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Per Aarsleff Holding — Annual Report 2014
Jan 8, 2015
3412_10-k_2015-01-08_aa75ee01-dde8-4981-a87e-189db3aecb97.pdf
Annual Report
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The Aarsleff Group 3
| Management's review | |
|---|---|
| Highlights for the Group | 5 |
| The year in brief | 6 |
| The new financial year and strategic focus areas | 7 |
| Long-term financial targets | 8 |
| Mission, vision and values | 10 |
| The past year in Construction | 12 |
| The past year in Pipe Technologies | 14 |
| The past year in Piling | 16 |
| Information to shareholders | 18 |
| Corporate governance | 20 |
| Commercial risk assessment | 22 |
| Internal control and risk management in | |
| financial reporting | 24 |
| Corporate social responsibility | 26 |
| Executive Management and Board of Directors | 30 |
Management's statement and independent auditor's reports Management's statement 32 Independent auditor's reports 32
| Consolidated financial statements | |
|---|---|
| Financial review | 42 |
| Consolidated financial statements | 43 |
| Financial statements of the parent company | 80 |
Addresses 94
27
Aarsleff extends the fishing port in the village of Myre in Vesterålen in Norway and establishes new stone breakwaters.
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The Aarsleff Group
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The Aarsleff Group is an internationally positioned civil engineering contractor. Our annual revenue amounts to DKK 8.5 billion – of which one third comes from abroad. We are specialists in devising, planning and implementing large projects within infrastructure, climate change adaptation, the environment, energy and construction. We have developed specialist expertise within harbour and marine
construction, railway work and establishment of offshore wind farms, and we use our specialist contracting expertise when we carry out shell structures or supply turnkey solutions within industrial construction and institutional construction. Moreover, we are market leaders within pile foundation and trenchless pipe renewal. The Aarsleff Group has 4,532 employees.
Highlights for the Group
| tDKK | 2009/2010 | 2010/2011 | 2011/2012 | 2012/2013 | 2013/2014 |
|---|---|---|---|---|---|
| Income statement | |||||
| Revenue | 4,337,382 | 6,147,489 | 6,676,165 | 7,375,888 | 8,522,363 |
| Of this figure, work performed abroad | 1,489,609 | 2,793,218 | 2,798,975 | 2,476,654 | 2,850,499 |
| Operating profit | 62,195 | 136,318 | 181,656 | 213,399 | 350,483 |
| Profit before interest | 79,389 | 152,837 | 182,559 | 213,477 | 350,952 |
| Net financials | -13,590 | -19,458 | -16,622 | -16,531 | -21,273 |
| Profit before tax | 65,799 | 133,379 | 165,937 | 196,946 | 329,678 |
| Profit for the year | 48,008 | 97,778 | 112,062 | 149,892 | 254,609 |
| Balance sheet | |||||
| Non-current assets | 1,402,535 | 1,587,942 | 1,619,478 | 1,738,752 | 1,737,113 |
| Current assets | 2,110,948 | 2,778,905 | 2,622,417 | 2,797,867 | 3,233,835 |
| Total assets | 3,513,483 | 4,366,847 | 4,241,895 | 4,536,619 | 4,970,948 |
| Equity | 1,397,640 | 1,471,851 | 1,593,749 | 1,724,330 | 1,952,308 |
| Non-current liabilities | 384,217 | 449,019 | 500,128 | 486,048 | 589,697 |
| Current liabilities | 1,731,626 | 2,445,977 | 2,148,018 | 2,326,241 | 2,428,944 |
| Total equity and liabilities | 3,513,483 | 4,366,847 | 4,241,895 | 4,536,619 | 4,970,948 |
| Net interest-bearing debt | 100,004 | 231,094 | 149,486 | 506,611 | 209,873 |
| Invested capital (IC) | 1,436,231 | 1,622,583 | 1,674,496 | 2,214,266 | 2,147,538 |
| Cash flow statement | |||||
| Cash flows from operating activities | 229,145 | 330,604 | 374,584 | 40,949 | 612,123 |
| Cash flows from investing activities | -216,541 | -428,817 | -282,758 | -370,203 | -255,734 |
| Of this figure, investment in property, plant and equipment, net | -252,408 | -278,030 | -290,758 | -241,416 | -256,327 |
| Cash flows from financing activities | -52,865 | 26,465 | -324 | -24,334 | -29,900 |
| Change in liquidity for the year | -40,261 | -71,748 | 91,502 | -353,588 | 326,489 |
| Financial ratios ¹ | |||||
| Gross margin ratio, % | 12.2 | 10.0 | 10.3 | 10.8 | 12.1 |
| Profit margin (EBIT margin), % | 1.4 | 2.2 | 2.7 | 2.9 | 4.1 |
| Net profit ratio (pre-tax margin), % | 1.5 | 2.2 | 2.5 | 2.7 | 3.9 |
| Return on invested capital (ROIC), % | 4.5 | 8.9 | 11.0 | 11.0 | 16.1 |
| Return on invested capital (ROIC) after tax, % | 3.3 | 6.5 | 7.4 | 8.4 | 12.4 |
| Return on equity (ROE), % | 3.7 | 6.8 | 7.3 | 9.0 | 13.9 |
| Equity interest, % | 39.8 | 33.7 | 37.6 | 38.0 | 39.3 |
| Earnings per share (EPS), DKK | 24.60 | 47.98 | 54.97 | 73.20 | 124.65 |
| Share price per share of DKK 20 at 30 September, DKK | 410 | 376 | 397 | 681 | 972 |
| Price/equity value, DKK | 0.60 | 0.52 | 0.51 | 0.81 | 1.01 |
| Dividend per share, DKK | 4.80 | 4.80 | 10.00 | 10.00 | 15.00 |
| Number of employees | 3,162 | 3,473 | 3,620 | 4,019 | 4,532 |
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¹ See page 56 for a definition of financial ratios.
The year in brief
6
In the railway cutting west of Aarhus Central Station, Aarsleff constructs a 125 metre long bridge leading the city's future light rail transit across six railway tracks.
The consolidated profit for the financial year 2013/2014 was DKK 330 million before tax against DKK 197 million the year before. Earnings expectations were DKK 260 million before tax at the beginning of the financial year and were adjusted to DKK 290 million after the first three quarters of the financial year and again on 14 November 2014 to DKK 330 million.
Revenue came to DKK 8,522 million compared to DKK 7,376 million last financial year – an increase of 16%.
The Danish operations reported revenue of DKK 5,672 million compared with DKK 4,899 million last financial year. The foreign operations reported revenue of DKK 2,850 million against DKK 2,477 million last financial year.
The profit for the year was DKK 255 million after tax compared with DKK 150 million last year. Total investments came to DKK 256 million.
Cash flows from operating activities with deduction of investments came to a positive liquidity flow of DKK 356
million against a negative liquidity flow of DKK 329 million last financial year.
The Group's net interest-bearing debt was DKK 208 million against DKK 507 million at 30 September 2013.
Construction reported profit before interest of DKK 243 million against DKK 101 million last financial year. Pipe Technologies reported profit before interest of DKK 37 million against DKK 51 million last financial year. Piling reported profit before interest of DKK 71 million before interest against DKK 61 million last financial year.
Net profit ratio of the Group was 3.9% compared to 2.7% last financial year. Equity is 39.3% of the balance sheet total against 38% at the end of last financial year. Return on equity came to 13.9% against 9% last financial year.
The number of full-time employees is 4,532 against 4,019 last financial year.
The Board of Directors will propose a dividend of DKK 15 per share corresponding to a payment of DKK 31 million.
The new financial year and strategic focus areas
In the coming financial year, we expect an increasing level of activity, profit before tax of DKK 350 million and investments of DKK 380 million. The results comprise a profit projection of approx. DKK 17 million from sale of property.
The activity in the Danish market for civil engineering projects is stable at a relatively high level but will continue to be characterised by fierce competition from international contracting companies. Construction expects an increasing level of activity and profit before interest in percentage of revenue of 3.5-4%.
Pipe Technologies expects a level of activity on par with last financial year and profit before interest of around 4%.
Piling expects an increased level of activity, particularly on the markets in Denmark and the UK, and profit before interest of around 5.5% of revenue.
On the threshold of the new financial year, the volume of orders is higher than at the same time last year.
The expected investments of DKK 380 million are around DKK 125 million higher than last year. The increase is equally distributed on machinery and buildings. Among other things, we will begin the construction of a new office facility in Aarhus which should be ready for occupation in the autumn of 2016.
Strategic focus areas
The Aarsleff Group's specialist expertise is at a high international level allowing us to participate in large infrastructure projects in Denmark, often in collaboration with international contracting companies. The experience gained from these projects will be useful in future international business opportunities.
The Aarsleff Group's business model and our basic values have proved to be sustainable. Our different types of activities range from execution of one-off projects to implementation of activities with a high degree of repetition and fully industrialised activities.
The Aarsleff Group has decided on a joint corporate strategy which is to continue the development of the Group. Aarsleff is an integrated Group with joint values, vision and mission and common basic principles of management. We combine our specialist contracting expertise into total solutions in accordance with the customers' requirements and with a high degree of own production. We call this "one company", and our strategy as a contracting group is underpinned by this principle.
During the past ten financial years, the Aarsleff Group's revenue has increased by an average of 10% per year. The civil engineering
market offers opportunities of continued profitable growth, and we prepare for this by focusing on the Group's strategies.
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It is essential for the Aarsleff Group's development that earnings requirements take priority over growth. Continued improvements with consequent increased competitiveness must make growth a result more than a target. We anticipate that a consolidated EBIT target of 5% is within reach. This level also complies with the longterm targets for our segments.
In Construction, we will focus on positioning ourselves for important traffic infrastructure projects, the climate and environmental challenges facing the Danish utility companies as well as energy supply projects and building activities in the years ahead. We maintain our policy of selective order intake, and an important criterion is that earnings potential must be proportional to effort and risk. A highly prioritised focus area is professional project management with a view to obtaining profitability and quality from start to finish.
The Aarsleff Group's specialist expertise in traffic infrastructure projects, shell structures, wind turbine foundations and technical contracts will be positioned towards the market potentials. Aarsleff has been prequalified for four contracts to build the Fehmarnbelt Fixed Link. We have commenced the preparation of tenders in cooperation with the respective consortia partners.
An increasing number of turnkey contracts are being put out to tender and consequently, combinations of specialist contracting expertise are required. Aarsleff combines specialist expertise into turnkey solutions by using the wide range of activities which our departments and companies are able to supply in own production. We seek to use our expertise for one-off civil engineering projects as well as for multi-annual framework agreements for the execution of service and maintenance work.
Pipe Technologies is working with a more focused prioritisation to improve the margins. Pipe Technologies is continuously seeking new market opportunities with a view to exploiting the expertise within trenchless pipe renewal. The intense competition places heavy demands on productivity development in manufacturing and installation.
Piling focuses on the incorporation of common standards concurrently with product and method development. This is done to increase productivity and competitiveness in manufacturing and installation on all markets.
PROFIT BEFORE TAX IN DKK MILLION
INVESTMENTS IN PROPERTY, PLANT AND EQUIPMENT AND SUBSIDIARIES IN DKK MILLION
Outlook: DKK 380 million
Long-term financial targets
The overall financial targets of the Group are:
- Return on equity (ROE) 12% per year
- Net interest-bearing debt DKK 0
- Average annual growth 5-10% per year
This involves::
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• Equity interest of the balance sheet (solvency ratio) Approx. 45%
The targets will be realised through achievement of the following EBIT margins:
| • | Construction | 4% |
|---|---|---|
| • | Pipe Technologies | 6% |
| • | Piling | 6% |
| • | The Group as a whole | 4.7% |
The company's overall financial target is an attractive, realistic and stable return on equity in consideration of risk. We seek to mitigate risk by having sufficient financial resources and a high solvency ratio. Thus, the net interestbearing debt is DKK 0 in average for the financial quarters.
Over the past ten years, the company's growth has been slightly above 10% per year. The future growth is expected to be 5 to 10% per year.
Achievement of the targeted return on equity will imply that the expected growth can be financed by future earnings and that liquidity is generated for payment of dividend assessed at 25-30% of the annual profit in the long-term.
The decision on the annual dividend distribution is made on the basis of the company's actual financial situation, comprising net interest-bearing debt, solidity and outlook for the future financial year.
Growth and development
The growth and development of the Group will continue to take place through a combination of organic growth and acquisitions within the field of specialist contracting expertise and with a focus on profitability.
Within the industrial segments Pipe Technologies and Piling, our growth target is between 5% and 10% per year with focus on international growth. In Construction, we are making the most of the current market potential which is subject to the amount of tenders within large-scale infrastructure investments while considering our policy of selective order intake.
Profit and return on investment
Efficiency and productivity in all phases must contribute to continuous improvements of competitiveness and earnings. Combinations of skills into turnkey solutions of high value to the customer, together with efficiency in all phases, must increase margins and profit.
PROFIT BEFORE INTEREST IN PERCENTAGE OF REVENUE
PROFIT BEFORE INTEREST IN PERCENTAGE OF REVENUE CONSTRUCTION PIPE TECHNOLOGIES PILING
Outlook
PROFIT BEFORE INTEREST IN PERCENTAGE OF REVENUE
Realisation of the stated EBIT margins and targets for net debt and solidity will imply a return on equity of slightly more than 12% per year.
The targeted EBIT margin for the industrial segments is higher than for the Construction segment, as the industrial segments are more capital intensive than the Construction segment. Thus, a higher EBIT margin is required to obtain a satisfactory return on invested capital.
Sound financial resources
Aarsleff undertakes large-scale civil engineering projects for which only consolidated companies with sound financial resources are able to tender. A sound financial position and a high credit ranking allow us to strategically position ourselves for long-term and continuous development of the Group in connection with acquisition of companies as well as internal business development to obtain organic growth.
Aarsleff's ambition to have sound financial resources entails an overall target to balance average net interestbearing debt around 0 per quarter. This corresponds to a solvency ratio of about 45%.
As the company receives considerable prepayments which often are available for joint ventures only, a net interest-bearing debt of 0 involves continued drawdown on the company's credit facilities.
During growth periods, the company will require new borrowing up to a certain level. However, net interestbearing debt must not exceed 50% of equity (debt/equity ratio maximum 0.5).
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Dividend
For the financial year 2013/2014, the proposed dividend per share is DKK 15.00 against DKK 10.00 per share last year. The dividend corresponds to 12% of the company's profit and is less than the previously stated 25-30%.
In 2013/2014, the Group has grown by 16%. Earnings have thus primarily been used for financing the growth. In addition, net interest-bearing debt has been reduced from a quarterly average in 2012/2013 of DKK 330 million to a quarterly average of DKK 229 million in 2013/2014.
The Board of Directors' dividend recommendations are based on continued net interest-bearing debt and on an outlook for an increased level of activity.
Treasury shares
The holding of treasury shares amounts to 10%. The company is authorised to acquire another 10%. The authorisation will only come into effect in case of a special situation. Distribution to shareholders is expected to take place only in the form of dividend.
NET INTEREST-BEARING DEBT, DKK MILLION
Overall target: 0 50% of equity, at the beginning of the year
RETURN ON EQUITY (ROE)
Mission, vision and values
OUR MISSION
The Aarsleff Group constructs and maintains the infrastructure and building structures of society. We lay the foundations of a sound financial development of society and create value for the Group's shareholders.
- We obtain flexibility and synergy through joint management and prioritisation. This way, we use the market opportunities and obtain savings.
- We focus on building long-term partnerships when we deliver our services in order to obtain a joint competitive edge and provide high quality and value to our customers.
- We select, calculate, plan and execute our projects with great security in the project management phase.
- We combine our specialist contracting expertise into total services in accordance with the customers' requirements and with a high degree of own production.
- We take a risk if it is well-considered, can be assessed and incorporated into our tenders.
- We are constantly developing, by improving what we already do or by using our good ideas.
OUR VISION
The Aarsleff Group wants to be a preferred and significant contracting group with international scope, based in Denmark.
- We are an integrated group with a common approach to business, management and projects.
- We realise synergies, as all our business units contribute independently while also contributing to the Group's synergy in one company projects.
- We strive to have a significant position in Denmark.
- We have the expertise within project activities which enables us to operate with a competitive edge internationally.
- We are a predominant player on the markets where we choose to position our industrial activities.
- We have managers who lead the way and take action in time.
- We obtain economies of scale and profitable growth by ongoing development of solutions and standards and improvement of productivity and efficiency.
- We have a long-term view, and we make the difficult and required decisions.
OUR VALUES
Commitment to what we do
- We have a strong commitment and we work hard
- We are competent and humble
- We are professional and cooperative
- We communicate openly, honestly and directly.
Focus on essential matters
- We have an open mind and a sharp focus
- We are passionate about our profession and focus on joint solutions
- We are specialists and good at collaborating
- We have a broad perspective and a hands-on approach.
- Striving for improvement and renewal
- We are innovative and reflective
- We are enterprising and improve what we already do
- We delegate responsibility and follow up
- We have a joint ambition and an eye for individual achievements.
Overall responsibility
• We have a flair for sound business – and we take corporate social responsibility seriously
- We have strong cultural common features and we value diversity
- We challenge our employees and prioritise occupational health and safety
- We are dynamic and can always be trusted.
The past year in Construction
Segment results came to DKK 243 million before interest or 4.3% of revenue. Results exceeded expectations. Revenue increased by 11% to DKK 5,632 million. The Danish operations reported a revenue increase of 18% to DKK 4,767 million, while the foreign operations reported a revenue decline of 18% to DKK 865 million
Results were above expectations at the beginning of the financial year, among other things as a result of the positive completion of the offshore wind farm project DanTysk. Generally, civil engineering projects completed during the financial year performed above expectations, and the profit ratio complies with the long-term goal.
At the end of the financial year, the volume of orders is higher than at the end of last financial year.
In the Danish market for civil engineering projects, the activities of the parent company are characterised by a generally high level of activity and a generally higher profitability during project implementation. The future mega tenders will attract foreign players. Significant tender costs are involved when participating in major projects, in particular as regards the Fehmarnbelt Fixed Link, the Storstrøm Bridge and Banedanmark's tender for the electrification of the Danish railway network.
Overall, the results of Construction's subsidiaries exceeded expectations at the beginning of the financial year.
Wicotec Kirkebjerg A/S carries out technical installations in a broad sense, technical service as well as cable work and district heating installations. The development of Wicotec Kirkebjerg A/S follows the targets of the merger two years ago for a profit margin of 3-4% of revenue within a short time frame. In the financial year, the company has adopted a new strategy that prioritises technical operation and service work as well as further development of cross-disciplinary expertise within technical installation contracts. Annual results exceeded expectations at the beginning of the financial year.
The Group's expertise within railway activities is united in Aarsleff Rail A/S. There is an increasing level of activity in the company, and the development is progressing according to plan.
Results for Dan Jord A/S exceeded expectations. In general, the level of activity is high in the Aarhus area, and activities include the establishment of the Light Rail Transit, carried out by Dan Jord A/S in collaboration with the parent company.
Petri & Haugsted AS specialises in cable work and communication lines. Results were below expectations. However, the activities have been stabilised after adjustments in the company.
Østergaard A/S carries out tunnelling, horizontal directional drilling and civil engineering work. The results are in line with expectations at the beginning of the financial year.
VG Entreprenør A/S specialises in coastal protection and other marine work. Results exceeded expectations.
In the new financial year, we expect an increasing level of activity and a profit before interest of 3.5-4% of revenue. Long-term expectations to revenue development will follow economic trends and market potentials. Long-term earnings expectations are 4%.
Aarsleff carries out motorway and bridges for the future motorway near Silkeborg. Here, the section is excavated down to a depth of about five metres below ground level.
The past year in Pipe Technologies
Segment results came to DKK 37 million before interest or 2.3% of revenue. Results fell short of expectations. Revenue increased by 30% to DKK 1,584 million. The Danish operations reported a revenue decline of 5% to DKK 402 million, while the foreign operations reported a revenue increase of 48% to DKK 1,182 million
Results fell short of expectations at the beginning of the financial year.
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In Denmark, the level of activity of the public utility companies has decreased. This is a result of the utility companies' increased focus on investments in climate adaptation. The housing and industry segments performed below expectations, and a more focused prioritisation is under implementation.
Export projects within drinking water supply and wastewater performed below expectations at the beginning of the financial year. The projects primarily concern the primary markets in Russia, Ukraine and the Baltic States. The performance below expectations was due to the reduced level of activity caused by the market situation in the region.
Total results of the subsidiaries fell short of expectations at the beginning of the financial year. Revenue increased considerably due to the fact that Aarsleff is now the sole shareholder in the German No-Dig subsidiary.
A The performance of the fully integrated German subsidiary is in line with expectations. The development of the collaboration with the other companies of the Group is still in focus. The order intake and the volume of orders are good, despite the intense competition on the German market.
In Russia, the level of activity within pipe renewal activities continued to be high, and results were above expectations.
The results of the subsidiary in Sweden are in line with expectations at the beginning of the financial year. The company has a stable level of activity and earnings.
The results of the subsidiaries in Poland and Finland fell short of expectations at the beginning of the financial year, and capacity adjustments have been made.
There is an increasing level of activity on the new markets in Norway and the Netherlands.
The competitive situation within trenchless pipe renewal puts increased pressure on the margins. We continue our focus on product and method development with a view to increasing our competitiveness, and Pipe Technologies is continuously seeking new market opportunities.
At our production plant in Hasselager, we manufacture the materials used for pipe renewal. Also, Pipe Technologies' production engineering centre is based in Hasselager. The production engineering centre is the cornerstone of our development and sales support activities.
In the new financial year, we expect revenue on par with this financial year. Pipe Technologies expects a profit before interest of 4% of revenue. Long-term expectations to revenue development are 5 to 10% per year. Long-term earnings expectations are 6%.
BK:2.06 DK:3.28 D01120K Product and method development is still a focus area in Pipe Technologies, e.g. LED technology and other environmentally friendly CO2 reducing solutions with low energy consumption.
The past year in Piling
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Segment results came to DKK 71 million before interest or 5.4% of revenue. Results were slightly above expectations. Revenue increased by 21% to DKK 1,306 million. The Danish operations reported a revenue increase of 12% to DKK 503 million, and the foreign operations reported a revenue increase of 28% to DKK 803 million
The Piling segment consists of highly industrialised activities related to the system of precast concrete piles which is marketed in Denmark, Germany, Poland, Sweden and the UK. In addition, the segment contains related geotechnical services and an increasing number of project-based activities involving foundation work, carried out through integral collaboration with Construction.
The results of the activities in the parent company were above expectations, among other things as a result of high activity within infrastructure projects carried out in cooperation with Construction. Industrial pile foundation activities increased during the financial year.
Total results of the subsidiaries fell short of expectations at the beginning of the financial year, especially due to the performance of the companies in Sweden and the UK. The Polish subsidiary, however, has performed above expectations just as the German subsidiary where the capacity utilisation is high, primarily concerning foundation of onshore wind turbines.
In Sweden, adjustments have been made, the management has been strengthened, and the organisation is now in place.
In the UK, adjustments have also been made. Positive signs are seen, primarily in the housing market and the market for minor construction projects in general. Towards the end of the financial year, the activities were profitable.
In the course of the financial year, we have continued to incorporate the same standards, methods and equipment in the four pile factories in Denmark, the UK, Poland and Sweden.
The specialised section for geotechnical drillings saw a high level of activity during the financial year.
In the new financial year, we expect an increasing level of activity and a profit before interest of around 5.5% of revenue. Long-term expectations to revenue development are 5 to 10% per year. Long-term earnings expectations are 6%.
In Dresden, the church is building a day-care centre. Aarsleff's German subsidiary Centrum Pfähle GmbH carries out the pile foundation.
Information to shareholders
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 2014, it comprised 2,130,000 shares. The B shares are negotiable instruments issued to bearer, but can be registered in the name of the holder in the company's register of shareholders.
The A share holding consists of 135,000 shares and carry 10 times the voting rights compared to the B shares. The A shares are non-negotiable instruments.
Shareholders
All A shares are owned by the fund "Per og Lise Aarsleffs Fond".
The fund "Per and Lise Aarsleffs Fond" possesses 42% of the votes through Per Aarsleff A/S's A shares. The purpose of the fund is to ensure Per Aarsleff A/S's continued existence and development through possession of Per Aarsleff A/S's A share capital.
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 19 December 2014, 4,110 shareholders were registered, corresponding to approx. 88% 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 2014, the market capitalisation of the treasury shares was DKK 220 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 2014, the market capitalisation of the company shares was DKK 1,981 million.
Dividend
For the financial year 2013/2014, the proposed dividend per share is DKK 15.00.
Capitalisation and dividend policy
Please see the section Long-term financial targets on page 8.
Percentage of Shareholders at 19 December 2014 Number of shares capital % 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 18,179 0.80 0.56 Treasury shares 226,500 10.00
Stock exchange announcements
| 14 | October 2013 | Aarsleff to extend harbour at Lofoten in Norway |
|---|---|---|
| 25 | October 2013 | Aarsleff to extend the port of Beirut in Lebanon |
| 11 | December 2013 | Aarsleff to carry out electricity supply in Mozambique |
| 18 | December 2013 | Preliminary announcement of financial statements for the financial year 2012/2013 |
| 30 | January 2014 | Annual General Meeting of Per Aarsleff A/S |
| 5 | February 2014 | Aarsleff to build tunnels on the section between Copenhagen and Ringsted |
| 28 | February 2014 | Interim report for the period 1 October-31 December 2013 |
| 28 May 2014 | Interim report for the period 1 October 2013-31 March 2014 | |
| 25 | June 2014 | Wicotec Kirkebjerg A/S nominated for a DKK 900 million contract for Psychiatric Center in Skejby |
| 11 | July 2014 | Aarsleff close to contract for large biogas plant |
| 22 | July 2014 | Aarsleff to construct workshop and storage facilities at Thule Air Base |
| 23 | July 2014 | Aarsleff to construct the shell structure for the Niels Bohr Building at the North Campus in Copenhagen |
| 28 | August 2014 | Interim report for the period 1 October 2013-30 June 2014 |
| 28 | October 2014 | Aarsleff wins project management contract in Ethiopia |
| 14 | November 2014 | Aarsleff adjusts the expectations to the annual results upwards |
| 4 | December 2014 | Aarsleff to build shell structure for Novo Nordisk A/S |
| 19 | December 2014 | Preliminary announcement of financial statements for the financial year 2013/2014 |
| Financial calendar |
Financial calendar
| 4 | February 2015 | Dividend paid to shareholders for the financial year 2013/2014 |
|---|---|---|
| 30 | January 2015 | Annual general meeting at the Group headquarters, Lokesvej 15, 8230 Aabyhoej, at 15:00 |
- February 2015 Preliminary announcement of financial statements for Q1 2014/2015
- May 2015 Preliminary announcement of financial statements for the first half of the financial year 2014/2015
- August 2015 Preliminary announcement of financial statements for Q3 2014/2015
- December 2015 Preliminary announcement of financial statements for the financial year 2014/2015
Corporate governance
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 are:
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- The company has not, contrary to recommendations, specified the remuneration to the individual members of the Executive Management, cf. the section on remuneration of the Board of Directors and the Executive Management.
- The terms of reference of the nomination committee are less comprehensive than recommended because Management is of the opinion that some of the recommended assignments are most appropriately taken care of directly by the Board of Directors. The deputy chairman of the Board of Directors is chairman of the nomination committee.
- We have set up specific targets for the proportion of women in the Board of Directors. We have prepared a policy to increase the proportion of women at other management levels. No specific targets in respect of this have been set up.
The below statement concerns the recommendations which were updated most recently in May 2013.
An outline of the company's approach to the individual recommendations is available at http://www.aarsleff.com/ corporategovernance20132014.
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 decisionmaking 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 18.
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.
The relationship to our stakeholders
Aarsleff wishes to be characterised as a highly respected, professional business partner. Aarsleff's mission, vision and values materialise in relation to our stakeholders, in the professionalism shown in the execution of our work and through the respect for our customers, colleagues within the business and our employees.
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 each 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 (International Labour Organization) 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 can be seen 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.
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 of the Aarsleff Group and deals with the overall management of the company.
During the course of the year, the Board of Directors has held a total of seven 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 Auditors' Act, an Audit Committee has been established consisting of three board members. The committee also functions as Nomination Committee and Remuneration Committee. During the course of the year, the committee has held 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 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. In addition, two board members are elected by the staff for a four-year term.
The Board of Directors' work, results and composition are evaluated once a year. The evaluation is conducted by the Chairman of the Board by interviews of the individual board members. The result has been discussed in the entire board.
The Board of Directors believes that the number of members of the Board is appropriate, and that the appropriate composition of essential qualifications in the Board is ensured. The competencies comprise e.g. experience with management of large international companies (Andreas Lundby), including listed companies (Jens Bjerg Sørensen and Peter Arndrup Poulsen), legal insight (Carsten Fode), financial insight (Jens Bjerg Sørensen) and industry insight (Rikke Gulddal Christensen 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 qualifications so that the Board can continue to carry out its work in the best possible way. We have set up specific targets for the proportion of women in the Board of Directors, cf. Corporate Social Responsibility on page 26.
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 and the Executive Management. 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 and the Executive Management.
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 30. The Chairman and the Deputy Chairman do not receive separate remuneration for sitting on the Audit Committee. An ordinary member receives DKK 80,000 as remuneration for sitting on the Audit Committee.
On page 30, the shareholding of each board member is stated as well as the total shareholding of the Executive Management.
Contrary to recommendations, the company has not 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 a 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.
In consideration of the size of the Group, the Group has decided not to establish an internal audit. The Group's internal control and risk management systems are instead reviewed regularly by controllers in the parent company's financial function.
Commercial risk assessment
Commercial risks
22
The Group's activities involve a number of risks that may affect the operation and financial position of the Group.
Within our specialist fields, we execute a number of routine jobs involving a large degree of repetition. One of the effects of the repetition is the possibility to control and reduce errors and risks. A systematic work is carried out to identify and remove sources of error, and the repetition provides an opportunity to monitor, control and inspect the work.
We often enter into joint venture agreements on major one-off projects, allowing us to harmonise the organisational capacity and reduce the impacts of unsuccessful projects. To the extent possible, we collaborate with trusted business 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 already when initiating the design. In some instances, this form of collaboration leads to partnering contracts and in other instances to design and construct contracts. We actively participate in this development process.
Financial risks
The Aarsleff Group has performed a considerable amount of work abroad in recent years. This entails exposure to a number of financial risks concerning both profit and balance sheet. The risks are monitored and controlled centrally in 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.
Interest rate risks
At the end of September 2014, the Group's interest-bearing debt and interest-bearing assets amounted to a net debt of approx. DKK 210 million. 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, NOK as well as in EUR, USD, RUB, PLN and GBP.
Credit risks
A significant part of the Group's customers comprise public or semi-public clients in respect of whom the exposure to financial losses is minimal. The Group's receivables from the sale to other customers have been exposed 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.
Liquidity and borrowing risks
It is the policy of the Group to have a significant cash reserve. The Group's stable and good solvency entails a high creditworthiness which is reflected in appropriate credit facilities and loan commitments, short-term as well as long-term.
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 in financial reporting
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 and 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 based on the internationally recognised COSO framework.
Control environment
24
The Board of Directors has appointed an Audit Committee whose primary purpose is to assist the Board of Directors in monitoring financial reporting and the adequacy of Aarsleff's internal control 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 communication, treasury and finance policy as well 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.
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Risk assessment
An annual risk analysis is prepared with a view to assessing key risks in the financial reporting process, including a separate assessment of the risk of material misstatement of the consolidated financial statements 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 ensure and maintain a uniform level of 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 as needed 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 always 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.
D01010K
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26
ø800bt-23.7\$ D
Monitoring
23
25
Aarsleff uses a comprehensive management control system to monitor the company's results which makes it possible at an early stage to detect and correct any errors and irregularities in financial reporting, including disclosed weaknesses in internal controls, lack of compliance with procedures and policies etc.
D4502XP BK:1.97 Compliance with accounting policies is currently monitored at group level and other operating levels by financial 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 any 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
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Statutory account of corporate social responsibility
26
Aarsleff wishes to operate a responsible and sound business in order to create job satisfaction, growth, results and progress in accordance with the stakeholders' expectations. We are aware that we are an integrated part of society, and we wish to always comply with current norms, requirements, rules and legislation, regardless of where in the world we operate. We respect our surroundings, and we wish to contribute to ongoing efficiency improvements of our solutions. We work in accordance with the values of the Aarsleff Group which are the fundamental principles of all our activities and actions.
In our opinion, our efforts within corporate social responsibility have provided good results.
Aarsleff's Code of Conduct applies to all the companies of the Group
Aarsleff's Code of Conduct, available at www.aarsleff.com, is the overall, ethical set of rules applying to the Group's activities and comprises among other things:
- Environmental responsibility when we produce and contribute to environmental improvements.
- Contributions to establishment of sustainable energy solutions and climate adaptation.
- Requirements to comply with the internationally recognised human rights, including ethical rules concerning child labour.
- Requirements to provide a safe and healthy working environment.
- A basic requirement that we always operate within the framework of the law and international conventions.
- That we always act in accordance with current competition laws, and that we do not give or accept bribery in any form.
- That we have the same requirements as described in Code of Conduct to our business partners and suppliers, as a minimum.
Aarsleff is thus aware that the company's activities are carried out with respect for basic human rights, applying to employees and suppliers. Requirements to comply with human rights and the prohibition of child labour form part of our decision to submit tenders and must be complied with during the implementation of our activities.
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The Code of Conduct is further supported by the policies and guidelines of Per Aarsleff A/S, e.g.:
- The values of the Aarsleff Group which were prepared and revised in the financial year and communicated in a new form at the end of 2014
- Investor relations policy
- Handling of inside information
- Anti-corruption policy
- Guidelines on compliance with competition law
- Sponsorship, contributions and donations for charity.
To ensure a continuous development of our corporate social responsibility, we wish to focus on the below-mentioned areas in future years based on the overall policies and targets mentioned above.
Environmental improvements, applying to Per Aarsleff A/S
We wish to support society's interest for environmental improvements, e.g. by reducing energy consumption through the use of environmentally friendly methods and materials.
A In the financial year, we have commenced the work on models of calculation for CO2 savings potential by choosing alternatives within materials, methods, procedures and equipment in connection with the execution of sewer work. The first versions of the operational calculation models are now available and used for trenchless sewer renewal in Pipe Technologies and for traditional sewer work in Construction. The models are expected to be further developed in the future financial year by calculations on specific projects in collaboration with customers.
ø800bt-24.6\$ Pipe Technologies has chosen to replace the generators with lithium batteries in all new CCTV vehicles. In addition to saving fuel for the operation of the generator, the noise has disappeared. In the financial year, Pipe Technologies has installed lithium batteries in two CCTV vehicles and two installation units and by the end of the financial year, Pipe Technologies has a total of seven units with minimum energy consumption. In the financial year, we have installed solar cells on two site huts on a test basis.
Construction has planned that all its drivers of vans and passenger cars must complete a course in eco-friendly driving. This is done with a view to reducing fuel consumption and the consequent CO2 impact. Construction has also decided to become certified in accordance with DS/EN ISO 14001:2004. The aim is to become environmentally certified by the end of 2016.
MDK: BK:1.97 The policy "Summary of quality, environmental and occupational health and safety management" supports our work with this issue.
A In our opinion, our efforts within environmental improvements have provided good results, and we will continue our activities.
Climate adaptations, applying to Per Aarsleff A/S
A One of our most important focus areas is to continue developing our products and infrastructure projects to mitigate the negative effects of long-term environmental impacts, e.g. within wastewater handling and coastal and harbour protection.
We want to be an active co-player when projects of benefit to the environment are carried out. An example of this is a South Jutland-based biogas plant which will become the largest in Northern Europe. In collaboration with the customer and the customer's consultant, the project is commenced by a design phase which is expected to be followed by a contract for execution. The plant is constructed for optimum utilisation of raw materials. The energy extraction rate will be high, and the residual product is odour-free and can be spread directly on the fields. The Aarsleff Group has the expertise for the entire building process, from site development to the installation of process equipment.
27
In our opinion, the implementation of a number of projects has contributed to sustainable climate adaptation solutions, and we will continue our activities.
DK:3.32 BK:1.44 A Development of knowledge in interaction with the outside world, applying to Per Aarsleff A/S
ø800bt-23.7\$ Dkanal 3200x1700 Development of new, simple and more cost-efficient solutions – preferably in collaboration with our customers – is also one of our focus areas. Increased knowledge sharing with our customers takes place through long-term working relationships resulting in joint development of know-how. In collaboration with our customers, we focus on method development, appropriate plans for execution and specific customer preferences to solutions.
The framework agreement on No-Dig renewal with the utility company Aarhus Water is an example of development of knowledge in interaction with the outside world. There is a close collaboration between Pipe Technologies and the client on the project. At semi-annual workshops, we analyse the energy consumption and plan the execution of the work in consideration of the CO2 targets. Together with Aarhus Water, we have set a target to reduce the CO2 emission by 10% before 2015. The framework agreement runs from 2010 to 2015 which means that we must save an average of 25 tons of CO2 per year. In collaboration with Aarhus Water, Pipe Technologies has launched different initiatives relating to the planning of the assignments and methods for execution. In the calendar year 2013, we saved 38 tons of CO2.
Another example is a project in Brøndby where we carried out a rainwater reservoir extension. From the beginning, the customer planned to carry out the extension in the same way as the former rainwater reservoir, i.e. by a traditional construction of subbase gravel and base course gravel with drainage and well with pumps for water drainage. However, during the planning and design phase, we suggested other solutions to the customer. One of them was to establish the bottom of the reservoir by means of the lime stabilisation method. This meant that drainage and pumps could be left out of the project and thus also the future maintenance of these. It turned out that there was 5,000 tons of contaminated soil of class 2 and 3 in the area which we were able to incorporate on site. As a result, we avoided the environmental impact involved in the transportation of the soil for deposit. During the project, we exchanged knowledge with the client, the consultant and the collaboration partners. The construction work was carried out in half the time which meant that the reservoir was taken into use six months earlier than planned.
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In our opinion, a number of cooperative relationships with customers have contributed to the development of new, simple, improved and more cost-efficient solutions. The activities continue.
Training, applying to Per Aarsleff A/S
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We believe that one of our social responsibilities is to train young people: apprentices and trainees as well as skilled building operatives and engineers. We wish to develop our collaboration with the educational institutions by increasing the number of traineeships and internships.
Our training responsibility also comprises special training of unskilled workers. This involves holding targeted, internal courses, primarily within the industrialised fields of activities, e.g. Pipe Technologies. As a specialised contractor within the civil engineering business, we find this special training just as important as the apprenticeships, seen from a social perspective.
During the financial year, we have had 65 apprentices and 32 trainees. 55 workers were enrolled in internal, special training for unskilled workers in Pipe Technologies.
We have set up targets for the number of employees from the following three employee groups which are being trained in the company:
• Apprentices 10%. Our basis is this financial year with an average of 65 apprentices. This corresponds to 7% of the hourly paid employees.
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- Trainees 5%. Our basis is this financial year with an average of 32 trainees. This corresponds to 4% of the salaried employees.
- Internal, special training of unskilled workers 6%. Our basis is this financial year with an average of 55 unskilled workers enrolled in internal, special training. This corresponds to 6% of the hourly paid employees, meaning that we have reached the desired level which must be maintained.
In our opinion, we have obtained good results, and we will launch plans of action to achieve and maintain the targets.
The policies "Policy for apprentices" and "Policy for trainees" support our work with the above.
Staff conditions, working environment and safety, applying to Per Aarsleff A/S
Aarsleff is certified according to OHSAS 18001. We wish that our working environment is characterised by the following: we are the best in the business within occupational health and safety, and a safe working environment has a higher priority than reasons of economy.
In continuation of our occupational health and safety strategy which was implemented at the beginning of the year, we have launched an internal campaign. Among other things, the campaign comprises a training plan which ensures that all employees at all levels of the company will be trained in occupational health and safety. In this current financial year, we have carried out the following courses with the mentioned number of participants:
- Introduction to health and safety: 345 employees, primarily hourly paid employees
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A • Health and safety for foremen: 52 employees
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Health and safety for OHS site representatives: 37 employees
- Health and safety for managers (in the production as well as in the office area): 135 employees.
MDK: BK:1.97 As it appears from the graph on this page, we are well underway with our occupational health and safety targets in so far as concerns the accident rate. The number of reported near-miss incidents is increasing; we consider this a positive sign, because it allows us to prevent accidents. Our sickness absence rate, which is exclusive of sickness absence for employees subject to a statutory Danish agreement on refunding of sickness benefits in connection with prolonged or chronic diseases etc., absence due to accidents, child's first day of illness and maternity leave, is satisfactorily low and below our target of 2.5%. In this current financial year, the figure was 2.1%. We wish to maintain a low sickness absence, so we will continue having focus on this parameter.
A Management training and targets for the underrepresented gender, applying to Per Aarsleff A/S Aarsleff's target is to continuously develop and strengthen all management levels of the company. Internal courses of development are carried out for current and prospective managers and combined with ongoing strengthening through recruitment. During the past financial year, 30 managers have carried out the internal management development course.
We have set up targets for the underrepresented gender in top management. For the other management levels, we have formulated a policy with the purpose of increasing the number of women in leadership positions.
DK:3.32 BK:1.44 ø800bt-24.6\$ ø800bt-23.7\$ DOur goal is that by 2017, the share of women in the board of directors of Per Aarsleff A/S is to constitute 25% of the shareholder-elected members. The goal is based on four shareholder-elected members, alternatively 20% if it is five members. We will always ensure that the requirements to qualifications for board members are the same, regardless of gender, and that board members are elected on the basis of the qualifications required. The share of the underrepresented gender in the board of directors is 0% at 30 September 2014.
We have formulated a policy for the other management levels in Per Aarsleff A/S with a view to increasing the share of the underrepresented gender. In the financial year, we have employed five new managers at the other management levels; one is a woman. All of them are employed in accordance with criteria in Aarsleff's policy to increase the share of the underrepresented gender. The employments have not significantly changed the gender composition in the company's other management levels. The policy is that we wish to have an open and unbiased culture that allows the individual employee to use his/her qualifications in the best possible way, regardless of gender. The purpose of this policy is to contribute to increasing the total potential for female managers in the business. Per Aarsleff A/S operates in a male-dominated business culture. This is significantly reflected in the number of male and female employees at all levels of the organisation.
ACCIDENT RATE PER MILLION WORKING HOURS, ALL EMPLOYEES Based on reports at 31 December 2014
MBK:2.96 A Executive Management and Board of Directors
Executive Management
30
Ebbe Malte Iversen, 63 years General Manager BSc (Engineering) Managerial positions: The Danish Construction Association, export section (Chairman) Danish Project Export Network (Chairman) egetæpper a/s (Chairman) DHI (Deputy Chairman)
Lars M. Carlsen, 53 years
Deputy General Manager BSc (Engineering) Managerial positions: Member of the Board of Directors of the Danish Construction Association
Executive Management's total number of shares in the company held at 19 December 2014: 9,941 (at 18 December 2013: 9,941).
Board of Directors
Andreas Lundby, 64 years, Chairman of the Board of Directors Member of Per Aarsleff A/S's Audit Committee
BSc (Economics and Business Administration), Diploma in Business Administration Joined the Board of Directors in 2009, considered an independent member. Current board remuneration: DKK 600,000. Total number of shares in the company held at 19 December 2014: 875 (at 18 December 2013: 875).
Managerial positions:
4-Tune Invest ApS (General Manager)
Arla Foods Ingredients S.A., Argentina, joint venture (Deputy Chairman) Biolac GmbH & Co. KG, Germany
Jens Bjerg Sørensen, 57 years, Deputy Chairman
Chairman of Per Aarsleff A/S's Audit Committee Business graduate, Diploma in Business Administration (marketing economics), Insead IEP
Joined the Board of Directors in 2014, considered an independent member. Current board remuneration: DKK 400,000.
Total number of shares in the company held at 19 December 2014: 0.
Managerial positions: Aktieselskabet Schouw & Co. (General Manager)
Aida A/S Alba Ejendomme A/S (Chairman)
BioMar Group A/S (Chairman)
Dansk Supermarked A/S (Deputy Chairman)
Dovista A/S (Chairman)
F. Salling Holding A/S F. Salling Invest A/S
F.M.J. A/S
Fibertex Nonwovens A/S (Deputy Chairman) Fibertex Personal Care A/S (Deputy Chairman) Fonden bag udstilling af skulpturer ved Aarhusbugten Fonden Aarhus 2017
Hydra-Grene A/S (Chairman)
Incuba Invest A/S
Jens Bjerg Sørensen Datterholding 1 ApS (General Manager) Jens Bjerg Sørensen Holding ApS (General Manager) Kramp Groep B.V.
Købmand Herman Sallings Fond (Chairman) Niels Bohrs Vej A/S Saltebakken 29 ApS (General Manager)
Schouw & Co. Finans A/S (General Manager) Xergi A/S (Deputy Chairman)
Carsten Fode, 65 years
Lawyer, Master of Law, LL.M. Harvard Law School Joined the Board of Directors in 1992, cannot be considered an independent member due to his connection to the company's law firm and his membership of the Board of Directors for more than 12 years.
Current board remuneration: DKK 200,000. Total number of shares in the company held at 19 December 2014: 1,000 (at 18 December 2013: 1,000).
Managerial positions:
D01120K A Kromann Reumert (partner)
A
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A/S 48 ARoS Aarhus Art Museum (Chairman) AVK Holding A/S (Chairman) B4Restore A/S (Chairman)
Carl Hansen & Søn Møbelfabrik A/S
Chris-Invest A/S
CICO Invest A/S Dansk Bygningsanalyse A/S Emballagegruppen A/S
ø800bt-24.6\$ Good Food Group A/S Silentor A/S (Chairman)
Peter Arndrup Poulsen, 52 years Member of Per Aarsleff A/S's Audit Committee
Master of Forestry
ø800bt-23.7\$ DJoined the Board of Directors in 2010, considered an independent member.
Current board remuneration: DKK 280,000, of which DKK 80,000 constitutes Audit Committee remuneration. Total number of shares in the company held at 19 December 2014: 285 (at 18 December 2013: 285). Managerial positions:
From the left:
Grundfos A/S
A Jens Bjerg Sørensen, Peter Arndrup Poulsen, Ebbe Malte Iversen, Andreas Lundby, Carsten Fode, Lars M. Carlsen, Søren Kristensen and Rikke Gulddal Christensen.
Rikke Gulddal Christensen, 43 years, Staff-elected
MSc (Civil Engineering), Diploma in Business Administration Joined the Board of Directors in 2012, cannot be considered an independent member due to employment in the company. Current board remuneration: DKK 200,000.
Total number of shares in the company held at 19 December 2014: 46 (at 18 December 2013: 46). No external managerial positions.
Søren Kristensen, 54 years, Staff-elected Plant driver
Joined the Board of Directors in 2008, cannot be considered an independent member due to employment in the company. Current board remuneration: DKK 200,000.
Total number of shares in the company held at 19 December 2014: 20 (at 18 December 2013: 20).
No external managerial positions.
M a n a g e m e n t ' s s t a t e m e n t a n d independent auditor's report
Management's statement
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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 2013 - 30 September 2014.
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 Statement 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 disclosure requirements for listed companies.
In our opinion, the Consolidated Financial Statements and the Financial Statements give a true and fair view of the financial position at 30 September 2014 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 2013 - 30 September 2014.
In our opinion, Management's review includes a true and fair account of the development in the operations and financial circumstances of the Group, 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, 19 December 2014
Executive Management
Ebbe Malte Iversen Lars M. Carlsen General Manager
Board of Directors
Andreas Lundby Jens Bjerg Sørensen Carsten Fode
Chairman of the Board Deputy Chairman
Peter Arndrup Poulsen Rikke Gulddal Søren Kristensen Christensen Staff-elected Staff-elected
Independent Auditor's Report
To the Shareholders of Per Aarsleff A/S Report on Consolidated Financial Statements and Parent Company Financial Statements
We have audited the Consolidated Financial Statements and the Parent Company Financial Statements of Per Aarsleff A/S for the financial year 1 October 2013 to 30 September 2014, which comprise income statement, balance sheet, statement of changes in equity and notes, including summary of significant accounting policies, for both the Group and the Parent Company, as well as statement of comprehensive income and cash flow statements for the Group. The Consolidated Financial Statements are prepared in accordance with International Financial Reporting Standards as adopted by the EU, and the Parent Company Financial Statements are prepared under the Danish Financial Statements Act. Moreover, the Consolidated Financial Statements and the Parent Company Financial Statements are prepared in accordance with Danish disclosure requirements for listed companies.
Management's Responsibility for the Consolidated Financial Statements and the Parent Company Financial Statements
Management is responsible for the preparation of Consolidated Financial Statements that give a true and fair view in accordance with International Financial Reporting Standards as adopted by the EU and Danish disclosure requirements for listed companies and for preparing Parent Company Financial Statements that give a true and fair view in accordance with the Danish Financial Statements Act and Danish disclosure requirements for listed companies, and for such internal control as Management determines is necessary to enable the preparation of Consolidated Financial Statements and Parent Company Financial Statements that are free from material misstatement, whether due to fraud or error.
Auditor's Responsibility
Our responsibility is to express an opinion on the Consolidated Financial Statements and the Parent Company Financial Statements based on our audit. We conducted our audit in accordance with International Standards on Auditing and additional requirements under Danish audit regulation. This requires that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the Consolidated Financial Statements and the Parent Company Financial Statements are free from material misstatement.
Management's statement and independent auditor's report
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the Consolidated Financial Statements and the Parent Company 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 Parent Company Financial Statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation of Consolidated Financial Statements and Parent Company Financial Statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the 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 Parent Company Financial Statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. The audit has not resulted in any qualification.
Opinion
In our opinion, the Consolidated Financial Statements give a true and fair view of the Group's financial position at 30 September 2014 and of the results of the Group's operations and cash flows for the financial year 1 October 2013 to 30 September 2014 in accordance with International Financial Reporting Standards as adopted by the EU and Danish disclosure requirements for listed companies.
Moreover, in our opinion, the Parent Company Financial Statements give a true and fair view of the Parent Company's financial position at 30 September 2014 and of the results of the Parent Company's operations for the financial year 1 October 2013 - 30 September 2014 in accordance with the Danish Financial Statements Act and 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 of the Consolidated Financial Statements and the Parent Company Financial Statements. On this basis, in our opinion, the information provided in Management's Review is consistent with the Consolidated Financial Statements and the Parent Company Financial Statements.
Aarhus, 19 December 2014
PricewaterhouseCoopers
Statsautoriseret Revisionspartnerselskab
Claus Lindholm Jacobsen Michael Nielsson State Authorised State Authorised Public Accountant Public Accountant
The railway section across the Great Belt is maintained by Aarsleff Rail A/S. The contract comprises a round-theclock emergency stand-by and is valid for three years.
Using precast concrete units, Aarsleff carries out the pile-supported bridge deck for the new Värtahamnen in Port of Stockholm.
Copenhagen Towers in Ørestad where Aarsleff is carrying out the shell structure contract for the 22-storey office tower.
Financial review
42
The consolidated financial statements of Per Aarsleff A/S for 2013/2014 are 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 for 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 have been prepared in accordance with the provisions of the Danish Financial Statements Act.
Income statement
Consolidated revenue for 2013/2014 increased by DKK 1,146 million or 16% from DKK 7,376 million to DKK 8,522 million.
Revenue from our Danish operations increased by DKK 773 million or 16% from DKK 4,899 million to DKK 5,672 million. Work performed abroad increased by DKK 373 million or 15% from DKK 2,477 million to DKK 2,850 million.
Production costs, which comprise direct production costs and other production costs as well as depreciation on plant and profit from the sale of non-current assets, increased from DKK 6,581 million to DKK 7,487 million or by DKK 906 million, corresponding to 14%. The gross profit increased by DKK 241 million, corresponding to an increase of 30% compared with last financial year.
Administrative expenses and selling costs increased from DKK 581 million to DKK 684 million or by DKK 103 million, corresponding to 18%.
Operating profit came to DKK 350.5 million against DKK 213.4 million last financial year or an increase of DKK 137.1 million.
Share of profit after tax in associates increased from DKK 0.1 million last financial year to DKK 0.5 million this year.
Financial income came to DKK 3.4 million this year against DKK 4.6 million last year. Financial expenses amounted to DKK 24.7 million against DKK 21.2 million last year.
Profit before tax came to DKK 329.7 million against DKK 196.9 million last financial year.
Tax on profit for the year amounted to DKK 75.1 million, corresponding to a tax rate of 22.8%. Tax for the year consists of a current tax expense of DKK 23.3 million and an adjustment of deferred taxes and tax assets of DKK 51.8 million. The tax rate is affected by a changed assessment of deferred tax as well as negative foreign income. In some loss-making companies abroad, a tax asset has been recognised. 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 254.6 million after tax against DKK 149.9 million last year.
Balance sheet
The consolidated balance sheet total came to DKK 4,971 million as at 30 September 2014. This corresponds to an increase of DKK 434 million compared to the balance sheet total of DKK 4,537 million at the end of last financial year.
Receivables increased by DKK 467 million. Cash decreased by DKK 29 million.
Consolidated interest-bearing liabilities less interest-bearing assets constituted a net debt of DKK 210 million against a net debt of DKK 507 million at 30 September 2013.
Equity amounted to DKK 1,952 million at 30 September 2014 against DKK 1,724 million at the end of the previous financial year.
| Equity, DKK million | 2013/2014 | 2012/2013 |
|---|---|---|
| Equity at the beginning of the year | 1,724 | 1,594 |
| Dividend paid | -20 | -20 |
| Exchange rate adjustments of | ||
| investments in foreign subsidiaries | ||
| and associates | -8 | -13 |
| Exchange rate adjustments of | ||
| derivative financial instruments | 7 | 4 |
| Transferred from profit for the year | 255 | 149 |
| Tax on changes in equity | -2 | -1 |
| Minority interest | -4 | 11 |
| Equity at year end | 1,952 | 1,724 |
Cash flow statement
Cash flows from operating activities amounted to DKK 612 million, against DKK 41 million last financial year or an increase of DKK 571 million.
Cash flows from investing activities were negative at DKK 256 million against a negative DKK 370 million last year.
Cash flows from financing activities were negative at DKK 30 million against a negative DKK 24 million last financial year.
Consequently, liquidity has increased by DKK 326 million in the period.
Consolidated financial statements
| Table of contents | ||
|---|---|---|
| Income statement | 44 | |
| Statement of comprehensive income | 45 | |
| Balance sheet | 46 | |
| Cash flow statement | 48 | |
| Statement of changes in equity | 49 | |
| Notes to the consolidated financial statements | ||
| 1 | Accounting policies | 50 |
| 2 | Accounting estimates and assessments | 57 |
| 3 | New accounting standards and interpretations | 58 |
| 4 | Segment information | 60 |
| 5 | Revenue | 61 |
| 6 | Depreciation, amortisation and impairment losses | 61 |
| 7 | Staff costs | 61 |
| 8 | Remuneration to auditors appointed by the Annual General Meeting | 62 |
| 9 | Other operating income and expenses | 62 |
| 10 | Financial income and expenses | 62 |
| 11 | Corporation tax | 63 |
| 12 | Earnings per share | 64 |
| 13 | Intangible assets and property, plant and equipment | 65 |
| 14 | Investments in associates | 66 |
| 15 | Inventories | 67 |
| 16 | Work in progress | 67 |
| 17 | Contracting debtors | 67 |
| 18 | Equity | 68 |
| 19 | Provisions | 68 |
| 20 | Credit, interest rate and currency risks and use of financial instruments | 69 |
| 21 | Contingent liabilities and other financial obligations | 74 |
| 22 | Related party transactions | 75 |
| 23 | Other adjustments – Cash flow statement | 76 |
| 24 | Change in working capital – Cash flow statement | 76 |
| 25 | Liquidity | 76 |
| 26 | Highlights for the Group, EUR | 77 |
Companies in the Aarsleff Group 78
Page
Income statement
1/10-30/9 Group
| Note | tDKK | 2013/2014 | 2012/2013 |
|---|---|---|---|
| 5 | Revenue | 8,522,363 | 7,375,888 |
| 6, 7 | Production costs | -7,487,192 | -6,581,223 |
| Gross profit | 1,035,171 | 794,665 | |
| 6, 7, 8 | Administrative expenses and selling costs | -684,243 | -581,376 |
| 6, 9 | Other operating income and expenses | -446 | 110 |
| Operating profit | 350,482 | 213,399 | |
| 14 | Profit in associates | 469 | 78 |
| Profit before interest | 350,951 | 213,477 | |
| 10 | Financial income | 3,393 | 4,622 |
| 10 | Financial expenses | -24,666 | -21,153 |
| Profit before tax | 329,678 | 196,946 | |
| 11 | Tax on profit for the year | -75,069 | -47,054 |
| Profit for the year | 254,609 | 149,892 | |
| Profit for the year accrues to: | |||
| Shareholders in Per Aarsleff A/S | 254,108 | 149,202 | |
| Minority shareholders | 501 | 690 | |
| Total | 254,609 | 149,892 | |
| 12 | Earnings per share (DKK) | ||
| Earnings per share | 124.6 | 73.2 | |
| Earnings per share, diluted | 124.6 | 73.2 |
Statement of comprehensive income
1/10-30/9 Group
| Note | tDKK | 2013/2014 | 2012/2013 |
|---|---|---|---|
| Profit for the year | 254,609 | 149,892 | |
| Items which may be reclassified to the income statement | |||
| Exchange rate adjustments relating to foreign entities | -7,981 | -12,386 | |
| Fair value adjustments of derivative financial instruments, net | 7,511 | 4,174 | |
| 11 | Tax on other comprehensive income | -1,840 | -1,042 |
| Other comprehensive income | -2,310 | -9,254 | |
| Total comprehensive income | 252,299 | 140,638 | |
| Total comprehensive income accrues to: | |||
| Shareholders of Per Aarsleff A/S | 251,798 | 139,948 | |
| Minority shareholders | 501 | 690 | |
| Total | 252,299 | 140,638 |
Balance sheet
Assets group
| Note | tDKK | 30/9 2014 | 30/9 2013 |
|---|---|---|---|
| Goodwill | 147,349 | 147,349 | |
| Patents and other intangible assets | 17,631 | 23,780 | |
| 13 | Intangible assets | 164,980 | 171,129 |
| Land and buildings | 540,971 | 551,090 | |
| Plant and machinery | 916,614 | 905,636 | |
| Other fixtures and fittings, tools and equipment | 69,158 | 63,956 | |
| Property, plant and equipment in progress | 26,981 | 28,806 | |
| 13 | Property, plant and equipment | 1,553,724 | 1,549,488 |
| 14 | Investments in associates | 14,642 | 16,675 |
| 11 | Deferred tax | 3,767 | 1,460 |
| Other non-current assets | 18,409 | 18,135 | |
| Non-current assets | 1,737,113 | 1,738,752 | |
| 15 | Inventories | 199,256 | 200,879 |
| 17 | Contracting debtors | 2,047,789 | 1,701,766 |
| 16 | Work in progress Receivables from associates |
537,437 8,030 |
449,319 12,479 |
| Other receivables | 84,979 | 48,204 | |
| Corporation tax receivable | 13,779 | 18,199 | |
| Prepayments | 19,661 | 14,982 | |
| Receivables | 2,711,675 | 2,244,949 | |
| 25 | Cash | 322,903 | 352,039 |
| Current assets | 3,233,834 | 2,797,867 | |
| Total assets | 4,970,947 | 4,536,619 |
B a l a n c e s h e e t
Equity and liabilities group
| Note | tDKK | 30/9 2014 | 30/9 2013 |
|---|---|---|---|
| Share capital | 45,300 | 45,300 | |
| Reserve for exchange rate adjustments | -33,961 | -26,021 | |
| Hedging reserve | 4,517 | -1,154 | |
| Retained earnings | 1,894,893 | 1,672,536 | |
| Proposed dividend | 33,975 | 22,650 | |
| Equity, shareholders of Per Aarsleff A/S | 1,944,724 | 1,713,311 | |
| Minority interests' share of equity | 7,584 | 11,019 | |
| 18 | Equity | 1,952,308 | 1,724,330 |
| Mortgage debt | 187,820 | 191,150 | |
| Credit institutions | 11,160 | 17,345 | |
| 19 | Provisions | 52,910 | 15,961 |
| 11 | Deferred tax | 300,397 | 230,397 |
| Other debt | 37,410 | 31,195 | |
| Non-current liabilities | 589,697 | 486,048 | |
| Mortgage debt | 3,578 | 3,746 | |
| Credit institutions | 292,808 | 646,409 | |
| 16 | Work in progress | 512,037 | 295,693 |
| 19 | Provisions | 10,850 | 20,374 |
| Trade payables | 1,077,048 | 828,957 | |
| Payables to associates | 0 | 114 | |
| Corporation tax payable | 27,867 | 70,752 | |
| Other debt | 504,754 | 460,196 | |
| Current liabilities | 2,428,942 | 2,326,241 | |
| Total liabilities | 3,018,639 | 2,812,289 | |
| Total equity and liabilities | 4,970,947 | 4,536,619 |
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 currency risks and use of financial instruments
- 21 Contingent liabilities and other financial obligations
- 22 Related party transactions
- 26 Highlights for the Group, EUR
Cash flow statement
1/10-30/9 Group
| Note | tDKK | 2013/2014 | 2012/2013 |
|---|---|---|---|
| Cash flow from operating activities | |||
| Profit before interest | 350,952 | 213,477 | |
| Depreciation, amortisation and impairment losses | 277,936 | 274,241 | |
| 23 | Other adjustments | 5,056 | -73,095 |
| 24 | Change in working capital | 45,110 | -320,023 |
| Cash flow from operating activities before net financials and tax | 679,054 | 94,600 | |
| Interest received | 3,393 | 4,622 | |
| Interest paid | -22,642 | -22,479 | |
| Cash flow from ordinary activities | 659,805 | 76,743 | |
| Corporation tax paid | -47,682 | -35,794 | |
| Cash flow from operating activities | 612,123 | 40,949 | |
| Cash flow from investing activities | |||
| Investments in subsidiaries | 0 | -134,632 | |
| Investments in property, plant and equipment | -300,127 | -313,942 | |
| Investments in intangible assets | -2,175 | -797 | |
| Sale of property, plant and equipment | 43,800 | 72,526 | |
| Dividends from associates | 2,768 | 6,642 | |
| Cash flow from investing activities | -255,734 | -370,203 | |
| Cash flow from financing activities | |||
| Raising of non-current liabilities | 0 | 2,100 | |
| Repayment of non-current liabilities | -9,515 | -6,049 | |
| Dividend paid | -20,385 | -20,385 | |
| Cash flow from financing activities | -29,900 | -24,334 | |
| Change in liquidity for the year | 326,489 | -353,588 | |
| Opening liquidity | -294,370 | 57,892 | |
| Exchange rate adjustment of opening liquidity | -2,024 | 1,326 | |
| Change in liquidity for the year | 326,489 | -353,588 | |
| 25 | Closing liquidity | 30,095 | -294,370 |
Statement of changes in equity
| tDKK | Share capital |
Reserve for exchange rate adjust ments |
Hedging reserve |
Retained earnings |
Proposed dividend |
Shareholders, Per Aarsleff A/S, total |
Minority share holders |
Total |
|---|---|---|---|---|---|---|---|---|
| Equity at 1 October 2012 | 45,300 | -13,629 | -4,286 | 1,543,713 | 22,650 | 1,593,748 | 0 | 1,593,748 |
| Total comprehensive income | ||||||||
| Profit for the year | 126,552 | 22,650 | 149,202 | 690 | 149,892 | |||
| Other total comprehensive income | ||||||||
| Exchange rate adjustments of foreign | ||||||||
| companies | -12,392 | 6 | -12,386 | -12,386 | ||||
| Reversal of fair value adjustments of | ||||||||
| derivative financial instruments, | ||||||||
| transferred to the income statement | 1,764 | 1,764 | 1,764 | |||||
| Tax on derivative financial instruments | -441 | -441 | -441 | |||||
| Fair value adjustments of derivative | ||||||||
| financial instruments | 2,410 | 2,410 | 2,410 | |||||
| Tax on derivative financial instruments | -601 | -601 | -601 | |||||
| Other total comprehensive income | 0 | -12,392 | 3,132 | 6 | 0 | -9,254 | 0 | -9,254 |
| Total comprehensive income | 0 | -12,392 | 3,132 | 126,558 | 22,650 | 139,948 | 690 | 140,638 |
| Transactions with owners | ||||||||
| Acquired minority interests | 10,329 | 10,329 | ||||||
| Dividend paid | -22,650 | -22,650 | -22,650 | |||||
| Dividend, treasury shares | 2,265 | 2,265 | 2,265 | |||||
| -10,056 | ||||||||
| Total transactions with owners | 0 | 0 | 0 | 2,265 | -22,650 | -20,385 | 10,329 | |
| Equity at 30 September 2013 | 45,300 | -26,021 | -1,154 | 1,672,536 | 22,650 | 1,713,311 | 11,019 | 1,724,330 |
| Total comprehensive income | ||||||||
| Profit for the year | 220,133 | 33,975 | 254,108 | 501 | 254,609 | |||
| Other total comprehensive income | ||||||||
| Exchange rate adjustments of foreign | ||||||||
| companies | -7,940 | -41 | -7,981 | -7,981 | ||||
| Reversal of fair value adjustments of | ||||||||
| derivative financial instruments, | ||||||||
| transferred to the income statement | 1,243 | 1,243 | 1,243 | |||||
| Tax on derivative financial instruments | -311 | -311 | -311 | |||||
| Fair value adjustments of derivative | ||||||||
| financial instruments | 6,268 | 6,268 | 6,268 | |||||
| Tax on derivative financial instruments | -1,529 | -1,529 | -1,529 | |||||
| Other total comprehensive income | 0 | -7,940 | 5,671 | -41 | 0 | -2,310 | 0 | -2,310 |
| Total comprehensive income | 0 | -7,940 | 5,671 | 220,092 | 33,975 | 251,798 | 501 | 252,299 |
| Transactions with owners | ||||||||
| Dividend, minority shareholders | -3,936 | -3,936 | ||||||
| Dividend paid | -22,650 | -22,650 | -22,650 | |||||
| Dividend, treasury shares | 2,265 | 2,265 | 2,265 | |||||
| Total transactions with owners | 0 | 0 | 0 | 2,265 | -22,650 | -20,385 | -3,936 | -24,321 |
49
Group
A c c o u n t i n g p o l i c i e s
Group
Note
50
1 Accounting policies
Basis of accounting
The annual report of Per Aarsleff A/S for 2013/2014 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 of the Group's activities and the functional currency of 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 have 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 these 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. If part of the cost is conditional on future events or the fulfilment of agreed conditions, the part of the cost is recognised at fair value at the acquisition date. Costs related to business combinations are recognised directly in the income statement when these 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.
Note
1 Accounting policies (continued)
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.
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 in financial items, net in the income statement.
The balance sheets and goodwill of foreign consolidated enterprises are translated at the exchange rate at the balance sheet date while the income statements are translated at the exchange rate prevailing at the date of transaction. Exchange differences arising upon translation of the equity of foreign subsidiaries and associates at the beginning of the year at the exchange rates at the balance sheet date as well as at the translation of income statements from the exchange rates prevailing at the date of transaction to the exchange rates at the balance sheet date are taken directly to equity as a special translation reserve.
Derivative financial instruments
Derivative financial instruments are recognised in the balance sheet at fair value. Positive and negative fair values of derivative financial instruments are included in other receivables and other debt, respectively. Fair values are determined on the basis of market data as well as recognised 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 in other comprehensive income. At realisation of the hedged transaction, gains or losses concerning such hedging transactions are transferred from other comprehensive income 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.
Group
A c c o u n t i n g p o l i c i e s
Group
Note
52
1 Accounting policies (continued)
Segment income and expenses as well as segment assets and segment liabilities include the items that are directly attributable to the individual segment as well as items that can be allocated to the individual segments on a reliable basis.
Segment assets comprise non-current assets used directly for segment operations, including intangible assets, property, plant and equipment and investments in associates as well as current segment assets used directly for segment operations, including inventories, trade receivables, other receivables and prepayments.
Segment liabilities related to segments comprise liabilities derived from segment operations, including trade payables, provisions and other debt.
Transactions between segments are priced according to assessed market values.
Allocation of revenue to geographical areas is stated according to the geographical location of the customers. Information on the allocation of segment assets into geographical segments is stated according to the physical location of the assets and comprises subsidiaries and joint ventures abroad.
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 for the year which consists of current tax for the year and changes in deferred tax is recognised in profit for the year, other comprehensive income or 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.
Group
Note
1 Accounting policies (continued)
The carrying amount of goodwill is allocated to the cash generating units of the Group on the date of acquisition.
Patents and other intangible assets are measured at cost less accumulated amortisation and impairment losses. Amortisation is calculated on a straight-line basis over the period of the agreement or the useful life, if this is shorter, at present corresponding to 2-7 years. The basis of amortisation is reduced by impairment losses, if any.
Property, plant and equipment
Property, plant and equipment are measured at cost less accumulated depreciation and impairment losses. Cost comprises the cost of acquisition and expenses directly related to the acquisition up until the time when the asset is ready for use. In case of assets of own construction, cost comprises direct and indirect expenses for labour, materials, components and subsuppliers as well as borrowing costs from specific and general borrowing related to the construction of that asset.
Depreciation is calculated on a straight-line basis over the useful lives of the assets, which are:
| Production buildings | 20 years |
|---|---|
| Administration buildings | 50 years |
| Plant and machinery | 8-10 years |
| Other fixtures and fittings, tools and equipment | 5-10 years |
| Land is not depreciated. |
The basis of depreciation is determined in consideration of the residual value of the asset less any impairment losses. The residual value is determined at the time of acquisition and is reassessed on an annual basis.
Property, plant and equipment are 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 these 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 had been recognised.
Receivables from associates
Receivables under non-current assets held to maturity are measured at amortised cost less impairment losses.
A c c o u n t i n g p o l i c i e s
Group
Note
54
1 Accounting policies (continued)
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.
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 usually calculated as the relationship between costs incurred and the total expected costs on the individual work in progress.
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.
Construction contracts on which the selling price of the work performed exceeds invoicing on account and expected losses are recognised in receivables. Construction 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 these are incurred. Specific costs directly related to a contract are transferred to the construction contract when these 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 legal obligation or constructive 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.
1 Accounting policies (continued)
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.
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 interest 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.
Group
A c c o u n t i n g p o l i c i e s
Group
Note
56
1 Accounting policies (continued)
FINANCIAL RATIOS
Earnings per share and diluted earnings per share are calculated in accordance with IAS 33.
Other financial ratios have been prepared as stated below.
Definition of financial ratios
| Gross profit | ||
|---|---|---|
| Gross margin ratio | = | Revenue |
| Operating profit | ||
| Profit margin (EBIT margin) | = | Revenue |
| Net profit ratio (pre-tax margin) | = | Profit before tax |
| Revenue | ||
| Invested capital (IC) | = | Total equity, minority interests and net interest-bearing debt less investments in associates |
| Return on invested capital (ROIC) | Operating profit | |
| = | Average invested capital | |
| Operating profit after tax | ||
| Return on invested capital after tax | = | Average invested capital |
| Return on equity (ROE) | = | Profit for the year exclusive of minority shareholders |
| Average equity exclusive of minority interests | ||
| Equity interest | = | Equity, at year-end |
| Total liabilities and equity, at year-end | ||
| 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 |
Consolidated financial statements
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 22 of the Management's Review. The most significant accounting estimates in the annual report 2013/2014 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 current economic situation 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.
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 construction contracts. In such cases, the extent to which warranty commitments can be expected is specifically assessed.
Contingent liabilities and lawsuits
As part of the contracting business, Aarsleff may become a part in disputes and lawsuits. In such cases, the extent and the probability to which the cases will result in liabilities for Aarsleff are assessed. The assessments are based on available information and legal opinions from consultants. It can be difficult to estimate the final outcome which in the nature of things may deviate from Aarsleff's assessments.
Assessments as part of the applied accounting policies
In applying the Group's accounting policies, assessments as well as accounting estimates are made, which may have a material impact on the amounts recognised in the annual report. This applies to leases and joint venture agreements.
Leases
Aarsleff has entered into a number of leases, primarily concerning motorised equipment. The treatment for accounting purposes is subject to the classification of the individual lease. The leases are made on the usual market terms and are classified as operating leases, among other things because the lease term is short compared to the useful life of the assets.
Joint ventures
Aarsleff has investments in a number of joint ventures, including consortia and working partnerships where the treatment for accounting purposes is subject to the classification of the individual joint venture. In the consolidated financial statements, all joint ventures are classified as jointly controlled operations.
Group
A c c o u n t i n g p o l i c i e s
Group
Note
58
3 New accounting standards and interpretations
In the annual report for 2013/2014, 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:
Amendment to IAS 19 "Employee benefits"
The amendment eliminates the corridor approach and requires calculation of finance costs on a net funding basis.
Amendment to IFRS 7 "Financial instruments: disclosures"
The amendment entails that the company must provide additional note disclosure concerning the right of offsetting the company's financial assets and liabilities.
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.
Annual improvements to existing standards 2011
The annual improvements to applicable standards entailed minor changes to IFRS 1, IAS 1, IAS 16, IAS 32 and IAS 34.
The changes implied layout changes only.
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:
IFRS 10 "Consolidated Financial Statements"
IFRS 10 replaces the existing guidance in IAS 27 and SIC 12 in 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 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 "Disclosure of interest in other entities"
IFRS 12 contains the disclosure requirements for companies holding investments in scope of IFRS 10, IFRS 11 or IAS 28. The implementation of the standard will imply new disclosures in 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 Per Aarsleff A/S presents the annual report of the parent company according to the Danish Financial Statements Act.
IAS 32 "Offsetting financial instruments"
The amendment provides further guidance on when offsetting is permitted. The amendment does not involve actual changes to the right of offsetting, but provides guidance on the interpretation of the standard and is not expected to have any effect on the annual report.
IFRIC 21 "Levies"
The interpretation establishes guidance on when to recognise liabilities related to levies. The interpretation is not expected to have any effect on the annual report.
3 New accounting standards and interpretations (continued)
Moreover, IASB has issued the following new standards and new interpretations which have not yet been endorsed by the EU:
IFRS 9 "Financial instruments, recognition and measurement"
IFRS 9 is a new comprehensive standard on recognition and measurement of financial instruments, replacing IAS 39. It provides guidance in respect of classification and measurement of financial instruments and hedge accounting. Finally, the standard introduces an expected loss model for impairment losses. The standard is not expected to have any material effect on the annual report.
IFRS 15 "Revenue for contracts with customers"
A new comprehensive standard on revenue recognition. The standard can potentially affect revenue recognition on a number of areas including timing of recognition of revenue and recognition of variable consideration. An assessment of whether the standard will be of importance to the future presentation of annual accounts is yet to be made.
Annual improvements 2010-2012, 2011-2013 and 2012-2014
Comprises minor amendments to IAS 1, IAS 19, IFRS 1, IFRS 2, IFRS 3, IFRS 5, IFRS 7, IFRS 8, IFRS 13, IAS 1, IAS 7, IAS 12, IAS 16, IAS 24, IAS 34, IAS 36 and IAS 40. The changes are not expected to have any material effect on the annual report.
Group
notes
60
Group
Note mDKK
4 Segment information
| Construction | Pipe Technologies | Piling | Total | ||||||
|---|---|---|---|---|---|---|---|---|---|
| 2013/2014 | 2012/2013 | 2013/2014 | 2012/2013 | 2013/2014 | 2012/2013 | 2013/2014 | 2012/2013 | ||
| Segment revenue | 5,673 | 5,188 | 1,596 | 1,236 | 1,328 | 1,096 | 8,597 | 7,520 | |
| Internal revenue | -41 | -110 | -12 | -17 | -22 | -17 | -75 | -144 | |
| Revenue | 5,632 | 5,078 | 1,584 | 1,219 | 1,306 | 1,079 | 8,522 | 7,376 | |
| Of this figure, work performed | |||||||||
| abroad | 865 | 1,053 | 1,182 | 796 | 803 | 628 | 2,850 | 2,477 | |
| Operating profit | 243 | 101 | 37 | 51 | 71 | 61 | 351 | 213 | |
| Profit in associates | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
| Profit before interest | 243 | 101 | 37 | 51 | 71 | 61 | 351 | 213 | |
| Profit before interest, % | 4,3 | 2,0 | 2,3 | 4,2 | 5,4 | 5,7 | 4,1 | 2,9 | |
| ROIC, % | 26,9 | 13,8 | 5,9 | 9,7 | 10,9 | 8,8 | 16,1 | 11,0 | |
| ROIC after tax, % | 20,8 | 10,5 | 4,6 | 7,4 | 8,4 | 6,7 | 12,4 | 8,4 | |
| Segment assets | 2,422 | 2,063 | 929 | 1,015 | 1,279 | 1,087 | 4,630 | 4,165 | |
| Capital expenditure | 143 | 131 | 55 | 59 | 58 | 51 | 256 | 241 | |
| Depreciation, amortisation and | |||||||||
| impairment losses | 130 | 137 | 69 | 59 | 79 | 79 | 278 | 275 | |
| Investments in associates | 0 | 0 | 15 | 17 | 0 | 0 | 15 | 17 | |
| Goodwill | 83 | 83 | 57 | 57 | 7 | 7 | 147 | 147 | |
| Segment liabilities | 1,340 | 964 | 252 | 274 | 604 | 414 | 2,196 | 1,652 | |
| Invested capital (IC) | 897 | 915 | 605 | 649 | 646 | 650 | 2,148 | 2,214 | |
| Number of employees: | |||||||||
| Paid every two weeks | 1,998 | 1,858 | 475 | 380 | 437 | 421 | 2,910 | 2,659 | |
| Engineers, technicians and | |||||||||
| administrative staff | 950 | 792 | 368 | 304 | 304 | 264 | 1,622 | 1,360 | |
| Total | 2,948 | 2,650 | 843 | 684 | 741 | 685 | 4,532 | 4,019 |
Revenue and profit before interest for reportable segments can be reconciled directly to the income statement of the Group.
| Assets | Total | ||
|---|---|---|---|
| 2013/2014 | 2012/2013 | ||
| Segment assets for reportable segments | 4,630 | 4,165 | |
| Corporation tax receivable | 14 | 18 | |
| Deferred tax | 4 | 2 | |
| Cash | 323 | 352 | |
| Consolidated assets | 4,971 | 4,537 | |
| Liabilities | Total | ||
| 2013/2014 | 2012/2013 | ||
| Segment liabilities for reportable segments | 2,196 | 1,652 | |
| Mortgage debt | 191 | 195 | |
| Credit institutions | 304 | 664 | |
| Corporation tax payable | 28 | 71 | |
| Deferred tax | 300 | 230 | |
| Consolidated liabilities | 3,019 | 2,812 | |
| Geographical information Denmark |
Abroad | Total | |
| 2013/2014 2012/2013 2013/2014 |
2012/2013 | 2013/2014 | 2012/2013 |
| Revenue | 5,672 | 4,899 | 2,850 | 2,477 | 8,522 | 7,376 |
|---|---|---|---|---|---|---|
| Segment assets, non-current | 1,249 | 1,204 | 484 | 533 | 1,733 | 1,737 |
Consolidated financial statements
| Note | tDKK | 2013/2014 | 2012/2013 |
|---|---|---|---|
| 5 | Revenue | ||
| Sale of goods | 196,387 | 133,014 | |
| Income from construction contracts | 8,325,976 | 7,242,874 | |
| Total | 8,522,363 | 7,375,888 | |
| 6 | Depreciation, amortisation and impairment losses | ||
| Depreciation, amortisation and impairment losses, intangible assets | 8,177 | 15,487 | |
| Depreciation, amortisation and impairment losses, property, plant and equipment | 269,791 | 259,530 | |
| Total | 277,968 | 275,017 | |
| Depreciation, amortisation and impairment losses are included in the income statement as follows: | |||
| Production costs | 244,608 | 241,816 | |
| Administrative expenses and selling costs | 33,171 | 32,570 | |
| Other operating income and expenses | 189 | 631 | |
| Total | 277,968 | 275,017 | |
| 7 | Staff costs | ||
| Wages, salaries and remuneration | 2,022,725 | 1,662,650 | |
| Pensions | 113,795 | 124,160 | |
| Other costs, social security costs etc. | 104,811 | 78,603 | |
| Total | 2,241,331 | 1,865,413 | |
| Of this figure, consideration for: | |||
| Remuneration, Board of Directors | 1,880 | 1,880 | |
| Remuneration, Executive Management | 8,006 | 7,469 | |
| Total | 9,886 | 9,349 | |
| Average number of full-time employees | 4,532 | 4,019 | |
group
notes
62
| tDKK | 2013/2014 | 2012/2013 |
|---|---|---|
| Remuneration to auditors appointed by the Annual General Meeting | ||
| PricewaterhouseCoopers | 5,857 | 5,047 |
| Other auditors | 1,131 | 2,308 |
| Total | 6,988 | 7,355 |
| Remuneration to PricewaterhouseCoopers can be specified as follows: | ||
| Statutory audit | 3,259 | 2,359 |
| Other assurance engagements | 264 | 64 |
| Tax consultancy | 1,519 | 1,197 |
| Other services | 815 | 1,427 |
| Total | 5,857 | 5,047 |
| Remuneration to other auditors can be specified as follows: | ||
| Statutory audit | 458 | 1,368 |
| Other assurance engagements | 150 | 0 |
| Tax consultancy | 244 | 290 |
| Other services | 279 | 650 |
| Total | 1,131 | 2,308 |
| 9 Other operating income and expenses |
||
| Other operating income | 686 | 1,085 |
| Other operating expenses | -1,132 | -975 |
| Total | -446 | 110 |
| 10 Financial income and expenses |
||
| Exchange gains, net | 0 | 1,754 |
| Interest relating to associates | 286 | 0 |
| Other interest income | 3,107 | 2,868 |
| Financial income | 3,393 | 4,622 |
| Foreign exchange loss, net | 2,579 | 0 |
| Value adjustment of option on acquisition of minority interest | 4,469 | 984 |
| Borrowing costs recognised in the cost of assets | -599 | -1,834 |
| Mortgage interest | 6,584 | 5,721 |
| Interest concerning associates | 0 | 641 |
| Other interest costs | 11,633 | 15,641 |
| Financial expenses | 24,666 | 21,153 |
| Net financials | -21,273 | -16,531 |
Of this figure, calculated according to the effective interest method -12,799 -8,296
Borrowing costs are recognised in the cost of the assets entered with an effective interest rate of 3% (2012/2013: 3%), corresponding to the Group's average borrowing costs.
| Note | tDKK | 2013/2014 | 2012/2013 |
|---|---|---|---|
| 11 | Corporation tax | ||
| Total tax for the year can be broken down as follows: | |||
| Tax on profit for the year | 75,069 | 47,054 | |
| Tax recognised in other total comprehensive income | 1,840 | 1,042 | |
| Total | 76,909 | 48,096 | |
| Tax on profit for the year can be broken down as follows: | |||
| Current tax | 23,295 | 53,760 | |
| Adjustment of deferred tax and deferred tax asset for the year | 51,774 | -6,706 | |
| Total | 75,069 | 47,054 | |
| Tax on profit for the year can be broken down as follows: | |||
| 24.5% tax calculated on profit before tax | 80,771 | 49,241 | |
| Tax effect of: | |||
| Income from abroad | 1,215 | 9,611 | |
| Deviation concerning associates | -117 | -20 | |
| Adjustment of tax relating to previous years | 0 | -64 | |
| Effect of gradual reduction of Danish tax rate | -6,816 | -10,522 | |
| Other items | 16 | -1,192 | |
| Total | 75,069 | 47,054 | |
| Deferred tax | |||
| Deferred tax at 1 October | 228,937 | 212,715 | |
| Effect of gradual reduction of Danish tax rate | -6,816 | -10,522 | |
| Transferred from current tax | 22,735 | 6,820 | |
| Additions from investments in subsidiaries | 0 | 26,630 | |
| Deferred tax for the year recognised in profit for the year | 51,774 | -6,706 | |
| Deferred tax at 30 September | 296,630 | 228,937 | |
| Deferred tax is included as follows: | |||
| Deferred tax (assets) | -3,767 | -1,460 | |
| Deferred tax (liabilities) | 300,397 | 230,397 | |
| Total | 296,630 | 228,937 | |
| Deferred tax assets concern the tax base of tax losses allowed for carryforward which are expected to | |||
| be utilised by setting off in future taxable income. | |||
| Deferred tax concerns: | |||
| Intangible assets | 5,753 | 7,509 | |
| Property, plant and equipment | 58,125 | 44,555 | |
| Work in progress | 247,576 | 227,426 | |
Other current assets 7,921 1,877 Provisions -4,191 -3,113 Other debt -3,459 -4,983 Tax losses allowed for carryforward -15,095 -44,334 Deferred tax at 30 September 296,630 228,937
Deferred tax to be recovered within 12 months. 138,120 104,956
Group
notes
| Note | 2013/2014 | 2012/2013 | ||
|---|---|---|---|---|
| 12 | Earnings per share | |||
| Profit for the year exclusive of minority shareholders (tDKK) | 254,108 | 149,202 | ||
| Average number of shares (thousands) | 2,265 | 2,265 | ||
| Average number of treasury shares (thousands) | 227 | 227 | ||
| Average number of shares in circulation (thousands) | 2,038 | 2,038 | ||
| Average number of diluted shares in circulation (thousands) | 2,038 | 2,038 | ||
| Earnings per share of DKK 20 (current) | 124.6 | 73.2 | ||
| Earnings per share of DKK 20 (diluted) | 124.6 | 73.2 |
Group
Note tDKK
13 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 2013 | 189,482 | 82,569 | 752,562 | 2,190,270 | 192,656 | 28,806 |
| Exhange rate adjustments | -510 | -444 | 158 | -3,017 | -68 | 2 |
| Additions during the year | 0 | 2,175 | 10,976 | 183,494 | 27,690 | 77,337 |
| Disposals during the year | 0 | -1,701 | -508 | -119,257 | -30,534 | -1,822 |
| Transfers | 0 | 0 | 4,343 | 63,595 | 9,404 | -77,342 |
| Cost at 30 September 2014 | 188,972 | 82,599 | 767,531 | 2,315,085 | 199,148 | 26,981 |
| Depreciation, amortisation and impairment | ||||||
| losses at 1 October 2013 | 42,133 | 58,789 | 201,472 | 1,284,634 | 128,700 | |
| Exchange rate adjustments | -510 | -297 | 1,860 | -605 | 49 | |
| Depreciation and amortisation for the year | 0 | 8,177 | 23,647 | 219,603 | 26,541 | |
| Assets sold during the year | 0 | -1,701 | -419 | -105,161 | -25,300 | |
| Depreciation, amortisation and impairment losses at 30 September 2014 |
41,623 | 64,968 | 226,560 | 1,398,471 | 129,990 | |
| Carrying amount at 30 September 2014 | 147,349 | 17,631 | 540,971 | 916,614 | 69,158 | 26,981 |
| 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 2012 | 114,413 | 53,492 | 668,368 | 2,061,632 | 181,305 | 23,233 |
| Exchange rate adjustments | -224 | -273 | -4,733 | -15,834 | -873 | -5 |
| Additions during the year | 75,290 | 29,396 | 40,504 | 189,110 | 51,290 | 132,004 |
| Disposals during the year | 0 | -44 | -1,647 | -108,497 | -40,412 | -11,154 |
| Transfers | 3 | -2 | 50,070 | 63,859 | 1,346 | -115,272 |
| Cost at 30 September 2013 | 189,482 | 82,569 | 752,562 | 2,190,270 | 192,656 | 28,806 |
| Depreciation, amortisation and impairment | ||||||
| losses at 1 October 2012 | 42,357 | 43,494 | 185,206 | 1,160,969 | 121,280 | |
| Exchange rate adjustments | -224 | -150 | -1,794 | -8,016 | -565 | |
| Depreciation and amortisation for the year | 0 | 15,487 | 19,498 | 214,114 | 25,918 | |
| Assets sold during the year | 0 | -42 | -1,438 | -82,433 | -17,933 | |
| Depreciation, amortisation and impairment | ||||||
| losses at 30 September 2013 | 42,133 | 58,789 | 201,472 | 1,284,634 | 128,700 | |
| Carrying amount at 30 September 2013 | 147,349 | 23,780 | 551,090 | 905,636 | 63,956 | 28,806 |
In 2013/2014 damages received concerning property, plant and equipment to the total amount of DKK 164,000 against DKK 150,000 in 2012/2013 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.
notes
66
Note tDKK
13 Intangible assets and property, plant and equipment (continued)
Goodwill
Goodwill is the only intangible asset with an indefinite useful life.
At 30 September 2014, 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 2014/2015-2018/2019 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% (2012/2013: 1.5%) and a discount rate in the range of 9.6-10.5% before tax (2012/2013: 9.7-10.0%).
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 indication of impairment. 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 Kirkebjerg A/S, Centrum Pæle A/S, Østergaard A/S, Aarsleff Rail A/S, Aarsleff Rohrsanierung GmbH 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 significant associates
The Group has the following significant investments in associates in the Pipe Technologies segment:
| Revenue | Profit for the year | Assets | Liabilities | ||
|---|---|---|---|---|---|
| 30 September 2014 | |||||
| Pipe Technologies | 0 | 469 | 16,420 | 4,278 | |
| 30 September 2013 | |||||
| Pipe Technologies | 194,299 | 78 | 18,290 | 4,115 | |
The stated figures have been calculated in proportion to ownership shares.
The most significant associates are PAA International Engineering Corp. (ownership interest 50%), Arpipe Holding A/S (ownership interest 40%) and Ukar-Pipe Holding A/S (ownership interest 50%). All companies are unlisted.
| Note | tDKK | 30/9 2014 | 30/9 2013 |
|---|---|---|---|
| 15 | Inventories | ||
| Raw materials and consumables | 127,068 | 150,596 | |
| Finished goods | 72,188 | 50,283 | |
| Total | 199,256 | 200,879 | |
| 16 | Work in progress | ||
| Selling price of construction contracts | 9,682,333 | 8,189,466 | |
| Invoicing on account | -9,656,933 | -8,035,840 | |
| Total | 25,400 | 153,626 | |
| The following is recognised: | |||
| Receivables | 537,437 | 449,319 | |
| Current liabilities | -512,037 | -295,693 | |
| Total | 25,400 | 153,626 | |
| Prepayments from customers concerning non-commenced contracts | 2,394 | 7,266 | |
| Retained payments | 20,764 | 35,670 | |
| 17 | Contracting debtors | ||
| The fair value of receivables is considered to correspond to the carrying amount. | |||
| Write-down, contracting debtors at 1 October | 52,095 | 25,064 | |
| Additions during the year | 5,868 | 31,061 | |
| Disposals during the year: | |||
| - Used | -30,686 | -2,514 | |
| - Reversed | -82 | -1,516 | |
| Write-down, contracting debtors at 30 September | 27,195 | 52,095 | |
| Write-downs included in receivables which are recognised in the income statement | 5,868 | 31,061 | |
| 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 | 1,708,610 | 1,243,328 | |
| Due balances: | |||
| Less than 30 days | 152,859 | 209,319 | |
| Between 30 and 90 days | 50,802 | 163,020 | |
| More than 90 days | 135,518 | 86,099 | |
| Total | 2,047,789 | 1,701,766 | |
| Receivables falling due more than one year after the balance sheet date | 0 | 0 |
notes
68
Note tDKK
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 tDKK 2,700 and tDKK 42,600, respectively. The share capital is unchanged compared to 2012/2013.
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 (tDKK) | % of share capital | ||||
|---|---|---|---|---|---|---|
| Treasury shares (B shares) | 2013/2014 | 2012/2013 | 2013/2014 | 2012/2013 | 2013/2014 | 2012/2013 |
| Holding at 1 October | 226,500 | 226,500 | 4,530 | 4,530 | 10.00 | 10.00 |
| Additions during the year | 0 | 0 | 0 | 0 | 0.00 | 0.00 |
| 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 2014 | 30/9 2013 | |
|---|---|---|
| Provisions at 1 October | 36,335 | 95,154 |
| Completed contracts transferred from work in progress | 3,399 | 3,179 |
| Used during the year | -5,171 | -66,228 |
| Reversal of unused warranty commitments | -5,190 | -9,677 |
| Provisions for the year | 34,387 | 13,907 |
| Total at 30 September | 63,760 | 36,335 |
| The following is recognised: | ||
| Non-current liabilities | 52,910 | 15,961 |
| Current liabilities | 10,850 | 20,374 |
| Total | 63,760 | 36,335 |
Provisions as at 30 September 2014 comprise warranty obligations on completed contracts for which the warranty period runs for up to 5 years from the time of handing over. The provision has been made on the basis of historical warranty expenses and in consideration of known warranty obligations. The majority of the costs are expected to be incurred within a period of 3 years.
Note tDKK
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 2014 | 30/9 2013 | 30/9 2014 | 30/9 2013 | ||
| Contracting debtors | 2,047,789 | 1,701,766 | 2,047,789 | 1,701,766 | |
| Work in progress | 537,437 | 449,319 | 537,437 | 449,319 | |
| Receivables from associates | 8,030 | 12,479 | 8,030 | 12,479 | |
| Other receivables | 90,572 | 46,285 | 90,572 | 46,285 | |
| Cash | 322,903 | 352,039 | 322,903 | 352,039 | |
| Loan and receivables | 3,006,731 | 2,561,888 | 3,006,731 | 2,561,888 | |
| Other debt (earn-out) | 35,310 | 29,095 | 35,310 | 29,095 | |
| Financial liabilities measured at fair value through the income statement | 35,310 | 29,095 | 35,310 | 29,095 | |
| Derivative financial instruments used for hedging of future cash flows | 5,593 | -1,919 | 5,593 | -1,919 | |
| Financial liabilities used as hedging instruments | 5,593 | -1,919 | 5,593 | -1,919 | |
| Mortgage debt | 191,398 | 194,896 | 189,785 | 201,023 | |
| Credit institutions | 303,968 | 663,754 | 303,968 | 663,754 | |
| Work in progress | 512,037 | 295,693 | 512,037 | 295,693 | |
| Trade payables | 1,077,048 | 828,957 | 1,077,048 | 828,957 | |
| Payables to associates | 0 | 114 | 0 | 114 | |
| Financial liabilities measured at amortised cost | 2,084,451 | 1,983,414 | 2,082,838 | 1,989,541 | |
¹ Fair value measurement
The Group uses the fair value principle in connection with certain disclosure requirements and for recognition and measurement of financial instruments. The fair value is defined as the price received when selling an asset or the price paid when transferring a liability in an ordinary transaction between the market participants (exit price). Assets and liabilities which are measured at fair value or where the fair value is stated are categorised in accordance with the fair value hierarchy made up of three levels based on input for the valuation methods used for fair value measurement. To the extent possible, fair value measurement is based on market prices on active markets (level 1) or alternatively on prices derived from observable market information (level 2). To the extent that such observable information is not present or cannot be used without significant modifications, recognised valuation methods and fair estimates are used as the basis of the fair values (level 3).
Current loans and receivables as well as current financial obligations
The fair value of current loans and receivables as well as current financial obligations is not considered to differ significantly from the carrying amount.
Mortgage debt
The fair value of mortgage debt has been determined on the basis of the fair value of the underlying bonds. This is a fair value measurement in accordance with level 2 of the fair value hierarchy applied.
Derivative financial instruments
Forward exchange contracts are measured on the basis of externally calculated fair values based on generally accepted valuation methods. This is a fair value measurement in accordance with level 2 of the fair value hierarchy applied.
Contingent acquisition consideration
The fair value of the contingent consideration (earn-out) at the acquisition of Kirkebjerg A/S at 1 October 2012 has been estimated on the basis of the income approach. The estimate is based on weighted probabilities of the expected payments of the earn-out agreement, discounted with a discount rate of 6%. This is a fair value measurement in accordance with level 3 of the fair value hierarchy applied. The change in the fair value of the earn-out agreement has been recognised under financial expenses in the income statement at tDKK 6,215 (2012/13: tDKK 2,575).
69
Group
70
Note tDKK
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:
| 30 September 2014 | Carrying amount |
Contractual cash flow ² |
Within 1 year |
1-2 years | 2-5 years | After 5 years |
|
|---|---|---|---|---|---|---|---|
| Non-derivative financial instruments: | |||||||
| Mortgage debt | 191,398 | 223,104 | 7,951 | 12,250 | 60,163 | 142,740 | |
| Credit institutions | 303,968 | 303,968 | 293,798 | 1,628 | 1,508 | 7,034 | |
| Trade payables | 1,077,048 | 1,077,048 | 1,077,048 | 0 | 0 | 0 | |
| Payables to associates | 0 | 0 | 0 | 0 | 0 | 0 | |
| Other debt | 35,310 | 35,310 | 0 | 0 | 0 | 35,310 | |
Derivative financial instruments:
Derivative financial instruments used for
| hedging of future cash flows | -5,593 | -5,593 | -5,423 | -170 | 0 | 0 |
|---|---|---|---|---|---|---|
| Total liabilities | 1,602,131 | 1,633,837 | 1,373,374 | 13,708 | 61,671 | 185,084 |
| Carrying | Contractual | Within | After | |||
| 30 September 2013 | amount | cash flow ² | 1 year | 1-2 years | 2-5 years | 5 years |
| Non-derivative financial instruments: | ||||||
| Mortgage debt | 194,896 | 231,318 | 8,940 | 9,196 | 59,103 | 154,079 |
| Credit institutions | 663,754 | 664,743 | 648,268 | 3,754 | 1,839 | 10,882 |
| Trade payables | 828,957 | 828,957 | 828,957 | 0 | 0 | 0 |
| Payables to associates | 114 | 114 | 114 | 0 | 0 | 0 |
| Other debt | 29,095 | 36,732 | 0 | 0 | 0 | 36,732 |
| Derivative financial instruments: | ||||||
| Derivative financial instruments used for | ||||||
| hedging of future cash flows | 1,919 | 1,919 | 1,245 | 617 | 57 | 0 |
| Total liabilities | 1,718,735 | 1,763,783 | 1,487,524 | 13,567 | 60,999 | 201,693 |
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.
Note 30/9 2006 30/9 2005 30/9 2006 30/9 2005 Note tDKK
Goodwill 36.745 15.167 1.116 1.116 20 Credit, interest rate and currency risks and use of financial instruments (continued)
12 Immaterielle aktiver 43.101 18.902 4.010 4.700 Currency risks
Grunde og bygninger 306.786 281.011 171.202 166.472 Produktionsanlæg og maskiner 510.177 420.197 303.023 268.156 Andre anlæg, driftsmateriel og inventar 35.358 31.818 8.450 10.867 Currency risks are managed 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.
aktiver koncern moderselskab
12 Materielle aktiver 874.379 750.641 501.082 460.634 13 Kapitalandele i dattervirksomheder - - 230.432 209.378 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.
Tilgodehavender hos dattervirksomheder - - 6.913 9.330 Short and long-term outstanding amounts in Group enterprises are normally not currency hedged.
Tilgodehavender hos associerede virksomheder 1.499 7 1.499 7 The Group's balances in foreign currency (excluding currencies in the Euro cooperation) and related hedging transactions are as follows:
| Udskudt skat | 3.508 | 2.469 | 0 30/9 2014 |
0 30/9 2013 |
||
|---|---|---|---|---|---|---|
| Andre langfristede aktiver | 88.852 | 71.578 | 287.576 | 265.172 | ||
| Financial | Financial | Hedged | Net | Net | ||
| Currency Langfristede aktiver |
assets | liabilities 1.006.332 |
amount 841.121 |
position 792.668 |
position 730.506 |
|
| SEK | 317,037 | -170,969 | -44,564 | 101,504 | -3,986 | |
| PLN Varebeholdninger |
122,840 | -80,509 106.642 |
94.184 | 42,331 34.616 |
11,570 40.564 |
|
| GBP | 108,907 | -150,061 | -41,154 | -27,690 | ||
| USD Entreprisedebitorer |
57,625 | -42,541 862.906 |
4,798 725.494 |
19,882 432.932 |
894 369.714 |
|
| RUB Igangværende arbejder |
56,898 | -34,747 236.664 |
145.129 | 22,151 164.633 |
23,376 87.638 |
|
| LVL | Tilgodehavender hos dattervirksomheder | 53 | -38 | 15 104.541 |
17,212 58.370 |
|
| LTL | Tilgodehavender hos associerede virksomheder | 12,139 | -1,708 7.832 |
14.008 | 10,431 7.832 |
12,282 14.008 |
| NOK Andre tilgodehavender |
35,725 | -17,491 30.564 |
-4,846 23.904 |
13,388 27.039 |
10,495 15.808 |
|
| Other Tilgodehavende selskabsskat |
2,155 | -1,818 7.326 |
3.388 | 337 1.353 |
7,007 0 |
|
| Periodeafgrænsningsposter | 713,379 | -499,882 11.039 |
-44,612 18.160 |
168,885 1.333 |
51,160 8.532 |
|
| Tilgodehavender | 1.156.331 | 930.083 | 739.663 | 554.070 | ||
| Payment/maturity profile can be specified as follows: | ||||||
| Less than 1 year Værdipapirer |
713,379 | -498,699 481 |
-44,612 597 |
170,068 0 |
53,349 0 |
|
| 1-5 years | 0 | -1,183 | 0 | -1,183 | -2,189 | |
| More than 5 years Likvide beholdninger |
0 | 0 170.239 |
0 126.936 |
0 153.157 |
0 93.126 |
|
| 713,379 | -499,882 | -44,612 | 168,885 | 51,160 |
Group
notes
72
Note tDKK
20 Credit, interest rate and currency risks and use of financial instruments (continued)
An increase of 10% in the currencies specified below against Danish Kroner, would have the following isolated effects at 30 September (before tax):
| 30/9 2014 | |||||||
|---|---|---|---|---|---|---|---|
| Currency | Profit/loss | Equity | Profit/loss | Equity | |||
| SEK | 594 | 10,150 | -58 | -399 | |||
| PLN | -119 | 4,233 | -313 | 1,157 | |||
| GBP | 572 | -4,115 | -360 | -2,769 | |||
| USD | 1,182 | 1,988 | -304 | 89 | |||
| RUB | 213 | 2,215 | 1,400 | 2,338 | |||
| LVL | 0 2 |
1,721 | 1,721 | ||||
| LTL | 0 1,043 |
0 | 1,228 | ||||
| NOK | -847 | 1,339 | -32 | 1,050 | |||
| Other | 0 34 |
0 | 1,750 |
The above analysis is based on the assumption that all other variables, interest rates in particular, remain constant. The expectations are based on the market data presently available.
A corresponding decline in the exchange rates for the above currencies would have the same but opposite effect for both equity and profit for the year. The differences between the 2013/2014 and 2012/2013 values are solely due to differences in the nominal amounts in the individual currencies.
Derivative financial instruments
The Group has established currency overdraft facilities and forward exchange contracts to hedge future cash flows on construction contracts in SEK, EUR, RUB and USD totalling tDKK 169,974 compared to tDKK 468,888 in 2012/2013. At the balance sheet date, these financial instruments have a positive fair value of tDKK 5,593 against a negative fair value of tDKK 1,919 at 30 September 2013 recognised in other comprehensive income. The hedged cash flows are expected to be realised within 15 months compared to 27 months in 2012/2013.
With a view to interest rate optimisation, the Group has used currency swaps in USD, EUR, NOK and SEK at a total amount of tDKK 326,000. The fair value of these is negative at tDKK 558, recognised in the income statement.
The gas oil swaps entered into in 2012/2013 as cash flow hedge for the purchase of diesel oil have expired, and the value is thus DKK 0 compared to tDKK 12,570 in 2012/2013. At the balance sheet date, these financial instruments have a negative fair value of DKK 0 against a negative fair value of tDKK 182 in 2012/2013.
As regards financial risks, refer to the section on Commerical risk assessment in 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 foundation and the level of activity.
The Group assesses the capital on the basis of the solvency ratio. The Group's target is a solvency ratio of 40-45%.
Note tDKK
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, EUR, USD, RUB, PLN, NOK and GBP.
The Group's interest rate risk is related to the below items. The earliest date of maturity is stated:
| Effective interest rate | Carrying amount | Fair value | |||||
|---|---|---|---|---|---|---|---|
| Fixed/ | 30/9 2014 | 30/9 2013 | 30/9 2014 | 30/9 2013 | 30/9 2014 | 30/9 2013 | |
| floating | % | % | tDKK | tDKK | tDKK | tDKK | |
| Cash | Floating | 0 | 0 | 322,903 | 352,039 | 322,903 | 352,039 |
| Interest-bearing assets, total | 322,903 | 352,039 | 322,903 | 352,039 | |||
| Mortgage debt and credit institutions, non-current | Fixed | 1-3 | 2-7 | 156,271 | 212,241 | 154,071 | 218,365 |
| Mortgage debt and credit institutions, non-current | Floating | 1-3 | 46,287 | 0 | 46,874 | 0 | |
| Credit institutions, current | Floating | 1-10 | 1-8 | 292,808 | 646,409 | 292,808 | 646,409 |
| Interest-bearing liabilities, total | 495,366 | 858,650 | 493,753 | 864,774 | |||
| Net interest-bearing debt | 172,463 | 506,611 | |||||
| The payment/maturity profile can be specified as follows: | |||||||
| Less than 1 year | -15,125 | 314,988 | |||||
| 1-5 years | 46,910 | 50,090 | |||||
| More than 5 years | 140,678 | 141,533 | |||||
| 172,463 | 506,611 | ||||||
An increase in the interest rate level of 1% compared to the interest rate level at the balance sheet date and the net interest-bearing debt of the balance sheet would, other things being equal, have had a positive effect on the profit/loss before tax and on equity of the Group of tDKK 162 (2012/2013: negative effect tDKK 2,944). A decrease in the interest rate level would have had a similar, negative effect on profit/ loss and equity.
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.
A significant part of the Group's customers comprise public or semi-public clients, so 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 2013, the Group's write-downs at 30 September 2014 are related alone to financial assets classified as receivables, cf. note 17.
Group
notes
| Note | tDKK | 30/9 2014 | 30/9 2013 |
|---|---|---|---|
| 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 | 75,920 | 102,098 | |
| Maturity between 2 and 5 years Maturity over 5 years |
115,698 384 |
96,779 409 |
|
| Total | 192,002 | 199,286 | |
| Expensed lease payments for the year | 65,229 | 236,299 | |
| Operating leasing commitments concern cars, technical plant and machinery as well as furniture and fittings. The term of the contracts in the Group is maximum 5 years at 30 September 2014. |
|||
| Capital and purchase commitments Investment in property, plant and equipment |
14,456 | 3,415 | |
| Contingent assets and liabilities | |||
| Guarantee for bank balances in joint ventures | 0 | 0 | |
| 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 |
298,779 | 305,926 | |
| The carrying amount of other property, plant and equipment that are pledged as security for mortgage debt to credit institutions amounts to |
0 | 0 | |
| As security for completion of contracts, the usual security in the form of bank guarantees and insurance bonds have been placed. |
2,715,701 | 2,693,005 | |
| 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 2014, total payables amount to DKK 630 million against DKK 580 million at 30 September 2013 of which DKK 563 million and DKK 302 million, respectively, are recognised in the consolidated balance sheet. The company does not expect any losses in addition to those included in the consolidated financial statements. |
Group
Note tDKK
22 Related party transactions
| Associates | Joint ventures | Management ¹ | ||||
|---|---|---|---|---|---|---|
| Group | 2013/2014 | 2012/2013 | 2013/2014 | 2012/2013 | 2013/2014 | 2012/2013 |
| Income ² | 5,359 | 13,641 | 780,833 | 394,755 | 730 | 40 |
| Expenses ² | -1,036 | -470 | -5,458 | -35,394 | -557 | -810 |
| Receivables ³ | 8,030 | 12,479 | 545,172 | 394,371 | 582 | 0 |
| Liabilities ³ | 0 | -13,242 | -77,609 | -116,963 | -45 | -46 |
¹ Includes members of the Board of Directors and Executive Management of the parent company. The amount concerns legal assistance fees for Kromann Reumert to which board member Carsten Fode is connected. 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 2013/2014 and 2012/2013.
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.
notes
76
Group
| Note tDKK |
2013/2014 | 2012/2013 |
|---|---|---|
| 23 Other adjustments – Cash flow statement |
||
| Profit in associates | -469 | -78 |
| Provisions | 27,425 | -60,399 |
| Profit from sale of non-current assets | -21,900 | -12,618 |
| Total | 5,056 | -73,095 |
| 24 Change in working capital – Cash flow statement |
||
| Inventories | 1,622 | -1,566 |
| Work in progress, net | 128,227 | -158,992 |
| Receivables | -386,857 | -107,105 |
| Trade payables, other debt etc. | 302,118 | -52,360 |
| Total | 45,110 | -320,023 |
| 25 Liquidity |
||
| Cash | 322,903 | 352,039 |
| Bank overdraft | -292,808 | -646,409 |
| Total | 30,095 | -294,370 |
| Cash is combined as follows: | ||
| Share of cash in joint ventures | 284,022 | 186,550 |
| Other cash | 38,881 | 165,489 |
| Total | 322,903 | 352,039 |
Share of cash in joint ventures is exclusively available to the joint ventures.
Note
26 Highlights for the Group, EUR
| tEUR | 2009/2010 | 2010/2011 | 2011/2012 | 2012/2013 | 2013/2014 |
|---|---|---|---|---|---|
| Income statement | |||||
| Revenue | 582,050 | 826,087 | 895,468 | 988,990 | 1,145,002 |
| Of this figure, work performed abroad | 199,897 | 375,347 | 375,424 | 332,080 | 382,972 |
| Operating profit | 8,346 | 18,318 | 24,365 | 28,613 | 47,088 |
| Profit before interest | 10,654 | 20,538 | 24,486 | 28,624 | 47,151 |
| Net financials | -1,824 | -2,615 | -2,229 | -2,217 | -2,858 |
| Profit before tax | 8,830 | 17,923 | 22,257 | 26,407 | 44,293 |
| Profit for the year | 6,442 | 13,139 | 15,031 | 20,098 | 34,207 |
| Balance sheet | |||||
| Non-current assets | 188,212 | 213,384 | 217,219 | 233,139 | 233,386 |
| Current assets | 283,276 | 373,423 | 351,743 | 375,150 | 434,474 |
| Total assets | 471,488 | 586,808 | 568,962 | 608,289 | 667,860 |
| Equity | 187,555 | 197,784 | 213,768 | 231,205 | 262,298 |
| Non-current liabilities | 51,560 | 60,338 | 67,082 | 65,171 | 79,227 |
| Current liabilities | 232,374 | 328,685 | 288,112 | 311,912 | 326,335 |
| Total equity and liabilities | 471,488 | 586,808 | 568,962 | 608,289 | 667,860 |
| Net interest-bearing debt | 13,420 | 31,054 | 20,050 | 67,929 | 28,197 |
| Invested capital (IC) | 217,741 | 225,015 | 296,998 | 296,898 | 288,527 |
| Cash flow statement | |||||
| Cash flows from operating activities | 30,750 | 44,426 | 50,243 | 5,668 | 82,240 |
| Cash flows from investing activities | -29,058 | -57,624 | -37,926 | -49,638 | -34,359 |
| Of this figure, investment in property, plant and equipment, net | -33,872 | -37,361 | -38,999 | -32,370 | -34,438 |
| Cash flows from financing activities | -7,094 | 3,556 | -43 | -3,263 | -4,017 |
| Change in liquidity for the year | -5,403 | -9,641 | 12,273 | -47,233 | 43,865 |
| Financial ratios | |||||
| Gross margin ratio, % | 12.2 | 10.0 | 10.3 | 10.8 | 12.1 |
| Profit margin (EBIT margin), % | 1.4 | 2.2 | 2.7 | 2.9 | 4.1 |
| Net profit ratio (pre-tax margin), % | 1.5 | 2.2 | 2.5 | 2.7 | 3.9 |
| Return on invested capital (ROIC), % | 4.5 | 8.9 | 11.0 | 11.0 | 16.1 |
| Return on invested capital (ROIC) after tax, % | 3.3 | 6.5 | 7.4 | 8.4 | 12.4 |
| Return on equity (ROE), % | 3.7 | 6.8 | 7.3 | 9.0 | 13.9 |
| Equity interest, % | 39.8 | 33.7 | 37.6 | 38.0 | 39.3 |
| Earnings per share (EPS), EUR | 3.30 | 6.45 | 7.38 | 9.81 | 16.75 |
| Share price per share at 30 September, EUR | 55.02 | 50.53 | 53.25 | 91.31 | 130.59 |
| Price/equity value, EUR | 0.60 | 0.52 | 0.51 | 0.81 | 1.01 |
| Dividend per share, EUR | 0.64 | 0.65 | 1.34 | 1.34 | 2.02 |
| Number of employees | 3,162 | 3,473 | 3,620 | 4,019 | 4,532 |
| Applied translation rate | 7.4519 | 7.4417 | 7.4555 | 7.4580 | 7.4431 |
Group
Companies in the Aarsleff Group
Group
78
Company name Domicile Ownership interest %
| Construction | ||||
|---|---|---|---|---|
| Dan Jord A/S | Aarhus | Denmark | Contractor | 100 |
| Petri & Haugsted AS | Rødovre | Denmark | Contractor | 100 |
| Wicotec Kirkebjerg A/S | Taastrup | Denmark | Contractor | 80 |
| E. Klink A/S | Skovlunde | Denmark | Contractor | 100 |
| Danklima Entreprise A/S | Aarhus | Denmark | Contractor | 100 |
| PAA Project Finance A/S | Hvidovre | 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 |
| Lemvig Transport A/S | Lemvig | Denmark | Contractor | 67 |
| Østergaard A/S | Vejle | Denmark | Contractor | 100 |
| Per Aarsleff Grønland ApS | Nuuk | Greenland | Contractor | 100 |
| Per Aarsleff East Africa A/S | Aarhus | Denmark | 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 Rohrsanierung GmbH | Nuremberg | Germany | Contractor | 100 |
| Aarsleff AS | Oslo | Norway | Contractor | 100 |
| 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 | 40 * |
| 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 |
| Metris Sp. z o.o. Instytut Badanń dla Budownictwa ´ |
Kutno | Poland | Contractor | 100 |
| Aarsleff Grundläggnings AB | Gunnilse | Sweden | Contractor | 100 |
| Centrum Påle AB | Älvängen | Sweden | Pile production | 100 |
| Dormant companies | ||||
| Aarsleff S.r.l. | Milan | Italy | Contractor | 100 |
Aarsleff, S.L.U. Barcelona Spain Contractor 100
* Associate
** Owned by Per Aarsleff A/S (67%) and the 100% owned subsidiary Wicotec Kirkebjerg A/S (33%)
Group parent company
| Joint ventures | Ownership interest % | Lead partner Ownership interest % | Lead partner | |
|---|---|---|---|---|
| Banekonsortiet Vedligehold I/S | 100 | Yes | 57 | Yes |
| BW Rock Group Swinoujsci – Spolka Cywilna | 40 | Yes | 40 | Yes |
| Fredericia St. Syd I/S | 50 | Yes | ||
| Geo Aarsleff JV I/S | 50 | 50 | ||
| JV Aarsleff-Streicher-Bunte I/S | 30 | Yes | 30 | Yes |
| JV Värtahamnen HB I/S | 100 | Yes | 100 | Yes |
| LNG – Breakwater, Civil Group JV – Spolka Cywilna | 43 | 35 | ||
| Malmö Citytunnel Group HB | 25 | 25 | ||
| NCC-Aarsleff Norvikudden (Stockholm) | 50 | 50 | ||
| Nelis Infra-Aarsleff JV | 50 | 50 | ||
| Pihl-Banekonsortiet I/S | 50 | |||
| Pihl-Aarsleff Brokonsortie I/S | 50 | Yes | ||
| Samsøkonsortiet Aarsleff-Kremmer JV I/S | 50 | Yes | 50 | Yes |
| Strukton Aarsleff Denmark I/S | 50 | Yes | ||
| Strukton-Aarsleff JV I/S | 50 | Yes | ||
| Østergaard-Aarsleff JV I/S | 100 | Yes | 50 | Yes |
| Aarsleff-BAM International Joint Venture V.O.F. | 50 | 50 | ||
| Aarsleff Bane & Anlæg I/S | 100 | Yes | 80 | Yes |
| Aarsleff-Bejstrup I/S | 75 | Yes | 75 | Yes |
| 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-Dan Jord JV I/S | 100 | Yes | 60 | Yes |
| Aarsleff-Interbeton J.V. I/S | 50 | Yes | 50 | Yes |
| Aarsleff-Kamco J.V. I/S | 50 | Yes | 50 | Yes |
| Aarsleff Langelinie JV I/S | 100 | Yes | 95 | Yes |
| Aarsleff-NCC Vejanlæg (Split Joint Venture) | 54 | Yes | 54 | Yes |
| Aarsleff Nørreport I/S | 100 | Yes | 25 | Yes |
| Aarsleff/Permagreen Konsortium I/S | 73 | Yes | ||
| Aarsleff-Petri & Haugsted JV I/S | 100 | Yes | 50 | Yes |
| Aarsleff Rail Nørreport I/S | 100 | Yes | 25 | Yes |
| Aarsleff-Salcon J.V. I/S (Split Joint Venture) | 60 | Yes | 60 | Yes |
| Aarsleff-Seth J.V. I/S | 50 | Yes | 50 | Yes |
| Aarsleff-VG J.V. I/S | 100 | Yes | 50 | Yes |
| Aarsleff-Wicotec Kirkebjerg J.V. I/S | 100 | 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 Ballast Nedam Dredging BAM International B.V. Bejstrup Holding ApS Bilfinger Berger AG Boskalis International bv
Damacon A/S Doraco Sp. z o.o. Geo Hochtief Construction AG Interbeton bv Kamco A/S Kremmer Jensen ApS
Leonhard Weiss GmbH & Co. KG NCC Construction Sverige AB NCC Danmark A/S Permagreen Grønland A/S Salcon Engineering Berhad Seth SA Strukton Rail A/S
Foreign branch offices
Beirut, Lebanon Colombo, Sri Lanka Kaunas, Lithuania Kiev, Ukraine Nuuk, Greenland Porto, Portugal Riga, Latvia Szczecin, Poland
Financial statements of the parent company
| Page | ||
|---|---|---|
| Table of contents Accounting policies Income statement Balance sheet Statement of changes in equity |
81 83 84 86 |
|
| Notes | ||
| 1 | Net revenue | 87 |
| 2 | Staff costs | 87 |
| 3 | Fees to auditors appointed by the Annual General Meeting | 87 |
| 4 | Other operating income and expenses | 88 |
| 5 | Financial income and expenses | 88 |
| 6 | Corporation tax | 88 |
| 7 | Intangible assets and property, plant and equipment | 89 |
| 8 | Investments in subsidiaries and associates | 90 |
| 9 | Inventories | 90 |
| 10 | Equity | 91 |
| 11 | Other provisions | 91 |
| 12 | Time of maturity, short-term debt and long-term debt | 91 |
| 13 | Contingent liabilities and other financial obligations | 92 |
| 14 | Related party transactions | 93 |
| 15 | Currency and interest rate risks and the use of derivative financial instruments | 93 |
parent company
A c c o u n t i n g p o l i c i e s
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 NASDAQ OMX Copenhagen A/S in respect of the financial reporting of companies listed on the stock exchange.
For accounting policies refer to note 1 to the consolidated financial statements on page 50. 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 the next page for a description of the main differences between DK GAAP and IFRS in the denomination of the items.
The accounting policies applied are unchanged from those applied in the previous year.
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.
Per Aarsleff A/S is the 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.
Consolidated financial statements
parent company
Terminology
82
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)
Income statement
1/10-30/9 parent company
| Note | tDKK | 2013/2014 | 2012/2013 |
|---|---|---|---|
| 1 | Net revenue | 4,241,036 | 3,646,700 |
| 2 | Production costs | -3,803,640 | -3,321,775 |
| Gross profit | 437,396 | 324,925 | |
| 2, 3 | Administrative expenses and selling costs | -261,493 | -228,950 |
| 4 | Other operating income and expenses | 150 | 96 |
| Operating profit | 176,053 | 96,071 | |
| 8 | Share of profit in subsidiaries | 105,171 | 73,010 |
| 8 | Share of profit in associates | 469 | 78 |
| Profit before interest | 281,693 | 169,159 | |
| 5 | Financial income | 1,442 | 2,142 |
| 5 | Financial expenses | -7,742 | -7,243 |
| Profit before tax | 275,393 | 164,058 | |
| 6 | Tax on profit for the year | -34,559 | -25,230 |
| Profit for the year | 240,834 | 138,828 | |
| Proposed distribution of profit | |||
| Reserve for net revaluation under the equity method | 12,815 | -39,946 | |
| Transferred from the profit for the year | 194,044 | 156,124 | |
| Dividend to shareholders | 33,975 | 22,650 | |
| Total | 240,834 | 138,828 | |
Balance sheet
84
Assets parent company
| Note tDKK |
30/9 2014 | 30/9 2013 |
|---|---|---|
| Patents and other intangible assets | 493 | 0 |
| 7 Intangible assets |
493 | 0 |
| Land and buildings | 281,312 | 287,235 |
| Plant and machinery | 408,569 | 387,203 |
| Other fixtures and fittings, tools and equipment | 18,593 | 11,211 |
| Property, plant and equipment in progress | 20,026 | 4,423 |
| 7 Property, plant and equipment |
728,500 | 690,072 |
| 8 Investments in subsidiaries |
1,060,213 | 1,061,154 |
| 8 Investments in associates |
12,142 | 14,175 |
| Receivables from subsidiaries | 2,329 | 2,425 |
| Fixed asset investments | 1,074,684 | 1,077,754 |
| Total fixed assets | 1,803,677 | 1,767,826 |
| 9 Inventories |
62,416 | 57,084 |
| Contracting debtors | 951,314 | 605,818 |
| Work in progress | 226,274 | 170,028 |
| Receivables from subsidiaries | 297,396 | 373,925 |
| Receivables from associates | 8,030 | 12,479 |
| Other receivables | 67,066 | 29,613 |
| Total receivables | 1,550,080 | 1,191,863 |
| Cash | 271,291 | 252,113 |
| Total current assets | 1,883,787 | 1,501,060 |
| Total assets | 3,687,464 | 3,268,886 |
B a l a n c e s h e e t
Equity and liabilities parent company
| Note | tDKK | 30/9 2014 | 30/9 2013 |
|---|---|---|---|
| Share capital | 45,300 | 45,300 | |
| Reserve for net revaluation under the equity method | 272,283 | 259,468 | |
| Retained earnings | 1,534,607 | 1,340,608 | |
| Proposed dividend | 33,975 | 22,650 | |
| 10 | Equity | 1,886,165 | 1,668,026 |
| 6 | Deferred tax | 159,143 | 101,407 |
| 11 | Other provisions | 54,791 | 28,808 |
| Total provisions | 213,934 | 130,215 | |
| Mortgage debt | 133,115 | 135,031 | |
| Total long-term debt | 133,115 | 135,031 | |
| Mortgage debt | 1,886 | 1,834 | |
| Credit institutions | 180,371 | 506,834 | |
| Work in progress | 300,653 | 176,077 | |
| Trade payables | 577,702 | 353,649 | |
| Payables to subsidiaries | 175,174 | 97,248 | |
| Payables to associates | 0 | 0 | |
| Corporation tax payable | 13,463 | 52,428 | |
| Other liabilities | 205,001 | 147,544 | |
| Total short-term debt | 1,454,250 | 1,335,614 | |
| 12 | Total debt | 1,587,365 | 1,470,645 |
| Total equity and liabilities | 3,687,464 | 3,268,886 |
Notes without reference:
13 Contingent liabilities and other financial obligations
14 Related party transactions
15 Currency and interest rate risks and the use of derivative financial instruments
Statement of changes in equity
86
parent company
| Reserve for | |||||
|---|---|---|---|---|---|
| net revaluation | |||||
| tDKK | Share capital |
under the equity method |
Retained earnings |
Proposed dividend |
Total |
| Equity at 1 October 2013 | 45,300 | 259,468 | 1,340,608 | 22,650 | 1,668,026 |
| Changes in equity 2013/2014 | |||||
| Exchange rate adjustments of foreign companies | -7,981 | -7,981 | |||
| Reversal of fair value adjustments of derivative financial instruments, | |||||
| transferred to the income statement (net financials) | 1,243 | 1,243 | |||
| Exhange rate adjustments of derivative financial instruments | 6,268 | 6,268 | |||
| Tax on derivative financial instruments | -1,840 | -1,840 | |||
| Net gain/loss recognised directly in equity | 0 | 0 | -2,310 | 0 | -2,310 |
| Dividend paid | -22,650 | -22,650 | |||
| Dividend, treasury shares | 2,265 | 2,265 | |||
| Profit for the year | 12,815 | 194,044 | 33,975 | 240,834 | |
| Total changes in equity in 2013/2014 | 0 | 12,815 | 193,999 | 11,325 | 218,139 |
| Equity at 30 September 2014 | 45,300 | 272,283 | 1,534,607 | 33,975 | 1,886,165 |
| Note | tDKK | 2013/2014 | 2012/2013 |
|---|---|---|---|
| 1 | Net revenue | ||
| Income from construction contracts | 4,241,036 | 3,646,700 | |
| Total | 4,241,036 | 3,646,700 | |
| Business segments | |||
| Construction Piling |
2,908,486 534,172 |
2,496,576 411,518 |
|
| Pipe Technologies | 798,378 | 738,606 | |
| Total | 4,241,036 | 3,646,700 | |
| Geographical allocation | |||
| Denmark | 2,894,998 | 2,310,330 | |
| Abroad | 1,346,038 | 1,336,370 | |
| Total | 4,241,036 | 3,646,700 | |
| 2 | Staff costs | ||
| Wages, salaries and remuneration | 898,215 | 716,331 | |
| Pensions | 44,223 | 35,267 | |
| Other costs, social security costs etc. | 21,588 | 19,113 | |
| Total | 964,026 | 770,711 | |
| Of this figure, consideration for: | |||
| Remuneration, Board of Directors | 1,880 | 1,880 | |
| Remuneration, Executive Management | 8,006 | 7,469 | |
| Total | 9,886 | 9,349 | |
| Average number of full-time employees | 1,696 | 1,430 | |
| 3 | Fees to auditors appointed by the Annual General Meeting | ||
| PricewaterhouseCoopers Other auditors |
2,324 388 |
2,318 258 |
|
| Total | 2,712 | 2,576 | |
| Fees to PricewaterhouseCoopers can be specified as follows: | |||
| Statutory audit | 757 | 744 | |
| Other assurance engagements | 63 | 29 | |
| Tax assistance | 1,067 | 548 | |
| Other services | 437 | 997 | |
| Total | 2,324 | 2,318 | |
| Fees to other auditors can be specified as follows: | |||
| Tax assistance | 227 | 228 | |
| Other services | 161 | 30 | |
| Total | 388 | 258 |
Notes
88
parent company
| Note tDKK |
2013/2014 | 2012/2013 |
|---|---|---|
| 4 Other operating income and expenses |
||
| Other operating income | 540 | 992 |
| Other operating expenses | -390 | -896 |
| Total | 150 | 96 |
| 5 Financial income and expenses |
||
| Foreign exchange gain, net | 0 | 1,326 |
| Other interest income | 1,442 | 816 |
| Financial income | 1,442 | 2,142 |
| Foreign exchange loss, net | 2,024 | 0 |
| Mortgage interest | 4,358 | 4,383 |
| Other interest costs | 1,360 | 2,860 |
| Financial expenses | 7,742 | 7,243 |
| Net financials | -6,300 | -5,101 |
| 6 Corporation tax Tax on profit for the year can be broken down as follows: Current tax Effect of gradual reduction of Danish tax rate Merger adjustment |
92,295 -55,666 -2,070 |
53,950 -18,198 0 |
| Effect of changed tax rate Total |
0 34,559 |
-10,522 25,230 |
| Total tax for the year can be broken down as follows: Tax on profit for the year Tax on changes in equity |
34,559 1,840 |
25,230 1,042 |
| Total | 36,399 | 26,272 |
| Deferred tax concerns: Intangible assets Property, plant and equipment |
297 23,069 |
693 20,608 |
| Work in progress | 136,192 | 121,384 |
| Other current assets | 3,443 | 1,597 |
| Other debt | -61 | 0 |
| Tax losses allowed for carryforward | -3,797 | -42,875 |
| Deferred tax at 30 September | 159,143 | 101,407 |
parent company
Note tDKK
7 Intangible assets and property, plant and equipment
| Patents | Other fixtures | |||||
|---|---|---|---|---|---|---|
| and other | and fittings, | Property, plant | ||||
| intangible | Land and | Plant and | tools and | and equipment | ||
| Goodwill | assets | buildings | machinery | equipment | in progress | |
| Cost at 1 October 2013 | 7,754 | 3,281 | 390,403 | 1,033,151 | 61,760 | 4,423 |
| Merger adjustments | 9,762 | 1,708 | ||||
| Additions during the year | 623 | 1,527 | 93,002 | 5,046 | 64,633 | |
| Disposals during the year | -83,374 | -13,289 | -1,822 | |||
| Transfers | 4,343 | 33,461 | 9,404 | -47,208 | ||
| Cost at 30 September 2014 | 7,754 | 3,904 | 396,273 | 1,086,002 | 64,629 | 20,026 |
| Depreciation, amortisation and impairment | ||||||
| losses at 1 October 2013 | 7,754 | 3,281 | 103,168 | 645,948 | 50,549 | |
| Merger adjustments | 4,375 | 1,220 | ||||
| Depreciation and amortisation during the year | 130 | 11,793 | 99,305 | 7,400 | ||
| Assets sold during the year | -72,195 | -13,133 | ||||
| Depreciation, amortisation and impairment | ||||||
| losses at 30 September 2014 | 7,754 | 3,411 | 114,961 | 677,433 | 46,036 | |
| Carrying amount at 30 September 2014 | 0 | 493 | 281,312 | 408,569 | 18,593 | 20,026 |
notes
90
parent company
Note tDKK
8 Investments in subsidiaries and associates
| Investments in subsidiaries |
Investments in associates |
|
|---|---|---|
| Cost at 1 October 2013 | 832,807 | 16,489 |
| Merger adjustment | -6,986 | |
| Additions during the year | 500 | |
| Cost at 30 September 2014 | 826,321 | 16,489 |
| Value adjustment at 1 October 2013 | 228,347 | -2,314 |
| Merger adjustment | -16,727 | |
| Transferred to write-down of other receivables | 425 | |
| Profit after tax | 114,899 | 469 |
| Amortisation of goodwill | -8,727 | |
| Amortisation of other intangible assets | -1,001 | |
| Received dividend | -75,119 | -2,767 |
| Exchange rate adjustments | -8,205 | 265 |
| Value adjustment at 30 September 2014 | 233,892 | -4,347 |
| Carrying amount at 30 September 2014 | 1,060,213 | 12,142 |
| Of this figure, goodwill amounts to | 68,011 |
As at 1 October 2013, Per Aarsleff A/S has merged with its 100% owned subsidiary Brødrene Hedegaard A/S. The merger is carried out according to the uniting-of-interests method.
The legal entities in the Aarsleff Group are listed on pages 78-79 of the consolidated financial statements.
| 30/9 2014 | 30/9 2013 | |
|---|---|---|
| 9 Inventories |
||
| Raw materials and consumables | 62,416 | 57,084 |
| Total | 62,416 | 57,084 |
parent company
Note tDKK
10 Equity
Share capital
The composition of share capital and treasury shares is stated in note 18 to the consolidated financial statements.
11 Other provisions
| 30/9 2014 | 30/9 2013 | |
|---|---|---|
| Other provisions at 1 October | 28,808 | 88,901 |
| Completed contracts transferred from work in progress | 3,217 | 2,858 |
| Used during the year | -3,541 | -64,734 |
| Reversal of unused warranty commitments | -4,465 | -9,844 |
| Provisions for the year | 30,772 | 11,627 |
| Other provisions at 30 September | 54,791 | 28,808 |
| Other provisions falling due for payment less than one year after the balance sheet date | 6,851 | 15,147 |
Provisions at 30 September 2014 comprise warranty commitments on completed contracts for which the warranty period runs for up to 5 years from the date of handing over. The provisions have been stated on the basis of historical warranty expenses and in consideration of known warranty commitments. The majority of the expenses are expected to be incurred wihin 3 years.
12 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:
| Carrying | ||||
|---|---|---|---|---|
| 30 September 2014 | amount | Within 1 year | 1-5 years | After 5 years |
| Mortgage debt | 135,001 | 1,886 | 33,838 | 99,277 |
| Credit institutions | 180,371 | 180,371 | ||
| Trade payables | 577,702 | 577,702 | ||
| Payables to subsidiaries | 175,174 | 175,174 | ||
| Total short-term debt and long-term debt | 1,068,248 | 935,133 | 33,838 | 99,277 |
| Carrying | ||||
| 30 September 2013 | amount | Within 1 year | 1-5 years | After 5 years |
| Mortgage debt | 136,865 | 1,834 | 25,548 | 109,483 |
| Credit institutions | 506,834 | 506,834 | ||
| Trade payables | 353,649 | 353,649 | ||
| Payables to subsidiaries | 97,248 | 97,248 | ||
| Total short-term debt and long-term debt | 1,094,596 | 959,565 | 25,548 | 109,483 |
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.
notes
92
parent company
| tDKK | 30/9 2014 | 30/9 2013 |
|---|---|---|
| Contingent liabilities and other financial obligations | ||
| Operating leases | ||
| Future rent and lease payments under non-cancellable contracts (minimum lease payments): | ||
| Maturity within 1 year | 19,237 | 69,091 |
| Maturity between 2 and 5 years | 35,835 | 34,100 |
| Maturity over 5 years | 0 | 0 |
| Total | 55,072 | 103,191 |
| Expensed lease payments for the year | 22,440 | 209,474 |
| Operating leasing commitments concern cars, technical plant and machinery as well as furniture and fittings. The term of the contracts in the parent company is maximum 5 years at 30 September 2014. |
||
| Capital and purchase commitments | ||
| Investment in property, plant and equipment | 11,400 | 1,315 |
| Contingent assets and liabilities | ||
| Guarantees for liabilities of subsidiaries | 67,584 | 135,458 |
| 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 support in connection with the presentation of 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 (UK) Limited | ||
| - Aarsleff Grundläggnings AB | ||
| The Group's Danish companies are jointly and severally liable for tax of the Group's jointly taxed income etc. Through the Danish joint taxation, a subsidiary has used losses in foreign subsidiaries. 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 | 182,353 | 185,589 |
| 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 2014, total payables amount to DKK 563 million against DKK 510 million at 30 September 2013 of which DKK 335 million and DKK 267 million, respectively, are recognised in the balance sheet. The company does not |
parent company
Note tDKK
14 Related party transactions
For transactions with related parties refer to note 22 to the consolidated financial statements.
15 Currency and interest rate risks and the use of derivative financial instruments
For the use of derivative financial instruments as well as risks and capital management refer to note 20 to the consolidated financial statements.
addresses
94
Per Aarsleff A/S
Lokesvej 15 8230 Aabyhoej, Denmark Tel. +45 8744 2222 Fax +45 8744 2249 [email protected] www.aarsleff.com
Dan Jord A/S
Viengevej 8 8240 Risskov, Denmark Tel. +45 8621 2655 Fax +45 8621 1728 [email protected] www.danjord.dk
Petri & Haugsted AS
Islevdalvej 181 2610 Rødovre, Denmark Tel. +45 4488 7700 Fax +45 4488 7701 [email protected] www.petri-haugsted.dk
Wicotec Kirkebjerg A/S
Roskildevej 338 PO Box 10 2630 Taastrup, Denmark Tel. +45 4422 0000 Fax +45 4332 4252 [email protected] www.wk-as.dk
PAA Project Finance A/S
Industriholmen 2 2650 Hvidovre, Denmark Tel. +45 3634 4550 Fax +45 3634 4559 [email protected] www.paaprojectfinance.dk
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-e.dk
Per Aarsleff Grønland ApS
Imaneq 18 PO Box 319 3900 Nuuk, Greenland Tel. +45 8744 2222
Aarsleff Rohrsanierung GmbH
Sulzbacher Straße 47 90552 Röthenbach/Pegnitz, Germany Tel. +49 911 95773 0 Fax +49 911 95773 33 [email protected] www.aarsleff-gmbh.de
Danpipe A/S
Birkemosevej 32 8361 Hasselager, Denmark Tel. +45 3288 4600 [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.aarsleffpipe.se
Aarsleff Oy
Alhonniituntie 6 01900 Nurmijärvi, Finland Tel. +358 9 290 2280 [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 [email protected]
Per Aarsleff A/S Latvijas filiale
Uriekstes str. 3, 2. 1005 Riga, Latvia Tel. +371 67382 392 Fax +371 67382 229 [email protected]
Aarsleff AS
Bregneveien 28 1664 Rolvsøy, Norway Tel. +47 47 707 452 [email protected] www.aarsleffpipe.com
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 Grundläggning AB
Äsperedsgatan 9 424 57 Gunnilse, Sweden Tel. +46 31 330 32 30 Fax +46 31 330 32 39 [email protected] www.aarsleff.se
photographers
Chili foto & arkiv Jakob Mark Jakob Richter Jan Kofod Winther Stiig Hougesen, SH Luftfoto 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