Oranjewoud N.V Semi-Annual Financial Statements

Transcription

1 - Press Release - Oranjewoud N.V Semi-Annual Financial Statements Operating income increased, net loss Gouda, Netherlands, August 30, 2013 operating income rose modestly (+2.4%) to million (2012: million) operating result (EBITDA) fell by 43% to 16.7 million (2012: 29.6 million) 2012 EBITDA including the Ooms negative goodwill of 7.1 million. "Recurring" EBITDA fell by 5.8 million (20%) backlog (excl. Riyadh project at nearly 1 billion) increased by 35.4 million (1.4%) to 2,536.0 million amortization (non-cash) fell strongly (-24.4%) to 5.3 million (2012: 7.0 million) net loss of 6.4 million, 2012 profit of 7.7 million no projections for the second half of the year or 2013 as a whole Key figures Results (in millions of euros) Halfyear Halfyear Operating income Ebitda Amortization Net profit Total comprehensive income Employees (headcount) Number at end of first halfyear Backlog (in millions of euros) Total at end of the first halfyear 2,536.0 *) 2,500.6 Equity (in millions of euros) Equity (E) Total assets (TA) 1, ,118.2 E/TA 21.3% 23.2% E/TA (excl. PPP-projects) 22.9% 25.4% *) Excl. Riyadh and Sweden (see note 17 subsequent events) 1

2 General Earnings in the first half of the year are considerably worse than in the first half of The operating earnings (EBITDA) fell by approx. 13 million. Two factors are the main contributors to the difference from the previous year. The first half of 2012 saw a negative goodwill of 7.1 million on the acquisition of Ooms Holding Nederland B.V. This is a non-recurring factor affecting the earnings. In addition to this, in the Buildings segment, operating earnings were 7.9 million lower due to project provisions, a low capacity utilization rate and reorganization costs. The impact of the measures taken will become visible starting in the second half of Market conditions on the domestic market in the Netherlands are challenging. This is true in all Oranjewoud N.V. segments. Management views 2013 as a year of transition. The transition is also intended to lay the foundations for future success on the domestic market starting in Foreign activities are increasing in scope, which in the future will compensate for the decrease in sales in the Netherlands. The backlog recently increased with two major projects: installation of subway lines in Riyadh (Saudi Arabia) for approx. 1 billion and an 80 million long-term rail maintenance contract in Sweden. Oranjewoud N.V. took out financing for the acquisition of Strukton Groep N.V. in 2010, and the credit facilities present at Strukton at that time were also refinanced. The term of these loans is three years and will end on October 29, On August 1, 2013 the loans were refinanced at market conditions. The term of these loans is four years and will end on July 31, Sales and Profit Oranjewoud N.V. concentrates its activities in five segments. Consultancy and Engineering Services Half year Half year (in millions of euros) Operating income Ebitda Backlog Number of employees (half year end) The Consultancy and Engineering Services segment (Europe, United States, Colombia and India) has had a relatively good first half of the year. Operating income in the United States, France and Colombia was higher in the first six months of 2013 than it was in the first half of In the Netherlands sales have been stable and in Belgium they fell modest. The Environment and Safety business lines saw a sales increase in the Netherlands. Unihorn India in New Delhi, acquired on January 8, 2013, contributed 1.2 million to sales in the first half of the year. The EBITDA in the United States and in Colombia is higher compared to the first half of the previous financial year, primarily due to an increase in sales. In the Netherlands, Belgium and France, the EBITDA is reasonably stable compared to the first half of The overall result was a slight decline. Géo-Hyd was acquired in France on January 30, The Géo-Hyd acquisition fits in well with Antea France's strategy of further developing its water management expertise. It contributed 0.7 million to sales in the first half of the year. Rail infrastructure Half year Half year (in millions of euros) Operating income Ebitda Backlog Number of employees (half year end) The Rail Infrastructure Market segment showed an increase in operating income and EBITDA compared to the same period last year, partly due to the acquisition on April 8 of a majority stake in the Italian firm CLF. CLF has contributed 22.4 million to sales since the acquisition date. A provisional Purchase Price Allocation (PPA) was defined for CLF. This has not yet been completed because adequate information is not yet available for all of the relevant aspects. Therefore, 2

3 the (opening) balance sheet and P&L included in the consolidated figures do not factor in the PPA impact. The PPA is expected to be completed in the third quarter. It have been foreign activities in particular that have exhibited growth. The changes on the Dutch market require further adjustment of the organization in the Netherlands. Civil infrastructure Half year Half year (in millions of euros) Operating income Ebitda Backlog Number of employees (half year end) The Civil Engineering Market segment enjoyed higher operating income in the first half of this year compared to the same period last year. Specifically this increase in income was generated by the acquisition of the Rasenberg infrastructure activities on January 7, Rasenberg contributed 28.3 million to sales in the first half of the year. Earnings in the first half of 2012 were positively affected by the negative goodwill on the acquisition of Ooms Nederland Holding B.V. Excluding this one-of profit of 7.1 million, the EBITDA in the first half of 2013 was higher than the same period last year. This is in spite of the difficult market conditions. The backlog is well filled and there are a variety of promising international tenders. Buildings Half year Half year (in millions of euros) Operating income Ebitda Backlog Number of employees (half year end) The Buildings segment is a merger of the Technical Management and Installation Management segment and the Buildings segment. These segments were brought under the same management in early The organizations were integrated and the aim of the new organization is to reinforce it's market position by bringing together knowledge and skills. The Buildings segment's operating income and EBITDA fell strongly in the first half of this year compared to the same period last year. The economic crisis in the Netherlands had its greatest impact on this segment. The negative EBITDA was caused by poor results in several projects, a low capacity utilization rate and reorganization costs. The organization will be further adapted to market conditions. The impact of the measures taken, including a reduction in the workforce, will not be evident until the second half year of Other Half year Half year (in millions of euros) Operating income Ebitda Backlog Number of employees (half year end) Operating income in the Other segment, consisting of Sports International, Temporary Staff and Other, is significantly lower compared to the same period in Operating income and profits lagged due to persistent pressure on margins and market conditions. 3

4 Balance Sheet and Cash Flows Solvency was 21.3% at the end of the first half of 2013 (excl. PPP projects: 22.9%). At 2012 year-end, solvency stood at 23.2% (excl. PPP projects: 25.4%). This slight decrease in solvency is a consequence of consolidations after the recent acquisitions. The cash flow and cash position are in line with expectations. Financing and Share Capital Financing Oranjewoud N.V. took out financing for the acquisition of Strukton Groep N.V. in 2010, and the credit facilities present at Strukton at that time were also refinanced. The term of these loans is three years and will end on October 29, The loans were refinanced on August 1, The term of these loans is four years and will end on July 31, This means that approx million of the current liabilities as of June 30, 2013 have become long-term debt in the meantime (after balance sheet date). Share Capital The company did not issue any new shares in In July of 2013 majority shareholder Centric B.V. did in fact increase its stake in Oranjewoud N.V. to 95.56% with the purchase of 1,206,312 A shares. Bank Covenants Oranjewoud N.V. is compliant with the conditions agreed with the banks for the entirety of 2012 and as of March 31, 2013 and June 30, This applies to all covenants within the Group, with the exception of the covenant relating to the term loan for financing the acquisition of Strukton Group. There was a lower ratio for the Dutch guarantor group's share in the assets as of December 31, 2012, March 31, 2013 and June 30, 2013 and the EBITDA for 2012 and RTM up to March 2013 and June 2013 due to the relatively progressive growth of the international group entities that are not part of the guarantor pool. A waiver has been received for this from the banks. Risks The 2012 annual report included a description of the primary risks. Due to the increased stake in CLF and the further internationalization resulting from this acquisition as well as that of Unihorn India, there are other geographic and debtor positions for which all of the potential risks are mitigated individually. Outlook The Board of Oranjewoud N.V. has not issued any statements regarding revenues or profits for Declaration of the Board These figures for the first half of the year have not been subject to review by an auditor. The management declares that, to the best of its knowledge: The 2013 semi-annual financial statements reflect a true picture of the assets, liabilities, financial position and result of Oranjewoud N.V. and the other companies included in the consolidation. The semi-annual financial statements issued by the Board of Directors reflect a true summary of the information required under Article 5:25d (clauses 8 and 9) of the Dutch Financial Supervision Act (Wet op het financieel toezicht). The Board of Directors, G.P. Sanderink P.G. Pijper August 30,

5 ABBREVIATED CONSOLIDATED STATEMENT OF FINANCIAL POSITION (in thousands of euros) *) Non-current assets Intangible assets (1) 108,455 91,542 Property, plant and equipment (2) 179, ,543 Investment property 9,493 9,583 Associates (3) 2,700 33,362 Other financial non-current assets (4) 101,015 74,072 Deferred tax assets 14,107 13, , ,463 Current assets Inventories 42,716 38,666 Receivables (5) 774, ,395 Cash and cash equivalents (6) 99,681 97, , ,694 Total assets 1,332,694 1,118,157 Equity attributable to equity holders of the parent company (7) 252, ,224 Non-controlling interests 30,455 (56) Total equity 283, ,168 Non-current liabilities Deferred employee benefits 26,023 24,389 Provisions 14,657 13,018 Deferred tax liabilities 23,551 18,648 Subordinated loans 1,708 2,005 Non-current liabilities (8) 96,578 65,614 Total non-current liabilities 162, ,674 Current liabilities Trade payables 272, ,050 Amounts owed to credit institutions 127,188 50,338 Work in progress 128, ,794 Corporate income tax payable 2,770 2,040 Provisions 7,441 3,782 Other current liabilities (9) 348, ,311 Total current liabilities 886, ,315 Total equity and liabilities 1,332,694 1,118,157 *) Unaudited. **) Comparable figures have been adjusted due to implementation of IAS19R. 5

6 CONSOLIDATED STATEMENT OF INCOME (in thousands of euros) For the first halfyear: *) Revenue 785, ,081 Other operating income 24 7,942 Total operating income (11) 785, ,023 Project costs of third parties (330,107) (331,441) Added value 455, ,582 Staff costs (363,355) (333,505) Other operating expenses (74,984) (72,474) Depreciation (13) (19,035) (19,044) Total operating expenses (457,374) (425,023) Operating profit (2,292) 10,559 Finance revenue (14) 2,362 8,323 Finance costs (14) (5,795) (10,864) Net finance revenue/(costs) (14) (3,433) (2,541) Share in profit of associates (15) (1,211) (32) Profit before taxes (6,936) 7,986 Income tax (16) 562 (244) Net profit for the year (6,374) 7,742 Attributable to: Equity holders of the parent company (6,355) 7,757 Non-controlling interests (19) (15) EARNINGS PER SHARE (in euros) Net earnings per share attributable to equity holders of the parent company (basic and diluted) (0.11) 0.14 Average number of shares outstanding 56,878,147 56,878,147 *) Unaudited. 6

7 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (in thousands of euros) For the first halfyear: *) Profit after taxes (6,374) 7,742 Other comprehensive income to be reclassified to profit and loss in future periods Changes in fair value of derivatives for hedge accounting 351 (920) Income tax (88) (690) Currency translation differences (320) (117) Income tax - - (320) (117) Other comprehensive income to be reclassified to profit and loss in future periods (57) (807) Change in actuarial reserve 0 (2,660) Income tax Other comprehensive income not to be reclassified to profit and loss in future periods 0 (1,995) Total comprehensive income after taxes (6,431) 4,940 Attributable to: Equity holders of Oranjewoud (6,412) 4,955 Non-controlling interests (19) (15) Total comprehensive income after taxes (6,431) 4,940 *) Unaudited. 7

8 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (in thousands of euros) Equity Attributable to equity holders of the parent company Non- Total Issued Share Transla- Legal Hedge- Actua- Retained Profit for Total controlshare premium tion dif- reserve reserve rial earnings the finan- capital ling incapital ferences subsidi- reserve cial year and terests reserve aries reserves Balance at January 1 st, , ,495 1,724 3,614 (1,539) (1,594) 40,384 17, , ,757 Retained earnings for ,859 (17,859) , ,495 1,724 3,614 (1,539) (1,594) 58, , ,757 Profit for the financial year ,757 7,757 (15) 7,742 Other results - - (117) (716) (690) (551) (1,358) - (1,358) Total comprehensive income after taxes - - (117) (716) (690) (551) 716 7,757 6,399 (15) 6,384 Balance at June 30th, 2012 *) 5, ,495 1,607 2,898 (2,229) (2,145) 58,959 7, , ,141 Balance at January 1 st, , ,495 2,071 3,248 (2,137) (5,314) 58,609 23, ,224 (56) 259,168 Non-controlling interests ,530 30,530 Retained earnings for ,564 (23,564) , ,495 2,071 3,248 (2,137) (5,314) 82, ,224 30, ,698 Profit for the financial year (6,355) (6,355) (19) (6,374) Other results - - (320) (178) - (57) - (57) Total comprehensive income after taxes - - (320) (178) (6,355) (6,412) (19) (6,431) Balance at June 30th, 2013 *) 5, ,495 1,751 3,426 (1,874) (5,314) 81,995 (6,355) 252,812 30, ,267 *) Unaudited. **) Comparable figures have been adjusted due to implementation of IAS19R. 8

9 CONSOLIDATED STATEMENT OF CASH FLOWS (in thousands of euros) For the first halfyear: *) Profit after taxes (6,374) 7,742 Non-cash movements: Profit/(loss) of associates 1, Corporate income tax (562) 244 Finance revenue and costs 3,433 2,541 Depreciation and gain on sale of property, plant and equipment 19,035 19,044 Badwill 0 (7,107) Change in provisions (2,950) 347 Cash flow from operating activities before changes in working capital 13,793 22,843 Changes in working capital: Trade payables (15,467) (5,532) Other current liabilities (32,591) (32,750) Inventories (2,123) (3,211) Work in progress (20,181) (18,119) Trade receivables 20,105 (4,446) Other receivables and prepayments and accrued income 12,568 (9,523) Change in working capital (37,689) (73,581) Received dividends of associates 0 10 Interest received 1,513 1,407 Income tax paid (674) (4,698) (36,850) (76,862) Cash flow from normal activities (23,057) (54,019) PPP-Receivables (15,930) (6,176) Cash flow from operating activities (38,987) (60,195) Investments in intangible assets (128) (567) Investments in property, plant and equipment (9,515) (11,810) Investments of associates Acquisition in associates (35,727) (10,108) Disposal of property, plant and equipment Change in other financial non-current assets 306 (979) Cash flow from investing activities (43,968) (22,977) Drawings subordinated loans 0 1 Repayments subordinated loans (297) (258) Drawings loans 21,035 11,233 Repayments loans (10,366) (13,774) Drawings bankdebt Repayments bankdebt 0 (115) Interest paid (2,160) (6,215) Cash flow from financing activities 8,398 (9,128) Net cash flow (74,557) (92,300) Balance of cash and cash equivalents at January 1 st 48, ,356 Exchange differences on cash and cash equivalents (59) (242) Balance of cash and cash equivalents at June 30th note 6 (26,385) 18,814 *) Unaudited. 9

10 PRINCIPLES OF VALUATION Information on the Company Oranjewoud N.V. is a public limited liability company under Dutch law, with it's head office at Antwerpseweg 8, Gouda, the Netherlands. Shares in the company are listed on the official Euronext N.V. Exchange in Amsterdam. Centric B.V. holds a 93.44% stake in Oranjewoud N.V. (95.56% as of July 2013). Centric B.V. is 100% owned by Gerard Sanderink's Stichting Administratiekantoor Centric. Oranjewoud N.V. is active in the areas of consulting and engineering services, sports and leisure facilities, temporary staff, rail systems, civil engineering, construction, technical management and installation technology and PPP concession projects. The organization is a provider of high-quality services across a wide-ranging field covering infrastructure and accommodation solutions, urban development, construction, nature and landscape, environment and safety, property and sports & leisure. Oranjewoud N.V. takes care of the whole process, from preliminary studies, consultancy, design, planning and organization, right up to realization, management and operation. The 2013 semi-annual financial report was drafted on August 30, 2013 by the Board of Directors and approved by the company's Supervisory Board. Basic Principles The semi-annual report is a summary and does not contain all the information and explanatory notes found in annual financial statements. They should therefore be read together with the 2012 financial statements. The semi-annual report is quoted in Euros, which is the company's functional currency. The semi-annual report was prepared in accordance with the International Financial Reporting Standards (IFRS) as approved by the European Union. The same principles were applied in the preparation of this interim report as were applied in the 2012 financial statements, with the exception of changes due to new and/or amended standards applied on or after January 1, The 2012 financial statements, which provide a detailed explanation of these principles, are available on our website ( The 2013 semiannual report was drafted in accordance with IAS 34 Interim Financial Reporting. The company has changed IAS 19 Employee Benefits in the principles as a result of new and/or amended standards applied on or after January 1, The opening balance sheet has been amended for this revised IAS. This had an impact of 1.9 million on the provisions for deferred employee benefits as of December 31, 2012 and June 30, 2013, 1.4 million on equity and 0.5 million on the current tax position. The following new and/or amended standards and interpretations, which are relevant to the Group, were applied for the first time in the 2013 semi-annual figures: IAS 1: Presentation of Financial Statements Change regarding presentation of "Other Comprehensive Income". This changes the presentation of entries by groups in the unrealized gains. This amendment has resulted in an adjustment to the presentation of the total profit/loss and does not affect the Group's financial position. IAS 34: Interim Financial Reporting This concerns further disclosure provisions with regard to segmentation in the interim reporting. IFRS7: Financial instruments: Disclosures An amendment with respect to disclosure regarding the offsetting rights. This amendment requires more extensive explanatory notes. The amendment does not have any impact on the Group's financial position or earnings, but will result in more extensive explanatory notes. Risks and Estimates Preparation of this semi-annual report in accordance with IAS 34 requires management to form opinions and make estimates and assumptions which affect the application of principles and the reported value of assets and liabilities, and of revenue and costs. The estimates and associated assumptions are based on past experience and various other factors which are considered to be reasonable given the circumstances. Actual results may deviate from these estimates. The estimates and underlying assumptions are subject to continuous review. Estimate revisions are incorporated in the period in which the estimate was revised, or in future periods if the revision applies to future periods. The estimates in these semi-annual financial statements are the same as those applied in the preparation of the consolidated financial statements for the 2012 financial year. Due to the increased stake in CLF and the further internationalization resulting from this acquisition as well as that of Unihorn India, there are other geographic and debtor positions for which all of the potential risks are mitigated individually. Financial Risk Management The Group observes a strict policy designed to manage and mitigate current and future risks and minimize their financial costs. This is achieved by means of general management measures, such as internal procedures and instructions and specific measures geared towards controlling defined risks. The Group's main financial risks are interest risks, currency risks, credit risks, liquidity risks, inflation risks and supplier risks. The risks from fluctuations in exchange rates and interest rates are partially covered using a diverse array of derivatives that transfer the risks, to which the primary financial 10

11 instruments are subject, to other contract parties. Interest and currency risks are largely managed centrally. No speculative positions are taken. The manner in which the risks are hedged has not changed since the end of Seasonal Effects In particular, the rail, civil engineering and buildings segments and realization as part of the consulting and engineering services segment and sports international as part of the other segment are subject to seasonal effects impacting sales and profits, which typically make profits in the second half of the year higher than in the first. 11

12 1. Intangible Fixed Assets Acquired participations generate cash flows either independently or with other components of the segment and are therefore defined internally as Cash Generating Units (CGUs) either independently or with other segment components. An impairment test is conducted on the capitalized goodwill once a year in accordance with IAS 36 at the CGU, segment and Group levels. Therefore, the Group did not apply any impairment on the goodwill in this half of the year. Rasenberg Holding B.V. On January 7, 2013, Oranjewoud N.V. acquired the infrastructure activities of Rasenberg Holding B.V. through its subsidiary Strukton Civiel B.V. In this process, Strukton Civiel B.V. purchased a 100% stake in Rasenberg Wegenbouw B.V., Rasenberg Verkeer & Mobiliteit, Reanco B.V. and R.O.B. B.V. These activities are being continued under the name Rasenberg Infra B.V. In addition, Oranjewoud N.V. also acquired the environmental activities of Rasenberg Milieutechniek, by means of an assets/liabilities transaction through Strukton Civiel B.V. These activities are being continued under the name Strukton Milieutechniek. The PPA relating to this acquisition is still provisional, since the transaction has not yet been completed in full. Acquisition of the infrastructure activities of Rasenberg Holding B.V. fits in with Strukton's strategy, which focuses on expansion and extension of the chain. With this acquisition, Strukton Civiel reinforces its infrastructure activities and its position as a road builder by gaining national coverage in this market. Unihorn India Oranjewoud subsidiary Strukton Civiel B.V. and Ooms Bouw & Ontwikkeling B.V. reached an agreement on January 8, 2013 on the acquisition of the activities of Unihorn India Pvt. Ltd. This transaction is an expansion of the transaction for the acquisition of Ooms Civiel B.V., completed on January 5, In the future, Unihorn India Pvt Ltd.'s activities will be placed under Antea Group, which is the international consultancy and engineering firm within the Oranjewoud Group. The PPA for this acquisition is still provisional. From a business perspective, the acquisition of Unihorn India Pvt. Ltd. has contributed to expanding the Group's consultancy and engineering services into Asia. Géo-Hyd Oranjewoud subsidiary Antea France and Géo-Hyd reached an agreement on January 30, 2013 for the acquisition of 100% of the shares in Géo-Hyd. The PPA for this acquisition is still provisional. The Géo-Hyd acquisition fits in well with Antea France's strategy of further developing its water management expertise. SPC ISE B.V. On February 11, 2013, through Strukton Assets B.V., Oranjewoud N.V. acquired the shares in SPC ISE B.V. from B.V. Projectmaatschappij Complan and Van Straten Groep B.V., resulting in a 100% stake. The PPA for this acquisition is still provisional. CLF SpA On March 29, 2013, Oranjewoud subsidiary Strukton Rail reached an agreement with Unieco SC for the increase of Strukton Rail's stake in the Italian railroad builder CLF SpA. Strukton Rail has been a shareholder since 1998 and increased its stake from 40% to 60%. Unieco remains a 40% stakeholder. It was also agreed that Unieco has a put option to sell its remaining shares, under certain conditions, to Strukton Rail between 2 and 5 years after execution of the purchase agreement. The PPA relating to this acquisition is still provisional, since the transaction has not yet been completed in full. This step is in line with Strukton Rail's goal of strengthening and further expanding its position as a full service provider of rail systems in six European countries. As a railroad specialist in joint ventures with renowned system suppliers, it is also striving towards selective growth in countries outside of Europe. The share purchase liabilities associated with the aforementioned acquisitions amount to approx. 40 million. Business Combinations The contribution from all business combinations to the operating income between the acquisition date and June 30th, 2013 was 52.6 million. The contribution to the net result was 1.1 million negative. 12

13 2. Tangible Fixed Assets The first half of 2013 saw 9.5 million in investments in tangible fixed assets ( 11.8 million in the first half of 2012) and 0.4 million in disposals ( 0.5 million in the first half of 2012). These disposals involved a total acquisition value of 3.9 million ( 4.8 million in the first half of 2012). 3. Associates The associates amount to 33.4 million as of December 31, 2012 and include a 40% stake in Costruzione Linee Ferroviarie S.p.A. (CLF). Due to the increase in the stake in CLF to 60% in the second quarter of 2013 and the resulting consolidation, the value of the stake in CLF of 31.0 million was deducted from the associates. 4. Other financial non-current assets Non-cur- PPP- Invest- Financial Total rent recei- recei- ments derivables vables vatives Carrying amount at January 1 st, ,698 79,285 4, ,267 Acquisition of associates Investments - 13, ,324 Disposals - (30,043) - - (30,043) Loans Loan repayments (570) (7,912) - - (8,482) Accretion - 4, ,295 Fair Value changes - (3,855) (3,697) Other changes (232) (232) Carrying amount at December 31 st, ,536 55,094 4, ,072 Carrying amount at January 1 st, ,536 55,094 4, ,072 Acquisition of associates , ,425 Investments Loans , ,730 Accretion (3,026) (3,026) Fair Value changes - (313) - 29 (284) Carrying amount at June 30th, ,763 83,773 4, ,015 The PPP receivables are outstanding payments arising from concession agreements in the Netherlands. The term of the various PPP receivables is approx. 25 years. The majority (of the sum of the receivables) has a term of over five years. 13

14 5. Receivables Receivables from affiliated companies Trade receivables 377, ,838 To be invoiced for completed projects 15,420 7,388 To be invoiced for work in progress 265, ,942 Income tax receivables 11,457 4,433 Taxes and social security 10,009 5,408 Other receivables 58,108 36,515 Prepayments and accrued income 36,770 46, , , Cash and cash equivalents Banks 99,620 97,587 Cash ,681 97,633 Amounts owed to credit institutions: Part of the cash management system of the Group 126,066 49,402 Not a part of the cash management system of the Group 1, ,188 50,338 For the statement of cash flows: Cash and cash equivalents 99,681 97,633 Subtracting: amounts owed to credit institutions part of the cash management system of the Group 126,066 49,402 Balance of cash and cash equivalents (26,385) 48,231 A market-based interest rate is paid on bank balances. The sum of cash and cash equivalents includes bank balances, deposits and cash balances. Bank debts that are payable on demand and which constitute an integral part of the company's cash management system are included under the cash and cash equivalents in the cash flow statements. Banks include liquid assets from contractor combinations and principals in the amount of 32.5 million (2012: 19.3 million) and cash received on blocked accounts in the amount of 1.1 million (2012: 2.3 million). The cash included in contractor combinations is cash in partnerships with contractual stipulations against free access to the liquid assets. The cash received on blocked accounts is for blocked accounts that must be maintained under the Dutch Chain Liability Act (Wet Ketenaansprakelijkheid). All other cash and cash equivalents are freely available. 14

15 7. Equity Capital Attributable to Parent Company Shareholders Capital The authorized capital stock as of June 30, 2013 amounted to 10,000,000, consisting of 100,000,000 A and B shares of 0.10 each. The subscribed and fully paid-up share capital amounted to 56,878,147 shares of 0.10 each. As of June 30, 2013, subscribed capital consisted of 2,955,307 A shares and 2,732,508 B shares. Unlike with A shares, stock exchange listing is not requested for B shares. There is no difference in terms of control or profit entitlements between the A shares and B shares. The Articles of Association specify that share issues be enacted following a decision of the management. The company is permitted to acquire its own fully paid-up shares for no consideration. Acquisition other than acquisition for no consideration is only possible if the general meeting has authorized the management accordingly. Dividend No dividend was paid on Non-current liabilities Total current and non-current liabilites 170, ,900 Less: Current portion of non-current liabilities (74,219) (85,286) Non-current liabilities 96,578 65,614 Property, plant and equipment financing Becker mortgage loan Bankloans 5,810 3,711 Financial derivatives 8,640 9,150 Lease liabilities 886 1,867 Non-recourse PPP-financing 66,688 45,421 Other non-current liabilities 13,780 4,676 96,578 65,614 Due to proportional consolidation of PPP projects, long-term non-recourse PPP financing came to 66.7 million (2012: 45.4 million). 9. Other current liabilities Repayment obligations 74,032 84,919 Financial derivatives Debts to affiliated companies 1,504 1,035 Debts in respect of other taxes and contributions 76,656 76,538 Pension obligations 7,067 4,541 Other liabilities 93,971 74,283 Accrued liablities 94,735 93, , ,311 The current liabilities have a remaining term of less than one year. 15

16 On August 1, 2013, the credit facilities held by Oranjewoud N.V. and Strukton Groep N.V. were refinanced. This means that approx million of the current liabilities as of June 30, 2013 have become long-term debt in the meantime (after balance sheet date). The other liabilities and accrued liabilities largely consist of outstanding invoices for completed contracts. 10. Financial Instruments The Group's main financial instruments comprise bank loans and credits and cash and cash equivalents. The Group also uses interest rate swaps and inflation swaps to hedge interest and inflation risks arising from corporate and project financing. The main purpose of the financial instruments is to attract financing for the Group's operating activities. In addition there are various other financial fixed assets and liabilities, including trade receivables and debts to suppliers, which arise directly from the operating activities. No derivatives and financial instruments are held for trading purposes. All financial assets and liabilities, excluding PPP receivables, annuity loans and derivatives valued at fair value, have been valued according to the "loans and receivables" category as referred to in IAS 39. The financial instruments are unchanged since 2012 year-end, but an interest rate swap has been added. 11. Segmented Information The distribution of sales and results as well as the balance sheet item distribution by company segment are as follows: In millions of euros Consultancy Rail Civil Buildings Other Eliminations Total and Engineering Services For the first halfyear: *) Total revenue (external) Between segments Net profit Total assets , ,132.1 The geographic distribution is as follows: In millions of euros The Nether- Other US Colombia Asia Total lands Europe For the first halfyear: *) Total revenue Total assets , ,132.1 *) Unaudited. 12. Related Parties Centric B.V. with its participations is identified as a related party. With its 93.44% stake in Oranjewoud N.V. (since July 2013: 95.56%), Centric B.V. is the ultimate parent company. The Group's related parties consist of associates, directors and other related parties. Purchases by related parties have been completed at normal market prices and are automation-related purchases in the "normal-course-of-business" of both Oranjewoud N.V. and the other companies in the Group. The total sum of these purchases comes to 2.6 million in the first half of 2013 (first half of 2012: 1.9 million). The balance sheet equation with 16

17 other companies in the Centric group is a debt of 1.3 million as of June 30, 2013 (a debt of 1.0 million as of December 31, 2012). Outstanding balances as of half year-end were not covered by collateral securities, are not interest-bearing and will be settled in cash. Current account relationships with foreign affiliated companies are interest-bearing and have an interest rate that deviates slightly from the prevailing variable market rate. No guarantees have been offered or received for receivables from or liabilities to related parties. 13. Depreciation The depreciations consist of depreciations for intangible fixed assets (amortization) and depreciations on tangible fixed assets. Amortization fell strongly compared to the first half of 2012 due to a decrease in depreciations for intangible fixed assets (particularly the backlog) resulting from the acquisition of Strukton Groep N.V. on October 29, The breakdown is as follows: Intangible fixed assets (amortization) 5,303 7,012 Tangible fixed assets 13,732 12,032 19,035 19, Finance revenue and costs Finance revenue: Interest income 961 1,428 Accretion financial non-current assets 723 1,993 Result on investments Change in fair value of PPP-receivables - 4,174 Change in derivatives ,362 8,323 Finance costs: Interest expense for bank debt and affiliated companies (5,446) (7,160) Exchange losses (36) - Change in fair value of PPP-receivables (313) - Change in derivatives - (3,704) (5,795) (10,864) Total finance revenue and costs (3,433) (2,541) 17

18 15. Share in profit of associates Construzione Linee Ferroviarie S.p.A Other (1,211) (72) (1,211) (32) 16. Taxation The reported corporate income tax deviates from the sum which theoretically would have been due if the nominal tax rate had been applied. The difference in the tax burden is explained by non-valued (compensable) losses on foreign subsidiaries. 17. Subsequent Events In July of 2013, majority shareholder Centric B.V. increased its stake in Oranjewoud N.V. to 95.56% with the purchase of 1,206,312 A shares. On July 29, 2013, Oranjewoud subsidiary Strukton, as a member of the FAST consortium *) secured a contract with Arriyadh Development Authority (ADA) to help build three of the six lines for a fully automated and driverless subway system being developed by the city of Riyadh. The contract also features an option for a maintenance contract for 10 years. This contract is worth a sum of almost one billion Euros to Strukton. The total value of the contract is around six billion Euros. The project will be executed over five years. The consortium will use three tunnel boring machines to construct tunnels with diameters of almost ten meters for three metro lines for automated, driverless trains. Four types of stations will be built: underground, above ground, elevated and intermodal for connection between the different lines. The driverless metro network will be 176 kilometers long in total, with 87 stations. Commercial service is scheduled to commence in Oranjewoud N.V. took out financing for the acquisition of Strukton Groep N.V. in 2010, and the credit facilities present at Strukton at that time were also refinanced. The term of these loans is three years and will end on October 29, The loans were refinanced on August 1, The term of these loans is four years and will end on July 31, On August 9, Strukton Rail announced a contract from the Swedish rail operator Trafikverket for maintenance of 680 kilometers of rail in Sweden, on the route between Stockholm and Malmö. The contract begins on May 1, 2014 for a period of five years, with an optional 2-year extension. The contract value amounts to 80 million. *) The FAST consortium consists of FCC (consortium leader), Freyssinet Saudi Arabia, Alstom, Samsung, Strukton, Setec and Typsa. 18

19 SHAREHOLDER INFORMATION Dutch Disclosure of Major Holdings Act (Wet Melding Zeggenschap) As of June 30, 2013, the following notification of share possession had been received: Centric B.V % Since July of 2013, Centric B.V. holds a stake of 95.56% Centric B.V. is wholly owned by Gerard Sanderink's Stichting Administratiekantoor Centric. Transaction Summary of Subscribed Registered Capital As of June 30, 2013 and December 31, 2012, the authorized capital stock consisted of 100,000,000 ordinary shares of Balance at January 1 st 56,878,147 56,878,147 Dividend 0 0 Balance at June 30 th 56,878,147 56,878,147 Changes second halfyear Balance at December 31 st 56,878,147 For further information, please contact: Oranjewoud N.V. Mr. P.G. Pijper, CFO Telephone: + 31 (0) [email protected] About Oranjewoud N.V. Oranjewoud N.V., a top holding of the Strukton Groep, Antea Group and Oranjewoud Consultancy and Engineering Firm, is a listed enterprise encompassing companies operating both nationally and internationally. The companies belonging to Oranjewoud N.V. operate in the areas of civil infrastructure, railways, buildings, the environment, spatial development and recreation. This covers the whole process, from preliminary studies, consultancy, design, planning and organization, right up to realization, management and operation. Oranjewoud N.V. is listed on the official Euronext NV stock exchange in Amsterdam and is 95.56% owned by Centric B.V. It employs around 9,800 people with a total revenue of 1.8 billion in For further information, please visit 19