
| Carrying amount at 30 September 2011 | 72,056 | 20,235 | 470,568 | 843,721 | 54,422 | 43,971 |
| Patents | Other fixtures | Property, | ||||
| and other | and fittings, | plant and | ||||
| intangible | Land and | Plant and | tools and | equipment | ||
| 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 |
| Translation 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 | |
| Translation 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 |
In 2010/2011 damages received concerning property, plant and equipment to the total amount of DKK 339,000 against DKK 1,143,000 in 2009/2010 have been recognised as income.
The Group has committed itself to investing in property, plant and equipment; cf. Contingent liabilities and other financial obligations in note 21.
75
Note (DKK '000)
13 Intangible assets and property, plant and equipment (continued)
Goodwill
Goodwill is the only intangible asset with an indefinite useful life.
At 30 September 2011, 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 2011/2012-2015/2016 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 1,5 % (2009/2010: 2%) and a discount rate of 6,9 % before tax (2009/2010: 7.3%).
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, Centrum Pæle A/S, Østergaard A/S and VG Entreprenør A/S. Information on allocation of goodwill to segments can be found in note 4, Segment information.
14 Investments in associates
Highlights for considerable associates
The Group has the following significant investments in associates in the Pipe Technologies segment:
| Revenue | Profit for the year | Assets | Liabilities | |
|---|---|---|---|---|
| 30 September 2011 | ||||
| Pipe Technologies | 298,882 | 16,513 | 141,650 | 61,671 |
| 30 September 2010 | ||||
| Pipe Technologies | 267,053 | 17,194 | 129,537 | 68,321 |
The most significant associates are Insituform Rohrsanierungstechniken GmbH (ownership interest 50%), PAA International Engineering Corp. (ownership interest 50%), Arpipe Holding A/S (ownership interest 35%) and Ukar-Pipe Holding A/S (ownership interest 50%). All companies are unlisted.
n o t e s
76
| (DKK '000) | 30/9 2011 | 30/9 2010 |
|---|---|---|
| Inventories | ||
| Raw materials and consumables | 116,914 | 100,823 |
| Finished goods | 50,751 | 61,093 |
| Total | 167,665 | 161,916 |
| Work in progress | ||
| Selling price of construction contracts | 5,547,477 | 3,595,992 |
| Invoicing on account | -5,644,558 | -3,809,198 |
| Total | -97,081 | -213,206 |
| The following is recognised: | ||
| Receivables | 391,064 | 355,408 |
| Current liabilities | -488,145 | -568,614 |
| Total | -97,081 | -213,206 |
| Prepayments from customers concerning non-commenced contracts | 5,016 | 12,657 |
| Retained payments | 14,990 | 12,958 |
| Receivables | ||
| The fair value of receivables is considered to correspond to the carrying amount. | ||
| Write-down, contracting debtors at 1 October | 22,483 | 18,534 |
| Additions during the year | 4,184 | 7,462 |
| Disposals during the year: | ||
| - Used | -2,555 | -2,617 |
| - Reversed | -221 | -896 |
| Write-down, contracting debtors at 30 September | 23,891 | 22,483 |
| Write-downs included in receivables which are recognised in the income statement | 4,184 | 7,462 |
| 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 carrying amount of contracting debtors. | ||
| The balance of contracting debtors falls due as follows: | ||
| Balances not due | 1,179,152 | 746,591 |
| Due balances: | ||
| Less than 30 days | 142,812 | 136,414 |
| Between 30 and 90 days | 52,371 | 53,023 |
| More than 90 days | 117,757 | 119,780 |
| 1,492,092 | 1,055,808 | |
| Write-down | -23,891 | -22,483 |
Receivables falling due over a year after the balance sheet date 147 2,918
g r o u p
Note (DKK '000)
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 DKK 2.7 million and DKK 42.6 million, respectively. The share capital is unchanged compared to 2009/2010.
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) | 2010/2011 | 2009/2010 | 2010/2011 | 2009/2010 | 2010/2011 | 2009/2010 |
| Holding at 1 October | 226,500 | 195,808 | 4,530 | 3,916 | 10.00 | 8.64 |
| Additions during the year | 0 | 30,692 | 0 | 614 | 0.00 | 1.36 |
| Disposals during the year | 0 | 0 | 0 | 0 | 0.00 | 0.00 |
| Holding at 30 September | 226,500 | 226,500 | 4,530 | 4,530 | 10.00 | 10.00 |
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.
19 Provisions
| 30/9 2011 | 30/9 2010 | |
|---|---|---|
| Provisions at 1 October | 91,025 | 75,887 |
| Completed contracts transferred from work in progress | 1,704 | 3,088 |
| Used during the year | -4,385 | -10,425 |
| Reversal of unused warranty commitments | -9,137 | -7,877 |
| Provisions for the year | 12,038 | 30,352 |
| Total at 30 September | 91,245 | 91,025 |
| The following is recognised: | ||
| Non-current liabilities | 76,182 | 73,275 |
| Current liabilities | 15,063 | 17,750 |
| Total | 91,245 | 91,025 |
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 Management finds that such information would be harmful to the company.
78
Note (DKK '000)
20 Credit, interest rate and currency risks and use of financial instruments
Categories of financial instruments
The Group's categories of financial instruments:
| Carrying amount | Fair value ¹ | |||
|---|---|---|---|---|
| 30/9 2011 | 30/9 2010 | 30/9 2011 | 30/9 2010 | |
| Derivative financial instruments used for cash flow hedging | 8,433 | 0 | 8,433 | 0 |
| Financial assets used for hedging | 8,433 | 0 | 8,433 | 0 |
| Contracting debtors | 1,468,201 | 1,033,325 | 1,468,201 | 1,033,325 |
| Work in progress | 391,064 | 355,408 | 391,064 | 355,408 |
| Receivables from associates | 8,933 | 3,203 | 8,933 | 3,203 |
| Other receivables | 72,485 | 119,720 | 72,485 | 119,720 |
| Cash | 642,898 | 417,248 | 642,898 | 417,248 |
| Loan and receivables | 2,583,581 | 1,928,904 | 2,583,581 | 1,928,904 |
| Derivative financial instruments used for cash flow hedging | 1,011 | 6,496 | 1,011 | 6,496 |
| Financial liabilities used for hedging | 1,011 | 6,496 | 1,011 | 6,496 |
| Mortgage debt | 186,161 | 138,003 | 191,323 | 139,452 |
| Credit institutions | 687,831 | 379,248 | 687,831 | 379,248 |
| Work in progress | 488,145 | 568,614 | 488,145 | 568,614 |
| Trade payables | 774,066 | 407,406 | 774,066 | 407,406 |
| Payables to associates | 65 | 193 | 65 | 193 |
| Financial liabilities measured at amortised cost | 2,136,268 | 1,493,464 | 2,141,430 | 1,494,913 |
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 Group is 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 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 Group from other customers is 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 Group does not have any material risks regarding one customer or cooperative partner.
As was the case at 30 September 2010, the Group's write-downs at 30 September 2011 are related alone to financial assets classified as receivables, cf. note 17.
Note (DKK '000)
20 Credit, interest rate and currency risks and use of financial instruments (continued)
Liquidity risk
It is the policy of 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 majority of the Group's subsidiaries, a cash pool scheme has been set up.
The Group's liabilities fall due as follows:
| Carrying | Contractual | |||||
|---|---|---|---|---|---|---|
| 30 September 2011 | amount | cash flow ² | Within 1 year | 1-2 years | 2-5 years | After 5 years |
| Non-derivative financial instruments: | ||||||
| Mortgage debt | 186,161 | 256,412 | 8,744 | 10,839 | 46,626 | 190,203 |
| Credit institutions | 687,831 | 687,831 | 676,508 | 5,690 | 2,476 | 3,157 |
| Trade payables | 774,066 | 774,066 | 774,066 | 0 | 0 | 0 |
| Payables to associates | 65 | 65 | 65 | 0 | 0 | 0 |
| Derivative financial instruments: | ||||||
| Derivative financial instruments used | ||||||
| for cash flow hedging | 1,011 | 1,011 | 1,011 | 0 | 0 | 0 |
| Total liabilities | 1,649,134 | 1,719,385 | 1,460,394 | 16,529 | 49,102 | 193,360 |
² All cash flows are undiscounted and comprise all obligations under agreements concluded, including future interest payments on loans.
| Carrying | Contractual | |||||
|---|---|---|---|---|---|---|
| 30 September 2010 | amount | cash flow ² | Within 1 year | 1-2 years | 2-5 years | After 5 years |
| Non-derivative financial instruments: | ||||||
| Mortgage debt | 138,003 | 192,063 | 5,692 | 5,693 | 18,549 | 162,129 |
| 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 | 985,406 | 798,897 | 5,831 | 18,549 | 162,129 |
² All cash flows are undiscounted and comprise all obligations under agreements concluded, including future interest payments on loans.
The Group's cash outflow can be fully covered by the continuous operating profit and the possibility to make drawdowns on credit facilities and refinancing.
g r o u p
80
Note (DKK '000)
20 Credit, interest rate and currency 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.
The Group's interest rate risk is tied to the below items. The earliest date of maturity is stated:
| Effective interest rate | Carrying amount | Fair value | |||||
|---|---|---|---|---|---|---|---|
| Fixed/ | 30/9 2011 | 30/9 2010 | 30/9 2011 | 30/9 2010 | 30/9 2011 | 30/9 2010 | |
| Floating | % | % | DKK '000 | DKK '000 | DKK '000 | DKK '000 | |
| Cash | Floating | 1-3 | 1-3 | 642,898 | 417,248 | 642,898 | 417,248 |
| Interest-bearing assets in total | 642,898 | 417,248 | 642,898 | 417,248 | |||
| Mortgage debt and credit institutions, non-current | Fixed | 3-7 | 3-7 | 197,484 | 138,141 | 202,646 | 139,590 |
| Credit institutions, current | Floating | 2-6 | 2-7 | 676,508 | 379,110 | 676,508 | 379,110 |
| Interest-bearing liabilities in total | 873,992 | 517,251 | 879,154 | 518,700 | |||
| Net interest-bearing liabilities less assets | 231,094 | 100,003 | |||||
| The payment/maturity profile can be specified as follows: | |||||||
| Less than 1 year | 49,512 | -23,510 | |||||
| 1-5 years | 9,343 | 8,480 | |||||
| More than 5 years | 172,239 | 115,033 | |||||
| 231,094 | 100,003 |
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 negative effect on the profit/loss before tax and on equity of the Group of DKK 0.3 million (2009/2010: positive effect DKK 0.4 million). A decrease in the interest rate level would have had a similar, positive effect on profit/loss and equity.
To hedge future interest payments, the Group has entered into interest rate swaps in DKK where floating rate mortgage debt is converted to fixed rate mortgage debt. As at 30 September 2011, interest rate swaps have a fair value of DKK -0.4 million (2009/2010: DKK -1.0 million). The time to maturity is six months. As the hedge is not 100% efficient, the negative fair value has been removed from equity and carried to the income statement.
Note (DKK '000)
20 Credit, interest rate and currency risks and use of financial instruments (continued)
Currency risks
Currency risks are monitored centrally in the Aarsleff Group. It is Group policy to reduce its currency 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.
Translation 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 currency risks are not hedged.
Short and long-term outstanding amounts in Group enterprises are normally not currency hedged.
The Group's balances in foreign currency (excluding currencies in the Euro cooperation) and related hedging transactions are as follows:
| 30/9 2011 | 30/9 2010 | |||
|---|---|---|---|---|
| Financial | Financial | Net | Net | |
| Currency | assets | liabilities | position | position |
| SEK | 124,590 | -173,678 | -49,088 | -16,160 |
| PLN | 197,499 | -171,051 | 26,448 | -1,806 |
| GBP | 55,231 | -68,683 | -13,452 | -32,544 |
| USD | 16,776 | -43,431 | -26,655 | 18,326 |
| RUB | 20,377 | -3,507 | 16,870 | 18,841 |
| LVL | 2,717 | -9,561 | -6,844 | 9,791 |
| LTL | 7,595 | -74 | 7,521 | 4,428 |
| Other | 3,237 | -406 | 2,831 | 3,962 |
| 428,022 | -470,391 | -42,369 | 4,838 | |
| Payment/maturity profile can be specified as follows: | ||||
| Less than 1 year | 428,022 | -470,391 | -42,369 | 4,976 |
| 1-5 years | 0 | 0 | 0 | -138 |
| More than 5 years | 0 | 0 | 0 | 0 |
| 428,022 | -470,391 | -42,369 | 4,838 |
g r o u p
n o t e s
82
Note (DKK '000)
20 Credit, interest rate and currency risks and use of financial instruments (continued)
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 2011 | 30/9 2010 | |||
|---|---|---|---|---|
| Currency | Profit/loss | Equity | Profit/loss | Equity |
| SEK | -4,909 | -4,909 | -1,616 | -1,616 |
| PLN | 2,645 | 2,645 | -181 | -181 |
| GBP | -1,345 | -1,345 | -3,254 | -3,254 |
| USD | -2,666 | -2,666 | 1,833 | 1,833 |
| RUB | 1,687 | 1,687 | 1,884 | 1,884 |
| LVL | -684 | -684 | 979 | 979 |
| LTL | 752 | 752 | 443 | 443 |
| Other | 283 | 283 | 396 | 396 |
| -4,237 | -4,237 | 484 | 484 |
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 2010/2011 and 2009/2010 are exclusively due to differences in the nominal amounts in the individual currencies.
The Group has 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 209.1 million compared to DKK 156.5 million in 2009/2010. At the balance sheet date, these financial instruments have a positive fair value of DKK 7.4 million against a negative fair value of DKK 6.5 million at 30 September 2010 which has been recognised in equity. The hedged cash flows are expected to be realised within 18 months compared to 13 months in 2009/2010.
As regards financial risks, refer to the section on Commercial 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%.
g r o u p
Note (DKK '000) 30/9 2011 30/9 2010
| 2011 | 30/920 |
|---|---|
| 21 | Contingent liabilities and other financial obligations | ||
|---|---|---|---|
| Operating leases | |||
| Future rent and lease payments under non-cancellable contracts (minimum lease payments): | |||
| Maturity within 1 year | 48,643 | 24,389 | |
| Maturity between 2 and 5 years | 45,056 | 32,146 | |
| Maturity over 5 years | 0 | 182 | |
| Total | 93,699 | 56,717 | |
| Expensed lease payments for the year | 100,807 | 48,294 | |
| Operating leasing commitments concern cars, technical plant and machinery as well as furniture and fit tings. The term of the contracts in the Group is maximum seven years at 30 September 2011 as well as at |
|||
| 30 September 2010. | |||
| Capital and purchase commitments | |||
| Investment in property, plant and equipment | 11,848 | 31,189 | |
| Contingent assets and liabilities | |||
| Guarantee for bank balances in joint ventures | 0 | 10,189 | |
| The Aarsleff Group is engaged in various litigation and arbitration proceedings 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 institu | |||
| tions amounts to | 279,773 | 235,172 | |
| The carrying amount of other property, plant and equipment that are pledged as security for mortgage | |||
| debt to credit institutions amounts to | 24,713 | 0 | |
| 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 executed 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 2011, total | |||
| payables amount to DKK 1,503 million against DKK 1,025 million at 30 September 2010. The company does |
not expect any losses in addition to those included in the financial statements.
n o t e s
84
g r o u p
Note (DKK '000)
22 Related party transactions
| Associates | Joint ventures | Management ¹ | |||||
|---|---|---|---|---|---|---|---|
| Group | 2010/2011 | 2009/2010 | 2010/2011 | 2009/2010 | 2010/2011 | 2009/2010 | |
| Income ² | 8,829 | 4,511 | 400,341 | 147,730 | 13 | 13 | |
| Expenses ² | -21,257 | -1,397 | -103,084 | -116 | -844 | -754 | |
| Receivables ³ | 7,614 | 3,203 | 469,749 | 154,866 | 0 | 0 | |
| Liabilities ³ | 20 | -193 | -253,075 | -108,748 | -25 | -79 |
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 2010/2011 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.
| Note | (DKK '000) | 2010/2011 | 2009/2010 |
|---|---|---|---|
| 23 | Other adjustments – Cash flow statement | ||
| Profit in associates | -16,519 | -17,194 | |
| Provisions | 220 | 15,138 | |
| Profit from sale of non-current assets | -7,689 | -2,273 | |
| Total | -23,988 | -4,329 | |
| 24 | Change in working capital – Cash flow statement | ||
| Inventories | 16,902 | -18,256 | |
| Work in progress, net | -106,745 | 261,494 | |
| Receivables | -341,378 | -195,396 | |
| Trade payables, other debt etc. | 424,655 | -27,471 | |
| Total | -6,566 | 20,371 | |
| 25 | Liquidity | ||
| Cash | 642,898 | 417,248 | |
| Bank overdraft | -676,508 | -379,110 | |
| Total | -33,610 | 38,138 | |
| Cash is combined as follows: | |||
| Share of cash in joint ventures | 502,100 | 160,960 | |
| Other cash | 140,798 | 256,288 | |
| Total | 642,898 | 417,248 | |
Share of cash in joint ventures is exclusively available to the joint ventures.
g r o u p
n o t e s
86
Note (DKK '000)
26 Acquisitions
2010/2011
In the financial year 2010/2011, Per Aarsleff A/S Group has made the following acquisitions:
At 15 November 2010, Per Aarsleff A/S has acquired 100% of the shares in VG Entreprenør A/S and VG Ejendom A/S. At 14 January 2011, Aarsleff Grundläggnings AB has acquired 100% of the shares in Europile Pålteknik AB and Kran & Pålnings AB. At 21 February 2011, Per Aarsleff A/S has acquired 100% of the shares in Østergaard A/S, Oestergaard International A/S and MH Udlejning ApS.
| Fair value at the | Carrying amount | |
|---|---|---|
| date of acquisition | prior to acquisition | |
| Trademark (intangible assets) | 6,906 | 0 |
| Customer relations (intangible assets) | 3,840 | 0 |
| Volume of orders (intangible assets) | 18,465 | 0 |
| Property, plant and equipment | 81,526 | 67,499 |
| Other non-current assets | 1,449 | 1,449 |
| Inventories | 22,650 | 22,650 |
| Receivables | 71,893 | 71,893 |
| Cash | 15,189 | 15,189 |
| Non-current liabilities | -34,128 | -23,043 |
| Current portion of bank debt | -7,889 | -7,889 |
| Other current liabilities | -55,031 | -55,031 |
| Net assets acquired | 124,870 | 92,717 |
| Goodwill | 31,055 | |
| Purchase consideration | 155,925 | |
| Of this figure, cash/bank debt | -7,300 | |
| Cash purchase consideration | 148,625 |
External expenses from investment in enterprises amount to DKK 1,0 million.
From the date of acquisition, the acquired companies contribute to consolidated revenue with DKK 258,4 million and to the profit for the year with DKK 2,6 million.
g r o u p
Note (EUR '000)
27 Highlights for the Group, EUR
| 2006/2007 | 2007/2008 | 2008/2009 | 2009/2010 | 2010/2011 | |
|---|---|---|---|---|---|
| Income statement | |||||
| Revenue | 575,305 | 714,028 | 654,390 | 582,050 | 826,087 |
| Of this figure, work performed abroad | 208,723 | 213,986 | 230,518 | 199,897 | 375,347 |
| Operating profit | 23,570 | 38,693 | 28,228 | 8,346 | 18,318 |
| Profit before interest | 24,968 | 40,356 | 30,065 | 10,654 | 20,538 |
| Net financials | 108 | -2,816 | -2,078 | -1,824 | -2,615 |
| Profit before tax | 25,076 | 37,540 | 27,987 | 8,830 | 17,923 |
| Profit for the year | 19,858 | 28,180 | 20,974 | 6,442 | 13,139 |
| Balance sheet | |||||
| Non-current assets | 142,190 | 167,205 | 177,572 | 188,212 | 213,384 |
| Current assets | 223,576 | 263,741 | 246,555 | 283,276 | 373,423 |
| Total assets | 365,766 | 430,946 | 424,127 | 471,488 | 586,808 |
| Equity | 140,854 | 167,755 | 181,440 | 187,555 | 197,784 |
| Non-current liabilities | 48,633 | 53,469 | 56,728 | 51,560 | 60,338 |
| Current liabilities | 176,279 | 209,722 | 185,959 | 232,374 | 328,685 |
| Total equity and liabilities | 365,766 | 430,946 | 424,127 | 471,488 | 586,808 |
| Cash flow statement | |||||
| Cash flows from operating activities | 32,176 | 52,300 | 62,400 | 30,750 | 44,426 |
| Cash flows from investing activities | -23,027 | -42,445 | -36,409 | -29,058 | -57,624 |
| Of this figure, investment in property, plant and equipment, net | -22,390 | -41,347 | -40,071 | -33,872 | -37,361 |
| Cash flows from financing activities | -1,655 | -2,313 | -1,452 | -7,094 | 3,556 |
| Change in liquidity for the year | 7,494 | 7,542 | -24,539 | -5,403 | -9,641 |
| Financial ratios | |||||
| Gross margin ratio, % | 12.7 | 13.8 | 14.0 | 12.2 | 10.0 |
| Profit margin (EBIT margin), % | 4.1 | 5.4 | 4.3 | 1.4 | 2.2 |
| Net profit ratio (pre-tax margin), % | 4.4 | 5.3 | 4.3 | 1.5 | 2.2 |
| Return on invested capital (ROIC), % | 13.1 | 19.9 | 14.2 | 4.2 | 8.5 |
| Return on equity (ROE), % | 15.1 | 18.3 | 12.2 | 3.7 | 6.8 |
| Equity interest, % | 38.5 | 38.9 | 42.8 | 39.8 | 33.7 |
| Earnings per share (EPS), DKK | 71.5 | 101.8 | 76.4 | 24.6 | 48.0 |
| Share price per share of DKK 20 at 30 September, DKK | 770 | 488 | 576 | 410 | 376 |
| Price/equity value, DKK | 1.52 | 0.81 | 0.88 | 0.60 | 0.52 |
| Dividend per share, DKK | 4.80 | 4.80 | 4.80 | 4.80 | 4.80 |
| Number of employees | 2,839 | 3,181 | 3,217 | 3,162 | 3,473 |
| Applied translation rate | 7.4544 | 7.4611 | 7.4443 | 7.4519 | 7.4417 |
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
88
Company name Domicile Ownership interest %
| Construction | ||||
|---|---|---|---|---|
| Dan Jord A/S | Aarhus | Denmark | Contractor | 100 |
| Petri & Haugsted as | Rødovre | Denmark | Contractor | 100 |
| Wicotec A/S | Taastrup | Denmark | Contractor | 100 |
| E. Klink A/S | Skovlunde | Denmark | Contractor | 100 |
| Danklima Entreprise A/S | Aarhus | Denmark | Contractor | 100 |
| EAC Trading A/S | Hvidovre | Denmark | Contractor | 100 |
| Brødrene Hedegaard A/S | Kastrup | Denmark | Contractor | 100 |
| Aarsleff Rail A/S | Aarhus | Denmark | Contractor | 100 ** |
| Per Aarsleff GmbH | Hamburg | Germany | Contractor | 100 |
| Aarsleff Anläggning AB | Limhamn | Sweden | Contractor | 100 |
| Aarsleff Contractors AB | Limhamn | Sweden | Contractor | 100 |
| VG Entreprenør A/S | Lemvig | Denmark | Contractor | 100 |
| Østergaard A/S | Vejle | Denmark | Contractor | 100 |
| Per Aarsleff Grønland ApS | Nuuk | Greenland | Contractor | 100 |
| Pipe Technologies | ||||
| Danpipe A/S | Aarhus | Denmark | Contractor | 100 |
| Aarsleff Rörteknik AB | Stockholm | Sweden | Contractor | 100 |
| Aarsleff OY | Helsinki | Finland | Contractor | 100 |
| Per Aarsleff ZAO | St Petersburg | Russia | Contractor | 100 |
| Per Aarsleff Polska Sp. z o.o. | Warsaw | Poland | Contractor | 100 |
| UAB Aarsleff | Kaunas | Lithuania | Contractor | 100 |
| Aarsleff S.r.l. | Milan | Italy | Contractor | 100 |
| Aarsleff S.L.U. | Barcelona | Spain | Contractor | 100 |
| Insituform Rohrsanierungstechniken GmbH | Nuremberg | Germany | Contractor | 50 * |
| PAA International Engineering Corp. | Taichung | Taiwan | Contractor | 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 | Contractor | 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 | Contractor | 100 |
| Centrum Pile Limited | Newark | United Kingdom | Pile production | 100 |
| Aarsleff Sp. z o.o. | Warsaw | Poland | Contractor | 100 |
| KPB Kutno Sp. z o.o. | Kutno | Poland | Pile production | 100 |
| Aarsleff Grundläggnings AB | Gunnilse | Sweden | Contractor | 100 |
| Centrum Påle AB | Älvängen | Sweden | Pile production | 100 |
| Kran & Pålnings AB Europile Pålteknik AB |
Gunnilse Gunnilse |
Sweden Sweden |
Contractor Contractor |
100 100 |
| Dormant company | ||||
| Aarsleff Holding Ltd. | Hong Kong | China | 100 |
* Associate
** Owned by Per Aarsleff A/S (33%) and the 100% owned subsidiaries Petri & Haugsted as (33%) and Wicotec A/S (33%)
| Joint ventures | Ownership interest % | Lead partner Ownership interest % | Lead partner | |
|---|---|---|---|---|
| A.S.R. Projekts | 33 | 33 | ||
| Arge Neubau Liegeplatz 37 Rostock | 33 | 33 | ||
| Arge USW Blumensandhafen | 50 | 50 | ||
| Ballast Nedam-Per Aarsleff Joint Venture V.O.F. | 50 | 50 | ||
| BW Rock Group Swinoujsci – Spolka Cywilna | 40 | Yes | 40 | Yes |
| Fourcon J.V. I/S | 50 | Yes | 50 | Yes |
| Geo Aarsleff JV I/S | 50 | 50 | ||
| JV Streicher, Aarsleff & Tallqvist | 33 | Yes | 33 | |
| JV Aarsleff-Streicher-Bunte I/S | 30 | Yes | 30 | Yes |
| 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 | Yes | 53 | Yes |
| Motorvejskonsortiet Arkil-Aarsleff I/S | 50 | Yes | 50 | Yes |
| NCC-Aarsleff Norvikudden (Stockholm) | 50 | 50 | ||
| Nelis Infra-Aarsleff JV | 50 | 50 | ||
| Pihl-Aarsleff Brokonsortie I/S | 50 | Yes | ||
| Pihl-Banekonsortiet I/S | 50 | |||
| Samsøkonsortiet Aarsleff-Kremmer JV I/S | 50 | Yes | 50 | Yes |
| Strukton-Aarsleff JV I/S | 50 | Yes | ||
| Svea Tunnel Joint Venture | 50 | Yes | ||
| Aalborg Kaserner Konsortiet I/S | 75 | Yes | 75 | Yes |
| Aarsleff & Bodo J.V. | 50 | Yes | 50 | |
| Aarsleff-BAM International Joint Venture V.O.F. | 50 | 50 | ||
| Aarsleff Bilfinger Berger JV Dan-Tysk | 50 | 50 | ||
| Aarsleff Bilfinger Berger JV EQ I/S | 50 | Yes | 50 | Yes |
| Aarsleff Bilfinger Berger JV I/S | 50 | Yes | 50 | Yes |
| Aarsleff Bilfinger Berger JV London Array | 50 | Yes | 50 | Yes |
| Aarsleff-Gruppen I/S | 100 | Yes | 33 | Yes |
| Aarsleff-Interbeton J.V. I/S | 50 | Yes | 50 | Yes |
| Aarsleff-Kamco J.V. I/S | 50 | Yes | 50 | Yes |
| Aarsleff-NCC Vejanlæg | 54 | Yes | 54 | Yes |
| Aarsleff-Petri & Haugsted JV I/S | 100 | Yes | 50 | Yes |
| Aarsleff-Salcon J.V. I/S (Split Joint Venture) | 60 | Yes | 60 | Yes |
| Aarsleff-VG J.V. I/S | 50 | Yes | 50 | Yes |
| Aarsleff-Wicotec J.V. I/S | 100 | Yes | 50 | Yes |
| Aarsleff/NCC Modulvogntog I/S (Split Joint Venture) | 50 | Yes | 50 | Yes |
According to section 5 (1) of the Danish Financial Statements Act, partnerships in which Per Aarsleff A/S is lead partner have omitted to prepare 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 Ballast Nedam Dredging BAM International B.V. Bejstrup Holding Aps Beton- und Monierbau Gesellschaft m.b.H. Bilfinger Berger AG Boskalis International bv Damacon A/S Doraco Sp. z o.o. E. Pihl & Søn A.S.
Foreign branch offices
Colombo, Sri Lanka Kaunas, Lithuania Nuuk, Greenland Porto, Portugal Riga, Latvia Szczecin, Poland
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 Martin Oetken GmbH & Co. KG Max Streicher GmbH & Co. KG
NCC Danmark A/S 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
F i n a n c i a l s tat e m e n t s o f t h e pa r e n t c o m pa n y
| Page | ||
|---|---|---|
| Table of contents Accounting policies Income statement Balance sheet Statement of changes in equity |
91 94 95 97 |
|
| Notes | ||
| 1 | Net revenue | 98 |
| 2 | Staff costs | 98 |
| 3 | Fees to auditors appointed by the Annual General Meeting | 98 |
| 4 | Other operating income and expenses | 99 |
| 5 | Financial income and expenses | 99 |
| 6 | Corporation tax | 99 |
| 7 | Intangible assets and property, plant and equipment | 100 |
| 8 | Investments in subsidiaries and associates | 101 |
| 9 | Inventories | 101 |
| 10 | Receivables | 101 |
| 11 | Equity | 102 |
| 12 | Other provisions | 102 |
| 13 | Time of maturity, short-term debt and long-term debt | 102 |
| 14 | Contingent liabilities and other financial obligations | 103 |
| 15 | Related party transactions | 104 |
| 16 | Currency and interest rate risks and the use of derivative financial instruments | 104 |
A c c o u n t i n g p o l i c i e s
pa r e n t c o m pa n y
Basis of accounting
The financial statements of the parent company Per Aarsleff A/S have been prepared in accordance with the provisions of the Danish Financial Statements Act (DK GAAP) applying to enterprises of reporting class D, as well as the requirements laid down by NAS-DAQ OMX Copenhagen A/S in respect of the financial reporting of companies listed on the stock exchange.
For adopted accounting policies refer to note 1 to the consolidated financial statements on page 59. The denomination of the items in the parent company's financial statements complies with the requirements of the DK GAAP but conforms to the content of the accounting policies according to IFRS. Refer to the section Terminology on page 92 for a description between the main differences between DK GAAP and IFRS in the denomination of the items.
Changes in accounting policies and presentation
The accounting policies applied are unchanged from those applied in the previous year except that the parent company has chosen to prepare the annual accounts for 2010/2011 pursuant to the provisions of the Danish Financial Statements Act against previously IFRS. The change has been made in accordance with Executive Order no. 319 of 12 April 2011 on the transition of preparation of annual accounts according to the Danish Financial Statements Act and with a view to increasing the clarity of the annual report.
The change implies that investments in subsidiaries, associates and certain joint ventures are recognised under the equity method as opposed to IFRS where investments are recognised and measured at cost. Comparative figures for 2009/2010 have been adjusted to the changed accounting policies. Refer to the statement on page 93 for information on the consequences on profit for the year, assets, liabilities and equity.
Supplementary accounting policies for the parent company
Intangible assets
At the initial recognition, goodwill is included at cost in the item Goodwill or in the item Investments in subsidiaries. Subsequently, goodwill is measured at cost less accumulated impairment losses. Goodwill is amortised over the estimated useful life not exceeding 20 years.
Investments
Investments in subsidiaries and associates are recognised and measured under the equity method.
In the income statement, the proportionate share of the profit after tax for the year less goodwill amortisation is included in the items Share of profit in subsidiaries and Share of profit in associates.
The items Investment in subsidiaries and Investments in associates in the balance sheet include the proportionate ownership share of the net asset value of the enterprises calculated under the accounting policies of the parent company with deduction or addition of unrealised intercompany profits or losses and with addition of any remaning value of goodwill.
Subsidiaries and associates with a negative net asset value are measured at DKK 0. Any legal or constructive obligation of the parent company to cover the negative balance of the company is recognised in provisions.
The total net revaluation of investments in subsidiaries and associates is transferred upon distribution of profit to Reserve under the equity method under equity. The reserve is reduced by means of distribution of dividends to the parent company and is adjusted with other changes in equity in subsidiaries and associates.
Joint ventures
The parent company participates in a number of joint ventures, including consortia and working partnerships, in which none of the participating parties have control.
Joint ventures that are subject to joint liability or proportionate liability are recognised as pro rata consolidation. Other joint ventures are recognised under the equity method.
Corporation tax
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.
A c c o u n t i n g p o l i c i e s
92
pa r e n t c o m pa n y
Per Aarsleff A/S is administrative company for the joint taxation and as a result the company settles corporation tax obligations 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.
As the administrative company, Per Aarsleff A/S takes over the liability in respect of the corporation taxes of the subsidiaries towards the tax authorities as the subsidiaries pay their joint taxation contribution.
Cash flow statement
No separate cash flow statement has been prepared for the parent company in accordance with the exemption clause of section 86(4) of the Danish Financial Statements Act.
Terminology
Net revenue (DK GAAP): Revenue (IFRS)
Fixed assets (DK GAAP): Non-current assets (IFRS)
Fixed asset investments (DK GAAP): Other non-current assets (IFRS)
Current assets (DK GAAP): Current assets (IFRS)
Provisions (DK GAAP): Non-current and current liabilities (IFRS)
Long-term debt (DK GAAP): Non-current liabilities (IFRS)
Short-term debt (DK GAAP): Current liabilities (IFRS)
A c c o u n t i n g p o l i c i e s
pa r e n t c o m pa n y
(DKK '000) Profit for the year Assets Liabilities Equity
Accounting effect of the change to the Danish Financial Statements Act
| Adjustment of equity at 1 October 2009 | |
|---|---|
| Equity at 30 September 2009 in accordance with IFRS | 936,714 |
| Adjustment of investment in subsidiaries at equity value | 351,532 |
| Adjustment of investment in associates at equity value | 55,268 |
| Adjustment of goodwill | -1,116 |
| Effect of change in accounting policies | 405,684 |
| Adjusted equity at 1 October 2009 in accordance with the Danish Financial | |
| Statements Act | 1,342,398 |
| Adjustment of comparative figures for 2009/2010 |
| Profit for 2009/2010 and balance sheet at 30 September 2010 in accordance with IFRS | 55,141 | 2,483,900 | 1,519,661 | 964,239 | ||
|---|---|---|---|---|---|---|
| Adjustment of investment in subsidiaries at equity value | 14,288 | 386,740 | 0 | 386,740 | ||
| Adjustment of investment in associates at equity value | -21,929 | 38,672 | 0 | 38,672 | ||
| Adjustment of goodwill | -1,116 | -279 | -837 | |||
| Effect of changed accounting policies | -7,641 | 424,296 | -279 | 424,575 | ||
| Adjusted profit for 2009/2010 and balance sheet at 30 September 2010 in accordance |
| with the Danish Financial Statements Act | 47,500 | 2,908,196 | 1,519,382 | 1,388,814 | ||
|---|---|---|---|---|---|---|
I n c o m e s tat e m e n t
94
pa r e n t c o m pa n y
| (DKK '000) | 2010/2011 | 2009/2010 |
|---|---|---|
| Net revenue | 3,522,922 | 2,211,079 |
| -1,967,401 | ||
| Gross profit | 292,697 | 243,678 |
| Administrative expenses and selling costs | -192,975 | -239,476 |
| Other operating income and expenses | 72 | 474 |
| Operating profit | 99,794 | 4,676 |
| Share of profit in subsidiaries | 4,444 | 32,671 |
| Share of profit in associates | 16,513 | 17,194 |
| Profit before interest | 120,751 | 54,541 |
| 7,454 | ||
| -10,848 | ||
| 51,147 | ||
| Tax on profit for the year | -23,990 | -3,647 |
| Profit for the year | 94,805 | 47,500 |
| Proposed distribution of profit | ||
| Reserve for net revaluation under the equity method | -76,358 | -55,927 |
| Transferred from the profit for the year | 160,291 | 92,555 |
| Dividend to shareholders | 10,872 | 10,872 |
| Total | 94,805 | 47,500 |
| Production costs Financial income Financial expenses Profit before tax |
-3,230,225 4,581 -6,537 118,795 |
B a l a n c e s h e e t
pa r e n t c o m pa n y
| Note | (DKK '000) | 30/9 2011 | 30/9 2010 |
|---|---|---|---|
| Patents and other intangible assets | 273 | 3,352 | |
| 7 | Intangible assets | 273 | 3,352 |
| Land and buildings | 257,743 | 250,706 | |
| Plant and machinery | 394,906 | 311,032 | |
| Other fixtures and fittings, tools and equipment | 13,339 | 12,657 | |
| Property, plant and equipment in progress | 9,174 | 40,645 | |
| 7 | Property, plant and equipment | 675,162 | 615,040 |
| 8 | Investments in subsidiaries | 859,718 | 735,819 |
| 8 | Investments in associates | 79,979 | 61,216 |
| Receivables from subsidiaries | 6,777 | 34,896 | |
| Fixed asset investments | 946,474 | 831,931 | |
| Total fixed assets | 1,621,909 | 1,450,323 | |
| 9 | Inventories | 43,947 | 39,347 |
| 10 | Contracting debtors | 681,089 | 436,603 |
| Work in progress | 159,190 | 159,174 | |
| Receivables from subsidiaries | 370,811 | 341,635 | |
| Receivables from associates | 7,577 | 3,203 | |
| Other receivables | 58,147 | 105,663 | |
| Corporation tax receivable | 0 | 45 | |
| Prepayments and accrued income | 576 | 2,291 | |
| Total receivables | 1,277,390 | 1,048,614 | |
| Cash | 612,773 | 369,912 | |
| Total current assets | 1,934,110 | 1,457,873 | |
| Total assets | 3,556,019 | 2,908,196 | |
B a l a n c e s h e e t
96
E q u i t y a n d l i a b i l i t i e s pa r e n t c o m pa n y
| Note (DKK '000) |
30/9 2011 | 30/9 2010 |
|---|---|---|
| Share capital | 45,300 | 45,300 |
| Reserve for net revaluation under the equity method | 305,425 | 381,783 |
| Retained earnings | 1,098,455 | 950,859 |
| Proposed dividend | 10,872 | 10,872 |
| 11 Total equity |
1,460,052 | 1,388,814 |
| 6 Deferred tax |
109,379 | 112,255 |
| 12 Other provisions |
85,188 | 85,032 |
| Total provisions | 194,567 | 197,287 |
| Mortgage debt | 138,605 | 102,532 |
| Total long-term debt | 138,605 | 102,532 |
| Mortgage debt | 1,725 | 1,350 |
| Credit institutions | 520,530 | 270,276 |
| Work in progress | 451,837 | 528,125 |
| Trade payables | 484,757 | 191,240 |
| Payables to subsidiaries | 76,506 | 83,132 |
| Payables to associates | 41 | 193 |
| Corporation tax payable | 48,203 | 0 |
| Other liabilities | 179,196 | 145,247 |
| Total short-term debt | 1,762,795 | 1,219,563 |
| 13 Total debt |
1,901,400 | 1,322,095 |
| Total equity and liabilities | 3,556,019 | 2,908,196 |
Notes without reference:
14 Contingent liabilities and other financial obligations
15 Related party transactions
16 Currency and interest rate risks and the use of derivative financial instruments
S tat e m e n t o f c h a n g e s i n e q u i t y
pa r e n t c o m pa n y
| Reserve for net | |||||
|---|---|---|---|---|---|
| Share | revaluation under the | Retained | Proposed | ||
| (DKK '000) | capital | equity method | earnings | dividend | Total |
| Equity at 1 October 2010 | 45,300 | 908,067 | 10,872 | 964,239 | |
| Changes in accounting policy | 381,783 | 42,792 | 424,575 | ||
| Adjusted equity at 1 October 2010 | 45,300 | 381,783 | 950,859 | 10,872 | 1,388,814 |
| Changes in equity 2010/2011 | |||||
| Translation adjustment of foreign companies | -24,223 | -24,223 | |||
| Reversal of fair value adjustments of derivative | |||||
| financial instruments, transferred to the | |||||
| income statement (net financials) | 1,884 | 1,884 | |||
| Exhange adjustments of derivative financial instruments | 12,035 | 12,035 | |||
| Tax on derivative financial instruments | -3,479 | -3,479 | |||
| Net gain/loss recognised directly in equity | 0 | 0 | -13,783 | 0 | -13,783 |
| Dividend paid | -10,872 | -10,872 | |||
| Dividend, treasury shares | 1,088 | 1,088 | |||
| Profit for the year | -76,358 | 160,291 | 10,872 | 94,805 | |
| Total changes in equity in 2010/2011 | 0 | -76,358 | 147,596 | 0 | 71,238 |
| Equity at 30 September 2011 | 45,300 | 305,425 | 1,098,455 | 10,872 | 1,460,052 |
N o t e s
98
pa r e n t c o m pa n y
| (DKK '000) | 2010/2011 | 2009/2010 |
|---|---|---|
| Net revenue | ||
| Income from construction contracts | 3,522,922 | 2,211,079 |
| Total | 3,522,922 | 2,211,079 |
| Business segments | ||
| Construction | 2,245,879 | 1,221,852 |
| Piling | 652,825 | 377,136 |
| Pipe Technologies | 624,218 | 612,091 |
| Total | 3,522,922 | 2,211,079 |
| Geographical allocation | ||
| Denmark | 1,867,020 | 1,553,868 |
| Abroad | 1,655,902 | 657,211 |
| Total | 3,522,922 | 2,211,079 |
| Staff costs | ||
| Wages, salaries and remuneration | 605,087 | 572,156 |
| Pensions | 29,287 | 30,088 |
| Other costs, social security costs etc. | 16,020 | 14,337 |
| Total | 650,394 | 616,581 |
| Of this figure, consideration for: | ||
| Remuneration, Board of Directors | 1,400 | 1,675 |
| Remuneration, Executive Management | 6,437 | 6,351 |
| Total | 7,837 | 8,026 |
| Average number of full-time employees | 1,260 | 1,190 |
| Fees to auditors appointed by the Annual General Meeting | ||
| PricewaterhouseCoopers | 1,424 | 2,818 |
| Other auditors | 103 | 31 |
| Total | 1,527 | 2,849 |
| Fees to PricewaterhouseCoopers can be specified as follows: | ||
| Statutory audit | 794 | 794 |
| Other assurance statements | 9 | 4 |
| Tax assistance | 447 | 1,148 |
| Other services | 174 | 872 |
| Total | 1,424 | 2,818 |
| Fees to other auditors can be specified as follows: | ||
| Tax assistance | 103 | 31 |
| Total | 103 | 31 |
n o t e s
| Note | (DKK '000) | 2010/2011 | 2009/2010 |
|---|---|---|---|
| 4 | Other operating income and expenses | ||
| Other operating income | 1,000 | 1,239 | |
| Other operating expenses | -928 | -765 | |
| Total | 72 | 474 | |
| 5 | Financial income and expenses | ||
| Foreign exchange gain, net | 225 | 0 | |
| Interest regarding subsidiaries | 295 | 3,099 | |
| Interest regarding associates | 14 | 35 | |
| Other interest income | 4,047 | 4,320 | |
| Financial income | 4,581 | 7,454 | |
| Foreign exchange losses, net | 619 | 766 | |
| Mortgage interest | 4,753 | 4,078 | |
| Other interest costs | 1,165 | 6,004 | |
| Financial expenses | 6,537 | 10,848 | |
| Net financials | -1,956 | -3,394 | |
| 6 | Corporation tax | ||
| Tax on profit for the year can be broken down as follows | |||
| Current tax | 33,823 | 319 | |
| Adjustment of deferred tax and deferred tax asset for the year | -9,833 | 3,328 | |
| Total | 23,990 | 3,647 | |
| Total tax for the year can be broken down as follows | |||
| Tax on profit for the year | 23,990 | 3,647 | |
| Tax on changes in equity | 3,479 | -490 | |
| Total | 27,469 | 3,157 | |
| Deferred tax concerns | |||
| Intangible assets | 3,020 | 838 | |
| Property, plant and equipment | 21,103 | 19,522 | |
| Work in progress | 81,941 | 93,722 | |
| Other current assets | 3,460 | -1,682 | |
| Provisions | -145 | -145 | |
| Deferred tax at 30 September | 109,379 | 112,255 |
n o t e s
pa r e n t c o m pa n y
Note (DKK '000)
7 Intangible assets and property, plant and equipment
| Goodwill | Patents and other intangible assets |
Land and buildings |
Plant and machinery |
Other fixtures and fittings, tools and equipment |
Property, plant and equipment in progress |
|
|---|---|---|---|---|---|---|
| Cost at 1 October 2010 | 7,754 | 8,681 | 325,387 | 757,155 | 47,897 | 40,645 |
| Reclassification | -5,400 | |||||
| Additions during the year | 16,691 | 105,646 | 4,592 | 47,155 | ||
| Disposals during the year | -32,401 | -1,790 | -1,463 | |||
| Transfers | 75,022 | 2,141 | -77,163 | |||
| Cost at 30 September 2011 | 7,754 | 3,281 | 342,078 | 905,422 | 52,840 | 9,174 |
| Depreciation, amortisation and impairment losses at 1 October 2010 Changes in accounting policy |
6,638 1,116 |
5,329 | 74,681 | 446,123 | 35,240 | |
| Adjusted depreciation, amortisation and impairment losses at 1 October 2010 Reclassification |
7,754 | 5,329 -2,790 |
74,681 | 446,123 | 35,240 | |
| Depreciation and amortisation during the year | 469 | 9,654 | 90,269 | 6,041 | ||
| Assets sold during the year | -25,876 | -1,780 | ||||
| Depreciation, amortisation and impairment | ||||||
| losses at 30 September 2011 | 7,754 | 3,008 | 84,335 | 510,516 | 39,501 | |
| Carrying amount at 30 September 2011 | 0 | 273 | 257,743 | 394,906 | 13,339 | 9,174 |
pa r e n t c o m pa n y
Note (DKK '000)
8 Investments in subsidiaries and associates
| Investments in subsidiaries | Investments in associates | |
|---|---|---|
| Cost at 1 October 2010 | 398,008 | 22,544 |
| Reclassification | 5,400 | |
| Additions during the year | 204,353 | 3,967 |
| Cost at 30 September 2011 | 607,761 | 26,511 |
| Value adjustment at 1 October 2010 | -43,629 | 0 |
| Change in accounting policy | 386,740 | 38,672 |
| Adjusted value adjustment at 1 October 2010 | 343,111 | 38,672 |
| Reclassification | -8,090 | |
| Profit after tax | 19,864 | 16,513 |
| Amortisation of goodwill | -2,970 | |
| Amortisation of other intangible assets | -13,003 | |
| Received dividend | -62,280 | -2,199 |
| Exchange rate adjustments | -24,675 | 482 |
| Value adjustment at 30 September 2011 | 251,957 | 53,468 |
| Carrying amount at 30 September 2011 | 859,718 | 79,979 |
| Of this figure, goodwill amounts to | 29,151 | 0 |
| Then legal entities in the Aarsleff Group are listed on pages 88-89 in the consolidated financial statements. |
30/9 2011 | 30/9 2010 |
| Inventories | ||
| Raw materials and consumables | 43,947 | 39,347 |
| Total | 43,947 | 39,347 |
| Receivables | ||
| Receivables falling due over a year after the balance sheet date | 0 | 0 |
n o t e s
pa r e n t c o m pa n y
Note (DKK '000)
11 Equity
Share capital
The composition of the share capital and treasury shares is stated in note 18 in the consolidated accounts.
12 Other provisions
| 30/9 2011 | 30/9 2010 | |
|---|---|---|
| Other provisions at 1 October | 85,032 | 70,741 |
| Completed contracts transferred from work in progress | 1,614 | 2,979 |
| Used during the year | -3,257 | -10,426 |
| Reversal of unused warranty commitments | -7,133 | -7,535 |
| Provisions for the year | 8,932 | 29,273 |
| Other provisions at 30 September | 85,188 | 85,032 |
Provisions comprise warranty obligations as well as litigation and arbitration proceedings.
13 Time of maturity, short-term debt and long-term debt
The parent company's short-term debt and long-term debt fall due as follows:
| 30 September 2011 | Carrying amount | Within 1 year | 1-5 years | After 5 years |
|---|---|---|---|---|
| Mortgage debt | 140,330 | 1,725 | 11,120 | 127,485 |
| Credit institutions | 520,530 | 520,530 | 0 | 0 |
| Trade payables | 484,757 | 484,757 | 0 | 0 |
| Payables to subsidiaries | 76,506 | 76,506 | 0 | 0 |
| Payables to associates | 41 | 41 | 0 | 0 |
| Total short-term debt and long-term debt | 1,222,164 | 1,083,559 | 11,120 | 127,485 |
| 30 September 2010 | Carrying amount | Within 1 year | 1-5 years | After 5 years |
| Mortgage debt | 103,882 | 1,350 | 7,498 | 95,034 |
| Credit institutions | 270,276 | 270,276 | 0 | 0 |
| Trade payables | 191,240 | 191,240 | 0 | 0 |
| Payables to subsidiaries | 83,132 | 83,132 | 0 | 0 |
| Payables to associates | 193 | 193 | 0 | 0 |
| Total short-term debt and long-term debt | 648,723 | 546,191 | 7,498 | 95,034 |
The parent company's cash outflow can be fully covered by the continuous operating profit and the possibility to make drawdowns on credit facilities and refinancing.
| Note | (DKK '000) | 30/9 2011 | 30/9 2010 |
|---|---|---|---|
| 14 | Contingent liabilities and other financial obligations | ||
| Operating leases | |||
| Future rent and lease payments under non-cancellable contracts (minimum lease payments): | |||
| Maturity within 1 year | 37,368 | 15,025 | |
| Maturity between 2 and 5 years | 29,839 | 17,718 | |
| Maturity over 5 years | 0 | 182 | |
| Total | 67,207 | 32,925 | |
| Expensed lease payments for the year | 65,820 | 18,245 | |
| Operating leasing commitments concern cars, technical plant and machinery as well as furniture and fit | |||
| tings. The term of the contracts in the parent company is maximum seven years at 30 September 2011 as | |||
| well as at 30 September 2010. | |||
| Capital and purchase commitments | |||
| Investment in property, plant and equipment | 0 | 13,099 | |
| Contingent assets and liabilities | |||
| Guarantee for bank debt of subsidiaries | 150,753 | 104,315 | |
| Guarantee for bank balances in joint ventures | 0 | 10,189 | |
| Per Aarsleff A/S is engaged in various litigation and arbitration proceedings which are not expected to influence future earnings of the company negatively. |
|||
| With a view to complying with the going concern concept, Per Aarsleff A/S has issued a limited letter of sup | |||
| port in connection with the presentaton of the financial statements of the following subsidiaries: | |||
| - Per Aarsleff Polska Sp. z o.o. | |||
| - Aarsleff Sp. z o.o. | |||
| - Danpipe A/S - Aarsleff Rail A/S |
|||
| 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 payments received on account from the subsidiaries. Through the Danish joint taxation, a subsi | |||
| diary has used losses in a foreign subsidiary. The resulting retaxation liability has been provided for on the | |||
| basis of a specific assessment, taking into consideration the relationship between using tax losses abroad | |||
| and retaxation in Denmark. | |||
| Security | |||
| The carrying amount of land and buildings that are pledged as security for mortgage debt to credit institu | |||
| tions amounts to | 195,371 | 193,324 | |
| 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 executed against a warranty of | |||
| normally up to five years. Obligations have been determined on the basis of historical warranty expenses. | |||
| Per Aarsleff A/S participates in joint ventures under a joint and several liability. At 30 September 2011, total payables amount to DKK 1,434 million against DKK 1,109 million at 30 September 2010. The company does |
not expect any losses in addition to those included in the financial statements.
103
n o t e s
pa r e n t c o m pa n y
Note (DKK '000)
15 Related party transactions
For transactions with related parties refer to note 22 to the consolidated accounts.
16 Currency and interest rate risks and the use of derivative financial instruments
For the use of derivative financial instruments and risks and capital management refer to note 20 to the consolidated accounts.
a d d r e s s e s
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 Rødovre, Denmark Tel +45 4488 7700 Fax +45 4488 7701 [email protected] www.petri-haugsted.dk
Wicotec A/S
Roskildevej 338 PO Box 10 2630 Taastrup, Denmark Tel +45 4332 4229 Fax +45 4332 4252 [email protected] www.wicotec.dk
EAC Trading Ltd. A/S
Industriholmen 2 2650 Hvidovre, Denmark Tel +45 3634 4550 Fax +45 3634 4559 [email protected] www.eactrading.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
Østergaard A/S
Sverigesvej 4 7100 Vejle, Denmark Tel +45 7582 3455 Fax +45 7583 8114 [email protected] www.oestergaardas.dk
VG Entreprenør A/S
Rugmarken 8 7620 Lemvig, Denmark Tel +45 9664 0910 Fax +45 9664 1910 [email protected] www.vg-entreprenor.dk
Per Aarsleff Grønland ApS
c/o PO Box 28 H. J. Rinksvej 29 3900 Nuuk, Greenland Tel +45 8744 2222
Per Aarsleff GmbH
Friedrich-Ebert-Damm 111C 22047 Hamburg, Germany Tel +49 40 694 664 33 Fax +49 40 694 664 35
Aarsleff Anläggning 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, 2. 1005 Riga, Latvia Tel +371 67382 392 Fax +371 67382 229 [email protected]
Per Aarsleff A/S
Sucursal em Portugal R. Estado da India, 602 4.1 4430-094 V.N. Gaia, Portugal Tel +351 223 759 446 Fax +351 220 400 884
Centrum Pæle A/S Grønlandsvej 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, UK 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 4dfoto ralf kornmann Jakob Mark Jan Kofod Winther Photos taken by employees
Per Aarsleff A/S
Main office Lokesvej 15 DK-8230 Aabyhoej 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