ÂťAnnual report 2012
Annual report 2012 ALECTIA A/S Teknikerbyen 34 2830 Virum Denmark +45 88 191 000 CVR-nr.: 22 27 89 16 alectia.com info@alectia.com
DISCLAIMER: This English annual report for 2012 is a translation of the original Danish annual report for 2012. The original Danish annual report for 2012 is the governing text for all purposes, and in case of any discrepancy, the Danish wording will be applicable.
Table of contents Management's review
About ALECTIA
p\08
Company details
p\09
Financial highlights and key ratios for
Statements
Financial statements
the group
p\12
Management's review
p\13
Statement by the Executive and Supervisory Boards
p\31
Independent auditor’s report
p\32
Accounting policies
p\38
Income statement
p\48
Balance sheet, assets
p\49
Balance sheet, liabilities
p\50
Statement of changes in equity
p\51
Cash flow statement
p\52
Notes
p\53
p\06
Management's review
About ALECTIA p\08
ALECTIA is a group of consulting engineers
provided consultancy services to universities,
and consultants. We provide advice on build-
central and local government, utility providers,
ings, processes, productivity, management and
investors, manufacturing companies, breweries,
working environment. On buildings that create
dairies, slaughterhouses, and pharmaceutical
well-being, on production processes with the
companies. Our advice is based on a compre-
proper working environment, and on making
hensive knowledge of the specific markets,
people happy to be inside and nature thrive
business understanding and not least, the abi-
outside. This is what we refer to as developing
lity to develop innovative solutions.
sustainable solutions. The interaction between
Our employees are located at our head-
our experts has made us a leading international
quarters in Virum, north of Copenhagen, and
consultant within selected industries.
our offices in Aarhus, Odense, Kolding and
ALECTIA works for a number of welldefined sectors and industries, and in 2012
London. In addition, we have other local companies outside Denmark.
Company details ALECTIA A/S
Telephone:
+45 88 19 10 00
Teknikerbyen 34
Fax:
+45 88 19 10 01
DK-2830 Virum
Website:
www.alectia.com
E-mail:
info@alectia.com
CVR-nr.:
22 27 89 16
Head office:
Rudersdal
Erik Hovgaard
Chairman of the board
Hans Peter Jensen
Deputy chairman
Supervisory Board
Anja Monrad Pernille Vedsted
Staff representative
Peter A. Breum
Staff representative
Executive Board
Jesper Mailind
CEO
Auditors of the company
KPMG Statsautoriseret Revisionspartnerselskab Osvald Helmuths Vej 4 DK-2000 Frederiksberg
Annual general meeting
Per Gunslev
State authorised auditor
Merete KjĂŚr Buchgreitz
State authorised auditor
The ordinary general meeting was held on 23 April 2013 at 3 pm at the company’s address.
p\09
p\10
In cooperation with Henning Larsen Architects and SLA ALECTIA is helping Novo Nordisk building the company’s new headquarters in Bagsværd, Denmark. The new energyfriendly domicile will have a floorage of 50,500 m2 and will be housing the company’s top management plus 1,100 administrative employees. ALECTIA is consulting engineer on the project.
ALECTIA is working on a project with Unicer Bebidas Group which owns two breweries in Northern and Southern Portugal. The project involves the expansion and reconstruction of the northern brewery where the main production will be consolidated. The production will be upheld during the reconstruction.
p\11
Statens Serum Institut (the Danish serum institute) has developed a new vaccine that will make it possible to control tuberculosis more effectively in the future. In order to further develop and improve this and other vaccines, the institute has established a new animal facility that exceeds the international standards for the isolation of labs. The facility is designed and projected by ALECTIA.
Danish Crown in Denmark is building a new high-tech cattle slaughterhouse close to the Danish town of Holsted. The slaughterhouse is designed and planned in accordance with modern methods and leading-edge technology. The primary focus is on quality assurance and energy-optimization. ALECTIA has been chosen as consultant to the building owner on this project, which is the biggest single investment in the cattle sector ever made.
Financial highlights and key ratios for the ALECTIA Group p\12
DKK million
2012
2011
2010
2009
2008
Gross revenue
595.3
575.9
574.8
629.3
694.7
Net revenue
496.3
494.6
505.0
528.1
584.4
Operating profit before depreciation and
-16.0
8.7
21.4
11.9
48.2
Operating profit/loss(EBIT)
-27.9
-19.0
2.9
-5.4
29.1
Profit before tax
-25.5
-21.6
3.5
0.1
15.9
Profit for the year
-19.5
-18.4
2.4
0.3
12.4
Proposed dividends
0.5
0.5
0.5
0.5
2.5
Profit sharing
0.0
0.0
0.0
0.0
4.2
306.3
333.2
331.3
364.6
392.4
4.0
0.7
3.9
8.0
7.4
100.6
120.4
140.2
138.7
141.2
679
639
659
752
757
EBITDA margin
-3.2%
1.8%
4.2%
2.3%
8.2%
Net profit ratio. EBIT margin
-5.6%
-3.8%
0.6%
-1.0%
5.0%
Net profit ratio. profit before tax
-5.1%
-4.4%
0.7%
0.0%
2.7%
-21.2%
-15.4%
2.5%
0.1%
11.9%
1.7
1.9
2.2
1.8
1.9
32.9%
36.1%
42.3%
38.0%
36.0%
amortisation (EBITDA)
Total assets Investments in property. plant and equipment Equity
Average number of full-time employees
Return on equity Current ratio Solvency ratio
Management's review 2012 result
New organisation
2012 started with a first quarter in which both
In January 2012 we implemented a new organi-
revenue and earnings lived up to expectations.
sation, with separation into four divisions. The
Several large projects, including some outside
migration from a matrix organisation, in which
Denmark, were stopped early over the summer,
sales and deliveries had their own management
and production on the larger projects in Den-
team, to a division-based structure with sales
mark came under pressure with the result that
and production under the same management
we had to deliver more hours on the projects
team led to a greater focus on streamlining
than estimated. These conditions, together with and utilisation of resources. The four divisions more competition in areas of the business, had
have a clear focus on their specific markets,
a significant impact on earnings. In addition,
yet we can also still utilise resources across the
staff costs in 2012, were negatively affected as
divisions. The internal functions were reduced
a result of downsizing internal functions and
by more than 20% in late summer 2012, which
a change of management. Taken together, this
will reduce costs for internal administration
resulted in a loss for the year, something which
from 2013. We believe that these measures and
was not expected at the beginning of the year.
changes as a whole will provide the basis for improved earnings at ALECTIA in the future.
Financial highlights Gross revenues for 2012 of DKK 595.3 million
In late autumn 2012 it was announced that
were 3.4% higher than in 2011, whereas the
Jens Moberg was leaving ALECTIA and Jes-
operating profit from primary operations before
per Mailind would take over as CEO at the
depreciation (EDITDA) of DKK -16.0 million
beginning of 2013, having been a member of
is DKK 24.7 million lower than in 2011. Profit
ALECTIA’s supervisory board and holding the
before tax is reported as a deficit of DKK 25.5
position of deputy chairman for approx. 18
million compared to a deficit of DKK 21.6 mil-
months. Jesper Mailind has a detailed know-
lion in 2011.
ledge of running knowledge-intensive businesses, both nationally and internationally, as well
The financial result for 2012 did not meet our
as specific insight into ALECTIA from his work
expectations and is clearly unsatisfactory.
on the company’s board.
ÂťJesper Mailind has a detailed knowledge of running knowledge intensive businesses, both nationally and internationally.
p\13
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Divisions
Divisions/ Building
ALECTIA’s business consists of four divisions,
The Building division supplies services within
each of which solves its own tasks within a
construction consultancy, detailed planning
number of well-defined industries. We have a
and consultancy within specific technical are-
building division, a process division, a division as. Since 2012, the division has been composed for management, health and working environ-
of units which also worked closely together in
ment and a division for environment, energy
2011. The division had a slightly smaller re-
and water.
venue in 2012 than in 2011, which was partly due to a reduction in revenue from some larger, multi-year projects in 2012. Earnings in 2012 were impacted by spending more time on some projects than estimated, as well as a greater pressure on prices than in 2011. It is our understanding that building in Denmark, is once again on its way up to normal levels following a turbulent period. We are experiencing an increasing demand for our consultancy services, both from the public and private sectors. The market is, however, still under pressure within selected segments, including the local government area, where we have seen a fall in fees over recent years. We are therefore focusing continuously on adapting our consultancy and services to the needs of the market.
ÂťWe are experiencing an increasing demand for our consultancy services both from the public and private sectors.
Our long and strong customer relationships
Within the education sector, we have a long-
have resulted in a number of significant and
term cooperation relationship with institutions
prestigious projects. Urban Mediaspace Aarhus, such as the Technical University of Denmark Navitas and DNU in Aarhus as well as Novo
(DTU) and Aarhus University. At the end of the
Nordisk’s new headquarters in BagsvÌrd are
year, we were also awarded the task relating to
large-scale and challenging, multi-year projects
the extension and renovation of Aarhus Tech.
with a high level of activity. There are a number of exciting projects
The private developers are once again beginning to show activity, and together with
in play in the public-sector market, and we
an increasing growth in residential building in
have gained market share within the hospital
both Aarhus and Copenhagen, we are expecting
and education areas in particular during 2012.
a rise in demand for our consultancy services.
ALECTIA has won contracts for projects such
In 2012 for example, we won interesting tasks
as the Central Sterilisation Department at Co-
for BKS Cash Service and started a major reno-
penhagen University Hospital and the Service
vation of Hermes Hus for Nordea.
Building at Herlev Hospital. At the same time
Order inflow and pipeline are still at a
there is an ongoing development of the existing
satisfactory level and are slightly above the
hospital, and we still expect the hospital area
level seen at the same time last year. This, to-
to be significant for ALECTIA.
gether with the implemented measures, means
We have once again been awarded framework agreements for both building consultancy and engineer planning at SKI. We expect these framework agreements, which are used by public-sector customers and housing cooperatives to provide a number of exciting tasks over the coming years. Completed tasks within the local government segment include renovation tasks for Christiansfeld and Stenlille schools.
that we have an optimistic view of 2013 and the coming years.
p\15
Divisions/ Process p\16
The division provides leading advice and con-
2012 has been a year which has fallen nicely
sultancy services within the establishment of
in line with our desire for further development
production capacity, production optimisation
within these industries, and we have been able
and closure/migration of manufacturing as well to develop our customer base, particularly as logistics advice. We are highly focused on
internationally. The individual industries have
optimising all production in relation to su-
demonstrated different trends in 2012, which
stainability, resource consumption and opera-
we are following closely. Revenues for 2012
ting costs and we have advanced methods for
were on a level with 2011. Three projects in the
ensuring this across all deliveries from various
division which were stopped early for various
process equipment suppliers. We are focusing
reasons, including change of ownership and
on four industries in which we have a deep
outbreak of civil war, prevented these from
insight: breweries, food processing, dairies and
being higher. The stopped projects meant that
the pharmaceutical industry.
revenues did not exceed the 2011 level and earnings were lower than expected. More and more of our clients are seeing the benefit in our being a “one-stop consultancy" with experience covering the entire supply chain from the initial business plans all the way through to ensuring that the completed factories function optimally. We launched the “Opex Optimus” concept in 2012, where our fees include a proportion of the savings that our consultancy advice creates in the customer’s manufacturing.
An international consolidation of the brewing
Our global sales in the food industry are
industry is currently underway, with fewer
growing and we are seeing a particular and in-
market players with whom we have an in-
creased cooperation with customers in Russia,
creasingly closer dialogue. Consolidation and
ahead of large expansions. We have traditional-
professionalization within the large brewery
ly held a strong position in dairies on the home
groups provides the basis for a changed need
market, to which we provide consultancy on
for services. In the same way, there are new
establishing new plants in different parts of the
greenfield activities within the industry, prima-
world. More and more stringent requirements
rily in Asia and Africa. Our position as “The
are being placed on quality in the pharmaceu-
Leading Independent Adviser to the Brewing
tical industry and the need for highly qualified
Industry� was launched in connection with
project management is growing.
BRAU, the largest trade show of the year, and
The year has also offered a breakthrough
we have received confirmation and recognition
within optimisation and logistics advice to
of our position from the major players in the
customers of the four industries under Process,
market.
as well as hospital projects in Building, where we have achieved great success with optimising operating theatre operations. A close industry focus will continue in 2013, and contribute towards giving us a competitive strength. There is the potential for growth, which we want to pursue, and use this to strengthen our business.
ÂťMore and more of our clients are seeing the benefit in our being a "one-stop-consultancy firm" with experience covering the entire supply chain.
p\17
Divisions/ Leadership, Health and Safety p\18
ALECTIA is Denmark’s leading working
The business concept has been extremely well
environment consultant, and our services are
received by our customers, who can clearly see
unified in this division. We provide compa-
a need for and a benefit in integrating initia-
nies with consultancy on management, health
tives within management, health and work-
and working environment with the starting
ing environment. The approach is both more
point being an understanding of the individual
cost-effective than sporadic efforts, and gives
employee and the work tasks that need sol-
a much greater and measureable effect on the
ving. The takeover and integration of Healthy
actual operations of our customers.
Company ApS along with a growth plan for
The market in 2013 seems to be at least as
and subsequent appointments within our ma-
tough as in 2012. During the course of 2012, a
nagement consultancy have strengthened our
number of public grant schemes were stopped
management and health business, to put us on
for our customers, a factor which is expected to
a level with the best.
reduce investment in working environment and
In 2011, the division was a delivery area
health in 2013. We are expecting to win market
where the services were sold via other business
share in 2013, via a strong focus on our busi-
areas, but from 2012 it has been an indepen-
ness concept, thus helping our customers gain
dent division with responsibility for both sales
even more value from the efforts they make
and delivery. This has provided the oppor-
within leadership, health and safety. Expectati-
tunity to focus closely on the opportunities
ons for 2013 are for a continuation in revenue
and needs our customers face, and on how we
growth and an improvement in earnings.
can deliver even greater cost efficiency. 2012 demonstrates successful revenues and a clear improvement in earnings. A sizeable proportion of the division’s revenue comes, and will continue to come from the other divisions. At the same time, the division’s regular contact with a large number of companies is used to make customers aware of the services offered by the other divisions. In 2012 we launched our business concept of “It is the employees who create the results, and the way to create a competitive, productive working environment is via an integrated investment in management, health and working environment”.
»It is the employees who create the results, and the way to create a competitive, productive working environment is via an integrated investment in management, health and working environment.
p\19
The Danish bank Lån & Spar Bank has won the working environment award “Arbejdsmiljø-Prisen 2012” in the category Physical Environment. In close association with ALECTIA, the bank has carried out a project with the purpose of improving the working environment. This helped to reduce the sickness absenteeism in the company and increase the self-estimated productivity by 10 percent. Furthermore, the project resulted in an increased customer satisfaction and a bigger profit.
In association with ALECTIA, the Faxe Municipality has initiated the project ”Øje for nærvær” (“An eye for intimacy”). The project aims at reducing the sickness absenteeism in the municipality’s institutions and departments by focusing on management, social capital and various aspects of job satisfaction. After a year, the municipality has already reduced the sickness absenteeism significantly.
Divisions/ Environment, Energy & Water p\20
Environment, Energy and Water provides ser-
year, we have experienced success with water
vices to both private and public sector custo-
resources and nature projects. Our own port-
mers. The Energy area covers services within
folio has typically consisted of medium-sized
energy auditing, energy distribution, energy
projects.
optimisation and design of energy production plants. Within the area of Water and Environment, we are working with clean water, water resources and nature, as well as waste water and treatment plants. In 2011, the division accounted for a
Both revenue and earnings for 2012 were an improvement compared with 2011. However, earnings were negatively affected by a lack of earnings from a few larger projects. Our deliveries to the public sector were hard hit by competition in 2012 and the same will be true for the next few years. The major
significant proportion of the deliveries for other challenges in water and climate, combined business areas. The 2012 separation into divi-
with an increasing political focus, have created
sions has provided the opportunity for refining
a growing market in several key performance
targeted sales without losing the cooperation
areas. These include projects relating to climate
that exists between the different divisions. We
adaptation in connection with the heavy rain-
still had many projects in partnership with the
fall Denmark has experienced over the last few
other divisions for 2012, although the propor-
summers, as well as mapping and conserving
tion of our own portfolio has grown throughout
ground water resources.
the year. 2012 was therefore Environment, Energy
Our deliveries to the private market in 2012 have centred around the need for energy
and Water’s first year as an independent divi-
streamlining. The projects within energy
sion. We identified ourselves as a significant
production, distribution and consumption, as
adviser within climate adaptation. We continu-
well as design of efficient supply plants, have
ed our success as a leading consultant within
contributed to good earnings. We anticipate a
cooling technology and were rewarded with
continued growth in demand, and thus a grea-
new district heating projects. In the last half
ter opportunity for revenue from the private
ÂťThe major challenges in water and climate, combined with an increasing political focus, have created a growing market in several key performance areas.
sector in the future. The global water and energy crisis and the negative consequences on the climate from burning fossil fuels have a major impact on market trends. This opens the door for new consultancy concepts and a greater demand for innovative and sustainable solutions. Expectations for 2013 are a growth in revenue and an improvement in earnings.
p\21
Aabenraa municipality (Denmark), the utility company Arwos and Aabenraa Harbor have entered into a partnership in order to advise Aabenraa city on a a number of interdisciplinary climate proofing projects. ALECTIA is facilitating the whole project of climate proofing the municipality - from risk assessment to conceptual design. On basis of maps, analyses and surveys, Aabenraa municipality, Arwos and Aabenraa Harbor are now going to select the areas to be climate proofed.
With the new waterworks east of Ringkøbing (Denmark), the utility company Ringkøbing-Skjern Forsyning is setting new standards and testing new solutions with focus on drinking water and supply security. ALECTIA has based the design of the new Lambæk Waterworks on experiences from the food industry, which for many years has worked with strict requirements to ensure food quality. The waterworks will be build in 2013.
p\22
Customer satisfaction
Performance Management
The annual customer satisfaction analysis once
In 2012, we introduced a structure for perfor-
again documented the high level of professio-
mance management in order to create a closer
nalism that characterises ALECTIA’s consul-
link between ALECTIA’s strategic goals and
tancy. Despite a small reduction from 4.28 to
the goals of the individual employee. Focus on
4.12 we maintained our general goal of achie-
performance management allows prioritisation
ving customer satisfaction of more than 4 on a
of efforts and goals for all employees, structu-
5-point scale.
red feedback on performance and systematic
Using the customer satisfaction analysis, we have defined a number of internal focus
planning of each individual’s professional development.
areas within project management and project
The performance management structure is
follow-up as well as innovation and develop-
based on goals within four performance catego-
ment. These efforts will strengthen our oppor-
ries: financial performance, customer satisfac-
tunities to create growth and success for our
tion, knowledge sharing and team work.
customers, as well as allowing us to maintain our ambition of challenging customers with our many years of experience and in-depth special competences.
»We maintain our ambition of challenging customers with our many years of experience and in-depth special competences.
Well-being, Energy and Productivity
Subsidiaries, associates and branches
Ever higher demands are being placed on the
ALECTIA’s active subsidiaries are located in
ability of knowledge employees to maintain a
the UK, Sweden and Norway. In addition,
high tempo and deliver results. One of the con-
ALECTIA has a branch in Australia and partici-
ditions for delivering this type of contribution
pates in the Danish consortium RĂĽdgivergrup-
is that the employee is motivated, happy and
pen DNU I/S.
has a high level of energy. Using this as a star-
The British company has experienced
ting point, we launched the well-being, energy
significantly better earnings in 2012 than 2011,
and productivity project at ALECTIA in 2012.
and moved to newer, rented premises on the
The objective was to discover the perceived
outskirts of London during 2012. Sweden and
energy levels for each individual employee.
Norway have experienced no changes in acti-
The internal analysis identified a number of
vity during 2012, and the Australian branch,
action areas that have been turned into defined
which primarily works on customer projects
action plans within the separate departments,
within brewery consultancy, has seen very
and which will strengthen the psychological
little activity in 2012.
working environment and create greater wellbeing and energy in the organisation..
The DNU consortium is a consultant at a large, new university hospital in Skejby. The consortium has also reported a profit for 2012.
ÂťEver higher demands are being placed on the ability of knowledge employees to maintain a high tempo and deliver results. One of the conditions for delivering this type of contribution is that the employee is motivated and has high level of energy.
The inactive subsidiary in the USA was closed down in 2012, and the acquired Healthy Company ApS similarly transferred its activities to the parent company ALECTIA and is in the process of solvent liquidation.
p\23
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Sustainability
Research and development
ALECTIA signed up to the UN’s Global
As a knowledge-based company, one of
Compact in 2009. Since then we have been
ALECTIA’s goals is to ensure good relations
working on developing and implementing cor-
with education and research communities as
porate social responsibility via our CSR policy,
well as contributing to the development and
which describes how we define our responsi-
use of new knowledge within the fields of
bility and how we believe CSR can be a source
consultancy and engineering. The commercial
of development, innovation and competitive
PhD programme at ALECTIA has been running
advantages.
in cooperation with the ALECTIA Foundation
At the same time we have been working on developing a report template, which we
since 2005. Four PhD programmes were underway in 2012.
intend to use to control our future environmental impact and resource consumption as well as The programmes are: employee wellbeing. Our combined statement on CSR policy,
• Integration of Working Environment Knowledge and in Design Processes.
vision, effort and achieved results can be found
• Optimal Hospital Layout Design with Geome-
in our COP report, which can be read on our
tric Lean Evidence and Cost Constraints
website.
• Advanced Thermodynamic Methods for Optimisation of Industrial Energy Consumption
unglobalcompact.org
• Buckling of thin metal sheets. The researchers have physical workplaces at ALECTIA and participate in projects under the same conditions as ALECTIA’s other employees, to which they contribute with their knowledge of their research field. In the selection of PhD programmes, emphasis is placed on the relevance of the subject to the industries and markets in which our customers operate. In this way, the company’s skills are expanded, and can be used in our customer projects. alectia-fonden.dk
Investments ALECTIA has continued its streamlining
p\25
and investments in 2012; for instance, the IT department has undergone further uniformity and standardisation of systems which are based on the same platform. Owing to the implemented separation into divisions in 2012, reporting and systems were adapted to the changes
Risks ALECTIA has had a high equity/assets ratio and
which matures in 2015. Interest on this loan is
good liquidity for several years. This is also the
locked to a relatively low interest rate via an
case for 2012, although the poor earnings for the
interest-rate swap, which also runs until 2015.
year have negatively impacted the effect of the capital preparedness.
ALECTIA’s securities portfolio has remained unchanged in 2012 in relation to pre-
The equity/debt ratio for the combined
viously, and is still weighted to hold approxim-
balance sheet total has been around 35% for
ately half bonds and half shares via investment
several years. For 2012 this ratio is 33%.
associations with a wide range of industries and
The liquidity ratio, which is the relations-
markets both in Denmark and abroad. The high
hip between current assets and current liabili-
proportion of shares has had a positive impact
ties, is 1.7 for 2012 compared to 1.9 in 2011.
on the net profits for 2012 due to a highly vola-
The cash flow statement showed a negative tile stock market. cash flow of DKK 19 million from operations in
Although ALECTIA carries out large pro-
2012, and a minor effect of DKK 4 million from
jects abroad, the exchange rate risk is relatively
investments, which reduce the cash holdings by
low. The policy of entering contracts with
DKK 23 million.
customers in DKK or EURO as far as possible,
These key ratios are important for allowing
and of using the same currency for income and
us to act freely in a market, and although ALEC-
expenses, has meant that ALECTIA has had no
TIA’s capital preparedness has been affected by
need to use currency hedging in 2012. The total
the negative results, liquidity and equity/assets
exchange-rate exposure is low, and extends
remain positive key ratios for ALECTIA.
across EUR to AUD, NOK, SEK and USD.
ALECTIA has a standing loan of DKK 30 million
p\26
Dividends to owners
Events after the end of the financial year
The Board of Directors proposes that the an-
No significant events have occurred after the
nual general meeting allocates a dividend of
balance sheet date and until submission of the
DKK 0.5 million to the ALECTIA Foundation.
annual report that may affect the evaluation of the financial position of the Group.
Expectations for 2013 2013 is expected to generate a profit, partly as a result of the initiatives carried out in 2012 to strengthen profitability via adaptations, increased transparency, responsibility and improved project execution. Performance management via defined personal goals for all employees, based on four dimensions – financial performance, customer satisfaction, knowledge sharing and team work – will also contribute to a better financial result. The above efforts and an order inflow that was stronger at the beginning of 2013 than the beginning of 2012, mean that we are expecting a positive result for ALECTIA in 2013.
»2013 is expected to generate a profit, partly as a result of the initiatives carried out in 2012 to strengthen profitability via adaptations, increased transparency, responsibility and improved project execution
p\27
In cooperation with Jakobsen & Blindkilde and CUBO Architects ALECTIA has been chosen as consultant for the rebuilding of the city campus AARHUS TECH Campus Midtbyen in the city of Aarhus, Denmark. The project includes two new buildings of 2,000 m2, which will be used for classrooms, working areas and lounges. It will also include a modernization of the existent technical highschool at the campus.
ALECTIA and SEAS/NVE were the full-service consultants on the energy renovation of a number of properties in Faxe Municipality, Denmark. This included executing energy-saving initiatives such as installing solar cells, isolating the buildings and installing geothermal energy facilities. These initiatives have helped the municipality with achieving cost savings and reducing the annual CO2 emission. In 2012 the cooperation also included two energy saving projects on two of the schools in the municipality.
s\28
Statements
p\30
In cooperation with E. Pihl & Søn and Christensen & Co. ALECTIA is going to erect a new building for the Technical University of Denmark (DTU). The new building will contain study facilities for the studies Building Design and Architectural Engineering.
Arla Foods is expanding their cheese dairy in Taulov, Denmark with 14,000 m2, which will increase the production capacity by 60 % to 45,000 tons of cheese a year. The Dairy is designed by ALECTIA with a future-proof layout and construction concept providing flexibility and the possibility for future expansions. Taulov among other things produces the Danish cheese “Riberhus”. ALECTIA has cooperated with Arla Foods in connection with the construction and expansions of Taulov Dairy since 1996.
Statement by the Executive and Supervisory Boards The Executive and Supervisory Boards have
Executive Board
p\31
today discussed and approved the annual report of ALECTIA A/S for 2012. The annual report has been prepared in ac-
Jesper Mailind, CEO
cordance with the Danish Financial Statements Act. We consider the accounting policies used to
Conny Sørensen, CFO
be appropriate. Accordingly, the consolidated financial statements and the parent company financial statements give a true and fair view of the Group’s and the Company’s financial posi-
Supervisory Board
tion at 31 December 2011 and of the results of the Group’s and the Company’s operations and consolidated cash flows for the financial year 1 January – 31 December 2011.
Erik Hovgaard, Chairman
In our opinion, the Management’s review gives a fair review of the development in the Group’s and the Company’s operations and financial
Hans Peter Jensen, Vice-chairman
conditions, the results for the year, and the results of the Group’s and the Company’s operations and financial position. Anja Monrad We recommend that the annual report be approved at the annual general meeting. Pernille Vedsted, Employee appointed Virum, 21th March 2013
Peter A. Breum, Employee appointed
Independent auditors' report To the shareholders of ALECTIA A/S p\32
Independent auditors' report on the conso-
Auditors' responsibility
lidated financial statements and the parent
Our responsibility is to express an opinion on
company financial statements
the consolidated financial statements and the
We have audited the consolidated financial
parent company financial statements based
statements and the parent company financial
on our audit. We conducted our audit in ac-
statements of ALECTIA A/S for the finan-
cordance with International Standards on
cial year 1 January – 31 December 2012. The
Auditing and additional requirements under
consolidated financial statements and the
Danish audit regulation. This requires that we
parent company financial statements comprise
comply with ethical requirements and plan and
accounting policies, income statement, balance
perform the audit to obtain reasonable assu-
sheet, statement of changes in equity and notes
rance as to whether the consolidated financial
for the Group as well as for the parent company statements and the parent company financial and consolidated cash flow statement. The con- statements are free from material misstatement. solidated financial statements and the parent
An audit involves performing procedures
company financial statements are prepared in
to obtain audit evidence about the amounts
accordance with the Danish Financial State-
and disclosures in the consolidated financial
ments Act.
statements and the parent company financial statements. The procedures selected depend on
Management's responsibility for the conso-
the auditors' judgment, including the assess-
lidated financial statements and the parent
ment of the risks of material misstatement of
company financial statements
the consolidated financial statements and the
Management is responsible for the preparation
parent company financial statements, whether
of consolidated financial statements and parent
due to fraud or error. In making those risk
company financial statements that give a true
assessments, the auditors consider internal
and fair view in accordance with the Danish
control relevant to the Company's preparation
Financial Statements Act and for such internal
of consolidated financial statements and parent
control that Management determines is neces-
company financial statements that give a true
sary to enable the preparation of consolidated
and fair view in order to design audit proce-
financial statements and parent company
dures that are appropriate in the circumstan-
financial statements that are free from material
ces, but not for the purpose of expressing an
misstatement, whether due to fraud or error.
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 ob-
Statement on the Management's review
tained is sufficient and appropriate to provide a Pursuant to the Danish Financial Statements basis for our opinion. Our audit has not resulted in any qualification.
Act, we have read the Management's review. We have not performed any further procedures in addition to the audit of the consolidated financial statements and the parent company
Opinion
financial statements. On this basis, it is our
In our opinion, the consolidated financial state- opinion that the information provided in the ments and the parent company financial state-
Management's review is consistent with the
ments give a true and fair view of the Group's
consolidated financial statements and the pa-
and the parent company's financial position
rent company financial statements.
at 31 December 2012 and of the results of the Group's and the parent company's operations
Copenhagen, 21 March 2013
and consolidated cash flows for the financial year 1 January – 31 December 2012 in accor-
KPMG
dance with the Danish Financial Statements
Statsautoriseret Revisionspartnerselskab
Act.
Per Gunslev, State Authorised Public Accountant
Merete KjĂŚr Buchgreitz, State Authorised Public Accountant
p\33
p\34
Allerød Municipality (Denmark) is building a new clubhouse in a climate friendly design for the ambitious local football club AFK. The clubhouse is built in low energy class 2015 and will integrate solutions such as green roofs and utilization of rainwater and solar energy. ALECTIA is consultant to the building owner during the whole project, from idea development to inspection of the building process.
Odense Municipality’s vision is for Odense to become the most sustainable city in Denmark. First step is to develop a new sustainable neighborhood in a 45 hectare land area in Bellinge south of Odense. The goal is to create an attractive neighborhood where sustainability is incorporated in all phases. ALECTIA is consulting the municipality on the LAR planning and the land development on part of the first phase in the southwestern corner of the area.
p\35
The good working environment at Alfa Laval in Kolding in Denmark was acknowledged with an occupational health and safety certification in January 2012. The certification is a proof that the company works strategically with the occupational health and safety. A process has taken place prior to the certification including review of the occupational health and safety of the company, construction and implementation of a health and safety management system. ALECTIA has provided consultancy in the last part of the process.
ALECTIA has inspected 38 of Billund Municipality’s buildings for the toxin PCB. PCB was detected in six buildings; however, all the values were below the recommended limits of the Danish National Board of Health of 300 ng/m3 air. In that way, the concentrations do not represent a risk to the municipal employees, but if the municipality decides to renovate in the future, it is important be careful.
p\36
Annual Report
Accounting policies p\38
The annual report of ALECTIA A/S has been
Any excess of the cost over the fair value of
prepared in accordance with the provisions
the identifiable assets and liabilities acquired
applying to reporting class C large enterprises
(goodwill), including restructuring provisions,
under the Danish Financial Statements Act.
is recognised as intangible assets and amortised
The accounting policies used in the pre-
on a systematic basis in the income statement
paration of the financial statements are consi-
based on an individual assessment of the useful
stent with those of last year.
life of the asset, not exceeding 20 years. Any excess of the fair values of the identifiable as-
Consolidated financial statements
sets and liabilities acquired over the cost of the
The consolidated financial statements comprise acquisition (negative goodwill), representing the parent company ALECTIA A/S and subsi-
an anticipated adverse development in the ac-
diaries in which ALECTIA A/S directly or indi- quired enterprises, is recognised in the balance rectly holds more than 50% of the voting rights
sheet as other payables and recognised in the
or which it, in some other way, controls.
income statement as the adverse development
On consolidation, intra-group income and
is realised. Negative goodwill not related to any
expenses, shareholdings, intra-group balances
anticipated adverse development is recognised
and dividends, and realised and unrealised
in the balance sheet at an amount correspon-
gains and losses on intra-group transactions are
ding to the fair value of non-monetary assets.
eliminated.
The amount is subsequently recognised in the
Investments in subsidiaries are set off against the proportionate share of the subsidiaries' fair value of net assets or liabilities at the acquisition date. Enterprises acquired or formed during the year are recognised in the consolidated finan-
income statement over the average useful lives of the non-monetary assets. Goodwill and negative goodwill from acquired enterprises can be adjusted until the end of the year following the year of acquisition. Gains or losses on disposal of subsidiaries
cial statements from the date of acquisition or
are stated as the difference between the sales
formation. Enterprises disposed of are recogni-
amount and the carrying amount of net assets
sed in the consolidated income statement until
at the date of disposal, including unamortised
the date of disposal. The comparative figures
goodwill, and anticipated disposal costs.
are not adjusted for acquisitions or disposals. Acquisitions of enterprises are accounted for using the purchase method, according to
Foreign currency translation Transactions denominated in foreign cur-
which the identifiable assets and liabilities
rencies are translated at the exchange rates at
acquired are measured at their fair values at
the transaction date. Receivables and payables
the date of acquisition. Provision is made for
and other monetary items denominated in
costs related to adopted and announced plans
foreign currencies are translated at the ex-
to restructure the acquired enterprise. The tax
change rates at the balance sheet date. Foreign
effect of the restatement of assets and liabilities
exchange differences are recognised in the
is taken into account.
income statement as financial income or finan-
cial expenses etc. Foreign currency hedges are
Derivative financial instruments
measured at fair value.
Derivative financial instruments are initially
In relation to foreign subsidiaries and
recognised in the balance sheet at cost and are
associates that qualify as separate entities, the
subsequently measured at fair value. Positive
income statements are translated using average
and negative fair values of derivative financial
exchange rates for the year, and the balance
instruments are included in other receivables
sheet items are translated using the closing
and other payables, respectively.
rate. Currency translation differences arisen
Changes in the fair value of derivative
when translating foreign subsidiaries' equity at
financial instruments designated as and quali-
the beginning of the year using the closing rate
fying for recognition as a hedge of future assets
and when translating income statements from
or liabilities are recognised as other receivables
average exchange rates using the closing rate
or other payables and in equity. If the hedged
are recognised directly in equity.
forecast transaction results in the recognition of
Foreign exchange adjustments of balances
assets or liabilities, amounts previously recog-
with foreign subsidiaries that are deemed an
nised directly in equity are transferred to the
addition to or a deduction from separate subsi-
cost of the asset or liability, respectively. If the
diaries' equity are recognised directly in equity.
hedged forecast transaction results in income
Correspondingly, foreign exchange gains and
or expenses, amounts previously deferred in
losses on loans and derivative financial instru-
equity are transferred to the income statement
ments hedging separate foreign subsidiaries are
in the period in which the hedged item is re-
recognised directly in equity.
cognised in the income statement.
p\39
Income statement p\40
Fee income
Other operating income
Work in progress is recognised as fee income
Other operating income comprises items
by reference to the stage of completion. Accor-
secondary to the principal activities of the en-
dingly, fee income corresponds to the selling
terprise, including gains and losses on disposal
price of work performed during the year (the
of property, plant and equipment and rental
percentage of completion method). Fee income
income.
from the rendering of services is recognised when total income and expenses and the stage
Staff costs
of completion at the balance sheet date can be
Staff costs comprise wages and salaries,
reliably measured, and when it is probable that
remuneration and other costs regarding the
future economic benefits, including payments,
Company's employees, including members of
will flow to the Company.
the Executive and Supervisory Boards.
Project-related costs Project-related costs comprise costs incurred in generating the fee income for the year. Such costs also include outlays for re-invoicing.
External costs
Tax on profit/loss for the year
External costs comprise costs for office premis-
The Company is subject to the Danish rules
es and office supplies etc.
on compulsory joint taxation of the Group's Danish subsidiaries. Subsidiaries are included
Profits/losses from investments in subsidiaries
in the joint taxation from the date when they
and associates
are included in the consolidated financial
The proportionate share of the results before
statements and up to the date when they are
tax of the individual subsidiary or associate is
excluded from the consolidation.
recognised in the income statement after elimi-
The Company is the administrative
nation of intra-group profits/losses and deduc-
company under the joint taxation and accor-
tion of amortisation of goodwill.
dingly pays all corporation taxes to the tax authorities.
Financial income and expenses
On payment of joint taxation contributi-
Financial income and expenses comprise inte-
ons, the current Danish corporation tax is al-
rest income and expense, dividends, realised
located between the jointly taxed companies in
and unrealised gains and losses on securities,
proportion to their taxable income. Companies
receivables and transactions denominated in
with tax losses receive joint taxation contribu-
foreign currencies as well as surcharges and
tions from companies that have been able to
refunds under the on-account tax scheme. Fi-
use the tax losses to reduce their own taxable
nancial income and expenses are recognised at
profit.
the amounts that concern the financial year.
Tax for the year comprises current tax for the year, joint taxation contributions for the year, computed surcharges and changes in deferred tax, including changes as a result of a change in the tax rate. The tax expense relating to the profit/loss for the year is recognised in the income statement, and the tax expense relating to changes directly recognised in equity is recognised directly in equity.
p\41
p\42
Balance sheet/ Intangible assets
Balance sheet/ Property, plant and equipment
Trademarks and know-how
Leasehold improvements, machinery, tools and
Trademarks and know-how are measured at
equipment and vehicles are measured at cost
cost less accumulated amortisation and im-
less accumulated depreciation and impairment. Cost comprises the purchase price and
pairment. The amortisation period is 10 years. Amortisation is provided on a straight-line
any costs directly attributable to the acquisition
basis over the amortisation period.
until the date when the asset is available for use.
Goodwill
Depreciation is provided on a straight-line
Goodwill is amortised over the estimated
basis over the expected useful lives of the as-
useful life determined on the basis of Manage-
sets. The expected useful lives are as follows:
ment's experiences of the individual business areas. Goodwill is amortised on a straight-line basis over the maximum amortisation period
Leasehold improvements
of 20 years, longest for strategically acquired
Lease term, not exceeding 10 years
enterprises with strong market positions and long-term earnings profiles.
Machinery, tools and equipment 4-5 years Depreciation is recognised separately in the income statement. Gains and losses on the disposal of property, plant and equipment are determined as the difference between the sales price less disposal costs and the carrying amount at the date of disposal. The gains or losses are recognised in the income statement as other operating income or other external costs, respectively.
Balance sheet/ Investments Impairment
Investments in subsidiaries and associates
The carrying amount of intangible assets as
Investments in subsidiaries and associates are
well as property, plant and equipment is sub-
measured according to the equity method.
ject to an annual test for indications of impair-
Investments in subsidiaries and associates
ment other than the decrease in value reflected
are measured at the enterprises' net asset values
by depreciation or amortisation.
calculated in accordance with the Group's
When there are indications of impairment, accounting policies minus or plus unrealised an impairment test is made for each indivi-
intra-group profits and losses and plus or mi-
dual asset or group of assets, respectively. An
nus any residual value of positive or negative
impairment write-down is made to the lower
goodwill determined in accordance with the
of the recoverable amount and the carrying
purchase method. Investments in subsidiaries and associates
amount. The recoverable amount is the higher of an asset's net selling price and its value in
with negative net asset values are measured at
use. The value in use is determined as the pre-
DKK 0 (nil), and any amounts owed by such
sent value of the anticipated net income from
enterprises are written down if the amount
the use of the asset or group of assets.
owed is irrecoverable. If the parent company has a legal or constructive obligation to cover a deficit that exceeds the amount owed, the remaining amount is recognised under provisions. Net revaluation of investments in subsidiaries is recognised in the reserve for net revaluation according to the equity method in equity to the extent that the carrying amount exceeds cost. Dividends from subsidiaries which are expected to be adopted before the approval of the annual report of ALECTIA A/S are not recognised in the reserve for net revaluation. On acquisition of enterprises, the purchase method is applied, see Consolidated financial statements above.
p\43
Balance sheet/ Current assets p\44
Other investments
Work in progress
Other investments are measured at fair value or
Work in progress comprises the accrued value
cost if fair value cannot be determined reliably.
of advisory services which have not been completed at the balance sheet date. Work in progress is measured at the selling price of the work performed. The selling price is measured by reference to the stage of completion at the balance sheet date and total expected income from the work. When the selling price of individual work in progress cannot be measured reliably, the selling price is measured at the lower of costs incurred and net realisable value. Individual work in progress is recognised in the balance sheet under either receivables or payables. Net assets are determined as the sum of work in progress where the selling price of the work performed exceeds progress billings. Net liabilities are determined as the sum of work in progress where progress billings exceed the selling price. Receivables Receivables are measured at amortised cost. Write-down is made for bad debt losses to net realisable value based on an individual assessment of receivables. Securities Listed securities recognised under current assets are measured at fair value at the balance sheet date. Unlisted securities are measured at fair value based on a calculated value in use.
Balance sheet/ Equity and liabilities Equity – dividends
set-off against tax on future income or as a set-
Proposed dividends are recognised as a liabi-
off against deferred tax liabilities in the same
lity at the date when they are adopted at the
legal tax entity and jurisdiction.
annual general meeting (declaration date). The
Adjustment is made to deferred tax resul-
expected dividend payment for the year is dis-
ting from elimination of unrealised intra-group
closed as a separate item under equity
profits and losses.
Corporation tax and deferred tax
Other provisions
Under the joint taxation rules, ALECTIA A/S
On acquisition of enterprises, provision for re-
as administrative company is liable to pay the
structurings of the acquired enterprise is inclu-
subsidiaries' corporation tax to the tax aut-
ded in the calculation of the cost of the acqui-
horities as the subsidiaries pay joint taxation
sition and, accordingly, in goodwill, provided
contributions.
that they have been adopted and announced
Current tax payable and receivable is re-
not later than at the date of the acquisition.
cognised in the balance sheet as tax computed on the taxable income for the year, adjusted for
Liabilities other than provisions
tax on the taxable income of prior years and
Financial liabilities are recognised at the date
for tax paid on account. Joint taxation contri-
of borrowing at the net proceeds received less
butions payable and receivable are recognised
transaction costs paid. In subsequent periods,
in the balance sheet as amounts owed by or
the financial liabilities are measured at amorti-
amounts owed to group enterprises.
sed cost, corresponding to the capitalised value
Deferred tax is measured using the ba-
using the effective interest rate. Accordingly,
lance sheet liability method on all temporary
the difference between the proceeds and the
differences between the carrying amount and
nominal value is recognised in the income
the tax base of assets and liabilities. However,
statement over the term of the loan. Other liabi-
deferred tax is not recognised on temporary
lities are measured at amortised cost, which is
differences relating to goodwill which is not
usually equivalent to the nominal value.
deductible for tax purposes and other items where temporary differences, apart from business combinations, arise at the date of acquisition without affecting either profit/loss for the year or taxable income. Where alternative tax rules can be applied to determine the tax base, deferred tax is measured based on the planned use of the asset or settlement of the liability, respectively. Deferred tax assets, including the tax base of tax loss carryforwards, are recognised at the expected value of their utilisation; either as a
p\45
Cash flow statement p\46
The cash flow statement shows the Group's
Cash flows from operating activities
cash flows from operating, investing and finan-
Cash flows from operating activities are cal-
cing activities for the year, the year's changes in culated as the profit for the year adjusted for cash and cash equivalents as well as the cash
non-cash operating items, changes in working
and cash equivalents at the beginning and end
capital and corporation tax paid.
of the year. The cash flow effect of acquisitions and
Cash flows from investing activities
disposals of enterprises is shown separately in
Cash flows from investing activities comprise
cash flows from investing activities. Cash flows
payments in connection with acquisitions and
from acquisitions of enterprises are recogni-
disposals of enterprises and activities and of in-
sed in the cash flow statement from the date
tangible assets, property, plant and equipment
of acquisition. Cash flows from disposals of
and investments.
enterprises are recognised up until the date of disposal.
Cash flows from financing activities Cash flows from financing activities comprise changes in the size or composition of the Company's share capital and related costs as well as the raising of loans, repayment of interest-bearing debt and payment of dividends to shareholders. Cash and cash equivalents Cash and cash equivalents comprise cash which is subject to an insignificant risk of changes in value.
Financial ratios The financial ratios stated in the survey of financial highlights have been calculated as follows: EBITDA margin: Operating profit before amortisation and depreciation calculated as a percentage of revenue. Net profit ratio EBIT margin: Operating profit as a percentage of revenue. Net profit ratio: Profit before tax calculated as a percentage of revenue. Return on equity: Profit before tax calculated as a percentage of equity at the beginning of the year. Current ratio: Current assets compared to current liabilities. Solvency ratio: Equity at year end calculated as a percentage of total assets at year end.
p\47
Income statement for the period 1. January - 31 December
Consolidated DK'000
p\48
Parent Company
2011
2012
575,929
595,344
-81,345
2012
2011
Fee income, etc
545,215
534,271
-98,997
Project-related costs etc.
-67,663
-55,790
494,584
496,347
Revenue
477,552
478,481
46
305
305
45
494,630
496,652
477,857
478,526
-382,846
-409,029
Staff costs
1
-397,536
-371,664
-103,047
-103,642
External costs
2
-101,666
-98,457
8,737
-16,019
-21,345
8,405
-6,587
-6,300
Depreciation on property, plant and equipment
5
-6,111
-6,418
-21,354
-5,650
Amortisation and impairment of goodwill and know-how
4
-4,651
-20,355
-19,204
-27,969
-32,107
-18,368
0
0
248
78
0
0
-18,956
-27,891
744
4,254
-3,391
-1,856
-21,603
-25,493
3,211
5,990
-18,392
-19,503
Note
Other operating income
Operating profit before amortisation of goodwill and know-how (EBITDA)
Profit/loss in subsidiaries after tax
6
3,628
-1,085
Profit/loss from associates
6
78
248
Profit from other investments Operating profit/loss (EBIT)
Financial income Financial expenses Profit befores tax
Tax on profit for the year Profit for the year
3
0
0
-28,401
-19,205
4,215
738
-1,800
-3,313
-25,986
-21,780
6,483
3,388
-19,503
-18,392
500
500
Proposed profit appropriation:
Dividends 2,50% (2011 2,50%) Net revaluation using the equity method Retained earnings
Dividends per share are DKK kr. 250 (2011: DKK 250)
0
0
-20,003
-18,892
-19,503
-18,392
Balance sheet - Assets At 31 December
Consolidated DK'000
2011
Parent Company
2012
Note
2012
2011
Non-current assets
Intagible assets
4
8,210
6,657
3,770
4,808
20,113
15,516
Goodwill
Trademarks and know-how
12,697
13,260
28,323
22,173
Total intangible assets
16,467
18,068
5,711
4,761
Leasehold improvements
4,761
5,711
8,830
4,772
Machinery, tools and equipment
3,822
8,683
0
2,440
Plant under construction
2,440
0
14,541
11,973
11,023
14,394
13,765
13,519
Property, plant & equipment
Total property, plant and equipment
Investments 0
0
5
6
Investments in subsidiaries
643
679
Investments in associates
679
643
753
753
Other investments
753
753
1,396
1,432
Total investments
15,197
14,915
44,260
35,578
Total non-current assets
42,687
47,377
53,610
56,572
124,984
120,762
2,028
3,446
Current assets
Receivables 59,184
57,077
140,251
144,187
0
0
Contract work in progress
9
Trade receivables Amounts owed by group enterprises
14,653
15,058
Other receivables
214,088
216,322
Total receivables
28,815
31,385
46,081
22,968
288,984
270,675
333,244
306,253
7
15,000
14,610
195,622
195,390
Securities
31,385
28,815
Cash at bank and in hand
21,176
44,302
Total current assets
248,183
268,507
TOTAL ASSETS
290,870
315,884
p\49
Balance sheet - Equity and Liabilities At 31 December
Consolidated DKK'000
p\50
2011
Parent Company
2012
Note
2012
2011
20,000
20,000
Equity 20,000
20,000
Share capital
0
0
0
0
-1,748
-1,708
Net revaluation using the equity method Fair value adjustment of financial instruments
-1,708
-1,748
101,672
81,837
Retained earnings
81,837
101,672
500
500
500
500
120,424
100,629
100,629
120,424
17,064
30,770
17,064
30,770
30,000
30,000
30,000
30,000
41,239
38,813
7,646
8,303
759
0
6,549
2,743
86,984
84,831
Proposed dividends Total equity
Provisions 31,620
17,786
Deferred tax
31,620
17,786
Total provisions
3
Non-current liabilities other than provisions 30,000
30,000
Bank loans
30,000
30,000
Total non-current liabilities other than provisions
8
Current liabilities other than provisions 38,813
41,239
Prepayments from customers
9
24,526
22,559
0
-0
2,743
6,577
Corporation tax
85,118
87,463
Other payables
151,200
157,838
Total current liabilites other than provisions
143,177
134,690
181,200
187,838
Total liabilities
173,177
164,690
333,244
306,253
TOTAL EQUITY AND LIABILITIES
290,870
315,884
Trade payables Amounts owed to group enterprises
10
Contingent liabilities and security
11
Related party transactions
12
Ownership
13
Statement of Changes in Equity At 31 December
Consolidated DKK'000
Parent Company
2011
2012
140,154
120,424
-1,005
40
-500
-500
167
168
-18,392
-19,503
120,424
100,629
2012
2011
120,424
140,154
40
-1,005
-500
-500
168
167
Profit for the year
-19,503
-18,392
Equity at 31 December
100,629
120,424
-1,748
-743
53
-1,372
Equity at 1 January Fair value adjustment of financial instruments Dividends paid Exchange rate adjustment, subsidiaries
Fair value adjustment of financial instruments -743
-1,748
-1,372
53
Balance at 1 January Value adjustment for the year
367
-13
Tax on value adjustment
-13
367
-1,748
-1,708
Balance at 31 December
-1,708
-1,748
101,672
120,397
168
167
-20,003
-18,892
81,837
101,672
500
500
-500
-500
Retained earnings 120,397
101,672
167
168
-18,892
-20,003
101,672
81,837
Balance at 1 January Exchange rate adjustments, subsidiaries Retained earnings Balance at 31 December
Dividends 500
500
-500
-500
Proposed dividends at 1 January Dividends paid
500
500
Proposed dividends for the year
500
500
500
500
Proposed dividends at 31 December
500
500
The share capital has been divided into 2000 shares of DKK 10 thousand each. There has been no movements in the share capital during the last 5 years.
p\51
Cash Flow Statement For the period 1 January - 31 December
Consolidated DKK'000
p\52
Profit before tax
Amortisation, depreciation and impairment Gain on disposal of operating equipment Adjustment for unrealised value adjustments of securities Other adjustments with no effect on cash flows Profit adjusted for non-cash operating items
Changes in contract work in progress Changes in receivables
2012
2011
-25,493
-21,603
11,950
27,941
223
187
-2,901
2,430
110
-3,101
-16,111
5,854
4,533
15,760
-3,698
-14,523
Changes in other payables
1,845
-817
Changes in trade payables
-1,967
9,832
-15,398
16,106
Cash flow from operating activities befores tax
Tax paid Cash flow from operating activities after tax
Acquisition of non-current assets
-3,637
903
-19,035
17,009
-3,951
-688
Disposal of non-current assets
0
0
Acquisition of enterprise
0
-3,361
42
-1,267
331
287
-3,578
-5,029
0
0
Dividends paid
-500
-500
Cash flow from financing activities
-500
-500
-23,113
11,480
46,081
35,348
-23,113
11,480
22,968
46,081
Investments Disposal of securities Cash flow from investing activities
Repayment of non-current liabilities other than provisions
Net cash flows for the year
Cash and cash equivalents at beginning of year Aquisition of company Cash flow for the year Cash and cash equivalents at the end of the year
-747
Notes 1. Staff costs
Consolidated DKK'000
Parent Company
2011
2012
370,942
387,543
5,251
14,665
Management remuneration Other social security costs
6,653
6,821
382,846
409,029
639
679
Wages and salaries
Average number of employees, full-time
2012
2011
377,849
361,317
14,665
5,251
5,022
5,096
397,536
371,664
655
611
The management remuneration for 2012 include severance pay and salary during the period of notice to resigned CEO to the amount of DKK 8,705 thousand.
2. External costs
Consolidated DKK'000
Parent Company
2011
2012
728
767
138
98
119
0
13
173
998
1,038
Statutory audit Other assurance engagements Tax advisory services Other services
2012
2011
503
493
98
138
9
119
164
13
774
763
3. Tax on profit for the year
Consolidated DKK'000
Parent Company
2011
2012
3,207
7,515
-129
0
1,452
215
-7,741
-13,720
-3,211
-5,990
-14,9%
-23,5%
Tax on taxable income for the year Write-down, capitalised deferred tax Tax relating to previous years Adjustments of deferred tax for the year
Effective tax rate
2012
2011
7,022
2,901
0
0
215
1,452
-13,720
-7,741
-6,483
-3,388
-24,9%
-15,6%
p\53
4. Intangible assets
Consolidated DKK'000
p\54
Total cost at 1 January Additions during the year
Trademarks & knowhow
Goodwill
29,950
58,190
0
0
Disposals during the year
0
-500
Total cost at 31 December
29,950
57,690
Total amortisation at 1 January
21,740
38,077
1,553
4,097
Impairment
Amortisation during the year
0
0
Amortisation of disposals
0
0
Total amortisation at 31 December
23,293
42,174
Carrying amount at 31 December
6,657
15,516
Trademarks & knowhow
Goodwill
Parent Company
24,800
49,801
Additions during the year
Total cost at 1 January
0
3,550
Disposals during the year
0
-500
Total cost at 31 December
24,800
52,851
Total amortisation at 1 January
19,992
36,541
1,038
3,613
0
0
Amortisation during the year Impairment Amortisation of disposals
0
0
Total amortisation at 31 December
21,030
40,154
Carrying amount at 31 December
3,770
12,697
5. Property, plant and equpiment
Consolidated DKK'000 Leasehold improvements
Machinery, tools & equipment
Plant under construction
23,468
54,878
0
0
5
0
23,468
54,883
0
Amount brought forward
0
0
0
Additions during the year
0
1,511
2,440
Total cost at 1 January Value adjustment
Disposals during the year
0
-868
0
Total cost at 31 December
23,468
55,526
2,440
Total depreciation at 1 January
17,757
46,048
0
Value adjustment
Depreciation during the year Depreciation on disposals
0
1
0
17,757
46,049
0
950
5,350
0
0
-645
0
Total depreciation at 31 December
18,707
50,754
0
Carrying amount at 31 December
4,761
4,772
2,440
Leashold improvements
Machinery, tools & equipment
Plant under Construction
23,468
54,669
0
Parent Company
Total cost at 1 January Additions during the year
0
523
2,440
Disposals during the year
0
-868
0
Total cost at 31 December
23,468
54,324
2,440
Total depreciation at 1 January
17,757
45,986
0
950
5,161
0
0
-645
0
Total depreciation at 31 December
18,707
50,502
0
Carrying amount at 31 December
4,761
3,822
2,440
Depreciation during the year Depreciation on disposals
p\55
6. Investments
Parent Company DKK'000
Consolidated and parent company DKK'000
p\56
Subsidiaries
Associates
Other investments
18.730
4.109
753
0
-42
0
Addition during the year
-3.550
0
0
Total cost at 31 December
15.180
4.067
753
Total value adjustments at 1 January
-5.211
-3.466
0
3.628
78
0
Total cost at 1 January Value adjustment
Profit for the year after tax Exchange rate adjustment
168
0
0
Total value adjustments at 31 December
-1.415
-3.388
0
Carrying amount at 31 December
13.765
679
753
Investments in subsidiaries and associates
Name
Registered office
Ownership share
Share capital
ALECTIA Ltd.
London, UK
100%
GBP 5.000
ALECTIA AB
Malmรถ, Sweden
100%
SEK 100.000
OOO Birch & Krogboe Rusland
Moscow, Russia
100%
Rubler 10
ALECTIA AS
Oslo, Norway
100%
NOK 100.000
Healthy Company Aps i likvidation
Hellerup, Denmark
100%
DKK 166.700
The subsidiaries OOO Birch & Krogboe Rusland og Healthy Company Aps in liquidation are dormant companies. Healthy Company ApS in liquidation has in 2012 transferred all assets to the parent company and subsequently gone into solvent liquidation. The associate Rรฅdgivegruppen DNU I/S was established on 5 March 2008. ALECTIA's undivided share is 1/6. The company's registered office is situated in Aarhus.
7. Other receivables Of other receivables in the Group and the parent company, DKK11,377 thousand (2011: DKK 11.385 thousand) falls due later than one year after the financial year end.
8. Non-current liabilities other than provisions Of the debt of DKK 30,000 thousand, the outstanding amount falls due in 2015.
9. Contract work in progress
Consolidated DKK'000
2011
2012
913,784
964,887
-893,413
-949,049
20,371
15,838
59,184
57,077
38,813
41,239
20,371
15,838
Parent Company
2012
2011
961,420
911,172
-949,049
-893,413
12,371
17,759
Contract work in progress
53,610
56,572
Prepayments from customers
41,239
38,813
12,371
17,759
Sales value of contract work in progress Progress billings
10. Other payables Other payables in the Group and the parent company primarily comprise payable holiday allowance and VAT.
11. Contingent liabilities and security Security Securities have been pledged as security for the Group's balances with the bank. The Group's bank has issued performance guarantees in respect of work in progress and completed work of at total of DKK 6,400 thousand (2011: 6,400 thousand). Contingent liabilities The company has entered into leases in Virum, Aarhus, Odense and Kolding, which are non-cancellable until 31 March 2019. The lease payments totalled DKK 100,538 thousand in 2012 (2011: DKK 117,648 thousand). Furthermore, the Company has entered into leases regarding hardware for SAP and vehicles with a non-cancellable period of up to 3 years. The liability for the non-cancellable period amounts to DKK 724 thousand. ALECTIA A/S is a partner of R책dgivergruppen DNU I/S, which is a consortium established as a partnership where the five partners have joint and several liability. The consortium provides technical advisory services and assistance in connection with the establishement of the New University Hospital in Aarhus. The consortium has entered into a tenancy agreement with a non-cancellable period of 8 years. The total liability amounts to DKK 25,388 thousand, of which DKK 4,095 thousand falls due in 2013. Furthermore, a lease regarding a photocopier has been entered into with a non-cancellable period of 5 years. The lease obligation for the next years amounts to DKK 14 thousand. The total liability in the consortium amounts to DKK 69,362 thousand that with the addition of liabilities in non-cancellable periods on tenancy agreement and photocopier totals DKK 94,764 thousand. ALECTIA A/S' undivided share is 1/6, and the Company is jointly and severally liable. Pending litigation and arbitration proceedings The group is party to a few litigation and arbitration proceedings. In Management's opnion, the outcome of these proceedings will not futher affect the Group's financial position.
12. Related party transactions The Company's related parties comprise the parent foundation, subsidiaries and Management. With the exception of intra-group transactions, usual management remuneration and bonuses as well as fees to the law firm of the chairman of the Board, during the year, no transactions were carried out with the Company's Management, group enterprises or other related parties. All transactions were made on arm's lenght basis.
13. Ownership In the Company's register of shareholders pursuant to section 28(a) of the Danish Public Companies Act, the ALECTIA-Foundation, which exercies control, is registered.
p\57