report 2009 - Berndorf AG
Transcription
report 2009 - Berndorf AG
REPORT 2009 FACTS & FIGURES in Euro million 2009, 2008, 2007 , 2006 , Net sales 337.0 446.0 232.5 217.7 Operating income 330.7 453.1 253.2 216.1 17.3 35.3 25.0 17.3 Net profit 0.3 16.1 21.3 12.4 Cashflow 32.7 48.6 33.5 26.9 106.6 113.1 101.7 78.0 18.3 10.3 30.6 14.0 Fixed assets 115.8 117.8 113.0 74.1 Working capital** 126.6 139.4 52.0 59.7 Total assets* 262.2 304.5 282.3 178.1 Return on result from ordinary activities 5.2% 7.8% 9.9% 8.0% Return on cashflow 9.9% 10.7% 13.2% 12.5% Equity ratio* 40.7% 37.1% 36.0% 43.8% Long term capital ratio** 70.7% 60.4% 49.1% 58.3% 2,136 2,383 2,288 1,068 0.15 0.19 0.19 0.20 Result from ordinary activities Equity Interest bearing net debt* Headcount Sales per employee*** * ** *** minus cash & marketable securities according to company standards in relation to total number of employees excluding HASCO (1,368) since HASCO was not included in the 2007 result CONTENT Introduction Page 2 Organisation Chart Page 4 The companies of Berndorf AG Page 6 History Strategy & positioning Branches Milestones Status report Page 22 Market conditions Sales Income Financial position Investments Research & developement Workforce Riskmanagement Outlook Report of the supervisory board Financials Page 31 Balance sheet Income statement Cashflow Audit opinion Adresses Page 38 BERNDORF AG 2009 1 Franz Viehböck, CTO Peter Pichler, CEO Dietmar Müller, CFO Dear friends of Berndorf, After several years in which the Berndorf Group grew organically and through acquisition and regularly exceeded its previous year‘s performance, in 2009 we faced a global recession, the likes of which few of us had ever experienced. Following a partial collapse of the financial markets, we witnessed a dramatic change that would bring to an end the period of continuous growth we had enjoyed since 2003. The crisis, which was unusual in both its severity and its speed, led to a fall in sales and earnings which, although anticipated, was unprecedented within the recent history of the Berndorf Group. The result was serious decreases in certain segments (not just for the Berndorf Group but also for other companies) of up to 25% in sales and order inflow, although the impact may have been overstated in some sectors. The present, unusually robust recovery in exports shows that the business environment has now become much more volatile and that we need to find new ways of dealing with this situation. Taking a longer term view, we see that growth accelerated between 2006 and 2008 to a level that was higher than in the previous years. In the same way that this sudden increase in growth may have been overstated to some degree, the severity of the downturn may also have been exaggerated. What we do know for certain is that, after a number of good years, the Berndorf Group experienced a strong downturn in 2009, demonstrating quite clearly that fluctuations in economic activity are increasing in severity and that the business environment is becoming more volatile and thus more difficult to deal with. 2 BERNDORF AG 2009 INTRODUCTION Against this background, we firmly believe that we achieved a respectable result. Although the Berndorf Group companies, as suppliers of capital goods, are very exposed to the fluctuations of the economic cycle, we were able to respond to events appropriately for a number of reasons. We identified the crisis in good time and reacted quickly to it. We had been able to prepare ourselves for the eventuality in previous years by accumulating reserves and being forward-looking in our risk management planning and, of course, taking full advantage of our strengths as a conglomerate. The impact of the crisis was felt by the various Berndorf Group divisions at different times. Thanks to the good communications that exist within the Group, each part of the Group was able to learn from the experience of the others. Nevertheless, painful cutbacks were unavoidable in the year under review and we were forced to reduce the size of the workforce for the first time in many years. These decisions were not easy and were implemented with a maximum of sensitivity. All of our senior managers and employees had to deal with a new set of challenges in 2009. We know from experience how important it is to have the kind of mutual trust that we have been able to establish over recent years. Particularly after a crisis that was largely characterised by a loss of confidence, we are grateful that we still enjoy a confident and positive relationship not only with our workforce but also with our customers and suppliers. We would like to thank all members of our workforce who have proven themselves during this crisis, and the Works Council and Supervisory Board for their valued cooperation. This has been very influential in helping us make the right decisions with a minimum of delay. BERNDORF AG 2009 3 The companies of Berndorf AG ORGANIZATION CHART G R O U P B E R N D O R F G R O U P 4 C O N S O L I D A T E D TOOL & MOULD MAKING HASCO Hasenclever GmbH + Co KG HASCO Austria GmbH HASCO Romania S.R.L. PROCESS- & SURFACE TECHNOLOGY Berndorf Band GmbH Berndorf Band Engineering GmbH Berndorf Belt Technology, Inc. HEAT TREATMENT Aichelin GmbH Aichelin Service GmbH EMA Indutec GmbH POOL CONSTRUCTION Berndorf Metall- und Bäderbau GmbH Berndorf Metallwaren GmbH Berndorf Metall- und Bäderbau AG MACHINERY, BELTS Berndorf Belt Systems Inc. Nippon Belting Co., Ltd. Steel Belt Systems s.r.l. HEAT TREATMENT Aichelin Brasil Ltda. Aichelin Heat Treatment Systems Inc. Ltd. POOL CONSTRUCTION JOINT VENTURES INDUSTRY PC Electric GmbH Joh. Pengg AG Lumpi-Berndorf Draht- und Seilwerk GmbH BERNDORF AG 2009 The companies of Berndorf AG ORGANIZATION CHART RUNO Rundteile GmbH SFR Formenbau GmbH HATAG Handel & Technik HASCO formservice AB Hueck Rheinische GmbH Hueck Engraving GmbH & Co. KG Berndorf Hueck America, Inc. NOXMAT GmbH Four Electrique Delémont S.A. SAFED France S.A.S. SAFED Industrieöfen GmbH Aichelin Heat Treatment Systems (Beijing) Co. Ltd. Berndorf Bäderbau s.r.o. PROCESS EGINEERING Silica Verfahrenstechnik GmbH Silica Anlagenbau GmbH & Co. KG Berndorf Sondermaschinenbau GmbH Berndorf Steel Belt Systems Ltd. Co. Beijing Baidefu Technology Developement Co., Ltd Rheinische Technology GmbH Berndorf Bäderbau Polen sp. z o.o. Berndorf Bäderbau SK s.r.o. Berndorf Bäderbau Hungária Kft. Berndorf Bäderbau Rumänien s.r.l. JOINT VENTURES SERVICE Imagination Computer Services GmbH Online Media Communications Design GmbH Atensor Engineering and Technology Systems GmbH BERNDORF AG 2009 5 The companies of Berndorf AG HISTORY 1843 Alfred Krupp and Alexander Schoeller found Berndorfer Metallwerke and produce cutlery that should be affordable to everyone 1856 The company makes its first profits 1870 More than 1,000 employees 1874 First company in Austria using electricity 1900 Global market leader for tableware, approximately 3,000 employees 1924 Approximately 6,000 employees 1932 Creditanstalt takes over ownership; due to the worldwide economic crisis, plants are closed and people laid off or put on short time, 800 employees 1938 Incorporation into the Krupp Group, arms production 1945 Company under Soviet administration, removal of all machinery 1957 Merger with the Ranshofen aluminium plant to form Vereinigte Metallwerke Ranshofen-Berndorf 1986 Restructuring and reorganisation under Norbert Zimmermann’s leadership 1988 Management buy-out by nine-member management team Global market leader 1957 Foundation of 1874 1932 1900 1843 6 BERNDORF AG 2009 1856 1986 1924 Berndorfer Metallwerke Vereinigte Metallwerke Ranshofen-Berndorf The companies of Berndorf AG New Board of directors Acquisitions of HASCO, SAFED und Rheinische Press Pad 2009 2007 2008 Beginning of a global financial crisis 2005 Management-Buy-out 1997 2001 Participation in Silica Verfahrenstechnik 1991 Participation in PC Electric 1994 Acquisition of Schoeller-Bleckmann 1995 Acquisition of Aichelin 1997 Flotation of Schoeller-Bleckmann on EASDAQ in Brussels 1988 Flotation SBO Participation in Joh. Pengg Cooperation between Berndorf Band and Hueck Engraving 1999 Sale of cutlery division to Guy Degrenne 2001 Capital increase of Schoeller-Bleckmann and reduction of shares to 31%, start 2005 of an investment programme worth EUR150 million at Schoeller-Bleckmann Joint venture of Lumpi-Berndorf Draht- und Seilwerk 2006 Acquisitions of HASCO, SAFED and Rheinische Press Pad 2007 New Board of Directors at Berndorf AG 2008 BERNDORF AG 2009 7 The companies of Berndorf AG STRATEGY & POSITIONING Medium suzed companies, The Berndorf Group comprises a number of internationally active companies managed decentralized which are very well positioned in niche markets. These medium-sized companies are managed on a decentralized, entrepreneurial basis by managing directors who are fully authorised to take swift, strategic decisions. This structure enables us to respond quickly and flexibly to customer and market needs. Our corporate culture emphasises trust and openness. The fact that managing directors and employees own profit participation rights in their own lead companies contributes considerably to the Group’s success by boosting the entrepreneurial involvement of the entire workforce. This employee shareholding scheme, which was revised in 2004, has proved a great success. This direct participation in the success of the company also strengthens the desire of employees to remain with the company. „Hidden champions“ Our policy of strategically positioning our companies in niche markets enables them to gain a substantial share of their market and makes each one of them a „hidden champion“ amongst Austrian and German exporters. Our companies maximise their competitiveness by carefully targeting their product programmes and maintaining an awareness of their own strengths. We believe that our efficient innovation processes and global approach to the marketing of products, solutions and services will secure our market-leading position and drive our future growth. Long term perspective Acquisitions and restructuring are amongst the core competencies of Berndorf AG. We have shown on a number of occasions that we can act quickly to offer successful entrepreneurs, employees, suppliers and customers a partnership opportunity with genuine long-term prospects. Indeed, we place great value on a 8 BERNDORF AG 2009 The companies of Berndorf AG STRATEGY & POSITIONING culture of mutual trust and respect in working towards an optimum solution for all parties. As a result of our many years of experience with acquisitions, we have grown to understand the nature of both international corporations and more traditional, family-owned businesses. After the management buy-out in 1988, the Berndorf Group elected to transform itself into an internationally focused company. Whilst only 2% of our employees worked abroad in 1988, by 2009, this figure had increased to two thirds. International and export sales now account for 90% of Group revenues. The companies in the Berndorf Group specialise in high-tech toolmaking, plant Tool making and plant construction engineering and construction, and metalworking. Our employees are skilled in Metalworking all of the production processes involved in the manufacture of high-tech niche products, including forging, drilling and milling using highly sophisticated, state-of-the-art machines, levelling, grinding, polishing, welding and texturing – all with great precision and to extremely fine tolerances. We also design and develop plant and machinery for innovative process technologies. The Berndorf Group is an international concern with more than 60 production Global outlook and service companies in over 20 countries, mainly in Europe, the USA, China, India and Brazil. Over the past few years, Berndorf AG has turned itself into a successful international group. This success will form the basis for further growth, powered equally by innovation and a strong desire to shape the future. BERNDORF AG 2009 9 The companies of Berndorf AG TOOL & MOULD MAKING 10 BERNDORF AG 2009 The companies of Berndorf AG TOOL & MOULD MAKING With more than 20 locations around the world, Hasco, headquartered in Lüden- Hotrunner technology scheid in North Rhine-Westphalia, is a leading specialist partner to the tool and mould making industry. Its production range includes standard mould units, hot runner systems as well as custom designs – all backed by extensive technical service and support. Standard mould units are the basic component of injection moulding and punching. The company was established in 1924 and grew from modest beginnings as a small workshop into an international industrial enterprise. The invention by Rolf Hasenclever in 1959 of the first modular system for the production of injection moulding tools for use with metal and plastic marked the beginning of a very successful period. This system, which was granted worldwide patents, remains state-of-the-art today. Hasco accounted for around one quarter of the Berndorf Group‘s total sales volume in 2009. The Group‘s largest acquisition after the 1988 management Standards: Basic elements in mouldma- buy-out, Hasco complements the other Berndorf Group companies in several king and tooling respects. Hasco is a successful B2B niche supplier in the metalworking industry. It serves an international customer base and is well positioned as one of the top-three suppliers in the industry. Hasco is known for the exceptionally high quality of its products, and its steady stream of innovations has helped it gain an excellent reputation amongst its customers. BERNDORF AG 2009 11 The companies of Berndorf AG PROCESS & SURFACE TECHNOLOGY 12 BERNDORF AG 2009 The companies of Berndorf AG PROCESS & SURFACE TECHNOLOGY Berndorf Band Steel belts Berndorf Band produces endless steel belts and press plates which are used primarily by the wood, food and chemical industries. These belts are incorporated into complex industrial machines and systems, as well as into more straightforward belt conveyor systems. Materials used for the belts include stainless steel, carbon steel and titanium. Up to 200 metres in length and just a few millimetres thick, the belts must be insensitive to pressure and temperature fluctuations during production processes. The quality of the belts depends greatly on the quality of their surface finish, and Berndorf Band is able to achieve a mirror-finish even after welding. These highly polished belts are used, for example, in the production of optical films for LCD screens. Berndorf Band Engineering Berndorf Band Engineering is the world leader in the optimisation of continuous production processes in which steel belts play a key role. It helps companies in Press plates for pearl and quartz decors the plastic, paper and food industries develop and optimise their processes. Press plate technology and surface treatment The Hueck Rheinische group of companies, headquartered in Viersen, Germany, is the world‘s leading specialist in surface textured press plates and in surface decoration technology for HPL sheets, short cycle press plates and press pads. Hueck Rheinische products are used in the wood and wood laminating industries, where the company‘s advanced technologies have earned it an unrivalled reputation. Press plates are used in the production of laminated timber products to produce the kind of surface textures that are popular for furniture and flooring. BERNDORF AG 2009 13 The companies of Berndorf AG HEAT TREATMENT 14 BERNDORF AG 2009 The companies of Berndorf AG HEAT TREATMENT Aichelin is a world leading manufacturer of industrial plants for the heat treat- Plants for the automotive industry ment of metal components. Most of the plants are deployed in the automotive and auto component industry, in hardening shops, in the screw fastener and roller bearings industries, as well as by manufacturers of high volume, high tolerance parts. The company produces electrically- and gas-heated furnaces including, for example, multi-purpose chamber, pusher type, conveyor belt, ring hearth, rotary hearth and roller hearth furnaces. Aichelin’s subsidiary EMA Indutec GmbH is a technology leader in induction hardening plants and frequency converters. Noxmat GmbH is a specialist manufacturer of industrial gas burners and controllers, which are used in furnaces for preheating and heat treating ferrous and non-ferrous metals. Plants for semi finished parts The future of the heat treatment sector relies, as in many other sectors, on the deployment of new and energy-efficient technologies. The Aichelin heat treatment plants, whose efficiency has been improved by a variety of innovative measures, not only save money by using less energy; they also help protect the environment and our valuable resources. These energy saving improvements offer major technological benefits, particularly to operators of plants with high energy consumption. Aichelin was the Berndorf Group company with the highest sales in 2009, equivalent to approximately one third of the Group‘s total sales. The Aichelin Group owns companies in Austria, Switzerland and Germany, and has branches in China, India, the USA and Brazil. BERNDORF AG 2009 15 The companies of Berndorf AG POOL CONSTRUCTION 16 BERNDORF AG 2009 The companies of Berndorf AG POOL CONSTRUCTION Berndorf Bäderbau specialises in the construction of turnkey swimming pools crystal light tile and associated equipment. It also acts as general contractor for year-round pools – all of advanced stainless steel construction – and offers tailor-made solutions for a wide variety of applications, from planning through to a ready-to-use pool installation. The company‘s stainless steel pools are suitable for installation in private swimming pools, in hotels and spas, as well as in public swimming pools. The pools are made at the company‘s site in Berndorf as well as at the company‘s new production facility in the Czech Republic. With branches in Germany, Switzerland, the Czech Republic, Slovakia, Poland and Romania, Berndorf Bäderbau is the leading supplier of stainless steel pools in Central Europe. Sales partners in Europe and Russia provide support for projects, which have so far been completed in some 20 countries. Since it was founded in 1960, the company has installed over 5,000 swimming pools. Berndorf Bäderbau‘s activities are not limited to the installation of swimming pools: Olympic pool in Cluj (Romanie) the company also provides financing and pool management under public/private partnership models. BERNDORF AG 2009 17 The companies of Berndorf AG PROCESS ENGINEERING, JOINT VENTURES 18 BERNDORF AG 2009 The companies of Berndorf AG PROCESS ENGINEERING, JOINT VENTURES Process engineering Adsorption unit for Silica Verfahrenstechnik, based in Berlin, supplies adsorption technology from gas-conditioning design through to turnkey installations. Silica plans and manufactures complete adsorption installations for a variety of applications such as the drying and purification of air and gases, purification of process gases, waste air purification, solvent recovery and natural gas processing. Joint ventures The Group has joint ventures with PC Electric, Joh. Pengg, Lumpi-Berndorf and a number of smaller companies in the services sector. PC Electric produces industrial connectors, earthed plugs, switches and plastic distribution boxes. With exports accounting for 80% of its sales, the company is one of the world‘s leading suppliers of CEE connectors. Its branches and subsidiaries in Poland, Germany and Sri Lanka are well placed to supply local markets flexibly and quickly. Plug units Joh. Pengg AG specialises in high specification wire products for use in springs and spring assemblies. The advanced specialist wire products made at its production plants in Austria, the Czech Republic and India meet the individual requirements of the automotive, electrical and engineering industries to the highest quality. The company produces drawn wire, oil tempered or coated spring wire, and shaped wire. Lumpi-Berndorf is one of Europe‘s leading suppliers of wire cables and overhead cables. At its plants in Linz and Berndorf, the company manufactures aluminium clad steel wires and special electric power transmission cables. BERNDORF AG 2009 19 The companies of Berndorf AG MILESTONES IN 2009 Aichelin: Joint Venture India In India, the Aichelin Group took another step in the ongoing expansion of its international presence. Working with a local partner, it set up a company to manufacture heat treatment plants with the aim of capturing a share of the growing Indian market. The partnership with an established plant engineering business will help the company establish itself on the market more quickly and more efficiently. Aichelin: Setups in China of Following on from the success of Aichelin heat treatment plants in China, two EMA and Noxmat more Aichelin Group companies plan to establish a foothold there. EMA Indutec has set up a branch in China to market its hardening systems. The company makes hardening machines, which have found particular favour in the booming wind turbine market where they are used to treat gears and other mechanical components for wind turbines. Noxmat is currently setting up a local manufacturing operation to enable it to supply the Asian markets more quickly and more competitively. Hasco: Restructuring Despite the difficult market conditions, Hasco proceeded with its restructuring speedily. It completed the move into its new office building, implemented additional investment in modernising its production and made necessary organisational adjustments. Hasco is now well positioned for the next business cycle and ready to respond even more quickly to future market needs. 20 BERNDORF AG 2009 The companies of Berndorf AG MILESTONES IN 2009 Hueck Rheinische also continues to follow the internationalisation trend. It ac- Hueck Rheinische: quired a Russian press pad manufacturer, which will supply the Russian market Press pad manufactorer acquired in the future. This move has strengthened Hueck Rheinische‘s international presence and enabled it to market its products more vigorously to the growth market in Russia. As the largest supplier of swimming pools in Central Europe, Berndorf Bäder- Berndorf Bäderbau: bau initiated an investment programme to renew its plant and equipment. The Investment programme and new produc- programme‘s key tasks are modernising the production facilities and completely tion building in the Czech Republic refurbishing the factory building in Austria, to enable the company to respond more quickly to customer wishes and to further improve production quality. In addition to the investment programme at the Berndorf site, a new production building was built in Bystrice nad Olsi in the Czech Republic, which will enable the company to service the local demand in the Czech Republic and Poland faster. Expanding and networking our knowledge base will remain the cornerstone of the Berndorf Academy Group‘s continuing success. In 2009, we set up the Berndorf Academy to give a boost to our staff development activities. We believe that the regular meetings will improve the networking of the Group‘s specialists and highlight intra-Group career opportunities. BERNDORF AG 2009 21 Management report MARKET CONDITIONS Golbal economic decline Economic output began to fall during 2008, first in Japan, then in the euro area, and finally in the United States. The decline continued well into 2009. It was not until the third quarter of 2009 that growth returned, albeit at a modest level. In 2009, for the first time since the Second World War, GDP in the US fell by 2%. The recession ended in the fourth quarter of 2009. Europe experienced an even more dramatic drop in economic output: 4% in the euro area, and a remarkable 5% in Germany. The capital goods industry in particular was badly hit by these events. To make matters worse, inventories were reduced in 2009, which, according to the Federation of Austrian Industries, resulted in a 25% drop in order levels. China growing The situation was completely different in China, whose economy grew by 9% even in 2009 – the year in which China overtook Germany as the world‘s largest exporter ����������� ������������������� ��� ��� �� �� �� ����� 22 BERNDORF AG 2009 ����� ����� ����� ���� Management report SALES The economic situation had a strong impact on the sales of the Berndorf Group. Downturn in all industries After several years of growth, sales fell by 24% in 2009, to EUR 337 million. The movement was not affected by one-off events such as the acquisitions and deconsolidations of the previous year. Without taking into account the latest acquisition of Hasco, which was consolidated for the first time in 2008, sales would still have exceeded those of the successful years of 2005 to 2007. The decline was due to the extremely difficult economic situation, which led to reduced investment spending, the deferral of orders and lower than expected order volumes. The downturn had a similar effect on virtually all of the Group‘s operations. Business performance in the fast-growing Chinese economy was much more en- Improvement in the second half couraging. The order situation deteriorated steadily during 2009. While we were of the year still working through outstanding orders in the first half of the year and order intake was low, we noted a continuing improvement in incoming orders in the second half of the year. ����������������������� ������������������������������ ��� ��� ��� ��� �������������� ������������������� ���������������������������� ������������������ ������������������� BERNDORF AG 2009 23 Management report INCOME, FINANCIAL POSITION In 2009, the result from ordinary activities was EUR 17.3 million, which is on a Respectable result par with our performance in 2006. Although this figure is half that of the previous year, we consider this to be a respectable result in a business environment that has rarely been more difficult. Despite the economic conditions, we are still very much in the black, and all Group companies are well positioned for the long haul. As at 31 December 2009, the total assets of the Berndorf Group fell by EUR 51.1 million to EUR 375 million compared with the previous year. We are pleased to report that the equity capital still stands at EUR 101.9 million, which is above the level of 2007. High equity ratio As a result of the reduction in total assets, the equity ratio has increased to 28.4% (previous year: 26.5%) Because our liquidity remains sound, it makes sense to calculate the equity ratio on the basis of total assets less cash and cash equivalents when analysing the equity structure. The net equity ratio has increased compared with the previous year and stands at 40.7%. Cash flow from operations amounted to EUR 32.7 million in the 2009 financial year, compared with EUR 48.6 in the previous year. ��������������� ����������� ������������������� ��������������� ����������� ��� �� ��� �� ��� �� ��� �� �� ����� � ����� 24 BERNDORF AG 2009 ����� ����� ����� ���� ����� ����� ����� ���� Management report FINANCIAL POSITION The Berndorf Group‘s liquidity position stands at EUR 112.8, which can be used Flexibility by liquidity at any time for investment projects. This liquidity gives us great flexibility. It not only enables us to take appropriate and timely action whenever needed in these difficult economic times; it also enables us to take full advantage of opportunities that suddenly present themselves. This financial position means that the Berndorf Group is well positioned for the challenging times ahead. We were able to protect our reserves in the year under review, and the Group companies were largely successful in drawing upon their own resources to deal with the effects of the economic crisis. Our long-term financing needs are also well secured by our bond. There was no Long-term financing need to renegotiate bank lines of credit. We did not feel that it was necessary last year to consider availing ourselves of the public funding made available to stimulate the economy. Our precise, forward-looking liquidity planning enables us to remain self-sufficient over the long term. We are not currently making use of debt factoring or asset backed securities. The Group prefers to follow its previous path of prudent accounting without resorting to any financial manoeuvring. ������������������������ ��� ��� ��� ��� ��� ��� ��� ��� ������������������� �������������������������� ������ ����������� ������������ �������������� ������������������������������������ BERNDORF AG 2009 25 Management report INVESTMENTS, RESEARCH & DEVELOPEMENT Investments In 2009, we were very cautious with our investment spending, which we adjusted to meet the economic realities of the financial crisis. Hasco carried on with and completed the investments it had initiated under its restructuring programme. Further investment was approved for the expansion that Hueck Rheinische had already embarked upon. Additionally, all Group companies continued to invest in the equipment and machinery needed to maintain the high standard of their modern production facilities and to strengthen the Group‘s innovative capabilities. We also continued to invest in rationalisation and efficiency measures. At EUR 19.1 million, the Berndorf Group‘s investment activity corresponded to approximately 58.4% of its gross cash flow. Year-on-year investment fell by 24.8% (previous year: EUR 25.4 million). The Group companies financed their investments mainly from their operating cash flow. The investment in fixed assets of EUR 12.2 million is set against depreciation and amortisation of EUR 12.8 million. Research & Developement In partnership with the ECHEM competence centre, the Berndorf Group continued to invest in its research and development programme. R&D teams working for the companies in the Berndorf Group interface with universities, research centres and customers. Our ongoing close relationship with our customers plays an important role in the creation of new developments, our customers provide us with the valuable practical knowledge that often stimulates innovation which are immediately realisable. We wish to emphatically confirm our intention to 26 BERNDORF AG 2009 Management report RESEARCH & DEVELOPEMENT, WORKFORCE maintain the research budgets in the coming years in order to consolidate the technological lead that, even in these challenging times, gives us our competitive edge in the market. In 2009, the fully consolidated companies employed an average of 2,136 peo- Workforce ple – 990 shop floor workers and 1,146 administrative and managerial staff. Following the introduction of a restructuring programme in the fourth quarter of 2008, nearly all areas of the Group were subject to structural adjustments, which also affected the permanent workforce. As well as cutting down overtime and accumulated holidays, it was necessary to reduce the number of temporary agency staff. Short-time working was introduced in some plants in order to ensure that our subject specialists are fully occupied over the long term. We also stepped up maintenance and repair work and training programmes. Although 90% of our turnover is generated abroad, and our latest acquisitions were located almost exclusively outside Austria, around one third of the Group‘s workforce is still employed in Austria. Berndorf AG has a clear commitment to Austria, and particularly to Lower Austria (Berndorf, Mödling, Guntramsdorf), as a business location. ��������� ����� ����� ����� ����� � �������������������������������������������������������� BERNDORF AG 2009 27 Management report OPPORTUNITY & RISKMANAGEMENT, OUTLOOK Opportunity and risk management Employees throughout the Group have a highly developed and deeply ingrained awareness of the potential risks in procurement, distribution and customer relations, and an ability to assess the risks involved in new product development. Our varied production portfolio acts as a buffer against cyclical fluctuations, whilst our broad customer base minimises our exposure to serious individual losses. Thanks to the precautions we have taken, the risk of flooding from the Triesting river is now minimal. As a result of the crisis, we placed a strong emphasis on risk management in the year under review and established an enterprise risk management model. This is used to evaluate and process individual risk positions and so optimise the risk profile of the Group. We control financial risk by fixing interest rates and balance currency risk, where it makes sense to do so, by forward trading and manufacturing locally. We maintain a degree of flexibility in passing on fluctuations in prices and the cost of primary materials to our customers. Thanks to our adequate equity capital base (equity capital 28.4% gross, 40.7% net) and available liquidity of EUR 112.8 million, there are no reasons to fear liquidity risks. Credit risks are minimised by insurance and the diversified customer base of the Berndorf Group‘s companies. The risks to which the Berndorf Group is exposed remain manageable and therefore do not pose a threat to the continued existence of the company. Outlook 2010 According to the reports of an economic upturn that have been appearing since mid-2009, economists expect the economy to grow more slowly after the crisis than during the years leading up to it. Whilst annual growth in GDP in the years prior to the financial crisis averaged about 3%, the Austrian Institute of Economic Research is forecasting an average growth of under 2% for Austria to 2014. Growth in Austria is expected to fall below 1.5% in 2010, with a slight improvement in 2011. Export growth should be more dynamic. Moderate growth is expected for the euro area in 2010. Driving this growth is the catching-up that is happening in China and India, whose economies continue to expand vigorously. 28 BERNDORF AG 2009 Management report OUTLOOK We hope that these positive forecasts continue well into the future and that the Strategies prepared economy will soon benefit from some real growth. Even if order levels do stabilise, it is always possible for another crisis situation to occur that will dampen down the recovery. We expect that future growth will not be able to compensate in the medium term for the slowdown in the European economy. We must also accept that planning will be hampered by larger economic fluctuations than was the case in the past. Consequently, we have prepared strategies for a variety of scenarios, which we can easily modify at short notice. In the future, flexibility and responsiveness will be more important than ever. Growth will come from internationalisation. With our joint ventures and newly Growth from internationalisation and founded companies we have already taken steps in this direction and are ready investnents to push ahead with the internationalisation of the Berndorf Group. Furthermore, we have authorised an ample investment budget for 2010 and intend to invest in innovation and in measures to improve both efficiency and quality. The economic crisis has given us an opportunity to gain additional market shares in our current markets and to consider making further, interesting acquisitions. The formation of the ABAG holding company offers us a new opportunity to look further afield for acquisitions. We would like to take this opportunity to thank all of our employees for their hard work in the past and look forward to working together to meet whatever challenges the next few years have in store. Berndorf, March 2010 The Board of Directors Franz Viehböck 8 years at Berndorf Peter Pichler Dietmar Müller 20 years at Berndorf 20 years at Berndorf BERNDORF AG 2009 29 Report of the Supervisory Board REPORT OF THE SUPERVISORY BOARD In the 2009 financial year, the Supervisory Board held five meetings and performed its duties in accordance with the law and the articles of association. The Board of Directors informed the Supervisory Board at regular intervals verbally and in writing about the course of business and about the situation of the Group and the Group companies. The Supervisory Board discussed in detail all transactions and measures requiring its approval. At the meetings of the Supervisory Board, members particularly discussed acquisitions, the economic situation of the Group companies and their outlook, measures to improve competitiveness and market position, as well as the Group’s investment and financial planning. The 2009 financial statements and consolidated financial statements of Berndorf AG prepared by the Board of Directors, and the consolidated management report summarised in the management report, were audited by Deloitte Wirtschaftsprüfungs GmbH. Examination of the financial statements and consolidated financial statements did not reveal any material grounds for objection and were thus awarded an unqualified opinion. The Supervisory Board agrees with the result of the audit, with the financial statements including the management report and proposal for the appropriation of net income submitted by the Board of Directors, and approves the financial statements in accordance with § 125 par. 3 of the Austrian Stock Exchange Act (Aktiengesetz), which are thus considered adopted. The Board also agrees with the consolidated financial statements prepared in accordance with § 246 of the Austrian Corporate Code (Unternehmensgesetzbuch). We would like to express our sincere thanks to the members of the Board of Directors and to all employees for their dedication and outstanding performance. Berndorf, March 2010 Norbert Zimmermann, Chairman of the supervisory board 30 BERNDORF AG 2009 FINANCIALS BERNDORF AG 2009 31 Financials BALANCE SHEET (ASSETS) IN € THOUSANDS 2009 2008 A. Fixed assets I. Intangible assets II. Property, olant and equipment III. Financial assets 115,825 3,524 82,272 30,029 117,796 4,085 85,087 28,624 B. Current assets I. Inventories 1. Raw materials and supplies 2. Work in progress less prepayments from customers 3. Finished goods and trading stock less prepayments from customers 4. Service not yet invoiced less prepayments from customers 5. Advance payments 257,558 64,344 23,930 14,286 12,412 2,595 11,121 306,668 92,392 30,172 26,807 17,897 7,596 9,920 II. Receivables and other assets 1. Accounts receivable - trade 2. Accounts due from affiliated companies (nonconsolidated) 3. Other receivables and assets 80,397 54,490 10,809 15,098 92,645 66,002 12,085 14,558 III. Marketable securities Other marketable securities 69,338 67,795 IV. Cash on hand and in banks 43,479 53,836 1,652 1,636 375,035 426, 101 C. Prepaid Expenses (incl. deferred taxes of € 537k; prev. year € 531k) TOTAL ASSETS For further information please contact: Maximilian Berger, T: +43 / 2672 / 82 900-206, [email protected] 32 BERNDORF AG 2009 Financials BALANCE SHEET (LIABILITIES) IN € THOUSANDS 2009 2008 101,864 11,000 1,222 1,778 22,009 439 12,375 53,041 108,018 11,000 1,222 1,778 22,077 1,729 17,535 52,677 B. Untaxed reserves 1. Reserve from accelerated depreciation and other special write-off 2. Other untaxed reserves 4,747 3,779 968 5,047 3,738 1,309 C. Grants Grants, § 3 Abs 1 Z 6 EStG 1,056 1,241 75,241 10,094 14,793 3,130 47,224 93,754 15,880 14,625 6,197 57,052 190,062 45,000 5,526 80,628 29,721 16,974 0 1,577 1,246 9,390 215,012 45,000 6,561 80,412 47,875 21,736 35 2,758 622 10,058 F. Deferred income 2,066 3,029 TOTAL LIABILITIES 375,035 426,101 27,090 18,112 A. Shareholder‘s equity I. Capital stock II. Participation certificate III. Capital surplus IV. Reserves V. Translation component VI. Minority interests VII. Unappropriated retained earnings D. Accrued liabilities 1. Accrual for serverence payments 2. Accruals for pensions 3. Tax accruals 4. Other accruals E. Liabilities 1. Loans 2. ERP loans (subsidised) 3. Bank loans and overdrafts 4. Advance payments 5. Trade accounts payable 6. Liabilities due to drawn drafts and issued promissory notes 7. Accounts payable to affiliated companies 8. Accounts payable to affiliated companies (groups) 9. Other liabilities Contingent liabilities BERNDORF AG 2009 33 Financials INCOME STATEMENT IN € THOUSANDS 1. NET SALES 2. Decrease in finished goods and work in progress 3. Own work capitalised 4. Other operating income a) Income from sale of property, plant and equipment b) Income from reversal of accruals c) Other 5. Costs of materials and services a) Cost of raw materials, supplies and trading stock b) Cost of purchased services 6. Personnel expenses a) Wages b) Salaries c) Allocation of accrual for severance payments d) Expenses for pensions e) Expenses for statutory social security and payroll related contributions f) Other social benefit 7. Amortisation on intangible and depreciation on tangible assets 8. Other operating expenses a) Taxes b) Other 9. OPERATING INCOME 34 BERNDORF AG 2009 2009 2008 336,999 445,961 -8,019 4,561 1,697 2,579 12,373 455 2,532 9,387 15,791 1,298 1,752 12,740 -151,074 -133,570 -17,504 -209,635 -182,185 -27,450 -101,111 -29,106 -52,119 -687 -1,514 -17,828 -127,537 -38,768 - 63,526 -1,659 -1,737 -21,024 143 -823 -15,368 -13,246 -57,692 -475 -57,217 -81,856 -721 -81,135 17,805 36,618 Financials INCOME STATEMENT IN € THOUSANDS 2009 2008 10. Income from investments a) Associated companies b) Other 2,091 2,052 39 4,444 1,651 2,793 223 326 2,299 3,742 828 2,161 -446 -439 -7 6,530 -955 -5,575 -5,467 -5,439 -472 -1,297 17,333 35,322 995 22 19. Extraordinary expense -12,924 -13,840 20. EXTRAORDINARY RESULT -11,929 -13,818 -5,077 -5,431 22. NET PROFIT 327 16,073 23. Transfer from untaxed reserves 662 849 3,816 -821 -345 0 26. Retained earnings/Accumulated losse 48,581 36,576 27. DIVIDENDS DECLARED AND PAYABLE 53,041 52,677 11. Income from other longterm securities and loans 12. Other interests and similar income (thereof affiliated companies € 415k; prev.year € 823) 13. Income from retirements and writeup of financial assets and marketable securities 14. Expenses related to financial assets and marketable securities a) Amortisation b) Other 15. Interests and similar expenses (thereof affiliated companies € 20k; prev.year € 414k) 16. RESULT FROM FINANCIAL ACTIVITIES 17. RESULT FROM ORINARY ACTIVITIES 18. Extraordinary income 21. Income taxes 24. Minority interests 25. Transfer to untaxed reserves BERNDORF AG 2009 35 Financials CASHFLOW STATEMENT IN € THOUSANDS 2009 2008 Result from ordinary activities Transition to the net cash flow from operating activities Depreciation/Write back of depreciation of fixed assets Write-ups of investment assets Profit/Loss on the sale of fixed assets Release of investment grants Other non-cash transactions Changes in inventories, receivables and other assets Changes in provisions and accruals, excluding corporate income tax Changes in trade and other liabilities Net cash flow from ordinary activities 17,333 35,322 15,945 -211 -1,283 -186 -750 40,286 -16,284 -25,139 29,711 14,201 0 -3,159 -159 0 -18.222 9,174 10,479 47,636 Net cash flow from extraordinary activities Payments for corporate income taxes Net cash flow from operating activities -11,026 -8,150 10,535 -4,225 -3,220 40,191 3,124 2,203 7,213 2,908 0 -157 -12,167 -4,947 -11,944 -1,660 0 -19,588 -5,769 -16,896 -5,686 -774 0 0 -6,460 -5,011 47,442 705 119 43,255 -7,869 -945 0 121,631 112,817 66,550 1,147 20 53,914 121,361 112,817 69,338 43,479 121,631 113,836 7,795 Cash received from the sale of fixed assets (excl. financial assets) Cash received from the sale of financial assets and other financial investments Payments from first-time consolidated companies and other payments from additionally bought shares Payments from deconsolidation of subsidiaries Payments for fixes assets (excl. financial assets) purchased during the year Payments for financial assets purchased during the year Net cash flow from investment activities Capital contribution from shareholders Repayments from loans Payments from untaxed reserves and grants Payments from participation certificates Net cash flow from financial activities Effective payment changes in cash and cash equivalents Changes arising from exchange rates or other changes Changes from first-time consolidation BBE Liquid funds at the beginning of the year/ period Liquid funds at the end of the year/ period Composition of liquid funds Cash on hand and in banks Marketable securities (current assets) 36 BERNDORF AG 2009 Financials AUDITOR‘S REPORT We have audited the consolidated financial statements of Berndorf Aktiengesell- Vienna, March 31, 2010 schaft, Berndorf, for the financial year from 1 January to 31 December 2009. Deloitte Wirtschaftsprüfungs GmbH The preparation and the contents of these consolidated financial statements, Christoph Waldeck as well as the consolidated management report prepared in accordance with Gudrun Dorner Austrian company law, are the responsibility of the legal representatives of the Auditors company. It is our responsibility to issue an audit opinion on said consolidated financial statements based on our audit and to issue a statement as to whether the consolidated management report is consistent with the consolidated financial statements. We carried out our audit in accordance with the statutory provisions applicable in Austria and with the principles of proper auditing. These principles require that we plan and perform the audit in a way that enables us to issue a sufficiently confident opinion on whether the consolidated financial statements are free of substantial misrepresentations and to make a statement as to whether the consolidated management report is consistent with the consolidated financial statements. In determining the auditing procedures, we took into account our understanding of the Group‘s business activities and its economic and legal environment, as well as our evaluation of possible misstatements. During the audit, the documentary evidence of amounts and other figures in the consolidated financial statements is predominantly evaluated on the basis of random inspections. The audit also includes an assessment of the accounting standards applied and the principal estimates made by the legal representatives, as well as an evaluation of the general import of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Our audit did not give rise to any objections. In our opinion, based on the findings of our audit, the consolidated financial statements of Berndorf Aktiengesellschaft comply with the legal provisions and give a true and fair view, in accordance with generally accepted Austrian accounting principles, of the net assets and financial position as at 31 December 2009, as well as the results of operations and cash flow of the Group for the financial year from 1 January to 31 December 2009. The consolidated management report is consistent with the consolidated financial statements. Publication or dissemination of the financial statements in a form that deviates from the approved version requires our prior consultation if our report is quoted or referenced. Berndorf AG / Consolidated financial statements BERNDORF AG 2009 37 ADRESSES Berndorf AG Leobersdorfer Str. 26 A-2560 Berndorf – Austria T: +43 / 2672 / 829 00 F: +43 / 2672 / 834 26 www.berndorf.at HASCO Hasenclever GmbH + Co KG Im Wiesental 77 D-58513 Lüdenscheid – Germany T: +49 / 2351 957 / 0 F: +49 / 2351 957 / 237 www.hasco.de Aichelin GmbH Fabrikgasse 3 A-2340 Mödling – Austria T: +43 / 2236 / 236 46-200 F: +43 / 2236 / 222 291 www.aichelin.at Berndorf Band GmbH Leobersdorfer Str. 26 A-2560 Berndorf – Austria T: +43 / 2672 / 800 F: +43 / 2672 / 84 176 www.berndorf-band.at 38 BERNDORF AG 2009 ADRESSES Leobersdorfer Str. 26 Berndorf Metall- und Bäderbau GmbH A-2560 Berndorf – Austria T: +43 / 2672 / 836 40 F: +43 / 2672 / 836 40-49 www.berndorf-baederbau.com Wittestr. 24 Silica Verfahrenstechnik GmbH D-13509 Berlin – Germany T: +49 / 30 / 435 73 5 F: +49 / 30 / 435 73 300 www.silica.de A-8621 Thörl – Austria Joh. Pengg AG T: +43 / 3861 / 5090 F: +43 / 3861 / 2318 www.wire-pengg.com Diesseits 145 PC Electric GmbH A-4973 St. Martin – Austria T: +43 / 7751 / 61 220 F: +43 / 7751 / 69 69 www.pcelectric.at Binderlandweg 7 A-4030 Linz – Austria Lumpi-Berndorf Draht- und Seilwerk GmbH T: +43 / 732 / 381 271-0 F: +43 / 732 / 383 848-20 www.lumpi-berndorf.at BERNDORF AG 2009 39 IMPRINT Publisher Berndorf AG Leobersdorfer Straße 26 A-2560 Berndorf, Austria Firmenbuchnummer: FN117391i Firmenbuchgericht: LG als HG Wr. Neustadt UID-Nr.: ATU14689005 Concept & Production Online Media Communications Design GmbH Pictures Chillidesign, Archiv Berndorf AG Layout Art & Designhouse 40 BERNDORF AG 2009