Current Annual Report
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ANNUAL REPORT BILFINGER SE 2020 Contents To our shareholders Explanations and additional information A.1 Letter to shareholders D.1 Responsibility statement A A.2 Executive Board of Bilfinger SE D D.2 Reproduction of the auditor’s report A.3 Report of the Supervisory Board D.3 Return-on-capital-employed controlling A.4 Corporate Governance D.4 Boards of the company A.5 Bilfinger in the capital market Non-financial report Combined management report E.1 Non-financial aspects of business operations B.1 The Bilfinger Group E E.2 Governance B B.2 Economic report E.3 People B.3 Risk and opportunity report E.4 Planet B.4 Outlook E.5 Customers B.5 Takeover-relevant information pursuant E.6 Auditor’s report to Section 289a and Section 315a of the German Commercial Code (HGB) Ten-year overview B.6 Executive Board remuneration Financial calendar Imprint Consolidated financial statements C.1 Consolidated income statement C C.2 Consolidated statement of comprehensive income C.3 Consolidated balance sheet C.4 Consolidated statement of changes in equity C.5 Consolidated statement of cash flows C.6 Notes to the consolidated financial statements 2 In addition to this screen-optimized PDF, Notices and disclaimer there is also a PDF version available on our website that is identical in terms This Annual Report takes the form of a financial report; it focuses on the significant and legally required information. of content. The Outlook, chapter B.4, contains forward-looking statements which reflect the assessment of the Executive Board at this point in time with regard to future events and developments on the basis of current information, planning, The number of pages in the print-optimized assumptions and expectations. These statements are marked by formulations such as ‘expect’, ‘want’, ‘seek’, ‘in- PDF is lower by roughly one third so that tend’, ‘plan’, ‘believe’, ‘evaluate’, ‘assume’, ‘in future’, ‘intention’ or similar terms. the costs of printing are significantly lower. All forward-looking statements contained in this Annual Report are inherently subject to uncertainties and risks, in particular because they depend on factors beyond our control. Such risks are described under chapter B.3 Risk Navigation of this screen-optimized and opportunity report, but are not limited to those stated. The actual developments in the future may deviate version is possible using both the substantially from the forecasts and forward-looking statements made here. Bilfinger cannot provide any guarantee navigation sidebar on the left and via that the expectations and goals implicitly or explicitly expressed in the forward-looking statements will be achieved. the contents in the text. We also do not assume any obligation to update any of the forward-looking statements or, in the case of devia- tions in the actual future developments, to correct them. Symbol navigation (below left) In addition to the key figures prepared in accordance with IFRS, Bilfinger also presents pro-forma key figures (for to table of contents example adjusted earnings per share, adjusted net profit, EBITA, EBITA adjusted, EBITA margin, EBITA margin ad- to Acrobat search function justed, return) which are neither part of the financial-accounting regulations nor subject to them. These pro-forma key figures are to be seen as a sup-plement, but not as a substitute for the disclosures required by IFRS. The pro- References in text forma key figures are based on the definitions provided in this Annual Report. Other companies may calculate these key figures differently. Internal references Due to the rounding of the disclosed figures, it is possible that individual figures do not precisely add up to the (within the document) totals provided and that percentage figures provided do not precisely reflect the absolute values that they relate to. return to previous screen This Annual Report is also available in English. In case of any deviations from the German version, the German External reference version of the Annual Report shall prevail. (in another document or in the Internet) For trouble-free use of the navigation offered, we recommend the installation of the newest version of Adobe®Acrobat®. Free download of Adobe®Acrobat®Reader at www.adobe.com In chapter B. non-reporting content/ not audited content is marked with an *. 3 • A To our shareholders A To our shareholders B Combined management report C Consolidated financial statements D Explanations and additional information E Non-financial report A.1 Letter to shareholders A.2 Executive Board of Bilfinger SE A.3 Report of the Supervisory Board A.4 Corporate Governance A.4.1 Declaration of corporate governance and corporate governance report A.4.2 Remuneration report (part of the combined management report) A.5 Bilfinger in the capital market 4 A To our shareholders A.1 Letter to shareholders • A.1 Letter from the Chairman of the Executive Board A.2 Executive Board of Bilfinger SE A.3 Report of the Supervisory Board A.4 Corporate governance A.5 Bilfinger in the capital market B Combined management report C Consolidated financial statements D Explanations and additional information E Non-financial report Executive Board of Bilfinger SE Christina Johansson Duncan Hall Interim CEO and CFO COO 5 A To our shareholders Dear Shareholders, • A.1 Letter from the Chairman Ladies and Gentlemen, of the Executive Board A.2 Executive Board of Bilfinger SE A.3 Report of the Supervisory Board The emergence of the COVID 19 pandemic and its side effects presented us all with a unique set A.4 Corporate governance of challenges in 2020. Throughout the pandemic, our top priority has been to protect the health A.5 Bilfinger in the capital market of our employees, their families and our business partners. The measures required to contain the pandemic had a significant impact on business condi- B Combined management report tions from March 2020. There was also a temporarily substantial drop in the price of oil. These C Consolidated financial statements circumstances considerably impacted Bilfinger's business activities in the past year. On a positive D Explanations and additional information note, however, we have seen that our company is now able to adapt quickly to altered conditions E Non-financial report with a high degree of agility and flexibility. Agility and cost efficiency The difficult economic environment triggered by the COVID 19 pandemic and the impact of sub- stantial oil price volatility in 2020 led to declines in revenue, some of which were significant. Our maintenance business for offshore oil and gas facilities in the North Sea and activities in European countries with COVID 19-related lockdown measures were hit particularly hard. There were also substantial decreases in our project business in North America. We immediately took appropriate measures to adjust our cost base and liquidity situation to re- flect lower revenue. The European business in particular demonstrated great resilience and improved cost flexibility. We acted quickly to reduce overcapacities where the longer-term outlook is subdued – for example in the oil and gas business in the UK as well as in the North American market. Loss-making activities were wound down while at the same time growth strategies were pur- sued, as was the case, for example, with the increased focus of the Technologies segment on the nuclear sector. In several European countries, government measures such as short-time work schemes or the possibility of deferring taxes and social security contributions also helped to stabilize business de- velopment. In light of these far-reaching changes, Bilfinger was one of the first companies to pub- lish updated guidance for the 2020 financial year in May 2020. This guidance was confirmed throughout the course of the year and ultimately also met. 6 A To our shareholders Outlook for 2020 met • A.1 Letter from the Chairman By achieving the guidance for 2020, which was updated in May, Bilfinger demonstrated the stabil- of the Executive Board ity of its business model and its high cost agility. A.2 Executive Board of Bilfinger SE A.3 Report of the Supervisory Board Financial year 2020 concluded with an organic sales decline of 17 percent. Despite this decline A.4 Corporate governance and thanks to the cost-cutting measures taken, it was possible to achieve positive adjusted EBITA A.5 Bilfinger in the capital market of €20 million. As a result of successful initiatives to improve working capital and careful monitor- ing of capital expenditures, there was a significant cash inflow in the fourth quarter. Virtually all B Combined management report tax and social security deferrals we benefited from as a precaution during the challenging second C Consolidated financial statements quarter were settled as of the end of the year. D Explanations and additional information Our net profit increased significantly to €99 million despite lower adjusted EBITA. Here, we E Non-financial report benefited from a preferred participation note from the sale of Bilfinger’s former Building and Fa- cility Services business (now: Apleona) to financial investor EQT in September 2016. The agree- ment at the time stated that in the event of a resale of Apleona, Bilfinger would receive roughly 49 percent of the proceeds after deduction of debt. The announcement that EQT had signed a corresponding selling agreement in December 2020 led to an upward revaluation of the preferred participation note by €210 million. We expect the cash inflow of around €450 million following the closing of the transaction in the first half of the 2021 financial year. On the basis of the successfully managed crisis year 2020 and the strong liquidity position, the Executive Board and Supervisory Board will propose to the Annual General Meeting on April 15, 2021 that a dividend of €1.88 per share be paid for financial year 2020.