Earnings Release • May 6, 2013
Earnings Release
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TKH Group N.V. (TKH) Q4 and annual results 2012
| (in € million unless otherwise stated) | Q4 | Q4 | Difference | |
|---|---|---|---|---|
| 2012 | 2011 | in % | ||
| Turnover | 300.1 | 257.6 | + | 16.5 |
| EBITA before one-off expenses 1) | 29.0 | 23.1 | + | 25.8 |
| EBITA | 20.8 | 23.1 | - | 9.7 |
| Net profit before amortisation 2) and one-off income and |
||||
| expenses, attributable to shareholders 3) | 16.3 | 15.1 | + | 8.2 |
| ROS | 9.7% | 9.0% |
| (in € million unless otherwise stated) | 2012 | 2011 | Difference in % |
|
|---|---|---|---|---|
| Turnover | 1,102.4 | 1,061.1 | + | 3.9 |
| EBITA before one-off expenses 1) | 86.2 | 92.1 | - | 6.4 |
| EBITA | 74.0 | 90.1 | - | 17.8 |
| Net profit before amortisation 2) and one-off income and |
||||
| expenses, attributable to shareholders 3) | 47.8 | 60.5 | - | 20.9 |
| Net profit | 31.0 | 54.1 | - | 42.7 |
| Net earnings attributable to shareholders per ordinary | 0.77 | 1.44 | - | 46.5 |
| share (in €) | ||||
| Solvency | 41.1% | 45.6% | ||
| ROS | 7.8% | 8.7% | ||
| ROCE | 16.0% | 21.5% | ||
| Dividend proposal 2012 (in €) | 0.65 | 0.75 |
1) The one-off expenses are one-off restructuring costs of € 8.0 million and impairments of € 3.3 million, both included in the fourth quarter 2012 and acquisition costs of € 4.2 million (2011: € 2 million), of which € 0.2 million has been included in the fourth quarter 2012 results.
2) Amortisation intangible fixed assets relating to acquisitions (after taxes).
3) The one-off income and expenses 2012 are the above mentioned restructuring and acquisition costs of € 12.2 million, impairments of € 3.3 million, release of the provisions for earn-out and put-options of € 3.0 million, as well as a tax credit on same of € 2.8 million.
Alexander van der Lof, CEO of technology firm TKH: "The year 2012 was dominated by challenging market conditions in the building and construction sector and a certain degree of reluctance to invest in the industrial sector. However, with a ROS of 9.7%, the fourth quarter showed that thanks to its strong strategy TKH can realise solid results even in difficult conditions. TKH made considerable progress in 2012 in bolstering its foundations in the field of technology and will continue to do so in the years to come."
In 2012, turnover was up € 41.3 million (3.9%) at € 1,102.4 million, from € 1,061.1 million in 2011. Acquisitions lifted turnover by 9.1%. Reduced raw material prices had a negative impact of 0.2% on turnover. On balance, turnover fell by 5.0% organically.
Building Solutions showed the strongest increase in turnover, booking a rise of 14.3%. Turnover in Telecom Solutions was up by 3.3%. However, Industrial Solutions recorded a decline of 3.8%. For the full-year 2012, Industrial Solutions accounted for 45% of turnover, down from 49% in 2011, while the share from Building Solutions increased to 40%, from 36%. Telecom Solutions accounted for 15% of turnover, unchanged from the previous year. Innovations once again made a strong contribution to turnover, accounting for 21.2%, compared with 22.8% in 2011.
The gross margin was up in 2012 at 40.9%, from 38.9% in 2011. Operating costs excluding one-off expenses, as a percentage of turnover, rose to 33.1% in 2012, from 30.2% in 2011. When acquisitions are also excluded, operating costs in 2012 were at a comparable level to 2011. While the cost level was higher in the first half of 2012 compared with the same period 2011, we brought this more into line with market conditions in the second half. Depreciations came in at € 17.5 million, above the € 15.3 million booked in 2011, due to the higher level of investments in 2011 and 2012.
The operating result before amortisation of intangible assets and one-off income and expenses fell by 6.4% to € 86.2 million in 2012, from € 92.1 million in 2011. The EBITA in Telecom Solutions was up 13.5% compared with 2011. At Building Solutions, EBITA rose by 11.9% mainly due to acquisitions. EBITA at Industrial Solutions was 13.8% lower than in the previous year, primarily due to lower order intake in 2011 and in the first half of 2012. The ROS for TKH Group as a whole dropped to 7.8% in 2012, from 8.7% in 2011.
In 2012, an amount of € 4.2 million was spent in relation to acquisition costs, largely for the acquisition of the majority stake in Augusta Technologie (2011: € 2.0 million for the acquisition of Siqura). The one-off expenses for the implementation of efficiency programmes came in at € 8.0 million in 2012 and are included in the costs. In 2012, in the context of these programmes, we also included an impairment of € 3.3 million in the fourth quarter, largely related to loss-making activities in Building Solutions, which will be discontinued and/or divested.
The operating result including these one-off expenses fell by € 16.1 million or 17.8% to € 74.0 million.
Amortisation charges were up € 7.8 million at € 20,9 million, from € 13.1 million in 2011, largely due to the acquisition of KLS Netherlands (2011), Aasset Security and Augusta Technologie.
Financing costs increased to €12.1 million in 2012, from € 7.4 million in 2011. This increase was primarily due to a higher outstanding interest-bearing debt and a negative currency exchange rate effect of € 0.7 million compared to 2011.
The 2012 results include a exceptional gain of € 3.0 million from the release of a provision for earn-out and put-options held by minority shareholders.
The tax burden rose to 23.9% in 2012, from 22.3% in 2011, largely because 2011 included a one-off benefit on previous years from the application of the Dutch innovation tax facility.
Net profit before amortisation and one-off income and expenses, attributable to shareholders came in at € 47.8 million in 2012, down 20.9% from the € 60.5 million reported in 2011. Net profit in 2012 was € 31.0 million, down from € 54.1 million in 2011. Earnings per share before amortisation and one-off income and expenses came in at € 1.28, compared with € 1.63 in 2011. Ordinary earnings per share were € 0.77, from € 1.44 in 2011.
Cash flow from operating activities increased to € 75.2 million, from € 47.4 million in 2011. In 2012, operating capital as a percentage of turnover was 13.1%, up from 11.6% in 2011, largely due to acquisitions.
TKH made net investments in tangible and intangible assets of € 25.7 million in 2012, compared with € 21.9 million in 2011. A large proportion of these related to investments in production locations. TKH also invested € 96.1 million net in acquisitions and participations and € 14.1 million in intangible fixed assets, mainly R&D, patents and licences, which compares to € 7.7 million in 2011. Net bank debt had increased to € 188.2 million at year-end 2012, up € 94.4 million from year-end 2011. The solvency ratio dropped to 41.1% in 2012, from 45.6% in 2011. TKH operates well within the financial ratios agreed with its banks. The net debt/EBITDA ratio was 1.6 and the interest coverage ratio was 9.8.
TKH employed a total staff of 4,736 FTEs at year-end 2012, compared with 4,062 a yearearlier. The increase in the number of employees was almost entirely due to acquisitions.
TKH Group once again devoted considerable attention to its strategic targets and the realisation thereof. Key milestones were the strengthening of our position in vision technology following the acquisition of a majority stake in Augusta Technologie, plus the realisation of our target to book at least 20% of the TKH annual turnover in vision and security systems. These milestones have created opportunities for new growth in selected vertical markets in which TKH can excel thanks to its high-grade technology and added value in the form of services and total solutions. TKH decided to change the name of the 'security systems' segment to 'vision & security systems', partly in view of the strong increase in the share of turnover from vision technology in this segment.
TKH believes there is still room for improvement in the ROS through a shift in the business mix and the positioning of parts of the portfolio in market segments where we can provide greater added value. TKH once again made substantial investments in technology and R&D capacity to ensure that we are able to build on and increase our technological lead. This could in turn lead to new market positions and growth in market share. The ROS dropped to 7.8% in 2012, from 8.7% in 2011, largely due to the high cost level combined with the surplus production capacity in the first half, plus investments in the organisation. The improvement in the ROS in the fourth quarter to 9.7% supports the ambition for further growth. It should be noted that TKH's ROS is always strongest in the fourth quarter.
The strong contribution of 21.2% innovations to 2012 turnover, compared with 22.8% in 2011, once again underlines the success of TKH Group.
Telecom Solutions develops, produces and delivers systems for applications from basic outdoor infrastructure for telecom and CATV networks to indoor home networking. The focus is on providing customers with care-free systems due to the system guarantees we provide. Around 40% of the portfolio consists of optical fibre and copper cable for node-to-node connections. The remaining 60%, consisting of components and systems in the field of connectivity and peripheral equipment, is used mainly in the network's nodes.
| (in € million unless otherwise stated) | 2012 | 2011 | Change in% |
|---|---|---|---|
| Turnover | 167.1 | 161.7 | + 3.3 |
| EBITA 1) | 14.7 | 13.0 | + 13.5 |
| ROS | 8.8% | 8.0% |
1) Before one-off expenses of € 0.4 million in 2012.
Turnover within the Telecom Solutions segment rose by 3.3% to € 167.1 million. This organic increase in turnover came from the segments fibre network systems and indoor telecom systems. The copper network systems segment recorded a decline in turnover.
EBITA rose by 13.5% to € 14.7 million. This increase was due to volume growth and a related improvement in the margin on the back of higher productivity and cost efficiency. This raised the ROS to 8.8% in 2012, from 8.0% in 2011.
Turnover increased by 9.6%, with the biggest rise in turnover booked in the second half of the year, as a result of the recovering market and a greater proportion of IPTV projects. Demand for multimedia systems and upgrades to home networks increased despite pressure on consumer spending, partly because of the increased penetration of fibre networks.
Turnover in this segment was up 11.6%. In particular, Germany and Eastern Europe saw turnover growth, as existing network upgrades and the further penetration of fibre networks became a higher priority. The market demand for fibre in Western Europe increased in volume (kilometres of optical fibre) by 6%. The financing of new networks was not an obstacle, although a number of telecom companies took a more cautious stance on the role-out of fibre networks due to high investments in new 4G networks.
The production capacity expansion in China was successful. We were able to utilise the new production facilities from the second quarter onwards and by the fourth quarter capacity had been doubled year-on-year, to annual production of more than 4.5 million kilometres of optical fibre. The new production technology has led to a major increase in efficiency in terms of material use and production rate. Thanks to this, the margin in this segment has improved, despite increased pressure on prices. We strengthened our position in France and made preparations to take advantage of growth in this market by setting up a local entity.
Turnover in this segment dropped 19.2%. After a short-lived upturn in 2011 due to a backlog in network maintenance, market demand declined considerably in 2012. The continued shift of priority to fibre networks and the investments by telecom operators in 4G networks are accelerating the decline in investments in this segment. Margins were down as a result of the drop in turnover but remained positive on the back of effective cost controls.
Building Solutions develops, produces and delivers solutions in the field of efficient electro technical technology ranging from applications within buildings to technical systems which, linked to software, provide efficiency solutions for the care and security sectors. The know-how focuses on vision technology and connectivity systems combined with efficiency solutions to reduce the throughput-time for the realization of installations within buildings. In addition, the segment focuses on intelligent video, intercom and access monitoring systems for a number of specific sectors, including elderly care, parking and security for buildings and work sites.
| (in € million unless otherwise stated) | 2012 | 2011 | Change in% |
|---|---|---|---|
| Turnover | 436.9 | 382.1 | + 14.3 |
| EBITA | 22.9 | 20.5 | + 11.9 |
| ROS | 5.3% | 5.4% |
1) Before one-off expenses of € 7.6 million in 2012 (2011: € 2.0 million).
Turnover in the Building Solutions segment was up 14.3%, with acquisitions accounting for 18.7% of turnover growth. Organic turnover was down 4.0%. Lower raw material prices had a negative impact of 0.3%. Organic turnover in the fourth quarter fell 9.0% due to the continued deterioration in the building and construction sector, especially in Europe, and a reduction in inventories. In the course of 2012, we anticipated a continued decline in the building and construction markets and took measures to reduce costs and launched an efficiency programme.
The EBITA before one-off income and expenses increased to € 22.9 million. The vision technology activities of Augusta Technologie made a considerable contribution of € 8.8 million. The efficiency measures we took and the better match between capacity and market demand improved the result on sales considerably. In the fourth quarter, the ROS came in at 7.9%, excluding the contribution from Augusta Technologie (Q4 2011: 5.6%). In particular the results from the segments connectivity and security showed an improvement, whereby in the fourth quarter, the market conditions for the connectivity segment were particularly challenging. The ROS for the full year fell slightly to 5.3% from 5.4% a year earlier.
Turnover in Building Technologies was up 11.1%, with 3.6% of this from acquisitions. There was a considerable increase in the contribution from care systems for both intramural and extramural care. The market for remote healthcare seems to be increasingly open to new technologies that facilitate better and more efficient health care. TKH technologies are an effective response to this demand. The increased demand for healthcare systems compensated for the drop in demand in the building and construction sector. Efficiency solutions in the field of energy-saving lighting systems and intelligent parking systems also outperformed the market.
Turnover in this segment was up 47.0%. The increase was due to the acquisitions of Aasset Security and Augusta Technologie. Organic turnover was down 10%. The market conditions in the building and construction sector and the reduction in public sector investments had a strongly negative impact on growth. Thanks to expansion outside the Netherlands and the increasing demand for TKH's efficient technological solutions, we were able to counteract to some extent the impact of the deteriorating market conditions. TKH's leading position in vision technology plays a key role in this. The growing need to replace the human eye with cameras in the field of security, as well as for process and product controls, means that investments in this segment are becoming an ever greater priority. TKH's positioning in the market for vision and security-related tunnel technologies developed positively.
Turnover was down 5.9% due to lower raw material prices (effect of 0.7%) and the reduction of inventories at our production companies. Excluding these effects, turnover was more or less unchanged from the previous year. The market conditions were challenging due to the reduced market volume in the building and construction sector, as well as in the infra and solar market. Measures introduced in the course of 2012 to improve efficiency, strengthen the commercial organisation and increase internationalisation meant that despite the strong decline in demand, billed turnover was more or less unchanged and the result improved in the fourth quarter. We made substantial investments in the development of the portfolio, services and the organisation to boost our market positions in the niches in which TKH is active.
Industrial Solutions, develops, produces and delivers solutions ranging from specialty cable, plug and play cable systems to integrated systems for the production of car and truck tyres. Its knowledge in the field of automation of production processes and the improvement of the reliability of production systems gives TKH the distinctive ability to respond to the need in a number of specialized industrial sectors, such as tyre manufacturing, robotics, medical and machine construction industries, to increasingly outsource the construction of production systems or modules.
| (in € million unless otherwise stated) | 2012 | 2011 | Change in% |
|---|---|---|---|
| Turnover | 497.6 | 517.2 | - 3.8 |
| EBITA | 60.0 | 69.6 | - 13.8 |
| ROS | 12.1% | 13.5% |
Turnover in the Industrial Solutions segment dropped to € 497.6 million. On average lower raw material prices had a negative impact of 0.3% on turnover. The acquisition Augusta Technologie accounted for 4.8% of turnover. The organic drop in turnover was 8.3%. The decline in turnover was due to a reluctance to invest that has been affecting the market for capital goods since mid-2011.
EBITA dropped to € 60 million. In percentage terms, the decline in EBITA was greater than that in turnover due to a relatively high cost level related to maintaining production capacity for projected medium-term growth. From the third quarter onwards, order intake increased compared to previous quarters. The ROS dropped to 12.1% in 2012, from 13.5% in 2011, but remained at a healthy level.
Turnover in the connectivity systems segment dropped 3.4%. Lower raw material prices had a negative impact of 0.6% on turnover. The reluctance to invest in the industrial sector had a negative impact on the turnover in the machine construction and automotive sectors. We were able to offset some of the decline in some sectors through further internationalisation and by focusing on innovations for the medical sector and the robotics sector in the form of complete cable systems. The fourth quarter saw organic growth in this segment.
Turnover in manufacturing systems was down by 4.2%. The organic drop in turnover came in at 13.3%, largely due to the low level of investments in the tyre manufacturing industry, as a result of the developments in the automotive sector that date back to mid-2011. The ensuing reduction in order intake translated into reduced turnover for the tyre manufacturing systems segment in 2012. A positive development was the higher order intake realised from the third quarter onwards. This confirms that the previously announced medium-term investment plans in the tyre manufacturing industry are now taking shape. The need for greater efficiency and quality improvements is a good motivator for investments in TKH's technology, despite less positive developments in the automotive sector. We expanded R&D capacity to increase our technological lead and target an increase in market share.
The remaining segments in manufacturing systems booked an increase in order intake and a rise in turnover.
At the General Meeting of Shareholders to be held on 7 May 2013, TKH will propose to pay a dividend of € 0.65 per (depository receipt for a) share for 2012, compared with € 0.75 in 2011. This is equivalent to a pay-out ratio of 50.8% of the net profit before amortisation and one-off income and expenses and 84.4% of net profit. TKH will propose that the dividend be paid out in the form of an optional dividend, in cash or shares, and that it be charged to the reserves, The pay-out of the dividend in shares will be determined one day after the end of the optional period on the basis of the average share price in the last five trading days of said optional period, which will end on 27 May 2013. The dividend will be payable, either in cash or in shares, on 30 May 2013.
At the General Meeting of Shareholders of 7 May 2013, Messrs H.J. Hazewinkel and P.P.F.C. Houben will step down as members of the Supervisory Board, in line with the prevailing rotation schedule. Messrs Hazewinkel and Houben are eligible for reappointment and they will be nominated for reappointment during the General Meeting of Shareholders of 7 May 2013.
TKH Group NV currently voluntarily applies the complete Dutch large company regime. In the General Meeting of Shareholders of 2009, TKH pledged that the subject would return to the agenda if, for a consecutive period of two years, the percentage of staff employed in the Netherlands were to fall to or below 45%. The percentage of TKH staff employed in the Netherlands in 2011 and 2012 was below 45%. The company will therefore propose to the General Meeting of Shareholders that the limited large company regime be introduced. We will also propose that the 2013 General Meeting of Shareholders adopt a resolution to amend the articles of association in order to implement the limited large company regime.
TKH operates in a number of segments with varying market conditions. It is unclear what impact if any the economic conditions will have in 2013.
In Telecom Solutions, we expect continued growth in investments in optical fibre networks. European plans to roll out FFTH connections have now been clarified and we are in a solid position in the European market to grow in line with market growth. Turnover in copper networks will continue to decline in line with the shift in investments towards optical fibre networks.
In Building Solutions, we expect a continued decline in investment levels in the building and construction sector and a continuation of challenging market conditions. This will impact margins in this segment, which together with lower volumes will have a negative impact on profit. However, a number of market niches have potential for growth. Due to the consolidation of Augusta Technologie for the full year 2013, on balance we expect to realise profit growth in Building Solutions.
In Industrial Solutions, the order intake increased in the second half of 2012 and this is likely to result in an improvement from the second quarter of 2013. However, it is unclear to what extent this growth in order intake will continue in the coming quarters, in view of the difficult conditions in the automotive sector. A further increase in market share, on the back of our strong technological positioning, does offer perspective for growth in the medium-term. At the moment, we expect the 2013 result in this segment to be in line with the 2012 result.
In view of the uncertain economic conditions in a number of segments, it is too early to make a profit forecast for 2013 for TKH as a whole. As usual, we will aim to publish a forecast for the full year 2013 profit at the presentation of the half-year results in August 2013.
Haaksbergen, 6 March 2013
Executive Board
| For further information: | ||
|---|---|---|
For further information: J.M.A. (Alexander) van der Lof, Chairman of the Executive Board tel. + 31 (0)53 5732903 Internet: www.tkhgroup.com
6 May 2013 Trading update Q1 2013 7 May 2013 General Meeting of Shareholders 21 August 2013 Publication interim figures 2013 6 November 2013 Trading update Q3 2013
Technology company TKH Group NV (TKH) is an internationally active group of companies that specialises in the creation and delivery of innovative Telecom, Building and Industrial Solutions.
Telecom Solutions develops, produces and supplies systems ranging from outdoor infrastructure for telecom and CATV networks through to indoor home networking applications. TKH Telecom Solutions operates in three distinct sub-segments: optical fibre networks, copper networks and indoor telecom systems.
Building Solutions develops, produces and supplies solutions in the field of efficient electrotechnology ranging from applications within buildings through to technical systems that – combined with software – provide efficiency solutions for among others the care, traffic and security sectors. Building Solutions operates in three distinct sub-segments: building technologies, vision & security systems and connectivity systems.
Industrial Solutions, develops, produces and supplies solutions ranging from specialty cable, "plug and play" cable systems through to integrated systems for the production of care and truck tyres. Industrial Solutions operates in two distinct sub-segments: connectivity systems and manufacturing systems.
TKH's continuous focus on research and development gives the company a portfolio of products and services that guarantee technologically-advanced solutions. TKH and its various operating companies are active worldwide. Growth is concentrated in North West and Central and Eastern Europe and Asia. In 2012, TKH booked turnover of € 1.1 billion with a workforce of 4,736 employees.
| 2012 | 2011 | |||
|---|---|---|---|---|
| Net turnover 1) | 1,100,178 | 1,060,179 | ||
| Other operating income | 2,204 | 902 | ||
| Total turnover | 1,102,382 | 1,061,081 | ||
| Costs of raw materials, consumables, trade products and | ||||
| subcontracted work | 651,758 | 648,597 | ||
| Personnel expenses | 241,620 | 209,790 | ||
| Depreciation | 17,494 | 15,276 | ||
| Amortisation | 20,876 | 13,055 | ||
| Impairment | 3,318 | 0 | ||
| Other operating expenses | 117,466 | 97,311 | ||
| Total operating expenses | 1,052,532 | 984,029 | ||
| Operating result | 49,850 | 77,052 | ||
| Financial income and expenses | -12,059 | -7,490 | ||
| Change in value of provisions for earn out and put | ||||
| options minority shareholders | 2,965 | 0 | ||
| Share in result of associates | -67 | 82 | ||
| Result before tax | 40,689 | 69,644 | ||
| Tax on profit | 9,722 | 15,563 | ||
| Net result | 30,967 | 54,081 | ||
| Attributable to: | ||||
| Shareholders of the company | 28,753 | 53,481 | ||
| Minority interest | 2,214 | 600 | ||
| 30,967 | 54,081 | |||
| Earning per share | ||||
| Weighted average number of shares (x 1,000) | 37,512 | 37,146 | ||
| Weighted average number of shares for the purpose of | ||||
| diluted earnings per share (x 1,000) | 37,623 | 37,293 | ||
| Ordinary earnings per share before amortisation and | ||||
| one-off income and expenses (in €)2) | 1.28 | 1.63 | ||
| Ordinary earnings per share before amortisation (in €) 3) | 1.01 | 1.57 | ||
| Ordinary earnings per share (in €) | 0.77 | 1.44 | ||
| Diluted earnings per share (in €) | 0.76 | 1.43 | ||
1) Inclusive changes in inventory of finished goods, work in progress and construction contracts of € -28.9 million (2011: € 85.6 million).
2) In the operating expenses 2012 is included impairments and one-off expenses of € 12.2 million as a result of restructuring and acquisitions (2011: € 2.0 million)
3) Non IFRS compulsory note
In thousands of Euros
| 2012 | 2011 | |||
|---|---|---|---|---|
| Assets | ||||
| Non-current assets | ||||
| Intangible non-current assets | 342,657 | 204,228 | ||
| Tangible non-current assets | 191,561 | 167,665 | ||
| Investment property | 3,480 | 3,370 | ||
| Financial non-current assets | 16,995 | 12,637 | ||
| Deferred tax assets | 13,050 | 10,157 | ||
| Total non-current assets | 567,743 | 398,057 | ||
| Current assets | ||||
| Inventories | 196,658 | 164,803 | ||
| Receivables | 151,162 | 140,584 | ||
| Construction contracts for third parties | 48,380 | 46,258 | ||
| Current income tax | 1,546 | 0 | ||
| Cash and cash equivalents | 66,465 | 28,597 | ||
| Total current assets | 464,211 | 380,242 | ||
| Assets held for sale | 7,165 | 7,165 | ||
| Total assets | 1,039,119 | 785,464 | ||
| Equity and liabilities Group equity Shareholders' equity |
367,119 | 356,226 | ||
| Minority interest | 60,463 | 1,645 | ||
| Total group equity | 427,582 | 357,871 | ||
| Non-current liabilities | ||||
| Non-current liabilities | 202,445 | 123,502 | ||
| Deferred tax liabilities | 62,654 | 39,195 | ||
| Provision for pensions | 12,121 | 12,412 | ||
| Other provisions | 20,923 | 19,476 | ||
| Total non-current liabilities | 298,143 | 194,585 | ||
| Current liabilities | ||||
| Borrowings | 59,564 | 4,103 | ||
| Trade and other payables | 215,695 | 188,176 | ||
| Construction contracts for third parties | 31,940 | 35,347 | ||
| Current income tax liabilities | 778 | 1,840 | ||
| Provisions | 5,417 | 3,542 | ||
| Total current liabilities | 313,394 | 233,008 | ||
| Total equity and liabilities | 1,039,119 | 785,464 |
| In thousands of Euros | ||
|---|---|---|
| 2012 | 2011 | |
| Cash flow from operating activities | ||
| Operating result | 49,850 | 77,052 |
| Depreciation and amortisation | 42,080 | 28,623 |
| Share and option schemes not resulting in a cash flow | 1,743 | 1,597 |
| (Gain)/loss on sale or disposal of tangible assets | -198 | -292 |
| Changes in provisions | 143 | -2,449 |
| Changes in working capital | 4,766 | -31,622 |
| Cash flow from operations | 98,384 | 72,909 |
| Interest paid | -11,433 | -7,928 |
| Income tax paid | -11,702 | -17,546 |
| Net cash flow from operating activities (A) | 75,249 | 47,435 |
| Cash flow from investing activities | ||
| Dividend received from non-consolidated associates | 484 | 456 |
| Investments in tangible non-current assets | -26,481 | -24,271 |
| Divestments in tangible non-current assets | 1,200 | 2,408 |
| Result on investments and divestments of investment property | -466 | 0 |
| Acquisitions of subsidiaries | -95,810 | -31,295 |
| Acquisitions of associates | -249 | -3,176 |
| Investments in intangible non-current assets | -14,113 | -7,671 |
| Net cash flow from investing activities (B) | -135,435 | -63,549 |
| Cash flow from financing activities | ||
| Dividends paid | -22,758 | -14,876 |
| Purchase shares for share and options schemes | -6,236 | -5,221 |
| Sold shares for share and option schemes | 4,235 | 3,605 |
| Repayments of long-term debts | 70,591 | 123,502 |
| Change in short-term borrowings | 0 | -55,000 |
| Net cash flow from financing activities (C) | 55,461 | -27,840 |
| 101,293 | 24,170 | |
| Net increase in cash and cash equivalents (A+B+C) | ||
| 41,107 | 8,056 | |
| Exchange differences | -3,239 | -2,486 |
| Change in cash and cash equivalents | 37,868 | 5,570 |
| Cash and cash equivalents at 1 January | 28,597 | 23,027 |
| Cash and cash equivalents at 31 December | 66,465 | 28,597 |
In thousands of Euros
| 2012 | 2011 | |
|---|---|---|
| Balance as at 1 January | 357,871 | 319.030 |
| Net result | 30,967 | 54,081 |
| Changes in cashflow hedges | 406 | -1,063 |
| Revaluations of property | 4,462 | 2,479 |
| Revaluation of available-for-sale financial assets | 3,146 | -1,352 |
| Exchange differences | -3,177 | -251 |
| Total result | 35,804 | 53,894 |
| Dividends paid | -21,667 | -14,188 |
| Dividends to minority shareholders | -1,091 | -688 |
| Acquisitions | 56,923 | -158 |
| Share and option schemes (IFRS 2) | 1,743 | 1,597 |
| Purchased shares for share and option schemes | -6,236 | -5,221 |
| Sold shares for share and option schemes | 4,235 | 3,605 |
| Balance at 31 December | 427,582 | 357,871 |
In thousands of Euros
| 2012 | 2011 | |
|---|---|---|
| Result for the period | 30,967 | 54,081 |
| Currency translation differences Effective portion of fair value changes of cash flow hedges |
-3,177 | -251 |
| (after taxes) | 406 | -1,063 |
| Revaluation of property | 4,462 | 2,479 |
| Revaluation of available-for-sale financial assets | 3,146 | -1,352 |
| Net income and expense recognized directly in equity | 4,837 | -187 |
| Total result for the period | 35,804 | 53,894 |
| Attributable to: | ||
| Shareholders of the company | 33,590 | 53,294 |
| Minority interests | 2,214 | 600 |
| Total result for the period | 35,804 | 53,894 |
These financial figures have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union (EU) and are prepared using the principles which are followed in the financial statements for the year ended 31 December 2012. Further disclosures and description of the accounting principles as required under IFRS are not included in the financial figures. For a full understanding this press release should be read in conjunction with the financial statements for the Group as at and for the year ended 31 December 2011.
| Telecom | Building | Industrial | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| solutions | solutions | solutions | Unallocated | Total | |||||||
| 2012 | 2011 | 2012 | 2011 | 2012 | 2011 | 2012 | 2011 | 2012 | 2011 | ||
| First half year | |||||||||||
| Net turnover | 81,560 | 78,860 | 200,975 | 193,325 | 243,677 | 277,136 | 526,212 | 549,321 | |||
| EBITA exclusive exceptionals | 7,494 | 6,466 | 3,722 | 11,200 | 31,727 | 37,003 | -5,475 | -6,327 | 37,468 | 48,342 | |
| Exceptional items | -2,000 | -4,000 | -4,000 | -2,000 | |||||||
| Segment EBITA 1) | 7,494 | 6,466 | 3,722 | 9,200 | 31,727 | 37,003 | -9,475 | -6,327 | 33,468 | 46,342 | |
| Amortisation Impairments |
-502 | -570 | -5,212 | -3,771 | -2,373 | -1,647 | -72 | -8,159 | -5,988 | ||
| Operating Result | 6,992 | 5,896 | -1,490 | 5,429 | 29,354 | 35,356 | -9,547 | -6,327 | 25,309 | 40,354 | |
| Financial Income and expenses | -5,028 | -3,783 | |||||||||
| Result associates | 158 | 452 | |||||||||
| Change in value provision for earn-out and putoptions minority share | |||||||||||
| Taxes | -5,270 | -8,078 | |||||||||
| Net result | 15,169 | 28,945 | |||||||||
| Second half year | |||||||||||
| Net turnover | 85,565 | 82,870 | 235,876 | 188,822 | 253,950 | 240,068 | 779 | 576,170 | 511,760 | ||
| EBITA exclusive exceptionals | 7,216 | 6,493 | 19,222 | 9,298 | 28,262 | 32,586 | -5,941 | -4,612 | 48,759 | 43,765 | |
| Exceptional items | -402 | -7,567 | -214 | -8,183 | |||||||
| Segment EBITA 1) | 6,814 | 6,493 | 11,655 | 9,298 | 28,262 | 32,586 | -6,155 | -4,612 | 40,576 | 43,765 | |
| Amortisation | -507 | -549 | -9,205 | -4,080 | -3,077 | -2,253 | 72 | -185 | -12,717 | -7,067 | |
| Impairments | -170 | -2,874 | -273 | -1 | -3,318 | ||||||
| Operating Result | 6,137 | 5,944 | -424 | 5,218 | 24,912 | 30,333 | -6,084 | -4,797 | 24,541 | 36,698 | |
| Financial Income and expenses | -7,030 | -3,707 | |||||||||
| Result associates | -225 | -370 | |||||||||
| Change in value provision for earn-out and putoptions minority share Taxes |
2,965 -4,453 |
-7,485 | |||||||||
| Net result | 15,798 | 25,136 | |||||||||
| Total | |||||||||||
| Net turnover | 167,125 | 161,730 | 436,851 | 382,147 | 497,627 | 517,204 | 779 | 1,102,382 1,061,081 | |||
| EBITA exclusive exceptionals | 14,710 | 12,959 | 22,944 | 20,498 | 59,989 | 69,589 -11,416 -10,939 | 86,227 | 92,107 | |||
| Exceptional items | -402 | -7,567 | -2,000 | -4,214 | -12,183 | -2,000 | |||||
| Segment EBITA 1) | 14,308 | 12,959 | 15,377 | 18,498 | 59,989 | 69,589 -15,630 -10,939 | 74,044 | 90,107 | |||
| Amortisation | -1,009 | -1,119 | -14,417 | -7,851 | -5,450 | -3,900 | -185 | -20,876 | -13,055 | ||
| Impairments | -170 | -2,874 | -273 | -1 | -3,318 | ||||||
| Operating Result | 13,129 | 11,840 | -1,914 | 10,647 | 54,266 | 65,689 -15,631 -11,124 | 49,850 | 77,052 | |||
| Financial Income and expenses | -12,058 | -7,490 | |||||||||
| Result associates | -67 | 82 | |||||||||
| Change in value provision for earn-out and putoptions minority share | 2,965 | ||||||||||
| Taxes | -9,723 | -15,563 | |||||||||
| Net result | 30,967 | 54,081 |
1) EBITA: Operating result plus amortisation and impairment of immaterial fixed assets
In thousands of Euros
| 2012 | 2011 | |
|---|---|---|
| Net profit Amortisation of acquisition-related intangible assets based on |
30,967 | 54,081 |
| "purchase price allocations" | 12,815 | 7,098 |
| Taxes on the amortisation | -3,646 | -2,095 |
| Net profit before amortisation | 40,136 | 59,084 |
| Net profit attributable to minority shareholders | 2,214 | 600 |
| Net profit before amortisation contributable to shareholders of the company |
37,922 | 58,484 |
| Net profit before amortisation | 40,136 | 59,084 |
| Change in provision for earn-out and put options minority shareholders |
-2,965 | 0 |
| Restructuring costs | 7,969 | 0 |
| Acquisitions costs | 4,214 | 2,000 |
| Impairments | 3,318 | 0 |
| Impairments in result participations | 200 | 0 |
| Tax effect on impairments and restructuring costs | -2,825 | 0 |
| Net profit before amortisation and one-off income and | ||
| expenses Net profit attributable to minority interests |
50,047 | 61,084 |
| Net profit before amortisation and one-off income and | -2,214 | -600 |
| expenses attributable to the shareholders of the company | 47,833 | 60,484 |
The Consolidated profit and loss account, Consolidated balance sheet, Consolidated statement of changes in group equity and Consolidated cash flow statement, as included in this press release, are based on the annual accounts prepared as of 31 December 2012, which have not yet been published in compliance with legal requirements. These documents will be published ultimately at 25 March 2013. The annual accounts will be submitted to the General Meeting of Shareholders on 7 May 2013 for approval.
In accordance with Section 2:393 and 395 of the Dutch Civil Code, we report that our auditor, Deloitte Accountants B.V., has issued an unqualified auditor's report on the annual accounts dated March 5, 2013. For the understanding required to make a sound judgement as to the financial position and results of TKH Group N.V. and for a satisfactory understanding of the scope of the audit by Deloitte Accountants B.V., this press release should be read in conjunction with the annual accounts from which this press release has been derived, together with the auditor's report thereon issued by Deloitte Accountants B.V.
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