geschäftsbericht 2010 report 2011
Transcription
geschäftsbericht 2010 report 2011
GESCHÄFTSBERICHT REPORT 2011 2010 facts & figures in EUR million 2011 2010 2009 2008 Net sales 528.5 374.6 337.0 446.0 Operating income 549.5 384.7 330.7 453.1 Result from ordinary activities 58.3 29.0 17.3 35.3 Net profit 40.4 25.1 0.3 16.1 Gross cash flow 82.8 41.6 32.7 48.6 165.3 125.7 106.6 113.1 77.4 13.4 18.3 10.3 Fixed assets 171.6 111.4 115.8 117.8 Working Capital** 149.0 139.5 126.6 139.4 Total assets* 405.0 286.6 262.2 304.5 Return on result from ordinary activities 10.6% 7.5% 5.2% 7.8% Return on gross cash flow 15.1% 10.8% 9.9% 10.7% Equity ratio* 40.8% 43.9% 40.7% 37.1% Long term capital ratio** 71.9% 68.2% 70.7% 60.4% 2,364 1,926 2,136 2,383 0.23 0.20 0.15 0.19 Equity Interest bearing net debt* Employees Operating income per employee * minus cash & marketable securities ** according to company standards CONTENT Introduction page 2 Management Board, Supervisory Board page 4 Organigramm page 6 The companies of Berndorf AG page 8 History Strategy & positioning Branches Milestones Management report page 28 Market conditions Sales Income Financial position Investments Research & developement Employees Opportunity & risk management Outlook Interview Norbert Zimmermann page 36 Financials page 38 Balance sheet Income statement Cashflow statement Report of the Supervisory Board Auditor‘s report Adresses page 45 INTRODUCTIONS f.l.t.r.: Dietmar Müller – CFO, Peter Pichler – CEO, Franz Viehböck – CTO Dear friends of the Berndorf family! A review of Berndorf Group’s 2011 does, already, support the positive Beginning with the restructuring development of the group in many and privatization of the Berndorf different ways. Group nearly a quarter-century ago, we can already look back on fiscal year is – in many ways – a cause for joy. Not only did Bendorf This improvement program is based various crisis scenarios from which achieve a record high with a total on professional and sporting am- the company has emerged stronger. revenue of 530 million Euros, but bition, using the space we have in This is also true with our handling in examining the details of individu- such a way as to remain true to our of the 2008/09 crisis. The Berndorf al areas, most of the Berndorf com- company culture. Trust is a very im- Group, without new member stoba, panies have also achieved record portant value here. This is true for had not yet reached the level of results. These positive numbers the basis of trust with employees 2008 with its revenue for 2011; are based, not only on a positive and clients, but also when it comes the result is happily already well economic environment, but also on to trusting in our own strengths. In over the 2008 values. the effective flexibility of produc- order to become or to stay “best tion, something that was introduced in class”, we count on innovation, Readiness to learn, strength, the at many international Berndorf investments, process improvement, related financial independence of locations during the last crisis. efficiency increases, and personnel the business group, and a stable development. Today we can say that ownership structure, will give us the Current political and economic some of our companies are already necessary security in 2012 to fur- development in Europe nevertheless very close to their “best in class” ther pursue this path. We will profit shows that it would be dangerous goal. In the case of takeover reorga- from this in an increasingly insecu- to consider ourselves secure as a nization we naturally still have the re political-economic environment. result of these numbers. Standing longest way to go, but, it is through If 3 years ago it was the high-risk still is taking a step backwards. just these challenges that we learn commercial banks, now it will be Thus we have already introduced an the most. a number of nations with high governmental budget deficits. The initiative- under the name “Best in 2 Class”- to all the companies in the We will have to learn to live with ra- reluctance of politicians makes the Berndorf Group; the goal being to pidly changing scenarios more then situation even more difficult. Not become the best company in each ever in the future. Nevertheless, only in the Mediterranean nations, of their own respective markets. we are able to build on invaluable but also in Austria the pressing The drive to achieve this vision experiences in the Berndorf Group. topics are government, spending, pension and education reform. areas, which all show potential for the success of the entire company. Unfortunately, populist politicians independent and promising growth. We would especially like to thank and compliant media distract and long-standing member of the board turn the mood against industry and The variety of branches in which DDr. Robert Ehrlich, who retired employers. Berndorf today represents the last year. He will follow the Bern- benchmark for quality and effici- dorf Group’s further progress with We will not allow ourselves to be ency allows us to absorb possible good will. In view of the continuing confused and will continue to live risks easily. The strategic position development of stable order levels out our own company culture. The of the Berndorf Group is additional- of our subsidiaries on a very high partnership in open communication ly strengthened by the fact that all level, we are able - even in unsure between leadership and employees areas of the company firmly anchor times - to look optimistically into and the practicing of a ‘constructive their customer focus in the growing the year 2012. criticism’ or ‘error’ culture, puts us markets of China and India and in the position to be able to provide earn a significant portion of total The members of the Board of management as a service. The re- revenue there. The decentralized Directors sult is the self-directed cooperation organization of the groups, as well between employees across company as the corporate commitment of the units and national boundaries and employees, makes Berndorf today a this is what sets Berndorf apart. company with a global outlook. The board of directors, as strong and We are very happy to be able to visionary entrepreneurs, supports live out this culture in a company our further development. which has, since the second quarter of 2011, once again grown larger. We thank all employees and mem- Personally compelling and pro- bers of the Supervisory Board, with fessionally excellent people have Chairman Norbert Zimmermann recently come on board. Through at their head, for their successful the acquisition of stoba, a specia- teamwork. We also must not forget list in manufacturing components the positive contribution of the for diesel vehicle engines, the labor representative to the Super- Berndorf Group is now based in six visory Board, which is essential for 3 Norbert Zimmermann Chairman of the Supervisory Board Shareholders‘ Representative MEMBERS OF THE MANAGEMENT & SUPERVISORY BOARD Peter Pichler Franz Viehböck Chairman of the Management Board Member of the Management Board 1976 School leaving certificate, Gymnasium BEA 1978 School leaving certificate, Gymnasium Graz-Liebenau 1981 Graduation from University of Graz (Mag. rer. soc. oec.) 1983 Doctorate at the University of Vienna (Dr. rer. soc. oec.) 1979 Banking trainee Caisse Nationale de Credit Agricole, Paris – London & Continental Keimgasse, Mödling 1985 Graduation from Technical University Vienna (Dipl.-Ing.) 1986 University assistant, Electronic Measuring Technology Institute, Technical University Vienna 1990 Cosmonaut training at Yuri Gagarin Cosmonaut Training Centre Bankers, London, Banca Nazionale dell‘ 1991 Space flight (9 days to the space station Mir) Agricoltura, Rome 1992 Information and presentation on behalf of the 1983 Relationship Management – Corporate Finance – M&A, Chase Manhatten Bank (Austria) 1990 Board Member, Berndorf AG 2008 Chairman of the Management Board Austrian Government 1994 Program Development Manager (Space-SystemsDivision), Rockwell, USA 1996 Director for International Business Development (Space Systems Group), Boeing, USA 1999 Responsible for Europe (Space & Communications) and Country Manager Boeing Austria, Boeing 2000 Responsible for engineering of the region Lower Austria (in addition to Boeing) 2002 Managing Director, Berndorf Band 2008 Member of the Management Board, Berndorf AG 4 Sonja Zimmermann Wilfried Zimmermann Thomas Riecker Josef Herzog Rainer Koller Shareholders‘ Shareholders‘ Shareholders‘ Employee Employee Representative Representative Representative Representative Representative Dietmar Müller Member of the Management Board Elementary school in New Delhi, India 1983 School leaving certificate, Gymnasium Keimgasse, Mödling 1990 Graduation from Vienna University of Economics (Mag. rer. soc. oec.) 1990 Assistant to the Management, Berndorf Band 1992 Head of Controlling, Berndorf Band 1996 Managing Director, Berndorf ICB and Berndorf Belt Systems, Chicago, USA 1999 Managing Director, Hueck Engraving, York, USA 2001 Managing Director, Hueck Engraving, Germany 2004 Managing Director, Berndorf Hueck Band- und Pressblechtechnik 2008 Member of the Management Board, Berndorf AG 5 THE COMPANIES OF BERNDORF AG Tool & mould making Automotives Process- & surface technology HASCO Hasenclever GmbH & Co KG stoba Präzisionstechnik GmbH & Co KG Berndorf Band GmbH HASCO Austria GmbH Joh. Pengg AG Berndorf Band Engineering GmbH HASCO Suisse AG Berndorf Belt Technology Inc. HASCO form service AB Beijing Baidefu Technology Developement Co., Ltd. HASCO INTERNORM Ltd. Hueck Rheinische GmbH HASCO India Pvt., Ltd. Hueck Engraving GmbH & Co., KG HASCO Encounter Ltd. Nippon Belting Co., Ltd. HASCO Trading (Shenzen) Co., Ltd. Berndorf Steel Belt Systems Ltd., Co. HASCO America Inc. SBS Steel Belt Systems s.r.l. SBS Steel Belt Systems USA Inc. OOO Rheinische Technology 6 Heat treatment Pool construction Process engineering Aichelin GmbH Berndorf Metall- und Bäderbau GmbH Silica Verfahrenstechnik GmbH Aichelin Service GmbH Berndorf Metallwaren GmbH Silica Anlagenbau GmbH & Co KG EMA Indutec GmbH Berndorf Metall- und Bäderbau AG Berndorf Sondermaschinenbau GmbH NOXMAT GmbH Berndorf Bäderbau s.r.o. Aichelin Heat Treatment Systems (Beijing) Co., Ltd. Berndorf Pool GmbH Joint ventures Berndorf Bäderbau Polen sp. z o.o. PC Electric GmbH Berndorf Bäderbau SK s.r.o. Lumpi-Berndorf Draht- und Seilwerk GmbH SAFED Suisse SA SAFED France S.A.S. Berndorf Bäderbau Hungária Kft. SAFED Industrieöfen GmbH Berndorf Bäderbau Rumänien s.r.l. Imagination Computer Services GmbH Aichelin Heat Treatment Systems Inc., Ltd. Online Media Communications Design GmbH EMA Induction Technology Beijing Co., Ltd. Easyfocus GmbH FerRobotics GmbH NOXMAT Energy Technique Beijing Co., Ltd. Aichelin Unitherm Heat Treatment Systems India Pvt., Ltd. Aichelin Brasil Ltda. 7 HISTORY OF BERNDORF AG 1843 Alfred Krupp and 1932 Alexander Schoeller found Creditanstalt takes over ownership; due Berndorfer Metallwerke to the worldwide economic crisis, plants are closed and people laid off or put on short time, 800 employees 1870 More than 1,000 employees 1957 Merger with the Ranshofen 1900 aluminium plant to form Global market Vereinigte Metallwerke leader for tableware, Ranshofen-Berndorf approximately 3,000 employees 1945 1924 Company under Soviet Approximately administration, removal 6,000 employees of all machinery 1874 First company in Austria using electricity 8 1938 1856 Incorporation into The company makes the Krupp Group, its first profits arms production 1986 Restructuring and reorganisation under 2005 Norbert Zimmermann’s leadership Capital increase of Schoeller-Bleckmann and reduction of shares to 31%, start of an investment pro- 1995 gramme worth €150 million at Acquisition of Schoeller-Bleckmann Schoeller-Bleckmann 2007 1991 Acquisitions of HASCO, 1999 Participation in SAFED and Rheinische Cooperation between Silica Verfahrens- Press Pad Berndorf Band and technik Hueck Engraving 2001 2011 Sale of cutlery Acquisition of stoba division to Präszisionstechnik Guy Degrenne 1988 Management buyout by nine-member management team 1997 2008 Acquisition of Aichelin New Board of Directors Flotation of Schoeller-Bleck- at Berndorf AG mann on EASDAQ in Brussels, Participation in Joh. Pengg 2006 1994 Joint venture of Lumpi-Berndorf Participation in PC Electric Draht- und Seilwerk SBO Spin-off 9 STRATEGY & POSITIONING Medium sized companies, „Hidden Champions“ Long term perspective managed decentralized Our policy of strategically posi- Acquisitions and restructuring are The Berndorf Group comprises a tioning our companies in niche amongst the core competencies of number of internationally active markets enables them to gain a Berndorf Group. We have shown companies which are very well substantial share of their mar- on a number of occasions that we positioned in niche markets. ket and makes each one of them can act quickly to offer successful These medium-sized companies a „hidden champion“ amongst entrepreneurs, employees, sup- are managed on a decentralized, Austrian and German exporters. Our pliers and customers a partnership entrepreneurial basis by managing companies maximise their com- opportunity with genuine long-term directors who are fully authorised petitiveness by carefully targeting prospects. Indeed, we place great to take swift, strategic decisi- their product programmes and value on a culture of mutual trust ons. This structure enables us maintaining an awareness of their and respect in working towards an to respond quickly and flexibly own strengths. We believe that our optimum solution for all parties. As to customer and market needs. efficient innovation processes and a result of our many years of expe- Our corporate culture emphasises global approach to the marketing of rience with acquisitions, we have trust and openness. The fact that products, solutions and services will grown to understand the nature managing directors and employees secure our market-leading position of both international corporations own shares and profit participation and drive our future growth. and more traditional, family-owned rights in their own lead companies businesses. contributes considerably to the Group’s success by boosting the After the management buyout in entrepreneurial involvement of the 1988, the Berndorf Group elected entire workforce. This employee to transform itself into an interna- shareholding scheme, which was tionally focused company. Whilst revised in 2004, has proved a great only 2% of our employees worked success. This direct participation abroad in 1988, by 2010, this in the success of the company also figure had increased to two thirds. strengthens the desire of employees International and export sales now to remain with the company. account for 90% of Group revenues. 0 Tool making and plant construction Global outlook Metalworking The Berndorf Group is an interna- The companies in the Berndorf tional concern with more than 60 Group specialise in high-tech production and service companies toolmaking, plant engineering and in over 20 countries, mainly in construction, and metalworking. Europe, the USA, China, India and Our employees are skilled in all of Brazil. the production processes involved in the manufacture of high-tech Over the past few years, Bern- niche products, including forging, dorf Group has turned itself into drilling and milling using highly a successful international group. sophisticated, state-of-the-art This success will form the basis for machines, levelling, grinding, po- further growth, powered equally by lishing, welding and texturing – all innovation and a strong desire to with great precision and to extreme- shape the future. ly fine tolerances. We also design and develop plant and machinery for innovative process technologies. THE COMPANIES OF BERNDORF AG TOOL & MOULD MAKING With more than 20 locations around the basic component of injection of a very successful period. This the world, HASCO, headquartered in moulding and punching. system, which was granted worldwi- Lüdenscheid in North Rhine-West- 2 de patents, remains state-of-the-art phalia, is a leading specialist part- The company was established in ner to the tool and mould making 1924 and grew from modest begin- today. industry. nings as a small workshop into an HASCO, the Group‘s largest ac- international industrial enterprise. quisition after the 1988 manage- Its product range includes standard The invention by Rolf Hasenclever ment buyout, complements the mould units, hot runner systems as in 1959 of the first modular system other Berndorf Group companies well as custom designs – all backed for the production of injection in several respects. HASCO is a by extensive technical service and moulding tools for use with metal successful B2B niche supplier in support. Standard mould units are and plastic marked the beginning the metalworking industry. It serves SALES: EUR 105 million EMPLOYEES: 447 PRODUCTS: Standard mould units, hot runner systems MARKETS: Germany, Sweden, Denmark, Portugal, Spain an international customer base and is well positioned as one of the topthree suppliers in the industry. The company 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. 3 THE COMPANIES OF BERNDORF AG AUTOMOTIVE SECTOR In 2011, the Berndorf Group strategic activities are aimed at pro- Following a large expansion, expanded its worldwide involvement ducing major improvements in the together with key customers like in the automotive sector with the efficiency and the environmental Bosch and Delphi, in the 1980’s, acquisition of a majority stake in friendliness of combustion engines. the company made large shifts in stoba Precision Technology, based in Backnang near Stuttgart, Germany. 4 its orientation in the 1990’s. stoba The current company’s foundation moved from a “supermarket for was laid in 1961, when business- parts” to a specialized producer of Producing high-quality components man Kurt Stockenberger began high-precision fuel injection compo- for fuel injection systems in perso- trading in precision parts. The nents for combustion engines. Due nal vehicles, trucks, and commer- company’s name, stoba, sprang to the amount of diesel engines in cial vehicles, stoba now forms the from the last name of the founder the European automotive market sixth main business division of the and the name of the company loca- having tripled in the following Berndorf Group. The company’s tion in Backnang. years, stoba was able to secure a SALES: EUR 114 million EMPLOYEES: 484 PRODUCTS: Components for fuel injections, wires MARKETS: Germany, France, United Kingdom, Czech Republic, Romania, India lasting position in the automotive Joh. Pengg AG specializes in high industry. specification wire products for use in springs and spring assemblies. Today, stoba Precision Technology The advanced specialist wire pro- is one of the world’s most impor- ducts made at its production plants tant suppliers in its markets, and in Austria, the Czech Republic and is considered a permanent fixture India meet the highest quality stan- in the highly specialized automo- dards of the automotive, electrical tive supply industry. The company and engineering industries. The created a good basis for future company produces drawn wire, oil and long-term positioning with the tempered or coated spring wire, and 2011 expansion of its investment shaped wire. program located in Backnang. 15 THE COMPANIES OF BERNDORF AG PROCESS- & SURFACE TECHNOLOGY Berndorf Band thick, the belts must be insensitive world leader in the optimization Berndorf Band produces endless to pressure and temperature fluctu- of production processes in which steel belts and press plates which ations. The quality of the belts de- steel belts play a key role. It helps are used primarily by the wood, pends greatly on the quality of their companies in the plastic, paper food and chemical industries. surface finish, and Berndorf Band is and food industries develop and These belts are incorporated into able to achieve a mirror-finish even optimize their processes. complex industrial machines after welding. These highly polished and systems as well as into more belts are used, for example, in the Hueck Rheinische straightforward belt conveyor sy- production of optical films for LCD The Hueck Rheinische group of stems. Materials used for the belts screens. companies, headquartered in Viersen, Germany, is the world‘s include stainless steel, carbon steel 6 and titanium. Up to 200 metres in Berndorf Band Engineering leading specialist in surface tex- length and just a few millimetres Berndorf Band Engineering is the tured press plates and in surface SALES: EUR 111 million EMPLOYEES: 488 PRODUCTS: Belts, press plates MARKETS: Germany, Spain, Turkey, Great Britain, France, Belgium, Poland, Brasil, USA 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. 7 THE COMPANIES OF BERNDORF AG HEAT TREATMENT Aichelin is a world leading manuf- multi-purpose chamber, pusher and controllers. These are used in acturer of industrial plants for the type, conveyor belt, ring hearth, furnaces for preheating and heat heat treatment of metal componen- rotary hearth and roller hearth treating ferrous and non-ferrous ts. Most of the plants are deployed furnaces. metals. nent industry, in hardening shops, Aichelin’s subsidiary EMA Indutec SAFED, headquartered in Switzer- in the screw fastener and roller is a technology leader in induction land, has been complementing the bearings industries, as well as by hardening plants and frequency Aichelin Group product portfolio manufacturers of high volume, high converters. since 2007. The Safed group of in the automotive and auto compo- companies, which has decades tolerance parts. The company pro- 8 duces electrically- and gas-heated NOXMAT is a specialist manuf- of experience in the manufacture furnaces including, for example, acturer of industrial gas burners of heat treatment plants for parts SALES: EUR 138 million EMPLOYEES: 640 PRODUCTS: Industrial plants for heat treatment MARKETS: Germany, Italia, Netherlands, Switzerland, France, China made of steel and non-ferrous not only save money by using less branch offices in China, the USA metals, is highly specialized in energy; they also help protect the and Brazil. the production of conveyor belt environment and our valuable furnaces. resources. These energy-saving improvements offer major tech- The future of the heat treatment nological benefits, particularly to sector relies, as in many other operators of plants with high energy sectors, on the deployment of new consumption. and energy-efficient technologies. The Aichelin heat treatment plants, The Aichelin Group owns com- whose efficiency has been improved panies in Austria, Switzerland, by a variety of innovative measures, Germany, France and Italy, and has 9 THE COMPANIES OF BERNDORF AG POOL CONSTRUCTION Berndorf Bäderbau specializes in the well as in public swimming pools. Besides the Austrian base further construction of turnkey swimming They are made at the company‘s production sites in the Czech pools and associated equipment. It site in Berndorf as well as at the Republic, Slovakia and Poland have also acts as general contractor for company‘s new production facility been focussed on for the extension year-round pools – all of advanced in the Czech Republic. of market shares in Eastern Europe. The production in the Czech city stainless steel construction – and offers tailor-made solutions for a With branch offices in Germany, Bystrice started ten years ago as a wide variety of applications, from Switzerland, the Czech Republic, one-man-firm; 80 staff members planning through to a ready-to-use Slovakia, Poland, Hungary and work for Bäderbau Czech Republic pool installation. The company‘s Romania, Berndorf Bäderbau is the today. They produce private pools stainless steel pools are suitable leading supplier of stainless steel and attraction devices, such as for installation in private swim- pools in Central Europe. splash showers, water cannons, ming pools, in hotels and spas, as 20 benches, sun loungers and whirl- SALES: EUR 37 million EMPLOYEES: 242 PRODUCTS: Public swimming pools, stainless steel pools, pool management MARKETS: Germany, Czech Repubkic, Poland, Slovakia pools – for the entire Berndorf pools. Berndorf Bäderbau‘s activi- Bäderbau-group. ties are not limited to the installati- The Berndorf Pool GmbH was foun- on of swimming pools: the company ded in Graz (Styria) and focusses also provides financing and pool on the markets for private pools and management under public/private after sales services. partnership models. 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 2 THE COMPANIES OF BERNDORF AG PROCESS ENGINEERING 22 Silica Verfahrenstechnik Berndorf Sondermaschinenbau key advantage to customers is that Silica Verfahrenstechnik, based in Berndorf Sondermaschinenbau, engineering, single-part production, Berlin, supplies adsorption techno- headquartered in Berndorf, is a switch box manufacture and control logy from design through to turnkey specialist in the rapid manufac- engineering are all under one roof. installations. Silica plans and ture and servicing of machine manufactures complete adsorption components. Thanks to its modern installations for natural gas storage production facilities, the compa- facilites and other applications ny is ideally equipped to produce such as the drying and purification single units and prototypes as well of air and gases, purification of pro- as high volume components. The cess gases, waste air purification, design, manufacture and assembly solvent recovery and natural gas of complete manufacturing instal- processing. lations is undertaken in-house. The SALES: EUR 21 million EMPLOYEES: 40 PRODUCTS: Adsorption installations, special machinery MARKETS: Germany, Croatia, Slovakia, Japan 23 THE COMPANIES OF BERNDORF AG JOINT VENTURES The Berndorf Group‘s joint ventures subsidiaries in Poland, Germany Imagination Computer Services provi- include PC Electric, Joh. Pengg, and Sri Lanka are well placed to de virtual reality services for culture Lumpi-Berndorf, Imagination Com- supply local markets flexibly and and economy, marketing and puter Services, FerRobotics Compli- quickly. sales as well as for the industrial ant Robot Technology and several products by Imagination Computer GmbH is one of Europe‘s leading Services includes multimedia and PC Electric GmbH produces industri- suppliers of wire cables and over- virtual reality solutions for interac- al connectors, earthed plugs, swit- head cables. At its plants in Linz tive 3D cinemas, showrooms and ches and plastic distribution boxes. and Berndorf, the company manuf- front-projections for virtual produc- With exports accounting for 80% actures aluminium clad steel wires tion cycles in the industrial field. of its sales, the company is one of and special electric power transmis- the world‘s leading suppliers of CEE sion cables. connectors. Its branch offices and 24 planning process. The wide range of Lumpi-Berndorf Draht- und Seilwerk companies in the services sector. The company has been awarded multiple times with the Austrian multimedia- and E-business award. situated in the automotive industry The headquarters are located in as well as in the therapeutic medi- Vienna. cine technology. FerRobotics Compliant Robot Technology is located in the capital of upper Austria, Linz. The high-tech company stands out for its unique know-how about the serial production of innovative robotic arms and is the international market leader in producing pneumatic, compliant robots. The areas of application of FerRobotics-Robot-Technology are 25 MILESTONES IN 2011 HASCO: and forms a basis to the success- faster exchange of information will Growth fully expand into international further strengthen innovation. In 2011, the Berndorf Group’s tool markets. New Welding Process and mold construction specialist achieved their best business results Joh. Pengg: A new length-wise welding process since the restructuring. To meet the Entrenchment in India allows Berndorf Band to produce growing technological demands and When production started in Ranchi polished endless belts over 2 a burgeoning order book, HASCO in 2008, the Berndorf Joint Venture meters wide for the first time. The invested in the expansion of its was finally able to establish itself bands, which have nano-polished Lüdenscheid production site, as successfully on the Indian subcon- surfaces, are used in the LCD in- well as in new technologies. The tinent. The steel wire production, dustry and are free of scratches to a construction of a new production operated jointly with partner Usha depth less than 100 nanometers. hall began in 2011 and will be Martin, already employs more than completed in summer 2012. 50 workers. Since 2011, Joh. Hueck Rheinische: Pengg has also invested in a suc- Success through Product Innovation stoba: cessful social project in Ranchi for 2011 was a strong convention New Addition Strengthens Berndorf the improvement of health services year for Hueck Rheinsiche. The With the acquisition of the majority and drinking water supply, as well company‘s newly developed sur- of shares in stoba Precision Techno- as support for rice cultivation. face-treatment processes, grouped in the so-called “Helio family”, logy GmbH & Co. KG, the Berndorf 26 Group expanded its activities in the Berndorf Band: received positive feedback from cu- automotive sector. The company, Increased Efficiency through New stomers in the wood composite in- located in Backnang, Germany, pro- Construction dustry. With these new processes, duces high-quality components in The company used the vitality of wood surfaces are simulated in two fuel injection systems for personal the 2011 financial year to con- to four deceptively realistic gloss vehicles, trucks, and commercial centrate know-how at its Berndorf levels. Capital investments in the vehicles. location.The construction of a new amount of 2.5 million Euros secure commercial building is already the company’s leading technologi- The investment program, launched underway and will, by 2013, unite cal position. by stoba in 2011, modernizes its all the previously separate areas of production facilities, in Backnang, Berndorf Band under one roof. The Hueck Engraving: Berndorf Bäderbau: New Applications for Hydrogen Successful Employee Participation New Company Management Purification In 2011, employees of Hueck The leadership of the company was Silica saw a rise in demand for its Engraving signed profit-partici- reorganized in the fall 2011. Karl hydrogen purification process. The pation certificates for their own Narbeshuber succeeded the duo of Silica purification process makes it company. Employees from eight Karl Angerer and Florian Schram possible to recycle the unpurified companies, within the Berndorf as the new managing director. As hydrogen that is created by photo- Group, are already participating in a result of the stressed financial voltaic production. So as result of the success of their company. With situation of many central European the photovoltaic boom, the number just a minimum fee of 500 Euros, communities the market situation of systems sold doubled between active employees can sign profit- for swimming pool construction 2009 and 2011. participation certificates with their had dramatically changed. The respective Berndorf businesses. company’s current restructuring Berndorf Sondermaschinenbau: Asset preservation is guaranteed for measures aim to promote future ex- Change in Management the first two years. pansion of Berndorf pool construc- At the end of the year 2011, Otto tion in the EU and in the distant Stadler took over management of Aichelin: markets of Eastern Europe such as the company from Martin Barger. Success in Europe Ukraine or Russia. Barger is preparing for new respon- Aichelin, in 2011, was able to sibilities outside of the Berndorf follow their successful past at their New Subsidiary for Private Customers Group. The stable workload of the Mödling location. Contracts for Berndorf Pool GmbH deliberately 2011 year opened a new window for clients such as BMW, Daimler and addresses the growing market for Berndorf Sondermaschinenbau in Mannesmann brought Aichelin a private swimming pools. The firm, the acquisition of project business. workload that nearly reached the re- founded in April 2011, is already cord level of 2008. The production the eighth member of the Berndorf structure, made far more flexible Bäderbau Group. In addition to pool during the crisis years, passed the construction, after-sales services test at European Aichelin locations. like winterizing, repairs, and accessory sales are also of great impor- Aichelin’s Swiss subsidiary, SAFED, tance to Berndorf Pool GmbH’s impressed with innovation. The business model. recycling process developed by the company for carbon-fiber reinforced Silica: plastics won first prize in the Bern- Energy Storage System dorf Group’s group-wide innovation Silica Process Engineering, a competition, carried out for the first subsidiary of Berndorf’s in Berlin, time in 2011. constructed new plants for the drying and purifying of natural gas Vitality of Asia and they became operational in In 2011, Aichelin’s development 2011. in China remains a success story. The current largest challenge in These plants are now one of the two Asia is the competition for qualified most important Central European employees. However, Aichelin has natural gas storage systems. The been able to meet this challenge, projects, Haidach II and 7 Fields in with success. In 2011, Aichelin Upper Austria, use former natural achieved annual sales and revenue gas reservoirs to stockpile the im- that was twenty times higher than portant energy source. those 10 years ago in China. All of these activities were essential Furthermore, Silica was able to in China’s total earnings for the complete Nafta, the natural gas sto- Aichelin group. rage project in the Czech Republic. 27 MANAGEMENT REPORT MARKET CONDITIONS, SALES Strong Growth with Decreasing inflation rate as the biggest chal- ourselves secure as a result of these Vitality lenge for positive development of numbers. The Austrian economy was able private consumption. Despite strong Thus an initiative was introduced at to expand drastically in the year job growth, the unemployment rate the end of 2010- under the name 2011. The Austrian National Bank in Austria was reduced only slightly “Best in Class”- to all the compa- (OeNB) predicts 3.3% real GDP in 2011. nies in the Berndorf Group; the goal being to become the best company growth for Austria in the year 2011. This is a distinctly better outcome Vitality and Expansion Bring Company in each of their own respective than was expected just a year Records markets. ago; however it does not represent The Berndorf Group was able to the beginning of a longer-lasting, follow the successful 2010 econo- The drive to carry this vision out stronger economic upturn. In 2011, mic year with an even stronger year has already begun to show positive surveys among businessmen at 2011. Even without new additions results in 2011 and further sup- home and abroad already hinted to the company, the revenue level ports the overall positive develop- at an impending slowdown of the would have been close to that ment of the group. The Berndorf growth momentum. of the last economic boom year, Group’s free liquidity opens up 2008; the result achieved was a maneuvering room to make the Global Economic Prospects Weaker new historic peak. The contributi- necessary investments in the future The prospects of the global econo- on of stoba Precision Technology, that arise from this process. my have dimmed significantly since newly acquired in 2011, raised the the summer of 2011. According to total revenue of the Berndorf Group Ongoing High Volume of Orders further analysis from the OeNB, ini- to 530 million Euros in all. This is Despite weaker overall economic tiatives from abroad were especially a new company record. The Asian momentum in the second half of lacking. The cycle of investment markets, as in the previous years, the year, almost all companies of which first gained momentum in grew in importance for Berndorf the Berndorf Group recorded order 2010 had already begun to weaken Group. volumes at the same high levels of the year before. What contributed to by the middle of 2011. Export 28 growth, after a very good first quar- Nevertheless, global political and this - besides a positive economic ter in 2011, cooled off noticeably. economic developments show that environment - was the successful The OeNB saw the sharp rise in the it would be dangerous to consider flexibility in production, which was SHARE OF BUSINESS AREAS OF TOTAL CONSOLIDATED TURNOVER TOTAL CAPITAL YIELD in per cent 15% 22% 22% 12% 9% 11% 26% 6% 21% 3% Heat treatment Tool & mould making 0% 2007 2008 2009 2010 2011 Automotive industry Process & surface technology Pool construction, process engineering introduced during the last crisis new product to private consumers a prepayment penalty paid by stoba in many international Berndorf in distant European markets. for the redemption of loans. The locations. annual net profit therefor amounts Emerging Markets The emerging uncertainty about Nearly all of the Berndorf Group’s future economic development was six major divisions already have pro- initially limited to the banking duction locations in China or India. industry. At least until the end of This is reflected in the continually the 2011 year, far-reaching critical increased contribution of the Asian developments could be maintained. based firms to the total develop- The Berndorf Group, supported ment of the Berndorf Group. to 40.4 million. by its financial independence and autonomy, expects to ward off any Record results possible impact of the financial The result from ordinary activities crisis on its own companies in the in 2011 was 58.3 million and intermediate term. therefore the highest in Berndorf’s history. Compared to 2010 this is The market development for swim- an increase of 101%. This reflects ming pool construction displayed an the Berndorf Group’s excellent posi- unusual situation. As a result of the tioning and the effectiveness of the stressed financial situation in many quality and efficiency improvements Central European communities, implemented in all divisions during the markets drastically changed. the last crisis. Therefore Berndorf Bäderbau, made changes among the leadership team The extraordinary result of 2011 and introduced a restructuring pro- consists of accruals and provisions gram to open up new fields of busi- for restructuring measures that will ness for the company. The focus, of be done in 2012 (mainly in the this program, is on swimming pool pool construction division), acqui- operator models and marketing this sition cost for the stoba group and 29 MANAGEMENT REPORT FINANCIAL POSITION, INVESTMENTS As of December, 31st of 2011, the enables us to take full advantage backed securities. We prefer to Berndorf Group’s total assets had of any opportunities that present follow our previous path of prudent increased by EUR 96.4 to EUR themselves without warning. accounting without resorting to any 473.9. We are also very pleased to financial manoeuvring. report that our equity capital rose The financial position above means by EUR 40 million to EUR 161.4 that the Berndorf Group is well po- million. sitioned even in times of volatility. Investments Our net dept increased to EUR 77.4 In Berndorf, the project to build the High equity ratio million (previous year: EUR 13.4 Berndorf Band Group’s new main The equity ratio slightly improved million). office building successfully began. from 33.3% in 2010 to 34.9% The construction project at the in 2011. The net equity ratio was Long-term financing liabilities Berndorf location will be completed reduced from 43.9% in 2010 to In the previous year, the takeover according to plan in 2013 and will 40.8% mainly due to the acquisiti- of stoba Precision Technology, and unite all the company’s divisions on of stoba. a dedicated investment program in under one roof. it’s the automotive business, could Gross cash flow from operations be entirely internally sustained. amounted to EUR 84.3 million in 115, in Berndorf, has continued 2011 compared to 41.6 million in In addition, our encouraging per- to improve the energetic situation the previous year. formance in 2011 allowed us to in the Berndorf Group’s property replenish our reserves. Our long- portfolio. Flexibility through liquidity term financing needs are also well Even after the acquisition of stoba secured by our bond. There is still The acquisition of the majority Precision Technology the Berndorf no need to negotiate lines of credit stake in of stoba Precision Tech- Group’s liquidity stands at EUR 69 from the banks. nology GmbH & Co KG, a sixth million, which can be used for in- 30 The renovation of Hall Property major business field was added vestments at any time. This liquidity Our precise, forward looking liqui- to the Berndorf Group’s economic gives us great flexibility: it not only dity-planning also enables us to priorities. The company, located allows us to take appropriate and remain self-sufficient over the long in Backnang Backnang, Germany, timely action whenever needed in term. We are not currently making produces high-quality components difficult economic times, but it also use of debt factoring or of asset for fuel injection systems in combu- in Euro million INCOME FROM ORDINARY ACTIVITIES 75 50% 60 40% 45 30% 30 20% 15 10% 0 2007 2008 2009 2010 EQUITY RATIOnet in per cent 2011 stion engines in personal vehicles, Additionally, all Group companies trucks, and commercial vehicles. continued to invest in the equip- In the 4th quarter, a long-term ment and machinery needed to investment program was introdu- maintain the high standard of their ced to modernize and expand the modern production facilities and to production facilities, which lays the strengthen the Group’s innovative foundation for stoba’s upcoming capabilities. 0% 2007 2008 2009 2010 2011 international campaign. At EUR 52 million the Berndorf Modernization and technological Group’s investment activity corre- investments in Hueck Engraving, sponded to approximately 61% of located in Viersen, have been its gross cash flow; year-on-year in- successfully completed. The quality vestment increased to the 2.5 fold of endless band surface treatment (previous year: EUR 15 million). obtained through new technical possibilities received a positive Investments in intangible and reaction from the market. The total tangible fixed assets totaling investments amount to 2.5 million EUR 40.8 million are set against Euros. depreciation and amortization of BALANCE SHEET STRUCTURE* EUR 24.9 million. Approximately HASCO invested in expanding the EUR 11.1 million was invested in production area at the Lüdenscheid financial assets. 59% 58% 56% 61% 41% 42% 44% 39% site as well as in new technologies. This should help to successfully manage the good order situation after the best year since the reorganization of the company. The construction of a new production hall, begun in 2011, will be completed in summer 2012. 2011 Equity Liabilities 2010 Fixed assets current assets * minus cash & marketable securities 3 MANAGEMENT REPORT RESEARCH & DEVELOPEMENT, EMPLOYEES, OPPORTUNITY & RISKMANAGEMENT Research & Developement Employees Opportunity & Riskmanagement In terms of their research and deve- In 2011 the folly consolidated Employees throughout the Group lopment work, the companies in the companies employed anaverage of have a highly developed and deeply Berndorf Group cooperate with uni- 2,363 people – 1,226 operative ingrained awareness of the potenti- versities, research establishments workers and 1,137 office workers. al risks in procurement, distribution and customers. Our ongoing close and customer relations, and an relationship with our customers The Berndorf Group sees itself as ability to assess the risks involved plays an important role in the crea- a global company with a European in new product development. Mea- tion of new developments, because character. Although more than 90% sures were taken to further improve our customers provide us with the of all revenue is generated abroad their risk awareness. valuable practical knowledge that and/or for foreign clients, around often stimulates innovation. Even in a fourth of the group’s workforce To formally define this awareness, difficult times, we have maintained is still employed in Austria, the and to make it easy for everyone our research budgets in order to historical heartland of the company. to understand, there is an Internal maintain the technological lead that Berndorf AG has a clear commit- Control System (ICS) as part of gives us our competitive edge in the ment to Austria, and particularly the Enterprise Risk Management market. to Lower Austria. Just over every System in virtually every part of second employee is employed in the company. This issue is also Germany. addressed in each individual mana- Swiss Aichelin subsidiary, SAFED was honored as the first annual win- ging director‘s rules of procedure. ner in the Berndorf Innovation Competition for a recycling process for With a further focus on the flexi- carbon-fiber reinforced plastics that ble availability of working capital it developed. The competition, car- in mind, a new general financial ried out yearly, should strengthen guideline, applicable group-wide, the awareness of the importance of was developed in 2011. Continu- innovation in the Berndorf Group ing this, in 2012, a total of four in a lasting way, independent of detailed guidelines detailed will short-term economic trends, as well be carried out by the daughter as honor the achievements of the companies. companies’ development teams. 32 Our varied production portfolio acts No significant events that would as a buffer against cyclical fluctu- change the conclusions drawn ations, whilst our broad customer about 2010 have occurred since base minimizes our exposure to the balance sheet date. serious individual losses. We control financial risk by fixing interest rates and, where it makes sense to do so, by hedging against exchange rate fluctuations and manufacturing locally. We maintain a degree of flexibility in passing on fluctuations in prices and in the cost of raw materials to our customers. Thanks to our healthy equity capital base (equity capital 34.9% gross, 40.8% net) and available liquidity of EUR 69 million, there are no reasons to fear liquidity risks. Credit risks are minimized by WORKFORCE insurance and the diversified customer base of the Berndorf Group‘s companies. 2,500 2,000 The risks to which the Berndorf Group are exposed remain manageable and do not therefore pose a 1,500 1,000 threat to the continued existence of the company. 500 0 2007 2008 2009 2010 2011 33 MANAGEMENT REPORT OUTLOOK Outlook 2012 perform well under these economic a sustainable and positive outcome Economic researchers believe that conditions and on their diversified in the next year seems realistic. a possible expansion of the current product portfolio. Persistence on this path of autonomous organizational and financial national debt crisis into a real economic crisis within the next two Active Strategies for Handling Current capability will further strengthen years could happen. Nevertheless, Challenges the independent, growth-oriented the effects should be sufficiently The public debate during the market position of the Berndorf cushioned and/or delayed so as to lowering of many European national Group. make the development of a crisis economies’ ratings does bring the situation like that of 2008 impro- chance for effective reforms in We are working to keep these pro- bable. EU nations; however at the same gnoses achievable. Broad support time it leads to uncertainty about for innovative processes, the moti- WIFO, the Austrian Institute of Eco- the future path of the monetary vation of group companies to draw nomic Research, predicts growth of union. The market’s psychological on the “Best in Class” program to only about.4% in Austria in 2012, ramifications of this situation mean create a “winner’s mentality” and as well as 1.6% in 2013. Even that no certain mid- to long-term the increase of international efforts then, the average value shows no prognoses can be made at the in both the traditional and new general economic boom in sight. In moment. company areas will support us in this goal. WIFO’s intermediate-term prognosis for future development of until The Berndorf Group is therefore 2016, it remains a modest econo- consistently operating with vari- Growth through Internationalization mic recovery with average growth ous scenarios that can be adapted China and India - according to rates of 1.6% per year. However, to any situation. In this way, the WIFO - will continue to record the the Austrian economy will profit company is able to enter the chal- highest economic growth per year, from the favorable development of lenging 2012 year optimistically with +8.6% and +8.4% respective- international trade. WIFO calculates and with confidence. The consistent ly. Growth rates over 4 percent are an average yearly export growth of application of risk policies, good also expected for the other develo- 5.5% over the years 2012-2016. liquidity situation and proactive ping and emerging nations. role of management in directing the 34 We expect that the export-oriented companies of the Berndorf Group At the crest of this development, areas of the Berndorf Group will guarantees this outlook. Achieving the Berndorf Group’s companies have been active in these emerging declared growth goal. Reaching this forward to working together in the markets for several years now. The goal will strengthen the strategi- future, confident that we are equip- expected – and even stronger - es- cally independent position of the ped to meet whatever challenges tablishment of a customer focus in Berndorf Group even further for the the next few years have in store. the growth markets of China, India years 2012-2016. The decentra- and Brazil will place the companies lized organization of the group, and in the position to earn an even lar- the corporate commitment to its ger percentage of their total revenue employees, makes Berndorf today a in these regions. company with a global view. Individual growth in the now six We would like to take the opportuni- major company areas, differenti- ty to thank all of our employees for ated according to industry, is our their hard work in the past and look Berndorf, March 29th, 2012 Franz Viehböck Peter Pichler Dietmar Müller 10 years at Berndorf 22 years at Berndorf 23 years at Berndorf 35 “Concentrating on the Essentials Opens up Room to Maneuver and Brings Security” INTERVIEW NORBERT ZIMMERMANN Many observers will remember 2011 that I act as a sensitive seismo- time yet to become “spoiled” and ambivalently. Natural disasters and graph for future developments. “overweight” again. lines much of the year; while the eco- What expectations do you have for Someone who isn’t spoiled, gets nomic outlook darkened in the second 2012 and the years to follow? Do you through uncertain times better? half of the year. What does Berndorf see more danger or greater opportu- That alone would not be enough. AG take away from this year? nity? Our operations have also gained From the perspective of the board At the moment it is not possible to the confidence knowing that they and the owners’ representative, make any definite mid- to long- are prepared to handle the worst. 2011 was a very good year for Bern- term prognoses. Anything can be It’s the right training and proper dorf. The management and emplo- possible, even long-established preparation to handle various sce- yees brought in record results. It’s indicators are not always reliable. narios that makes the difference. a pleasure to see where the entire In 2008 the so-called ‘real econo- Good management can then make group now stands. From the figures my’ had not recorded an economic the right decisions - even when we have available, there is no major slump in a very long time. But this uncertain. crisis to be seen as of yet, although supposed calm was followed by one the strength of the order situation of the greatest collapses that we Take for example, the current future weakened. have ever experienced. Neverthe- of the Euro: the likelihood that it less, I believe the situation today is will break apart is 20 percent; the incomparable to then. likelihood that it partially breaks political crises dominated the head- What is happening at the head of the company to maintain this course? 36 apart is 50 percent, and so on. The structures are well established. Why - what is the difference? We can’t influence what happens The bodies of the company - the The main difference, in my opinion, around us. But the better we management and the Board of is that we are quite simply better prepare for various scenarios, the Directors - are able to concentrate prepared for uncertain situations better we’re able to hit upon the on their duties and practice good today. The crash of 2008/2009 right things to do. teamwork in their interactions with came out of the blue, after six the generations and the employees. uninterrupted years of growth. That Speaking of “hitting upon” some- This is important, because it gives was a shock. But many well-run thing, the “Innovation Emperor” was us enough time to prepare for diffe- companies, including Berndorf, awarded for the first time in 2011. rent scenarios. have come out of this crisis trim It recognizes those companies and I try to carry out my role as Chair- and athletic and remain in this employees that do exceptionally man of the Board in such a way condition today. There has been no forward-looking work in the Berndorf Group. What importance does innova- institutions cooperate with one ano- Construction, Silica and Berndorf tion have as a stimulus for growth in ther. I hardly notice communication Joint Ventures, there are six exciting Berndorf? issues. This is true not only for the centers from which new individual Innovation is the fundamental ener- management and Board of Direc- growth can emerge. I don’t current- gy that drives a company forward. It tors, but also for the owners and ly foresee an expansion to another, needs time and space, but also ap- labor representatives on the Board seventh center. preciation. Efficient structures in an of Directors. We don’t waste any organization allow the employees to time on marginal issues, but rather The roughly 2000 employees, loca- concentrate on the essentials giving use our energy on truly important ted in the German-speaking world, innovation the ability to thrive. things. give our company a very strong The innovation prize in Berndorf These included in particular the The variety of branches makes us brought gratifying projects to light establishment of event-based crisis-proof and opens up room to and showed how much imagination financial planning and the success- maneuver which should be exploi- there is in the company. The fact ful acquisition and integration of ted. We still have much to do not that the road from visionary idea to stoba. Both of these were examples only in Europe but particularly out- practical implementation is often of good cooperation for the Manage- side of Europe. Eight billion people a rocky one has not deterred our ment and the Board of Director. in total are waiting with needs and operations from pursuing it. All The Berndorf Group now stands on desires that need to be fulfilled. If the nominated projects are already six pillars and can continue to grow we are creative enough and willing being implemented by clients. In independently under its own power. to approach these people - from foundation in the center of Europe. Europe to Asia, to North and South this way, innovation becomes a long term strength. From the perspective of the owners America, or even to Africa - we will and the Board of Directors, what continue to succeed. You mentioned efficient structures growth-oriented development steps do that facilitate innovation. The you see coming to Berndorf AG? innovation prize was developed by After the major expansion with the Berndorf AG management and stoba and the resulting anchorage financed by the owners through the in the automotive supply industry, SAX foundation. Is this an example of the Berndorf Company, as a whole, what you mean by that? has reached a great width. With From my perspective, it’s a testa- Berndorf Band & Hueck, stoba, ment to how well Berndorf AG’s Aichelin, HASCO, Berndorf Pool 37 FINANCIALS BALANCE SHEET (ASSETS) IN TEUR 2011 2010 A. Fixed assets I. Intangible asset 1. Concessions, copyrights and other rights 2. Goodwill 3. Advance payments 171,577 2,690 1,193 1,429 68 111,387 2,089 999 1,090 0 II. Property, plant and equipment 1. Land, buildings and improvements on leasehold property 2. Machinery, plant and equipment 3. Other machinery, plant and equipment 4. Advance payments and assets under construction 130,571 36,090 56,972 20,993 16,517 76,857 37,875 26,724 8,657 3,601 III. Financial assets 1. Investments in affiliated companies (not consolidated) 2. Investments a) Investments in associated companies (consolidated) b) Investments in associated companies (not consolidated) c) Other investments 3. Loans to affiliated companies (not consolidated) 4. Marketable securities and rights 5. Other loans 38,316 6,610 11,793 7,733 3,740 319 218 18,591 1,104 32,441 7,476 12,525 7,440 4,755 330 218 11,000 1,222 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 less prepayments from customers 300,268 85,846 32,987 27,175 16,401 3,636 5,647 264,476 60,737 22,426 19,214 10,602 3,190 5,305 II. Receivables and other assets 1. Trade accounts receivable 2. Accounts receivable from affiliated companies (not consolidated) 3. Accounts receivable from associated companies 4. Other receivables and assets 145,509 96,587 7,601 6,192 35,130 112,784 68,743 9,829 2,442 31,770 III. Marketable securities 16,863 45,463 IV. Cash on hand and in banks 52,050 45,492 2,062 1,669 473,906 377,532 C. Prepaid Expenses (incl. deferred taxes of TEUR 1,055; prev. year TEUR 602) TOTAL ASSETS 38 BALANCE SHEET (LIABILITIES) IN TEUR A. Shareholders‘ equity I. Capital stock II. Participation certificate III. Capital surplus IV. Reserves V. Translation component VI. Minority interests VII.Unappropriated retained earnings (thereof retained earnings TEUR 62.359; prev. year TEUR 51.663) B. Untaxed reserves 1. Reserve from accelerated depreciation and other special write-off 2. Other untaxed reserves C. Grants Grants, § 3 Abs 1 Z 6 EStG 2011 2010 161,437 11,000 1,222 1,778 21,914 3,107 33,347 89,069 121,492 11,000 1,222 1,778 19,977 2,160 14,866 70,489 3,907 3,444 464 4,196 3,746 450 674 837 D. 1. 2. 3. 4. Accrued liabilities Accrual for serverence payments Accruals for pensions Tax accruals Other accruals 87,342 7,683 18,501 9,720 51,438 75,011 7,343 17,644 5,017 45,007 E. 1. 2. 3. 4. 5. 6. 7. 8. 9. Liabilities Loans ERP loans (subsidised) Bank loans and overdrafts Advance payments Trade accounts payable Liabilities due to drawn drafts and issued promissory notes Accounts payable to affiliated companies (not consolidated) Accounts payable to associated companies Other liabilities 219,440 45,000 4,014 97,259 22,351 25,784 0 1,936 1,187 21,909 173,592 45,000 5,689 53,701 33,591 17,334 51 210 6,822 11,194 F. Deferred income 1,106 2,404 TOTAL LIABILITIES 473,906 377,532 Contingent liabilities 39,190 17,352 39 FINANCIALS INCOME STATEMENT IN TEUR 2011 2010 528,532 374,602 2. Decrease/increase in finished and unfinished goods and work in progress 3. Own work capitalized 12,384 8,607 7,454 2,656 4. Other operating income a) Income from sale of property, plant and equipment b) Income from reversal of accruals c) Other 11,648 415 2,745 8,488 9,243 917 1,546 6,780 -250,167 -213,740 -36,427 -185,009 -154,249 -30,760 -138,757 -40,824 -69,744 -1,993 -1,886 -98,529 -21,382 -56,797 -1,309 -1,409 -22,667 -1,643 -16,919 -713 -24,444 -12,607 -84,170 -800 -83,370 -66,214 -588 -65,626 1. Net sales 5. Costs of materials and purchased 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 contributionse f) Other social benefit 7. Amortization on intangible and depreciation on tangible assets 8. Other operating expenses a) Taxes b) Other 9. OPERATING INCOME 40 63,633 31,596 IN TEUR 2011 2010 10. Income from investments a) Associated companies b) Other 2,348 2,348 0 1,663 1,663 0 11. Income from other longterm securities and loans 288 143 12. Other interest and similar income 1,911 (thereof affiliated companies TEUR 279; prev.year TEUR 263) 1,622 13. Income from retirements and writeup of financial assets and marketable securities 1,581 14. Expenses related to financial assets and marketable securities -1,734 a) Amortization -1,509 b) Other -225 15. Interest and similar expenses -9,693 (thereof affiliated companies TEUR 6; prev.year TEUR 4) 16. RESULT FROM FINANCIAL ACTIVITIES -5,298 17. RESULT FROM ORDINARY ACTIVITIES 163 -465 -321 -144 -5,768 -2,642 58,335 28,954 541 6,001 19. Extraordinary expense -7,919 -4,356 20. EXTRAORDINARY RESULT -7,378 1,645 -10,526 -5,508 40,430 25,091 346 868 -14,067 -6,872 0 -261 62,359 51,663 89,069 62,359 18. Extraordinary income 21. Income taxes 22. NET PROFIT 23. Transfer from untaxed reserves 24. Minority interests 25. Transfer to untaxed reserves 26. Retained earnings/accumulated losses 27. DIVIDENDS DECLARED AND PAYABLE 41 FINANCIALS CASH FLOW STATEMENT IN TEUR 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 2011 2010 58,335 28,954 25,733 0 -1,890 -163 1,030 -22,514 3,859 -6,336 58,054 12,926 -1 -1,079 -218 0 -26,856 462 10,114 24,302 Net cash flow from extraordinary activities Payments for corporate income taxes Net cash flow from operating activities -4,069 -6,395 47,590 -4,822 -3,710 15,770 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 associated companies and other payments from additionally bought shares Payments from deconsolidation of subsidiaries Payments for fixed assets (excl. financial assets) purchased during the year Payments for financial assets purchased during the year Net cash flow from investment activities 33,476 3,691 6,938 2,297 -1,515 0 -39,956 -11,131 -15,435 11 0 -11,383 -4,830 -6,967 Capital contribution from shareholders Repayments of loans Payments from participation certificates Net cash flow from financial activities -9,641 -46,906 468 -56,079 -4,519 -27,148 189 -31,478 -23,924 623 1,260 90,954 68,913 -22,041 -22,675 812 0 112,817 90,954 -21,862 Effective payment changes in cash and cash equivalents Changes arising from exchange rates or other changes Erstkonsolidierung verbundene Unternehmen, nicht konsolidiert Liquid funds at the beginning of the year/period Liquid funds at the end of the year/period Cash (+) increase/ (-) decrease Composition of liquid funds Cash on hand and in banks 52,050 45,492 Marketable securities (current assets) 16,863 45,462 42 REPORT OF THE SUPERVISORY BOARD In the 2011 financial year, the Supervisory Board held ments did not reveal any material grounds for objection six meetings and performed its duties in accordance and were thus awarded an unqualified opinion. with the law and the articles of association. The Supervisory Board agrees with the result of the The Board of Directors informed the Supervisory Board audit, with the financial statements including the at regular intervals verbally and in writing about the management report and proposal for the appropriation course of business and about the situation of the Group of net income submitted by the Board of Directors, and and the Group companies. The Supervisory Board dis- approves the financial statements in accordance with § cussed in detail all transactions and measures requiring 125 par. 3 of the Austrian Stock Exchange Act (Aktien- its approval. gesetz), which are thus considered adopted. The Board also agrees with the consolidated financial At the meetings of the Supervisory Board, members statements prepared in accordance with § 246 of the particularly discussed acquisitions, the economic Austrian Corporate Code (Unternehmensgesetzbuch). situation of the Group companies and their outlook, measures to improve competitiveness and market po- We would like to express our sincere thanks to the sition, as well as the Group’s investment and financial members of the Board of Directors and to all employees planning. for their dedication and outstanding performance. The 2011 financial statements and consolidated finan- Berndorf, March 2012 cial 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 Norbert Zimmermann, financial statements and consolidated financial state- Chairman of the supervisory board 43 AUDITOR‘S REPORT We have audited the consolidated financial statements of the accounting standards applied and the principal of Berndorf Aktiengesellschaft, Berndorf, for the finan- estimates made by the legal representatives, as well as cial year from 1 January to 31 December 2011. The pre- an evaluation of the general import of the consolidated paration and the contents of these consolidated financial financial statements. We believe that the audit evidence statements, as well as the consolidated management we have obtained is sufficient and appropriate to provide report prepared in accordance with Austrian company a basis for our audit opinion. law, are the responsibility of the legal representatives of the company. It is our responsibility to issue an audit Our audit did not give rise to any objections. In our opi- opinion on said consolidated financial statements based nion, based on the findings of our audit, the consolida- on our audit and to issue a statement as to whether the ted financial statements of Berndorf Aktiengesellschaft consolidated management report is consistent with the comply with the legal provisions and give a true and fair consolidated financial statements. view, in accordance with generally accepted Austrian accounting principles, of the net assets and financial posi- We carried out our audit in accordance with the statutory tion as at 31 December 2011, as well as the results of provisions applicable in Austria and with the principles operations and cash flow of the Group for the financial of proper auditing. These principles require that we plan year from 1 January to 31 December 2011. The consoli- and perform the audit in a way that enables us to issue dated management report is consistent with the consoli- a sufficiently confident opinion on whether the consoli- dated financial statements. dated 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. Vienna, March 2012 Deloitte Wirtschaftsprüfungs GmbH Michael Heller Gudrun Dorner Auditors 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 44 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. ADRESSES Berndorf AG Berndorf Band GmbH Joh. Pengg AG Leobersdorfer Str. 26 Leobersdorfer Str. 26 A-8621 Thörl – Austria A-2560 Berndorf – Austria A-2560 Berndorf – Austria T: +43 / 3861 / 5090 T: +43 / 2672 / 829 00 T: +43 / 2672 / 800 F: +43 / 3861 / 2318 F: +43 / 2672 / 834 26 F: +43 / 2672 / 84 176 www.wire-pengg.com www.berndorf.at www.berndorf-band.at PC Electric GmbH HASCO Hasenclever GmbH + Co KG HUECK Rheinische GmbH Diesseits 145 Im Wiesental 77 Helmholtzstr. 9 A-4973 St. Martin – Austria D-58513 Lüdenscheid – Germany D-41747 Viersen - Germany T: +43 / 7751 / 61 220 T: +49 / 2351 957 / 0 T: +49 / 2162 / 94694-0 F: +43 / 7751 / 69 69 F: +49 / 2351 957 / 237 F: +49 / 2162 / 94694-51 www.pcelectric.at www.hasco.de www.hueck-rheinische.com stoba Präzisionstechnik GmbH + Co KG Berndorf Metall- und Bäderbau GmbH Seilwerk GmbH Lange Äcker 8 Leobersdorfer Str. 26 Binderlandweg 7 D-71522 Backnang – Germany A-2560 Berndorf – Austria A-4030 Linz – Austria T: +49 / 7191 806 / 115 T: +43 / 2672 / 836 40 T: +43 / 732 / 381 271-0 F: +49 / 7191 806 / 169 F: +43 / 2672 / 836 40-49 F: +43 / 732 / 383 848-20 www.berndorf-baederbau.com www.lumpi-berndorf.at Lumpi-Berndorf Draht- und Aichelin GmbH Fabrikgasse 3 Silica Verfahrenstechnik GmbH A-2340 Mödling – Austria Wittestr. 24 T: +43 / 2236 / 236 46-200 D-13509 Berlin – Germany F: +43 / 2236 / 222 291 T: +49 / 30 / 435 73 5 www.aichelin.at F: +49 / 30 / 435 73 300 www.silica.de Publisher Berndorf AG Leobersdorfer Straße 26 A-2560 Berndorf, Austria Company Reg. Number: FN117391i Company Registrar: LG as HG Wr. Neustadt VAT-Nr.: ATU14689005 Layout and Production chilidesign, P. Hötzl - Grafics, Putz & Stingl - textual content of annual reviews Pictures & Illustrations chilidesign, Archiv Berndorf AG Print Art & Designhouse, Armin Jölly