Annual Report 2014 the BAUER Group Is an International Construction and Machinery Manufacturing Concern Based in Schrobenhausen, Bavaria
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Annual Report 2014 The BAUER Group is an international construction and machinery manufacturing concern based in Schrobenhausen, Bavaria. The stock market-listed holding company BAUER Aktiengesellschaft is the parent of more than 110 subsidiary businesses across its Construction, Equipment and Resources segments. Bauer is a leader in the execution of complex excavation pits, foundation and vertical seals, as well as in the development and manufacture of related machinery for this dynamic market. The Group also deploys its expertise in the exploration, mining and safeguarding of valuable natural resources. In 2014 the companies of the BAUER Group employed some 10,400 people in around 70 countries and achieved total Group revenues of EUR 1.56 billion. Passion for progress – The origins of Bauer date back as far as 1790, and still today the company's success is founded on highly flexible application of the specialist know-how it has built up over those many years. As an innovator and technology leader, Bauer has played a major role in the advancement of the international specialist foundation engineering industry and related busniess fields. Indeed, today Bauer is also the world market leader in the manufacture of the relevant machinery. It is with just such innovative strength and a keen focus on the challenges of the future that the Group is also developing its recently established Resources segment. The Group at a glance GROUP KEY FIGURES 2011 – 2014 IFRS in EUR million 2011 2012 2013 ** 2014 Change 2013/2014 Total Group revenues 1,371.8 1,435.8 1,504.2 1,560.2 3.7 % of which Germany 370.3 378.6 410.4 440.2 7.3 % International 1,001.5 1,057.2 1,093.8 1,120.0 2.4 % International in % 73.0 73.6 72.7 71.8 n/a of which Construction 606.6 655.2 741.7 713.0 -3.9 % Equipment 636.5 589.1 628.6 651.8 3.7 % Resources 211.5 262.8 188.9 252.8 33.9 % Other/Consolidation -82.8 -71.3 -55.0 -57.4 n/a Consolidated revenues 1,327.1 1,376.1 1,447.5 1,506.0 4.0 % Sales revenues 1,219.6 1,344.4 1,402.2 1,375.7 -1.9 % Orders received 1,506.9 1,470.8 1,484.5 1,557.7 4.9 % Orders in hand 750.0 785.0 765.2 762.7 -0.3 % EBITDA 164.5 163.8 124.0 171.0 37.9 % EBITDA margin in % (of sales revenues) 13.5 12.2 8.8 12.4 n/a EBIT 82.3 72.0 30.1 76.4 n/a EBIT margin in % (of sales revenues) 6.7 5.4 2.1 5.6 n/a Net profit or loss 34.1 25.8 -19.4 15.7 n/a Capital investment in property, plant and equipment 96.6 96.4 91,9 64.1 -30.3 % Shareholders’ equity 461.0 462.5 419.8 418.9 -0.2 % Equity ratio in % 30.9 30.2 26.5 26.6 n/a Net assets 1,491.1 1,529.4 1,585.8 1,575.1 -0.7 % Earnings per share 1.86 1.44 -0.99 0.85 n/a Distribution 8.57 5.14 0.00 2.57* n/a Dividend per share in EUR 0.50 0.30 0.00 0.15* n/a Return on equity after tax in % 7.7 5.6 -4.2 3.7 n/a Employees (on average over the year) 9,646 10,253 10,264 10,405 1.4 % of which Germany 4,065 4,090 4,144 4,158 0.3 % International 5,581 6,163 6,120 6,247 2.1 % * Proposed; subject to the consent of the Annual General Meeting to be held on June 25, 2015 ** Previous year adjusted; see notes on page 106 At variance with the consolidated revenues presented in the Group income statement, the total Group revenues presented here include portions of revenues from associated companies as well as revenues of non-consolidated subsidiaries and joint ventures. > > > DEVELOPMENT OF TOTAL GROUP REVENUES BY SEGMENT in EUR million Construction Equipment Resources 2011 1,372 2012 1,436 2013 1,504 2014 1,560 CONSTRUCTION SEGMENT KEY FIGURES in EUR '000 2013 * 2014 Change Total Group revenues 741,673 713,005 -3.9 % GROUP KEY FIGURES AT A GLANCE Sales revenues 657,456 634,096 -3.6 % Orders received 727,287 665,244 -8.5 % Orders in hand 498,701 450,940 -9.6 % EBIT 21,209 25,068 18.2 % Net profit or loss 5,472 1,858 -66.0 % Employees (on average over the year) 5,531 5,675 2.6 % EQUIPMENT SEGMENT KEY FIGURES in EUR '000 2013 * 2014 Change Total Group revenues 628,612 651,772 3.7 % Sales revenues 561,615 545,223 -2.9 % Orders received 632,053 693,967 9.8 % Orders in hand 116,525 158,720 36.2 % EBIT 32,223 36,917 14.6 % Net profit or loss 5,055 9,513 88.2 % Employees (on average over the year) 2,998 3,038 1.3 % RESOURCES SEGMENT KEY FIGURES in EUR '000 2013 * 2014 Change Total Group revenues 188,861 252,830 33.9 % Sales revenues 182,579 195,860 7.3 % Orders received 180,054 255,837 42.1 % Orders in hand 150,020 153,027 2.0 % EBIT -23,965 15,932 n/a Net profit or loss -31,444 4,347 n/a Employees (on average over the year) 1,449 1,400 -3.4 % * Previous year adjusted; see notes on page 106 BAUER Aktiengesellschaft Annual Report 2014 2 Management Board of the Company 88 Report of the Supervisory Board 4 Foreword 91 Balance Sheet and Income Statement of BAUER Aktiengesellschaft 6 Milestones in the Company's History in accordance with HGB 8 The World is our Market 95 Consolidated Financial Statements 10 Highlights 2014 in accordance with IFRS 12 Mission and Strategy 180 Assurance by the legal representatives 15 Combined Management Report 181 Auditors' Report 82 The Bauer Share 182 Glossary 84 Corporate Governance Report 184 Imprint 2 Management Board of the Company PROF. DR.-ING. E.H. DIPL.-KFM. THOMAS BAUER (CHAIRMAN) Prof. Thomas Bauer (born 1955) heads the Participations in Supervisory Board mandates: Subsidiaries, Financial Reporting, Planning and Controlling • BAUER Spezialtiefbau GmbH, Schrobenhausen functions on the Management Board of BAUER Aktiengesell- (chairman) ¹ schaft. • BAUER Maschinen GmbH, Schrobenhausen (chairman) ¹ After studying business economics at the Ludwig Maximilian • BAUER Resources GmbH, Schrobenhausen ¹ University in Munich, he worked in the USA. He joined the • SCHACHTBAU NORDHAUSEN GmbH, Nordhausen family company in 1982. In 1986 he became sole managing (chairman) ¹ director of BAUER Spezialtiefbau GmbH and since 1994 he • BAUER EGYPT S.A.E., Cairo (chairman) ¹ has been Chairman of the Management Board of BAUER Aktiengesellschaft. Prof. Thomas Bauer is President of the German Construction Industry Confederation, Vice-President of the Confederation of German Industry (BDI) and Vice-President of the Confed- eration of Bavarian Industry (vbw) − the Bavarian business association. He is an honorary professor of the Technical University in Munich. ¹ Supervisory Board mandate within the Group ² Membership of Supervisory Boards or comparable controlling committees of businesses in Germany and abroad according to Section 285 No. 10 of the German Commercial Code (HGB) MANAGEMENT BOARD OF THE COMPANY 3 DIPL.-BETRIEBSWIRT (FH) HARTMUT BEUTLER DIPL.-ING. HEINZ KALTENECKER Hartmut Beutler (born 1957) is responsible for the Finance, Heinz Kaltenecker (born 1951) is responsible for Partici- Legal Affairs and Insurance, and Facility Management functions pations in Subsidiaries as well as the Human Resources on the Management Board of BAUER Aktien gesellschaft. and Information Technology functions on the Management Board of BAUER Aktiengesellschaft. He is also the Labor He studied business economics (specializing in the construction Relations Director. industry) at Biberach University of Applied Sciences and joined BAUER Spezialtiefbau GmbH as a trainee in 1983. He later After studying civil engineering at the Technical University became deputy head of the company's Accounting depart- of Karlsruhe, he joined BAUER Spezialtiefbau GmbH in 1978. ment and assistant to the Management Board. After working He has held a number of senior management posts, including as head of IT, Facility Management, Legal Affairs and Insurance being managing director of BAUER Spezialtiefbau GmbH at BAUER Spezialtiefbau GmbH, as well as being a company from 2001 to 2007. Heinz Kaltenecker was managing director "Prokurist" (holder of power of attorney), Hartmut Beutler was of BAUER Resources GmbH from 2007 to 2010. He has appointed to the Management Board of BAUER Aktiengesell- been a member of the Management Board of BAUER Aktien- schaft in 2001. gesellschaft since 1997. Heinz Kaltenecker is a board mem- ber of the German Geotechnical Society and a member of Supervisory Board mandates: the Large Construction Companies subcommittee of the • BAUER Resources GmbH, Schrobenhausen ¹ German Construction Industry Confederation. • Schrobenhausener Bank e.G. (chairman) ² Supervisory Board mandates: • BAUER Spezialtiefbau GmbH, Schrobenhausen ¹ • BAUER Maschinen GmbH, Schrobenhausen ¹ • BAUER Resources GmbH, Schrobenhausen (chairman) ¹ • SCHACHTBAU NORDHAUSEN GmbH, Nordhausen ¹ 4 Foreword Dear Shareholders, Partners and Friends of our company, Ladies and Gentlemen, In 2014 despite a great deal of turbulence in our markets, we succeeded in achieving our revenue targets. With total Group revenues of EUR 1.56 billion, we exceeded the previous year's value by 3.7 %. This was not an easy matter, given the numerous disturbances to our business. We are all the more grateful to our employees for their magnificent work which enabled us to meet this target. Over the past decades, our Group has pursued a strategy of increasing internationalization, thereby creating a significant advantage for itself: we are at home throughout the world.