Company statement of financial position as at December 31

Transcription

1 116 Company statement of financial position Company statement of income Company statement of financial position as at December 31 before allocation of profit In Eur 1,000 Assets Note Non-current assets Intangible assets Property, plant & equipment 35 1,478 1,400 Investments in subsidiaries , ,850 Other investments ,682 21,949 Deferred tax assets 41 3,988 9,227 Derivatives 11 Total non-current assets 383, ,823 Current assets Derivatives Receivables , ,464 Corporate income tax receivable Cash and cash equivalents 3,874 55,227 Total current assets 270, ,765 Total assets 653, ,588 Equity and liabilities Shareholders equity Share capital 1,437 1,354 Share premium 168, ,788 Translation reserve (18,074) (20,858) Statutory reserves 32,479 52,243 Hedging reserve (6,217) (3,943) Retained earnings 197, ,286 Undistributed profits 79,507 73,930 Total Shareholders equity , ,800 Non-current liabilities Provisions 40 2,000 3,990 Deferred tax liabilities 41 1, Long-term debt 1,991 Derivatives Total non-current liabilities 5,342 4,232 Current liabilities Corporate tax liabilities 4,622 Derivatives 11 1,130 1,300 Trade and other liabilities ,050 82,634 Total current liabilities 193,180 88,556 Total equity and liabilities 653, ,588 Company statement of income for the year ended December 31 In Eur 1,000 Net income subsidiaries 36 62,257 49,371 Other results 43 17,250 24,559 Net income 79,507 73,930 The notes on page 117 to 122 are an integral part of these company financial statements

2 117 Notes to the Company statement of financial position General Unless stated otherwise, all amounts are rounded in thousands of euros. The Company financial statements have been prepared using the option of section 362 of Book 2 of the Netherlands Civil Code, meaning that the accounting principles used are the same as for the consolidated financial statements. Foreign currency amounts have been translated, assets and liabilities have been valued, and net income has been determined, in accordance with the principles of valuation and determination of income presented in note 2 Basis of preparation and 3 Significant accounting policies to the consolidated financial statements. Subsidiaries of ARCADIS NV are accounted for using the equity method. The presentation of the statement of financial position slightly deviates from the requirements of Dutch law, in order to achieve optimal transparency between the consolidated financial statements and the Company financial statements. As the financial data of ARCADIS NV are included in the consolidated financial statements, the statement of income of ARCADIS NV is condensed in conformity with section 402 of Book 2 of the Netherlands Civil Code. 34 Intangible assets Software Cost Balance at January 1, ,361 Investments 119 Disposals (49) Balance at December 31, ,431 Balance at January 1, ,431 Investments Disposals (3,810) Balance at December 31, Amortization Balance at January 1, ,901 Amortization charge for the year 182 Disposals (49) Balance at December 31, ,034 Balance at January 1, ,034 Amortization charge for the year 186 Disposals (3,810) Balance at December 31, Carrying amounts At January 1, At December 31, Property, plant & equipment Furniture and fixtures Cost Balance at January 1, ,145 Investments 838 Disposals (33) Balance at December 31, ,950 Balance at January 1, ,950 Investments 332 Disposals (136) Balance at December 31, ,146 Depreciation Balance at January 1, Depreciation charge for the year 170 Disposals (31) Balance at December 31, Balance at January 1, Depreciation charge for the year 255 Disposals (137) Balance at December 31, Carrying amounts At January 1, At December 31, ,400 At January 1, ,400 At December 31, , Investments in subsidiaries Balance at January 1 167, ,156 Share in income 62,257 49,371 Cost of share-based payments recognized in subsidiaries 5,729 5,591 Dividends received (16,900) (20,000) Purchase of non-controlling interest (31,099) Actuarial gains / (losses) (4,100) Change in hedging reserve for cash flow hedges (2,274) (5,936) Other changes 106 (89) Exchange rate differences 3,769 6,757 Balance at December , , Other investments Balance at January 1 21,949 5,213 Loans issued to subsidiaries 173,178 19,745 Redemptions (1,166) (4,114) Exchange rate differences (1,279) 1,105 Balance at December ,682 21,949 At January 1, At December 31,

3 118 Loans issued to subsidiaries mainly relate to the financing of the acquisition of EC Harris and the 50% minus 1 share of ARCADIS Logos. The interest percentages related to these loans are based on GBP LIBOR and EURIBOR, respectively. 38 Receivables Receivables from subsidiaries 261, ,191 Taxes and social security contributions 4, Other receivables Balance at December , ,464 The receivables from subsidiaries mainly relate to short-term financing by means of current accounts. 39 Shareholders equity Share capital Share premium Hedging reserve Translation reserve Statutory reserve Retained earnings Undistributed profits Balance at January 1, , , (28,397) 38, ,627 72, ,704 Profit for the period 73,930 73,930 Exchange rate differences 7,539 7,539 Effective portion of changes in fair value of cash flow hedges (4,021) (4,021) Other comprehensive income (4,021) 7,539 3,518 Total comprehensive income for the period (4,021) 7,539 73,930 77,448 Transactions with owners of the Company: 7,273 7,273 Share-based payments 1,034 1,034 Tax related to share-based payments (29,867) (29,867) Dividends to shareholders 13,742 27,979 (42,886) (1,165) Addition to other (statutory) reserves (18,671) (18,671) Purchase of own shares 5,044 5,044 Total transactions with owners of the Company 13,742 22,659 (72,753) (36,352) Balance at December 31, , ,788 (3,943) (20,858) 52, ,286 73, ,800 Balance at January 1, , ,788 (3,943) (20,858) 52, ,286 73, ,800 Profit for the period 79,507 79,507 Exchange rate differences 2,784 2,784 Effective portion of changes in fair value of cash flow hedges (2,274) (2,274) Actuarial (loss) / gain on post employment benefit obligations (4,100) (4,100) Other comprehensive income (2,274) 2,784 (4,100) (3,590) Total comprehensive income for the period (2,274) 2,784 (4,100) 79,507 75,917 Transactions with owners of the Company: Share-based compensation 6,788 6,788 Taxes related to sharebased compensation (1,370) (1,370) Dividends to shareholders (31,010) (31,010) Addition to other (statutory) reserves (19,764) 62,684 (42,920) Issuance of shares 83 61,592 61,675 Purchase of own shares (21,599) (21,599) Options exercised 3,343 3,343 Purchase of non-controlling interest (31,099) (31,099) Total transactions with owners of the Company 83 61,592 (19,764) 18,747 (73,930) (13,272) Balance at December 31, , ,380 (6,217) (18,074) 32, ,933 79, ,445 Statutory reserves include 16.7 million for reserves relating to earnings retained by subsidiaries and 15.8 million for earnings from associates and joint ventures. Statutory reserves are non-distributable. Total

4 119 For information on shares purchased to cover the Company s option plans, see note 16 Equity attributable to equity holders of the consolidated financial statements. 40 Provisions Deferred Other Total compensation Balance at January ,000 3,990 Additions Releases (990) (1,000) (1,990) Balance at December 31 2,000 2,000 Non-current 2,000 2,000 Current Total 2,000 2,000 The opening balance of provisions includes a current portion of 325 thousand, which in the balance sheet is included in other liabilities. The provision for deferred compensation relates to a relatively small number of staff that is eligible for jubilee payments. 41 Deferred tax assets and liabilities Additionally there are 24 million of undrawn committed facilities attracting an interest rate that is EURIBORdenominated (2010: 38 million, nil utilization). During 2011, a new Revolving Credit Facility of 150 million was signed with a banking syndicate. At 31 December million of this facility was undrawn. Commitments and contingent liabilities The Company is for income tax purposes the parent of the fiscal unit ARCADIS NV and is therefore liable for the liabilities of the fiscal unit as a whole. Ultimo 2011 the Company had commitments for rent and lease obligations amounting to 4.6 million (2010: 8.5 million). The decrease related mainly to reduction in leaseholds on buildings. Guarantees ARCADIS NV has pledged guarantees for the short-term credit and guarantee facilities that are available for use to its operating companies. The total amount available under these facilities is 106 million of which 35.9 million was used at the balance sheet date (2010: 111 million of which 43.2 million was used). Deferred tax assets Deferred tax liabilities Total Balance at January 1, ,112 (1,669) 3,443 Additions/(deductions) 2, ,390 Changes recognized directly in equity 2,050 1,102 3,152 Balance at December 31, ,227 (242) 8,985 Balance at January 1, ,227 (242) 8,985 Additions/(deductions) (2,632) (1,016) (3,648) Other changes (222) (146) (368) Changes recognized directly in equity (2,385) 53 (2,332) Balance at December 31, ,988 (1,351) 2, Trade and other liabilities Bank overdrafts 3, Suppliers 4,014 2,071 Payable to group companies 148,163 75,159 Pension liabilities 565 1,333 Short-term bank debt 35,000 Other liabilities 418 4,004 Balance at December ,050 82,634 The short-term credit facilities total 56 million (2010: 61 million). No current receivables or other assets have been pledged.

5 120 Notes to the Company statement of income 43 Net income Net income of subsidiaries is the share of ARCADIS NV in the results of its subsidiaries. Other results relate to the financial performance of ARCADIS NV, and mainly include intercompany financial income such as management fees and royalty and branding fees, and the fair value change of interest rate currency swaps for bank loans. 44 Remuneration of Executive Board and Supervisory Board In 2011, an amount of 3.3 million (2010: 3.1 million) was charged to the Company for remuneration of Executive Board members including pension charges. As variable remuneration, 67,500 performance shares 135,000 performance options, and 70,000 unconditional options were granted. Reference is made to the remuneration report. For information on the shares repurchased to cover for the exercise of options granted to Executive Board Members and other key management personnel please see note 16 Equity attributable to equity holders of the consolidated financial statements. In the schedule below, the different components of the remuneration for each Executive Board member are provided. For an explanation of the Remuneration Policy, see the Remuneration Report included in this Annual Report on pages 56 to 60. In Eur 1,000 Year Salary Bonus 1) Pension Performance shares Performance options Number Amount 2) Number Amount 2) Harrie L.J. Noy , , , , Renier Vree , , , , Steven B. Blake , , , , Neil C. McArthur , , Friedrich M.T. Schneider , , , , Former board members C. Michiel Jaski Ben A. van der Klift The bonus is based on the results achieved in 2011 respectively This bonus will be paid in 2012 respectively This amount is charged over a 3-year period to the Company s statement of comprehensive income 3. Member of the Executive Board since June 1, Member of the Executive Board since January 1, Member of the Executive Board since September 1, Stepped down from the Executive Board per October 1, Stepped down from the Executive Board per May 1, 2010; salary is excluding severance payment of 0.3 million 8. Includes 30,000 unconditional options 9. Includes 70,000 unconditional options During 2011, the Supervisory Board consisted of seven members. The joint fixed remuneration for 2011 totaled 0.4 million (2010: 0.3 million), specified as follows: Rijnhard W.F. van Tets Carlos Espinosa de los Monteros (till May 12, 2010) 24 Ian Grice (as per May 12, 2010) Ruth Markland George R. Nethercutt Jr Jan Peelen (till May 12, 2010) 18 Armando R. Pérez Gerrit Ybema J.C. Maarten Schönfeld 46 38

6 Interests held by members of the Executive Board The interests held in the share capital of ARCADIS NV by members of the Executive Board were: Shares ARCADIS NV December 31, 2011 December 31, 2010 Harrie L.J. Noy 207, ,010 Renier Vree 310 Steven B. Blake 119,118 73,040 Neil C. McArthur 40,101 Friedrich M.T. Schneider 26,409 19,851 Conditional shares ARCADIS NV* Harrie L.J. Noy 53,500 54,000 Renier Vree 31,600 21,600 Steven B. Blake 30,400 27,900 Neil C. McArthur 20,000 Friedrich M.T. Schneider 31,600 32,400 * Amounts based on granting of 100% of the referenced numbers, with maximal extention to 150%. See note 27 Share-based compensation. The conditional shares granted in 2008 became unconditional in May For description of the plan, please refer to the paragraph long-term variable remuneration on page 57 of this Annual Report. In 2011, the aggregate numbers of (conditional) share options held by the members of the Board of Management are as follows: Granted in Exercise price in e Outstanding at January 1, 2011 Granted in 2011 Exercised in 2011 Outstanding at December 31, 2011 Expiration date Harrie L.J. Noy ,999 99, ,000 75, ,525 87, ,000 36, ,000 36, ,000 36, ,000 35, Renier Vree ,200 73, ,000 20, Steven B. Blake ,000 39, ,000 45, ,000 39, ,000 39, ,341 30, ,200 19, ,200 19, , , ,600 21, ,000 20, Neil C. McArthur , , Friedrich M.T. Schneider ,500 37, ,762 43, ,600 21, ,600 21, ,600 21, ,000 20,

7 122 Notes to the company financial statements 46 Shares and options held by members of the Supervisory Board Members of the Supervisory Board hold no ARCADIS options or shares. 47 Employees The number of employees (FTEs) in ARCADIS NV in 2011 (December, 31) was 49 (2010: 40). For information on the options granted to employees of ARCADIS NV (excluding members of the Executive Board) as meant by Book 2 of the Dutch Civil Code article 383d paragraph 1, see note 27 Shared-based compensation to the consolidated financial statements. 48 Principal accountant fees and services The following table details the aggregate fees billed by our external accountant, KPMG Accountants N.V. including the foreign offices of KPMG, for the last two fiscal years for various services (in millions of euro): Type of services provided Audit fees Audit-related fees Tax fees Other non-audit fees Total Audit-related fees for the years ended December 31, 2011 and 2010 consist of fees for services that are traditionally performed by the independent accountants. These services include accounting consultations, internal control reviews on implementation of information systems, services regarding management s report, consultations concerning financial accounting and reporting standards, audits in connection with acquisitions or divestments and special purpose IT audits or review of setup of IT systems. 2 Tax fees for the years ended December 31, 2011 and 2010 consist of fees expensed for tax consultations. 3 Other non-audit fees for due diligence. In 2011 this mainly relates to the acquisition of EC Harris. Amsterdam, the Netherlands, February 24, 2012 Executive Board Harrie L.J. Noy Renier Vree Steven B. Blake Neil C. McArthur Friedrich M.T. Schneider Supervisory Board Rijnhard W.F. van Tets Ian Grice Ruth Markland George R. Nethercutt Jr. J.C. Maarten Schönfeld Armando R. Pérez