ANNUAL REPORT DUVEL VEDETT MAREDsOUs ChOUffE

Transcription

DUVEL
Vedett
Maredsous
Chouffe
Liefmans
Bel Pils
OMMEGANG
BERNARD
ANNUAL REPORT
Key to formulae
(1)
(2)
Net financial creditors
Net assets
(3)
Working capital
(4)
Operating cash flow (EBITDA)
(5)
Cash flow
Current ratio
Debt ratio
Return on shareholders’ funds
RONA
Weighted Average Cost of Capital
Cost of shareholders’ equity
Cost of external funds
Economic Value Added
(6)
(7)
(8)
(9)
(10)
(11)
(12)
(13)
(14)
(15)
P/E ratio
P/CF ratio
P/B
Price-earnings to growth
Total interest-bearing financial creditors - cash at bank and in hand - short-term investments
Shareholders’ equity + interest-bearing financial creditors - cash at bank and in hand - short-term
investments
Current assets (exclusive of short-term investments and cash at bank and in hand) - non-financial
creditors <1 year - accrued charges and deferred income liabilities)
Operating profit + depreciation + provisions for liabilities and charges + write-downs + depreciation
of goodwill
Consolidated net profit after tax + depreciation + provisions for liabilities and charges + write-downs
Current assets/short-term creditors
External capital / total assets (balance sheet total)
Consolidated net profit after tax / shareholders’ equity at end of previous financial year
Return on net assets = EBIT / Net assets
Cost of shareholders’ equity + cost of external funds
Interest payable on 10-year OLO (31/12/08) + market risk premium * Beta coefficient
Average interest rate payable on loans - tax saving
Capital employed (start of financial year)*return on capital - Capital employed (start of financial
year)*cost of capital or net assets previous financial year * (Rona - Wacc)
Price-earnings ratio is the share price at 31st December divided by the ordinary net profit per share
Price-cash flow ratio is the share price at 31st December divided by the cash flow per share
Price-bookvalue ratio is the share price at 31st December divided by the shareholders’equity per share
This is the price to earnings ratio divided by the average growth rate of the consolidated net profit.
2007
€
IFRS
2006
€
IFRS
2005
€
IFRS
2004
€
IFRS
Consolidated key figures
Revenu
Result from operating activities
Finance expense
101,008,616
87,451,728
74,597,244
66,311,997
61,299,052
18,990,183
17,532,958
16,272,418
14,511,471
13,181,898
-907,998
-331,162
-20,908
173,897
-70,442
Profit before income taxes and share of profit of equity accounted investees
18,082,185
17,201,797
16,251,510
14,685,368
13,111,456
Profit before income taxes
18,082,185
17,215,364
16,251,510
14,685,368
13,111,456
5,133,584
5,261,535
4,567,111
4,733,308
3,981,488
770,866
126,289
992,044
248,949
717,292
0
13,567
0
0
0
Profit for the period
12,177,735
11,827,540
10,692,355
9,703,111
8,412,676
Profit for the period attributable to equity holders of the Company
12,162,788
11,761,009
10,682,462
9,703,111
8,412,676
14,946
66,531
9,893
0
0
Current income tax expense
Deferred taxes
Share of profit of equity accounted investees
Profit for the period attributable to minority interest
167,472,772
154,542,668
134,604,910
111,264,269
102,856,474
Total equity attributable to equity holders of the Company
Total assets (Balance sheet total)
97,024,482
90,056,664
81,733,312
73,718,936
66,521,692
Net financial liabilities (1)
-5,523,839
-6,532,110
-7,974,538
-12,347,858
-6,654,630
Net Assets (2)
91,500,643
83,524,554
73,758,774
61,371,078
59,867,062
100,541,264
92,286,896
80,124,182
63,510,060
61,104,168
Depreciation, amortization, impairment, provision
Property, plant and equipment
11,279,733
9,236,903
7,544,769
7,203,353
5,643,738
Working capital (3)
17,973,773
14,464,073
15,690,995
13,825,398
13,804,105
Cash flow from operating activities(4)
30,865,542
26,176,416
24,340,017
21,864,384
19,587,582
595,626
-593,445
522,830
149,560
761,946
Cashflow (5)
24,053,093
20,470,998
18,759,954
17,056,024
14,818,360
Employee benefits
16,708,290
14,856,076
13,085,361
11,083,459
10,497,816
559
515
468
412
365
Liquidity / Current Ratio (6)
2.61
2.71
3.04
3.29
3.18
Solvency / Debt ratio (7)
0.42
0.42
0.39
0.27
0.29
Return on shareholders’ funds (8)
13.52%
14.47%
14.50%
14.59%
12.86%
RONA (9)
20.75%
20.99%
22.06%
23.65%
22.02%
WACC (10)
7.31%
6.85%
6.08%
5.85%
6.59%
11,229,168
10,430,510
9,808,124
10,653,616
8,753,841
Impairment/provision
Number of employees
Ratios
EVA (11)
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Consolidated key figures per share
Number of shares issued as at 31/12
5,366,030
5,366,030
5,362,030
5,353,510
5,341,390
Average number of shares in issued
5,305,966
5,327,064
5,318,440
5,296,334
5,302,391
Weighted average number of ordinary shares (diluted)
5,308,666
5,330,855
5,325,155
5,360,828
5,320,255
81,163
34,966
34,966
45,266
47,120
Result from operating activities
3.58
3.29
3.06
2.74
2.49
Profit before income taxes and share of profit of equity accounted investees
3.41
3.23
3.06
2.77
2.47
Own shares
Earnings per share
2.30
2.22
2.01
1.83
1.59
Diluted earnings per share
2.29
2.22
2.01
1.81
1.58
Cash flow
Total equity attributable to equity holders of the Company
4.53
3.84
3.53
3.22
2.79
18.08
16.78
15.24
13.77
12.45
Gross dividend
1.00
0.80
0.72
0.65
0.58
Net Dividend
0.75
0.60
0.54
0.49
0.44
32.99
48.74
38.53
32.31
25.85
Closing price at end of December
Stock market ratios
5,240,697
4,264,851
3,835,486
3,450,359
3,070,677
Payout ratio (%
Dividend
43.04%
36.06%
35.87%
35.56%
36.50%
Dividend yield
2.27%
1.23%
1.40%
1.51%
1.68%
P/E ratio (12)
14.38
21.97
19.19
17.85
16.35
P/CF ratio (13)
7.28
12.68
10.92
10.03
9.25
P/B (14)
1.82
2.90
2.53
2.35
2.08
Consolidated net profit growth
2.96%
10.62%
10.20%
15.34%
0.00%
Average growth in consolidated net profit over 3 years
7.92%
12.05%
12.77%
15.34%
0.00%
1.81
1.82
1.50
1.16
0.00
PE/G ratio (15)
annual report 2008 Duvel Moortgat Consolidated key figures
2008
€
IFRS
Pr ofile Duvel Moor tgat
Contents
A word of the CEO
10
Profile Duvel Moortgat
12
Structure Duvel Moortgat
18
Strategic Objectives – Mission
24
Report by the board of directors
28
Policy Aspects
60
Information for investors and shareholders
66
Corporate Governance
74
Financial Section
88
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06
annual report 2008 Duvel Moortgat Chairman’s statement
Chairman’s
statement
Michel Van Hemele, voor Rubus nv | Chairman of the Board of Directors
Dear shareholder,
emphasis was put mainly on the development
of the distribution infrastructure in the export
The second half of 2008 was a difficult period for
markets, in the previous year, specific marketing
many companies. That is why I am greatly pleased
campaigns were developed, not only for Duvel,
that once again, Duvel Moortgat is able to present
but for the other brands as well. Our approach has
excellent figures in this annual report. Nearly all
thus moved from a monobrand to a multibrand
brands realised a rise in turnover. Only Bel Pils
approach.
performed less well than in 2007. In doing so,
it followed the downward movement of Belgian
This interest from abroad was one of the reasons
lager consumption.
that Duvel Moortgat was nominated for the
prestigious Flemish ‘Company of the Year 2008’
The most significant finding, however, is that
award. It is my pleasure to quote the jury, who
the group’s speciality beers are increasingly
referred to us as ‘stars in entrepreneurship and
appreciated and consumed, both in Belgium
innovation, strategy and drive, internationalisation
and abroad. I use the term ‘specialty beers’
and solid management’.
intentionally, since for a long time now, it does
not only concern Duvel. For example, in the
An important theme throughout 2008 was
Netherlands and France, Vedett and Chouffe are
the expansion of our brand portfolio, with the
very popular. Great Britain, on the other hand,
takeover of the Brouwerij Liefmans’ activities as
looks very promising for Vedett, while in the
the main factor. At the moment, strong efforts
United States, the interest in Belgian beers in
are put into the redevelopment of the brand
general keeps on growing.
and the client portfolio. Vedett Extra White, on
the other hand, proves that a new white beer is
In 2008, Duvel Moortgat continued its
able to achieve success, as long as it has the right
internationalisation. While in the past, the
personality and image, and meets the consumer’s
C hairman’s statement
needs. For example, Vedett Extra White is
enthusiastically committed themselves to their
remarkably popular in Japan.
company. I would like to seize this opportunity to
sincerely congratulate them.
In 2008, we continued to develop the green and
Thanks to all of these efforts, 2008 has been a
so, we are the only Belgian brewery that runs on
good year. This enables the Board of Directors to
green energy exclusively. This energy comes from
pay out a gross dividend to the amount of € 1 per
a French hydroelectric power station and partly
share for 2008, which signifies a 25% increase. This
from our own solar energy station. Our sustainable
is our way of thanking you, our shareholders, for
approach translated itself into different fields, but
the trust you put in our company.
annual report 2008 Duvel Moortgat two examples are notably eye-catching. First of
all, the new brewery hall in Puurs, put into use in
early 2008. It was designed with a high respect
for the environment and the residential areas
surrounding the brewery. A second initiative – on
a smaller scale but certainly equally interesting –
is the so-called Bicycle Plan. The employees that
make the commitment to leave their cars at home
as much as possible, receive a personalised Duvel
bicycle.
This brings me to the people behind Duvel
Moortgat’s success. Just as in previous years, in
the last year our employees and members of the
management team have once again fully and
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sustainable elements in our company. In doing
Michel Van Hemele, for Rubus NV
Chairman of the Board of Directors
Duvel
Duvel is a high fermentation luxury beer with an alcohol content of 8.5% vol.
Brewed using malted barley and hops, it undergoes secondary fermentation in the
The Duvel turnover rose globally by 8%. In Belgium, market leader Duvel did
better than it did in 2007. Duvel further expanded its visibility and consolidated its
brand image. Despite a declining market, the beer succeeded in consolidating its
share of the market. This can mainly be attributed to the fact that Duvel itself is a
successful segment, and that it isn’t taken up in a larger group of beers.
For a few years now, the focus on other promising markets is intensified. In
these markets as well, Duvel succeeded in realising a nice progress.
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for the ‘strong blond’ segment.
9
annual report 2008 Duvel Moortgat bottle. Duvel is the Group’s best-known brand and is the international reference
Ten interesting and successful years
Michel Moortgat | CEO Duvel Moortgat
Ten years ago, in 1999, Duvel Moortgat wrote the
This mission was the result of two major findings.
following in its mission statement:
On the one hand, Duvel Moortgat depended
heavily on the success of its showpiece Duvel.
On the other hand, over 85% of our turnover
originated from Belgium. A setback of one or
another of the two could heavily tax the company.
That is why we consciously decided at the time
Driven by quality, Duvel Moortgat
to both expand the beer supply and to launch
the geographic expansion. However, from the
is determined to occupy a leading
start this had to take place within a well-defined
framework: the beers should be of immaculate
position as a niche player in the
quality all the time, with a strong brand name and
an added value. Moreover, they should have the
profitable segment of specialty beers
potential to be a top player within their segment
and market.
and premium brands,
For ten years, we have consequently worked on
both in Belgium and in its priority
this. In addition to Belgium, we have chosen four
priority export markets: the Netherlands, France,
export markets.
Great Britain and the United States of America.
Extra White, and recently the Liefmans beers
is either stable or slightly decreasing, but where
from Oudenaarde. This strategy has served us
the people are trading in quantity for quality. Thus,
well. Since its stock market introduction in 1999,
they are markets where we – as a niche player
Duvel Moortgat’s turnover has risen by 168%.
devoted to quality – are able to provide an added
This is a good reason to put this unique range of
value. In each of these four markets we have set
specialty beers – which is a guaranty for quality,
up our own commercial and logistics structures.
expertise and innovation –in the spotlight as a
And successfully so, since today the foreign
central theme in this annual report.
countries represent 43% of the consolidated
group turnover. Also, in over 40 other countries,
The past ten years have been extraordinary
we have developed the presence of our
interesting. And successful. Thanks to our
specialty beers. Our dependence on the Belgian
wonderful beers, but especially thanks to the
market remains important, but it has decreased
motivated and driven commitment of our
substantially.
employees. I wish to sincerely thank them for this.
During the same period, we have also selectively
extended our brand portfolio with beers that
meet our qualitative and quantitative criteria.
The Bernard beers in the Czech Republic, the
Ommegang beers in the United States, the
Chouffe beers, Vedett Extra Blond and Vedett
Michel Moortgat | CEO Duvel Moortgat
annual report 2008 Duvel Moortgat All of them are markets where beer consumption
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11
Duvel Moortgat Profile
As an independent producer of specialty beers, Duvel Moortgat, in the last 125 years,
has grown into being an international player, producing beers that are appreciated
and respected all over the world.
Who we are
Duvel Moortgat is an independent brewery that has been producing specialty beers since 1871. The Group
has become an international player with production units in Belgium, the United States and the Czech
Republic and additionally, branches of its own in the Netherlands, France, the United Kingdom and China.
The beers have acquired national and international recognition, and occupy a confirmed top position in the
segment of strong blond ales.
Duvel Moortgat shares have been listed on the Euronext Brussels stock exchange since early June 1999.
Since 1 March 2005, Duvel Moortgat is also listed on the Bel Small Index.
What we do
Duvel Moortgat brews an annual total of almost 600,000 hl of specialty beers. The Group has a portfolio
of some ten beer brands of which, next to Duvel - the strong blond specialty beer - Chouffe, Vedett,
Maredsous, Liefmans, Ommegang and Bernard are the core brands. 43% of the Group’s turnover comes
from export or sales of beers produced in the foreign subsidiaries. Duvel is exported to over 50 countries all
around the world. The main export markets are the United States, the Netherlands, France and the United
Kingdom.
Pr ofiel Duvel Moor tgat
The key word: Quality
Quality has been the common feature throughout Duvel Moortgat’s existence: from the production
planning and purchase of raw materials over the brewing process to the delivery to the on- and off-trade
sector, the commitment to quality persists. Internal goals and external standards like HACCP provide a
reference frame to permanently maintaining these high standards and exceeding them wherever possible.
This way, Duvel Moortgat is constantly pushing itself in order to provide the consumer with premium
quality beers, thus ensuring that every consumer can enjoy his or her beer in perfect circumstances, always
and everywhere.
Long before the concept of ‘total quality insurance’ came into being, Jan-Leonard Moortgat developed
beautiful and successful beers, of which not only Duvel, but also Chouffe, Vedett, Maredsous and the other
Duvel Moortgat brands are the living proof.
The Duvel beer has been a characteristic example of the Duvel Moortgat’s passionate approach for
more than eight decades: foamy, powerful and rich in taste. Today, the strong Duvel position is joined by
flourishing new brands, thus guaranteeing that this generation as well as the next ones will carry on the
tradition and passion.
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proved to be hereditary and, in combination with innovation and entrepreneurship, lead to a number of
annual report 2008 Duvel Moortgat a quality reference in the brewery sector, through the concept and realisation of his beers. His passion
The group’s main brands
Duvel is a high fermentation luxury beer with
and Framboos (4.5% alc. vol.), Gouden Band (8% alc.
an alcohol content of 8.5% vol. Brewed using
vol.) that is brewed using special malts, and Oud
malted barley and hops, it undergoes secondary
Bruin (5% alc. vol.) that equally obtains its typical
fermentation in the bottle. Duvel is the Group’s
taste and colour from the special malts used.
best-known brand and is the international reference
for the ‘strong blond’ segment.
Bel Pils is a 5% vol. low fermentation beer,
bottled or cask conditioned after a long period of
Maredsous is the brand name of Duvel
maturation. The aromatic hops used for this beer
Moortgat’s abbey beers: two gold coloured beers
give it its characteristic taste and aroma. Bel Pils is
with respective alcohol contents of 6% and 8% vol.,
the Group’s stylish luxury Pilsner and one of the
plus an 8% vol. dark version. The Maredsous abbey
on-trade markets most typical Pilsner beers.
beers differentiate themselves from competing
brands by their specific secondary fermentation in
The Brasserie d’Achouffe’s Chouffe beers are
the bottle.
unpasteurized beers, to which nothing is added nor
extracted during the production process. They’re
The best-known goblin beers are La Chouffe, a
with an alcohol content of 5.2% vol. Although it
gold coloured beer with an alcohol content of 8%
has been brewed since 1945 (originally under the
vol. that undergoes secondary fermentation in the
name ‘Export’ and as ‘Vedett’ since 1965), it wasn’t
bottle or the barrel, the dark version Mc Chouffe
until recently that it was given a new impulse.
of 8.5% vol, and the season beer N’ice Chouffe of
On 1 July 2008, its sister beer Vedett Extra White was
10% alc. vol.
launched, containing a 4.7% alc. vol. This authentic
white beer is brewed using exquisite raw materials
Bernard is the umbrella name for a range of
and has a double fermentation, both in the bottle
premium Pilsner beers (Bernard Light, Bernard
and in the barrel.
Pilsner, Bernard Dark and Bernard Special), brewed
using a traditional and natural method. Thanks
Liefmans is the brand name for the beers of the
to these beers, the Bernard brewery is nationally
Liefmans brewery in Oudenaarde, which all have a
renowned as a niche player in the premium beers
typical and unique taste: the fruity Kriek (6% alc. vol.)
segment of the Czech Republic.
Three Philosophers (9.8% alc. vol.), Ommegang (8.5% alc. vol.), Hennepin (7.7% alc. vol.),
Rare Vos (6.5% alc. vol.) and Ommegang Witte (5.1% alc. vol.) are the most important beers brewed
by the Group’s American production unit, the Ommegang Brewery. With their specifically Belgian character,
and together with Duvel, they respond to the American interest in specialty beers..
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bottled in characteristic 75 and 150 cl bottles.
annual report 2008 Duvel Moortgat Vedett is available in two varieties. Vedett Extra
Blond is a low fermentation blond premium beer
Maredsous
Maredsous is the authentic beer of the Maredsous Benedictine abbey in
Belgium. The abbey is situated in the Belgian Ardennes, south of Namur, next to
the picturesque village of Denée. Maredsous exists in three varieties, each of them
guaranteeing its own, unique experience: Maredsous Blond, Brune and Triple.
international repositioning, putting the emphasis on the close connection to
the Benedictine abbey by the same name, has been very well received by the
customers. The fact that the Maredsous abbey is a popular tourist attraction, adds
to the appeal in Belgium, the Netherlands and France. In France, the Maredsous
beers are available both in the on- and off-trade sector, where there is still a lot of
growth potential.
In other countries as well, Maredsous realised a nice progression.
annual report 2008 Duvel Moortgat The Maredsous abbey beers have done well. Turnover rose by 18.3 %. The
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Duvel Moortgat Structure
The Duvel Moortgat structure, with a wide range of subsidiaries, joint ventures
and holding companies(*) reflect the group’s growing international activities.
The operating activities of the Duvel Moortgat Group are organised in a business
unit: ‘production and sales of drinks’. Additionally, there are a number of ‘other
activities’.
The ‘production and sales of drinks’ business unit is responsible for the brewing, bottling, conditioning and the sales of the
various drinks. The business unit coordinates these activities in the following subsidiaries, joint ventures and investments:
Duvel Moortgat nv brews, bottles and sells the company’s own brands (Duvel, Bel Pils, Vedett and Liefmans),
plus the Maredsous abbey beers brewed under licence from the Fromagerie et Brasserie de Maredsous.
Brasseried’Achouffe nv brews, bottles and sells various specialty beers, among which the blond La Chouffe
and the dark Mc Chouffe in the typical 75cl-bottle are the most well-known. The Ardennes brewery was
purchased by Duvel Moortgat in September 2006.
Brouwerij Steendonk nv is a joint venture between Duvel Moortgat and the Palm Breweries. In the spring
of 2008, both breweries decided to end the production and sale of the Steendonk white beer as from
1 July 2008. Since then, each of the breweries has been commercializing their own white beer. In the case of
Duvel Moortgat, this is Vedett Extra Blond.
Rodinny Pivovar Bernard as in the Czech Republic bottles and sells a broad range of premium beers
marketed under the ‘Bernard’ brand.
Sladovna Bernard as is the Bernard Brewery’s malting unit.
Brouwerij Belâme Ltd (Brewery Ommegang) brews and bottles, amongst others, Ommegang Abbey,
Ommegang Witte, Hennepin, Rare Vos and Three Philosophers in the United States.
Moortgat Horeca Services nv is Duvel Moortgat’s central on-trade distribution point. It was formed in
1999 from the merger of the Group’s regional beer dealers in Antwerp and Brussels, plus beer dealer
De Cuyper nv.
Str uctuur Duvel Moor tgat
The LFB Group runs a chain of French theme cafés positioned as ‘beer villages’, with outlets in Strasbourg,
Tours, Clermont-Ferrand, Grenoble, Nancy and Lyon.
Eura Drinks nv imports and organises the distribution of waters and soft drinks.
Duvel Moortgat is a participant in the European Economic Interest Grouping “Beer & Selected Beverages”
(BSB) EESV. BSB is a logistical distribution platform for specialty beers in The Netherlands.
Duvel Moortgat France sarl is the Group’s sales organisation in France. It is directly responsible for the sales of
the beers to the on- and off-trade sectors.
Duvel Moorgat USA Ltd is the Group’s sales and distribution organisation in the United States. It is present in
45 states.
Groupement des BièresSpeciales (GBS) GEIE, also a ‘European Economic Interest Grouping’, is the distribution
platform for specialty beers in France.
Belga Bar (UK) Ltd takes care of the exploitation of Bar Music Hall in London.
the joint venture. On 25 November 2008, the liquidation was finalized.
Duvel Moortgat UK Ltd is the Group’s sales organisation in the United Kingdom. It is responsible for the sales
of the beers to the on- and off-trade sectors.
Duvel Moortgat Shanghai Ltd is responsible for the import, distribution and sales of the Group’s brands in
China.
Duvel Moortgat Hong Kong Ltd is the Group’s sales and distribution organisation in Asia and the South West
Pacific.
Freya’s Deli Fruit nv no longer peforms any activities. In the course of 2008, a final settlement was made
concerning the royalties from Konings nv.
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through supermarkets in France. At the end of 2006, the partners decided by mutual agreement to dissolve
annual report 2008 Duvel Moortgat Force de Vente Service (FVS) is a joint venture aiming specifically at the distribution of specialty beers
The business unit ‘other activities’ includes all property interests and
financial services of the Duvel Moortgat Group.
Moortgat Immo Services (MIS) nv has been the Group’s property company since 2002. It includes the horeca
outlets that used to be spread over various companies.
Parallel nv owns real estate for on-trade use on the Waalse Kaai in Antwerp.
Espace Belge GEIE is a European Economic Interest Grouping that owns the ‘Bouillon Racine’ building in Paris.
Duvel Moortgat holds a 23.4% share in Espace Belge.
LDV Immo nv owns the real estate for on-trade use at the Elisabeth avenue in Berchem (Antwerp).
Moortgat Financial Services (MFS) nv provides financial support to the horeca outlets. MFS was converted
into a financial institution in May 1999, in conformity with the Act of 22 March 1993. Its outstanding loans
portfolio stood at € 2,362,000 at the end of 2008.
(*) More company details can be found on page 154
Str uctuur Duvel Moor tgat
Organization chart
Brewery Duvel Moortgat nv
Brouwerij Steendonk nv | 50 %
2
Moortgat Horeca Services nv
| 100 %
8
Rodinný Pivovar Bernard as | 50 %
3
Moortgat Financial Services nv
| 100 %
9
Sladovna Bernard as | 50 %
4
LFB Group | 50 %
Brewery Ommegang ltd | 100 %
5
Freya’s Deli Fruit nv | 70 %
6
Eura Drinks nv | 100 %
Brasserie d’Achouffe sa | 100 %
7
BSB eesv | 10,37 %
Moortgat Immo Services nv | 100 %
29
DRC sa | 100 %
20
Parallel | 100 %
30
LFB Développement sa | 100 %
21
L.D.V. Immo | 100 %
31
LFB Expansion sas | 83,48 %
22
Espace Belge à Paris geie | 23,40 %
32
10
LFB Strasbourg | 90 %
23
11
LFB Clermont-Ferrand | 90 %
24
LFB Tours | 90 %
25
Duvel Moortgat USA, Ltd | 100 %
13
LFB Grenoble | 90 %
26
Groupement Bières Spéciales geie
| 33 %
14
LFB Nancy | 90 %
27
Belga Bar (UK) Ltd | 100 %
15
LFB Lyon | 90 %
28
FVS | vereffend
16
Duvel Moortgat UK Ltd | 100 %
17
Duvel Moortgat Hong Kong Ltd
| 100 %
18
Duvel Moortgat Shangai Ltd
| 100 %
19
annual report 2008 Duvel Moortgat Duvel Moortgat France sarl | 100 % 12
|
21
Vedett
Vedett is available in two varieties. Vedett Extra Blond is a low fermentation blond
until recently that it was given a new impulse. On 1 July 2008, its sister beer Vedett
Extra White was launched, with an alcohol content of 4.7% alc. vol. This launch,
combined with the launch of a canned version of Vedett Extra White is creating a
positive dynamic.
The continuous strong growth of Vedett proves once again that the brand –
thanks to or despite its rebellious character – is becoming a well-established brand.
Turnover of Vedett Extra Blond rose by 21.4% in 2008.
|
since 1945 (originally under the name ‘Export’ and as ‘Vedett’ since 1965), it wasn’t
23
annual report 2008 Duvel Moortgat premium beer with an alcohol content of 5.2% vol. Although it has been brewed
Strategic objectives
The Duvel Moortgat mission
Driven by quality, Duvel Moortgat is determined to occupy a leading position as
a niche player in the profitable segment of specialty beers and premium brands,
both in Belgium and in its priority export markets.
Increase Belgian market leadership in specialty beers
Duvel Moortgat owns a broad range of quality beers and will reinforce its position as a market leader in the
segment of specialty beers even further by making the right investments and marketing efforts.
Further reinforce the ‘Duvel’ brand name by paying attention
to an extension of the brand portfolio
With its particularly powerful brand name, Duvel remains the flagship of the Group’s expansion in Belgium
and its export markets. The visibility of the brand will be further increased. In addition to its flagship Duvel,
Duvel Moortgat develops other core brands: Chouffe, Vedett, Maredsous, Liefmans, Ommegang and
Bernard.
International Expansion
The United States, the Netherlands, France, and the United Kingdom are the Group’s priority export markets,
while – in cooperation with local importers – the necessary support is also being given to the other
countries to fully expand their potential.
The Bernard Brewery brands will be further developed both in the Czech Republic and across its borders.
Local market requirements are being satisfied optimally in the largest export countries, using local
structures and people and a dynamic marketing policy.
Strategic objectives mission
Striving for perfection
Quality is the Duvel Moortgat’s Group’s greatest asset and it should remain so in the future. The Group is
continuously striving for perfection, specifically in four strategic fields:
-Well-trained and motivated employees who carry out their work with a great sense of responsibility
-A well thought-out purchasing policy that guarantees the superior quality of all beers
-Using the most innovative technologies in order to ensure the highest product quality and to enable the
Group to respond flexibly to the commercial needs of the home and foreign markets.
-Logistical services
Duvel Moortgat remains interested in acquiring additional distribution channels and production companies,
on the condition that they are profitable, offer high quality and are strategically complementary with the
rest of the Group.
Corporate governance for the benefit of the stakeholders
Proper management is a basic requirement to fully exploit the financial resources that the shareholders
provide to the company, and benefits all stakeholders. The key concepts here are ‘profitability’, ‘cost control’
and ‘return on investment’.
annual report 2008 Duvel Moortgat Expansion through a scrupulous takeover policy
|
25
Chouffe
The Chouffe beers of the Brasserie d’Achouffe, situated in the Belgian Ardennes,
have been part of the Duvel Moortgat nv group for two years. Sales of the Chouffe
beers increased further by 16.3% in 2008. Given the strategic importance of the
brand, the commercial efforts were further increased in the course of the year,
resulting in a strong growth. The best-known goblin beers are La Chouffe, a gold
coloured beer with an alcohol content of 8% vol. that undergoes secondary
fermentation in the bottle or the barrel, the dark version Mc Chouffe of 8.5% vol,
and the season beer N’ice Chouffe of 10% alc. vol.
winter beer N’ice Chouffe is a dark ‘winter-warming’ beer, available from 1 December
as long as stock lasts. It appeals to the close connection that exists between the
Chouffe beers and the Belgian Ardennes, a tourist region attracting a lot of visitors.
Chouffe Bok is launched in the October-November months. Its special method of
preparation is mainly focused towards the Dutch market. Houblon Chouffe, with
its typical bitter taste – brewed based on three different types of hops – is available
in the European countries from now on. Before, it was only available in the United
States.
|
editions, which distinguish themselves by their taste and seasonal character. The
27
annual report 2008 Duvel Moortgat The extraordinary character of the beers is manifested in a number of special
Report by The Board of Directors
2008 once again has been a good year for Duvel Moortgat, despite the rise in
prices of raw materials and energy, and the worsened economic conditions in the
last quarter. In order to continue its growth, Duvel Moortgat once again invested
significantly in its production capacity and in the launch of some new beers. Nearly
all brands have seen a further rise in turnover on most markets.
1. 2008: the most important facts.
Good figures despite difficult market conditions
The 2008 economic climate was far from favourable. Although the impact of the economic crisis on sales
was limited, the prices of energy and raw materials increased significantly. At the end of 2008, the prices
of the major raw materials were more than twice as high compared to 2006. Duvel Moortgat managed to
partly charge the higher production cost to the market. The prices of all beers were adjusted only once, in
the spring of 2008.
The consolidated turnover rose by 15.5% which means an 80% increase during the last five years. Since its
stock market introduction in 1999, Duvel Moortgat’s consolidated turnover has risen by 168%. This strong
growth can be attributed to a strategy the group has consistently maintained, and which is based on
two pillars: a controlled expansion of the brands on the existing markets, combined with geographical
expansion.
In 2008, Duvel consolidated its position as strongest brand of the group, with an 8% global rise in turnover.
Reconstruction liefmans warmly welcomed
On 24 June, Duvel Moortgat took over the activities of the bankrupt companies Brouwerij Liefmans n.v. and
Liefmans Breweries n.v.. In doing so, it acquired a large part of the assets of the bankrupt companies, among
Repor t by The Board of Directors
which the entire machinery, all brands and methods of preparation. Earlier on, Duvel Moortgat had already
taken on the temporary exploitation of the site of the Brouwerij Liefmans in Oudenaarde for the duration of
two months.
In an initial phase, all attention is focused on the products of the Brouwerij Liefmans n.v.. The strong brand,
that radiates quality and authenticity, is gradually being rebuilt, and successfully so. The takeover by Duvel
Moortgat, and the continuity that is created by it, has been positively welcomed by the Liefmans’ clients and
distribution channels.
Expansion of the brand portfolio
-As mentioned above, the brand portfolio was extended with Liefmans.
-On 1 July, Vedett Extra White was launched, the sister beer of Vedett Extra Blond. This authentic white
beer is brewed using the most exquisite raw materials such as coriander and orange zest, and has a
double fermentation, both in the bottle and in the barrel.
-The Maredsous beers were successfully repositioned internationally, from a general abbey beer to a
beer that is closely connected to the Benedictine abbey by the same name. This happened in close
29
-Until recently, Houblon Chouffe was only being put on the market in the United States, since the
consumers there greatly appreciate its strong hops taste. Meanwhile, it has also been made available in
the other European countries.
Foreign share of group turnover keeps increasing
In 2008, all of Duvel Moortgat’s activities abroad gained further importance, which is in line with the
aspirations of the Board of Directors to expand internationally. This growth is the result of the consequently
maintained efforts made on these markets, in combination with a reinforcement of the commercial teams
on site. In 2008, the latter took place mostly in the Netherlands, France and the United States.
While in 2000, the share of foreign activities represented 20% of the consolidated turnover; in 2008 they
represented 43%. In absolute figures, turnover abroad rose from € 23.2 million to € 43.5 million over the
same period of time. In 2008, turnover in the priority export markets – the Netherlands, France, the United
Kingdom and the United States – rose by 17%. In the other export markets, turnover rose by 35%.
annual report 2008 Duvel Moortgat |
consultation with the monks. The labelling, amongst others, was adjusted accordingly.
In China, Duvel Moortgat managed to gather the necessary knowledge of the market through Duvel
Moortgat Shanghai. On a small-scale level, the structures are being developed to make the beers available
to potential consumers on specific locations. The intention is to let the consumers get acquainted with
the quality beers in this initial phase. Therefore, the presence on the China markets fits in with a long-term
strategy. Although nearly all of the group’s Belgian specialty beers are present on the China market, Duvel,
Liefmans and Vedett Extra White show the largest potential.
Duvel Moortgat nominated ‘company of the year 2008’
Duvel Moortgat was one of the six nominees for the Flemish ‘Company of the Year 2008’ award.
This annual competition is an initiative of Ernst & Young, in cooperation with the financial newspaper
De Tijd and Fortis.
All the candidates who take part in the competition undergo a strict quantitative and qualitative
selection, completed with an audit by Ernst & Young. Thus, during the last five years, all finalists
should realise a growth of at least 50% in two out of the three following fields: work force, turnover
and added value.
The members of the jury referred to the nominees as ‘stars in entrepreneurship and innovation,
strategy and drive, internationalisation and solid management’.
Strong focus on other brands
Abroad, Duvel Moortgat continues to develop the other brands alongside Duvel. In the Netherlands, the
focus is on the Chouffe beers and Vedett, which was launched here in 2008. In France, there is a major
interest in draught beer, and thus the attention is focused on the Maredsous abbey beers, La Chouffe and
Mc Chouffe. Moreover, the latter two realised a nice growth in turnover here. In the United Kingdom, efforts
are concentrated on Vedett. The British market also shows great potential for the Liefmans beers. Finally, in
the United States, Duvel Moortgat operates according to a portfolio strategy, with a global approach for
Duvel, Maredsous, Chouffe and the beers of the Brewery Ommegang. For further details, please turn to the
paragraphs on ‘Brands and Markets’ on page 36
2. Income statement: commentary
The consolidated annual accounts were prepared in accordance with the International Financial Reporting
Standards (IFRS), as published by the International Accounting Standards Board (IASB), and its interpretation
issued by the International Financial Reporting Interpretations Committee (IFRIC), as adopted by the
European Union until 31 December 2008. In the financial year 2008, the Duvel Moortgat Group realised a
consolidated turnover of € 101 million (increase of 15.5%).
Turnover by brand
Turnover of the Group’s major beer brands once again realised a rise compared to 2007. Duvel’s turnover
globally rose by 8%. The Maredsous abbey beers rose by 18.3%, the Chouffe beers by 16.3%. Bel Pils turnover
decreased by 1%. Vedett Extra Blond rose by 21.4%. In the Czech Republic, the sales of the locally brewed
Bernard beers rose by 33%. The American microbrewery Ommegang realised a 34.4% rise in turnover.
Turnover by market
rises by 16.2%. In France, the Group realises a 9.2% rise in turnover. In the United Kingdom, turnover rises by
7.6%. In the United States, a 27% rise in turnover was realised. The other countries realised a 37.8% growth. In
the Czech Republic, turnover rises by 33%.
The operating revenue rises by 17% to € 105.8 million.
The operating profit (EBIT) rises by 8.3% to € 19 million. The EBIT margin drops from 20% to 18.8%.
The results of operating activities after net financing costs rise by 5.1% to € 18 million.
Consolidated profit rises by 3% to € 12.2 million.
The gross operational cash flow (EBITDA) rises by 17.9% to € 30.9 million.
During the General Meeting, the Board of Directors will propose that the gross dividend be raised from
€ 0.80 to € 1 per share. This corresponds to a payout ratio of 43% of the consolidated net profit.
31
|
Belgium, turnover rises by 11% in spite of a 3.8% decrease in beer consumption. In the Netherlands, turnover
annual report 2008 Duvel Moortgat The turnover abroad rises by 22% as a result of the various initiatives taken in the priority export markets. In
Changes in the consolidation scope
At the end of 2008, the 18% minority interest in Duvel Moortgat USA was taken over by Duvel Moortgat NV.
Within the LFB Group, a new company was founded (SARL Fousseretlyon) that is running a “bar à bières” in
Lyon, opened on 14 September.
Foreign activities Duvel Moortgat
USA
24.67 %
The Netherlands
19.35 %
Czech Republic
17.86 %
France
16.56 %
Other countries
13.50 %
UK
8.06 %
0%
25 %
Turnover by product
Duvel
52.79 %
Others
17.40 %
Bernard
7.69 %
33
Achouffe
6.75 %
Maredsous
4.77 %
Vedett
4.11 %
Ommegang
3.51 %
Bel
2.96 %
0%
60 %
2008
2007
101,009
87,452
18,990
17,533
-908
-331
Profit before tax
18,082
17,216
Consolidated profit
12,178
11,828
Group share
12,163
11,761
Gross operational cash flow (EBITDA)
30,865
26,176
2008
2007
167,471
154,541
97,024
90,057
95
101
30,018
28,932
100,540
92,319
11,280
9,237
Liquidity/current ratio (1)
2.61
2.71
Solvency/Debt ratio (2)
0.42
0.42
Operating profit/net revenue
18.80%
20.05%
Profit/net revenue
12.05%
13.52%
EBITDA/net revenue
30.56%
29.93%
Consolidated key figures
(in € 000)
Net revenue
Operating profit (EBIT)
Net finance costs
Evolution of key balance sheet figures and financial ratios
(in € 000)
Total assets
Shareholder’s equity
Minority interest
Cash and cash equivalents
Non-current assets
Depreciation
(1)
Current ratio: current assets/short-term debts.
(2)
Debt ratio: debts/total assets.
2008
2007
Belgium
57,483
51,662
The Netherlands
8,422
7,338
France
7,209
7,117
UK
3,507
3,261
USA
10,738
8,435
Czech Republic
7,772
5,838
Other countries
5,878
3,801
Total
101,009
87,452
(in HL)
2008
2007
6,508,946
-4.3%
Geuze and Kriek beers
272,538
-14.5%
Thirst-quenching beers (**)
481,924
- 5.9%
Abbey beers and trappist beers
945,229
+ 0.3%
Savoury beers (***)
585,599
+ 5.8%
8,794,236
- 3.8%
Pilsners
Total
(*) Since the publication of statistics concerning the 2003-2004 evolution, the Federation of Belgian Brewers
reduced the number of beer types to the above categories, in order to enable a regular quarterly communication.
(**) Thearst-quenching beers are the reddish brown, amber and wheat type beers
(***) The savoury beers include strong blonds, regional beers, pale-ale, stout, scotch and x-mas
35
|
(in € 000)
annual report 2008 Duvel Moortgat Evolution of beer sales
in Belgium 2007-2008 (*)
A break down of group sales
in geographical markets
Net revenue
Net revenue, EBIT,
profit and EBITDA
by business unit
Total
Profit
EBITDA
2008
2007
2008
2007
2008
2007
2008
2007
99,304
85,799
16,997
15,133
10,848
9,961
28,758
23,777
1,705
1,653
1,993
2,400
1,330
1,867
2,107
2,399
101,009
87,452
18,990
17,533
12,178
11,828
30,865
26,176
(in € 000)
“production and sales of
beers” business unit
“other activities” business
unit (*)
EBIT
(*)The business unit ‘other activities’ includes all property interests and financial services of the Duvel Moortgat Group.
3. Focus on brands and markets
Duvel: a brand segment on its own
Duvel’s turnover rose globally by 8%.
Being the market leader in Belgium, Duvel performed better than it did in 2007. Duvel increased its visibility
in the top locations, and reinforced the brand image. The fact that the beer succeeds in consolidating its
market share despite a declining market, can mainly be attributed to Duvel being a strong segment on its
own, and consequently does not have to compete in a larger group of beers.
In the Netherlands, Duvel’s popularity steadily keeps on growing, both in the on- and off-trade markets. In
2008, a market research on the perception on the beer of both consumers and non-consumers was carried
out. Based on a correct assessment of its current market position, the brand can be further developed in a
well-targeted manner.
In France, Duvel experienced a rise in turnover. This can partly be explained by the higher beer prices, but
also by recent advertising campaigns that supported the sales. In both the on- and off-trade markets, great
growth possibilities remain. Specifically in the Lille area, in the north of the country, the commercial team
was reinforced.
Duvel’s turnover in the United Kingdom slightly decreased, following the general trend on the British beer
market. Duvel Moortgat UK, the independent commercial structure founded in 2006, keeps on making
efforts to push up sales in the on-trade markets. In doing so, a lot of effort is put in the development of
strong relations with the major beer traders.
Strategic importance duvel moortgat usa keeps growing
In the United States, a nation-wide growth was realised, despite the financial crisis. This is partly due to the
strategic decision taken by Duvel Moortgat n.v. in 2006 to independently take on the distribution of all the
group’s brands. The American market is continuously gaining strategic importance. This translated into a
further development of the structures. A vice-president of marketing was recruited in order to reinforce the
image of the different brands in the various market segments. At the end of 2008, a Market Manager was
recruited for California. Out of here, the West Coast will be worked on step by step, as was done before on
the East Coast.
The number of supermarkets and pubs where Duvel is sold and served keeps on growing. The efforts made
in previous years promoting Duvel, continue to yield profit.
For a number of years now, the accent on other promising markets is consolidated. In these markets as well,
Duvel managed to realise a nice progress.
New maredsous concept is a success
has been very well received by the customers. The fact that the Maredsous abbey is a popular tourist
attraction, adds to the appeal in Belgium, the Netherlands and France. In France, the Maredsous beers are
available both in the on- and off-trade sector, where there is still a lot of growth potential.
In the United States, since the fourth quarter Maredsous Blonde with 6% alc. vol. has been put on the market.
Previously, only the blond Maredsous Triple (10% alc. vol.) and Maredsous Brune, the dark version of 8% alc.
vol. were commercialised.
In other countries as well, the new concept is a success, and Maredsous realised a nice progression.
Nice growth for goblin beers
In 2008, the sales of the Chouffe beers rose further by 16.3%. Given the brand’s strategic importance,
commercial efforts were intensified in the course of the year, resulting in a strong growth in Belgium,
France and the United States. In Italy, where the brand was launched in 2007, results are encouraging and
commercial efforts will be continued.
37
|
repositioning, putting the emphasis on the close connection to the Benedictine abbey by the same name,
annual report 2008 Duvel Moortgat The Maredsous abbey beers have done remarkably well. Turnover rose by 18.3%. The international
The Brasserie d’Achouffe realises 35.4% of its turnover in Belgium and 64.6% abroad, of which 42% in the
Netherlands.
In the priority markets, the local sales teams have succeeded in further developing distribution in the ontrade sector. In doing so, there’s a continuous search for ‘headstrong’ pubs, whose image matches that of
the Chouffe beers.
The extraordinary character of the beers is manifested in a number of special editions, which distinguish
themselves by their taste and seasonal character. The winter beer N’ice Chouffe is a dark ‘winter-warming’
beer, available from 1 December as long as stock lasts. It appeals to the close connection that exists
between the Chouffe beers and the Belgian Ardennes, a tourist region attracting a lot of visitors. Chouffe
Bok is launched in the October-November months. Its special method of preparation is mainly focused
towards the Dutch market. Houblon Chouffe, with its typical bitter taste – brewed with three different types
of hops – is available in the European countries from now on. Before, it was only available in the United
States.
Vedett Extra White also popular in Japan
Turnover of the Vedett beers in Belgium realised a nice growth. The continuous strong growth of Vedett
proves once again that the brand – despite or thanks to its rebellious character – is becoming a wellestablished brand, both in the on- and off-trade markets. At the same time, Vedett proves that an innovative
beer carrying a clear-cut and strong brand can be successful despite a declining market.
The sales in Belgium were given an extra push by the launch of Vedett Extra White in July. Vedett Extra
White, a white beer with all of Vedett’s typical characteristics, was instantly successful in Japan, owing to the
efforts made by importer Konishi.
In the United Kingdom, the presence of Vedett Extra Blond could be further expanded towards the
right locations. Still, the importance of the British market remains relatively small. In other countries,
the Netherlands amongst others, a number of pubs put the rebellious beer on the menu as a test case.
The positive welcome of Vedett Extra White in these countries is important with the future in mind.
Bel Pils follows trend of downward beer consumption
Turnover of Bel Pils slightly decreased by 1%. However, as opposed to the declining figures in Belgium –
where ale consumption in general is decreasing – there is an increase in sales abroad. Bel Pils holds its own
relatively well owing to its typical character and particular taste. At the same time, the 2006 refurbishment of
the brand, featuring new labels, glasses and promotional material keeps paying off.
Growing popularity on the American market
Brewery Ommegang saw an increase in turnover of all of the brands in the United States (Ommegang Abbey,
Hennepin, Rare Vos, Three Philosophers and Ommegang Witte). At the same time, the sales in supermarkets
increased. This can be attributed to the growing popularity of the brands, but also to the recruitment of a
National Accounts Manager.
In December 2008, Ommegang was ranked fourth by Beer Advocate Magazine in the All-Time Top
25 Breweries on Planet Earth. According to the initiators, this list contains the most popular and most
appreciated breweries of all times.
39
Once again, the Bernard Brewery in the Czech Republic did excellently in 2008. Turnover rose by 33%, owing
amongst others to the further development of the successful non-alcoholic Bernard Free launched in 2006.
Bernard succeeds in maintaining its identity and position against the bigger brewers.
Differentiation remains the most important cornerstone of Bernard’s expansion strategy, and it is expressed
for example by the non-pasteurised beer in a swing-top bottle, the ‘personalised’ bottles showing the
Bernard logo, and Bernard Free. In the future, Bernard hopes to distinguish itself even more by producing
specialty beers.
Bernard also realised a solid growth abroad. In Russia, demand is strongly increasing, and Slovakia is also an
important export market. In Great Britain, the Bernard beers have been available since early 2008 at Tesco
supermarkets.
Bernard is making headway in great britain
Award launches bernard on the british market
For a few months now, the Bernard beers can be found on the shelves of the Tesco supermarkets.
This is the result of a beer tasting contest that Bernard won at the end of 2007. Specifically, the
Bernard Special Dark Beer won the 15th Tesco Drink Awards in the lager category. In total, over 400
beers competed in the various categories of the Tesco Drink Awards. They were all tasted and judged
by a team of prominent specialists and journalists.
This way, Bernard is continuing its success, after the dark Bernard 13° won the International Beer
Challenge ‘World’s 50 Best Beers’ in 2006. At least as important as the award was the prize that went
with it: the right to be taken up in the Tesco supermarkets’ supply in Great Britain. In total, it concerns
over a thousand branches nation-wide.
4. Research and development
More than ever, quality care occupies a central position within all of Duvel Moortgat’s activities. Especially
now that the beer portfolio is growing and the production processes are becoming increasingly complex.
All employees are maximally involved in the continuous striving to take the product’s and processes’ quality
assurance to a higher level.
The brewery is keen on keeping itself informed of the most recent developments and researches within its
field of study, and is therefore closely cooperating with several universities. In cooperation with suppliers
and other brewers, a new investigation was started to closely study the influence of malt on certain process
parameters. The investigation will be carried out at the Catholic University of Leuven.
Next to that, several new technological developments were further tested on a small scale. In this research,
Duvel Moortgat cooperated with Alfa Laval in projects concerning fermentation treatment and membrane
filtration techniques.
5. Investments
In 2008, Duvel Moortgat realised investments for a total amount of € 14.6 million, spread over the
production units in Belgium, the Czech Republic and the United States. The main emphasis was given
to extending the capacity, in which quality assurance and the use of the Best Available Techniques (BAT)
occupy a central position (*).
(*) For more information on Duvel Moortgat and the use of sustainable technology, please see ‘Policy Aspects’ on page 60.
Belgium
The lagering capacity was extended with six tanks of 3,200 hectolitres each. This further ensures the normal
production process, which takes up a total of twelve weeks.
In January 2008, the total production was transferred to the new brewery hall in Puurs. The new
construction is designed to enable an initial capacity of 900,000 hectolitres, with the possibility to extend it
to 1,050,000 hectolitres. Construction of the brewery hall was combined with some smaller investments: the
renewal of the steam, condense and water distribution of the whole Puurs site, the installation of new steam
of the repositioning of the brand, as were the Vedett crates. In total, some 350,000 crates are concerned.
In the field of ecology, further investments were made in the wastewater purification installation of Brasserie
d’Achouffe. In addition, the fermentation and lagering capacity were extended.
United States
At the Brewery Ommegang, the production capacity was further extended, mainly by increasing the
fermentation and lagering capacity. The capacity of the brewery hall was extended by increasing the
number of shifts.
|
The project to replace the old Duvel crates was continued. Also, the Maredsous crates were replaced in view
41
annual report 2008 Duvel Moortgat generators and the renewal of the water treatment installations.
Czech Republic
The Bernard Brewery invested in new bottles and crates. The fermentation and lagering capacity was further
extended, and the bottling plant was partly modernised and automatized. Bernard’s growth also translated
Investments:
planned vs
realised
into the construction of a new and spacious administrative building.
(in € 000)
2008
2007
2006
Planned
14,364
19,509
12,300
Realised
14,596
21,887
12,307
planned 2008
realised 2008
Company buildings/pubs and cafés
4,409
3,416
Fabrication
3,996
2,646
Crates/bottles/barrels
2,336
3,740
Achouffe
2,100
1,162
Bernard
621
1,833
Various technical investments
522
806
Ommegang
220
589
Furniture and vehicles
161
405
14,364
14,596
Comparison of planned investments
versus realised investments.
(in € 000)
Total
In the chart above, the investments of associated companies are included for 50%.
6. Risk management
Purchase of raw materials and utilities
Malt is purchased based on yearly contracts. The closing date can vary, and the price is based on the market
value of barley. The latter is set by the harvest and the general market conditions. In recent years, the price
of malt set historical records. In 2008 also, the prices were significantly higher than in the past.
The bad hop harvest of end 2007 caused a shortage on the market, which led to an enormous rise in prices
for the 2008 purchases. Additionally, the packing costs increased strongly in 2008.
The energy costs for Duvel Moortgat did not increase as much as market prices in 2008, owing to the longterm contract that was concluded with the electricity supplier.
Foreign currency risks
Duvel Moortgat’s international profile can lead to several currency risks arising from various exposures
primarily with respect to the USD, CZK and GBP. In certain cases, forward contracts can be used to hedge
43
Credit risks regarding customers
The credit risk has been limited by applying strict procedures. Furthermore, as from 1 January 2004, a credit
insurance has been taken up.
Liquidity risks
Because of its considerable cash position, the liquidity risks of the Group are very limited. The interest due
on the investment credit – concluded in 2002 at variable short-term interest rates – is covered by an Interest
Rate Swap (IRS) as from 1 January 2006. The interest due on the new investment credit concluded at the
end of 2006 is also covered against variable short-term interest rates.
this exposure. At the end of 2008, there were no outstanding forward contracts.
7. Social report
The Duvel Moorgat Group, including the fully consolidated subsidiary companies, employed 559 people at
the end of 2008, of whom 339 are office workers and 220 manual workers. There are 141 female employees.
The mother company employed 195 people, the fully consolidated subsidiaries 139 and the proportionally
consolidated subsidiaries employed 225.
Number of employees keeps growing
In 2008 as well, the number of employees of Duvel Moortgat grew further. At the Puurs site, the
management of the brewing and quality team was reinforced. As a result of the launch of a few new
beers and the Liefmans takeover, two junior marketeers were added to the marketing team. At Brasserie
d’Achouffe, both in production and admistrative support, a number of additional employees were recruited.
In France, the company recruited additional commercial assistants.
Bottling plant switches to three-shift system
On the social level, 2008 was a year in which the company management and the trade unions were on
good terms. The social elections went smoothly. A new employees council and a new committee for
prevention and protection at the work site were founded. At the end of the year, management and the
trade unions reached an agreement on the extension of labour at the bottling plant. Spurred on by the
increasing volumes, there was an agreement to switch from a two-shift system to a three-shift system,
with a fixed night shift. At the end of December, the night shift had already been three-quarters filled with
employees who voluntarily made the switch. In early January, the recruitment of additional workers started.
In order to provide new colleagues with the chance to integrate as soon as possible, a new, extensive
welcoming brochure was put together, which was also provided to all long-serving employees.
As in previous years, training programs remain an important pillar of the human resources policy. In 2008,
this was essential more than ever given the implementation of the new brewery hall, and impacted
strongly on the working environment and the job description. The manual workers mainly receive an onthe-job training. First-line management – foremen and assistant foremen – participated in a cooperation
and management and in a course on coaching. The commercial and back-up employees took courses
depending on their individual or collective needs.
Bycicle plan benefits environment, mobility and health
On staff level, the focus on sustainability translated into the introduction of a so-called ‘bycicle plan’ in 2008.
In close consultation with the employees council, a study was carried out on how to stimulate commuter
traffic by bicycle. An application for a grant from the bycicle fund of the Flemish Ministry of Mobility was
approved. At the end of the year, the bicycle fleet contained some seventy bikes containing the company
logo. In the next four years, some ten additional bicycles will be purchased. In order to obtain a personalised
bicycle, employees must sign a contract in which they state to commute to work by bicycle at least 60%
of the time. The bicycle plan not only benefits mobility and the environment, but also the health of the
employees.
In the field of safety, a new year-action plan was composed in 2008. A fire-drill with the internal fire brigade
in the course of the year confirmed the importance of a regular update of the safety plan.
2007
2006
Fully consolidated subsidiaries
Manual
100
98
92
Administrative
95
91
87
Manual
16
12
12
Administrative
11
12
8
Manual
7
6
6
Administrative
2
2
2
Administrative
9
8
7
Manual
26
19
13
Administrative
14
11
11
Duvel Moortgat USA
Administrative
15
12
10
Belga Bar UK
Administrative
34
40
37
Duvel Moortgat UK
Administrative
5
4
4
334
315
289
Brasserie d’Achouffe
Moortgat Horeca Services
Duvel Moortgat France
Brewery Ommegang
Total
|
Duvel Moortgat
45
annual report 2008 Duvel Moortgat Summary of employee numbers on 31 December 2008
2008
2008
2007
2006
Administrative
0
1
1
Manual
49
44
38
Administrative
74
68
58
Manual
22
20
21
Administrative
4
5
3
Administrative
76
62
58
225
200
179
2008
2007
2006
Manual
123
112
106
Administrative
94
98
92
The Netherlands
Administrative
10
8
7
France
Administrative
12
10
9
Manual
26
19
13
Administrative
29
23
21
UK
Administrative
39
44
41
China
Administrative
1
1
0
334
315
289
Administrative
0
1
1
Manual
71
64
59
Administrative
78
73
61
Administrative
76
62
58
225
200
179
Summary of employee numbers
on 31 December 2008
Proportionally consolidated subsidiaries
Steendonk
Bernard brewery
Bernard Malt house
LFB Groep
Totaal
Summary of employee numbers on 31 December 2008 per country
Fully consolidated subsidiaries
Belgium
USA
Total
Proportionally consolidated subsidiaries
Belgium
Czech Republic
France
Total
8. Real estate activities
In 2008, it was proved once again that the way Moortgat Immo Services (MIS) manages the group’s property
with due diligence continues to pay off. MIS always manages the portfolio from a uniform vision, paying
attention to the search for strategic locations, pub owners with the right profile and sound, long-term
investments. This approach has lead to an excellent occupancy rate of over 98% and a good rate of return.
In the previous year, some establishments with a less important strategic location were sold, upon which
the proceeds were reinvested in qualitative establishments with a better location and visibility, and a bigger
personality.
Search for lesser-known but promising locations
Since MIS operates according to a long-term vision, it is often a pioneer. Typical examples are two pubs in
Brussels: ‘Mappa Mundo’ in the vicinity of the Sint-Gorikshallen and ‘Café Belga’ at the Flagey Square, which in
the meantime has become one of the brewery’s most important flagships. In both cases the locations were
initially atypical, but MIS regarded them as very promising, and rightly so, as it turned out later. The search
for such affordable and yet unknown locations is a constant factor in the real estate policy of the company.
its properties, and thanks to this know-how it can very well assess the needs of the location as well as
the demands of the consumers. In such, MIS can propose tangible proposals concerning the design and
attraction of the cafés. This way, a win-win situation occurs: the image of the brewery and the beers is
consolidated, and the pub owners experience an increase of the profit of their business.
9. Marketing (*)
(*)
For further information on the various brands, we refer to the paragraphs ‘Brands and Markets’ on page 36
In 2008, a large step was taken in the field of marketing in the direction of further internationalisation.
The approach also evolved further from a mono-brand to a multi-brand approach, with a strong emphasis
on the other beers of the Duvel Moortgat portfolio.
For Duvel, the successful 2007 advertising campaign was continued in Belgium, since it perfectly meets the
brand experience and the values of the beer. In 2008, a lot of attention also went to tastings and festivities.
With specifically targeted samplings, the Walloon market especially was familiarised with Duvel. Being a
typically Flemish product, Duvel was an eye-catching sponsor at the Fêtes de Wallonie, which led to very
positive reacions.
47
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and the recuperation of energy, and the very close cooperation with the pub owners. MIS gets to know
annual report 2008 Duvel Moortgat Other aspects of MIS’ approach are the attention for the environment, by using energy saving materials
The internationalisation translated into a specific approach of each of the markets. In other words, abroad,
the shift was made from a mere distribution strategy to a specific image campaign.
Maredsous experienced a successful repositioning in 2008. The new image of abbey beer with a very close
connection to the Benedictine abbey by the same name, has been welcomed very positively both in the
on- and off-trade sectors, not only in Belgium, but also in the Netherlands, France and the United States.
This resulted in a greater appreciation by the consumers, and consequently in additional distribution and
rotation. The project for the modernisation of the visitor centre at the Maredsous abbey is ongoing.
Vedett’s marketing efforts were mainly made in the launch of Vedett Extra White, which has the same
branding as Vedett Extra Blond. The rebellious character of the beers was further intensified and the
marketing mix is more than ever a mix of creativity and originality. At the same time, the beer is evolving
into the direction of a headstrong classic when it comes to distribution and brand image. In 2008, Vedett
was put on the market in a canned version also. Additionally, the further development of the brand was
continued in Belgium, along with the internationalisation of the brand, specifically in the United Kingdom
and Japan; on this market mainly through the successful launch of Vedett Extra White.
The typical image of the Chouffe beers is consequently cultivated since the 2006 takeover, with a further
expansion of its distribution as a result.
After the takeover of the bankrupt Brouwerij Liefmans in June 2008, the brand was brushed up immediately,
preserving its authenticity. By the second quarter of 2009, the operation should be complete, with adjusted
packaging, colours and supporting point-of-sales materials such as glasses, coasters etc.
Brewery Ommegang mainly targets a portfolio approach, with various beers, in order to provide a worthy
portfolio. Next to that, Ommegang keeps anticipating the market with special beers in a limited edition. So,
in 2008, Obamagang was launched with a wink. In the United States, marketing includes the beer portfolio
as a whole, in the pubs and cafés as well.
10. Acquisition of own shares
In the financial year 2008, the company purchased 46,197 own shares. On 31 December 2008, the company
holds a total portfolio of own shares of 81,163 shares, which amounts to a total value of € 2,442,742. These
shares account for 1.51% of the capital. In accordance with regulations, a special unavailable reserve to the
amount of € 2,442,742 was created.
11. Further activities of the statutory auditors
In accordance with Article 134§2 of the Company Law, we report that in the financial year 2008, the
statutory auditor carried out special assignments regarding information and counselling of the audit
committee, for which a fee was paid to the amount of € 5,400.
12. Warrant plan
The Extraordinary General Meeting of 26 March 1999 created a warrant plan, in which 250,000 warrants can
be issued that entitle the right to subscribe to the same amount of shares. The warrants have a maximum
exercise period of ten years starting as of the issue date. The warrants are issued free of charge and cannot
be exercised before expiration of the third calendar year following the year the warrants were issued.
The 20,640 warrants issued in 1999 can be exercised at an exercise price of € 21.57 and, in the meantime,
have all been exercised in the course of 2005 and 2006. In 2005, 11.200 new warrants were issued that can
be exercised at an exercise price of € 25.54. In 2007 4000 of these warrants were exercised.
Within this plan, no further warrants shall be issued given that they are no longer exercisable before the end
49
13. Important facts at the end of the financial year
On 15 December 2008, the ‘convention de cession de parts sociales’ of l’Hotel de la Vallée des Fées was
signed. The payment and transfer of shares took place on 30 January 2009. The hotel activities were stopped
as from the end of 2008. This former hotel is part of the site of Brasserie d’Achouffe and will be transformed
into a visitor centre, seminar and training location, amongst others.
On 17 March 2009, the buildings of the Liefmans brewery in Oudenaarde were acquired to the amount of
€ 1,650,000, in implementation of the agreement concluded with the curators on 24 June 2008.
These events do not impact the actual position of the company for the financial year 2008.
of the duration of the plan.
14. Conflict of interest on 2 transactions – enforcement
of article 523, company law
In relation to 2 transactions of managers with companies of the group, Article 523 of the Company Law is
applicable. Below is the complete account of the minutes of the respective Boards of Directors.
Transaction 1
Minutes of the Board of Directors, held at the head office of the company Moortgat Immo Services NV on
25 June 2008.
Attending
-
LEMA n.v. permanently represented by Michel Moortgat
-
BEMO n.v. permanently represented Bernard Moortgat
-
LP INVEST n.v. permanently represented door Victor Philippe Moortgat
-
KRUG b.v.b.a. permanently represented door Daniel Krug.
Sole item item on the agenda
The sale by the company to BEMO n.v. of two properties located at Antwerp, Oude Vaartplaats 44 and
46 cadastral section C numbers 904/B and 905/F with 143 m² surface area, 144.95 m² according to
measurement, at the price of € 300,000.00, payable upon execution of the deed of purchase.
Attention is drawn to the fact that this sale had previously been the subject of a decision made by the
Board of Directors on 24 November 2005 when this sale was approved at the price of € 270,000.00. Due to
the fact that the grant of the necessary permits took such a long time, this sale has not been finalised until
this moment. Given the fact that three years have passed since this decision, and that the real estate market
conditions have since evolved, it is deemed useful to submit this matter for approval to the Board anew.
BEMO n.v., as related by mister Bernard Moortgat, points out to the other directors, as stipulated in Article
523 of the Company Law, the conflict of interest in this transaction yet at the same time the fact that it
concerns a customary transaction for the company that will take place under conditions and contrary to
certainties in conformity with the market. Hereby, he points to the new valuation report concerning the said
plots, drawn up at the expense of the company on 21 May 2008 by John Soetewey, chartered land surveyor
at Wijnegem.
With the purpose to prevent any misapprehensions, BEMO n.v. declares to prefer not to participate neither
in the deliberation nor in the voting on this item on the agenda.
Upon this, the meeting is continued with the three remaining directors under the chairmanship of LEMA
n.v.
Deliberation
On the basis of the valuation report at hand, in which three valuation prices are taken up for both properties
together, namely
€ 240,000.00
-
in the case of a voluntary public auction
€ 270,000.00
-
in the case of a private purchase
€ 300,000.00
the Board states that the price of purchase for both properties offered by BEMO n.v. corresponds to the
stated valuation price in the case of a private purchase. Considering the fact that the purchase price will
be paid upon execution of the deed as is customary, the Board is of the opinion that the conditions of sale
offered by BEMO n.v. meet the market normal conditions and certainties applicable to such transactions.
Decision
By unanimous vote, the Board agrees to the sale of said properties to BEMO n.v. at the price of € 300,000.00,
providing immediate payment of the full purchase price upon execution of the deed.
Furthermore, the Board decides to add a copy of the valuation report to the minutes of the current meeting,
and to give notification at the next Board of Directors of Duvel Moortgat n.v.
After this sole agenda point has been settled, the meeting is adjourned.
51
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in the case of a compulsory public auction
annual report 2008 Duvel Moortgat -
Transaction 2
Minutes of the Board of Directors, held at the head office of the company Moortgat Immo Services NV on 2
March 2009.
Attending
-
LEMA n.v. permanently represented by Michel Moortgat
-
BEMO n.v. permanently represented Bernard Moortgat
-
LP INVEST n.v. permanently represented door Victor Philippe Moortgat
-
KRUG b.v.b.a. permanently represented door Daniel Krug.
Sole item on the agenda
Sale by LEMA n.v. to the company of a property located at Sint-Niklaas, Houtbriel 23 cadastral section E
no 2072A with a surface area of 170 m2, at a price of € 419,000.00, payable upon execution of the deed of
purchase. This property serves as a café/brasserie on the ground floor and is already rented by the company
at a monthly rent to the amount of € 1,734.86 and is sublet at the same rental price.
LEMA n.v., as related by mister Michel Moortgat, points out to the other directors, as stipulated in Article 523
of the Company Law, the conflict of interest in this transaction yet at the same time the fact that it concerns
a customary transaction for the company that will take place under conditions and contrary to certainties in
conformity with the market. Hereby, he points to the valuation report concerning the said plots, drawn up
on 13 January 2006 by an independent assessor (Gudrun Xpert n.v.).
LEMA n.v. declares that no short values are to be mentioned on the building that is to be sold since the
valuation on the date previously mentioned. This is confirmed by BEMO n.v. in its capacity of delegate
director of Moortgat Immo Services n.v., the buying company.
Furthermore, LEMA n.v. refers to the exploratory soil survey carried out on 5 January 2009 by ASPER bvba in
Sint-Niklaas by order of Duvel Moortgat n.v., the summarising conclusion of which states:
“After the analysis of the samples, concentrations of lead were found superior to the lead standards set in
the fixed part of the soil, and arsenic in the groundwater near the PB3 sounding pipe (hallway adjacent
to the kitchen and the pub’s toilets). These elevated concentrations are considered to be historical soil
pollution, the cause of which remains nevertheless unknown.
The exploratory soil survey shows that there is no clear indication that the elevated concentrations
constitute serious soil pollution for people and environment. As a result, no additional descriptive soil survey
is needed.”
Additionally, LEMA n.v. refers to the soil certificate granted by OVAM, the Public Waste Agency of Flanders
on 20 February 2009, which - in accordance with the findings of the submitted exploratory soil survey confirms that no descriptive soil survey is needed.
With the purpose to prevent any misapprehensions, LEMA n.v. declares to prefer not to participate neither
in the deliberation nor in the voting on this item on the agenda.
Upon this, the meeting is continued with the three remaining directors under the chairmanship of BEMO n.v.
Deliberation
After examination of the results of the submitted exploratory soil survey, and of the soil certificate granted
by OVAM, the Board is of the opinion that the historical soil pollution found does not influence the valuation
of the property and that it can be expected that it will not do so in the future.
On the basis of the valuation report at hand, in which three valuation prices are taken up for the property,
namely
in the case of a compulsory public auction
€ 335,000.00
-
in the case of a voluntary public auction
€ 377,000.00
-
in the case of a private purchase
€ 419,000.00
53
the Board states that the purchase price fixed by LEMA n.v. equals the valuation price stated in the case of
a private purchase. Taking into account the fact that this valuation prices dates from January 2006, and the
fact that real estate prices have risen substantially since then, the Board is of the opinion that the conditions
of sale put forward by LEMA n.v. meet the normal market conditions and certainties applicable to such
transactions.
Decision
By unanimous vote, the Board agrees to the purchase of said property by the company at the price of
€ 419,000.00, providing the immediate payment of the full purchase price upon execution of the deed of sale.
Furthermore, the Board decides to add a copy of the valuation report and of the quoted exploratory soil
survey to the minutes of the current meeting, and to give notification at the next Board of Directors of
Duvel Moortgat n.v.
After this sole agenda point has been settled, the meeting is adjourned.
-
15. Policy aspects and outlook for 2009
In 2009, as in previous years, the main efforts will be made in the day-to-day progress of the group’s further
development, both where brands and markets are concerned, and this with constant attention for quality.
However, this doesn’t prevent some special emphasis to be made.
Brands
For Duvel, the emphasis on the foreign markets will be further enhanced, although it goes without saying
that Belgium also remains a major factor, both regarding volume and marketing. In previous years, in the
export countries distribution was highly emphasised, but since 2008 the main focus is on the brand image
of the brands and an internationally oriented marketing.
The Chouffe beers will be able to reach a broader audience when they will be made available in 33 centilitre
bottles. So far, the bottled versions were only available in 75 centilitre packaging.
According to expectations, Vedett Extra White will confirm the success of the first months following its
launch. Vedett Extra Blond in a canned version will prove – during the festival season mainly – that it meets a
specific demand of the public. At the same time, efforts will be put in the further internationalisation of the
Vedett beers.
For Maredsous, the adjustments and modernisation of the abbey’s visitor centre will constitute an important
priority. The repositioning will be further continued both in Belgium and abroad, and so, in the United States
Maredsous Blonde with 6% alc. vol. will be launched. At the moment, only the gold Maredsous Triple with
10% alc. vol. and the Maredsous Brune with 8% alc. vol. are commercialised.
In 2009, the redevelopment of the Liefmans brand will be continued. The authenticity of the brand will
be preserved, but at the same time the beer will be made more accessible to the large public. Possibilities
abroad will also be looked into. The classic and traditional Liefmans beers will be preserved, and additionally
a new variety will be launched in April. All of the beers have the same class and characteristics of the classic
Liefmans beer. Therefore, Liefmans will only begin to yield its full impact on the Duvel Moortgat results as
from the second six months of 2009.
The Bernard beers will be further developed in Belgium and abroad. More specifically, Bernard Free will be
launched as a fruity beer.
In the United States, distribution will be further developed for Brewery Ommegang’s local specialty beers,
which are gaining growing brand recognition in the major states.
Investments
In 2009, various investments are once again planned, mainly concerning quality, for a total amount of
€ 14.7 million. Below are the most important ones:
Puurs
In Puurs, the yeast propagation unit will be modernized. This will lead to the use of constantly fresh yeast for
the main fermentations, which will benefit the uniformity of the yeast profiles. The renewal program of the
Duvel crates is reaching its completion.
Achouffe
The purchase of a new vacuum filler and an adjusted barrel line should better meet the specific needs of
a refermented beer such as Achouffe. Another important investment is the purchase of new 33 centilitre
crates, in view of this new packaging for the Chouffe beers.
United States
In Cooperstown, the fermentation and lagering capacity of Brewery Ommegang will be further extended.
55
Czech Republic
At Bernard, the last phase of the increase of the fermentation and lagering capacity occupies a central
position in the investment program. Additionally, the capacity of the brewery hall will be extended, mainly
by means of adaptations in the operating equipment.
Real estate activities
The high prices on the real estate market continue to add to the challenge of finding appropriate plots with
a good location that stand the test of cost-benefit analysis. Nevertheless, Moortgat Immo Services is always
looking for interesting and economically justified pub sites in the major cities. Duvel Moortgat has reached
such maturity that enables them to look out for bigger and better pubs on top locations in Brussels,
Antwerp and Ghent.
Also, investments will be made in a storage and refermentation warehouse.
Results
For 2009, when raw materials are concerned, expectations are that the malt prices will remain at a high
level, since the malt prices for 2009 were partly fixed in 2008. Expectations are that the high prices will be
maintained due to speculations on this market.
The hop market will probably restore owing to the implementation of new plantations that will yield full
profit within a few years, and by the global negative beer market evolution. This market supply, however,
mainly constitutes bitter hops, while the aromatic hops Duvel Moortgat needs, will remain in short supply.
Consequently, hops will remain a very expensive raw material in 2009.
The producers of the packaging materials predict further increases in prices for 2009, equivalent to those of
2008. The decrease of the prices of raw materials and energy, however, will probably negatively influence
the prices offered.
In terms of the purchase of electricity, the long-term contract concluded with the supplier will be continued
in 2009.
Duvel Moortgat is expecting further growth in 2009, but in view of the current crisis that is heavily
impacting all sectors, and of the insecurities that go along with it, it is unable to put specific figures on this
growth.
57
Liefmans
Liefmans Breweries n.v. after its bankruptcy, was taken up into Duvel Moortgat in
2008, in order to avoid the loss of four centuries of expertise and quality.
In an initial phase, all attention is focused on the products of the Brouwerij Liefmans
NV. The strong brand, that radiates quality and authenticity, is gradually being
rebuilt, and successfully so. The takeover by Duvel Moortgat, and the continuity
that is created by it, has been positively welcomed by the Liefmans’ clients and
distribution channels.
59
Policy aspects:
attention to people and environment
Duvel Moortgat is duly aware of its responsibility towards society and the
environment in general. The basic principle of the brewery’s activities is producing
respecting the environment, the safety and health of their employees and the
population. Another crucial aspect of the corporate social responsibility are the
well-kept relations with the local community and social support.
1. Duvel Moortgat and sustainability
The Duvel Moortgat brewery is an environmentally conscious company that pays attention to sustainability.
Each new investment or technological alteration is judged first on its impact on the evironment. Concretely,
this means that in each case, research is done of how detrimental consequences to mankind and the
environment can be minimized. The preservation of quality and the use of ‘Best Available Techniques’ are
also a permanent concern. Where production is concerned, green energy and recuperation of energy are
optimally used, not because energy is a vital part of the price of a bottle of Duvel, but because it is a matter
of social responsibility.
In 1999, Duvel Moortgat signed the “Food Industry Companies Environmental Charter”, thus committing
itself to pursue a proactive environmental policy. The group aims to constantly improve its environmental
performance.
In 2005, Duvel Moortgat met the audit convenant on energy efficiency in industry, with the purchase of
green energy as an important environmentally friendly step. Duvel Moortgat concluded a five-year contract
with energy supplier Electrabel to run on green energy exclusively. This green energy comes from water
power stations on the river Rhône. In total, some 80.000 MWh of electricity were purchased.
Additionally, Duvel Moortgat invested in the implementation of 600 m² of solar panels. This project can be
extended in the future to 1500 m², or even more should the roofs of the maturation cellars also be provided
with solar panels.
Duvel Moortgat continues to investigate the possibility of investing in a wind park. Originally, the brewery
intended to install a windmill of its own, but the company is situated to closely to the Breendonk town
centre and the A12 motorway. Alternatively, possibilities of investing in a wind park are being looked into.
Difficulties regarding the permits are causing the project to be delayed.
Another aspect of sustainability is the prevention of emission and waste streams through closed circuits.
The generated fermentation energy is diverted through cooling systems to heat the administration
Beleidsaspecten: aandacht voor mens en milieu
buildings and stockroom. Furthermore, the heat generated upon cooling of the immense maturation
stockrooms is used to heat the refermentation cellars.The heating steps during the course of the brewing
process are powered by recuperated heat from the previously mentioned brewage, which is recuperated
through steam condensation and the use of heat exchanging processes.
All CO2 naturally created through the fermentation processes will be channelled and internally used.
This means that virtually no external CO2 will have to be purchased, and that the brewery is fully selfsufficient in terms of its carbon dioxide consumption.
The company also puts a lot of effort into reducing as much as possible the water consumption per litre of
finished beer, and to maximally avoid wastewater. In 1993, an extremely efficient wastewater treatment plant
was constructed, and was further modernised in 1999, 2002 and 2006. Within a separated water system, the
company’s wastewater is purified until well below the Vlarem standards, before it is discharged in surface
water. Concretely, the collected wastewater is purified by a combined anaerobic/aerobic system. The
minimal amount of sewage sludge that is formed is used as soil improvement in agriculture. The brewery
has been purifying its own water for the last fifteen years. The intention is to reuse this as cooling or rinsing
water.
During the purification of water, methane gas is released, which is currently burned off. In the near future,
theanaerobically produced methane gas will serve as fuel for an electrical engine within a cogeneration
61
In January 2008, production was fully transferred to the new brewery hall. This investment worth over
€ 10 million was made in the most ecological way, also in terms of materials used. Also, in setting up the
new brewery hall, the neighbourhood was very well taken into consideration.
Sustainability also means paying attention to mobility and the wellbeing of the employees. Since 2008, both
of those elements have been present in the Bicycle Plan. Any employee who promises to commute to work
by bike six times out of ten, can have a personalised company bicycle at his/her disposal (for more details,
see ‘Social Report’ on page 44).
Across the world, some 1,4 million Duvel crates are in circulation. Gradually, all of them are replaced by new,
multifunctional specimens that can handle all packaging. This is no luxury, since the number of packaging
types keeps on growing. The new crates are environmentally friendly, since they are made of recycled
polyurethane that contains no heavy metals. Another important factor is their user-friendliness, thanks
to their comfortable soft-touch handles. The Duvel crates replacement program is continued at a pace
of 200.000 to 250.000 crates a year. Also, the replacement and/or introduction of Maredsous, Vedett and
Liefmans crates is taking place according to the same environmentally friendly principle.
At the moment, already some 95% of the beer is supplied in reusable bottles or barrels.
unit.
2. Sponsorship and social support
Duvel Moortgat is sponsoring many initiatives, groups and investments, national and international. Within
this broad range of sponsorship, two main movements can be found.
The first one is jazz. Duvel and jazz are often bracketed together because they have so much in common.
Jazz is an art form, just like Duvel. Both are to be tasted quietly in order to enjoy them optimally. They are
mature and complex, with old roots yet contemporary. Both the young and the old give them a personal
interpretation and perception. Even the Duvel tasting glass is reminiscent of a saxophone or a string bass.
The Duvel Jazz Lounge is present at large happenings such as the Ghent Jazz Festival and Jazz Middelheim.
Furthermore, Duvel organises ‘Young Jazz Talent’ – a steppingstone for young musicians – as well as the ‘Jazz
on the Terrace” tour where the audience on the pub terraces are treated to a free live concert and a Duvel.
Also, Vedett, Duvel and contemporary art make a perfect combination, since Vedett and Duvel consumers
have an eye for detail and are open to creativity and originality. Therefore, the brewery pays a great deal of
attention to both beers when sponsorship is concerned. This way, young artists – whatever the art form
they practice – are often supported by the brewery at vernissages or when making a short film.
2008 was a fantastic year for Duvel Depot, the reception and visitor centre. In total, the brewery welcomed
27.500 visitors, which signifies a 28% rise compared to 2007. In turn, Brasseried’Achouffe counted nearly
15.000 visitors, especially from the Netherlands and Flanders. Those who had not yet tasted the beer, were
pleasantly surprised by its freshness and taste. Also, the visitors are always impressed by the brewery’s
modern installations and the green surroundings, so many of them combine a visit to the brewery with a
hike in the forests of the Ardennes.
Brewery visits are also possible at Liefmans and at Brewery Ommegang in the United States. The latter
is open throughout the year for daily tours and tastings. Visitors are familiarized with the Belgian way
of beer brewing, and at the end of the tour they can taste the five award-winning Belgian-style ales.
In Cooperstown, every year the two-day Belgium Comes to Cooperstown festival is organised. In 2008,
five importers presented over 50 Belgian beers and 45 traditional American breweries presented their
own Belgian-style beers. In total, 250 different beers were available for tasting. The festival has an excellent
reputation throughout the United States.
Following the tradition established several years ago, in 2008 Duvel Moortgat donated € 2 to per visitor
of the Puurs brewery: the non-profit organization Pinocchio that takes care of and counsels young burn
victims.
Beleidsaspecten: aandacht voor mens en milieu
Supporting child burn victims
The non-profit organization Pinocchio looks after child burn victims. Especially the very young are
often the victim, curious as they are about the big world. Burn victims, and especially children, are
often very badly injured and find themselves in life-threatening situations. They suffer extreme
psychosocial stress and therefore child burn victims require specific support.
In order to provide this support, some years ago the non-profit organization Pinocchio was founded
and supports children in two ways. On the one hand, the organization grants financial support to
the young victims, in order to provide their families with the necessary means during and after the
healing process. The most important resources for this financial support are the sales of a number
of gadgets, profits from benefits, donations and membership contributions. On the other hand,
Pinocchio makes the public aware of the problems young burn victims have to face.
In previous years, the foundation built out a well-structured organization, and is a leading
organization of the care and after-care of child burn victims in Belgium.
Moreover, all of its board members have experience in the field of the many complications that
result from burns. Psychologists, nurses, physiotherapists and many others dedicate their spare time
members and the many donations by companies and service clubs, which are vital for Pinocchio.
|
The success of the foundation is manifested every year in the growing number of supporting
63
annual report 2008 Duvel Moortgat counselling the young victims.
Bel Pils
Bel Pils is a 5% vol. low fermentation beer, bottled or cask conditioned after a long
period of maturation. The aromatic hops used for this beer give it its characteristic
taste and aroma. Bel Pils is the group’s stylish luxury Pilsner and one of the on-trade
markets most typical Pilsner beers.
Bel Pils has a complementary function in the brewery’s portfolio.
65
Information for Investors and Shareholders
1. Euronext – Stock Exchange Information
Duvel Moortgat has been listed on Euronext Brussels since June 1999. On 17 January 2006, Duvel Moortgat
was transferred from capitalization compartment C to compartment B (market capitalization between € 150
million and € 1 billion). Since 1 March 2005, Duvel has been part of the BEL Small Index. The current free float
represents 22,41%.
Euronext code: BE0003762763
ICB sector classification:
Mnemo: DUV
Reuters: DUV.BR
Bloomberg: DUV BB
TBM-code 23lT540
OPC-code 61673
Industry : 3000, Consumer Goods
SuperSector : 3500, Food & Beverage
Sector : 3530, Beverages
Subsector : 3533, Brewers
Instrument code 115778
Overview of segment “3533, Brewers”
Instrument’s name
ISIN Market Symbol
Total number
of shares
Capitalisation
Compartment*
Trading mode
AB INBEV
BE0003793107
BRU
ABI
1 602 427 569
28 362 967 971
Compartment A
Continuous
AB INBEV STR VVPR
BE0005582532
BRU
ABIS
1 075 077 854
2 150 156
-
Call auction
CO.BR.HA (D)
BE0003519270
BRU
COBH
76 000
98 800 000
-
Call auction
DUVEL MOORTGAT
BE0003762763
BRU
DUV
5 366 030
182 445 020
Compartment B
Continuous
UNIBRA
BE0003064574
BRU
UNIB
801 900
110 662 200
Compartment C
Double call auction
HEINEKEN
NL0000009165
AMS
HEIA
489 974 594
11 585 449 275
Compartment A
Continuous
HEINEKEN HOLDING
NL0000008977
AMS
HEIO
245 011 848
5 351 058 760
Compartment A
Continuous
BRAS.OUEST AFRIC.
SN0008626971
PAR
BOAF
81 975
75 417 000
Compartment C
Double call auction
BRASSERIE CAMEROUN
CM0000035113
PAR
BCAM
1 010 212
272 757 240
Compartment B
Double call auction
FR0000030074
PAR
MALT
495 984
44 638 560
Compartment C
Double call auction
MALTERIES FCO-BEL.
*Compartment A = Large Caps | Compartment B = Mid Caps | Compartment C = Small Caps
Stock Exchange Information
I nformation for Investors and Shareholders
2008
2007
2006
2005
2004
Best bid
49.45
49.85
40.00
25.45
25.85
Lowest bid
30.36
35.05
32.00
34.00
20.29
Last bid at the end of December
32.99
48.74
38.53
32.31
25.85
-47.74%
20.95%
16.14%
19.99%
20.27%
1,096
1,757
2,227
2,163
1,960
23,389
37,346
47,319
46,331
42,312
280,670
448,151
567,828
555,968
507,741
5,366,030
5,366,030
5,362,030
5,353,510
5,341,390
177,025,330
261,540,302
206,599,016
172,971,908
138,074,932
Share evolution
Average number of shares traded
daily
Average number of shares traded
monthly
Yearly volume
Number of shares 31/12
Capitalization 31/12
0
7,5
10
12,5
15
17,5
20
22,5
25
27,5
30
32,5
35
37,5
2008
January
February
March
April
May
June
July
August
September
Oktober
November
December
● Duvel Moortgat
67
|
5
annual report 2008 Duvel Moortgat Share evolution Duvel Moortgat
2,5
Share evolution Duvel Moortgat
compared with Bel20
10
0
-10
-20
-30
-40
-50
-60
2008
January
February
March
April
May
June
July
August
September
Oktober
November
December
● Duvel Moortgat
● BEL20
2. BEL Small Index
This index was introduced by Euronext with the intention of improving the visibility and liquidity of small
companies. The shares that form part of the BEL Small Index are selected based on their liquidity and free
tradable market capitalization.
The index is composed of shares whose free float market capitalization is situated between the BEL20
index multiplied by € 5,000 and the BEL20 multiplied by € 50,000. The rate of circulation at free float should
amount to at least 10% and the weight of the individual shares is limited to 10%.
The BEL Small Index (situation 20/01/2009) is composed of 46 companies with an average market
capitalization of € 126 million, with a minimum of approximately € 30 million. The level of the former Belgian
Smallcap return index on 31 December 2004 (4,999.83) constitutes the basis of this new price version of the
index. In the total index, the Duvel share represents a weight of 2.65%. The revision takes places per quarter
at the end of February, May, August and November, to be applied at the beginning of April, July, October
and January, respectively. This index is calculated continuously and is available on the Euronext website.
20
Share evolution Duvel Moortgat compared
with Bel Small Index
15
10
5
0
-5
-10
-15
-20
-25
-30
-35
-40
2008
February
March
April
May
June
July
August
September
Oktober
November
December
2009
January
● Duvel Moortgat
● Bel Small Index
In the past, most Belgian small- and midcaps faced a lack of liquidity. That is why, upon the merger of the
stock exchanges, Euronext created the statute of ‘liquidity provider’:
-A Liquidity Provider Agreement is a contract concluded between Euronext and a member of the stock
exchange, to the benefit of a particular company.
-A Permanent Liquidity Provider has the obligation towards Euronext to, concerning the share for
which it acts as Permanent Liquidity Provider, to maintain a permanent maximum spread between the
purchase and selling price of maximum 4%, for a minimum amount of € 10,000 (on both parts).
-A listed company on behalf of which a Liquidity Provider Agreement has been signed, is assured of a
quotation on the continue segment (regardless of the number of transactions concluded in the past
12 months).
-For control purposes, the stock exchange authorities provide the company with monthly statistics of
the performance of the liquidity provider (respect of the spread, the minimum amount and the traded
volume).
annual report 2008 Duvel Moortgat 3. Permanent Liquidity Provider
|
69
In July 2002, Duvel Moortgat signed a Liquidity Agreement with the Degroof Bank, who is currently the
liquidity rovider for the Duvel share as part of the Liquidity Provider Agreement. This brings the group a
significant number of benefits:
-a rise in traded volumes thanks to the permanent presence of buying and selling prices (introduced in
the name of and to the account of Degroof Bank), at which investors can trade in Duvel Moortgat shares.
-The spread between selling and buying prices narrows.
-Imported price fluctuations on small traded volumes are avoided.
-A quotation on the continue segment of Euronext is guaranteed (an obligation under the NextPrime
Label).
Overview of activities in 2008
by the liquidity provider
Date From
Date To
Presence
(Days)
Presence
(Clear rate (%))
Presence
(Gross rate (%))
Average
capital
amount
(Euros)
Average
capital
amount
(Absolute value)
Spread
(% of requirement)
Spread
(% of
requirement)
1/01/2008
31/01/2008
22
99.79
100.00
24,153.18
99.79
8.68
87.91
1/02/2008
29/02/2008
21
100.00
100.00
21,482.76
100.00
3.48
93.84
1/03/2008
31/03/2008
19
100.00
100.00
25,421.28
100.00
5.30
95.19
1/04/2008
30/04/2008
22
100.00
100.00
21,276.73
100.00
12.94
96.01
1/05/2008
31/05/2008
21
99.87
100.00
22,040.75
99.86
3.86
93.05
1/06/2008
30/06/2008
20
95.24
95.24
21,234.51
100.00
6.31
92.25
1/07/2008
31/07/2008
23
99.99
100.00
20,471.38
99.99
9.57
92.77
1/08/2008
31/08/2008
21
100.00
100.00
21,853.33
100.00
4.99
96.26
1/09/2008
30/09/2008
22
99.99
100.00
20,038.95
99.99
13.38
89.27
1/10/2008
31/10/2008
23
98.42
100.00
19,329.23
99.86
23.66
72.48
1/11/2008
30/11/2008
20
100.00
100.00
19,659.08
100.00
4.83
93.80
1/12/2008
31/12/2008
20
92.60
95.24
18,331.81
97.09
4.16
92.43
4. Financial Communication
In recent years, the financial communication has consisted mainly of a mixture of information required for
legal purposes, plus analysts’ meetings, press releases and interviews. Furthermore, the company regularly
takes part in financial events.
At the moment, the share is being followed by some 5 analysts.
5. Financial Calendar
Publication annual results 2008: 20 March 2009
Annual Report 2008 available on website: 13 April 2009
General Meeting 2009: 27 April 2009 at 3 pm
First Interim Statement 2009: 27 April 2009
Ex dividend date: 13 May 2009
Dividend record date: 15 May 2009
Dividend payment date: 18 May 2009
Publication half year results 2009: 31 August 2009
Second interim statement 2009: 13 November 2009
Publication annual results 2009: Mid March 2010
General Meeting 2010: 26 April 2010 at 3 pm
71
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annual report 2008 Duvel Moortgat Ommegang
Three Philosophers (9.8% alc. vol.), Ommegang Abbey (8.5% alc. vol.), Hennepin
(7.7% alc. vol.), Rare Vos (6.5% alc. vol.) and Ommegang Witte (5.1% alc. vol.) are the
most important beers brewed by the American production unit, the Ommegang
Brewery. With their specifically Belgian character, and together with Duvel, they
73
Turnover of all of the brands of the Ommegang Brewery in the United States grew.
At the same time, the sales in supermarkets increased. This can be attributed to
the growing popularity of the brands, but also to the expansion of the commercial
department.
In December 2008, Ommegang was ranked fourth by Beer Advocate Magazine in
the All-Time Top 25 Breweries on Planet Earth. According to the initiators, this list
contains the most popular and most appreciated breweries of all times.
respond to the American interest in specialty beers.
Corporate Governance
Corporate Governance Code
As of 9 December 2004, the Belgian Corporate Governance Code for companies quoted on the stock
exchange (Lippens Code) has been into existence. Its main goal is to stimulate the creation of values in
the long term. This Code became effective on 1 January 2005. The Code has a large degree of built-in
flexibility, so that it can be adapted to the size, activities and culture of each Company. It is based on an
“apply or explain” system, which offers the Company the possibility to deviate from the stipulations of the
Code. Duvel Moortgat is aware of the great importance of sound management. It will therefore apply the
principles and stipulations of the Code as often as possible or else explain why it does not follow the Code.
Corporate Governance Charter
Following the recommendations of the Lippens Code, the Corporance Governace Charter was published
on the website.
Since Duvel Moortgat’s introduction on Euronext, the Group has already been applying certain principles.
The functions of CEO and Chairman of the Board have been separate since the introduction on the stock
exchange. On the other hand, the existing committees were arranged according to the Code’s directives.
For instance, the remuneration and appointment committees were split up into a separate appointment
committee and a remuneration committee.
Board of Directors
The Board of Directors is the Company’s most senior administrative body. In addition to its administrative
functions, the Board exercises full and material control over the Company. To this purpose, the Board meets
no less than four times each year.
The Board of Directors functions in accordance with the framework of the Belgian law. Its most important
role is to determine the Company’s strategic goals. In response to management proposals, it decides upon
the general policy plan and oversees its implementation. The Board monitors the Group’s financial situation
and sets the annual budget. It also has the responsibility to report to the shareholders.
C orporate Governance
1. Composition
The Board of Directors consists of six members and is composed in the following way:
- Lema nv, represented by Michel Moortgat, managing director, who is also a director of the Belgian
Brewers, and a member of the Management Committee of Fortis East Flanders.
- LP Invest nv, represented by Philippe Moortgat, director, vice-chairman of the Board of Directors.
- Bemo nv, represented by Bernard Moortgat, director.
The three aforementioned directors represent the majority shareholder (Fibemi)
- Mrs Veerle Baert, director.
- Lessius Corporate Finance nv, represented by Wilfried Vandepoel, its managing director, who is also a
director of various other companies, acts as an independent director.
- Rubus nv acts as independent director and chairman of the Board of Directors. It is represented by
Michel Van Hemele, who is also the chairman of DPA (quoted on Euronext Amsterdam), Essensys Partners,
Ginsenga; director and chairman of the audit committee of the Delta Lloyd Bank. Michel Van Hemele is
professor of International Management at the Faculty of Economics and Management at the HU Brussels.
internal poll. The chairman of the Board is and independent director. In the case that article 524 § 2 WVenn.
(committee of three independent directors) should have to be applied, and independent expert shall be
appointed as an ad hoc agent.
As managing director, Lema nv is responsible for the day-to-day management of the Company.
LP Invest nv, Lema nv, Bemo nv, Lessius Corporate Finance nv, Rubus nv and Mrs Veerle Baert were
appointed for 6 years, effective as from 25 April 2005 until the General Meeting of 2011.
The Company’s memorandum and articles of association state that “a majority of the directors shall be
appointed by the General Meeting from candidates nominated for this office exclusively by Fibemi nv on
condition that it or its successors (within the meaning of the Appendix to the Royal Decree of 6 October
1976 on Company annual accounts) hold(s) no less than 35% of the Company’s shares, whether alone or
together, at the time of both their nomination of candidates for the office of director and their appointment
by the General Meeting. Should Fibemi nv represent less than 35% of the Company’s capital, Fibemi nv or its
respective successors shall only be entitled to nominate one candidate for the Board of Directors per tranch
of shares representing 5% of the Company’s capital.”
75
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two independent directors, is efficient and sufficient, an opinion that is confirmed by the results of an
annual report 2008 Duvel Moortgat It is the opinion of the Board of Directors that the activity of the Board in its current composition with
Subject to the aforementioned being satisfied, the General Meeting is obliged to appoint the number of
directors concerned from the list of candidates nominated by Fibemi nv.
A list of no less than two candidates must be submitted for each office of director to be conferred. Each
candidate may be nominated only once for the offices of director to be conferred at any one time. This list
must be deposited at the Company’s registered office no later than the commencement of the General
Meeting at which the directors are to be appointed. The General Meeting shall recover its freedom of choice
if no valid list is submitted within this period.
The duration of their term of office may not exceed six years. Should the General Meeting fail to fill a
vacancy for any reason whatsoever, directors whose term of office has expired shall remain in office until
the General Meeting fills the vacancy. Directors reaching the end of their term of office shall be eligible for
re-election. No age limit has been set for the performance of an office of director in the Company.
2. Operation
The Board of Directors met on the following dates in 2008: 10 March, 28 April, 26 August and 12 December.
Topics on the agenda were Duvel Moortgat’s financial data such as the summery tables, sales figures,
monthly reports and budget follow-up, the application of IFRS, the follow-up of subsidiaries, the
consolidated results, matters of a strategic nature, new and current investments, the study and analysis of
acquisition files, activities of the audit committee, press releases, discussion of reports of the remuneration,
nomination and audit committee, preparations for the General Meeting, and the evaluation of the
observation of the stipulations of the Corporate Governance Code and Charter.
The Board of Directors can deliberate validly only if at least half of its members are present or represented.
Should this quorum not be achieved, a new Board meeting shall be convened with the same agenda,
which meeting shall deliberate and pass resolution validly if at least two directors are present or
represented. Resolutions of the Board of Directors shall be passed by a majority of the votes cast. The Board
may deliberate validly on items not specified on the agenda only with the agreement of all its members and
subject to them being present in person.
At the beginning of 2008, the Board of Directors evaluated its internal functioning. The results of this analysis
showed a general improvement against the previous evaluation, carried out four years ago.
10/03/08
28/04/08
26/08/08
12/12/08
Rubus nv
P
P
P
P
Lessius Corporate Finance
P
P
P
P
Lema nv
P
P
P
P
Bemo nv
P
P
E
P
LP Invest nv
P
P
P
P
Veerle Baert
P
P
P
P
P: Present E: Excused
3. Procedures
Should a directors wish to obtain advice from independent experts, he is able to do so at the company’s
77
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expense.
An internal information provision procedure has also been defined, under which all directors, and
particularly non-executive directors, may exercise their tasks in full knowledge of the circumstances. To this
purpose, the Board of Directors amongst others, meets once a year with the full management committee, in
the absence of the CEO.
Day-to-day management provides the Board of Directors with monthly summary tables, sales statistics,
an interim financial report (income statement and balance sheet) and a quarterly financial report (income
statement, balance sheet, detailed budget follow-up and ratio analysis). Regular reports must also be
submitted on the status/situation of authorised loans, leases and customer follow-up.
The activities of the subsidiary companies are monitored both by regular sales and income reports prepared
by the local management and the presence and active participation of the local Boards of Directors. Once a
year, the Board of Directors holds one of its meetings at the main office of one of its subsidiaries, in order to
strengthen the relations with the branches.
annual report 2008 Duvel Moortgat Personal attendance ratio
Board of Directors
Committees formed by the Board of Directors
In accordance with the Corporate Governance Code, the existing remuneration and appointments
committee was split up into a separate remuneration committee and an appointments committee.
1. Remuneration committee
In 2008, the remuneration committee met on 7 March, 14 March and 1 August. Its members are Rubus nv,
Veerle Baert and Lessius Corporate Finance nv.
The remuneration committee investigates of the company remunerates the members of the Board of
Directors and the management committee in conformity with the market and in a justified way. In view of
a more objective and measurable verification of bonus allocations, each year the remuneration committee
draws up a specific list of conditions that support the methodology of the remuneration system in a refined
way.
Individual
attendance rate
Remuneration Committee
07/03/08
14/03/08
01/08/08
Veerle Baert
P
P
P
Rubus nv
P
P
P
P
P
P
2. Appointments committee
The members of the appointments committee are: Rubus nv, Lessius Corporate Finance and Bemo nv.
3. Audit committee
The audit committee acts as a supervisory body examining the matters mentioned below in cooperation
with the management, evaluates and reports on them to the Board of Directors and proposes actions to the
Board of Directors to solve or rectify any problems diagnosed.
Its members are Lessius Corporate Finance nv, Rubus nv and LP Invest nv.
The matters concerned are as follows:
- monitoring and discussion of the interim and annual figures;
- discussion with the auditors of their audit plan;
- the selection, evaluation, appointment and replacement of the auditors of the Group and the various
companies which it comprises, and the permanent monitoring of their independence;
- the organisation of the Group and the various companies which it comprises.
- the organisation of internal and external financial reports;
- accounting principles;
- conflicts of interest;
- procedures and systems;
- systems and operation of internal and external audits;
- special assignments at the request of the Board of Directors.
The committee met on 7 March, 25 June and 25 August and discussed the following matters: the 2007
annual results, the annual accounts of the various subsidiary companies, the auditor’s report, the press
release for the 2007 annual results, 2007 budget comparison, audit of foreign subsidiaries, interim figures
30 June 2008, press release of the interim figures, discussion and follow-up of the Liefmans file, discussion
and follow-up of the United States file (Ommegang Brewery and Duvel Moortgat USA), discussion and
impairment of the outstanding receivables, discussion of the interim audit concerning the rebate structure,
79
explanation and discussion of the insurance policy and the risk management, evolution of corporate
Individual
attendance rate
Audit Committee
07/03/08
25/06/08
25/08/08
P
P
P
Rubus nv
P
P
P
LP Invest nv
P
P
P
governance and discussion of the applied Credit control.
The Law of 17 December 2008 made the creation of an audit committee within the Board of Directors
mandatory for companies quoted on the stock market. The Law became effective on 8 January 2009.
The tasks of the audit committee, as provided in this law, mainly consist of the supervision of the efficiency
of procedures and the performance of internal and external audit systems such as:
- monitoring of the financial report process;
- monitoring the efficiency of the systems for internal control and risk management of the company;
- monitoring the internal audit and its efficiency
- monitoring the legal control of the annual accounts and the consolidated financial statements, including
the observance of questions and recommendations made by the commissioner.
- Assessing and monitoring of the commissioner’s impartiality.
Furthermore, in the future, the proposal of the Board of Directors to appoint the commissioner or to renew
his mandate will be announced as proposed by the audit committee.
The audit committee reports to the Board of Directors on a regular basis on the execution of its tasks, and
at least when the Board of Directors draws up the annual accounts. Finally, the commissioner reports to the
audit committee should he find serious shortcomings in the internal audit concerning financial reporting.
The Duvel Moortgat audit committee – as fixed in the Corporate Governance Charter – in its present
composition and tasking closely fits the new legal regulations.
Day-to-day management
The managing director is responsible for day-to-day management, assisted by a management committee.
Its members are: Krug bvba (Chief Operating Officer), Ajax Consult bvba (Chief Technical Officer), Lugandalf
bvba (Human Resources Manager) and Herbert De Loose (Chief Financial Officer).
Profit allocation policy
The policy regarding the allocation of the result is continued in the same way.
At the General Meeting, the Board of Directors will propose an increase of the gross dividend from € 0.80 to
€ 1 per share. This is equivalent to a pay out ratio of 43% of the consolidated profit.
This dividend may rise further in future years on the condition that no exceptional financial needs arise in
the light of the Group’s expansion strategy. The Company wishes to retain the necessary flexibility to enable
it to take advantage of internal and external expansion opportunities.
Protocol for the prevention of insider trading
At its meeting held on 25 May 1999, the Board of Directors of Duvel Moortgat nv drew up a protocol to
prevent privileged knowledge being used illegally or even the impression of such illegal use being created
by directors, shareholders, members of the management and important employees (insiders).
The protocol is composed of a certain number of prohibitory rules. These rules and the supervision of
compliance with them are aimed primarily at protecting the market. Insider trading damages the nature of
the market. If insiders are allowed the opportunity to make profits using insider knowledge (or even if the
impression of this is created), investors will turn their backs on the market. A reduced interest can damage
the liquidity of listed shares and prevent the Company from obtaining optimum financing.
The protocol also includes a number of precautionary measures to ensure compliance with legal
Following the European regulations, the legal framework concerning the fight against market abuse was
thoroughly modified. One of the most remarkable modifications is a bigger emphasis on the prevention
of insider trading, where an active contribution of companies quoted on the stock exchange, like Duvel
Moortgat nv, is expected.
The precautionary measures against insider trading concern amongst others the obligation to compose
lists of insiders, the requirements concerning investment recommendations, the obligation to report insider
transactions and the obligation for the intermediary to report suspicious transactions. The measures are
stipulated in article 25bis of the law of 2 August 2002 on the supervision of the financial sector and financial
services. The stipulations of these obligations were stated by the Royal Decree of 5 March 2006 on insider
trading and the Royal Decree of 5 March 2006 on the right representation of investment recommendations
and the announcement of conflicts of interest.
|
The protocol was explained and transmitted to all relevant insiders on 23 June 1999.
81
annual report 2008 Duvel Moortgat stipulations and to maintain the Company’s reputation.
In accordance with article 25bis, §1 of the law, Duvel Moortgat nv has drawn up a list of persons in the
company who, based on an employment contract, are employed by the company and who have regular
or occasional access to inside information directly or indirectly concerning Duvel Moortgat. These lists have
to be updated frequently and have to remain at the disposal of the CBFA (Banking, Finance and Insurance
Commission) for 5 years.
In accordance with article 25bis, §2 of the law, the members of the Board of Directors and the management
were obliged to report Duvel Moortgat’s stock transactions to the CBFA.
In closing, the protocol on the prevention of insider trading, as it was drawn up by the Board of Directors on
25 May 1999, was adjusted as a result of the new regulations, and it was delivered to those concerned.
External audit
External auditing within the Duvel Moortgat Group is performed by bvba De Roover & C°, Company
Auditors, represented by Guy De Roover, Company Auditor. This mission includes the auditing of the
statutory annual accounts, the consolidated annual accounts and the interim accounts of Duvel Moortgat
nv, its subsidiary companies and its foreign subsidiaries. The auditor’s remuneration was € 123 418.
In accordance with the provisions of article 134 §2, §4 of the Code of Company Law, the Company hereby
states that no tasks were performed by any Company with which De Roover & C°, Company Auditors, has
any professional cooperation agreements. The tasks performed by De Roover & C°, Company Auditors,
with the exception of internal auditing and the audit of the annual accounts mainly included activities and
advice relating to the audit committee. The auditor’s remuneration for this was € 5 400.
Renumeration of the Board of Directors
and the management committee.
The renumeration of the executive directors, Lema nv as CEO of Duvel Moortgat and Bemo nv as executive
director of MIS amounts combined to € 478 871. This figure includes the variable part ad € 49 641.
Given that the CEO is remunerated according to market conditions and does not benefit from an
extraordinary exit compensation nor has extraordinary benefits such as options and/or shares, the
renumeration attributed to the CEO is published not before publication of the remuneration attributed to
the other executive director.
audit committee
renumeration
committee
Bappointment
committee
Rubus nv
18,000
4,500
4,500
0
Lessius Corporate
Finance
18,000
4,500
4,500
0
83
Bemo nv
18,000
0
0
0
LP Invest nv
18,000
4,500
0
0
Veerle Baert
18,000
0
4,500
0
Remunerations
non-executive directors
These renumerations are fixed renumerations. No other benefits were allocated.
Lessius Corporate Finance supplied consultancy services to the amount of € 8 313. LP Invest nv supplied
consultancy services to the amount of € 7 200.
The global renumeration of the management committee amounted to € 729 148. The variable part
amounted to € 130 918. The other components (such as insurance and car) amounted to € 7 979.
No extraordinary or deviant exit regulations were stipulated. All regulations are in accordance with local
market practice.
annual report 2008 Duvel Moortgat Board of Directors
|
The renumeration of the non-executive directors
are as follows:
Share ownership and warrants
The members of the management committee (excluding the managing director) hold a combined total
of 230 Duvel Moortgat shares. The non-executive directors hold a combined total of 135 Duvel Moortgat
shares.
In the course of 2008, no shares and/or warrants were allocated to the CEO and members of the
management committee.
85
Bernard
Bernard is the umbrella name for a range of premium Pilsner beers (Bernard Light,
as a niche player in the premium beers segment of the Czech Republic.
Once again, the Bernard Brewery in the Czech Republic did excellently in 2008.
Turnover rose by 33 %, owing amongst others to the further development of the
successful non-alcoholic Bernard Free launched in 2006. Also, the introduction of
a number of Bernard beers in supermarkets contributed to the rise in turnover.
Bernard succeeds in maintaining its identity and position against the bigger
brewers.
|
natural method. Thanks to these beers, the Bernard brewery is nationally renowned
87
annual report 2008 Duvel Moortgat Bernard Pilsner, Bernard Dark and Bernard Special), brewed using a traditional and
Financial section
1. General information
Name, legal form and registered office.
Duvel Moortgat is a limited liability company under Belgian law. It has the capacity of a company that has
called upon and calls upon public savings. The Company’s registered office is situated at Breendonkdorp 58,
2870 Puurs, Belgium. VAT BE 0400.764.903, Register of Legal Persons (“Rechtspersonenregister”) Mechelen.
Incorporation, amendment to the articles of association and duration.
The company was incorporated on March 12th 1931 by the deed enacted by Jozef De Marré, Notary Public
of Mechelen and published in the Appendices to the (Belgian Official Gazette) of 30-31 March 1931 under
reference number 3452. The Company’s Articles of Association have been amended on several occasions
since then, the most recent being on 26 June 2007. The issued capital of the company was increased
by certified deed through the exercise of warrants. The amendment to the Articles of Association has
been filed at the registry of the Commercial Court in Mechelen on 11 July 2007, simultaneously with the
Coordinated Articles of Association. The Company has been incorporated for an unlimited duration.
Financial year - Audit of the accounts
The financial year begins on January 1st and ends on December 31st of each year. The audit of the
Company’s annual accounts has been entrusted to the statutory auditor bvba De Roover & Co, auditors,
represented by Mr. Guy De Roover, Auditor, Rijmenamsesteenweg 290, B-3150 Haacht.
Consultation of Company documents
The unconsolidated and consolidated annual accounts of the Company and associated reports are filed
at the National Bank of Belgium. The Articles of Association and special reports prescribed by the Belgian
Company Code are available at the registry of the Commercial Court in Mechelen. These documents can
also be examined at the Company’s registered office, where copies can also be obtained. The Company’s
annual reports are sent to registered shareholders each year and to any other party having requested a
copy. They are available free of charge at the Company’s registered office, as are all other public information
documents.
Principal activities of the Company (article 3 of the articles of association)
Trade, in the broadest sense of the word (including production and conditioning), in:
1. all kind of drinks, whether fermented or not, such as beers, wines, spirits, waters, soft drinks and fruit
juices;
2. grains and all goods necessary for the production and packaging of the aforementioned drinks, such as
malt, barley, hops, etc...
The management and trading of liquor stores. Acting as a finance company by granting loans to third
parties, possibly accompanied by a pledge on business assets or conditional upon business as well as
personal guarantees.
Financial section
The management of a general company dealing in real estate property, investment goods of all types,
among other things by trading in and valuing real estate property, including the construction, alteration,
finishing or fitting out of real estate property by acting as a general contractor, promoter or coordinator of
the building works, by acting as an agent or as a holding company.
Provision of services in the broadest sense of the word by, among other things, the delivery of advice and
assistance with respect to business management and administrative management. As such, the Company
may cooperate with, participate in any manner whatsoever, whether directly or indirectly, take interests in
all types of enterprises, enter into all commitments, grant credits and investments, and give guarantees on
behalf of third parties, including its own business.
In summary, the Company may do anything in relation to the aforementioned activities or of a nature likely
to encourage their achievement.
Change in the issued capital (fully paid up)
The General Meeting of Shareholders, deliberating in accordance with the rules applicable for an
amendment to the Articles of Association, can increase or reduce the issued capital.
Should the General Meeting decide to request for a share premium, this should be paid up in full at
the moment of underwriting and recorded in a non-distributable reserve account which may only
be decreased or cancelled by a resolution of the General Meeting taken in accordance with the rules
applicable for an amendment to the Articles of Association. The share premium shall constitute a guarantee
equally. The other rules contained in articles 612, 613 and 614 of the Belgian Company Code must also be
complied with.
Authorized capital
For a period of 5 years with effect from the publication in the Annexes to the Belgian Official Gazette of the
deed of amendment to the Articles of Association dated June 2nd 1999, the Board of Directors is authorized
to increase the issued capital on one or more occasions by an amount equal to the amount of the
Company’s issued capital after determination of the capital increase within the framework of this Proposal
on which the aforementioned General Meeting has resolved. This authorization applies to capital increases
in cash and to capital increases in kind. This authorization of the Board of Directors also applies to capital
increases by means of conversion of reserves. This authorization of the Board of Directors can be renewed.
Within the context of a shares issue within the authorized capital, by virtue of a resolution approved in
accordance with the terms and conditions of article 535, 560 of the Belgian Company Code, the Board of
Directors is hereby authorized by the General Meeting to amend the existing classes of shares or other
securities which may or may not represent the capital. In addition to the issuance of shares, convertible
bonds and warrants, the capital increase decided upon by the Board of Directors may also be carried
out through the issue of non-voting shares, shares with preferential dividend right and liquidation rights
and convertible shares which may be converted on specific conditions into a smaller or larger number of
ordinary shares. This authorization has not been renewed since the previous period ended on 17 June 2004
89
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In the event of a decrease of the issued capital, all shareholders in a similar situation have to be treated
annual report 2008 Duvel Moortgat for third parties to the same degree as the issued capital.
Within the context of the authorized capital, the Board of Directors is authorized to cancel or limit the
preferential right, attributed to the shareholders by law, in the interests of the Company and subject to
their compliance with the terms and conditions specified in articles 592 to 599 of the Belgian Company
Code. The Board of Directors is authorized to cancel or limit the preferential right in favour of one or more
specified parties, even if the party or parties is/are not employed by the Company or its subsidiaries.
At the time of an increase in the issued capital carried out within the limits of the authorized capital,
the Board of Directors is authorized to request for a share premium. Should the Board of Directors make
such a request, this premium must be recorded in a non-distributable reserve account which can only
be decreased or cancelled by a resolution of the General Meeting taken in accordance with the rules
applicable for an amendment to the Articles of Association.
In the absence of an explicit authorization given by the General Meeting to the Board of Directors, the
authority of the Board of Directors to increase the issued capital by subscriptions in cash, with the existing
shareholders’ preferential right removed or restricted, or by subscriptions in kind, will be suspended from
the date of notification to the Company by the Banking, Finance and Insurance Commission (CBFA) of a
public takeover bid on the Company’s shares. This authority will come into effect again immediately after
the closure of such a takeover bid.
The Board of Directors is authorized to amend the Company’s Articles of Association in accordance with any
capital increase resolved upon within the context of its authorization..
Nature of the shares
At the Extraordinary General Meeting on 30 April 2007, the Company’s Articles of Association were
amended in order to make them in accordance with the law of 14 December 2005 on the abolition of
bearer securities.
The new Article 9 of the Company’s Articles of Association is as follows:
The securities are registered, bearer or dematerialised.
§1. Non-fully paid shares are registered shares.
Fully paid shares and other securities of the Company are registered, bearer or dematerialised, within the
stipulations of the law.
The holder can, at any given moment and at his expense, claim the conversion of his shares into bearer or
dematerialised securities.
The dematerialised securities are represented by a registration in an account in the name of its owner, an
acknowledged account holder or a settlement company.
Financial section
The bearer securities are registered at the registered office of the company. Each holder of securities can
take note of the register with regard to his securities.
§2. The bearer securities issued by the company and that are registered in a securities account on the first of
January two thousand eight, are automatically dematerialised by their registration.
The bearer securities that are issued by the company and that are not registered in a securities account are
by right converted into dematerialised securities depending on whether they were issued before or after
the twenty-third of December two thousand and five, the first of January two thousand fourteen, or the first
of January two thousand thirteen, respectively.
Each share entitles the holder to one vote. No single party may cast more than 35% of the number of votes
related to the total number of shares issued by the Company at the General Shareholders’ Meeting. Groups
of shareholders, of which the shares are covered by the criteria contained in article 2 of the Law of March
2nd 1989 on the disclosure of significant shareholding in quoted companies and the regulation of public
takeover bids, may as well not cast more than 35% of the number of votes related to the total number of
shares issued by the Company at the General Shareholders’ Meeting. These restrictions will however not
apply if the vote relates to an amendment to the Company’s Articles of Association or to resolutions for
which a special majority is required by virtue of the Belgian Company Code.
Belgian Company Code.
After the settlement of all debts, charges and expenses of the liquidation, the net assets shall be applied first
to the repayment in cash or in kind of the fully paid and not yet repaid amount of the shares. Any remaining
surplus shall be divided equally among all shares. Profit-sharing certificates do not carry any entitlement
to a share of the liquidation balance. Should the net proceeds be insufficient to repay all the shares, the
liquidators shall make preferential repayments with respect to the most fully paid up shares until they reach
the same level as the less fully paid up shares, or call upon holders of these less fully paid up shares to make
an additional capital payment.
Shares subscribable in cash must first be offered to existing shareholders in proportion to the part of
the capital represented by their shares, for a period of at least fifteen days starting the day on which the
subscription is opened. The General Meeting shall determine the subscription price at which and the period
during which the preferential right of subscription can be exercised. Should ownership rights to shares be
divided into usufructuary rights and bare property rights, the preferential right shall pass to the owner of the
bare property rights.
91
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Directors may pay interim dividends subject to compliance with the applicable terms and conditions of the
annual report 2008 Duvel Moortgat Dividends will be paid on the date and at the place determined by the Board of Directors. The Board of
Acquisition by the Company of its own shares and disposal thereof.
The Extraordinary General Shareholders’ Meeting held on June 2nd 1999 explicitly authorized the Board of
Directors to acquire and dispose of own shares or profit-sharing certificates in compliance with the terms
and conditions of the Belgian Company Code, without requiring a prior resolution of the General Meeting,
directly or through a party acting on his/her own name but for the account of the Company, or via a direct
subsidiary within the meaning of articles 627, 628 and 631 of the Belgian Company Code, if their acquisition
or disposal is necessary to prevent a threatening serious prejudice to the Company. This authorization is
valid for a period of three years with effect from the publication of the aforementioned resolution in the
Appendices to the Belgian Offical Gazette, and may be renewed in accordance with articles 620 to 623 of
the Belgian Company Code. At the General Shareholders’ Meeting held on April 25th 2005, this authorization
was renewed for 3 years until the next General Shareholders’ Meeting of 2008. This authorisation will be
submitted for renewal at the General Shareholder’s Meeting of 27 April 2009.
The Extraordinary General Shareholders’ Meeting held on 2 June 1999 also authorized the Board of
Directors to acquire the maximum number of shares permitted by virtue of article 620 to 623 of the
Belgian Company Code by purchase or exchange, directly or through a party acting on his/her own name
but for the account of the Company, or via a direct subsidiary within the meaning of articles 627, 628, §1
of the Belgian Company Code, at a price equal to at least 85% and at the most 115% of the last closing
price at which these shares were quoted on the primary market of the Brussels Stock Exchange the day
prior to this purchase or exchange. This authorization is valid for a period of 5 years with effect from the
publication of the aforementioned resolution in the annexes to the Belgian Offical Gazette. The renewal
of the authorisation by the General Shareholders’ Meeting held on 30 April 2007 has been published on
20 November 2007. This authorization will be submitted for renewal at the General Shareholders’ Meeting of
27 April 2009.
Financial section
All amounts in the financial part are presented in thousands of €, unless stated otherwise.
2. Consolidated income statement
2008
2007
Operating revenue
105,828
90,456
Net revenue
101,009
87,452
Other operating income
4,819
3,004
Purchases
-20,730
-16,039
Services and other goods
-35,358
-30,902
-16,708
-14,856
-11,875
-8,643
-11,280
-9,237
-595
594
-2,167
-2,483
18,990
17,533
Personnel expenses
4.1
7
Depreciations / amortizations and impairment
Amortization of intangible assets and depreciation of property, plant and equipment
Impairment and provisions
Other operating expenses
10/12
4.2
Operating profit (EBIT)
Finance income
5.1
1,964
1,170
Finance expenses
5.2
-2,872
-1,501
0
14
18,082
17,216
93
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Share of profit of associates
Profit before tax
Income tax expense
-5,904
-5,388
-5,133
-5,262
Deferred taxes
-771
-126
12,178
11,828
15
67
Attributable to equity holders of the parent
12,163
11,761
EBITDA
30,865
26,176
5,366,030
5,366,030
Current income tax expense
8
Attributable to Minority interest
Nominal number of shares
Weighted average number of ordinary shares
9
5,305,966
5,327,064
Diluted weighted average number of ordinary shares
9
5,308,666
5,330,855
Basic earnings per share
9
2.30
2.22
Diluted earnings per share
9
2.29
2.22
annual report 2008 Duvel Moortgat Income statement
Notes
3. Consolidated balance sheet
Assets
Notes
2007
100,540
92,319
10
62,542
58,928
Goodwill
11
4,624
2,954
Intangible assets
12
8,779
7,517
Investment property
13
21,129
21,193
Investments in associates
14
372
388
Other investments
15
2,164
431
NON-CURRENT ASSETS
Other receivables
15
511
516
Deferred tax assets
16
419
360
Amounts receivable after one year
17
0
32
66,931
62,222
CURRENT ASSETS
Inventories
18
8,511
5,712
Trade and other receivables
19
28,402
27,578
20
30,018
28,932
167,471
154,541
97,024
90,057
12,706
12,706
TOTAL ASSETS
Liabilities
2008
EQUITY
21
Share capital
Share premium
489
489
Consolidated reserves
72,481
65,024
Retained earnings
12,163
11,761
Translation differences
Treasury shares
MINORITY INTEREST
919
-2,443
-842
95
101
44,736
41,432
22
19,986
18,343
NON-CURRENT LIABILITIES
Interest-bearing loans and borrowings
1,628
Employee benefits
24
403
446
Provisions
25
334
360
Deferred tax liabilities
16
10,907
10,080
Other payables
22
13,106
12,203
25,616
22,951
4,242
3,734
CURRENT LIABILITIES
Interest-bearing loans and borrowings
22
Taxes payable
Trade and other payables
TOTAL LIABILITIES
26
1,159
670
20,215
18,547
167,471
154,541
Financial section
4. Consolidated cash flow statement
2008
2007
Profit after taxes
12,178
11,828
Depreciation on intangible and tangible fixed assets
11,280
9,237
Additions (reversals) on impairment losses
595
-594
Net finance cost
908
331
5,904
5,388
Income tax expense
0
-14
Cash flow from operating activities before changes in working capital
30,865
26,176
Decrease/(increase) in trade and other receivables
-1,289
-1,612
Decrease/(increase) in inventories
-2,799
-848
-439
4,083
26,338
27,799
-646
-570
860
928
Inrease/(decrease) in trade and other payables
Cash generated from operations
Interest paid
Interest received
Dividends received
19
0
Income tax paid
-4,674
-5,552
CASH FLOW FROM OPERATING ACTIVITIES
21,897
22,605
INVESTING ACTIVITIES
Proceeds from sale of intangible fixed assets
Proceeds from sale of financial fixed assets
Repayments of loans granted
Available-for-sale financial assets.
Acquisition of tangible fixed assets
Acquisition of intangible fixed assets
Acquisition of financial fixed assets
Changes in other assets and liabilities
Payments of loans granted
CASH FLOW FROM INVESTING ACTIVITIES
40
705
358
86
0
52
99
95
42
|
Proceeds from sale of tangible fixed assets
-1,994
0
-14,002
-21,918
-2,507
-281
-17
15
27
97
-63
0
-18,059
-21,202
annual report 2008 Duvel Moortgat Cash flow statement
OPERATING ACTIVITIES
Cash flow statement
FINANCING ACTIVITIES
Proceeds from the issue of share capital
Minority interests
Proceeds from borrowings
Subsidies
0
103
-6
91
6,007
8.436
-73
-79
Purchase of treasury shares
-1,600
0
Repayment of borrowings
-2,516
-1.894
Cash net finance costs other than interests
139
-8
-415
641
Dividends paid
-4,305
-3.849
CASH FLOW FROM FINANCING ACTIVITIES
-2,769
3.441
Increase/(decrease) of current, interest bearing debt
1,069
4.844
28,932
24.056
17
32
30,018
28.932
Deposits
15,968
12.842
Cash at bank and in hand
12,964
11.214
Total cash and cash equivalents at beginning of year
28,932
24.056
Deposits
13,554
15.968
Cash at bank and in hand
16,464
12.964
CASH AND CASH EQUIVALENTS AT END OF YEAR
30,018
28.932
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS
Cash and cash equivalents at beginning of year
Effect of exchange rate fluctuations
CASH AND CASH EQUIVALENTS AT END OF YEAR
CASH AND CASH EQUIVALENTS
At beginning of year
At end of year
Financial section
Share premium
Reserves
Reserve for
own shares
Translation
reserve
Retained
earning
Total equity
12,696
396
58,191
-842
610
10,682
81,733
10
93
103
10,682
0
11,761
11,761
-3,849
-3,849
309
309
Balance at 31 December 2007
12,706
489
65,024
-842
919
11,761
90,057
Balance at 1 January 2008
Transfer from retained earnings to
reserves
12,706
489
65,024
-842
919
11,761
90,057
11,761
Dividends
0
12,163
12,163
-4,304
-4,304
709
Acquisition of treasury shares
-11,761
709
-1,601
12,706
489
72,481
-2,443
-1,601
1,628
12,163
97,024
97
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Dividends
-10,682
annual report 2008 Duvel Moortgat Reconciliation of movement in capital
and reserves
Increase in share capital
Transfer from retained earnings to
reserves
Share Capital
5. Reconciliation of movement in capital and reserves
6. Notes to the consolidated financial statements
6.1 Significant accounting principles
Duvel Moortgat NV is a company domiciled in Belgium. The consolidated financial statements of the
Company for the year ended 31 December 2008 comprise the Company and its subsidiaries (together
referred to as the “Group”) and the Group’s interest in associates and joint ventures. The financial statements
were authorised for issue by the Board of Directors on 12 March 2009.
(a) Statement of compliance
The consolidated financial statements have been prepared in accordance with the International Financial
Reporting Standards (IFRS), as published by the International Accounting Standards Board (IASB) and its
interpretations issued by the International Financial Reporting Interpretation Committee (IFRIC), as adopted
by the European Union up to 31 December 2008.
A number of new standards, amendments to standards and interpretations are not yet effective for the year
ended 31 December 2008, and have not been applied in preparing these consolidated financial statements:
-IFRS 8 “Operating Segments” introduces the “management approach” to segment reporting. IFRS 8,
which becomes mandatory for the Group’s 2009 consolidated financial statements, will require a change
in the presentation and disclosure of segment information based on the internal reports regularly
reviewed by the Group’s Chief Operating Decision Maker in order to assess each segment’s performance
and to allocate resources to them. Currently the Group presents segment information in respect of
its business and geographical segments. The business segments constitute the basis for the internal
reporting. In all probability, IFRS 8 will not impact the segment information presented. We shall maintain
the business segment.
-Revised IAS 23 “Borrowing Costs” removes the option to expense borrowing costs and requires that an
entity capitalise borrowing costs directly attributable to the acquisition, construction or production
of a qualifying asset as part of the cost of that asset. The revised IAS 23 will become mandatory for the
Group’s 2009 consolidated financial statements and will constitute a change in accounting policy for
the Group. In accordance with the transitional provisions, the Group will apply the revised IAS 23 to
qualifying assets for which capitalisation of borrowing costs commences on or after the effective date.
Therefore there will be no impact on prior periods in the Group’s 2009 consolidated financial statements.
Financial section
-IFRIC 13 “Customer Loyalty Programmes” addresses the accounting by entities that operate, or otherwise
participate in, customer loyalty programmes under which the customer can redeem credits for awards
such as free or discounted goods or services. IFRIC 13, which becomes mandatory for the Group’s
2009 consolidated financial statements, is not expected to have effect on the consolidated financial
statements.
-Revised IAS 1 “Presentation of Financial Statements” (2007) introduces the term total comprehensive
income, which represents changes in equity during a period other than those changes resulting from
transactions with owners in their capacity as owners. Total comprehensive income may be presented
in either a single statement of comprehensive income (effectively combining both the income
statement and all non-owner changes in equity in a single statement), or in an income statement and
a separate statement of comprehensive income. Revised IAS 1, which becomes mandatory for the
Group’s 2009 consolidated financial statements, is not expected to have effect on the consolidated
financial statements. The Group plans to provide total comprehensive income in a single statement of
comprehensive income for its 2009 consolidated financial statements.
-Amendments to IAS 32 “Financial Instruments: Presentation” and IAS 1 “Presentation of Financial
Statements – Puttable Financial Instruments and Obligations Arising on Liquidation” requires puttable
instruments, and instruments that impose on the entity an obligation to deliver to another party a pro
rata share of the net assets of the entity only on liquidation, to be classified as equity if certain conditions
are met. The amendments, which become mandatory for the Group’s 2009 consolidated financial
-Revised IFRS 3 “Business Combinations” (2008) incorporates the following changes that are likely to be
relevant to the Group’s operations:
•
The definition of a business has been broadened, which is likely to result in more acquisitions being
•
•
Transaction costs, other than share and debt issue costs, will be expensed as incurred.
•
Any pre-existing interest in the acquiree will be measured at fair value with the gain or loss
treated as business combinations.
Contingent consideration will be measured at fair value, with subsequent changes therein
recognised in profit or loss.
recognised in profit or loss.
•
Any non-controlling (minority) interest will be measured at either fair value, or at its proportionate
interest in the identifiable assets and liabilities of the acquiree, on a transaction-by-transaction basis.
99
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financial statements.
annual report 2008 Duvel Moortgat statements, with retrospective application required, are not expected to have effect on the consolidated
-Revised IFRS 3, which becomes mandatory for the Group’s 2010 consolidated financial statements, will
be applied prospectively and therefore there will be no impact on prior periods in the Group’s 2010
consolidated financial statements.
-Amended IAS 27 “Consolidated and Separate Financial Statements” (2008) requires accounting for
changes in ownership interests by the Group in a subsidiary, while maintaining control, to be recognised
as an equity transaction. When the Group loses control of a subsidiary, any interest retained in the
former subsidiary will be measured at fair value with the gain or loss recognised in profit or loss.
The amendments to IAS 27, which become mandatory for the Group’s 2010 consolidated financial
statements, are not expected to have effect on the consolidated financial statements.
-Amendment to IFRS 2 “Share-based Payment – Vesting Conditions and Cancellations” clarifies the
definition of vesting conditions, introduces the concept of non-vesting conditions, requires non-vesting
conditions to be reflected in grant-date fair value and provides the accounting treatment for nonvesting conditions and cancellations. The amendments to IFRS 2, that will become mandatory for the
Group’s 2009 consolidated financial statements, with retrospective application, are not expected to have
effect on the consolidated financial statements;
-IFRIC 14 “The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction”
clarifies that availability of pension assets is the case when, at the balance sheet date, there is an
unconditional right to the surplus now or in the future by means of reimbursements and/or reductions
in future contributions. Minimum funding requirements may have an impact on the availability. IFRIC
14, which becomes mandatory for the Group’s 2009 consolidated financial statements, with limited
retrospective application, is not expected to have effect on the consolidated financial statements.
-IFRIC 15 “Agreements for the Construction of Real Estate” concludes that revenues for real estate
construction projects will have to be recognised using the completed contract method in many cases,
except for specific situations where the percentage of completion method of revenue recognition can
be applied. This is the case when a contract relates to the sale of assets, but during the construction of
these assets revenue recognition criteria are met on a continuous basis (in relation to the completed
part of the project). IFRIC 15, which becomes mandatory for the Group’s 2009 consolidated financial
statements, with retrospective application, is not expected to have effect on the consolidated financial
statements.
-IFRIC 16 “Hedges of a Net Investment in a Foreign Operation” discusses a number of issues in relation
to hedging currency risks on foreign operations (net investment hedges). IFRIC 16 specifically confirms
only the risk from differences between the functional currencies of the parent and the subsidiary can be
hedged. Additionally, currency risks can only be hedged by every (direct or indirect) parent company, as
long as the risk is only hedged once in the consolidated financial statements. IFRIC 16 also determines
the hedge instrument of a net investment hedge can be held by every group company, except for
foreign operation itself ). IFRIC 16, which becomes mandatory for the Group’s 2009 consolidated financial
statements, with prospective application, is not expected to have effect on the consolidated financial
statements.
Financial section
-IFRIC 17 “Distributions of Non-cash Assets to Owners” addresses the treatment of distributions in kind to
shareholders. Outside the scope of IFRIC 17 are distributions in which the assets being distributed are
ultimately controlled by the same party or parties before and after the distribution (common control
transactions). A liability has to be recognised when the dividend has been appropriately authorised and
is no longer at the discretion of the entity, to be measured at the fair value of the non-cash assets to be
distributed. IFRIC 17, which becomes mandatory for the Group’s 2010 consolidated financial statements,
with prospective application, is not expected to have effect on the consolidated financial statements.
-IFRIC 18 “Transfers of Assets from Customers” addresses the accounting by access providers for property,
plant and equipment contributed to them by customers. Recognition of the assets depends on who
controls it. When the asset is recognised by the access provider, it is measured at fair value upon
initial recognition. The timing of the recognition of the corresponding revenue depends on the facts
and circumstances. IFRIC 18, which becomes mandatory for the Group’s 2010 consolidated financial
statements, with prospective application, is not expected to have effect on the consolidated financial
statements.
-Amendments to IFRS 1 “First-time Adoption of IFRSs and IAS 27 Consolidated and Separate Financial
Statements – Cost of an Investment in a Subsidiary, Jointly-controlled Entity or Associate” revises,
amongst others, the accounting for ‘pre-acquisition dividends’ received from participating interests.
Those dividends should be recognised as revenue, but such dividends may imply an indicator for the
impairment of the participating interest. The amendment, which becomes mandatory for the Group’s
-Amendment to IAS 39 “Financial Instruments: Recognition and Measurement – Eligible Hedged Items”
provides additional guidance concerning specific positions that qualify for hedging (‘eligible hedged
items’). The amendment to IAS 39, which becomes mandatory for the Group’s 2010 consolidated
financial statements, with retrospective application, is not expected to have effect on the consolidated
financial statements.
-Improvements to IFRSs (2008) is a collection of minor improvements to existing standards. This
collection, which becomes mandatory for the Group’s 2009 consolidated financial statements, is not
expected to have effect on the consolidated financial statements
101
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the consolidated financial statements.
annual report 2008 Duvel Moortgat 2009 consolidated financial statements, with prospective application, is not expected to have effect on
(b) Basis of preparation
The financial statements are presented in thousands of euros, rounded to the neared thousand except
when stated otherwise. They are prepared on the historical cost basis principle except for investment
property and financial assets classified as available-for-sale, which are stated at fair value. The financial
instruments are stated at fair value.
The accounting policies have been applied consistently to all periods presented in the consolidated
financial statements. The accounting policies have been applied consistently by all group entities.
The consolidated financial statements describe the financial situation on 31 December 2008.
(c) Principles of consolidation
The financial statements of subsidiaries are included in the consolidated financial statements according
to the full consolidation method. Subsidiaries are those entities over which the Group has control. Control
commences when the Group has the power to, directly or indirectly, determine the operational and
financial policy of an entity in order to receive benefits from its activities. In deciding whether control
exists, potential voting rights that are currently exercisable or convertible are considered. The financial
statements of the subsidiaries are included from the date that control commences until the date that
control ceases.
When taking over a minority interest in a subsidiary, goodwill corresponds to the difference in the cost price
of the additional investment and the book value of the net asset that is acquired at the date of takeover.
Joint ventures are those entities over whose activities the Group has joint control, established by contractual
agreement, and in which strategic decisions on the financial and operational policy are made based on
unanimous agreement. Joint ventures are included using proportionate consolidation from the date that
joint control commences until the date that joint control ceases.
Associates are all entities over which the Group has significant influence but not control over the financial
and operating policies, without controlling them. Associates are included based on the equity method, from
the date significance influence commences, until the date significant influence ceases.
Financial section
All transactions, balances and unrealized gains between Group companies have been eliminated. Those
transactions between joint ventures are eliminated in proportion with the interest the Group has in those
joint ventures.
The consolidation scope is set out in note 3.
(d) Foreign currencies
Transactions in foreign currencies by Group entities are translated at exchange rates prevailing within the
Group at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at
the balance sheet date are translated to euro at the foreign exchange rate ruling at that date.
The revenues and expenses resulting from transactions in foreign currencies and from the translation of
monetary assets and liabilities denominated in foreign currencies are recognized in the income statement.
Non-monetary assets and liabilities denominated in foreign currencies are stated at the foreign exchange
rate ruling at the date of the transaction.
The revenues and expenses of foreign operations are translated at average exchange rates per semester,
assets and liabilities are translated to euro at the foreign exchange rate ruling at the balance sheet date.
The components of shareholders equity are translated at the historical rate. Exchange differences arising
from the translation of the shareholders equity to euro, are taken to “Translation Reserves” of the caption
103
The following foreign exchange rates have been used in preparing the financial statements:
Closing rate
Exchange rates
1 euro equals
Average rate
2008
2007
2008
2007
1.3917
1.4721
1.4708
1.4660
Czech Koruna (CZK)
26.8750
26.6280
24.9460
26.5600
Pound Sterling (GBP)
0.9525
0.73335
0.79628
0.73515
Chinese Renminbi (CNY)
9.4956
10.7524
10.2236
10.7028
US dollar (USD)
“Equity”.
(e) Financial instruments
The Group can use forward contracts to hedge its exposure to foreign exchange rate risks, mainly with
respect to USD, GBP and CZK. The gain or loss resulting from the revaluation of derivative financial
instruments, used to hedge the changes in “fair value” of assets and liabilities, are recognized in the income
statement, together with the gains and losses resulting from the revaluation at “fair value” of the underlying
hedged component. The “fair value” of these hedged components, with respect to the risk for which they
are hedged, is their carrying amount at balance sheet date translated to euro, at the foreign exchange rate
ruling at that date.
(f) Available-for-sale financial assets
The investments made by the group in certain bonds and shares are classified as available-for-sale financial
assets. After the first entry, these assets are stated at fair value and possible changes in the fair value, except
for impairment losses and foreign exchange profits and losses on monetary items available for sale, are
calculated directly in the equity.
When an investment is no longer stated in the balance sheet, the cumulative profit or the cumulative loss
taken up in the equity is transferred to the profit and loss account.
The fair value of the available-for-sale financial assets is calculated based on the offer price quoted at the
reporting date.
(g) Other investments
Those investments that are not considered available for sale are calculated at the amortized cost price
based on the effective interest method, less impairment losses.
Financial section
(h) Financial risk management
Purchases of raw materials
Malt is purchased with annual contracts. The closing date is variable, and the price is based on the market
value of brewing barley. The latter is fixed by the harvest conditions and by the general market conditions,
amongst others. In recent years, the quoted prices for malt have reached historical records, the reason of
which they were also significantly higher in 2008.
The bad hops harvest at the end of 2007 caused a shortage on the market, which led to an enormous rise in
prices for the 2008 purchases. The packaging costs also increased strongly in 2008.
The cost of electricity increased less strongly for Duvel Moortgat than the market prices, owing to the longterm contract concluded with the electricity supplier.
Foreign currency risks
Due to the international character of the Group, we are exposed to different foreign currency risks arising
from various exposures primarily with respect to USD, CZK and GBP. In certain cases, forward contracts can
be used to hedge this exposure. At the end of 2008, there were no outstanding forward contracts.
up since 1/1/2004, which insures against the most important debtor risks.
Liquidity risks
Because of its considerable cash position, the liquidity risks of the Group are limited. The interest due on the
investment credit – concluded in 2002 at variable short-term interest rates – will be covered by an Interest
Rate Swap as from 1/1/2006. The interest due on the new investment credit concluded at the end of 2006 is
also covered against variable short-term interest rates.
105
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The credit risk has been limited by applying strict procedures. Furthermore, credit insurance has been taken
annual report 2008 Duvel Moortgat Credit risks regarding customers
(i) Goodwill
Goodwill amounts on the acquisition of subsidiaries, joint ventures and associates.
With respect to acquisitions before or after 1 January 2004, the goodwill represents the difference between
the purchase price and the Group’s interest in the net fair value of the identifiable assets acquired,
obligations and conditional obligations of the acquired party.
The goodwill is stated at cost less any accumulated impairment losses. The goodwill is not amortized but
tested for impairment.
To test impairment losses, the goodwill is allocated to any cash-generating units which the Group considers
to benefit from the takeover. Those cash-generating units to which goodwill is allocated, are tested
annually, or more frequent when there is an indication of impairment. If the recoverable amount of the
cash-generating unit is lower than the carrying amount of the unit, impairment is recognised firstly to the
carrying amount of the allocated goodwill of the unit, and secondly to the other assets of the unit, pro rata
the carrying amount of each asset of the unit. A recognised impairment for goodwill cannot be countered
in a future period. Negative goodwill arising from an acquisition is recognized directly in profit or loss.
(j) Intangible assets
Research and development
Expenditure on research activities, undertaken with the prospect of gaining new scientific or technical
knowledge, is recognized in the income statement as an expense as incurred.
Expenditure on development activities, whereby research findings are applied to a plan or design for the
production of new or substantially improved products and processes, is capitalized if the product or process
is technically and commercially feasible and the Group has sufficient resources to complete development,
and if it is possible to make a reliable estimate of the intangible asset’s development cost, if it is possible for
the intangible asset to generate future economic advantages and moreover has the intention to use and
commercialise the product. The expenditure capitalised includes the cost of raw materials, direct labour and
the indirect costs directly attributable to making the asset ready-to-use. Other development expenditure
is recognized in the income statement as an expense as incurred. Capitalised development expenditure is
stated at cost less accumulated amortization and impairment losses.
Financial section
Other intangible assets
Other intangible assets that are acquired by the Group are stated at cost less accumulated amortization and
impairment losses.
Brand names
If part of the amount paid for a company combination refers to brand names, this is classified separately
as intangible asset of which fair value is set. Expenditure on internally generated goodwill and brands is
recognised in the income statement as an expense as incurred.
The fair value of the brand names acquired as part of a business combination, are set using discounted cash
flows.
Subsequent expenditure
Subsequent expenditure on capitalised intangible assets is capitalised only when it increases the future
economic benefits embodied in the specific asset to which it relates. All other expenditure is expensed as
incurred.
Amortization
Amortization is charged to the income statement on a straight-line basis over the estimated useful lives
of intangible assets. Delivery rights are amortised over the duration of this right. Location and exploitation
Customer related business assets are not amortized but systematically tested for impairment. Customer
related business assets are those business assets that are paid for because of the acquired clientele. At
present, there are only location related business assets. Brand names are expected to have an indefinite
useful life and are therefore not depreciated.
107
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assets that are paid for because of the location of the exploitation.
annual report 2008 Duvel Moortgat related business assets are amortized over 10 years. Location related business assets are those business
(k) Property, plant and equipment
Items of property, plant and equipment are stated at historical cost less accumulated depreciation and
impairment losses. The historical cost includes the purchase price and costs directly attributable to the
acquisition (e.g. installation costs, delivery and processing cost and non-deductible taxes).
The cost of a self-constructed asset includes the cost of materials, direct labour and an appropriate
proportion of production overhead.
Finance expenses related to the acquisition or construction of assets considered is stated as a charge in the
income statement as incurred.
The Group recognizes in the carrying amount of an item of property, plant and equipment the cost of
replacing part of such an item when that cost is incurred if it is probable that the future economic benefits
embodied with the item will flow to the Group. Repairs and maintenance that do not increase the future
economic benefits are recognized in the income statement as an expense as incurred.
Property that is being constructed or developed for future use as investment property is classified as
property, plant and equipment and stated at cost until construction or development is complete, at which
time it is reclassified as investment property.
Where parts of an item of property, plant and equipment have different expected useful lives, they are
accounted for as separate items of property, plant and equipment.
Leases in terms of which the Group assumes substantially all the risks and rewards of ownership are
classified as finance leases. Finance leases are stated at an amount equal to the lower of the fair value and
the present value of the minimum lease payments at inception of the lease, less accumulated depreciation
and impairment losses.
Lease payments are apportioned between the outstanding liability and finance charges so as to achieve a
constant periodic rate of interest on the remaining balance of the liability. The corresponding lease debts,
exclusive of financial charges, are recognized in the section “other non-current payables”. The finance
charges are recognized in the income statement during the leasing period as financial expenses. Property,
plant and equipment acquired via financial leasing, is depreciated over the expected useful lives of these
assets.
Financial section
Leases of assets under which all the risks and rewards of ownership are substantially retained by the lessor
are classified as operating leases. Payments made under operating leases are charged to the income
statement on a straight-line basis over the term of the lease.
Depreciation is charged to the income statement on a straight-line basis over the estimated useful lives
of each part of an item of property, plant and equipment. During the first year of use, depreciations are
Buildings – pubs and housing
2% - 3% - 4% - 10%
Industrial buildings
3% - 5% - 6%
Furniture
10% - 20%
Crates and bottles
20%
Installations and machines
6.67% - 8.33% - 10% - 12.5% - 14.29% - 20% - 25%
Installations on trade outlets
Vehicles
10% - 20% - 33%
20%
20%
Kegs
10%
109
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Pallets
(l) Investment property
Investment properties are properties which are held either to earn rental income or for capital appreciation
or for both.
Investment properties are stated at fair value.
Fair value is the most probable price that reasonably can be expected to be obtained on the market. It is
the best price which reasonably can be agreed upon between buyer and seller. This valuation does not take
into account exceptional situations or clauses. It is the price that can be obtained under normal competitive
circumstances between well-informed parties.
This fair value is set internally by our property manager. These valuations are based on market value,
rental value and a number of comparison points obtained by notaries and/or real estate agents. They are
evaluated every 6 months. As a rule, no independent expert is consulted in setting the value.
Any gain or loss arising from a change in fair value is recognized in the income statement.
annual report 2008 Duvel Moortgat Depreciation rates
calculated pro rata temporis. Following percentages are applied:
Rental income is recognized in the income statement on a straight-line basis, over the term of the lease.
(m) Inventories
Inventories are stated at the lower of cost and net realizable value.
The cost of finished products and work in progress comprises raw materials, other production materials,
direct labour, other direct costs and an allocation of fixed and variable overhead based on a normal
operating capacity. Net realizable value is the estimated selling price in the ordinary course of business, less
the estimated costs of completion and selling costs.
(n) Trade receivables
Trade receivables are valued at the amortized cost price based on the effective interest method, less
impairment losses. Impairment losses are accounted for if the recoverable amount at balance sheet date is
lower than the carrying amount. Impairment losses are determined on a case-by-case basis.
(o) Cash and cash equivalents
Cash and cash equivalents comprises bank balances and term deposits with credit institutions.
(p) Impairment
The carrying amounts of the Group’s assets, other than inventories and deferred tax assets, are reviewed at
each balance sheet date to determine whether there is any indication of impairment. If any such indication
exists, the asset’s recoverable amount is estimated.
For intangible assets that are not yet available for use, goodwill and assets with an indefinite life, the
recoverable amount is estimated at each balance sheet date.
Financial section
An impairment loss is recognized whenever the carrying amount of an asset or its cash-generating unit
exceeds its recoverable amount. Impairment losses are recognized in the income statement.
The recoverable amount of the Group’s investments and its outstanding receivables is calculated as the
present value of estimated future cash flows, discounted at original effective interest rate inherent to these
assets. Short-term receivables are not discounted.
The recoverable amount of other assets is determined as the greater of their fair value less costs to sell
and value in use. In assessing value in use, the estimated future cash flows are discounted to their present
value using a pre-tax discount rate that reflects current market assessments of the time value of money
and the risks specific to the asset. For an asset that does not generate largely independent cash inflows, the
recoverable amount is determined for the cash-generating unit to which the asset belongs.
An impairment loss with respect to investments and receivables initiated by the Group is only reversed if
the subsequent increase in recoverable amount can be related objectively to an event occurring after the
impairment loss was recognized.
An impairment loss in respect of goodwill is not reversed.
In respect of other assets, an impairment loss is reversed if there has been a change in the estimates used to
111
An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the
carrying amount that would have been determined, net of depreciation or amortization, if no impairment
loss had been recognized.
determine the recoverable amount.
(q) Share capital
When share capital recognized as equity is repurchased, the amount of the consideration paid, including
directly attributable costs, is recognized as a change in equity. Repurchased shares are classified as treasury
shares and presented as a deduction from total equity.
Dividends are considered as a liability in the period in which they are declared.
(r) Provisions
Provisions are recognized in the balance sheet when the Group has a present (legal or constructive)
obligation as a result of past events, it is probable that an outflow of resources embodying economic
benefits will be required to settle the obligation and a reliable estimate of the amount of the obligation
can be made. If the effects are considerable, provisions are determined by discounting the expected future
cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where
appropriate, the risks specific to the liability.
A provision for restructuring is recognized when the Group has approved a detailed and formal
restructuring plan, and the restructuring has either commenced or has been announced publicly. Future
normal operating costs are not provided for.
A provision for onerous contracts is recognized when the expected benefits to be derived by the Group
from a contract are lower that the unavoidable cost of meeting its obligations under the contract.
A provision for soil sanitation is recognized when soil contamination has been detected and the Group has
a legal obligation to decontaminate.
A provision for early retirement has been recognized for people that join the system. A provision has been
recognized for those who are probable to join the system, and if a reliable determination of the number of
employees can be made.
Financial section
(s) Employee benefits
Pension plans
The Group has a number of defined contribution plans in different countries with external insurance
companies. The contributions to these plans are funded by payments from employees and the respective
Group companies. Contributions to defined contribution plans are recognized as an expense in the income
statement as incurred.
Warrants
The fair value of the granted warrants is stated as personnel costs, with a corresponding increase in equity.
The fair value is determined per the grant date and spread over the period until the moment where the
employees receive unconditional right to the warrants. The amount stated as cost is adapted to the actual
amount of share warrants that become unconditional.
In case the warrants are exercised, the amounts received will be added to the issued capital (nominal value)
and share premiums after deduction of all costs related to the issuing of the shares.
Bonuses
Bonuses received by employees and management are based on certain key financial indicators as well as
personal targets. The expected amount of the bonuses is included as a cost of the year whereas the actual
113
Termination benefits
Termination benefits are recognized as a debt and cost when a Group company commits itself to either
putting an end to the contract of an employee or group of employees before the normal date of retirement
or to provide termination benefits as a direct consequence of an offer encouraging people to retire
voluntarily. When termination benefits are due after twelve months following the balance sheet date, they
are discounted.
payment will only take place after balance sheet date.
(t) Interest-bearing loans and borrowings
Interest-bearing loans and borrowings are recognized initially at cost less attributable transaction costs.
Subsequent to initial recognition, interest-bearing loans and borrowings are stated at amortized cost with
any difference between the initial amount and the redemption value being recognized in the income
statement over the expected life of the instrument on an effective interest rate basis.
(u) Trade and other payables
Trade and other payables are stated at the amortized cost price based on the effective interest method.
(v) Income tax
Income tax on the profit or loss for the year comprises current and deferred tax. Income tax is recognized
in the income statement except to the extent that it relates to items recognized directly in equity, in which
case the tax effect is also recognized directly in equity.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted at the
balance sheet date and any adjustments to tax payable in respect of previous years.
Deferred taxes are recognized for all temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used for taxation purposes, using tax rates
enacted at the balance sheet date.
No deferred taxes are recognized for following temporary differences: initial recognition of the goodwill, the
initial recognition of assets or liabilities that affects neither accounting nor taxable profit, and differences
relating to investments in subsidiaries to the extent they will probably not reverse in the foreseeable future.
A deferred tax asset is recognized only to the extent that it is probable that sufficient future taxable profits
will be available against which the asset can be utilized. Deferred tax assets are reduced to the extent that it
is no longer probable that the related tax benefit will be realized.
Financial section
(w) Revenue and expenses
Goods sold and services rendered
Revenue from the sale of goods is recognized in the income statement when the significant risks and
rewards of ownership have been transferred to the buyer and no significant uncertainties regarding
recovery of the consideration due, associated costs or the possible return of goods exist.
Amounts charged on account of third parties can not be considered as economic benefits flowing back to
the Company and are therefore not recognized as revenues. Hence, duties that are part of the price charged
to the customers are not recognized as revenue in the income statement.
Rental income
Rental income from investment property is recognized in the income statement on a straight-line basis over
the term of the lease.
Financial income
Financial income comprises interest income, dividend income and foreign exchange gains. Interest
income is recognized as it accrues, taking into account the effective yield on the asset. Dividend income is
recognized in the income statement on the date that the dividend is received.
assurance that it will be received and that the Group will comply with the conditions attached to it. Grants
that compensate the Group for expenses incurred are recognized in the income statement on a systematic
basis in the same periods in which the expenses are incurred. Grants that compensate the Group for the
cost of an asset are recognized in the income statement as other operating income on a systematic basis
over the useful life of the asset.
Research and development, advertising and promotional expenses and system development costs
Research, advertising and promotional expenses are expensed in the year in which these costs are incurred.
Development costs and system development costs are expensed in the year in which these costs are
incurred if they do not meet the criteria for capitalisation.
Operating lease payments
Payments made under operating leases are recognized in the income statement on a straight-line basis
over the term of the lease.
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A government grant is recognized in the balance sheet initially as deferred income when there is reasonable
115
annual report 2008 Duvel Moortgat Government grants
Finance lease payments
Minimum lease payments are apportioned between the finance charge and the reduction of the
outstanding liability. The finance charge is allocated to each period during the lease term so as to produce a
constant periodic rate of interest on the remaining balance of the liability.
The financial expenses comprise interests on interest-bearing loans and borrowings, foreign exchange
losses and transaction charges.
(x) Segment reporting
A business segment is a distinguishable component of the Group that is engaged in providing products or
services, and that is subject to risks and rewards that are different from those of other business segments. A
geographical segment is a distinguishable component of the Group that is engaged in providing products
or services within a particular economic environment, and that is subject to risks and returns that are
different from those of other geographical segments.
The Group has chosen the business segment as the primary source of reporting, as it corresponds to the
internal financial reporting. The segment “production and sale of drinks” corresponds to more than 90% of
the revenue. A further distinction between the different beers is not made as it wasn’t part of the internal
management reporting. The other business segment comprises the real estate activities amongst other
things.
For the presentation of the geographical segment, turnover is split according to the geographical location
of customers. The segmented assets are represented based on their geographical location.
(y) Capital management
The policy of the Board of Directors is aimed at maintaining a strong financial position with which it seeks
to maintain the trust of investors, creditors and the markets and with which the future development of the
company’s activities can be secured.
The Board of Directors monitors the level of the divided to be paid out to the normal shareholders, which
could rise in the next years, insofar no special financial needs occur in view of the expansion strategy of the
Group. The company indeed wishes to maintain the necessary flexibility in order to give way to internal and
external expansion possibilities.
Financial section
6.2 Notes to the consolidated financial statement (continuation):
Index
1. Segment reporting
2. Acquisition and disposal of subsidiaries
3. Consolidation scope
4. Other operating income and expenses
5. Financial income and expenses
6. Services and other goods
7. Personnel expenses
8. Income tax expense
9. Earnings per share
10. Property, plant and equipment
11. Goodwill
12. Intangible assets
13. Investment property
14. Investments in associates
15. Other investments and other receivables
18. Inventories
19. Trade and other receivables
20. Cash and cash equivalents
21. Capital and reserves
22. Interest-bearing loans and borrowings
23. Fair Value
24. Employee benefits
25. Provisions
26. Trade and other payables
26. Renting and operating leases
28. Contingencies
29. Capital commitments
30. Related parties
31. Subsequent events
117
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17. Amounts receivable after more than one year
annual report 2008 Duvel Moortgat 16. Deferred tax assets and liabilities
1. Segment reporting
1.1 Primary segment reporting
Production and
sale of drinks
Primary segment reporting
2008
Other
2007
2008
Consolidated
2007
2008
2007
Net revenue
99,304
85,799
1,705
1,653
101,009
87,452
EBITDA
28,758
23,777
2,107
2,399
30,865
26,176
Operating profit before finance costs
16,997
15,133
1,993
2,400
18,990
17,533
2,619
1,418
253
83
2,872
1,501
0
14
0
0
0
14
5,094
5,118
39
144
5,133
5,262
15
67
0
0
15
67
0
0
0
0
0
0
10,848
9,961
1,330
1,870
12,178
11,828
110,205
99,371
25,114
25,847
135,319
125,218
Unallocated assets
0
0
0
0
32,152
29,323
Investments in associates
0
0
0
0
0
0
Net finance costs
Income tax expense
Minority interest
Inter-segment eliminations
Net profit of the period
Segment assets
Total assets
Segment liabilities
0
0
0
0
0
0
110,205
99,371
25,114
25,847
167,471
154,541
59,015
53,931
526
475
59,541
54,406
Unallocated liabilities
0
0
0
0
107,930
100,135
0
0
0
0
0
0
Total liabilities
59,015
53,931
526
475
167,471
154,541
Gross capital expenditure
16,814
20,716
290
1,452
17,104
22,168
56
473
0
0
56
473
10,338
8,240
0
15
10,338
8,255
820
443
66
66
886
509
51
-39
0
0
51
-39
-165
-159
0
0
-165
-159
Impairment on tangible fixed assets
Depreciation of property, plant and equipment
Depreciation on in tangible fixed assets
Additions to provisions
Reversal of provisions
Financial section
1.2 Secondary segment reporting
The Netherlands
2008
2007
France
2008
2007
2008
UK
2007
Net revenue
57,483
51,662
8,422
7,338
7,208
7,117
3,507
3,261
Total assets
140,857
127,093
0
0
2,124
1,878
1,093
2,931
14,190
19,432
0
0
371
57
99
43
US
2008
2007
Czech Republic
2008
2007
Other
2008
2007
Consolidated
2008
2007
Net revenue
10,738
8,435
7,772
5,838
5,879
3,801
101,009
87,452
Total assets
5,986
6,419
9,346
9,052
8,065
7,170
167,471
154,543
589
821
1,855
1,812
0
3
17,104
22,168
2. Acquisition and disposals of subsidiaries
In 2008, no acquisitions were realised.
|
119
annual report 2008 Duvel Moortgat Secondary segment
repporting
Belgium
2008
2007
3. Consolidation scope on 31/12/2008
Fully consolidated
subsidiaries
List of the fully consolidated subsidiaries:
Duvel Moortgat nv
100%
Duvel Moortgat France sarl
100%
100%
100%
Eura Drinks nv
100%
Moortgat Immo Services nv
100%
Parallel nv
100%
Freya’s Deli Fruit nv
70%
Duvel Moortgat USA
100%
Brewery Ommegang
100%
Belga Bar (UK) Ltd
100%
LDV-Immo nv
100%
DRC
100%
Duvel Moortgat UK Ltd
100%
Brasserie d’ Achouffe sa
100%
Duvel Moortgat Hong Kong Ltd
100%
Duvel Moortgat Shanghai Ltd
100%
Proportionally
consolidated subsidiaries
List of the proportionally consolidated subsidiaries:
Brouwerij Steendonk nv
50%
Bernard Brewery as
50%
Bernard Malthouse as
50%
LFB Développement sa
50%
LFB Expansion sas
50%
Les Tripiers sarl (LFB Strasbourg)
50%
De l'Etoile (LFB Clermont-Ferrand)
50%
Le Comtours (LFB Tours)
50%
Saint Hugues (LFB Grenoble)
50%
Stannancy (LFB Nancy)
50%
Fousseretlyon (LFB Lyon)
50%
Financial section
List of the subsidiaries consolidated using the equity method:
Groupement Bières Spéciales Geie
33.30%
Espace Belge à Paris Geie
23.40%
The 18% minority interest in Duvel Moortgat USA was taken over by Duvel Moortgat nv, resulting in the first
becoming a 100% subsidiary. The total acquisition price amounted to € 1.7 million. The group took up a €
18.000 decrease in minority interests, and goodwill to the amount of € 1.67 million.
Fousseretlyon is a newly founded subsidiary.
Force de Vente Service was liquidated at the end of 2008.
An address list with further details on the different entities is included on page 154.
121
4. Other operating income and expenses
4.1 Other operating income
Other
operating income
Rental income
2008
2007
112
108
Gain on disposal of property, plant and equipment
631
713
Fair value adjustments of investment property
230
422
Other operating income (*)
3,846
1,761
Total
4,819
3,004
this item includes, amongst others, other sales and revenues, bonuses and damages received,
(*)
various compensations and the change in finished product inventory and work in process.
4.2 Other operating expenses
Other
operating expenses
2008
2007
Impairment loss on trade receivables
112
677
Loss on the disposal of property, plant and equipment
363
489
Fair value adjustments of investment property
233
217
Sundry operating taxes
435
914
Other costs
1,024
186
Total
2,167
2,483
2008
2007
Interest income
887
928
Realized foreign exchange gain
786
66
Non-realized foreign exchange gain
170
35
0
62
5. Finance income and expenses
Finance income
5.1 Finance income
Gain on disposal of investments
Other
Total
121
79
1,964
1,170
Financial section
5.2 Finance expenses
Finance expenses
Interest expense
Realized foreign exchange losses
2008
2007
930
861
187
250
1,330
293
Impairment of available-for-sale financial assets
311
10
Other
114
87
2,872
1,501
Non-realized foreign exchange losses
Total
In the reporting year, in respect of the available-for-sale financial assets, an impairment loss to the amount of
€ 0.28 million is taken up. This loss is related to an important and permanent decrease of share prices.
6. Services and other goods
This caption mainly consists of maintenance expenses, administrative expenses, selling and distribution
expenses, marketing, insurance, various overhead expenses and royalties.
123
Compulsory social security contributions
2008
2007
12,766
11,318
2,846
2,463
Pension expenses – contribution to pension plans
441
406
Other personnel expenses
655
669
16,708
14,856
Total
annual report 2008 Duvel Moortgat Personnel expenses
Wages and salaries
|
7. Personnel expenses
8. Income tax expense
Income tax expense
Current year tax expense
2008
2007
5,199
5,284
Adjustments for prior years
-66
-23
Deferred taxes
771
126
5,904
5,388
18,082
17,216
Total
Profit before tax
Adjustments to tax basis
- share in the result of equity
- Non-deductible expenses
- Investment allowance
- Tax shelter
0
-14
1,352
965
-108
-123
0
-600
-2,479
-1,972
-395
-508
- Notional interest deduction
- Non-taxable surplus value
- Unrecognized fiscal losses of the financial year
970
898
- Recuperation of financial losses
-30
151
- Taxable surplus value previous years
0
26
- Tax exempt foreign income
-220
0
17,172
16,039
5,837
5,452
67
-64
Under / (over) provided in prior years
-52
-207
Effect of different tax rates in foreign countries
119
143
67
-64
32.65%
31.30%
2008
2007
Taxable profit
Income tax expenses calculated at 33.99%
Difference
Total
Effective tax rate
9. Earnings per share
Earnings per share
Net profit for the period attributable to ordinary shareholders
Basic earnings per share in euro
Net profit for the period attributable to ordinary shareholders
Adjustments for warrants
Weighted average number of ordinary shares (diluted)
Diluted earnings per share in euro
12,178
11,828
5,305,966
5,327,064
2,30
2,22
12,178
11,828
5,305,966
5,327,064
2,701
3,791
5,308,666
5,330,855
2.29
2.22
Financial section
Acquisitions through business combinations
Transfers and disposals
Transfers and disposals through business
combinations
Exchange differences
Furniture and
vehicles
Leasing and
similar rights
Other tangible
fixed assets
Fixed assets under
construction and
advance payments
Total
24,228
78,463
4,863
657
6,289
5,146
119,646
5,414
12,412
387
144
922
2,129
21,408
0
0
0
0
0
0
0
-52
-1,942
-178
-291
-201
-241
-2,905
0
0
0
0
0
0
0
-89
-73
-44
9
-150
4
-343
1,297
2,402
15
-104
0
-3,729
-119
30,798
91,262
5,043
415
6,860
3,309
137,687
9,227
55,429
3,506
354
3119
0
71,635
Depreciation charge for the year
1,077
6,474
423
80
733
0
8,787
Transfer to other asset categories
Depreciation and impairment loss
0
0
0
0
0
0
0
0
0
0
0
359
0
359
-88
-1430
-140
-206
-21
0
-1,885
0
0
0
0
0
0
0
-16
-21
-9
3
13
0
-30
combinations
-4
-2
2
-103
0
0
-107
10,196
60,450
3,782
128
4,203
0
78,759
At 1 January 2007
15,001
23,034
1,357
303
3,170
5,146
48,011
At 31 December 2007
20,602
30,812
1,261
287
2,657
3,309
58,928
Carrying amounts
125
|
Depreciation through business combinations
Impairment loss
annual report 2008 Duvel Moortgat Property, plant and equipment 2007
Acquisitions
Land and
buildings
cost
Plant and
equipment
10. Property, plant and equipment
combinations
Plant and
equipment
Furniture and
vehicles
Leasing and
similar rights
Other tangible
fixed assets
Fixed assets under
construction and
advance payments
Total
Property, plant and equipment 2008
Acquisitions
Land and
buildings
Cost
30,798
91,262
5,043
415
6,860
3,309
137,687
2,196
9,696
478
14
749
1,319
14,452
0
0
0
0
0
0
0
-98
-1,860
-73
0
-30
-7
-2,068
0
0
0
0
0
0
0
51
-50
-86
-4
-646
19
-716
725
2,547
-150
0
-69
-3,253
-200
33,672
101,595
5,212
425
6,864
1,387
149,155
10,196
60,450
3,782
128
4,203
0
78,759
1,647
7,468
449
90
683
0
10,337
Depreciation and impairment loss
Depreciation charge for the year
Depreciation through business combinations
0
0
0
0
0
0
0
Impairment loss
0
0
0
0
56
0
56
-138
-1,711
-60
0
-30
0
-1,939
0
0
0
0
0
0
0
27
-23
-25
-6
-598
0
-625
combinations
-66
-27
0
0
118
0
25
11,666
66,157
4,146
212
4,432
0
86,613
At 1 January 2008
20,602
30,812
1,261
287
2,657
3,309
58,928
At 31 December 2008
22,006
35,438
1,066
213
2,432
1,387
62,542
Carrying amounts
Financial section
The most important investments relate to:
2007
0
1,218
Investments in fixture / furniture of catering businesses
1,561
786
Company buildings and land
2,196
1,296
Brewery hall
408
8,911
Machinery hall
405
0
Water purification
371
0
Bottles, crates and kegs
4,161
4,815
CCT, fermentation, lagering
2,281
1,440
Various technical investments
Various technical investments Bernard
627
305
1,577
977
Various technical investments Ommegang
485
606
Furniture and vehicles
524
775
14,596
21,129
Total
Secured assets
sell or mortgage these assets. The Group has also committed itself not to dispose of nor to mortgage the
business assets, partly or as a whole. Those commitments, with the exception of the privilege of the unpaid
seller, apply to the new loan of € 3,000,000, contracted in 2006.
Impairments
The fixtures of a bar abroad have been tested for impairment because revenue was lower than initially
budgeted. This test resulted in an impairment of € 56,000 (2007: € 473,000). The recoverable amount was
calculated taking into account the expected future cashflows over the remaining rental period discounted
at the WACC of the company.
127
|
Assets are pledged for an amount of 8,304,000 € (bottling plant) and the commitment was made not to
annual report 2008 Duvel Moortgat Most important investments
Investments in catering businesses
2008
Goodwill
11. Goodwill
Acquisition cost
Goodwill
As per 1 januari 2007
2,954
Acquistitions through business combinations
Effects of movements in foreign exchange
0
0
Balance sheet as per 31 December 2007
2,954
As per 1 January 2008
2,954
Purchase of minority share
1,671
As per 31 December 2008
0
4,624
Impairment losses
0
Impairment losses
0
0
0
0
Impairment losses
0
0
0
Carrying amount
2,954
2,954
2,954
4,624
Financial section
The total carrying amount of the goodwill was attributed to:
2008
2007
2,954
2,954
Duvel Moortgat USA
1,671
0
Totaal
4,624
2,954
Testing goodwill Brasserie d’Achouffe
Goodwill was tested for impairment at the various company divisions, the lowest level within the group at
which goodwill is monitored for internal management purposes.
The group has stipulated a fair value of the acquired trademark in the application of a discouting rate of
10 percent for the expected future cash flows over the next 10 years.
The goodwill as a result of the takeover is mainly attributable to the synergy advantages that are expected
to result from the integration of the company in the existing activities of the group. The carrying amount
was calculated to be lower than the recoverable amount, as a result of which no impairment loss is
The group has stipulated a fair value of Duvel Moortgat USA in the application of a discouting rate of
10 percent for the expected future cash flows over the next 5 years. The carrying amount was calculated to
be lower than the recoverable amount, as a result of which no impairment loss is included.
|
Testing goodwill Duvel Moortgat USA
129
annual report 2008 Duvel Moortgat included.
Research and
development
costs
Concessions
patents,
licenses, etc.
other intangible
assets
Brands
Prepayments
Total
12. Intangible assets
199
1,575
2703
5,505
125
10,107
Acquisitions
0
255
2
0
24
281
0
0
0
0
0
0
0
-64
0
0
-26
-90
Transfers to other asset categories
0
103
0
0
-103
0
1
0
78
0
0
79
200
1,869
2,783
5,505
20
10,377
107
1,128
1,088
0
0
2,323
Amortization for the year
Cost
Intangible assets 2007
Amortization and impairment losses
40
296
174
0
0
510
0
0
0
0
0
0
0
-4
0
0
0
-4
0
0
31
0
0
31
147
1,420
1,293
0
0
2,860
At 1 January 2007
92
447
1,615
5,505
125
7,784
At 31 December 2007
53
449
1,490
5,505
20
7,517
Carrying amounts
Research and
development
costs
Concessions
patents,
licenses, etc..
Other intangible
assets
Brands
Pre payments
Total
Financial section
200
1,869
2,783
5,505
20
10,377
59
574
125
1750
0
2,508
Acquisitions by business combinations
0
0
0
0
0
0
0
-81
0
-352
0
-433
Transfers to other asset categories
0
20
0
0
-20
0
0
-3
-23
0
0
-26
259
2,379
2,885
6,903
0
12,426
147
1,420
1,293
0
0
2,860
Amortization for the year
Cost
Amortization and impairment losses
44
436
219
187
0
886
Amortization by business combinations
0
0
0
0
0
0
0
-75
0
0
0
-75
0
-2
-22
0
0
-24
191
1,779
1,490
187
0
3647
At 1 January 2008
53
449
1,490
5,505
20
7,517
At 31 December 2008
68
600
1,395
6,716
0
8,779
131
|
Carrying amount
annual report 2008 Duvel Moortgat Intangible assets 2008
Acquisitions
13. Investment property
Investment property
Balance at 1 January
Acquisitions
Disposals and transfers
Fair value adjustments
Balance at 31 December
2008
2007
21,193
19,746
216
1,242
-277
0
-3
205
21,129
21,193
The investment property relates to properties let to a third party over a renewable period of 9 years.
14. Investments in associates
2008
2007
Investments in
associates
Ownership
Countries
2008
2007
F.V.S (liquidated)
France
0
33.3%
Espace Belge à Paris
France
23.4%
23.4%
Groupement Bières Spéciales
France
33.0%
33.0%
Summary of the financial information on associates – 100%
Assets
Liabilities
Equity
Net Revenue
Profit / (loss)
F.V.S (in liquidation)
125
25
48
100
40
1,544
0
1,448
143
96
Groupement des Bières Spéciales
6,753
6,753
0
20,496
0
Total
8,422
6,778
1,496
20,739
136
Profit / (loss)
Assets
Liabilities
Equity
Net Revenue
F.V.S (in liquidation)
0
0
0
0
0
1,563
0
1,448
161
115
Groupement des Bières Spéciales
Total
9,038
9,004
0
24,602
0
10,601
9,004
1,448
24,763
115
Financial section
Summery of financial information on joint ventures – 100%
2007
Bernard Brewery & Malthouse
Non-current
assets
Current
liabilities
Non-current
liabilities
Profits
Costs
13,497
6,979
11,408
6,495
2,020
13,360
Steendonk Brewery
620
955
221
466
962
822
LFB Group
720
2,104
632
1,068
4,024
3,326
8,319
14,467
7,348
3,554
18,346
17,645
Current assets
Non-current
assets
Current
liabilities
Non-current
liabilities
Profits
Costs
6,928
12,079
6,348
1,015
17,868
17,210
Total
Bernard Brewery & Malthouse
2008
Current assets
246
1,152
54
399
454
397
LFB Group
Steendonk Brewery
1,156
2,538
1,256
901
5,028
3,980
Total
8,330
15,769
7,658
2,315
23,350
21,587
Various participations (<10%)
2008
2007
448
431
1,716
0
2,164
431
Receivables on joint ventures
511
516
Other receivables (total)
511
516
|
Available-for-sale financial assets
Other investments (total)
133
annual report 2008 Duvel Moortgat Other investments
15. Other investments and other receivables
16. Deferred tax assets and liabilities
Deferred tax assets
and liabilities
Deferred tax assets
Deferred tax assets
Total
-9,720
-9,498
360
262
-9,760
-770
-126
0
-96
-10,490
-9,720
418
360
-10,908
-10,080
-10,490
-9,720
Regularisation corporate tax stated as deferred tax
2007
-10,080
Deferred tax (income statement)
2008
Deferred tax assets
2007
2008
2007
259
326
5,458
5,298
Intangible assets
0
0
1,838
1,865
Provisions
0
0
2,341
2,010
154
29
1,046
570
Deferred charges and accrued income
0
0
225
337
Previous tax losses
5
5
0
0
418
360
10,908
10,080
Deferred tax assets
and liabilities
2008
Inventories
Total mutation
17. Amounts receivable after more than one year
Nil.
Financial section
18. Inventories
Inventories
Raw materials
2008
2007
2,477
1,988
Work in progress
2,250
867
Finished goods
3,522
2,683
Goods purchased for resale
262
174
8,511
5,712
2008
2007
Trade receivables
22,131
19,795
Impairment losses on trade receivables
-1,773
-1,410
4,818
5,506
-501
-376
Total
Other receivables
Impairment losses on other receivables
Deferred charges and accrued income
Total
3,727
4,063
28,402
27,578
Duvel Moortgat NV strategically decided to fully take over control of the distribution of Duvel and
Maredsous in the US, since Duvel Moortgat is convinced that its recurring margin on the present volumes
can increase considerably due to returns to scale. Therefore, a contract has been concluded with the
present importer. In the deferred charges and accrued income, an amount of € 984,000 has been booked, to
be booked in the results over a period of 4 years (pay-back period).
Like this, Duvel Moortgat NV strategically decided to fully take over the distribution of Brasserie d’Achouffe
products in the US, since Duvel Moortgat is convinced that its recurring margin on the present volumes can
increase considerably due to returns to scale. Therefore, a contract has been concluded with the present
importer for the West Coast. In the deferred charges and accrued income, an amount of € 340,000 has been
booked, to be booked in the results over a period of 4 years (pay-back period).
|
135
annual report 2008 Duvel Moortgat Receivables
19. Trade and other receivables
Credit management
The carrying amount of the financial assets represents the maximum credit risk. For 2008: € 57.4 million, for
2007: € 53.4 million. As per 31 December 2008 and 31 December 2007, the group had no concentration of
credit risks.
The aging of trade receivables is as follows:
Aging
Not past due
Past due 0 and 30 days
2008
2007
15,073
11,420
4,655
4,574
Past due 30 and 90 days
1,199
2,714
More than 90 days
1,204
1,087
22,131
19,795
Total
Of the € 2.4 million loans to customers, stated in the item “other receivables”, € 48.000 is past due as per
31 December 2008.
Of the € 2.9 million loans to customers, stated in the item “other receivables”, € 127.000 is past due as per
31 December 2007.
The movements in the impairment is illustrated as follows:
Trade receivables
Movements in
impairment
Balance as per 1/1
Other receivables
Total
2008
2007
2008
2007
2008
2007
2,234
1,410
1,223
376
1,011
1,786
Increase in provision
439
288
280
59
719
347
Decrease in provision
-50
-121
-155
-694
-205
-815
-26
20
0
0
-26
20
Balance as per 31/12
1,773
1,410
501
376
2,274
1,786
The impairment is stated if the recoverable amount on balance date is lower than the nominal value. These
impairments are determined individually. A credit insurance has been concluded that covers the main
debtor risks.
Financial section
Cash and cash
equivalents
20. Cash and cash equivalents
2008
2007
Term deposits over 8 years
1,000
1,000
Term deposits (< 1 month)
12,554
14,968
Bank balances
16,436
12,915
Cash
28
49
Total
30,018
28,932
The term deposit over 8 years is a “tak 26” investment that can be called free of charge every three months. It
has been entered into at the end of December 2005.
The other deposits are short term deposits. The weighted average interest rate in 2008 amounted to
3.899%.
21. Capital and reserves
Nature of transaction
12/03/1931
Incorporation
29/12/1952
Capital increase by incorporation of reserves
26/03/1999
Share split of outstanding shares by 1000
21/06/1999
Capital increase in cash
Number of shares
Share capital (in €)
5,000
123,947
-
128,905
5,000,000
-
341,390
12,394,676
16/12/2005
Capital increase by exercising warrants
12,120
28,698
19/06/2006
8,520
20,174
26/06/2007
Total
In 2008, there was no change in capital.
4,000
9,480
5,366,030
12,705,880
137
|
Date
annual report 2008 Duvel Moortgat History of
share capital
21.1 History of share capital
21.2 Shareholder structure as per 31/03/09
Information per
number of shares
% of the total number
(non-diluted)
% of the total
number (diluted) (*)
01/09/08(1)
3,438,624
64.08%
64.00%
Veerle Baert
07/04/2004(2)
546,291
10.18%
10.17%
Other family shareholders
07/04/2004(2)
37,709
0.70%
0.70%
Sinvest
07/04/2004(2)
16,000
0.30%
0.30%
125,333
2.34%
2.33%
3,563
0.07%
0.07%
Public
1,198,510
22.34%
22.31%
Total
5,366,030
100%
Shareholder
Shareholder structure
Fibemi
Treasury shares
Employees
dilution calculated based on 7 200 attributed and exercisable warrants as per 31 December 2008. there are no attributable and/or exercisable warrants other
than these 7 200 warrants.
(1)
situation on 1/09/2008 based on the notice FIBEMI made with regard to the transitional arrangement resulting from article 29 of the transparency legislation.
(2)
based on the transparency statement made on that date.
(*)
Legal information in conformity with Article 15 and in conformity with the transitional arrangement
resulting from Article 29 of the Transparency Legislation (Law 02/05/07 – BS 12/06/07)
Basic information
Total capital
12,705,880 €
Total number of voting shares
5,366,030
Total number of shares (= denominator)
5,366,030
Additional information
Outstanding warrants
7,200
Total number of voting rights that can be obtained when warrants are excercised
7,200
The statutory threshold is 3% in conformity with Article 8 of the Company’s Articles of Association.
Duvel Moortgat received a notice regarding the transitional arrangement resulting from Article 29 of
the Transparency Legislation. This notice states that on 1 September 2008, Fibemi NV holds 3,438,624
Duvel Moortgat voting shares. Based on the denominator of 5,366,030 voting shares on the same date,
this participation equals 64,08%. Fibemi, a “stichting administratiekantoor” following Dutch Law, in turn
controls Fibemi NV. Lema NV, Bemo NV and LP Invest NV each hold 1/3 of the certificates of “Stichting
Administratiekantoor Fibemi” and jointly control this “Administratiekantoor”. Michel Moortgat controls
Lema NV, Bernard Moortgat controls Bemo NV and Philippe Moortgat controls LP Invest NV.
Duvel Moortgat received a notice regarding the transitional arrangement resulting from Article 29 of
the Transparency Legislation. This notice states that on 1 September 2008, Insinger de Beaufort Asset
Management NV holds 184,663 Duvel Moortgat voting shares. Based on the denominator of 5,366,030
voting shares on the same date, this participation equals 3.44%.
Financial section
Duvel Moortgat received a notice regarding the purchase or transfer of shares of Insinger de Beaufort Asset
Management NV. This notice states that the participation dropped below the 3% statutory threshold on
27/10/2008.
21.3 Treasury shares
The Group acquired 46,197 treasury shares in the pas financial year. On 31/12/2008, the total portfolio of
treasury shares amounts to 81,163 shares with a total value of € 2,442,742. These shares represent 1.5% of
the share capital and are deducted from the equity. In the statuary annual report of Duvel Moortgat nv,
according to the regulations concerned, an extraordinary reserve not available for distribution was stated to
the amount of € 2,442,742.
21.4 Dividends
Per share €
Total €
Net dividend per share
0.75
3,930,523
Withholding tax 25/75
0.25
1,310,174
Gross dividend per share
1.00
5,240,697
Pay out ratio
139
|
43.04%
Aandelen
Number of shares
5,366,030
Number of treasury shares as per 31/03/09
(125,333)
Number of shares entitled to dividend payment
5,240,697
Should this proposal be approved, the net dividend of € 0.75 per share will be payable from 18 May 2009
(payment date) onwards at Fortis Bank and Dexia Bank (payment agents) and Bank Degroof (primary
payment agent) on presentation of coupon no. 10. The coupons of own shares (125,333 shares) are
destroyed.
In 2008, the gross dividend over 2007 to the amount of € 4,264,851 was paid out. The gross divided per
share amounted to € 0.80.
21.5 Earnings per share
See note 9
annual report 2008 Duvel Moortgat Dividend
The following dividend payment has been proposed by the Board of Directors after balance sheet date:
22. Interest bearing loans and borrowings
22.1 Amounts payable after more than 1 year
2008
2007
loans with credit institutions
19,986
18,343
Total
19,986
18,343
Subordinated loan
238
259
Trade payables
524
550
Consigned packaging
12,344
11,394
Total
13,106
12,203
Amounts payable
after more than 1 year
Interest bearing
Other debts
The ‘loans with credit institutions’ of € 20 million mainly consists of the following:
A € 8.3 million loan contracted with regard to the bottling plant investment on 10/12/2002. A
reimbursement on this loan amounting to € 4.5 million has taken place. In 2009 a following instalment of
€ 1.8 million will be reimbursed. This loan was contracted at an interest rate that is revised yearly. This rate
amounted to 3.801% in 2008.
A € 12 million loan contracted with regard to the brewery hall investment and the purchase of the Brasserie
d’Achouffe. On 25/10/2007, this loan was taken out completely. In 2008, € 0.2 million was reimbursed. In
2009 also, € 0,2 million will be reimbursed. This loan was contracted at an interest rate that is revised yearly.
This rate amounted to 5.254% in 2008.
A € 3 million loan also contracted with regard to the brewery hall investment and the purchase of the
Brasserie d’Achouffe. On 31/12/2006, this loan was fully withdrawn. Of this loan, € 1 million is reimbursed. An
additional reimbursement of € 0.5 million will take place in 2009. This loan was contracted at an interest rate
that is revised quarterly. The average rate amounted to 5.37% in 2008.
A € 4.5 million loan was contracted on 4/07/2008 for the purchase of the Liefmans assets. In 2009, € 0.64
million will be reimbursed. This loan was contracted at an interest rate that is revised half-yearly. In 2008, this
rate amounted to 5.765%.
Financial section
Due to a change of 100 base points in the interest rate as per report date, the results should have increased
or decreased by € 229,000 (2007: € 192,000). It is assumed that all other variables, notably the exchange rates,
remain constant. The analysis was carried out for 2007 based on the same assumptions.
Consigned packaging € 12.3 million (2007: € 11.4 million).
Consigned packaging is billed to the clients and stated at the client balance on the one hand, and on the
liabilities balance on the other hand. In the ongoing trade relation, delivered and returned packaging is
billed on each occasion. That way, the initial consignment remains permanent on the liabilities balance until
all packaging should be taken back as a result of closing-down, for example. In going concern, we consider
this a long-term debt, an amount we actually never pay back.
Interest bearing
2008
2007
Loans with credit institutions
4,242
3,734
|
141
22.3 Terms and debt repayment schedule
2007
Terms and debt
repayment schedule
Subordinated loans
Carrying amount
contractual
cash flows
1 year or less
2 to 5 years More than 5 years
259
259
0
0
259
Interest bearing loans with credit institutions
22,077
28,937
4,613
10,239
14,085
Trade payables
14,055
14,055
14,055
0
0
Other payables
811
811
811
0
0
Total
37,202
44,062
19,479
10,239
14,344
2008
Carrying amount
contractual
cash flows
1 year or less
Subordinated loans
2 to 5 years More than 5 years
237
237
0
0
237
Interest bearing loans with credit institutions
24,228
31,470
5,281
11,567
14,622
Trade payables
13,513
13,513
13,513
0
0
Other payables
2,536
2,536
2,536
0
0
40,514
34,243
20,292
8,296
11,927
Total
annual report 2008 Duvel Moortgat Amounts payable
within one year
22.2 Amounts payable within one year
22.4 Sensitivity analysis exchange risks
The group runs a transactional exchange risk on position resulting from the sales or purchases and from
outstanding loans with group partnerships in other currencies than the group currency (EUR).
The group’s exposure to the transactional exchange risk was as follows:
2008
2008
2008
2007
2007
2007
Euro
USD
GBP
Euro
USD
GBP
Loans
5,027
2,154
3,314
5,571
2,047
2,994
Trade receivables
3329
4,632
0
2,298
3,368
0
4876
6,780
4
2,747
3,995
21
A 10 percent increase of foreign currencies with respect to the group currency (EUR) would have increased
(decreased) the results with € 1,366,000 (2007: € 1,072,000). It is assumed that all variables, notably the
interest rates, remain constant. The analysis was carried out for 2007 based on the same assumptions.
The group is running an exchange risk due to the consolidation of foreign partnerships that do not have the
EUR as group currency.
A 10 percent increase (decrease) of foreign currencies with respect to the group currency (EUR) would have
increased (decreased) the results with € 241,000 (2007: € 53,000), and would have decreased (increased)
the capital with € 312,000 (2007: € 315,000). It is assumed that all variables, notably the interest rates, remain
constant. The analysis was carried out for 2007 based on the same assumptions.
23. Fair value
The fair value is not substantially different from the carrying amount of the various financial assets and
liabilities.
The fair value of the trade and other receivables and of the non-derivate financial liabilities is calculated
based on the cash values of future cash flows, which are in their turn discounted at market rate as per end
of the financial year.
Financial section
24. Employee benefits
24.1 Provision for early retirements
Provisions made during the year
2007
446
571
50
-39
Provisions reversed during the year
-93
-86
403
446
A provision for early retirement has been recognized for employees who join the system. In the course of
2008, a provision was recognized for 1 worker and 1 office worker.
24.2 Defined contribution plans
The Group has a number of defined contribution plans in different countries with external insurance
companies. The contributions to these plans are funded by payments from employees and the respective
Group companies. Contributions to defined contribution plans are recognized as an expense in the income
statement as incurred.
The Extraordinary General Meeting of 26 March 1999 created a warrant plan, in which 250,000 warrants can
be issued that entitle the right to subscribe to the same amount of shares. The warrants have a maximum
exercise period of ten years starting as of the issue date. The warrants are issued free of charge and cannot
be exercised before expiration of the third calendar year following the year the warrants were issued. The
20,640 warrants issued in 1999 can be exercised at a price of € 21.57 and, in the meantime, have all been
exercised in the course of 2005 and 2006. In 2005, 11.200 new warrants were issued that can be exercised to
a price of € 25.54.In 2007, 4,000 of theses warrants were exercised.
Within this plan, no further warrants shall be issued given that they are no longer exercisable before the end
of the duration of the plan.
143
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24.3 Warrants
annual report 2008 Duvel Moortgat Provision for
early retirements
2008
25. Provisions
Contractual obligation
Provisions
Soil sanitation
Total
2008
2007
2008
2007
2008
2007
432
235
308
124
124
359
Provisions made during the year
47
0
0
0
47
0
Provisions used during the year
72
73
0
0
72
73
Provisions reversed during the year
0
0
0
0
0
0
210
235
124
124
334
359
The Group is not involved in any significant lawsuits other than current disputes relating to normal business
activities (e.g. disputes relating to unpaid rent and trade debts, etc.).
26. Trade and other payables
2008
2007
13,513
14,055
Social security payables
1,700
2,085
Other payables
2,536
811
Trade and
other payables
Trade payables
Accrued charges and deferred income
Total
2,466
1,596
20,215
18,547
In the heading ‘other payables’, a discounted amount of € 765,000 has been booked for the future estimated
payments concerning the purchase of Brasserie d’Achouffe.
27. Renting and operating leases
Rent as tenant
The Group rents buildings, machines and vehicles. The rent is payable as follows:
Renting and
operating leases
within one year
2008
2007
1,532
1,343
within one to five years
4,056
3,661
after five years
1,486
1,473
Financial section
In the course of the financial year 2008, € 1,948,000 was booked as rent (2007: € 2,009,000).
Rent as letter
The Group lets its investment property (see explanation 13). The future minimum rents to be received are as
follows:
2007
1,814
1,756
within one to five years
8,954
8,668
after five years
5,440
5,267
In the course of the financial year 2008, € 1,814,000 was booked as rental income (2007: € 1,756,000). With
regard to maintenance and renovation of property investments, in the course of the financial year 2008,
€ 112,000 was booked as costs. (2007: € 72,000).
28. Contingencies
There are no contingencies not reflected in the balance sheet. No collateral commitments for credits have
145
|
been made, only a negative pledge has been given.
29. Capital commitments
At the end of 2008, all investments commitments have been started.
30. Related parties
The controlling shareholder is Fibemi, who, in turn, is controlled by the Moortgat family.
No other transactions have taken place between the joined parties other than those who are explicitly
explained.
The remuneration paid to the executive directors, Lema nv as CEO of Duvel Moortgat and Bemo nv as
executive director of Moortgat Immo Services, amounted to € 478,871. This includes the variable part ad
€ 49,641.
annual report 2008 Duvel Moortgat Rent as letter
within one year
2008
The total remuneration paid to the non-executive directors amounts to € 135,200.
The total amount of salaries paid to the directors relating to activities for the consolidating company, its
subsidiaries and associates amounted to € 614,071. This amount is stated in the section “services and other
goods”.
The global remuneration paid to the management committee amounted to € 729,148. The variable part
amounted to € 130,918. The other components amounted to € 7,979.
No extraordinary or deviant compensation regulations have been arranged. All regulations are in
accordance with the market.
No pensions or other amounts are paid to former directors or business managers on that account.
In the course of 2008, no shares or warrants were granted to the CEO or the members of the management
committee.
All transactions between the different Group companies are at arm’s length.
31. Subsequent events
On 15 December 2008, the ‘convention de cession de parts sociales’ of the Hotel de la Vallée des Fées
was signed. The payment and transfer of the shares took place on 30 January 2009. The hotel activities
were terminated at the end of 2008. This former hotel is a part of the Brasserie d’Achouffe site and will be
converted into a visitor centre, seminar and training location, amongst others.
On 17 March 2009, the buildings of the Liefmans brewery in Oudenaarde were acquired for the price of
€ 1,650,000, in implementation of the agreement concluded with the curators on 24 June 2008.
These events do not impact the actual position of the company for the financial year 2008.
The Group is not aware of any other important events that could influence the financial statements closed
on 31 December 2008.
Financial section
7. Declaration by the issuer’s persons responsible.
Duvel Moortgat declares that, to its knowledge:
a)the annual accounts, drawn up in accordance with the applicable standards for annual accounts, give a
true and fair presentation of the equity, financial situation and the results of Duvel Moortgat and of the
consolidated companies;
b)that the annual financial report gives a true and fair presentation of the development and results of
Duvel Moortgat and of the consolidated companies, along with a description of the main risks and
uncertainties they face.
Michel Moortgat
CEO
Herbert De Loose
CFO
8. Abbreviated statutory accounts of Duvel Moortgat NV
the Board of Directors and the statutory auditor’s report are filed with the Belgian National Bank. These
documents are available free of charge upon simple request at the Company’s registered office. They will
also be available at the Company’s web site. The statutory auditor’s report on the annual accounts was
unqualified.
|
version. In compliance with article 98 of the Belgian Company Code, the annual accounts, report of
147
annual report 2008 Duvel Moortgat The statutory accounts of the parent company, Duvel Moortgat NV, are presented below in abbreviated
Assets
NON-CURRENT ASSETS
I Start-up expenses
II Intangible assets
2007
2006
in thousand €
in thousand €
in thousand €
91,420
86,511
76,237
0
0
0
1,881
373
376
III Property, plant and equipment
45,769
42,862
33,796
IV Financial assets
43,770
43,276
42,065
CURRENT ASSETS
43,051
36,883
31,598
2,893
2,333
1,505
22,572
19,768
18,732
VI Inventories
VII Amounts receivable within one year
VIII Short-term investments
4,857
4,494
3,998
11,745
9,108
6,684
984
1,180
679
134,471
123,394
107,835
EQUITY
80,690
74,882
69,412
I Issued capital
12,706
12,706
12,696
IX Cash
X Deferred charges and accrued income
TOTAL ASSETS
Liabilities
2008
II Share premium
489
489
396
IV Reserves
20,223
20,253
19,602
V Retained earnings
47,272
41,434
36,714
VI Investment grants
0
0
4
PROVISIONS AND DEFERRED TAXES
689
746
848
VII A Amounts payable after one year
527
569
695
VII B Deferred tax liabilities
162
177
153
PAYABLES
53,092
47,766
37,575
VIII Amounts payable after one year
29,052
27,137
20,952
IX Amounts payable within one year
22,752
20,037
16,225
1,288
592
398
134,471
123,394
107,835
X Accrued charges and deferred income
TOTAL LIABILITIES
2007
2006
in thousand €
in thousand €
in thousand €
I Operating revenue
85,918
75,976
69,989
II Operating expenses
-71,875
-60,819
-56,658
14,043
15,157
13,331
3,817
857
696
III Operating profit before financing costs
IV Financial income
V Financial expenses
-2,895
-2,087
-1,274
VI Profit on ordinary activities before tax
14,965
13,927
12,753
VII Exceptional income
0
0
0
VIII Exceptional expenses
0
0
0
14,965
13,927
12,753
16
16
16
0
-40
-2
X Income tax expense
-3,932
-4,267
-3,933
XI Profit of the year
11,049
9,636
8,834
IX Profit for the period before tax
IX bis A Transfer from deferred taxes
IX bis B Transfer to deferred taxes
XII Transfer from tax-exempt reservess
30
27
26
Transfer to tax-exempt reserves
0
-677
-305
XIII Profit for the period available for appropriation
11,079
8,986
8,555
A Profit available for appropriation
52,513
45,700
40,551
1 Profit for the period available for appropriation
11,079
8,986
8,555
2 Profit brought forward from previous financial year
41,434
36,714
31,996
0
0
0
0
0
0
149
|
Appropriation of profit
2008
B Withdrawal from shareholders’ equity
2 To reserves
C Transfers to shareholders’ equity
0
1
2
2 To legal reserves
0
1
2
3 To other reserves
0
0
0
D Retained earnings
47,272
41,434
36,714
1 Retained earnings
47,272
41,434
36,714
E Profit to be distributed
5,241
4,265
3,835
5,241
4,265
3,835
1 Dividends to shareholders
annual report 2008 Duvel Moortgat Income statement
Financial section
9. Summary of accounting policies
of Duvel Moortgat NV
A. PRINCIPLE
The accounting policy is determined in accordance with the stipulations of the Royal Decree of 30 January
2001 on the implementation of the Code of Companies.
All items are valued at nominal value, unless otherwise stipulated.
B. SPECIAL REGULATIONS
Preliminary flotation
The preliminary flotation is valued at their purchase or deposit value and depreciated according to the
linear method at a rate of 20%.
Intangible assets
These assets are valued at their purchase or deposit value and depreciated according to the linear method
at a rate of 20%.
Property, plant and equipment are valued at purchase value. Additional costs, other than the additional
costs on industrial buildings, are completely depreciated in the year that they are purchased. New
investments in industrial buildings and installations of the production equipment are depreciated
degressively as of the financial year 1996. The other depreciations are calculated according to the linear
method based on the expected life span of these assets. The percentages used fluctuate from 2% to 33%.
The year of implementation is depreciated pro rata temporis.
Financial assets
Participations are valued at purchase value. Receivables on companies with whom participation relations
are established, are valued at nominal value. On participations and receivables on which permanent and
long-lasting net losses are established, the necessary impairments are applied.
Financial section
Stocks
Stocks are valued in the following manner
-
raw materials: at purchase price or at market value, in the case it is lower
-
goods being processed: at price of raw material
-
finished products: price of raw material + directly applicable bottling costs
-
commodities: at purchase price or at market value, in the case it is lower
Receivables
Receivables are valued at nominal value. Impairment losses are stated if the recoverable amount on the
balance sheet date is lower than the nominal value. These impairment losses are stated on a case-by-case
basis.
Provisions for risks and costs
Provisions are stated to cover clearly defined losses or costs that are probable or certain on the balance
sheet date, but whose amount is not yet established.
Foreign currencies
The monetary items of the balance sheet that are stated in foreign currencies are converted at the current
closing rate as per balance sheet date. Negative conversion differences that correspond to deferred losses
are stated to the account of the results. On the other hand, positive conversion differences that correspond
to deferred profits are stated on the liabilities of the balance sheet, in conformity with the precautionary
10. Statement of capital of Duvel Moortgat NV
Company
capital
Issued capital at the end of the previous year
Composition of the capitel
Financial year
Previous financial year
12,705,879.73
12,705,879.73
Amounts
Number of shares
12,705,879.73
5,366,030
Types of shares
Capital shares
Registered
3,375,458
Bearer shares
1.990,572
Treasury
shares
Financial year
Held by the company
Capital amount
Number of shares
192,356.31
81,163
principle.
151
11. Report by the statutory auditors
To the shareholders of Duvel Moortgat nv:
We have audited the consolidated balance sheet of DUVEL MOORGAT nv. and its subsidiaries as of
31 December 2008, as well as the consolidated income statement, cash flow statement and notes to
the accounts of Duvel Moortgat for the year ended. Total assets on 31 December 2008 amounted to
€ 167 471 (000) and the profit for the financial year to € 12 178 (000).
Unqualified approval of the consolidated financial statements
The preparation of the consolidated accounts is the responsibility of the board of directors. This
responsibility implies amongst others: elaborating, implementing and maintaining an internal control
with regard to elaborating a true reproduction of the consolidated accounts that do not contain any
abnormalities of material interest, as a consequence of fraud or error; choosing and applying the proper
basis for financial reporting; making financial estimates reasonable under the circumstances.
It is our responsibility to express our opinion on these consolidated accounts based on our audit.
Our examination was carried out in accordance with the “International Standards of Auditing” of the
“International Federation of Accountants”. These standards specify that our audit must be planned and
conducted in such a way as to produce a reasonable assurance that the consolidated accounts are free of
material misstatement, as a consequence of fraud or error.
In accordance with these standards, we have examined the Company’s administrative and accounting
systems and its internal audit system. We have examined sample documents to verify the accuracy of the
amounts stated in the consolidated accounts. We have also examined the soundness of the accounting
policies, consolidation principles, significant accounting estimates and overall presentation of the
consolidated accounts. The Company’s management has replied clearly at all times to our requests for
explanations and information. We consider that these examinations provide a reasonable basis on which to
form our opinion.
Based on these examinations, it is our opinion that the attached consolidated accounts give a true and
fair view of the assets and liabilities and the financial situation of Duvel Moortgat nv and its subsidiaries
on 31 December 2008, together with the financial achievements of their activities and their cash flow for
the year ending on this same date, in accordance with the “International Financial Reporting Standards”, as
published by the International Accounting Standards Board (IASB).
Financial section
Additional certifications
The preparation and content of the financial statements is the responsibility of the board of directors.
It is my responsibility to include in this report the following additional certifications which do not modify my
audit opinions on the consolidated accounts.
The financial statements for the year concluded on 31 December 2008 contain the information as
required by law and are in accordance with the financial accounts. I am, however, unable to comment
on the description of the principal risks and uncertainties which the group is facing, and of its situation,
its foreseeable evolution or the significant influence of certain facts on its future development. I can
nevertheless confirm that the matters disclosed do not present any obvious contradictions with the
information of which I became aware during our audit.
The Board of directors informed you in the consolidated annual report, according to the articles 523 en 524
of the Belgian Company code, about the decisions taken with respect to the purchase (€ 419.000) and the
sale (€ 300.000) of real estate, this within the scope of the conflict of interests. The legal procedure has been
complied with.
Without prejudice to formal aspects of secondary importance, the consolidated annual accounts of the
International Financial Reporting Interpretation Committee (IFRIC), as adopted by the European Union.
Haacht, 27 March 2009,
De Roover & C° Statutory Auditors bvba
Commissioner
Represented by
Guy De Roover
Statutory Auditor
153
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as published by the International Accounting Standards Board (IASB) and its interpretations issued by the
annual report 2008 Duvel Moortgat Duvel Moortgat Group are prepared in accordance with the International Financial Reporting Standards,
12. Adressen en verdere gegevens
1
Duvel Moortgat nv
Exploitatiezetel
8
Breendonkdorp 58
Palackého 135, 664 61 Rajhrad u Brna
Breendonkdorp 58
2870 Puurs
Czech Republic
2870 Puurs
Ondernemingsnummer: 0400.764.903
Tel: +420 (0) 5 472 300 31
tel: +32 (0)3 860 94 00
Fax: +420 (0) 5 47229134
tel: 32 (0)3 860 94 28
fax: +32 (0)3 886 46 22
www.bernard.cz
fax: 32 (0)3 860 94 29
www.duvel.com
E-mail: [email protected]
9
5
Brewery Belâme ltd
Breendonkdorp 58
2
Brouwerij Steendonk nv
(Brewery Ommegang)
2870 Puurs
Breendonkdorp 58
656 County Highway 33
2870 Puurs
Cooperstown NY 13326
tel: 32 (0)3 860 94 00
USA
fax: 32 (0)3 886 46 22
tel: +32 (0)3 886 71 21
tel: +1 (0)607 544 1800
fax: +32 (0)3 886 46 22
fax: +1 (0)607 544 1801
10 Eura - Drinks nv
www.ommegang.com
Breendonkdorp 58
2870 Puurs
Exploitatiezetel
Steenhuffeldorp 3
6
Freya’s Deli Fruit nv
tel: 32 (0)3 886 71 21
1840 Steenhuffel
Breendonkdorp 58
fax: 32 (0)3 886 46 22
tel: +32 (0)52 30 02 17
2870 Puurs
fax: +32 (0)52 30 41 67
11 Beer & Selected Beverages eesv
tel: 32 (0)3 860 94 00
Zalmweg 27
3
Rodinný Pivovar Bernard as
fax: 32 (0)3 886 46 22
4941 VX Raamsdonksveer
5,kvetna 1, 396 01 Humpolec
Nederland
Czech Republic
7
tel: +31 (0)162 581 100
Tel: +420 (0)565 532 407
Achouffe 32
fax: +31 (0)162 523 385
Fax: +420 (0)565 532 183
6666 Wibrin - Houffalize
[email protected]
www.bernard.cz
tel: 32 (0)61 28 81 47 - 32 (0)61 28 82 78
12 Duvel Moortgat France sarl
fax: 32 (0)61 28 82 64
35 Chemin du Mas
4
Sladovna Bernard as
www.achouffe.be
F 69370 Saint-Didier au Mont d’or
5,kvetna 1, 396 01 Humpolec
Frankrijk
Czech Republic
tel: +33 (0)437 59 82 30
Tel: +420 (0)565 532 407
fax: +33 (0)478 66 15 65
Fax: +420 (0)565 532 183
www.duvel.com
www.bernard.cz
Financial section
21 LFB Développement sa
21 Railroad Avenue #32
62 Wilson Street
8 Rue des Jardiniers
Cooperstown, NY 13326
London EC2A 2BU
F 54000 Nancy
USA
Verenigd Koninkrijk
Frankrijk
tel: +1 607 544 1208
tel: +33 (0)3 83 30 23 20
fax: +1 607 544 1801
Exploitatiezetel
fax: +33 (0)3 83 30 23 21
www.duvelusa.com
134 - 146 Curtain Road
www.lesfreresberthom.com
Shoreditch , London
E-mail:
EC2A 3AR
[email protected]
14 Groupement Bières Spéciales Geie
Verenigd Koninkrijk
13 rue Pasteur
tel: +44 (0)20 7729 7216
22 LFB Expansion sas
F 62410 Bénifontaine
fax: +44 (0)20 7729 3893
8 Rue des Jardiniers
Frankrijk
E-mail:
F 54000 Nancy
tel: +33 (0)3 21 79 39 39
[email protected]
Frankrijk
fax: +33 (0)3 21 79 39 38
tel: +33 (0)3 83 30 23 20
E-mail : [email protected]
fax: +33 (0)3 83 30 23 21
18 Duvel Moortgat Hong Kong Ltd
ICBC Tower, Citibank Plaza, 21F
15 Belgabar (UK) Ltd
3 Garden Road, Central
23 LFB Strasbourg
134 - 146 Curtain Road
Hong Kong
Sarl Les Tripiers
Shoreditch , London
2 Place des Tripiers
EC2A 3AR
19 Duvel Moortgat Shanghai Ltd
F 67000 Strasbourg
Verenigd Koninkrijk
Xinzha Lu 1508, 5A01
Frankrijk
tel: +44 (0)20 7729 7216
200040 Shanghai
tel: +33 (0)3 88 32 81 18
fax: +44 (0)20 7729 3893
PR China
fax: +33 (0)3 88 32 27 62
www.barmusichall.com
tel: +86 (0)21 62 55 79 19
fax: +86 (0)21 62 55 79 20
24 LFB Clermont-Ferrand
E-mail:
Sarl L’étoile
16 Force de Vente Service
[email protected]
6-8 Place de l’Etoile
13 rue Pasteur
F 63000 Clermont-Ferrand
F 62410 Bénifontaine
20 DRC sa
Frankrijk
Frankrijk
2, Rue Nicolas Bové
tel: +33 (0)4 73 31 01 65
tel: +33 (0)3 21 79 39 34
L -1253 Luxembourg
fax:+33 (0)4 73 31 01 65
fax: +33 (0)3 21 79 39 38
Luxembourg
tel: +352 (0) 22 73 43 1
fax: +352 (0) 22 73 47
155
|
17 Duvel Moortgat UK Ltd
annual report 2008 Duvel Moortgat 13 Duvel Moortgat USA, Ltd
25 LFB Tours
29 Moortgat Immo Services nv
Sarl Comtours
Breendonkdorp 58
5 Rue du commerce
2870 Puurs
F 37000 Tours
Frankrijk
tel: +32 (0)3 886 71 21
tel: +33 (0)2 47 20 01 66
fax: +32 (0)3 886 46 22
fax : +33 (0)2 47 20 40 04
30 Parallel nv
26 LFB Grenoble
Breendonkdorp 58
Sarl Saint Hugues
2870 Puurs
1 Rue de Saint Hugues
F 38000 Grenoble
tel: +32 (0)3 886 71 21
Frankrijk
fax: +32 (0)3 886 46 22
tel: +32 (0)4 76 01 81 17
fax :+32 (0)4 76 01 96 56
31 L.D.V. Immo nv
Breendonkdorp 58
27 LFB Nancy
2870 Puurs
Sarl Stannancy
5 Rue Stanislas
tel: +32 (0)3 886 71 21
F54000 Nancy
fax: +32 (0)3 886 46 22
Frankrijk
tel: +32 (0)3 83 48 57 50
32 Espace Belge à Paris Geie
fax :+32 (0)3 83 31 66 48+B70
Steenhuffeldorp 3
1840 Steenhuffel
28 LFB Lyon
tel: +32 (0)52 30 94 81
Sarl Fousseretlyon
fax: +32 (0)52 30 41 67
2 Place Ennemond Fousseret
F69005 Lyon
33 Duvel Moortgat Nederland
tel: +32 (0)4 78 28 44 10
Zutphenseweg 29 b
fax :+32 (0)4 78 28 43 91
7418 AH Deventer
Nederland
tel: +31 (0)570-660960
Fax:+31 (0)570-625202
Duvel Moortgat nv
T +32 (0)3 860 94 00
F +32 (0)3 886 46 22
email: [email protected]
website: www.duvel.com
081730 - www.lannooprint.be
Breendonkdorp 58
2870 Puurs | België

ANNUAL REPORT DUVEL VEDETT MAREDsOUs ChOUffE

Transcription

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