Annual Report 2011
ANDUS GROUP Serving the industry
Annual Report 2011
1 | Andus Group | Annual report 2011
ANDUS GROUP Serving the industry
2 |
Refractories AK 46 S bricks for the anode baking furnace, Hindalco Aditya Smelter Project (India)
Index 5
Company profile
7
The group of companies
11
Key figures
12
Management report
18
Consolidated balance sheet
20
Consolidated income statement
21
Consolidated cash flow statement
23
Notes to the 2011 annual accounts
27
Auditors’ report
29
Report from the supervisory board
30
List of group companies
3 | Andus Group | Annual report 2011
4 |
Construction Solid State Building (SS2), Indorama Polymers BV, Rotterdam (NL)
Company profile Andus Group is the holding company of independent subsidiaries at home and abroad. Over 100 years of experience underlies the leading position that Andus Group has built up in process equipment, offshore platforms, refractories and complex steel structures. With our sophisticated shop facilities and highly skilled staff, we develop specific solutions, build complex steel structures and manufacture products for industry and petrochemicals, infrastructure and maritime sector. The organization has a combined turnover of around Euro 200 million and has approximately 800 employees in the Netherlands, Belgium, Germany and Slovakia. It is a company in perfect health, operating at the top of the market. Andus Group offers the power and the ability to find solutions that today’s clients require. Alongside autonomous growth, Andus Group strives for growth through acquisitions. Andus Group is a solid, reliable partner for its customers, giving top priority to the highest safety and quality standards.
Serving the industry The Group sees its mission as: ‘Serving the industry’. This motto means that customers are always able to call on the specialised know-how and attention in the field of process equipment, refractory solutions, offshore projects and complex steel structures. A healthy mix of reliability and a constant desire for innovation ensures that Andus Group is able to successfully maintain its top position in the market. Andus Group is a solid company that combines human added value with modern entrepreneurship, high quality technology and inspiring leadership.
5 | Andus Group | Annual report 2011
6 |
Offshore B13 Platform for Chevron Transportation BV and its Partners, North Sea
The group of companies as per April 1, 2012
Offshore
Construction
Refractories
Process
HSM Offshore
HSM Steel Structures
Gouda Refractories
FIB Industries
Lengkeek Staalbouw
Gouda Vuurvast Services
P&K Rail
Gouda Vuurvast Belgium
RijnDijk Construction
Gouda Feuerfest (Deutschland)
Intersteel Slovakia
7 | Andus Group | Annual report 2011
The group of companies as per April 1, 2012
Andus Group companies Local partners
Canada
USA
8 |
Venezuela
Brazil
Argentina
The Netherlands Leeuwarden
Schagen Parsau (Wolfsburg)
Gouda Schiedam Hoogvliet
Nieuwegein Geldermalsen
Germany Eindhoven Budel
Willich (D端sseldorf)
Antwerp
Belgium
Norway
Slovakia China
Greece
South Korea Saudi Arabia Bahrain UAE
9 | Andus Group | Annual report 2011
Egypt
India
Mozambique Australia South Africa
10 |
Construction Bridge and lock gates for ship locks 4-5-6 Zuid-Willemsvaart, Ministry of Transport and Civil Works (NL)
Key figures
amounts in € x 1,000
Operating income
2011
2010
2009
2008
2007
198.341
165.943
164.828
192.155
142.866
EBITDA*
16.682
9.590
11.312
15.412
12.121
Operating result
10.871
4.114
5.075
12.218
10.976
7.922
2.712
3.482
8.989
8.278
Operating result/Turnover
5,5%
2,5%
3,1%
6,4%
7,7%
Net result/Turnover
4,0%
1,6%
2,1%
4,7%
5,8%
Shareholders' equity
37.594
33.167
32.456
25.581
22.102
Balance sheet total
75.888
71.632
67.352
78.308
48.500
Shareholders' equity/Balance sheet total
49,5%
46,3%
48,2%
32,7%
45,6%
Net result/Shareholders' equity
21,1%
8,2%
10,7%
35,1%
37,5%
11.989
7.279
7.382
11.742
16.110
768
792
870
947
607
Net result
Current assets - current liabilities Average number of employees
* EBITDA = earnings before interest, taxes, depreciation and amortization.
40,000 40,000 35,000 35,000 30,000 30,000 25,000 25,000 20,000 20,000 15,000 15,000
2007 2007
2008 2008
2009 2009
2010 2010
2011 2011
Shareholders’ equity (x € 1,000) Shareholders’ equity (x € 1,000)
2007 2007
2008 2008
2009 2009
2010 2010
2011 2011
18,000 18,000 16,000 16,000 14,000 14,000 12,000 12,000 10,000 10,000 8,000 8,000 6,000 6,000
50.0% 50.0% 45.0% 45.0% 40.0% 40.0% 35.0% 35.0% 30.0% 30.0% 25.0% 25.0% 20.0% 20.0% 15.0% 15.0%
EBITDA (in € 1,000) EBITDA (in € 1,000)
2007 2007
2008 2008
2009 2009
2010 2010
2011 2011
Shareholders’ equity/Balance sheet total (in %) Shareholders’ equity/Balance sheet total (in %)
2007 2007
2008 2008
2009 2009
2010 2010
2011 2011
11 | Andus Group | Annual report 2011
200,000 200,000 180,000 180,000 160,000 160,000 140,000 140,000 120,000 120,000 100,000 100,000
Turnover (in € 1,000) Turnover (in € 1,000)
Management report
The year 2011 After a year of consolidation in 2010, 2011 showed a return to strong growth in terms of both revenue and profit, despite the fact that the economic climate has yet to improve. This growth was largely due to the recovery experienced by Gouda Refractories and FIB Industries. At Gouda Refractories, this recovery had already started in mid-2010 and continued throughout 2011. The turning point for FIB Industries came about in January 2011 thanks to a significant rise in the number of projects awarded, and this continued throughout most of the year. Another important factor was RijnDijk Construction’s good profits. In late 2010, we had foreseen a challenging 2011 for our construction companies due to substantial overcapacity in the Netherlands and surrounding countries and a declining willingness to invest with our (potential) clients. In order to cope with these challenges, we closed down our production facility in Slovakia and merged the companies RijnDijk Steel Contracting, WVL Staalbouwers, RijnDijk Technical Services, RijnDijk Engineering and Mebra Metaalbewerking into one company, RijnDijk Construction. With offices in Eindhoven and production facilities in Budel and Schagen, we have become more flexible, more decisive and the organisation has grown to such a scale that we are even more able to efficiently carry out large projects in the petrochemical and energy markets. As well as this, we have withdrawn from the utilities market. These decisions have contributed significantly to RijnDijk Construction’s positive results for 2011.
Despite the difficult economic situation in the Netherlands, both our turnover and profits have shown a significant growth. Almost all growth has been realized outside the Netherlands. Whereas € 91 million in turnover was achieved outside of the Netherlands in 2010, this figure has reached € 119 million by 2011. All this has resulted in a turnover growth of 20% to € 198 million. Although the margins in most markets remain low, the EBITDA in 2011 increased by 74% to € 16.7 million and profits after tax increased by 192% to € 7.9 million. This represents a return on investment of over 20% and a turnover margin of 4%. This is a significant improvement as compared to 2010 when these figures were 8% and 1.6% respectively. The net cash flow in 2011 totalled € 8.8 million. Constantly paying attention to limited overhead costs and full attention to cost control are important driving factors behind this result. If we place these results against the backdrop of the 2011 economic climate – which was certainly no better than that of 2010 – then we are certainly very satisfied with this performance. The order book amounted to approximately € 120 million in late 2011. It should be taken into account that approximately 20% of turnover is related to maintenance and therefore has a very short horizon in terms of its order book. The order book shows overall good quality projects.
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Just as in recent years, HSM, Gouda Vuurvast Services and Gouda Vuurvast Belgium have reported good results and form an important basis for maintaining our profitability.
In late 2011, we concluded new credit facilities with our bankers, with better terms and conditions, totalling € 40 million. By the end of 2011, we had a positive bank balance of over € 7 million. Combined with 50% solvency, we believe this contributes to a low risk profile.
Thanks to the above developments, all four divisions delivered profits in 2011. Generally speaking, these divisions are in different phases of an economic cycle, experiencing both upward and downward economic tendencies, which ensures a spreading of risk and thus contributes to the Andus Group’s low risk profile.
In conclusion it can be seen that the offshore division, just as in previous years, has experienced little or no negative effects from the (global) crisis; that the refractory division recovered very well in 2011; and that the construction and process divisions have done relatively well in their challenging markets against strong competition.
In recent years, Asselbergs Ventilatoren has shown very little or no growth at all and, based on our understanding of this market, we did not see this situation improving in years to come. This is why we sold the company in late 2011 without this having a major impact on either our balance sheet or our income statement. Also, we terminated all our activities in Nigeria (Intersteel Nigeria).
Volume of trade by division Specifically, the most important developments can be summarized as follows: We categorize our operating companies into a number of divisions so as to be able to monitor developments in
the various market segments rather than doing so on a company-by-company basis. We use a divisional structure, within which we have arranged our companies into four main groups: Construction, Refractories, Offshore and Process. Taking these four divisions as a basis, we will briefly outline their various activities in turn. Construction This division includes all our production, projects and maintenance companies operating in industrial steel engineering, construction, erection, maintenance, bridges and ship lock construction, steel production facilities, and special products for rail infrastructure. Refractories This division includes all activities in the field of refractory engineering, production, services, maintenance and projects. Offshore This division includes HSM Offshore, which prefabricates compression modules, jackets, living quarters, production platforms, transformer platforms and process modules, mainly for offshore projects.
Market segments The focus within each of our divisions is on the end user and thus it is a very strong policy that all our divisions in general can work for the same end customers within different market segments. Because the market cuts right across the divisional structure, all four divisions may operate in virtually any of the market segments that we focus on. Industry and Petrochemicals This market sector has lived up to its promise, and has once again provided our company with a solid foundation. We have been involved in several projects in the Netherlands and elsewhere in the world and are well-known as a valuable partner to most important players in the business.
Volume of trade by division
The graph below shows the turnover of the various divisions in relation to total turnover. 24%
13%
35%
Construction Process Offshore Refractories
28%
13 | Andus Group | Annual report 2011
Process This division includes FIB Industries, a manufacturer of stainless steel process equipment.
Management report
Shell, Exxon Mobile, Total, Conoco Phillips, Sabic, BASF, Shinetshu, Lyondell, Hindalco, Dubal, Rio Tinto Alcan, Lanxess, Indorama, General Electric, Alcan, Tata Steel, Dow Chemical, Borealis, Jacobs, Fisia Babcock, Fluor, ABB and Stone & Webster are just a few of the names that spring to mind when referring to our customers in the Netherlands and abroad. This market sector will continue to be an important one in our overall focus.
Rail infrastructure We started 2011 with a satisfactory order book and expectations for further growth in turnover. After the first few months in 2011, however, the demand for projects strongly decreased, as did the margin. Overall turnover in 2011 was more or less equal to that of 2010. Since our short-term expectations have not changed, we expect 2012 to be a challenging year with a significantly lower turnover.
Energy This market sector constitutes a promising contribution indeed to our continuity, with energy production projects booming worldwide. The increase in refractory products and services is the main driving factor behind this upward trend. The major Alstom contract for the extension of a power plant in the south of the Netherlands has also played a part in this, as well as the transformer platforms we built for companies such as ABB Offshore Wind Connections and Energinet.
Food and pharmaceuticals We consolidated our turnover in this market sector, which was fully realised by FIB Industries in Leeuwarden. This manufacturer of highly sophisticated, state-of-the-art stainless steel equipment is well established in the market for process vessels, beer tap systems, separators and related equipment – all products that normally form the core of production facilities in food and pharmaceutical companies. We expect to increase our activities in this segment during 2012.
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Civil engineering Several projects involving bridges in the Netherlands and Norway are ongoing and we expect this market sector to constitute an important part of our revenue in years to come. It is generally expected that the government will continue to push projects (bridges and ship locks) in this segment forward to support the economy in these difficult times. The Norwegian government is also intending to invest in building new large suspension bridges in the next few years. We expect to increase our activities in this market during 2012 by way of standalone growth and/or acquisition. Oil & Gas There is steady demand for this market sector. HSM Offshore makes us one of the key players in building complete platforms for oil exploration companies such as Shell, Chevron, NAM, Maersk, Total, GDF Suez, Ithaca, EOG, Paladin and others. We have already been awarded contracts for 2012 that will almost fully occupy our production facilities. There are still good opportunities in this segment, and we still expect a profitable and steady market in the future. We are focused on achieving growth in this market.
The Netherlands, Europe and the world The diagram to the right shows that we have once more managed to achieve a more balanced and better spread of our turnover across the Netherlands, Europe and the rest of the world. Our worldwide refractory activities and the growth of FIB Industries’ global activities in 2011 have contributed to this.
Investments We have invested around € 5 million in new machinery and facilities, including new premises for our Belgian refractory activities with a well-equipped production facility. We have kept our investment program at a high level in order to increase automation and to prepare for future growth. Even so, these high level investments are necessary in order to remain active in the high end markets we operate in. We are already running a new investment program for 2012 to expand production facilities at Gouda Refractories, with a view to increasing production output by around 60%.
Risk management Andus Group has a strict policy which aims to limit and control current and future risks as much as possible without affecting entrepreneurship and flexibility. Because of this, all trade receivables are insured against non-payment and all currency risks are hedged immediately. Andus Group maintains adequate in-company risk monitoring and management. Moreover, high priority is given to a strong solvency and cash position. Consistency is more important than profitability.
Market segments 2011
The breakdown of turnover achieved in the various markets we operate in, is illustrated by the diagram below. 22% 8%
3%
3%
15%
Personnel and organization It is our workforce and employees who fulfil our customers' wishes and requirements. The total number of employees during this reporting period was 768, a small decrease compared to 2011. However the number of temporary employees increased to an average of over 200 throughout the year. This number of flexible employees allowed us to absorb some fluctuations in demand. We have not replaced staff, other than those who have left in the normal course of events, which accounts for the drop in the total number of employees.
Industry Rail infrastructure Food/pharmaceuticals Oil & Gas Petrochemicals Energy Civil engineering
The Netherlands, Europe and the world 40%
35%
25%
The Netherlands Europe Rest of the world
15 | Andus Group | Annual report 2011
The sick leave percentage for the group as a whole shows no major differences from previous years and is quite stable at approximately 4.8%. However, significant differences between the different companies and staff groups (e.g. blue and white collar workers) have been observed and we are continuing to make sustained efforts to decrease sick leave rates. Consultations with the works council and staff representatives have been positive and constructive. The heart of Andus Group remains, as ever, its employees. Their skills, professionalism, efforts and loyalty have made Andus Group what it is today: a strong group of companies, each striving individually towards reaching the top in its own particular field, and together generating the added value that provides us with our unique position in the industry.
24% 25%
16 |
Offshore 68m' high jacket for B13 platform, North Sea
Management report
Prospects for 2012 As of early April 2012, we are quite confident – with what we know today – that 2012 will be yet another profitable year. We still face some challenges when it comes to capacity utilization in some of our companies. Another challenge, as was the case in 2011, is the highly competitive environment which results in low margins. This applies mainly to the construction and process divisions. In spite of these challenges, current projects are progressing smoothly, providing good indicators that profit figures in 2012 wil be satisfactory again. Further growth will be achieved in the same market sectors. The products and services we provide across our entire market, combined with our international outlook, will spearhead our company’s future development.
Tom van Rijn Chairman of the Board
17 | Andus Group | Annual report 2011
Andus Group Board: Wiebe van den Elshout, Member of the Board Kris Rooijakkers, Secretary to the Board Tom van Rijn, Chairman of the Board
Abbreviated financial statements derived from the audited financial statements 2011
Consolidated balance sheet
per December 31, 2011, amounts in € 1,000
ASSETS (in € 1,000)
31 December 2011
31 December 2010
Fixed assets Intangible fixed assets • Goodwill
370
423
Tangible fixed assets • Land and buildings • Machinery and equipment • Other operating assets
4,674
4,250
17,457
18,391
7,057
6,198 29,188
28,839
0
1,000
Financial fixed assets • Participations
Current assets • Stock
5,869
5,183
• Construction contracts
3,025
5,157 8,894
10,340
18 |
Short-term receivables • Trade receivables
26,181
25,902
• Taxes and social securities
1,852
693
• Other receivables and prepaid expenses
2,210
3,301 30,243
29,896
Cash
7,193
1,134
Total
75,888
71,632
Shareholders' equity & liabilities
31 December 2011
Shareholders’ equity
31 December 2010
37,594
33,167
Provisions • Deferred tax liabilities
2,732
3,169
• Employee benefits
475
443
• Other
746
762 3,953
4,374
Short-term liabilities • Banks • Accounts payables • Taxes and social securities
Total
2,706
22,127
21,917
1,964
1,376
10,250
8,092 34,341
34,090
75,888
71,632
19 | Andus Group | Annual report 2011
• Other payables and accrued expenses
0
Consolidated income statement
amounts in â‚Ź 1,000
2011
Operating income Raw materials and auxiliaries, cost of contracted work Wages, salaries Social security Depreciation intangible fixed assets Depreciation tangible fixed assets Other operating expenses
Total operating expenses
2010
198,341
165,943
105,701
88,662
44,055
39,136
7,982
7,659
53
53
5,537
5,084
23,921
20,897
187,249
161,490
11,092
4,453
-221
-340
before taxation
10,871
4,114
Taxation on ordinary activities
-2,921
-1,402
-28
0
7,922
2,712
Operating results Interest income and expenses
Result on ordinary activities 20 |
Participations Net result after taxation
Consolidated cash flow statement
amounts in â‚Ź 1,000
2011
2010
Cash flow from operating activities Operating results
11,092
4,453
Adjustments to: Depreciations
5,590
5,136
Changes in provisions
-421
-394
Changes in receivables
-347
-9,098
Changes in inventory and work in progress
1,446
-9,988
Changes in current liabilities (excl. bankers)
2,957
7,526
Gross cash flow from operating activities Interest Taxation
9,225
-6,817
-249
-340
-2,921
-1,402
Net cash flow from operating activities
-3,170
-1,742
17,147
-4,106
Cash flow from investing activities (Dis)investments in tangible fixed assets Acquisition of participations
-4,886
-5,558
0
0
Net cash flow from investing activities
-4,886
-5,558
Cash flow from financing activities Bank loans
-3,495
-2,000
0
0
Cash flow from financing activities
-3,495
-2,000
Net cash flow
8,766
-11,664
Cash at January 1 (incl. acquisition and disposition of participations)
-1,574
10,090
Cash at December 31
7,192
-1,574
21 | Andus Group | Annual report 2011
Dividend
22 |
Refractories Installation of refractory material in reaction furnaces, Bechtel - Chevron Pascagoula, Mississippi (USA)
Notes to the 2011 annual accounts
Principles for financial reporting Activities Andus Group BV is the holding company of independent subsidiaries, specialised in the worldwide realisation of industrial projects and supply and manufacturing of products for industrial end users. The activities mainly concentrate on the (petro) chemistry, oil and gas industry, energy market and civil engineering. General Accounting principles regarding valuation and profit recognition as below apply as well to the company’s annual accounts as to the consolidated annual accounts. The financial statements are prepared under the historical cost convention. Unless stated otherwise, assets and liabilities are stated at face value.
The consolidated annual accounts comprise the annual accounts for: • Andus Group BV in Eindhoven • BNG Staalconstructie BV in Budel, 100%
23 | Andus Group | Annual report 2011
Principles of consolidation Financial information relating to group companies and other legal entities which are controlled by Andus Group BV or where central management is conducted has been consolidated in the financial statements of Andus Group BV. The consolidated financial statements have been prepared in accordance with the accounting principles of Andus Group BV. The financial information relating to Andus Group BV is presented in the consolidated financial statements. Financial information relating to the group companies and the other legal entities and companies included in the consolidation is fully included in the consolidated financial statements, eliminating the intercompany relationships and transactions. Third-party shares in equity and results of group companies are separately disclosed in the consolidated financial statements. The results of newly acquired group companies and the other legal entities and companies included in the consolidation are consolidated from the acquisition date. At that date the assets, provisions and liabilities are measured at fair values. Goodwill paid is capitalised, to which amortisation is charged based on the estimated useful life. The results of participations sold during the year are recognised until the moment of disposal.
• RijnDijk Engineering BV in Eindhoven, 100%, RijnDijk Construction BV • A sselbergs Ventilatoren BV in Utrecht, 100% until November 2011 • RijnDijk Technical Services BV in Budel, 100% • Mebra Metaalbewerking BV in Budel, 100% • RijnDijk Construction Zuid BV in Eindhoven, 100% RijnDijk Construction BV • Lengkeek Staalbouw BV in Hoogvliet, 100% • P&K Rail BV in Nieuwegein, 100% • RijnDijk Construction Noord BV in Schagen, 100% RijnDijk Construction BV • Staalstraalbedrijf Unicum BV in Rotterdam, 100% • W VL Staalbouwers BV in Schagen, 100% until July 2011 • RijnDijk International BV in Eindhoven, 100% • Intersteel Holding s.r.o. in Košice (Slovakia), 100% RijnDijk International BV • Intersteel Slovakia s.r.o. in Košice (Slovakia), 100% RijnDijk International BV • Intersteel Construction Services Nigeria Ltd in Lagos (Nigeria), 99% RijnDijk International BV and 1% Wijnker Van Lint Staalbouwers BV until July 2011 • HSM BV in Schiedam, 100% • HSM Offshore BV in Schiedam, 100% HSM BV • HSM Steel Structures BV in Schiedam, 100% HSM BV • FIB Industries BV in Leeuwarden, 100% • RijnDijk Construction BV in Eindhoven, 100% • A ndus Refractories BV in Eindhoven, 100% • Gouda Refractories BV in Gouda, 100% Andus Refractories BV • Gouda Projects BV in Gouda, 100% Andus Refractories BV • Gouda Vuurvast Services BV in Gouda, 100% Andus Refractories BV • Gouda Vuurvast Belgium NV in Wijnegem (Belgium), 99% GVB Holding NV and 1% RijnDijk International BV • GVB Holding NV in Wijnegem (Belgium), 99% Andus Refractories BV en 1% RijnDijk International BV • Gouda Feuerfest Holding GmbH in Willich (Germany), 100% Andus Refractories BV • Gouda Feuerfest (Deutschland) GmbH in Willich (Germany), 100% Gouda Feuerfest (Deutschland) Holding GmbH • Gouda Feuerfest GmbH in Willich (Germany), 100% Gouda Feuerfest Holding GmbH • GFD Services GmbH in Parsau (Germany), 100% Gouda Feuerfest Holding GmbH • Gouda Vuurvast Nederland BV in Gouda, 100% Andus Refractories BV
Notes to the 2011 annual accounts
Financial instruments Financial instruments be both primary financial instruments, such as receivables and payables, and financial derivatives. For the principles of primary financial instruments, reference is made to the treatment per balance sheet item. The company records the way in which the hedge relations suit the goals of the risk management, the hedge strategy and the expectation in respect of the hedge’s effectiveness. The effective part of financial derivatives that have been allocated for cost price hedge accounting is valued at cost and the ineffective part is valued at fair value. The fair value changes of the ineffective part are directly recognised in the profit and loss account. The foreign currency components of both the hedged balance sheet items and the currency forward contracts that act as hedge instrument, are recognised at the rate as at balance sheet date. The foreign currency component of currency forward contracts that act as hedge instrument for hedging future transactions is valued at cost as long as the hedged position has not yet been recognized in the balance sheet.
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Translation of foreign currency method Transactions in foreign currency during the financial year are included in the financial statements at the exchange rates prevailing at transaction date. Receivables, liabilities and obligations denominated in foreign currency are translated at the exchange rates prevailing at balance sheet date. Exchange differences are taken to the profit and loss account. The balance sheets and the profit and loss accounts of foreign subsidiaries are translated at the year-end exchange rates. The exchange differences that arise are directly deducted from or added to the Group equity. Estimates The preparation of financial statements in conformity with the relevant rules requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the company’s accounting policies. If necessary for the purposes of providing the view required under Section 362 (1), Book 2, of the Netherlands Civil Code, the nature of these estimates and judgements, including the related assumptions, is disclosed in the notes to the financial statement items in question.
Principles of valuation and determination of assets and liabilities Intangible fixed assets Intangible fixed assets are stated at cost less accumulated amortization. Goodwill is amortized linearly over ten years. Tangible fixed assets Fixed assets are stated at current value. Assets are recognized at acquisition of manufacturing price as soon as they are acquired or manufactured respectively. Assets are subsequently stated at the lower of replacement value and value in use less accumulated depreciation. Assets held for sale are recognised at net realisable value. Assets are depreciated based on estimated useful life. Increases in the value are recognised in a revaluation reserve disclosed directly within equity. Current value is based on assessments carried out by a licensed assessor. As from 2011, taxations will be carried out every three years. Impairment cost and depreciation are recognised directly through profit or loss. Financial fixed assets Participations are valued at cost. Where significant influence is exercised on business and operating policy participations in consolidated group companies are valued under the equity method. The equity method is established by valuation of assets, provisions, liabilities and results on basis of the company’s principles for valuation and profit recognition. Other financial fixed assets are carried at face value – after deduction of any provisions. Impairment of non-current assets At each balance sheet date, the company tests whether there are any indications of assets being subject to impairment. If any such indications exist, the recoverable amount of the asset is determined. If this proves to be impossible, the recoverable amount of the cash generating unit to which the asset belongs is identified. An asset is subject to impairment if its carrying amount exceeds its recoverable amount; the recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the determination of impairment, assets are grouped at the lowest level of cash flow generating.
Stock Inventories of raw materials are valued at acquisition price or lower net realizable value. This lower net realizable value is determined by individual assessment of the inventories. Finished goods are valued at cost of manufacture or lower net realizable value. Cost of manufacture includes direct materials used, direct wages and machine costs and other direct costs of manufacture, together with applicable production overhead. Net realizable value is based on estimated selling price, less any future costs to be incurred for completion and disposal. A provision is made for obsolete stock and deducted from the total value of stock. Construction contracts Construction contracts are valued at cost together with applicable production overhead, increased by profits allocated to work carried out and deducted by losses foreseeable at balance sheet date. Construction contracts are reduced by amounts invoiced on account. Construction contracts are recognised as current liabilities if the balance of all construction contracts is negative. Receivables Receivables are included at face value, less any provision for doubtful accounts.
Revaluation A revaluation reserve is recognised net of deferred income tax liabilities for assets recognised at current value. Provisions Provisions are valued at face value. The deferred taxation is due to differences between the valuation principle in the annual report and the valuation for tax purposes of tangible fixed assets and is valued at the discounted value at an interest rate of 25%. Revaluation of real estate abroad is provisioned for with 19%. The deferred tax assets resulting from the tax loss carried forward is valued at the discounted value.
25 | Andus Group | Annual report 2011
Cash at hand and in bank The cash at bank and in hand is freely disposable to the company. The listed shares and bonds are valued at quoted market value at balance sheet date. Realized and unrealized value changes are directly recognised in the profit and loss account. Bonds held to maturity are valued at amortised cost.
Notes to the 2011 annual accounts
Provisions for employee benefits The company has several pension plans. The Dutch plans are financed by payments to pension fund administrators, i.e. insurance companies and industry-wide pension funds. The foreign pension funds are comparable to the Dutch pension system in terms of structure and functioning. The pension liabilities under both the Dutch and the foreign plans are valued according to the ‘valuation to pension fund approach’. In this approach, the contribution payable to the pension fund administrator is charged to the profit and loss account. A provision is recognised for additional pension/early retirement payments for Andus Refractories employees that retire at the age of 63 with a pension of 75% of their average salary. The provision for other employee benefits is based on actuarial calculations. Long-term liabilities Long-term liabilities comprise liabilities with a remaining loan term of over a year. Redemptions due within one year are included in the current liabilities. Current liabilities Current liabilities are valued at face value.
Principles applied to determine the result
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General The result is established by the difference between the operating income and all allocated costs in the reporting year. Foregoing principles of valuation and profit recognition apply to the establishment of all costs. Profit is recognised based upon percentage of completion of construction contracts. Losses originating before the end of the financial year are taken into account if they have become known before preparation of the financial statements. All other profits and losses are accounted for on accrual basis. Operating income The operating income represents amounts invoiced for goods and services supplied during the financial year under report and changes in costs and overhead charges in construction contracts. Depreciations Depreciations relate to the price of acquisition or as the case may be actual value of the referring (in)tangible fixed assets.
Financial receipts and expenditures Financial receipts and expenditures relate to interest, to be received from and to be paid to third parties. Taxation on net operating result Corporate income tax is calculated at the applicable rate on the profits for the financial year, taking into account permanent differences between profit calculated according to the profit and loss account and profit calculated for taxation purposes. Cash flow statement Cash flow statement is compiled according to the indirect method. According to this method, the net result is adjusted for profit and loss account items which do not affect income and expenditure during the year and movement in balance sheet and profit and loss account items associated with income and expenditure not considered to relate to normal operating activities. Cash flow of group companies taken over in the reporting year is taken into account for the whole year. Changes in bank credit are balanced with the changes in cash at hand and in bank.
Auditor’s report
The accompanying summary financial statements, which comprise the consolidated balance sheet as at 31 December 2011, the consolidated income statement and the consolidated cash flow statement for the year then ended and the notes, are derived from the audited financial statements of Andus Group BV for the year ended 31 December 2011. We expressed an unqualified audit opinion on those financial statements in our report dated 26 March 2012. Those financial statements, and the summary financial statements, do not reflect the effects of events that occurred subsequent to the date of our report on those financial statements. The summary financial statements do not contain all the disclosures required by Part 9 of Book 2 of the Netherlands Civil Code. Reading the summary financial statements, therefore, is not a substitute for reading the audited financial statements of Andus Group BV. Management’s responsibility Management is responsible for the preparation of a summary of the audited financial statements on the bases described in “Notes to the 2011 annual accounts” in the summary financial statements.
Opinion In our opinion, the summary financial statements derived from the audited financial statements of Andus Group BV for the year ended 31 December 2011 are consistent, in all material respects, with those financial statements, in accordance with Part 9 of Book 2 of the Netherlands Civil Code. PricewaterhouseCoopers Accountants N.V. Eindhoven, 26 March 2012
drs. E.M.A. van Heugten RA
27 | Andus Group | Annual report 2011
Auditor’s responsibility Our responsibility is to express an opinion on the summary financial statements based on our procedures, which were conducted in accordance with Dutch Law, including the Dutch Standard on Auditing 810 “Engagements to report on summary financial statements”.
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Construction Overheadline suspension system 25kV, Hanzelijn project (NL)
Report from the supervisory board
In the still difficult economic circumstances, Andus Group performed well in 2011. Set off against 2010, both the turnover and the results of Andus Group show significant growth. Important in this respect is that the profitability is more broad-based. Besides HSM, in particular the refractory companies and FIB Industries took a good share in the profit of 2011. The outlook for 2012 is turnover and results equalling the 2011 results.
Supervisory board
Daan Sperling
Finally, the board discussed their own performance amongst themselves. Occasional interim consultations have also been held between the management and the supervisory board. Paul Medendorp Annual company visits are an important instrument for deepening the knowledge, insight and feeling of the board for the individual companies within Andus Group. In 2011 the board visited RijnDijk Construction in Budel. It continues to hold true for all board members that there are no circumstances that may in any way constitute an obstacle to their independent and discerning functioning. The supervisory board thanks all those involved in Andus Group for their efforts and achievements in 2011.
Wouter Waleson
29 | Andus Group | Annual report 2011
In 2011, the supervisory board met four times with the management of Andus Group. Of course, each time the ongoing matters within Andus Group were discussed. In addition, a number of other specific topics were discussed: • The annual accounts for 2010. These were reviewed and approved in the presence of the accountant and recommended to the General Meeting of Shareholders for adoption. • Strategy. In order to guarantee continuity and seize opportunities Andus Group strives for controlled growth. First of all by the outstanding performances of all Andus subsidiaries. Some examples: the expansion of the production capacity of Gouda Refractories, the integration of a number of the construction companies. Apart from this and using its specific knowledge and expertise, Andus Group is, from its outstanding financially healthy position, constantly striving for new possibilities. Andus Group is very experienced in the acquisition of companies that match the existing markets, qualities and company culture. Only with these matches added value can be created. In our discussion on further growth possible risks are sharply evaluated, as well as possible consequences for the controlling of the company. • Compliance. Integrity and social control are values that are firmly anchored in Andus Group and its companies. In order to maintain this and to avoid integrity risks as much as possible, systematic attention is given to behaviour and risks in this aspect. • Reappointment of Wouter Waleson in the supervisory board as per September 2011. His first term ended in September according to the roster of resignation. • Annual evaluation of the consultation between management and supervisory board.
List of group companies as per April 1, 2012
ANDUS Group BV Beukenlaan 117, 5616 VC Eindhoven, The Netherlands T +31 (0)40 - 211 58 00 F +31 (0)40 - 213 47 79 I www.andusgroup.com
Eindhoven
Subsidiaries
Construction HSM Steel Structures BV Managing director: Jaco Lemmerzaal Technical director: Gijs Kaashoek Bridges, barriers and ship locks Westfrankelandsedijk 9, Haven 528, 3115 HG Schiedam, NL T +31 (0)10 - 427 92 00 I www.hsm.nl
Schiedam
Lengkeek Staalbouw BV Managing director: Dick Bikker Maintenance oriented steel contractor Oppermanstraat 80, 3194 AC Hoogvliet, NL T +31 (0)10 - 416 16 44 I www.lengkeek-staalbouw.nl
Hoogvliet
P&K Rail BV Managing director: Herman Treurniet Structures and components for overhead lines and signaling systems in the rail infra market Groningenhaven 2, 3433 PE Nieuwegein, NL T +31 (0)30 - 246 95 92 I www.p-en-k.nl
Nieuwegein
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RijnDijk Construction BV Commercial director: Jan Moons Technical director: Ton Lavrijssen Engineering, production and assembly of large turnkey industrial projects Beukenlaan 115, 5616 VC Eindhoven, NL T +31 (0)40 - 246 72 28 I www.rijndijk.com Workshop facilities: RijnDijk Construction Noord BV Zijperweg 8, Industrieterrein Lagedijk 1742 NE Schagen, NL T +31 (0)224 - 27 31 00 I www.rijndijk.com
Schagen
Budel
RijnDijk Construction Zuid BV Fabrieksstraat 104, 6021 RE Budel, NL T +31 (0)495 - 49 18 02 I www.rijndijk.com Intersteel Slovakia s.r.o. Hranicná 2, 040 17 Košice, Slovakia T +421 (0)55 - 729 92 27 I www.intersteel.sk
Košice (SK)
Refractories Gouda Refractories BV Managing director: Marcus Schuchmann Commercial director: Michel Grootenboer Technical director: Peter van Berkel Design, manufacturing and supply of refractory linings Goudkade 11-16, 2802 AA Gouda, NL T +31 (0)182 - 59 14 00 I www.goudarefractories.com De Rondoven 2, 4191 GX Geldermalsen, NL T +31 (0)345 - 57 49 43 I www.goudarefractories.com
Gouda
Geldermalsen
Gouda Vuurvast Services BV Managing director: Arie van Vliet Supply, installation and maintenance of refractory linings Goudkade 11, 2802 AA Gouda, NL T +31 (0)182 - 59 14 00 I www.goudaservices.com Gouda Gouda Vuurvast Belgium NV Managing director: Philip Knipscheer Supply, installation and maintenance of refractory linings Vosveld 13, B-2110 Wijnegem, Belgium T +32 (0)3 - 326 57 00 I www.goudavuurvast.be Gouda Feuerfest (Deutschland) GmbH Managing director: Erik van den Broek Supply, installation and maintenance of refractory linings SchmiedestraĂ&#x;e 4, 38470 Parsau (Wolfsburg), Germany T +49 (0)5368 - 970 660 I www.goudafeuerfest.de HalskestraĂ&#x;e 4a, 47877 Willich, Germany T +49 (0)2154 - 888 700 I www.goudafeuerfest.de
Wijnegem (B)
Parsau (DE)
HSM Offshore BV Managing director: Jaco Lemmerzaal Technical director: Gijs Kaashoek Compression and process modules, wellhead and production platforms, jackets, offshore high voltage stations (OHVS), living quarters Westfrankelandsedijk 9, Haven 528, 3115 HG Schiedam, NL T +31 (0)10 - 427 92 00 I www.hsm.nl
Process FIB Industries BV Managing director: Gatse Heida Technical director: Hielke van den Berg Stainless steel process equipment and beer systems Einsteinweg 18, 8912 AP Leeuwarden, NL T +31 (0)58 - 294 59 45 I www.fib.nl
Willich (DE)
Schiedam
Leeuwarden
31 | Andus Group | Annual report 2011
Offshore
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Process Absorber column, Lanxess, Krefeld (Germany) via Dynea (Norway)
Beukenlaan 117, 5616 VC Eindhoven NL T +31 (0)40 - 211 58 00 F +31 (0)40 - 213 47 79 E info@andusgroup.com I www.andusgroup.com