Annual Report 2013 the BAUER Group Is an International Construction and Machinery Manufacturing Concern Based in Schrobenhausen, Bavaria
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Annual Report 2013 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 2013 the companies of the BAUER Group employed some 10,300 people in around 70 countries and achieved total Group revenues of EUR 1.5 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 2010 – 2013 IFRS in EUR million 2010 2011 2012 2013 Change (restated) 2012/2013 Total Group revenues 1,304.0 1,371.8 1,435.8 1,506.2 4.9 % of which Germany 339.1 370.3 378.6 412.1 8.8 % International 964.9 1,001.5 1,057.2 1,094.1 3.5 % International in % 74.0 73.0 73.6 72.6 n/a of which Construction 615.4 606.6 655.2 742.7 13.4 % Equipment 581.7 636.5 589.1 628.6 6.7 % Resources 177.7 211.5 262.8 189.9 -27.8 % Other/Consolidation -70.8 -82.8 -71.3 -55.0 n/a Consolidated revenues 1,255.6 1,327.1 1,376.1 1,449.5 5.3 % Sales revenues 1,131.7 1,219.6 1,344.4 1,404.2 4.4 % Orders received 1,410.0 1,506.9 1,470.8 1,486.5 1.1 % Orders in hand 614.9 750.0 785.0 765.2 -2.5 % EBITDA 165.5 164.5 163.8 126.0 -23.1 % EBITDA margin in % (of sales revenues) 14.6 13.5 12.2 9.0 n/a EBIT 88.4 82.3 72.0 32.1 -55.4 % EBIT margin in % (of sales revenues) 7.8 6.7 5.4 2.3 n/a Net profit or loss 39.8 34.1 25.8 -19.4 n/a Capital investment in property, plant and equipment 90.7 96.6 96.4 91.9 -4.7 % Shareholders' equity 443.9 461.0 462.5 419.4 -9.3 % Equity ratio in % 33.2 30.9 30.2 26.5 n/a Net assets 1,337.7 1,491.1 1,529.4 1,585.2 3.6 % Earnings per share 2.04 1.86 1.44 -0.99 n/a Dividend payment 10.28 8.57 5.14 0.00* n/a Dividend per share in EUR 0.60 0.50 0.30 0.00* n/a Return on equity after tax in % 9.9 7.4 5.6 -4.6 n/a Employees (on average over the year) 9,094 9,646 10,253 10,264 0.1 % of which Germany 4,036 4,065 4,090 4,144 1.3 % International 5,058 5,581 6,163 6,120 -0.7 % * Proposed; subject to the consent of the Annual General Meeting to be held on June 26, 2014 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 2010 1,304 2011 1,372 2012 1,436 2013 1,506 CONSTRUCTION SEGMENT KEY FIGURES in EUR '000 2012 2013 Change Total Group revenues 655,165 742,662 13.4 % Sales revenues 579,069 659,063 13.8 % GROUP KEY FIGURES AT A GLANCE Orders received 702,938 728,276 3.6 % Orders in hand 513,087 498,701 -2.8 % EBIT 22,025 22,816 3.6 % Net profit or loss 8,586 5,472 -36.3 % Employees (on average over the year) 5,454 5,531 1.4 % EQUIPMENT SEGMENT KEY FIGURES in EUR '000 2012 2013 Change Total Group revenues 589,093 628,612 6.7 % Sales revenues 520,576 561,615 7.9 % Orders received 585,966 632,053 7.9 % Orders in hand 113,084 116,525 3.0 % EBIT 33,977 32,223 -5.2 % Net profit or loss 8,897 5,055 -43.2 % Employees (on average over the year) 2,952 2,998 1.6 % RESOURCES SEGMENT KEY FIGURES in EUR '000 2012 2013 Change Total Group revenues 262,848 189,868 -27.8 % Sales revenues 244,273 182,968 -25.1 % Orders received 253,232 181,061 -28.5 % Orders in hand 158,827 150,020 -5.5 % EBIT 15,196 -23,576 n/a Net profit or loss 5,664 -31,444 n/a Employees (on average over the year) 1,578 1,449 -8.2 % BAUER Aktiengesellschaft 2013 Annual Report 2 Management Board of the Company 88 Report of the Supervisory Board 4 Foreword 91 Balance Sheet and Income Statement of BAUER Aktiengesellschaft in 6 Milestones in the Company's History accordance with HGB 8 The World is our Market 95 Consolidated Financial Statements in accordance with IFRS 10 Highlights of 2013 12 Mission and Strategy 176 Assurance by the Legal Representatives 15 Combined Management Report 177 Auditors´ Report 82 The Bauer Share 178 Glossary 84 Corporate Governance Report 180 Imprint 2 Management Board of the Company PROF. DR.-ING. E.H. DIPL.-KFM. THOMAS BAUER (CHAIRMAN) Professor Thomas Bauer (born 1955) heads the Participa- tions in Subsidiaries, Financial Reporting, Planning and Controlling functions on the Management Board of BAUER Aktiengesellschaft. After studying business economics at the Ludwig Maximilian University in Munich, he worked in the USA. He joined the family company in 1982. In 1986 he became sole managing director of BAUER Spezialtiefbau GmbH and since 1994 he 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 Confeder- ation of Bavarian Industry (vbw). He is an honorary professor of the Technical University in Munich. Heinz Kaltenecker Supervisory Board mandates: • BAUER Spezialtiefbau GmbH, Schrobenhausen DIPL.-BETRIEBSWIRT (FH) HARTMUT BEUTLER (Chairman) ¹ • BAUER Maschinen GmbH, Schrobenhausen Hartmut Beutler (born 1957) is responsible for the Finance, (Chairman) ¹ Legal Affairs and Insurance, and Facility Management • BAUER Resources GmbH, Schrobenhausen ¹ functions on the Management Board of BAUER Aktien- • SCHACHTBAU NORDHAUSEN GmbH, Nordhausen gesellschaft. (Chairman) ¹ • BAUER EGYPT S.A.E., Cairo (Chairman) ¹ He studied business economics (specializing in the construc- tion industry) at Biberach University of Applied Sciences and joined BAUER Spezialtiefbau GmbH as a trainee in 1983. He later became deputy head of the company's Accounting department and assistant to the Management Board. After working as head of IT, Facility Management, Legal Affairs and Insurance at BAUER Spezialtiefbau GmbH, as well as being a company "Prokurist" (holder of power of attorney), Hartmut Beutler was appointed to the Management Board of BAUER Aktiengesellschaft in 2001. Supervisory Board mandates: • BAUER Resources GmbH, Schrobenhausen ¹ • Schrobenhausener Bank e.G. (Chairman) ² VORSTAND DER GESELLSCHAFT 3 Thomas Bauer Hartmut Beutler DIPL.-ING. HEINZ KALTENECKER Supervisory Board mandates: • BAUER Spezialtiefbau GmbH, Schrobenhausen ¹ Heinz Kaltenecker (born 1951) is responsible for Participa- • BAUER Maschinen GmbH, Schrobenhausen ¹ tions in Subsidiaries as well as the Human Resources and • BAUER Resources GmbH, Schrobenhausen Information Technology functions on the Management (Chairman) ¹ Board of BAUER Aktiengesellschaft. He is also the Labour • SCHACHTBAU NORDHAUSEN GmbH, Nordhausen ¹ Relations Director. After studying civil engineering at the Technical University of Karlsruhe, he joined BAUER Spezialtiefbau GmbH in 1978. He has held a number of senior management posts, including being managing director of BAUER Spezialtiefbau GmbH from 2001 to 2007. Heinz Kaltenecker was managing director of BAUER Resources GmbH from 2007 to 2010. He has been a member of the Management Board of BAUER Aktiengesellschaft since 1997. Heinz Kaltenecker is a board member of the German Geotechnical Society and a member of the Large Construction Companies subcommittee of the German Construction Industry Confederation. ¹ Internal Supervisory Board membership ² Members of Supervisory Boards or comparable supervisory bodies of business entities in Germany and abroad, in accordance with Section 285 No. 10 of the German Commercial Code (HGB) 4 Foreword Dear Shareholders, Partners and Friends, Ladies and Gentlemen, The 2013 financial year was a very disappointing one for the BAUER Group. Although we achieved our planned revenue of EUR 1.51 billion, we recorded a substantial loss. We are just as disappointed about that as our shareholders. Over the com- ing years we will be making every effort to turn the situation around. A well construction project in Jordan saw a risk occur which resulted in a major loss. The causes of the loss were not of a structural nature. On our large-scale construction projects we have to make assumptions regarding the ground conditions which do not always match the reality when actually carrying out the work.