ANNUAL REPORT 2017 Geo-Intelligence & Asset Integrity Solutions
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FUGRO N.V. FUGRO ANNUAL REPORT 2017 Geo-intelligence & asset integrity solutions ANNUAL REPORT 2017 REPORT ANNUAL Fugro N.V. Veurse Achterweg 10 2264 SG Leidschendam The Netherlands The information and geo-intelligence we provide is essential Colophon to our clients: we characterise their building sites to facilitate the safe, cost effective and sustainable design of their Fugro N.V. buildings, industrial facilities and infrastructure. Veurse Achterweg 10 2264 SG Leidschendam Increasingly, we also support our clients with information on The Netherlands the condition of their assets (as they are built and operated) T +31 (0)70 3111422 to support optimal operation. F +31 (0)70 3202703 E [email protected] A good example is the monitoring of power companies’ overhead electricity networks. We use highly automated Chamber of commerce 2710091 airborne acquisition and cloud processing technology to deliver centimeter-accurate 3D models. Through web-based Realisation: visualisation and reporting tools, Fugro’s solution pinpoints Domani B.V., The Hague for example power lines that are too close to the ground or surrounding vegetation, presenting a high risk of failure or Photography and images: injury. With such an understanding of their network, power Fugro N.V. companies can ensure compliance with regulations and plan more efficient maintenance programmes, resulting in Fugro has endeavoured to fulfil all legal requirements related significant cost savings. to copyright. Anyone who, despite this, is of the opinion that other copyright regulations could be applicable should Fugro’s revolutionary technology is reducing cost of electricity contact Fugro. network inspection programs today, while building the digital foundation for tomorrow. Cautionary statement regarding forward-looking statements This annual report may contain forward-looking statements. Forward-looking statements are statements that are not historical facts, including (but not limited to) statements expressing or implying Fugro’s beliefs, expectations, intentions, forecasts, estimates or predictions (and the assumptions underlying them). Forward-looking statements necessarily involve risks and uncertainties. The actual future results and situations may therefore differ materially from those expressed or implied in any forward-looking statements. Such differences may be caused by various factors including, but not limited to, developments in the oil and gas industry and related markets, currency risks and unexpected operational setbacks. Any forward-looking statements contained in this annual report are based on information currently available to Fugro’s management. Fugro assumes no obligation to make a public announcement in each case where there are changes in information related to, or if there are otherwise changes or developments in respect of, the forward-looking statements in this annual report. Other Message Group Divisional Financial Report of the Financial Other Information Key figures from the CEO Profile Strategy Performance Performance Governance Supervisory Board Statements Information FUGRO ANNUAL REPORT 2017 FUGRO N.V. ANNUAL REPORT 2017 1 Message Group Divisional Financial Report of the Financial Other Key figures from the CEO Profile Strategy Performance Performance Governance Supervisory Board Statements Information CONTENTS Key figures 3 Financial statements 2017 101 Message from the CEO 4 Other information 183 Independent auditor’s report 183 Profile 6 Foundation boards 190 Our purpose 6 Statutory provisions regarding the Our services 6 appropriation of net result 190 Our values 8 Report of Stichting Administratiekantoor Fugro Our organisation 9 (‘Foundation Trust Office’) 191 Our clients 10 Historical overview 194 Our divisions 13 Glossary 196 Strategy 17 Trends 17 Long-term value creation 21 Building on Strength strategy 21 Sustainability 26 Mid-term targets 29 Group performance 31 Financial performance 31 Overview important contracts 39 Sustainability performance 43 Divisional financial performance 52 Marine division 52 Land division 52 Geoscience division 53 Governance 54 Board of Management 54 Risk management 57 Corporate governance 65 Fugro on the capital markets 78 Management statements 82 Report of the Supervisory Board 83 Supervisory Board 83 Supervisory Board report 85 Remuneration report 93 2 FUGRO N.V. ANNUAL REPORT 2017 Other Message Group Divisional Financial Report of the Financial Other Information Key figures from the CEO Profile Strategy Performance Performance Governance Supervisory Board Statements Information KEY FIGURES (x EUR million) 2017 2016 Revenue 1,497.4 1,775.9 – reported growth (15.7%) (24.8%) – currency comparable growth 1,2 (13.2%) (22.7%) EBITDA (excluding exceptional items) 1 100.8 189.5 EBIT (excluding exceptional items) 1 (32.1) 8.5 EBIT (51.7) (218.7) EBIT margin (excluding exceptional items 1 (2.1%) 0.5% EBIT margin 1 (3.5%) (12.3%) Net result (159.9) (308.9) Backlog next 12 months1, 2 927.8 1,169.6 – reported growth (20.7%) (11.6%) – currency comparable growth (7.3%) (11.6%) Cash flow from operating activities after investments (50.5) 186.1 Capex 108.0 92.5 Capital employed 1 1,184.1 1,341.2 Return on capital employed 1 (3.3%) (0.7%) Net debt/EBITDA 1 1.9 1.1 Earnings per share (x EUR 1) (1.98) (3.82) Dividend per share (x EUR 1) 0.00 0.00 Number of employees (at year-end) 10,044 10,530 Lost time injury frequency (x million hours) 0.66 0.67 1 Refer to financial terms glossary (page 197) for definitions. 2 Revenue growth corrected for currency effect; 2017 backlog growth corrected for currency effect and for portfolio changes related to the marine construction & installation activities. Revenue EBIT (margin) excluding exceptional items 11.0% 2,572 2,424 2,363 1,776 267 1,497 3.2% 4.8% 0.5% 113 (2.1)% 81 9 (32) 2013 2014 2015 2016 2017 2013 2014 2015 2016 2017 Number of employees Cash flow 13,537 837 12,591 11,960 10,530 10,044 471 365 337 325 315 131 186 42 55 24 (10) (75) (51) (294) 2013 2014 2015 2016 2017 2013 2014 2015 2016 2017 Cash flow from Cash flow from Cash flow from operating operating activities investing activities activities after investments The term ‘shares’ as used in this annual report should, with respect to ordinary shares issued by Fugro N.V., be construed to include certificates of shares (also referred to as ‘share certificates’ or ‘depositary receipts’ for shares) issued by Stichting Administratiekantoor Fugro (also referred to as ‘Foundation Trust Office’ or ‘Trust Office’), unless the context otherwise requires or unless it is clear from the context that this is not the case. In this annual report, Fugro N.V. is also referred to as ‘the company’ or ‘Fugro’. Fugro N.V. and its subsidiary companies are together referred to as ‘the Group’. FUGRO N.V. ANNUAL REPORT 2017 3 Message Group Divisional Financial Report of the Financial Other Key figures from the CEO Profile Strategy Performance Performance Governance Supervisory Board Statements Information MESSAGE FROM THE CEO MEASURES The offshore oil and gas services market, from which we generated 57% of our 2017 revenue, declined further as our clients continued to reduce offshore spending, resulting in continued overcapacity and price pressure. At the publication of the first half results we announced a set of measures with an annualised contribution to EBITDA of EUR 50 to 70 million. The programme is on track. Part of the financial benefit of these measures has been realised in the second half of 2017 though the largest part will contribute to 2018 EBITDA improvement. The most notable measure is the divestment of our marine cable trenching assets on 30 November in return for a 23.6% shareholding in Global Marine. In addition, we early terminated the long-term charter agreements for the two remaining installation and construction vessels. This means we have also achieved our strategic portfolio objective of ending our active participation in the installation and construction part of the subsea market. Dear reader, Unfortunately, we also had to further cut back on staff, be it less severely than in prior years. Over 2017 we reduced This was the fourth consecutive year of an headcount by 486. exceptionally deep downturn in offshore oil and gas services, currently our largest market. The impact of the 25% lower oil and STRATEGY gas related revenue could not be fully Since the launch of our ‘Building on Strength’ strategy in compensated by continued capacity and cost 2014, we have transformed our organisation from a locally reduction measures, and an organic 9% managed operating company structure into an integrated revenue increase in our other markets and efficient organisation. As per 2017, the company is (most notably building & infrastructure, managed through two main divisions, Marine and Land. renewables and power). We ended 2017 with Both offer integrated services to clients from site an operational margin of -2%. characterisation and asset integrity business lines which are uniformly set up across the divisions and regions. Client Working safely is key to all Fugro’s operations. We spend a reactions have been positive, as it has clearly strengthened lot of time and effort in training and improving safety Fugro’s ability to effectively provide integrated, standardised awareness. Yet, sadly, in 2017 we suffered a fatality. solutions across the globe. We must and will continue to address safety, as our ultimate goal is zero serious incidents. A key strategic driver for Fugro is to work across different markets, as this improves resilience. In 2017, non-oil and gas For 2018 we anticipate improved results. For the first time represented 43% of total revenue because of growth in since the start of the downturn in the offshore oil and gas building & infrastructure, renewables, power and nautical market, we see signs of stabilisation, and our other markets markets on the one hand, and a decline in the oil and gas are expected to grow further as the world economy is market on the other hand.