- Result after income tax from core activities, including 4 months Carl Bro (continuing operations): EUR 22.4 million (2005: EUR 14.1 million).
- Result after income tax: EUR 22.1 million (2005: EUR 13.2 million).
- Total revenue: EUR 543 million (2005: EUR 441 million).
- Proposed dividend: EUR 3.00 per share (2005: EUR 2.10 per share).
- EBIT margin on revenue of core activities in 2006 on target at 6.3% (2005: 5.9%).
- Book value non-core activities (discontinued operations available for sale): EUR 39 million (2005: EUR 80 million).
- Integration Carl Bro on track.
- Stock split 1:4.
- Continued growth of profitability in 2007, excluding non-recurring income and expenditure.
Grontmij's result after income tax for 2006, including four months Carl Bro, amounted to EUR 22.1 million (2005: EUR 13.2 million), which is a 67% increase. The result after income tax of discontinued operations available for sale amounts to EUR -0.4 million (2005: EUR -0.9 million).
Accounting policies
Starting with financial year 2005, Grontmij's annual accounts are drawn up in accordance with International Financial Reporting Standards (IFRS). Continuing operations comprise consultancy & engineering, holdings and eliminations and a small portion of the capital-intensive activities, which in all probability will not be sold to third parties in 2007. Discontinued operations available for sale are all capital-intensive.
2006 total revenue and result
Grontmij's total revenue, including four months Carl Bro, in 2006 amounted to EUR 543 million (2005: EUR 441 million). Third-party project expenses increased to EUR 159 million (2005: EUR 148 million).
In 2006, the result after income tax increased to EUR 22.1 million (2005: EUR 13.2 mil-lion). The result after income tax per share (average) was EUR 5.26 (2005: EUR 3.23).
The EBIT-margin on revenue of continued operations was 6.3% (2005: 5.9%) for the financial year 2006. The EBIT-margin on net revenue (excluding third-party project ex-penses) of continued operations was 8.3% (2005: 8.0%).
For comparison reasons, the pro forma total revenue of the combination Grontmij - Carl Bro over 2006 was EUR 735 million. The pro forma result after income tax of the combination over 2006 was EUR 28.4 million (excluding amortisation, financial costs and synergies).
Balance sheet and financing
Compared to 2005, there is a material impact on the balance sheet as per 31 December 2006 as a consequence of the acquisition of Carl Bro. According to IFRS and due to the difference between fair value, purchase price and book value of Carl Bro, EUR 56 million intangible assets, EUR 99 million goodwill and a deferred tax liability of EUR 19 million are recognised. The cost of amortisation of the intangible assets for 2006 (4 months) are EUR 2.5 million. We expect that the cost of amortisation for 2007 will be approximately EUR 6.0 million. The goodwill is subject to impairmenttesting.
At year-end 2006, compared to year-end 2005, the total assets increased by 52% to EUR 534 million (year-end 2005: EUR 351 million). The total equity/total assets ratio at year-end 2006 was 26% (year-end 2005: 28%). The book value of Discontinued activities available for sale decreased to EUR 39.0 million (2005: EUR 80.1 million).
The net cash flow in 2006 was EUR 18.6 million (2005: EUR -27.9 million). In June 2006, the cash dividend payout was EUR 8.5 million. The long-term liabilities increased to EUR 167.9 million (year-end 2005: EUR 80.0 million), due to the loans to finance the acquisi-tion of Carl Bro. Cash amounts to EUR 47.1 million (2005: EUR 45.6 million).
Profit per share and dividend
At year-end 2006, the number of issued shares was 4,441,230 (year-end 2005: 4,041,230). The result after tax per share (average) is EUR 5.26 (2005: EUR 3.23 per share). The result after tax per share (year-end) is EUR 4.94 (2005: EUR 3.23 per share)
Grontmij's objective is to increase the profit per share each year, and the company endeavours to ensure that shareholders benefit from this increase. In the proposed dividend for 2006, the solvency, liquidity and the anticipated cash flows have been taken into account. The company proposes to increase the dividend per share to EUR 3.00 (2005: EUR 2.10 per share). The dividend is paid only in cash. The dividend will be paid on 29 May 2007.
Carl Bro integration
In good cooperation an extensive integration programme to manage cost savings and top line growth has been set up. From day one Carl Bro’s operations contributed to the result. The rebranding of more than 30 offices is nearly completed. IT and ERP integra-tion has been prepared for implementation in 2007 and 2008. In addition the combination has already won tenders due to structural and enthusiastic cross-border cooperation of our staff.
Divestment process
In 2006, we disposed of various smaller projects and companies in the property development sector in the Netherlands. Besides that, we sold our real estate development projects in Italy and a larger project in The Netherlands in the third quarter 2006. Due to strict cash management and the cash flow from divestments, an EUR 50 million redemption of the EUR 140 million loans was realised in the fourth quarter 2006.
Grontmij is fully engaged in negotiations for the sale of the remaining projects in The Netherlands and in other countries. Grontmij expects to sell the capital-intensive projects that are classified as discontinued operations available for sale in 2007. The incoming cash will be used for redemption on the acquisition loans.
Change of Articles of Association: corporate governance structure and stock split
Corporate governance structure
Following the acquisition of Carl Bro the size and complexity of Grontmij has increased considerably. Grontmij has become an international company in which approximately 60% of the staff is employed outside The Netherlands. In 2007 Grontmij has the intention to adapt the corporate governance structure to the international character of the group as being a stock listed European company. The change in structure is in accordance with art. 2:153 lid 3 sub b BW and art. 2:155 BW (“verzwakt structuurregime”). Grontmij NV will be exempt from the large companies regime. Grontmij Holding BV (a 100% sub-sidiary of Grontmij NV) will be renamed Grontmij Nederland Holding BV and will adopt the mitigated large company regime. Grontmij Nederland Holding BV will be a sub holding of the Dutch subsidiaries. The proposal will be put on the agenda for the Annual General Shareholder Meeting on 10 May 2007.
Stock split
Grontmij’s share price has increased considerably in the last years. Grontmij wants to stay an attractive share for all shareholders now and in the future. Grontmij believes a stock split will contribute to its liquidity on the Euronext Amsterdam Stock Market. A stock split in the proportion of 1:4 will be proposed to the Annual General Shareholders Meeting on 10 May 2007.
Composition of Supervisory Board
At the General Shareholders Meeting of 10 May 2007, Mr P.P. Snoep, after having served the Supervisory Board of Grontmij NV for 12 years, will resign according to the company regulations regarding corporate governance.
As a consequence of the proposed changes of the Articles of Association of Grontmij NV, Mr D. Terpstra and Mr J.P. Teelen are also resigning as members of the Supervisory Board of Grontmij NV. At the same time, Messrs Snoep, Terpstra and Teelen will form the Supervisory Board of Grontmij Nederland Holding BV.
It is our aim tot propose a non-Dutch member for the Supervisory Board of Grontmij NV to the General Shareholders Meeting on 10 May 2007 in order to bring the Supervisory Board in line with the current internationalised organisation of the company.
After the above mentioned resignations and the appointment have been made, the Supervisory Board of Grontmij NV consists of four members in 2007.
Outlook 2007
In 2006 we succeeded in increasing our result from the recovering markets. We envisage an improving order book in 2007 in terms of scope and profitability. We believe we are well positioned, financially and operationally, to achieve ongoing strong growth. Our home countries are six stable economies in Europe with an interesting perspective in all our market sectors (building, transportation, environment, water, energy and industry). They provide a sound basis upon which we can grow. Synergies both in costs and revenue with the acquired companies Carl Bro and BGS (as per 1 January 2007) will continue to materialise. Excluding non recurring income and expenditure, we expect our profitability to continue to grow in 2007.
Annual Report 2006
The Annual Report 2006, including the Annual Figures 2006 (English version) will be available on the company website from 30 March 2007.
Financial Calendar
- 10 May 2007: Publication 1st quarter figures for 2007
- 10 May 2007: Annual General Shareholders Meeting
- 16 August 2007: Publication of half-year figures for 2007
- 8 November 2007: Publication of 3rd quarter figures for 2007 (revised date)
- 13 March 2008: Publication of the financial statements for 2007
- 15 May 2008: Publication 1st quarter figures for 2008
- 15 May 2008: Annual General Shareholders Meeting
- 21 August 2008: Publication of half-year figures for 2008
- 6 November 2008: Publication of 3rd quarter figures for 2008
Annexes
- Key figures
- Consolidated income statement
- Income per share
- Consolidated balance sheet
- Consolidated cash flow statement
- Segmentation activities by country
Grontmij intends to be the best local service provider for consultancy, management, engineering and contracting of projects in building, transportation, environment, water, energy and industry. Our employees thus create value for our clients and shareholders and contribute to a sustainable living and working environment.