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2007ANNUAL REPORT
BatenburgBeheer NV
ANNUAL REPORT
2007
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33
CONTENTS
GENEral iNfOrmaTiON
Batenburg Group Profile 5 Report of the Supervisory Board 7 Key figures 9 The Batenburg Beheer N.V. share 10
rEpOrT Of ThE ExECuTivE BOard fOr 2007
General 13 Strategy and policy 16 Corporate governance 21 Risk management 22 Financial review 25 Organisation and personnel 28 Developments at operating companies 29 Outlook 32
fiNaNCial STaTEmENTS 2007
Consolidated balance sheet 36 Consolidated income statement 37 Consolidated cash flow statement 38 Consolidated statement of changes in equity 39 Financial reporting principles 40 Notes to the consolidated balance sheet 44 Notes to the consolidated income statement 48 Segment reporting 52
OThEr iNfOrmaTiON
List of participating interests 53 Auditors’ report 54 Priority shares’ controlling rights 55 Preference shares 55 Profit allocation 55
miSCEllaNEOuS
Workforce over the last five years 56 Organisational structure 57 List of operating companies 58
This publication is an abbreviated English translation of the official report containing the audited financial statements,which is issued in the Dutch language. In case of discrepancies, the Dutch version shall prevail.
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GENEral iNfOrmaTiON
Batenburg Group Profile
Batenburg Beheer N.V. comprises service companies in the fields of installation engineering and technical trading. The installation companies supply electro-technical, mechanical and sanitary installations to clients in the non-residential construction, infrastructure and industrial sectors, while the technical trading companies supply products, semi-manufactured products and services in the fields of electrical engineering, electronics, energy technology and fastening systems to clients in the industrial and infrastructure sectors.
Batenburg Beheer N.V. achieved sales of over € 165 million in 2007, 95% of which in the Netherlands. The remainder is generated mainly in other European countries and North America. The Batenburg Group consists of thirteen operating companies established in the Netherlands and Belgium which employed over 1,035 people at year-end 2007. Over a 1,000 of these people work in the Netherlands.The decentralised organisational structure fosters entrepreneurship at the base of the organisation.
Installation
Engineering
Technical
Trading
8 installation companies in the Netherlands
827 employees
� 114 million turnover
5 trading companies in the Netherlands and Belgium
208 employees
� 51 million turnover
The company was established in 1911 and has its registered office in Rotterdam. The company’s shares have been listed on Euronext N.V. in Amsterdam since 1956, where they are traded under the “local shares”.
Supervisory Board:
Prof. dr. W. van Voorden (Chairman) Ir. J. Smit G.N.G. Wirken RA
Executive Board:
Drs. P.C. van der Linden (Chairman) Drs. E.M. Bosma RV
Group Council:
G.H. van Dalen G. van Ginkel RAIng. A.M. van Gogh MBAA.T. KempermanTh.J. Ockhuijsen F. PopmaIng. T.P.A. Scheenen E. van Veen drs. L.J.M. van ’t Veerdrs. G.J. de Waard AAL. Zevenbergen
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Members of the Supervisory Board
Prof. dr. W. van Voorden (Chairman)
First appointment : 1977
Current term ends : 2008
Age : 65
Gender : Male
Nationality : Dutch
Former position(s) : Professor at Erasmus University Rotterdam and Tilburg University,
Chairman of the Healthcare Insurance Supervisory Board.
Other position(s) : Member of the Board of Stichting Administratiekantoor van aandelen
Ballast Nedam
Other supervisory functions : Telegraaf Media Groep N.V., Panteia B.V.
ir. J. Smit
First appointment : 2003
Current term ends : 2009
Age : 61
Gender : Male
Nationality : Dutch
Former position(s) : Chairman SAG Controlec B.V.
Other position(s) : Member Board of Deans of KIVI NIRIA
Member Advisory Board of Facto Deventer B.V.
Member Industry & Science Board, Icos Capital Management B.V.
Other supervisory functions : None
G.N.G. Wirken RA
First appointment : 1995
Current term ends : 2011
Age : 59
Gender : Male
Nationality : Dutch
Position(s) : Managing Director Valkrust Consultancy B.V.
Other position(s) : Chairman of the board for the postdoctoral controller course at Maastricht
University, Member of the board for the postdoctoral controller course at
NIVRA/Nyenrode.
Other supervisory functions : Bauer AG (Germany), Vendor Holding B.V. (Chairman),
Winters bouw- en ontwikkeling B.V., Advang Holding B.V., Rabobank Breda,
NIBO N.V. (Chairman), Egeria Investments B.V. (Chairman),
Hollowell Holding B.V. (Chairman)
Members of the Executive Board
Drs. P.C. van der Linden
Function : Chairman
Age : 55
Gender : Male
Nationality : Dutch
Other position(s) : Chairman of the Board of Pension fund for Metaal en Techniek
(on behalf of the employers)
Supervisory functions : None
Drs. E.M. Bosma RV
Function : Managing Director
Age : 45
Gender : Male
Nationality : Dutch
Supervisory functions : None
activities in 2007The Supervisory Board held nine formal meetings with the Executive Board in 2007. All but one of the meetings were attended by all the supervisory directors. Fixed items on the agenda of the meetings with the Executive Board were the objectives and strategy, the risks attached to the Batenburg Group’s activities, the financial results and reporting processes, the structure and operation of the internal risk management and control systems, corporate governance policy and the situation at the operating companies.
The findings of the risk assessments performed in 2007 were discussed with the Executive Board. The acquisition of the companies CI&S, TPC Electronics and Daelman Systems to strengthen the Trading group was likewise discussed extensively with the Executive Board. In the Installation group the participating interest De Bosman Bedrijven was divested and Installatiebedrijf Wisse was acquired. Overall this has resulted in a more balanced composition of the Batenburg Group. The performance of the installation company IJsselmuiden en Zonen and the measures initiated to achieve the desired improvements in returns were also discussed in detail with the Executive Board.
The Supervisory Board attaches importance to good contacts with the employee representative bodies of the companies. Supervisory directors regularly attend consultative meetings at the different companies according to a schedule laid down from year to year. Mr Van Voorden attended the meeting between the CPI (Central Personnel Information) and the Executive Board on behalf of the Supervisory Board.
functioningAt a meeting without the Executive Board, the Supervisory Board discussed its own functioning and composition and the functioning of the Executive Board. There were fairly regular contacts between the Chairman of the Supervisory Board and the Chairman of the Executive Board regarding various current affairs. In three meetings, the findings from the audit, the operation of internal control systems, the half-year results and the financial statements were discussed with the Executive Board and the auditor. In these discussions, the supervisory directors also talked to the group’s auditor about his findings in the absence of the Executive Board. The auditor’s independence in relation to Batenburg Beheer is verified each year.
appointmentsIn 2007 the Supervisory Board appointed Mr G. van Ginkel RA (TPC Electronics) and Mr T.J. Ockhuijsen (Installatiebedrijf en Ingenieursbureau Koldijk) to the Batenburg Beheer Group Council.In addition, the Supervisory Board appointed Mr drs. E.M. Bosma RV as statutory director under the articles of association of Batenburg Beheer N.V with effect from 1 March 2008. A favourable advice was received on this appointment from the Works Councils and the proposed appointment was notified to shareholders in a press release on 21 February 2008. Mr Bosma already held the title of titular director of Batenburg Beheer N.V. and has served on the Executive Board since 1997.
Composition of the Supervisory Board The composition of the Supervisory Board complies with the profile set out in its terms of reference. The rules for the Supervisory Board’s work have been laid down in Regulations. All Supervisory Directors are independent of the company. None of the supervisory directors were members of the company’s management in 2007 or in any of the five preceding years, nor were they awarded any performance-related remuneration.
A vacancy will arise on the Supervisory Board of Batenburg Beheer N.V. in April 2008 for the position with the social-economic profile. Mr Van Voorden, who has served on the Supervisory Board since 1977, has decided not to stand for re-election for a new term of office. The other Board members and the Executive Board of Batenburg Beheer regret this. With his wide management experience, incisive analytical attitude and the trust the employees and their representative bodies have in him, Mr Van Voorden has for a period of more than 30 years made a valuable contribution to the development of Batenburg Beheer N.V. The other Supervisory Directors thank Mr Van Voorden for his commitment to the company and will keenly miss his contribution. The Two-tier Entity Act gives Works Councils an enhanced right of recommendation for one third of the number of Supervisory Directors. This right of recommendation applies to the vacancy. Supervisory Directors have conducted consultations on potential candidates with works councils on the basis of the applicable profile. On the recommendation of the Works Councils the Supervisory Board is nominating Mr ing. M.C.J. Van Pernis.
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rEpOrT Of ThE SupErviSOrY BOard
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Further information on Mr Van Pernis is set out below. ing. M.C.J. van Pernis
Age : 63
Gender : Male
Nationality : Dutch
Position : President Siemens Groep in the Netherlands
Chairman Board of Directors of Siemens Nederland N.V.
Other position(s) : Vice Chairman Board of FME/CWM, member Board of VNO NCW, member
Board of Syntens, various other positions directorships of associations.
Other supervisory functions : Dutch Space B.V. (Chairman), Recontec B.V., Feyenoord Rotterdam N.V.
Mr Van Pernis has extensive management experience, knowledge of socio-economic relations and affinity with the market sectors in which the Batenburg companies operate. The Supervisory Board and the Works Councils consider the appointment of Mr Van Pernis to be in the interests of the Company.
Batenburg Beheer sharesThe price of Batenburg Beheer N.V. shares has developed well in the past few years. In order to increase the marketability of Batenburg Beheer N.V. shares, the prioriteit (Priority shares foundation) proposes to amend the articles of association in the next General Meeting of Shareholders and to split the ordinary shares of Batenburg Beheer N.V. with a par value of € 0.80 in the ratio of 1:2. The number of issued ordinary shares in Batenburg Beheer N.V. will consequently increase to 2,408,244.
financial statements 2007The Supervisory Board takes pleasure in presenting the 2007 financial statements of Batenburg Beheer N.V. The Executive Board prepared the financial statements, and Mazars Paardekooper Hoffmann Accountants N.V. audited them and issued an unqualified opinion on the official report, which is issued in the Dutch language. The financial statements were discussed on 27 March 2008 with the Executive Board and the auditor and we hereby submit them to you without any amendments.
At the General Meeting of Shareholders to be held on 24 April 2008, we will recommend that you approve and adopt the financial statements and subsequently discharge the Executive Board in respect of the policies pursued and the Supervisory Board in respect of the supervision exercised. Shareholders will further be asked to set the priority share dividend at € 0.12 and the dividend on ordinary shares of € 0.80 at € 2.40 (2006: € 1.90).
The companies and the employees of the Batenburg Group can look back on an exciting year, in which the composition of the Installation group evolved and new companies were added to the Trading group. The Supervisory Board is pleased that this has led to satisfactory returns and expresses its appreciation for the dedication and commitment of the Executive Board, the Group Council and all employees in the past year.
Rotterdam, 27 March 2008
Supervisory Board:Van Voorden (Chairman)SmitWirken
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Amounts in € millions
unless stated otherwise
KEY fiGurES
IFRS NL GAAP
2007 2006 2005 2004 2004 2003
Result
Net turnover 165.6 142.3 130.9 130.5 126.1 133.8
Operating income before amortisation
of goodwill (EBITA) 9.2 5.8 6.0 5.9 6.1 7.2
Operating income after amortisation
of goodwill (EBIT) 7.9 5.8 6.0 5.9 5.8 7.0
Net profit 6.6 4.9 4.8 4.2 4.0 4.3
Cash flow
Cash flow 1 8.2 6.6 6.3 5.9 6.0 6.6
Depreciation of tangible fixed assets 1.6 1.6 1.5 1.7 2.0 2.3
Investments in tangible fixed assets 2.9 3.5 3.1 1.2 1.2 1.3
Dividend proposal 2.9 2.3 2.2 1.9 1.9 2.0
Capital
Balance sheet total 75.2 71.0 62.7 61.7 60.9 59.4
Shareholders’ equity 43.0 38.8 35.9 32.7 33.0 30.5
Net working capital 19.2 23.5 23.9 22.6 23.9 19.7
Capital invested 2 44.4 42.0 39.1 36.1 37.1 34.3
Employees
Average number of employees 1,030 984 961 974 974 953
Number of employees at year-end 1,035 1,025 943 978 978 970
Personnel costs in € millions 44.6 42.4 40.0 40.1 40.2 39.5
Ratios in %
Return on equity 15.4 12.7 13.4 12.7 12.1 14.1
Return on average capital invested 15.3 12.1 12.8 12.0 11.2 13.1
Operating income before amortisation
of goodwill on sales 5.6 4.1 4.6 4.6 4.8 5.4
Operating income after amortisation
of goodwill on sales 4.8 4.1 4.6 4.6 4.6 5.2
Return on sales 4.0 3.5 3.7 3.2 3.2 3.2
Solvency 3 57.2 54.6 57.3 53.0 54.2 51.4
1 Cash flow = net profit + depreciation
2 Capital invested = fixed assets + net working capital including cash and cash equivalents.
3 Solvency = shareholders’ equity / balance sheet total.
101010
ThE BaTENBurG BEhEEr N.v. SharE
Batenburg Beheer N.V. shares
Batenburg Beheer N.V. shares have been listed on Euronext N.V. in Amsterdam since 1956. The shares are included in the category “local shares”. At year-end 2007, 1,204,122 ordinary shares were in issue, with a par value of € 0.80 each. The number of issued shares remained unchanged in 2007. To promote the marketability of the Batenburg Beheer N.V. share, SNS Securities acted as liquidity provider in 2007.
Ratios per ordinary share
In € IFRS NL GAAP
2007 2006 2005 2004 2004 2003
Net income 5.50 4.08 4.00 3.45 3.32 3.58
Cash flow 6.81 5.44 5.22 4.88 4.96 5.48
Dividend proposal 2.40 1.90 1.80 1.60 1.60 1.70
Payout in % 44% 47% 45% 45% 48% 48%
Equity 35.74 32.18 29.81 27.15 27.41 25.36
Highest quotation 63.05 58.90 44.55 33.98 33.98 28.00
Lowest quotation 48.10 42.20 31.20 27.15 27.15 23.00
Year-end quotation 56.90 48.77 43.20 31.20 31.20 27.50
Since 2005 the ratios have been presented on an IFRS basis, and ratios for 2004 have been recalculated to IFRS. Prior-year figures are calculated on a Dutch GAAP-basis.
Batenburg Beheer N.V.’s dividend policy is intended to pay shareholders an attractive dividend yield and to distribute a dividend of at least 40% of net profit each year. It is proposed to increase the dividend for 2007 to € 2.40 per share. The dividend yield is 4.2%, based on the year-end quotation of € 56.90. The payout ratio for the proposed dividend is 44%.
Performance of the Batenburg Beheer N.V. share Earnings per share and dividend
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02003 2004 2005 2006 2007
Koersverloop aandeel Batenburg Beheer N.V.
in
35
40
45
65
30
50
55
60
1
02003 2004 2005 2006 2007
Winst per aandeel en dividend in
2
3
4
6
5
Highest quotion
Lowest quotion =
Year-end quotion =
Earnings per share
Dividend
1111
Price-sensitive information and disclosure of major holdings
On the subject of price-sensitive information, Batenburg Beheer N.V. has drawn up a protocol based on the model of the Association of Securities-Issuing Companies (VEUO), as approved by the Netherlands Authority for the Financial Markets (AFM). The Batenburg Beheer Regulations on ownership of and Transactions in Securities contain, inter alia, a clause prohibiting trading in the run-up to the publication of the annual figures and the publication of the half-year figures. These regulations are available on the website of the company.
On the basis of the Disclosure of Major Holdings Act 2006 the AFM keeps a register of Substantial Holdings. Shareholders are required to disclose participations in issuing institutions as soon as these total 5% or more of the issued capital. Such participations must then be disclosed again to the AFM as soon as they reach, exceed or decrease below a certain threshold.
The AFM’s Substantial Holdings Register contains the following disclosures of participations in Batenburg Beheer N.V., updated to 27 March 2008:
Disclosed by Disclosed interest
N.V. Exploitatie Maatschappij van Puijenbroek 11.13 %
Delta Deelnemingen Fonds 11.00 %
Driessen Beleggingen B.V. 9.91 %
Decico B.V. 8.68 %
J.H. Langendoen 5.56 %
J.H. de Groen 5.40 %
VDL Beleggingen B.V. 5.23 %
Generali Holding Vienna A.G. 5.22 %
J.L. van den Heuvel 5.19 %
Monolith Investment Management B.V. 5.16 %
E.M. Aarts 5.06 %
Stichting Preferente Aandelen Batenburg Beheer NV 99.96 %
Key dates in 2008
Publication date of annual report 2007 9 April 2008
General Meeting of Shareholders 24 April 2008
Ex-dividend quotation of the share 28 April 2008
Dividend available for payment 8 May 2008
Publication of half-year figures 2008 28 August 2008
The general Meeting of Shareholders of Batenburg Beheer N.V. will be held on Thursday, 24 April 2008 in the Novotel Rotterdam Brainpark, K.P. van der Mandelelaan 150 in Rotterdam, commencing at 10.30 a.m.The agenda for the General Meeting of Shareholders, together with explanatory notes, is available via the company’s website (www.batenburg.nl).
Van Dalen Installatietechniek supplies the technical installations in De BoreelDe Boreel is a multi-functional centre that offers 15,000 m2 of floor space for retail, businesses, homes
and leisure facilities. The complex, which is located in the heart of Deventer, attracted nationwide
interest thanks to the methodology followed in
its design and the three-dimensional approach
of its structural drawings. De Boreel consists
of various sections: in addition to the historic
barracks of the Hussars of Boreel, the complex
consists of two new freestanding buildings with
a 650-car underground parking garage and a
public area connecting the Pikeursbaan with
the Houtmarkt. Van Dalen Installatietechniek
has been working on the electrotechnical and
mechanical installations in De Boreel on behalf of
contractor Aan de Stegge Twello since building
commenced in mid-2005.
Sustainable construction at De Groote ModderkolkDe Groote Modderkolk in Loenen serves as an
office location for the preservation society Natuur-
monumenten. The foundation Stichting Verdani,
which works on behalf of children with a mental
handicap, is also housed at this location. The care
providers of this foundation were looking to set up
a small-scale project, where they could work with a
group of young adolescents with a mental impair-
ment to realise basic principles such as a meaningful
and fulfilled life, useful occupation, respect and
continuous development. The adolescents cultivate
organic fruit and vegetables and sell the produce
in the farm store and the tearoom on the grounds.
Their tasks also include taking care of the herd of
cattle and helping to preserve the surrounding
nature areas. The complex is furthermore distinguis-
hed by the application of various technologically
sophisticated installations such as heat pumps, solar
panels and rainwater recycling systems. Van Dalen
Installatietechniek was responsible for the design
and the realisation of the installations for this
unique project.
Extension of the Van Dalen Installatietechniek buildingAt the start of 2007, building contractor
Bouw bedrijf Nikkels finished the new buil -
ding extension for Van Dalen Installatie-
tech niek. Due to the steady growth of its
ope rations, the firm was forced to expand its
main base in Twello. Van Dalen Installatie tech-
niek is a multidisciplinary contractors’ firm that
presently employs a permanent staff of 100. The
firm relies on its flat organisation, local bran ches
in Twello, Nijkerk and Deventer and short lines
of communication to operate in close contact
with its clients and make a positive contribution
to the design, execution and maintenance of
installations in development projects.
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General
The year 2007 was a significant and exciting year for Batenburg Beheer N.V. Turnover and net profit were substantially higher than in the preceding years and the composition of the Group changed strongly in some respects. The Trading group was strengthened by the acquisition of the trading companies CI&S, TPC Electronics and Daelman Systems. Changes in the Installation group consist in the start-up at the beginning of 2007 of the activities of Van Dalen Bosma Installaties in Deventer, the divestment of De Bosman Bedrijven in Amersfoort in mid-2007 and the subsequent acquisition of Installatiebedrijf Wisse in Goes.
The readiness to invest on the part of principals and customers in our sales markets was good, benefiting from a favourable economic climate with economic growth in the Netherlands of 3.5%. There were also a number of setbacks. Demand for industrial automation lagged behind expectations and it is and continues to be difficult to attract sufficient qualified employees in the tight labour market. Substantial use was accordingly made of temporary staff, which sometimes led to pressure on efficiency in executing projects.
In 2007 the net profit of Batenburg Beheer N.V. rose 35% from € 4.9 to € 6.6 million. The turnover in the year under review was 16% higher at € 165.6 million (2006: € 142.3 million). Operating income (EBIT) included non-recurrent gains and losses, including a realised gain on the sale of the participating interest De Bosman Bedrijven and an impairment of capitalised goodwill at IJsselmuiden en Zonen. On balance, operational performance in 2007 was good and the targeted profitability was attained.
The turnover of the Installation group rose in 2007 by 12% from € 102.1 million to € 114.4 million. Around two thirds of the increase was
rEpOrT Of ThE ExECuTivE BOard fOr 2007
derived from organic growth (8%) and one third of the growth (4%) was attributable to the activities acquired from Van Dalen Bosma Installaties and from Installatiebedrijf Wisse. Turnover for the first half year included € 21.5 million in turnover of De Bosman Bedrijven, which were divested in July 2007. The turnover of the Trading group rose by over 27% from € 40.2 million to € 51.2 million. Organic growth in trading accounted for 11%. The remainder of the growth was attributable to the contribution of CI&S, TPC Electronics and Daelman Systems, which were acquired in the year under review.
As a rule, turnover of Batenburg Beheer N.V. in the second half of the year outstrips that of the first half year. The following factors interrupted this pattern in 2007. Batenburg Beheer N.V. moved to monthly reporting last year (formerly 13 periods of four weeks, of which six periods in the first half year). In addition, turnover in the first half of 2007 still included the turnover contributed by the divested participation De Bosman Bedrijven.
developments in the installation segmentThe Installation group of Batenburg Beheer consists of eight companies that design, install and maintain light and power installations, mechanical and sanitary installations, process automation, telematics, security systems and switchboard and control panels.
While the Installation group achieved improved returns in 2007, realised operating income was still lower than expected. Performance within the Installation group was mixed; a number of companies improved, while others reported lower results than in 2006. Delayed industrial automation projects were one of the factors that impeded growth. In the non-residential construction sector, the workload was sometimes such that execution was not efficient.
(x € 1 million) 1st half 2nd half Total Total Change
2007 2007 2007 2006 (%)
Net turnover
- installation engineering 66.5 47.9 114.4 102.1 12%
- technical trading 22.8 28.4 51.2 40.2 27%
Total 89.3 76.3 165.6 142.3 16%
EBITA 3.3 5.9 9.2 5.8 59%
Amortisation of goodwill – -/- 1.3 -/- 1.3 –
EBIT 3.3 4.6 7.9 5.8 36%
Net profit 2.6 4.0 6.6 4.9 35%
Net profit (in € per share) 2.16 3.34 5.50 4.08 35%
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In addition, a number of companies accepted orders at sub-par prices in 2006, under the pressure of a short planning horizon and the threat of understaffing. These projects were largely completed in 2007.
Construction output increased strongly in 2007 in the Netherlands, with volumes in non-residential construction growing in particular. Recently published forecasts from Euroconstruct indicate that there has been comparatively extensive new building. The office market is the major driver of growth, fed by higher utilisation of available office space than last year. Demand for businesses premises likewise rose in 2007. The definitive results are not yet known for these either. Growth from new building in the non-residential construction sector in 2007 is expected to reach around 9%, and then to taper off again in 2008 and 2009 to 4% and 2% respectively, under the influence of declining public sector investment.
An increasing source of concern for the labour-intensive installation engineering work is the shortage of qualified technical personnel. In the second half of the year in particular, the availability of temporary staff proved to be important to be able to absorb workload fluctuations. However, as soon as the number of temporary staff becomes too high compared to our own people, coordination problems arise and efficiency in execution suffers. Given the continuing juridification of relations with contract parties in the building column and the increasing complexity of projects, further investment is required in project management knowledge and skills.
Due to the shortage of technically qualified personnel, there is upward pressure on wage costs and costs of temporary staff. In addition, labour mobility is also increasing under the influence of strong demand for qualified employees and more self-employed persons without staff are starting up businesses. These developments as a rule also increase costs. Horizontal recruitment from outside the installation engineering sector and among younger people who have opted for a technical education will be essential in the coming years to reduce the substantial shortage of qualified staff. It is accordingly deemed important to achieve closer liaison between schools and the industry to prevent young people aborting their technical education because it is felt to tie in insufficiently with actual practice, or because the form of education insufficiently matches their needs. Also, the idea of life-long learning is of essential importance to maintain the expertise and employability of older employees at the required level.
Margins in the installation engineering sector, and certainly in the tender market, remain slim and many installation businesses are prepared in this fiercely contested market to tender below cost upon the slightest threat of underutilisation. For complex projects, selection on price entails substantial uncertainty for principals as to whether the party receiving the award is in fact capable of executing the project properly. A tendency is accordingly discernible of more stringent financing agreements for such projects, as part of which instalments can sometimes only be billed when a substantial portion of the work has been completed. On balance, this results in lower margins, higher risks and higher financing costs for the contractor. The Installation group aims to work increasingly in partnership with other parties in the construction column or with fixed principals in order to reduce the uncertainties involved for both parties. In this connection it is desirable for the increase in turnover from service and maintenance to be continued.
One of the challenges for the Installation group in 2008 is to endeavour to work with a shorter planning horizon. Major projects provide good basic utilisation but often also lower margins. If demand picks up, this often means there is not enough capacity to accept short-term and often more profitable projects, or excessive use is made of temporary staff. Additional opportunities are expected from “design & construct” projects.
Installatiebedrijf en Ingenieursbureau Koldijk B.V.
The integrated installations for access control, burglar detection
and camera surveillance enable the fire department of Almere
to give an adequate response.
15
developments in the Trading segmentThe Batenburg Beheer Trading group consists of five technical trading companies, which provide advice, systems and components for applications in the fields of energy generation and distribution, instrumentation, control panels, process automation and machine and equipment building, as well as turn-key electronics projects. Components and semi-finished products are supplied mainly to the infrastructure market (energy, transport) and to the industry.
The energy market is undergoing significant change. A notable development of the past year was the aborted merger between the two large energy companies Essent and Nuon. The regional network companies of Essent, ENECO, Continuon and Delta made few major investments in the network environment. On the one hand this is attributable to legislation aimed at independent network management, as part of which the management of all high-voltage networks of 110kV and above has been formally transferred to the national network manager TenneT. This was previously responsible for the high-voltage lines of 220kV and higher. Normal maintenance on the networks is expected to continue, while major investments are postponed until the transfer by the regional network companies is actually completed. In addition the implementation of the unbundling act is scheduled for 2008. This requires energy companies to split up further and to separate the remaining network management from the generation and production, trading and supply of electricity and gas. Unbundling has major consequences for the energy companies. High costs are incurred in setting up separate network companies. In addition the remaining companies will have a changed risk profile and financial position, which can result in higher costs of loan capital in future funding of investment schemes. Against this background, a cautious investment policy is pursued.Supplies by the Batenburg Trading group in the field of energy technology nonetheless were at high levels in 2007. This was due in particular to a positive performance in the residential construction market (connection of new houses to the networks) and construction projects in industry requiring energy supplies. This favourable trend is expected to continue in 2008.
The industry featured a favourable investment climate and high production levels of industrial companies. Important sectors for the trading companies include the metal, electro-technical,
plastics processing, furniture and transportation industry. Overall, these sectors can look back on a good year. A positive development in 2007 is that due to substantial efforts on the part of employers, the topics of Industry and Innovation are on the political agenda once again. In the past year, the political focus was mainly on safeguarding the attractiveness of the Netherlands as a business location and on the role industry can play in a sustainable future. To be and stay attractive, the tax climate, innovation and labour market are important parameters. Industry is willing to continue to invest in sustainability. But business is also asking for a balanced supporting policy that will continue to apply beyond the current government’s period in office, with a view to the payback period required.
The transfer of industrial production to low-wage countries continues to be an issue, but many companies established in the Netherlands refocused in time on innovation and production of knowledge and niche products. The relocation of operations is often driven by cost considerations with a strong focus on reducing unit costs. As soon as knowledge and quality become important, transfers to low-wage countries are often not an option. It is important in those situations to consider total costs and not just unit costs. Notably, in a recent market survey (Made in Holland IV),
IJsselmuiden & Zonen B.V.
Sanitary installation for the health care sector.
16
Deloitte for the first time discerned a break in the trend of transferring business operations abroad. They found that both production and R&D activities in the Netherlands were growing again compared to abroad.
In order to reduce costs, industrial clients have an increasing need for cooperation. This can take the form of combining knowledge (engineering in product development), clustering of production operations (more efficient production by using subcontractors) or logistical partnerships (subcontracting purchasing and inventory management). All these developments offer major opportunities for the specialised companies in the Trading group to further intensify contacts with customers and enter into partnerships.
Strategy and policy
GeneralBatenburg Beheer N.V. consists of companies that provide services in the fields of installation engineering and technical trade. The activities of these two different segments are currently carried out by eight installation companies and five trading companies that together employ more than 1,000 people. The companies operate in the submarkets of non-residential construction, industry and infrastructure, mainly in the Benelux.
A large majority of the companies in the Installation group are active in the Netherlands and often have a regional service function. If desired principals are also supported
nationally, to which end sister companies are also called on. Hoogendoorn Growth Management additionally exports knowledge and automation products for horticulture outside the Benelux and in addition to an extensive international dealer network, has its own branches in the United Kingdom, France and North America.
The companies of the Trading group are established in the Netherlands and Belgium. They represent renowned international suppliers in the Benelux, or are logistical partners for the supply of complete customized packages of brand-independent products to industrial clients. They also supply small and medium-sized series of products and semi-finished products, often from their own workshops.
ObjectivesBatenburg Beheer aims for sustained, profitable continuity from an independent position in the Benelux. Batenburg Beheer endeavours to grow by at least 5% a year on average, with a net return on sales of 4% and a return on average capital invested of 12.5%. It wants to be a reliable and solid partner for all the company’s stakeholders. From a financial perspective, this entails a solvency target of at least 40%.
Organic growth is important to be able to absorb rising fixed costs, to expand market position and to maintain the focus on further intensifying relations with fixed principals and acquiring new clients. To achieve this it is important for employees to have a high level of knowledge of technological developments and their possible
Schekman Elektrotechniek B.V.
Electrical installations for the project “De Heeren van Nijmegen”.
17
applications for clients. In the installation companies and in the trading companies, working with innovative suppliers helps us to set ourselves apart in the sales markets. Especially in installation companies in utility construction, it will be desirable, with increasing turnover outside the own regions, to open branches in order to drive growth in an efficient and controllable manner. We also seek to grow externally by acquiring companies that contribute to the attainment of Batenburg Beheer’s business policy objectives, looking primarily for established businesses with favourable returns and preferably a distinctive edge. Potential targets are sought and assessed both at an operating and holding company level.
The Batenburg companies aim to excel through a flexible and customer-focused approach and the quality of the services and products they deliver. Long-term relationships, knowledge of customers’ processes and the possibilities for using products, as well as brainstorming with the customer in the engineering phase, are highly important in this respect. The availability of expert and motivated employees, a local presence and a good price/quality ratio are likewise important. In the Dutch installation in particular, returns have been pressured in the past few years. With the large number of suppliers, the market is extremely competitive and competition is often on price. Public principals continue insistently to award tenders on the basis of the lowest price. An increase in returns therefore has to come especially from entering into fixed relations with principals and partners in the construction column and accordingly reducing failure costs, coupled to a continual capacity optimisation of the production organisation.
The target for return on sales is 4%. The large proportion of installation activities in the turnover of Batenburg Beheer N.V. and the changed market conditions in this sector have meant that it has become harder in the past few years to attain this target. This is intensified by the increase in large, multidisciplinary projects for which we are engaged. Often, part of these projects will be carried out by third parties who also apply a mark-up of their own in the subcontracting amount. An increasing share of work by third parties means that the portion of turnover on which only limited results are achieved increases, which impacts the total returns.
In tandem with the profit target, the aim is for a return on average capital invested of 12.5%. The return is calculated on the basis of net profit as compared to equity and long-term debt provided by providers of capital. The costs of capital of the company as a whole (in 2007: 8.6%) are well below this level, which means that economic value is created even at returns on average capital invested below 12.5%.
Good solvency is important to earn the trust of all the stakeholders. The target is at least 40%, and internally there is also a clear focus on solvency on the basis of the balance sheet adjusted for capitalised goodwill. In the decentralised philosophy of Batenburg Beheer N.V. it is important that the operating companies also have good solvency. The installation companies have to qualify independently for tenders in which the contractor’s solvency is a major selection criterion. The number of tenders is also gradually increasing for the trading companies.
Non-residentialconstruction
Turnover 2007 (x 1 million)
Industry
Infrastructure
25 50 75 100 125 150 175-
Non-residentialconstruction
Turnover 2007 (x 1 million)
Industry
Infrastructure
25 50 75 100 125 150 175-
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Rabobank builds together with Koldijk
Installatiebedrijf en Ingenieursbureau Koldijk B.V. regularly handles interesting projects for Rabobank.
Renovation of the Rotterdam Blaak officeIn Rotterdam, for instance, banking business simply went on throughout the entire period of renovations
on the bank’s large seventeen-floor office building. After leasing the premises for ten years, the bank
subsequently had an opportunity to gain ownership of the
building. A move like that involves drastic changes to the
investment plan. But the bank’s relations were used to the
location, and so the bank made a choice for ‘business as usual’.
As a result, throughout the entire term of the renovation, the
building not only had to continue accommodating banking
activities, but meetings, conferences and client contacts were
also expected to take place there as usual.
Temporary arrangementsFor Koldijk, this meant ‘simply’ completing the job one floor
at a time, and where necessary making temporary arrangements to ensure that the bank’s employees had
a fully functioning workplace and its clients were handled with the appropriate security and privacy. In
the case of the renovation of the ground floor – which has only one entrance for the entire building – a
temporary reception desk was set up, complete with security, which the clients had to pass before being led
via a tunnel to the central hall, from where they could access the rest of the building.
New development of the Lelystad advisory branchIn Lelystad, Rabobank decided to build a new advisory office – a project that required a completely
different approach. Koldijk was already intensively involved in the project at a time when the contractor
was still working on the shell. While normally, cabling is
led over the modular ceiling, in this building the system
is integrated in the floors. The structure of the building
does not allow for drilling and breaking up at a later
stage, and yet at the same time, the building design
takes future developments into account. In order to keep
the option open in the future of moving workplaces to
other locations or giving them an alternative lay-out,
the floors have already been fitted with 244 recesses, of
which only 67 will be in use when the building is opened.
In the engineering phase, this requires a great deal of
extra brainwork as well as extensive consultation with
consultants, but in the assembly phase, this new system
proves to be a lot more practical. In the near future, to set up their workplace staff can simply pull their
power and data sources out of the floor at any one of 244 locations spread across the building’s five
floors.
Calling cardBesides being an exceptionally functional building, this office also serves as a calling card for the bank.
The alternation of stucco, stone and an abundance of glass in the design lends it an extremely modern
and particularly transparent appearance. Furthermore, the building will have a character distinctly its own,
thanks to various projecting and more or less free-hanging sections and prominent black-and-white visual
accents. Besides taking care of the regular electrical installation, Koldijk is also responsible for the fire alarm
system and for a system that uses spoken messages to guide possible evacuations. A great deal of attention
was also paid to the facilities in the different presentation areas. Seminars and information sessions will
employ the full range of available audiovisual tools. And as is the case in the reception area, the plans for
these presentation areas include an advanced natural lighting system. This system alters light intensity in
the area throughout the day, creating a natural rhythm that contrasts with the steady level of artificial light
generally found in artificially lighted office environments.
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In addition, a healthy balance sheet is a secondary condition for these companies for foreign producers to enter into long-term trading relationships with representatives and commercial agencies.
An important aspect of the above targets is that these are financial in nature and that they must be considered within the framework of the targeted sustainable, profitable continuity. Satisfied principals, motivated employees and corporate social responsibility are also important conditions for the sustained profitable continuity of Batenburg Beheer N.V.
StructureTo achieve our objectives we have opted for a flat, market-focused, decentralised structure devolving far-reaching powers to the individual operating companies. These carry out their activities in a way that retains their own identity. The companies are individually responsible for a sustained, profitable continuity. This stimulates entrepreneurship at the base of the organisation to the fullest possible extent. The balance between the individual organisation and the cohesion of the Group is shaped even-handedly. Cooperation and the exchange of knowledge are stimulated in central training, workshops and meetings with specialists from the companies.
At the same time there are developments which require greater centralised management for certain business operations. In 2006 a trend was initiated towards greater central design and management of IT systems, in order to improve risk management. In the coming year, greater coordination will be applied in purchasing of materials and services to optimise logistical supply and lower costs. The policy of Batenburg Beheer however continues to be aimed at maximising the operational responsibilities and decision-making powers in the local Executive Boards of the operating companies.
Corporate controlCorporate control at Batenburg Beheer is implemented in a manner that suits the corporate philosophy. Every year the operating companies are required to draw up a policy plan as well as a budget. Batenburg Beheer assesses to what extent the proposed strategy is in line with the objectives and is feasible, given market conditions. The findings this gives rise to be discussed with the companies. The managing directors of the operating companies then report on the basis of a fixed reporting structure,
regular consultations and company visits, the financial statements and the formal meeting of shareholders of each operating company.
In addition regular consultations are held with various levels of the operating companies on a range of different issues (including project management, controlling, human resources and purchasing). The objective is to achieve an exchange of knowledge and experience between the operating companies as well and to develop “best practices”. Other elements of corporate control are the involvement of the Executive Board of Batenburg Beheer in major investment decisions, in appointments of key officials, in the financing of activities and in risk management.
Corporate social responsibilityBatenburg Beheer acknowledges that the company also has a task within society with a view to creating a sustainable future. This means that interests of stakeholders and the living and working environment must be aligned. Transparent, ethical and socially responsible corporate conduct with an eye for all stakeholders are iaccordingly important principles for the Batenburg companies and their employees. The practical vision that is applied on a group-wide basis is that values must be visibly manifested in the attitude and conduct of management and employees and not just be enforceable or assumed on the basis of extensive reports and codes.
HPR Techniek B.V.
Supply of calibration software and instruments to for example
the petro chemical, oil and gas industries.
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The installation companies and trading companies of Batenburg Beheer N.V. can make an important contribution to a sustainable society. This can be aimed at the energy sector (components and applications for wind energy, reduction of energy loss in the energy networks, smart meters), the industry (efficient automated production processes) or in the residential and non-residential construction sector. On the basis of the available technological knowledge the installation engineer can for example play an important part in energy savings and CO2-reduction and in increasing comfort by improving the interior climate in companies, institutions and homes. Social acceptance of the need for energy reduction is an important requirement. Notably, in this context, the public sector is still selecting on the lowest price in tenders. This disregards the knowledge possessed by the installation company to contribute a sustainable and efficient solution, whereby the total cost of ownership is the criterion over the useful life of the installation supplied. At present selection policy runs counter to the government’s goal of including sustainability aspects by 2010 at the latest in state purchasing and investments.In operational terms the increasing cooperation between the Batenburg companies makes it possible to reduce business mileage and thereby also CO2-emissions. In addition the operating companies support local social and community initiatives, associations etc. to express their social commitment.
The focus of the Batenburg Group is on long-term continuity and profitability. The financial focus is on working capital, cost management
and profitability. In addition the loyalty of all stakeholders, the cohesion of the Group and the presence of positive drive and corporate pride on the part of employees in our (technical) companies are the invisible drivers of value that result in good profitability in the long term. In practice the aforementioned “soft” factors, which are hard to quantify in an annual report, are at least as important to attaining the targets set.Investing in knowledge and skills of qualified employees, in working conditions, as well as in relations with suppliers and customers is essential for Batenburg Beheer N.V. Working conditions must be safe and work is performed according to recognised quality systems such as VCA, ISO and BRL. Given the scarcity of commercial and technical staff in the labour market it is important, as an employer, to offer good primary terms and conditions of employment and fringe benefits that are in line with employees’ personal wishes. Batenburg Beheer N.V. must be an attractive employer where employees feel at home and have sufficient opportunity for career progression and training. The decentralised flat organisational structures offer ample opportunities to take on an independent and responsible role fairly quickly. A sense of responsibility and respect for others are major elements in our culture in that context.
Corporate governance
The Supervisory Board and Executive Board of Batenburg Beheer generally endorse the principles of corporate governance set out in the Dutch Corporate Governance Code (the Code).
Installatiebedrijf Wisse B.V.
All technical installations for the new development “Land en Zee” in Renesse.
21
The central principle is that the company, directors and regulators must aim for long-term continuity and seek to maximise benefit for the company’s stakeholders. Fair and honest representation and objective supervision are vital to a good relationship with shareholders, which is also aided by clear and open communication.
There were no changes to the way the Code is applied at Batenburg Beheer in 2007. There are a few best practices which Batenburg Beheer does not follow, partly because a number of provisions do not apply to Batenburg on account of the company’s size. The departures from the Code are listed and explained below.
• The four-year term of office does not apply to the current Executive Board. In principle, each time a new appointment is made to the Executive Board, a four-year term is considered (best practice II.1.1).
• For reasons of privacy, and due to the size of the company, it is not considered prudent at present for members of the Supervisory Board and the Executive Board to disclose holdings in listed Dutch companies to the compliance officer. The legal provisions on abuse of insider knowledge are set out in the Batenburg Beheer N.V. Regulations on ownership of and Transactions in Securities in Insider Knowledge Regulations (best practice II.2.6 and best practice III.7.3).
• The company wishes to follow the current legal provisions on dismissal, having due regard for the specific circumstances of the termination of employment, the age of the member of the Executive Board in question, and length of service (best practice II.2.7.).
• Given the size of the company at present, there is no reason to assume that an induction programme is necessary. The Chairman of the Supervisory Board will assess training needs where necessary and use his discretion (best practice III.3.3).
• The Supervisory Board takes the view that the quality and contribution of supervisory directors in relation to the profiles drawn up and the company’s needs must determine the length of appointments. There is, however, an upper age limit of 70 years (best practice III.3.5).
• In view of the size of the company, secretarial support for the Supervisory Board is not deemed necessary (best practice III.4.3).
• We are awaiting legal developments regarding the issue and financing of financial preference shares (best practice IV.1.2).
• In view of the local nature of our activities, and our diverse shareholder base, we set great store by contact and exchanges of views with shareholders at the General Meeting of Shareholders, which we prefer over distance voting (best practice IV.1.7).
• Given the costs of using resources such as webcasting, special telephone lines etc.,
Hoogendoorn Groep
Hoogendoorn introduces a new corporate image. Two people hand in hand, as automation is people’s business.
22
the company chooses to assess each occasion on its merits (best practice IV.3.1).
ComplianceWithin Batenburg Beheer N.V. the compliance officer supervises compliance with the following regulations: the Batenburg Beheer N.V. Regulations on ownership of and Transactions in Securities, the Corporate Governance Code, the Batenburg Beheer N.V. regulations for dealing with suspected breaches of conduct (the whistleblowing regulations) and the Code of Conduct. It has been established in this context that no noteworthy incidents occurred in 2007 and that the compliance officer did not receive any reports of breaches of the aforesaid regulations or other suspected breaches.
remuneration reportThe Supervisory Board has adapted some parts of the remuneration report. The main changes are that the peer group for the remuneration of the Executive Board under the articles of association now consists of listed companies with a turnover of € 100 to € 200 million, that a statement is included that the variable income is related to the return on average capital invested and that the maximum applying to variable remuneration has been increased for years in which outstanding performance is achieved.
Risk management
risk system and recent issuesHaving due regard for Batenburg Beheer’s decentralised philosophy, risk is managed at different levels in the organisation. Strategic and financial risks are discussed at consultation meetings involving, as necessary, the Supervisory Board, the Executive Board of the holding company and the managements of the operating companies. The members of the Supervisory Board also pay annual visits to a number of operating companies to find out about the latest developments at the companies. Operational risks are mainly a matter for the managements of the operating companies.
The assessment and formal identification of risks is performed on the basis of the Batenburg Enterprise Risk Management system (BERM). This system is an online system based on the premises of the COSO model, tailored to the specific activities of the two segments Installation engineering and Technical trading of the Batenburg Group. By reference to ten risk categories, risk assessments are submitted to the group units and completed.
The findings of the analyses are discussed with the managing directors of the operating companies, after which the findings are discussed in the consultations between the Executive Board and the Supervisory Board. The auditor also uses the data in BERM in his audit.
In consultation with the members of the Group council special attention was given in the past year to the risk areas IT and purchasing. In addition the progressive juridification of society in general is manifest in relations with suppliers, subcontractors and main contractors and principals. Relations are further formalised as a result and the risk of claims and being held liable increases.
It has already been established previously that the operating companies increasingly depend on a properly functioning and reliable IT infrastructure. The trading companies Seher, Bevar and HPR Techniek were the first companies to migrate from a local infrastructure to central data and application servers in an external data centre, with maintenance and administration of the IT infrastructure subcontracted to the sister company Hoogendoorn. In 2007 Koldijk also connected to this in anticipation of the implementation of an upgrade of the ERP system.
risk profilea) Strategic risks
Batenburg Beheer endeavours to achieve controlled growth in its turnover and results and to spread its risks in a responsible way. To this end, we seek a balance between the use of new and innovative technologies with a higher risk profile, and the supply of existing products and services. In both cases we prefer to do this in niche markets. We also seek a good spread across the various markets Non-residential construction, Industry and Infrastructure. The potential relocation of industry from the Netherlands and Belgium to low-wage countries is narrowing the possibilities for selling our products and services, both in the installation sector and in the trading sector. Economies of scale in the energy market and internationalisation in industry bring both opportunities and threats. In particular, the increasing use of European tenders in various markets creates more paperwork and means that the companies have fewer opportunities to distinguish themselves on the basis of quality and knowledge of the products and services supplied.
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The sometimes small size of some of our operating companies means that individual managers or individual employees may sometimes be extremely important to the continuity of the organisations concerned. In general there is an increasing shortage of technically and commercially qualified personnel and the low influx from schools (the “greying” of the sector) is a cause of significant concern. A shortage of new employees means insufficient transfer of knowledge by older, experienced employees and the average cost per hour increases with the increase in the average length of service.
Our trading activities are of an early-cyclical nature, while the installation activities (especially where systems for non-residential buildings are concerned) are late cyclical. Owing to economic fluctuations demand for services and products of the Batenburg companies may stagnate. For the installation companies this can have consequences for capacity utilization and at the trading companies for the inventory positions. In addition the markets in which the operating companies are active are highly competitive, as a result of which demand fluctuations also have follow-on effect for pricing. A strengthening economy can adversely impact margins on long-term contracts and fixed-price projects owing to rising prices charged by subcontractors, temporary staff agencies and materials used.
We devote attention to dependence on suppliers and customers. Existing relationships may come under pressure because of international concentrations or the relocation of companies. Distribution across markets is also important to avoid a situation where a decline in one of the submarkets impacts excessively on our total operating income. We consult periodically with the managements of the companies on changes in their business environment and the implications for the policy conducted. The increasing complexity of the solutions offered, the need for customer-focused service provisioning and network structures in industry are leading to a greater (mutual) dependence on suppliers and customers. This means there are commercial risks if a relationship is terminated for whatever reason. Wherever possible, the operating companies use “second sources” in addition to the main supplying companies.
Our acquisition policy pays special attention to aspects such as the management of the companies, their market position and corporate culture, and their influence on the group’s
results and the target return on capital invested. The departure of former management or important employees of acquired companies can lead to pressure on profitability and require additional investments to be made to achieve a recovery of profitability.
b) Operational risks Due to the labour-intensive nature of our activities, the development of wage costs has a strong knock-on effect on our operating result. Over the next few years, the shortage on the labour market will push up wages. In the collective labour negotiations in the metalworking and related technical sectors the labour unions are asking, on top of the 1% rise as of 1 January 2008, for a further wage rise of some 3.5% for 2008, which would entail an increase in wage costs of over € 1 million on an annual basis for the labour-intensive activities of Batenburg Beheer N.V. This is in addition to incidental wage increases and the knock-on effect in the costs of temporary staff.
A large part of our turnover is related to projects. In the non-residential construction sector, projects can have a lead-time longer than one year, with typically a fixed contract price. We are reducing the effect of a possible decline in our clients’ propensity to invest by devoting attention to spreading our turnover and additional activities generally undertaken on contract or as an orchestrator, such as servicing and maintenance. The results of large, complex projects can influence the group’s results. Moreover, if there is a lower volume of contracts in the market, there may be discontinuity in the utilisation of capacity. Generally speaking, if there is some pressure on capacity utilisation, work is done more efficiently and better project results are achieved.
Elektrotechnisch Bureau J.H. Sparreboom B.V.
Electrical installations for the new office of Blokker Holding in Laren.
24
The ability to deliver from stock helps our trading companies to gain the kind of distinctive edge they want. In recent years, customers have been pushing stocks farther back down the supply chain to the trading companies and manufacturers. The economic recovery in Europe has meant much busier order books for manufacturers, which in turn means longer delivery times. Products from the Far East generally have longer transport and delivery times. Obsolesence and the postponement and cancellation of orders are risks attached to keeping stocks.
Our companies conduct a policy of actively managing accounts receivable. Much attention is paid to the screening of customers and getting paid on time. The financing of work in progress can come under pressure when the economy weakens. The far-reaching automation of operational and administrative processes has made the companies very reliant on properly functioning ICT systems. They cover risks as much as possible by means of backup systems and the adopted policy of centralising management and maintenance of hardware. In general there is an increasing juridification and a rising risk of being held liable for consequential damage in the event of defects of the equipment supplied. These risks are limited as much as possible by means of insurance as well as agreements with our suppliers.
The companies have customised systems of their own to limit risks in the fields of quality, safety, health and the environment as much as possible. The companies have appointed prevention officers as part of their health & safety efforts, with the aim of preventing unsafe working situations. Risk analyses have been carried out for this purpose and toolbox meetings are organised in a structured way in the installation sector. New national or international environmental guidelines can lead to extra costs if changes in the production process are required. In the past period this concerned for instance changes on the basis of the EU Directives on RoHS (hazardous substances including lead-free production for instance) and WEEE (which relates to electrical and electro-technical waste materials).
c) Financial risksWithin the Batenburg Group, the operating companies report uniformly to the holding company in accordance with a prescribed monthly and quarterly schedule. The Supervisory Board and the Executive Board
meet at least four times each year to discuss financial developments and the prospects of the individual companies and of the Batenburg Group as a whole. Twice a year the auditor is also involved in this consultation. All operating companies apply the prescribed valuation principles and reporting rules. The consolidated financial statements are prepared according to IFRS as endorsed and published by the European Union, while the company financial statements are prepared on the basis of local accounting rules. Each year the managements of the operating companies sign a letter of representation confirming the accuracy and completeness of their company’s individual financial statements. The Executive Board signs a letter of representation for the entire Batenburg Group.
The Batenburg Group actively manages its working capital, principally with a view to financing work in hand and limiting the credit risk on accounts receivable and the risk of obsolescence of stocks. We have a fixed procedure for approving investment proposals made by operating companies. Batenburg Beheer has a healthy financial structure that provides sufficient scope for the required guarantee and credit facilities. When taking on projects, we regularly issue letters of intent and bank guarantees. Our solid financial position is also important in terms of maintaining and acquiring new commercial agencies. Account should also be taken in this respect of an increasing item for capitalised goodwill in the balance sheet.
Pension risks attached to schemes operated by the Batenburg Group are small. The pension schemes are average wage schemes and defined contribution schemes. We have embedded pension risks mainly with the Pension fund for the Metalworking and Related Technical sectors. Average wage schemes carry little risk for
B.V. Technische Handelsonderneming M. Seher & Co.
Seher supplies industrial fasteners, such as self clinching fasteners for
project Carver.
25
Batenburg Beheer for non-recurring additional remittances in the event of an insufficient cover ratio. However, the employer’s contributions can fluctuate from year to year, depending on the cover ratio.
The exchange rate of the euro against the US dollar and British pound is particularly important to our importing trading companies. Exchange-rate risks on foreign currency transactions are hedged as and when necessary. However, structural exchange rate swings of the currencies of non-euro countries can affect our margins. This applies particularly if, in order to maintain our competitive position in relation to suppliers from euro countries, we are unable to pass on the exchange rate effect in our selling prices. A limited exchange-rate risk is attached to our subsidiaries outside the euro zone, in the United Kingdom and North America.
risk statementRisk management at Batenburg Beheer is essentially viewed as a tool for better business management, rather than an end in itself. In an era of increasing complexity and transparency, companies have to contend with more uncertainties. Insofar as risks are manageable, they can decide to take (controlled) risks, transfer risks, or preclude them completely. However, a risk management policy designed to remain “in control” must not result in an approach geared solely towards minimising risks. Each situation must be assessed on its individual risk/return merits. In each company’s portfolio, risks can be evened out to produce an acceptable risk for the group as a whole.
Our task is to ensure that the Batenburg Group continues to do business in a responsible, controlled way. With that in mind, risk
management is used in a positive way to improve risk control, and help Batenburg Beheer take calculated and responsible risks.
The Executive Board is responsible for the establishment and effectiveness of the internal risk management and control systems, which are designed to identify and effectively manage the significant risks to which the company is exposed. It is true of this approach, both now and in future, that no system of risk management and internal control can offer absolute certainty that these objectives will be achieved, and that failure to honour arrangements made and follow prescribed procedures, unexpected events, incorrect assessments and significant errors, cases of fraud or acts that are contrary to the laws and regulations, can never be entirely prevented.
Bearing in mind the above comments, we believe, to the best of our knowledge, that with respect to the financial reporting risks the Batenburg Group’s internal risk management and control systems functioned properly in 2007 and that we can be reasonably certain that our financial reporting does not contain any material inaccuracies.
Financial review
ifrSWe report in accordance with the International Financial Reporting Standards that have been adopted and declared applicable by the European Union (EU IFRS). The new accounting standards declared applicable in 2007 in the EU and amendments of standards and interpretations did not have a significant effect on the full-year figures of Batenburg Beheer N.V. in 2007 or their presentation.
Summary income statement
(x € 1 million) 2007 2006 Change
Net turnover
- installation 114.4 102.1 12%
- trading 51.2 40.2 27%
Total 165.6 142.3 16%
Operating income before amortisation of goodwill (EBITA) 9.2 5.8 59%
Amortisation of goodwill 1.3 –
Operating income (EBIT) 7.9 5.8 36%
Interest 0.2 0.2
Corporate income tax -/- 1.5 -/- 1.1 36%
Net income 6.6 4.9 35%
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There is a discernible development in the International Accounting Standards Board (IASB) however for information and notes that previously were already included in the report of the Executive Board or in other places in the annual report to be now also explicitly required to be disclosed in the financial statements and the notes thereto.
TurnoverNet turnover in 2007 was over 16% higher than in the preceding year and amounted to € 165.6 million (2006: € 142.3 million). Of the turnover, 95% was achieved in the Netherlands (€ 157.3 million) and 5% outside the Netherlands (€ 8.3 million), most of which within the European Union.
personnel costsThe average costs per employee rose 0.5% in 2007. The limited increase is partly due to a limited collective labour agreement adjustment in the year under review and the changed composition of the Batenburg Group. The rise in the number of employees caused personnel costs to climb in absolute terms by 5% compared to 2006. As a percentage of turnover, personnel costs declined from 30% to 27%.
Other operating expensesThese include accommodation expenses, sales costs, office expenses, travel and accommodation
costs, other personnel costs and general overhead expenses. In 2007 these expenses amounted to some 11% of turnover and are lower in comparative terms than last year.
depreciationTotal depreciation was little changed in 2007 from 2006.
Operating incomeOperating income before goodwill amortisation (EBITA) was € 9.2 million, 59% higher than in 2006. This included the realised gain on the divested participating interest of € 1.1 million (net). After adjusting for this gain, EBITA rose by 40%. An amount of € 1.3 million (net) was written off from capitalised goodwill for the installation company IJsselmuiden in 2007. This reflects a downward adjustment of profitability expectations for this participating interest in the coming years. As a result, operating income (EBIT) in the year under review amounts to € 7.9 million. This is up 36% on last year. Operating income included a release from a provision for a defined benefit pension plan that was discontinued in 2007. The employees concerned of this trading company have been given another pension plan and the settlement costs for the old pension plan have been recognised under current liabilities. Also, a provision is formed for the liability associated with jubilee benefits on the basis of IAS 19 in the year under review. In terms of size this is the largest in the Installation segment.
interest incomeInterest income of € 0.2 million was comparable to that of last year. The average balance of cash and cash equivalents was lower than in 2006, but this was offset by higher average interest received on interest-bearing deposits.
Beenen b.v.
Moulded fibre packaging test site for cup carriers and apple trays.
Summary balance sheet
(x € 1 million) 2007 2006
Tangible fixed assets 13.6 12.2
Intangible fixed assets 11.7 5.7
Financial fixed assets – 0.5
Fixed assets 25.3 18.4
Current assets 49.9 52.5
Total assets 75.2 71.0
Equity 43.0 38.8
Long-term liabilities 1.4 3.2
Current liabilities 30.8 29.0
Total liabilities 75.2 71.0
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Corporate income taxThe effective tax burden was comparable to that of 2006. The realised gain on the sold participating interest is untaxed under the participation exemption. The goodwill write-down is however not deductible for corporate income tax purposes.
Net profit and earnings per shareNet profit for 2007 reached € 6.6 million and was 35% higher than in 2006. Earnings per share rose from € 4.08 to € 5.50 per share, on a same number of issued shares as in the preceding year. Net return on profitability is 4%.
dividendIt is proposed to raise the dividend on ordinary shares for 2007 to € 2.40 (2006: € 1.90). This makes for a payout of 44% of net profit and a dividend yield of 4.2% compared to the closing price of Batenburg Beheer N.V. shares as at 31 December 2007. Pursuant to Article 33 of the Articles of Association, 5% or € 0.12 per share is also being distributed on the priority shares.Provided the General Meeting of Shareholders approves the financial statements and the dividend proposal, the dividend of € 2.40 per ordinary share will be made payable on 8 May 2008. Out of the net profit for 2007 of € 6.6 million, an amount of € 2.9 million will be distributed to holders of ordinary shares.
Shareholders equityThe proposed dividend has been included in shareholders’ equity as part of the unappropriated profit, pending approval of the proposal by the forthcoming General Meeting of Shareholders. Solvency rose in 2007 from 55% to 57%. After adjusting for capitalised goodwill in the balance sheet, solvency declined however from 51% to 49%.
Working capital and capital investedThe balance sheet total increased by 6% in 2007 from € 71.0 million to € 75.2 million at year-end. Net working capital fell by 19% from
€ 23.5 million to € 19.2 million. On the assets side of the balance sheet, stocks increased due to the effect of the trading companies acquired in the year under review. Total accounts receivable decreased, as did cash and cash equivalents. Current liabilities reflect the deterioration in financing of work in progress, but also an increase in total accounts payable. Average capital invested rose in 2007 from € 42.0 million to € 44.4 million. The return on average capital invested amounted to 15.3% (2006: 12.1%).
financing and investmentsAdditions to tangible fixed assets in 2007 totalled € 3.5 million while disposals amounted to € 0.6 million. Major additions relate to accommodation and ERP systems. In the Installation group Koldijk and IJsselmuiden and in the Trading group HPR Techniek and Seher Nederland invested in ERP systems. Bevar commenced preparations for implementation in 2008.
As a result of the discontinuation of the general partnerships financial fixed assets declined by € 0.5 million. In the year under review a substantial portion of the available cash and cash equivalents was invested in the acquisition of participating interests. The cash outflow in connection with the acquisitions amounted to € 9.7 million, while cash inflow from the divested participating interest amounted to € 4.1 million. Another considerable cash outflow is the release of the deferred taxation as a result of the amended corporate income tax legislation. This led to an additional payment to the tax authorities of some € 1.9 million in 2007.
Cash flow (net profit plus depreciation) amounted to € 8.2 million in 2007 (2006: € 6.6 million).
Besides the usual replacement investments, we expect extra investments in ERP systems in both the Installation and the Trading group in 2008.
Summary cash flow statement
(x € 1,000) 2007 2006 2005 2004 2003
Cash flow from operating activities 5.663 8.220 3.866 3.513 5.734
Cash flow from investing activities -/-10.467 -/- 5.936 -/- 3.120 -/- 630 -/- 1.518
Cash flow from financing activities -/- 2.328 -/- 2.062 -/- 1.615 -/- 1.532 -/- 1.597
Change in cash and cash equivalents1) -/- 7.524 608 -/- 869 1.351 2.619
Cash and cash equivalents at year-end 4.928 12.452 11.844 12.713 11.362
1) Including change in cash and cash equivalents due to acquisition and disposal of participating interests.
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Organisation and employees
The installation companies and trading companies in the Batenburg Group operate largely independently and have far-reaching responsibility for their own results. The small-scale holding company has a financial and strategic focus. The holding company facilitates cooperation and the exchange of knowledge between the operating companies. Our decentralised approach fosters entrepreneurship and enables the companies to operate in a customer-focused and highly responsive way. We also firmly believe that the policy pursued has a positive effect on the commitment of our employees. There is a variable component to the remuneration of management and employees. The amount of this variable component usually depends on the results of the operating company concerned, and is thus linked directly to the recognisable effort and performance of the personnel. Central cash management helps encourage the good management of working capital at the companies.
In the year under review the average number of employees of Batenburg Beheer rose to 1,030. There were significant shifts within the segments. Partly owing to the divestment of De Bosman Bedrijven and the acquisition of Installatiebedrijf Wisse the number of employees in the installation sector at year-end declined from 906 in 2006 to 827 in 2007. In the Trading segment the number of employees rose due to acquisitions from 119 to 208 at year-end 2007.
A customer-focused strategy only works if the companies have well-trained and motivated employees. Various training opportunities are used in order to keep specialist knowledge up to date, including the courses offered by the industry organisation Uneto-VNI. In-company management development training was again organised in 2007 for the staff and management of the companies, covering the subjects of leadership, performance-based coaching and performance and risk management. The exchange of knowledge between the companies is facilitated by regular meetings with project leaders, administrative staff and controllers for instance, as well as human resources employees.
This increases ready knowledge and fosters contacts between the companies.
For our labour-intensive organisation, it is important that we continue to be able to attract and retain well-trained and motivated employees with technical and commercial knowledge. Elements such as primary terms and conditions of employment and fringe benefits, career progression opportunities, training and the working atmosphere are of major importance in this respect. Batenburg Beheer N.V. was chosen in both 2007 and 2008 as one of the Top Employers in the Netherlands. The selection as Top Employer was made on the basis of a survey questionnaire which is adapted annually by the Corporate Research Foundation to the latest labour market and employment trends.
Average annual turnover per employee rose 11% from € 144,600 to € 160,750, influenced in part by the rise in the volume of outsourced work. Average total personnel costs per employee (wages, social security and pensions) climbed 0.5%, from € 43,000 to € 43,250. Account has to be taken in this connection of a strongly changed composition of the Batenburg Group in 2007 and a relatively limited collective labour agreement wage adjustment of 1.25% in 2007. Given the tightness of the labour market it will not be easy to achieve wage restraint in the coming period as well. The Group Council is a platform for discussion with the managements of the operating companies about developments affecting our
Employees at year-end
2007 2006 Change
Installation 827 906 -/- 9 %
Trading 208 119 75 %
Total 1,035 1,025 1 %
B.V. Technische Handelsonderneming M. Seher & Co.
Seher supplied Connex plugs, size 6, of Pfisterer for Wind turbine
park Q7
29
companies. The Group Council holds two formal meetings each year and one strategic session lasting several days. Relevant and current themes are also discussed with the management of the holding company and the CPI (Central Personnel Information). The CPI is made up of members of the works councils and staff representatives from the companies. Some of the companies have works councils, while consultations at the other companies take place in accordance with the guidelines for companies with up to 50 employees.
We devote considerable attention to ensuring safe and healthy working conditions, by adopting a systematic approach to quality, health & safety and environmental matters. Prevention officers oversee day-to-day operations at the companies and play an active role in improving working conditions and preventing unsafe working practices. Toolbox meetings at the installation companies and risk analyses and evaluations are part of our strategy of regular evaluation and instruction of employees on the matter of safety at work. Moreover, employees are deemed to take personal responsibility for preventing unsafe situations. It is especially pleasing to report that the rate of sick leave declined from 4.4% in 2006 to 3.1% in the past year, with the largest decline taking place in the installation sector.
The companies keep in step with the views and standards prevailing in society with regard to the environment. Waste streams are disposed of in accordance with the normal procedures. Many of our companies have a quality assurance and safety system certified according to the latest ISO, VCA, and BRL standards. The integrity of our employees’ actions in a social context is regulated by a code of conduct and supported by rules for whistleblowers.
The year 2007 was challenging for the employees of the Batenburg Group. In the second half of the year in particular, considerable demands were placed on their flexibility and drive. We would like to thank employees for their unstinting commitment and enthusiasm for the services and products they supply. We trust we will be able to call on their engagement, flexibility and commitment again in 2008 to enable us jointly to achieve continued good results.
Developments at operating companies
Installation group
Installatiebedrijf en Ingenieursbureau KoldijkIn 2007 the recovery at Koldijk continued. Turnover increased significantly, partly due to an increase in the subcontracted work. There is a trend (especially in the infrastructure market) for Koldijk to act increasingly as system integrator for the technical installations in large-scale projects. The share of subcontracted work and the capital required for this are expected to continue to rise in the coming years. Due to the growth in Zwolle the business unit Industry & Infra has been accommodated in new leased premises. In addition the upgrade of the ERP system was started in 2007. The Lelystad location celebrated its 40th anniversary in 2007. After a long period of service the managing director of Koldijk, Mr B. Roseboom, opted for early retirement and Mr T.J. Ockhuijsen was appointed to succeed him with effect from September 2007. We owe many thanks to Mr Roseboom for his contribution over a period of many years to the development of Koldijk.
Beenen The turnover and result of Beenen were lower than in the preceding year. This was caused mainly by a disappointing order intake in the first half of the year, resulting in unsatisfactory productivity in that period. On the basis of the project intake in the second half of 2007 utilisation is looking much better for the coming months. The share of turnover in the foods and drinks and tobacco industry rose in the year under review. A major part of turnover is again expected to be realised in that sector in 2008. In 2007 a number of key vacancies were filled and Beenen was able, despite the tight labour market, to recruit sufficient new engineers and fitters. Further investments are being made in training to consolidate the leading position as system integrator in the northern part of the Netherlands.
Hoogendoorn GroepWith significantly higher turnover, the result of Hoogendoorn was at the same level as last year. The business unit Hoogendoorn Growth Management achieved robust turnover growth, especially in the Benelux. The now wholly-owned participating interests in Letsgrow and Growlab were fully integrated in the organisation in 2007. Innovative products such as Sensiplant (a wireless metering system to measure soil humidity for potted plants) and plant sensors for football fields are now
30
offered to customers directly by Hoogendoorn Growth Management. Turnover of the Industry (industrial automation) business unit was down on 2006. Complex projects placed major demands on the organisation. The turnover of the Data@Vision business unit continued to rise. The machine vision market is still growing and so is the number of potential applications.
Schekman Elektrotechniek On substantially higher turnover the result of Schekman was lower than a year ago. The workload was high and sick leave was likewise comparatively high for a number of employees with protracted illnesses. Sharply higher materials costs and the high workload put pressure on execution. Although Schekman has always been strongly dependent on the tendering market, the policy of performing more work for fixed customers is beginning to bear fruit. Expectations are more positive for 2008.
Van Dalen InstallatietechniekIn 2007 both turnover and the result at Van Dalen Installatietechniek increased significantly compared to 2006. In contracting more multidisciplinary projects, the share of subcontracted work also rises. The strong growth of the organisation and turnover continued in the Twello and Nijkerk locations and was further strengthened by the start of Van Dalen Bosma Installatietechniek in Deventer at the beginning of the year. The position in Deventer is particularly strong in the field of services. To steer this growth a great deal was invested in reinforcing the internal organisation and in employee training. In addition, the expansion of the business premises in Twello was taken into use in 2007.
SparreboomThe result of Sparreboom rose, on the back of sharply higher turnover in 2007. Many comparatively small-scale projects were completed and the volume of renovation and maintenance work increased. Because of pricing considerations, Sparreboom deliberately did not compete for larger projects and this proved to be successful. In maintenance in retail in
particular, the increasing travel time and costs are a cause for concern. Because Sparreboom is increasingly presenting itself as a total supplier of technical installations to clients, the share of subcontracted work is rising. A prime focus in 2007 was on training and on strengthening the organisation with a view to extending the management and inspection work.
IJsselmuidenDespite higher turnover IJsselmuiden had a disappointing year in financial terms. Due to underutilisation in the second half of 2006 projects were accepted at that time at poor prices. Performance on these projects was disappointing upon their execution in 2007. Measures have since been taken to improve the project management and qualitatively strengthen the organisation. Towards the end of the year a new ERP system was implemented, which will further improve financial management. The former co-owner, Mr P.T.M IJsselmuiden, left the organisation in 2007 and Mr ir. P.H. Kemme was appointed as temporary managing director as of 1 November 2007. The plumbing department in particular has a full order book for 2008 and further growth is possible in the fields of service and maintenance.
WisseIn September 2007 Batenburg Beheer acquired the shares of multidisciplinary installation company Wisse in Goes, which has over 80 employees. It has long-standing relationships with customers in non-residential and residential construction in the southwest Netherlands. Since the acquisition, all divisions of Wisse have been fully utilised and temporary staff was used to execute a number of projects. After the acquisition in September 2007 Wisse made a positive contribution to the result of Batenburg Beheer N.V. As of 1 January 2008 Mr drs. L.J.M. van ’t Veer was appointed as general director of Wisse, which he heads together with an experienced management team. The former owner-manager, Mr mr. T.F.W. Nijzink, handed over his work in the past period and has since stepped down.
Van Dalen Installatietechniek B.V.
In the “tour de technique” pupils of primary technical education gain
knowledge of the various disciplines at technical companies.
31
Trading group
Seher companies Seher Netherlands again achieved a good result on higher turnover. Wage costs rose however, as did operating expenses due to the successful implementation of a new ERP system. The propensity of clients to invest was good on average in 2007, both in the energy sector (the high-voltage network excepted however) and from industry. In the field of “green” energy Seher supplied Connex plug-in connection systems from Pfisterer in 2007 for the connection of the high voltage station of wind farm Q7-WP, which is sited over 23 kilometres in the sea off the Dutch coast. The transformer stations from ZPEU introduced together with Westland Energie were well received in the horticultural industry. In addition, after the tunnels of the Betuwe-line, the Schiphol tunnel was also equipped with the Tensorex gas wire strainers supplied by Seher in 2007. At the start of July 2007 Seher acquired the shares of Daelman Systems in Waddinxveen. The product range complements that of Seher’s Energy technology division. The acquisition has strengthened Seher’s position as a leading supplier of low-, medium- and high-voltage systems.The turnover and result of Seher Belgium were lower in 2007 than in 2006, reflecting a slightly disappointing development of turnover. More project-specific purchasing by customers means inventory management and the flexibility of the organisation are becoming increasingly important in acquiring orders. Measures have been taken to reinforce the sales force and to increase commercial power.
BevarThe result of Bevar increased slightly on turnover comparable to that of 2006. Partly due to cost-effective purchasing and a strong focus on quality and logistics services Bevar has managed to gain and retain the trust of customers in manufacturing. It was successful in acquiring new highly promising customers by offering a logistics formula with a high level of service. The tightness in the labour market is making itself keenly felt. Preparations are being made for the implementation of the ERP package in the course of 2008, which is already being used by its sister companies HPR Techniek and Seher Nederland.
HPR TechniekThe turnover of HPR significantly increased organically in 2007 and its result was satisfactory. Turnover grew especially strongly in the field of electronic components and
casings. Parts of the organisation have been strengthened and HPR was the first of the trading companies that commenced the implementation of a joint ERP system in the past year. In June 2007 the shares of Calibration Instruments and Systems (CI&S) were acquired. Through this acquisition HPR has achieved an attractive expansion of the existing product range with pressure and temperature calibration products. Complete calibration installations can be supplied that meet the most stringent criteria. In addition HPR acquired a product line as of 1 December 2007 with electrical power resistors from Daelman Systems, which was acquired by the sister company Seher. This forms a good addition to its own electrical power resistors, which are marketed under the label “Perk”.
TPC In June 2007 Batenburg Beheer acquired the shares of TPC Electronics and AVEC Goor, both established in Goor, and TPC Electronics in Gronau (Germany). TPC has over 80 employees and engages in the trade and distribution of industrial electronic components, including supplying obsolete devices and complete component packages (“kitting”). In addition assembles and equips TPC medium-sized printed circuit boards, using up-to-date machinery to do so. Owing to the stocks kept and machines used TPC is a relatively capital-intensive company. Investments were made in 2007 in the warehouse in lift systems and automated information processing on the basis of barcode systems. In addition the expansion of the business premise in Goor was completed. Since the acquisition in June 2007 TPC has made a positive contribution to the results of the Trading group.
Technische Handelsonderneming Bevar B.V.
Bevar supplies industrial fasteners to the Felua Group
(manufacturer of e.g. the Twinny Load).
32
Outlook
From a macro-economic perspective there is still substantial uncertainty in the financial markets in early 2008 about the possible aftermath of the mortgage crisis in the US and its consequences for economic growth in the Benelux. Short-term interest rates have increased due to this uncertainty and prices on stock exchanges have declined. In tandem with the rising inflation in the Euro zone, previous expectations for macro-economic growth in 2008 are being pegged back. This can particularly impact the level of investment in industry and non-residential construction in the markets in which Batenburg Beheer N.V. achieves its turnover.
The outlook for the Dutch installation market continues to be positive in 2008, though the strong growth of 2007 is expected to taper off to some extent. In the year under review the Batenburg installation companies on average benefited little from the improving market. Nor did the higher demand always lead to better pricing, given the fierce competition. In the coming year a more selective policy will be applied in contracting major projects aimed only at ensuring sufficient capacity utilisation in the longer term. These are often projects that are acquired through tenders at lower prices and less attractive conditions. Working to a shorter planning horizon makes a flexible response possible to demand from regular customers without entailing excessive pressure for the organisations.
Competition continues to be fierce in the non- residential construction sector for electronic engineering. The market position is better for sanitary installation companies and demand for services is currently outstripping available capacity. In industry the demand for control solutions for machine and production environments is currently better than at the start of last year. Tenders dominate the infrastructure market. The usually poorer financing conditions and large scale of the projects make the move towards tighter and professional project management at the installation companies all the more important.
On balance, capacity utilisation in the Installation group is looking favourable in early 2008 and the order book has improved in qualitative terms. Good management of (complex) projects, optimisation of the financing of work in progress and a flexible utilisation of capacity continue to be spearheads for the coming year.
The Trading group was able to benefit in 2007 from optimism in industry and sufficient replacement demand in the infrastructure market. No more supplies were made to major infrastructure projects such as the HSL and the Betuwe railway lines. The trading companies and their suppliers however have sufficient knowledge and capacity for innovation to successfully introduce new products and solutions. The importance of cooperation with customers is increasing in the trading companies as well. This can relate for instance to a logistics partnership in which the trading company handles purchasing and inventory functions for the client. In addition, partnering with clients is taking place in the field of product development and engineering. The fact that we have our own workshops and production facilities increases the flexibility with which we can serve our clients.
The pressure pushing up wages and the scarcity of qualified technical and commercial personnel is expected to raise costs levels in 2008. In 2007 four companies were acquired and integrated in the Batenburg Group. Consolidating the processes and performance of these companies will be one of our priorities. We continue to seek selective, targeted acquisitions that strengthen the market position of the Batenburg Group or individual subsidiaries.TPC Electronics B.V.
Supply of printed circuit boards for cabin interior products for
commercial aircrafts.
33
It is still too early to make any reliable pronouncement on expected net profit in the current year. The Batenburg Group is well positioned at the start of 2008. Accordingly we are looking forward confidently to the year and expect to be able to provide a more concrete expectation of profits at the time of publication of our half-year results.
Rotterdam, 27 March 2008
Executive BoardBatenburg Beheer N.V.
34
35
2007
BatenburgBeheer NV
FINANCIAL STATEMENTS
36
CONSOlidaTEd BalaNCE ShEET(before profit allocation) in € 1,000
ASSETS 31 December 2007 31 December 2006
NON-CURRENT ASSETS
Property, plant and equipment 1. 13,592 12,228
Intangible assets 2. 11,704 5,708
Financial fixed assets 3. – 469
25,296 18,405
CURRENT ASSETS Inventories 4. 11,737 7,031
Accounts receivable 26,753 27,567
Due from customers 5. 4,581 4,281
Tax receivable 623 –
Other receivables 1,281 1,216
Cash and cash equivalents 6. 4,928 12,452
49,903 52,547
Total assets 75,199 70,952
LIABILITIES 31 December 2007 31 December 2006
EQUITY 43,048 38,753
NON-CURRENT LIABILITIES
Employee benefits 7. 468 656
Deferred tax liabilities 8. 916 2.534
1,384 3,190
CURRENT LIABILITIES
Provisions 9. 1,153 1,171
Borrowings 768 –
Due to customers 10. 4,934 7,303
Accounts payable 12,449 9,597
Tax payable – 180
Other liabilities 11,463 10,758
30,767 29,009
Total liabilities 75,199 70,952
Notes
37
* Earnings per share equal diluted earnings per share.
CONSOlidaTEd iNCOmE STaTEmENTin € 1,000
2007 2007 2007 2006 2006 2006
discon- discon-
continuing tinued continuing tinued
Notes operations operations operations operations
Net turnover 11. 165,581 144,105 21,476 142,304 117,135 25,169
Raw materials and trade goods 12. 72,639 65,623 7,016 61,583 53,087 8,496
Work by third parties 20,814 13,430 7,384 15,080 9,607 5,473
Salaries 13. 37,483 33,543 3,940 35,222 28,404 6,818
Social security and pension costs 13. 7,068 6,351 717 7,134 5,731 1,403
Depreciation 14. 1,535 1,510 25 1,581 1,549 32
Impairment 15. 1,330 1,330 – – – –
Other operating expenses 16. 17,871 15,537 2,334 15,864 12,125 3,739
Total operating expenses 158,740 137,324 21,416 136,464 110,503 25,961
Book profit from
discontinued operations 17. 1,074 – 1,074 – – –
Result from associates
and joint ventures – – – -/- 26 -/- 26 –
Operating income 7,915 6,781 1,134 5,814 6,606 -/- 792
Financial income 240 240 – 225 225 –
Financial expenses 17 -/- 45 62 12 -/- 48 60
223 285 -/- 62 213 273 -/- 60
Income before tax 8,138 7,066 1,072 6,027 6,879 -/- 852
Income taxes 18. 1,515 1,515 – 1,110 1,491 -/- 381
Net income 6,623 5,551 1,072 4,917 5,388 -/- 471
Earnings per share (in €)* 5.50 4.61 0.89 4.08 4.47 -/- 0.39
38
CONSOlidaTEd CaSh flOW STaTEmENTin € 1,000
2007 2006
Cash flow from operating activities
Operating income 7,915 5,814
Adjustments for:
• depreciation 1,585 1,639
• impairment 1,330 –
• income tax paid -/-3,165 -/-1,416
• interest received and paid 238 256
• result from associates and joint ventures – 26
7,903 6,319
Changes in:
• inventories -/-1,479 -/- 425
• receivables -/-6,656 -/-1,645
• non-current liabilities -/-1,683 -/- 143
• current liabilities 7,578 4,115
-/-2,240 1,902
5,663 8,221
Cash flow from investing activities
Acquisition and divestment of subsidiaries -/-7,987 -/-2,295
Investment in property, plant and equipment -/-3,504 -/-3,804
Divestments in property, plant and equipment 555 261
Divestments / investments in associates and joint ventures 469 -/- 98
-/-10,467 -/-5,936
Cash flow from financing activities
Dividends paid -/-2,288 -/-2,160
Reissue of own shares – 185
Other financing activities -/- 40 -/- 88
-/-2,328 -/-2,063
Net change in cash and cash equivalents -/-7,132 222
Cash and cash equivalents at 1 January 12,452 11,844
Cash in acquired and divested subsidiaries -/- 392 386
Net change in cash and cash equivalents -/-7,132 222
Cash and cash equivalents at 31 December 4,928 12,452
39
Movement of equity:
Unappro-
Share Translation Other priated
capital reserve reserves result Total
Balance at 1 January 2006 963 5 30,113 4,818 35,899
Retained earnings 2005 – – 2,658 -/- 2,658 –
Dividends paid – – – -/- 2,160 -/- 2,160
Total recognised income – 9 – 4,917 4,926
Reissue of own shares – – 185 – 185
Stock options exercised – – -/- 97 – -/- 97
Balance at 31 December 2006 /
1 January 2007 963 14 32,859 4,917 38,753
Retained earnings 2006 – – 2.629 -/- 2,629 –
Dividends paid – – – -/- 2,288 -/- 2,288
Total recognised income – -/- 40 – 6,623 6,583
Balance at 31 December 2007 963 -/- 26 35,488 6,623 43,048
EquityAt 31 December 2007 the authorised share capital amounts to € 3,840,192, including 2,400,000 ordinary shares with a nominal value of € 0.80, 800,000 preference shares with a nominal value of € 2.40 and 80 priority shares with an nominal value of € 2.40. Issued and fully paid up are 1,204,122 ordinary shares and 80 priority shares (2006: the same). Earnings per share have been calculated taking in account 1,204,122 ordinary shares (2006: the same).
Preference shares can be issued not fully paid in. The articles of association of Batenburg Beheer grant these shares a yield preference based on the refunding rate of the European Central Bank.
The priority shares are owned by the foundation “Stichting J.C. Hoogerheide tot beheer van de prioriteitsaandelen van Batenburg Beheer N.V.”.
A description of the rights of preference shares and priority shares will be presented in the chapter Other information.
un-appropriated resultIt is proposed to shareholders to pay a dividend of € 2,889,905, which amounts to € 2.40 per ordinary share. In 2007 € 1.90 per ordinary share has been paid as dividend. Profit allocation has not been booked in balance at year-end and there are no consequences for income taxes.
CONSOlidaTEd STaTEmENT Of ChaNGES iN EQuiTYin € 1,000
4040
fiNaNCial rEpOrTiNG priNCiplES
General information
Batenburg Beheer N.V. has its registered office in Rotterdam, the Netherlands and comprises service companies in the fields of installation engineering and technical trading. The profile of the company is described in the chapter General in this annual report. In the chapter Miscellaneous an overview of the addresses of the company and all its subsidiaries is included. On 27 March 2007 the Supervisory Board and Executive Board approved the annual report 2007 of Batenburg Beheer N.V. for publication. The financial statements are subject to adoption by the Annual General Meeting of Shareholders on 24 April 2008.
Accounting principles for financial reporting
The consolidated financial statements are prepared in accordance with the International Financial Reporting Standards, as adopted by the European Union (EU-IFRS). Changes in IFRS which have been adopted for the year 2007 (IFRS 7, some interpretations and changes in current standards) have not resulted in changes in the accounting principles for financial reporting of the company. However some disclosures are extended. Changes which will be adopted in coming years are expected to have minor impact on the financial reporting of Batenburg Beheer N.V.
The consolidated financial statements are presented in euro’s, rounded to the nearest thousand. The consolidated financial statements have been prepared under the historical cost convention.
Principles for consolidation
The consolidated financial statements include the accounts of Batenburg Beheer N.V. and all operations in which Batenburg Beheer has a controlling interest. Consolidation takes place for 100%. Intra-group transactions, balances, income and expenses are eliminated in full on consolidation. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no indication for impairment. The financial statements of acquired or sold subsidiaries are consolidated or deconsolidated as from the moment a controlling interest has been acquired or lost. Joint ventures without a controlling interest are not consolidated. In the chapter Other information an overview of all consolidated operations is included.
foreign currenciesAssets and liabilities in foreign operations are converted in euro at the exchange rates at the end of the year. Revenues and expenses of foreign operations are converted into euro at the exchange rate prevailing on the date of transaction. Foreign exchange differences are recognised directly in the translation reserve.
Transactions in foreign currencies are converted into euro at the exchange rate on the date of transaction. Assets and liabilities are converted in euro at the exchange rate at balance sheet date.
derivative financial instrumentsSubsidiaries use at limited scale forward contracts (currency swaps) to mitigate currency risks on accounts payable and accounts receivable in especially US dollars and English pounds. When these forward contracts are used they do not qualify as hedge accounting instruments as defined in IAS 39. The gain or loss on re-measurement at fair value is recognised as a profit or loss in the income statement. Because of the limited scale of derivative financial instruments no quantitative disclosure has been included in this annual report.
Balance sheet
property, plant and equipmentProperty, plant and equipment are stated at historical costs less accumulated depreciation based on the expected useful life of the asset. Each year the assets with a significant value are tested on impairment. Assets acquired by business combinations initially are stated at fair value. Assets held for sale are no longer depreciated, unless they are impaired. These assets are stated at the lower of the carrying amount and the fair value less costs to sell. Within the group no financial lease contracts have been concluded. Operating lease payments have been recognised as an expense on a straight-line basis over the lease term. Under the Notes to the consolidated balance sheet (Commitments and contingent liabilities) an overview is given of the operating lease obligations.
41
intangible assetsAll business combinations are accounted for by applying the purchase method. Goodwill is stated at the total cost of the acquisition minus the fair value of the net acquired assets, and if necessary after impairments. Goodwill acquired before 1 January 2004 is stated at the initial value less depreciation (based on an economic lifetime of 20 years) until 1 January 2004. Goodwill is allocated to cash-generating units and no longer amortised but tested on impairment at least once a year. Negative adjustments are recognised directly in the income statement.
financial fixed assetsJoint ventures, in which Batenburg Beheer has a significant influence on the financial and operational policy, but not a controlling vote, are stated at net equity value. Receivables from joint ventures are stated at costs less any provisions considered necessary.
inventoriesInventories (trade goods and raw materials) are stated at the lower of costs and net realisable value. Net realisable value is the estimated selling price in the course of normal business less the estimated costs of completion and selling expenses. There is a provision for obsolete goods and materials.
Work in progressWork in progress is stated at cost plus an allocation for profit and overhead costs attributable to the contract operations less a provision for foreseeable losses and less progress billing. Work in progress is separated in amounts due from customers and due to customers, depending on the state of progress billing related to the costs incurred on the project.
accounts receivableAccounts receivable are stated at amortised costs (including provisions considered necessary for doubtful debtors). Accounts receivable with a term longer than one year will be presented as non-current assets. Accounts receivable with a term shorter than one year are not amortised.
Cash and cash equivalentsCash and cash equivalents comprise cash and bank balances and deposits that can be withdrawn on demand and are stated at amortised costs. Cash and cash equivalents with a term shorter than one year are not amortised.
EquityNet income of the current year is added to equity as un-attributed profit. Dividends will be booked as a liability in the period of declaration.Foreign exchange differences from converting assets and liabilities of foreign operations in euro are recognised in the translation reserve under equity.
provisionsFor the accounting principles used for deferred tax we refer to the accounting principles of income taxes.Other provisions include obligations with a probable outflow of resources, which can be reliably estimated.
retirement benefit costsBatenburg Beheer has both defined contribution and defined benefit pension plans. The contributions concerning defined contribution plans are recognised as employee benefit expenses when they are due. Several defined benefit plans of subsidiaries in the Netherlands are part of multi-employer plan ‘Pensioenfonds Metaal en Techniek’ (PMT). These plans are treated as defined contribution plans, because PMT as a result of the structure of accounting cannot provide reliable information on the individual liabilities and assets of the participants according to IAS 19. The pension plan of one of the subsidiaries is treated as a defined benefit plan until year-end 2006. The liabilities were calculated based on the projected unit-credit method and taken into the balance sheet on 1 January 2004. Actuarial gains and losses have been amortised over the expected remaining service time of the employees taking part in the plan, taking into account a corridor. Liabilities related to jubilee benefits have been calculated on an actuarial basis, including the possibility of leaving.
4242
Other assets and liabilitiesOther assets and liabilities are stated at amortised value. Other assets and liabilities with a term shorter than one year have not been amortised.
Income Statement
Total turnoverThis is the total revenue of rendered services and sale of goods to third parties, less discounts and taxes charged on turnover.
profit on construction contracts for third partiesWhere the results of construction contracts for third parties can be estimated reliable, turnover and costs are determined in proportion to the stage of completion of the project. The outcome of (generally complex) fixed price contracts cannot always reliably be estimated. In that case the profit on such projects will not earlier be booked than when the project has been completed. In the case of cost plus contracts, the percentage of completion method is applied. Project costs are charged to the income statement for the period in which these are incurred. If it may be assumed that the total contract costs will exceed the turnover, the expected loss is recognised directly to the income statement. If the outcome of projects cannot reliably be estimated, the turnover is considered to be equal to the costs incurred, to the extent costs are likely to be paid.
raw materials and trade goodsThese include the direct costs of goods and services sold. It also includes the movement in provisions for obsolete goods.
depreciationThe depreciation of assets is calculated taking into account the remaining useful economic life of the asset and the expected residual value of the asset. The annual percentages used for different asset categories are:
The expected useful lifetime of adaptations in existing buildings equals at maximum the remaining rental period.
finance income and costsFinance income and costs are presented using the effective interest method.
income taxesTax expense for the accounting period includes income tax on taxable profit, which is calculated based on tax rates in force, making allowance for tax-exempt profit components and non-deductible amounts, as well as any adjustments for current tax of prior periods.Deferred tax liabilities arise form the difference in commercial and fiscal valuation of assets and liabilities. The provision is calculated based on the taxes in force.A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the assets can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realised.
Earnings per shareThe earnings per share are calculated as the net profit payable to shareholders divided by the number of shares outstanding. Earnings per share equal diluted earnings per share.
Cash flow statement
The cash flow statement is drawn up by the indirect method, in which the movements in cash are determined on the basis of operating income as presented in the consolidated income statement.
Buildings 2.5% – 10% per year
Machines and installations 10% – 20% per year
Other equipment 15% – 20% per year
43
Segment information
As primary segment the activities of the Installation group, the Trade group and other activities are presented. As secondary segment the geographical spread of activities is presented.
Related parties
There is a related party relationship, which includes Batenburg Beheer N.V., her subsidiaries, associates and joint ventures.
Management of capital
Under the IFRS-definition of capital only qualifies Batenburg Beheer N.V.’s equity. Batenburg Beheer N.V. shares have been listed on Euronext N.V. in Amsterdam. To promote the marketability of the shares, SNS Securities acted as liquidity provider during the financial year. Batenburg Beheer N.V.’s dividend policy aims for an attractive dividend yield and to distribute a dividend of at least 40% of net profit each year. Based on the strategy and objectives of the company the target solvency is at least 40%. Other reserves are utilised to invest in the context of organic growth and acquisitions. For a quantitative disclosure of capital will be referred to the ‘Consolidated statement of changes in equity’.
Management of cash, foreign exchanges rate differences, interest and credit risk
Batenburg Beheer has a central role in the Group with regard to cash flow optimalisation and the financial position of the subsidiaries. The trade companies rarely use short-term derivative financial instruments to hedge currency risks arising from transactions in especially US dollars and English pounds. Foreign exchange differences arising from transactions are recognised in the income statement.There are no long-term loans, which implies that the sensitivity for interest rate changes is limited. Credit risks within the Group concern especially doubtful debtors. This risk is actively managed and monitored. Information from external sources and credit insurance companies is also used. Furthermore detailed monthly reports are drawn up with reporting items such as the age of accounts receivable, average days of accounts receivable and the provision of doubtful debtors.
Estimates and judgements by the management
Primary sources of uncertainties in the annual accounts are related to assumptions used in impairment calculations, the assumptions and availability of information in the calculation of employee benefit obligations, the need and size of provisions for losses on work in progress and unsettled tax declarations. The assumptions were made in a consistent manner.
4444
NOTES TO ThE CONSOlidaTEd BalaNCE ShEETin € 1,000
Property Land Machines Other
under and and tangible
construction buildings Installations assets Total
Value at costs 2,595 11,006 78 7,431 21,110
Accumulated depreciation (–) – 4,700 65 6,021 10,786
Balance at 1 January 2006 2,595 6,306 13 1,410 10,324
Changes in 2006:
Investments -/- 2,595 4,566 47 1,655 3,673
Business combinations – – 4 127 131
Divestments (–) – 219 – 42 261
Depreciation (–) – 625 13 1,001 1,639
Total changes 2006 -/- 2,595 3,722 38 739 1,904
Value at costs – 15,269 131 8,932 24,332
Accumulated depreciation (–) – 5,241 80 6,783 12,104
Balance at 31 December 2006 /
1 January 2007 – 10,028 51 2,149 12,228
Changes in 2007:
Investments – 677 46 1,980 2,703
Business combinations – 161 390 250 801
Deconsolidation (–) – – – 403 403
Divestments (–) – 82 – 70 152
Depreciation (–) – 728 114 743 1,585
Total changes 2007 – 28 322 1,014 1,364
Value at costs – 15,297 1,003 10,022 26,322
Accumulated depreciation (–) – 5,242 629 6,859 12,730
Balance at 31 December 2007 – 10,055 374 3,163 13,592
The actual value of land and buildings, based on recent appraisals, amounts to € 14.3 million
(2006: € 14.9 million).
2. Intangible assets 2007 2006
Goodwill
Value at costs 6,106 4,776
Accumulated amortisation (–) 398 398
Balance at 1 January 5,708 4,378
Business combinations 7,326 1,330
Impairment -/- 1,330 –
Total changes 5,996 1,330
Value at costs 13,432 6,106
Accumulated amortisation 1,728 398
Balance at 31 December 11,704 5,708
1. Property, plant and equipment
45
The goodwill in the consolidated balance sheet per 31 December 2007 relates to acquisitions as of 2001. It relates (until 2006) to the acquisitions of Van Dalen Installatietechniek B.V., Elektrotechnisch Bureau J.H. Sparreboom B.V., Technische Handelsonderneming Bevar B.V. and Van Roij Lastechniek B.V. (the latter with B.V. Technische Handelsonderneming M. Seher & Co. as cash generating unit).
New business combinations in 2007 are Calibration Instruments & Systems B.V. (with HPR Techniek B.V. as cash generating unit), TPC Electronics B.V., AVEC Goor B.V., TPC Electronics GmbH (together one cash generating unit), Daelman Systems B.V. (with B.V. Technische Handelsonderneming M. Seher & Co a cash generating unit) and Installatiebedrijf Wisse B.V. The acquisitions are disclosed at the “Business combinations”.
The recoverable amount of the cash generating units is based on value in use. For the calculation expected cash flows are used from the budgets and medium-term plans over a period of four years. Concerning the period after four years no growth rate has been applied. Expected cash flows are calculated at a tax rate of 25,5% and discounted at a Weighted Average Cost of Capital (WACC) of 8.6% (2006: 8.0%). The WAC has changed as a result of the increasing risk-free interest rate.
After the impairment tests it became clear that the goodwill of cash generating unit IJsselmuiden (IJsselmuiden & Zonen B.V. and IJsselmuiden Installatietechniek Sassenheim B.V.) is impaired. De goodwill of this cash generating unit has been amortised in the operating result of 2007. The impairment results from changed expectations of future cash flows of this subsidiary. For the other goodwill no impairment losses were recognised at 31 December 2007.
3. Financial fixed assets 2007 2006
Balance at 1 January 469 397
Changes:
Investments – 98
Divestments -/- 469 –
Revenues (loss) – -/- 26
Total changes -/- 469 72
Balance at 31 December – 469
The activities of Growlab Instruments V.O.F. (a 50% participation with Growlab B.V. in Waspik) and LetsGrow.com V.O.F. (a 50% participation with PPO B.V. in Wageningen) were integrated in 2007 in the Batenburg Group. Bouwcombinatie drinkwaterstation Oldeholtpade V.O.F. (a 50% participation with BBF B.V. in Leeuwarden) ended in 2007.
Key financial figures of the (former) joint ventures:
2006 Assets Liabilities Turnover Income
Growlab Instruments V.O.F. 160 200 427 -/- 57
LetsGrow.com V.O.F. 172 978 210 5
Bouwcombinatie drinkwaterstation
Oldeholtpade V.O.F. 237 116 6,105 –
Total 569 1,294 6,742 -/- 52
4646
4. Inventories 2007 2006
Trade goods 13,397 8,790
Raw materials 2,042 1,695
Provision for obsolete goods and materials -/- 3,702 -/- 3,454
Total 11,737 7,031
5. Work in progress 2007 2006
Cumulative incurred costs and profit at the end of the year 29,928 38,937
Progress billing 30,280 41,959
Work in progress at 31 December -/- 352 -/- 3,022
Due to customers 4,933 7,303
Due from customers 4,581 4,281
6. Cash and cash equivalents 2007 2006
Total 4,928 12,452
At the end of 2007 there are no short-term deposits (2006: € 8,2 million).
7. Employee benefits 2007 2006
Defined contribution plans
Balance at 1 January 569 569
Change -/- 569 –
Balance at 31 December – 569
Jubilee benefits 374 –
Other pension liabilities 94 87
Total 468 656
The employees with a defined benefit plan accepted a new pension plan at 2007 year-end. The obligation therefore has been booked in favour of the income of 2007. The obligation at the end of 2006 was calculated based on the “projected unit-credit method” and informa-tion available at the end of that year. Actuarial gains and losses were amortised over the expected remaining service time of the employees taking part in the plan, taking into account a corridor. Assumptions used in the calculation of the liabilities were:
2007 2006
Discount rate – 4.5%
Expected return on plan assets – 5.5%
Future salary increase – 3.0%
Future pension increase – 2.0%
Pension age – 65
Most of the Dutch employees participate in the multi-employer plan ‘Pensioenfonds Metaal en Techniek’ (PMT). This plan is treated as defined contribution plan, because PMT as a result of the structure of accoun-ting cannot provide reliable information on the individual liabilities and assets of the participants according to IAS 19. Based on the guidelines and principles of PMT, the coverage ratio amounts to 153% (assets divided by liabilities) at the end of 2007.
47
8. Deferred tax liabilities 2007 2006
Balance at 1 January 2,534 2,482
Changes due to differences in commercial and fiscal valuation 239 307
Changes due to tax rate alterations -/- 1,062 -/- 408
Changes due to deconsolidation -/- 858 –
Changes due to business combinations 63 153
Balance at 31 December 916 2,534
Non-current assets 704 616
Work in progress – 1,804
Liabilities 228 289
Receivables -/- 16 -/- 30
Pensions – -/- 145
Total 916 2,534
9. Current provisions 2007 2006
Warranty provision 1,110 1,165
Pension provision 43 6
Total 1,153 1,171
Warranty provision 2007 2006
Balance at 1 January 1,165 1,110
Changes due to business combinations 81 –
Changes due to deconsolidation -/- 211 –
Other changes 75 55
Balance at 31 December 1,110 1,165
The provision is based on warranty obligations arising from projects for third parties. The warranty term is in general 1 year. The provision is based on historical warranty information.
10. Due to customers 2007 2006
Due to customers arises when costs incurred and profit of a project less
provisions for costs is less than progress billing, taking into account the stage
of completion of the construction contract. 4,934 7,303
Commitments and contingent liabilitiesGuaranties issued by bankers amount to € 2.5 million (2006: € 4.5 million). At 31 December 2007 no currency swaps were used.
Batenburg Beheer N.V. has been granted a corporate credit arrangement in which it is severally liable for the credit lines used by its subsidiaries. Some subsidiaries have granted guarantees for possible bank overdrafts. These guarantees are not substantial for Batenburg Beheer N.V.
Operational lease obligations for cars and office equipment amount to € 2.2 million per year (2006: € 2.1 million). € 1.8 million concerns obligations with a lease term between 1 and 5 years and € 0.4 million concerns obligations with a lease term shorter than 1 year.Rental agreement obligations amount to € 1.2 million per year (2006: € 1.1 million). € 0.1 million concerns agreements with terms shorter than one year. € 0.4 million concerns agreements with terms between 1 and 5 years and € 0.7 million concerns agreements with terms longer than 5 years.
4848
NOTES TO ThE CONSOlidaTEd iNCOmE STaTEmENTin e 1,000
11. Net turnover 2007 2006
Net turnover from installation services 114,368 102,115
Net turnover from trade 51,213 40,189
Total 165,581 142,304
2007 2006
Net turnover in the Netherlands 158,412 133,597
Net turnover in other countries 7,169 8,707
Total 165,581 142,304
12. Cost of raw materials and trade goods 2007 2006
Raw materials 39,819 35,768
Trade goods 33,097 26,053
Change in provision for obsolete inventories -/- 277 -/- 238
Total 72,639 61,583
13. Salaries, social security and pension costs 2007 2006
Salaries 37,483 35,222
Social security 5,054 4,729
Pension costs 2,014 2,405
Total 44,551 42,356
The number of employees at year-end amounts to: 2007 2006
Installation 827 906
Trade 208 119
Total 1,035 1,025
The average number of employees in 2007 amounts to: 1,030 (2006: 984).
Remuneration of the statutory Executive Board (P.C. van der Linden) 2007 2006
Fixed salary 219 216
Variable payments 80 65
299 281
Pension costs 35 -/- 7
Total remuneration 334 274
No loans, advances or guarantees have been issued to the statutory Executive Board. The statutory Executive Board holds no shares in Batenburg Beheer N.V.
49
Remuneration of the Supervisory Board 2007 2006
W. van Voorden 23 23
J. Smit 18 18
G.N.G. Wirken 18 18
Total 59 59
No loans, advances or guarantees have been issued to the Supervisory Board. The members of the Supervisory Board hold no shares in Batenburg Beheer N.V.
14. Depreciation 2007 2006
Property, plant and equipment 1,585 1,639
Profit on non-current assets sold -/- 50 -/- 58
Total 1,535 1,581
15. Impairment loss 2007 2006
For a further disclosure of the impairment loss will be referred to the disclosure of intangible assets (goodwill).
16. Other operating expenses 2007 2006
Changes in provisions 486 -/- 2
Impairment of accounts receivable 292 300
Other indirect expenses 17,093 15,566
Total 17,871 15,864
The other indirect expenses include housing expenses, office expenses, sales and other personnel costs.
17. Book profit from discontinued operations
Mid-2007 Batenburg Beheer N.V. divested De Bosman Bedrijven B.V. in Amersfoort to the management of this company, with a realised book profit on the sale of € 1.1 million.
The effect of discontinued operations on individual assets and liabilities can be disclosed as follows:
2007
Non-current assets -/- 398
Current assets -/- 10,458
Liabilities 9,938
Sum of recognisable assets and liabilities -/- 918
Sales price, including repayment of granted loans and cash (total cash in) 4,143
5050
18. Income taxes 2007 2006
Income taxes payable 1,515 1,518
Deferred income tax (reduction in tax rate) – -/- 408
Total 1,515 1,110
Effective tax rate
Taxes based on local tax rate 25.5% 29.6%
Non-deductible costs 0.4% 0.6%
Participation exemption 0.8% 0.0%
Change in deferred tax rate 0.0% -/- 6.8%
Impact other countries -/- 8.1% -/- 4.7%
Tax-loss carry forwards 0.0% -/- 0.3%
Total 18.6% 18.4%
related party transactionsTransactions between the company and its subsidiaries, which are related parties of the company, are eliminated on consolidation and not disclosed separately in this note.Transactions between subsidiaries and investments in associates and joint ventures take place at arms length, but aren’t material for the Batenburg Group as a whole.A disclosure of the remuneration of Executive Board and Supervisory Board is shown in the notes to the consolidated income statement. The executive and supervisory directors hold no interests in shares with voting rights in Batenburg Beheer N.V.
Business combinationsIn 2007 the following business combinations took place:
Consolidated
Company name Transaction Place from Segment
Calibration Instruments &
Systems B.V. shares Berkel en Rodenrijs April 2007 Trade
T.P.C. Electronics B.V. shares Goor June 2007 Trade
AVEC Goor B.V. shares Goor June 2007 Trade
T.P.C. Electronics GmbH shares Gronau June 2007 Trade
Daelman Systems B.V. shares Waddinxveen July 2007 Trade
Installatiebedrijf Wisse B.V. shares Goes September 2007 Installation
On 5 April 2007 subsidiary HPR Techniek B.V. acquired 100% of the shares of Calibration Instruments & Systems B.V. in Berkel en Rodenrijs. The average annual turnover amounts to approximately € 1 million.
On 5 June 2007 Batenburg Beheer N.V. acquired 100% of the shares of TPC Electronics B.V. en AVEC Goor B.V. in Goor and TPC Electronics GmbH in Gronau. With about 80 employees an annual turnover of € 10 to 11 million is realised.
On 2 July 2007 subsidiary B.V. Technische Handelsonderneming M. Seher & Co acquired 100% of the shares of Daelman Systems B.V. in Waddinxveen. The annual turnover amounts to € 2.5 to 3 million.
On 4 September 2007 Batenburg Beheer N.V. acquired 100% of the shares of Installatiebedrijf Wisse B.V. in Goes. With about 80 employees an annual turnover of approximately € 8 million is realised.
The transactions has been accounted for by applying the purchase method. The purchase prices were paid in cash.
51
The fair value of the combined assets and liabilities acquired is as follows: Segment Segment
Trade Installation
Non-current assets 615 237
Current assets 5,624 956
Current liabilities -/- 3,378 -/- 1,641
Net acquired assets 2,861 -/- 448
Purchase price 6,398 3,589
Cash available 341 -/- 589
Cash outflow on acquisition 6,739 3,000
Goodwill 3,878 3,448
The book value of the combined assets and liabilities acquired does not show material differences with the fair value at acquisition date. The transition to the accounting principles of Batenburg Beheer N.V. did not have a material impact on the balance sheets of these subsidiaries.
5252
SEGmENT iNfOrmaTiONin € 1,000
Segment information 2007
Primary segment Installation Trade Others Total
Net turnover 114,368 51,213 – 165,581
Operating income before amortisation of
goodwill (EBITA) 3,886 5.727 -/- 368 9.245
Operating income (EBIT) 2,556 5.727 -/- 368 7,915
Assets 31,796 20,062 23,341 75,199
Liabilities 22,510 8,140 1,501 32,151
Investments in non-current assets 5,281 4,973 636 10,890
Depreciation 649 277 659 1,585
Impairment 1,330 – – 1,330
In the segment Installation, the information of the divested subsidiary De Bosman Bedrijven B.V. has been included. Until the divestment mid-2007 net turnover amounted to € 21,476. Operating income (EBIT) including the book profit amounted to € 1,134. Until the divestment, investments in non-current assets amounted to € 329 and depreciation to € 15.
Secondary segment the Netherlands Others Total
Net turnover 158,412 7,169 165,581
Assets 73,309 1,890 75,199
Investments in non-current assets 10,846 44 10,890
Segment information 2006
Primary segment Installation Trade Others Total
Net turnover 102,114 40,190 – 142,304
Operating income before amortisation of
goodwill (EBITA) 1,371 4,799 -/- 356 5,814
Operating income (EBIT) 1,371 4,799 -/- 356 5,814
Assets 35,956 14,861 20,135 70,952
Liabilities 25,886 4,313 1,999 32,198
Investments in non-current assets 2,706 376 1,922 5,004
Depreciation 881 172 586 1,639
In the segment Installation the information of the divested subsidiary De Bosman Bedrijven B.V. has been included. In 2006 net turnover amounted to € 25,169 and operating income (EBIT) to € 792 -/- (loss). At the end of 2006 the assets amounted to € 7,745, investments in non-current assets to € 43 and depreciation to € 91.
Secondary segment the Netherlands Others Total
Net turnover 133,597 8,707 142,304
Assets 68,838 2,114 70,952
Investments in non-current assets 4,970 34 5,004
Intercompany transactions between the segments were not material in 2007 and 2006.
53
OThEr iNfOrmaTiON
Consolidated companies (100% participations unless stated otherwise)
The Netherlands
Batenburg Facilitair B.V. Rotterdam
HPR Techniek B.V. Rotterdam
Installatiebedrijf en Ingenieursbureau Koldijk B.V. Zwolle
Koldijk Beheer B.V. Rotterdam
Koldijk Onroerend Goed B.V. Rotterdam
B.V. Technische Handelsonderneming M. Seher & Co. Capelle a/d IJssel
Beenen Electro Beheer B.V. Rotterdam
Beenen B.V. Heerenveen
Batenburg Industriële Projecten B.V. Rotterdam
Beheermaatschappij Hoogendoorn Groep B.V. Vlaardingen
Hoogendoorn Automatisering B.V. Vlaardingen
H. Hoogendoorn Automation B.V. Vlaardingen
Hoogendoorn Data at Vision B.V. Vlaardingen
Innocom (I.T.) B.V. Vlaardingen
LetsGrow.com B.V. (formerly Hoogendoorn Xpertise B.V.) Vlaardingen
JB Systems B.V. Vlaardingen
Indal Tuinbouwautomatisering B.V. Vlaardingen
Schekman Elektrotechniek B.V. Nijmegen
Xolver B.V. Rotterdam
Albert van der Perk B.V. Rotterdam
Van Reijsen Elektronika B.V. Rotterdam
Klees Electronics B.V. Rotterdam
Van Roij Lastechniek B.V. Capelle a/d IJssel
Van Dalen Installatietechniek B.V. Twello
Van Dalen Beheer B.V. Twello
Van Dalen Loodgieter en Centrale Verwarming B.V. Twello
J.H. Sparreboom Holding B.V. Ridderkerk
Electrotechnisch Bureau J.H. Sparreboom B.V. Ridderkerk
Vestar Holding B.V. Rotterdam
Bevar Beheer B.V. Rotterdam
Technische Handelsonderneming Bevar B.V. Veenendaal
IJsselmuiden & Zonen B.V. Sassenheim
IJsselmuiden Installatietechniek Sassenheim B.V. Sassenheim
Calibration Instruments & Systems B.V. Berkel en Rodenrijs
T.P.C. Electronics B.V. Goor
AVEC Goor B.V. Goor
Daelman Systems B.V. Waddinxveen
Installatiebedrijf Wisse B.V. Goes
Belgium
M. Seher & Co. N.V. Ternat
Muxum Data Communications N.V. Ternat
Germany
T.P.C. Electronics GmbH Gronau
England
Hoogendoorn Automation UK Limited Barnham
France
Hoogendoorn Automatisation S.A.R.L. Avignon
Spain
Hoogendoorn Automatización S.L. Almeria
United States of America
Hoogendoorn Automation Inc. Longmont (Denver)
5454
Auditors report
To the General Meeting of Shareholders of Batenburg Beheer N.V.
report on the consolidated financial statementsWe have audited the accompanying consolidated financial statements 2007 which are part of the finan-cial statements of Batenburg Beheer N.V., Rotterdam, which comprise the consolidated balance sheet as at 31 December 2007, the consolidated income statement, the consolidated cash flow statement and the consolidated statement of changes in equity for the year then ended and a summary of significant accounting policies and other explanatory notes.
management’s responsibilityManagement of the company is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with International Financial Reporting Standards as adopted by the European Union and with Part 9 of Book 2 of the Netherlands Civil Code, and for the preparation of the report of the executive board in accordance with Part 9 of Book 2 of the Netherlands Civil Code. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of the consolidated financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.
auditor’s responsibilityOur responsibility is to express an opinion on the consolidated financial statements based on our audit. We conducted our audit in accordance with Dutch law. This law requires that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the consolidated financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting esti-mates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
OpinionIn our opinion, the consolidated financial statements give a true and fair view of the financial position of Batenburg Beheer N.V. as at 31 December 2007, and of its result and its cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union and with Part 9 of Book 2 of the Netherlands Civil Code.
report on other legal and regulatory requirementsPursuant to the legal requirement under 2:393 sub 5 part e of the Netherlands Civil Code, we report, to the extent of our competence, that the report of the executive board is consistent with the consolidated financial statements as required by 2:391 sub 4 of the Netherlands Civil Code.
Rotterdam, 27 March 2008
MAZARS PAARDEKOOPER HOFFMAN ACCOUNTANTS N.V.
P.J. Steman RA
55
Priority shares’ controlling rights
The main special right attached to the priority shares is the right to submit a proposal for a share issue. There are no financial preferences attached to these shares.
The object of the foundation for the management of the priority shares (“Stichting J.C. Hoogerheide tot beheer van de prioriteitsaandelen van Batenburg Beheer N.V. te Rotterdam”) is: “To ensure the continuity and efficient management of the Company and other companies or legal entities associated with the Company, and also to ensure that the Company is managed properly and that there is continuity in the management of the Company”.It is anticipated that a share issue can be used as a measure in cases where the Board of the Foundation considers that the object of the Foundation is in jeopardy.
The Executive Board of Batenburg Beheer N.V. and Board of the “Stichting J.C. Hoogerheide tot beheer van de prioriteitsaandelen van Batenburg Beheer N.V. te Rotterdam” share the view that with respect to the exercising of voting rights on the priority shares, the Foundation has met the requirements laid down in Appendix X to the Listing and Issuing Rules of Euronext N.V., Amsterdam.
The Board of the foundation:P.C. van der Linden (Chairman)E.M. BosmaJ. SmitW. van VoordenG.N.G. Wirken
Preference shares
The main special rights attached to the preference shares are the right to acquire ownership of prefe-rence shares in the Company and to exercise the rights attached to those preference shares, including the voting rights and preferential subscription rights and/or in exchange for the allocation of depositary receipts to acquire and administer the ownership and management of preference shares and to exercise the rights attached to those shares.
The object of the foundation for preference shares in Batenburg Beheer (“Stichting Preferente Aandelen Batenburg Beheer”) is to ensure the continuity of the Company and the maintenance of its identity, and the continuity and identity of those companies with which it forms a group. The measures to exercise preferential subscription rights and to acquire preference shares can be expected to be used in cases where the Board of the Foundation considers that the object of the Foundation is in jeopardy.
The Executive Board of Batenburg Beheer N.V. and the Board of the foundation for preference shares share the view that, with regard to the independence of the members of the Board of the Stichting Preferente Aandelen Batenburg Beheer, the requirements laid down in Appendix X to the Listing and Issuing Rules of Euronext N.V., Amsterdam have been met.
The Board of the foundation:W. van den Herik (Chairman) (officer B)W.M. Lammerts van Bueren (officer B)J. van der Linden (officer B)J.D. Snoek (officer B)W. van Voorden (officer A)
Profit allocation 2007 2006
proposal
Net income 6,623 4,917
Added to the Other reserves 3,733 2,629
Dividend 2,890 2,288
5656
IFRS Dutch GAAP
2007 2006 2005 2004 2004 2003
Number of employees at end of year 1,035 1,025 943 978 978 970
Break-down by age
up to 20 years 41 51 42 29 29 29
21-25 years 110 97 111 107 107 116
26-30 years 157 156 147 163 163 165
31-35 years 160 150 151 191 191 181
36-40 years 161 182 180 170 170 165
41-45 years 145 130 98 106 106 104
46-50 years 101 109 103 95 95 106
51-55 years 89 75 52 60 60 58
over 56 years 71 75 59 57 57 46
1,035 1,025 943 978 978 970
Sales per employee x € 1,000 161 145 136 134 129 140
Personnel costs per employee
x € 1,000 43 43 42 41 41 41
Personnel costs in % of turnover 27% 30% 31% 31% 32% 30%
Average sick leave in % 3.1% 4.4% 4.1% 4.5% 4.5% 4.9%
Break-down by number of years employed
0- 5 years 486 428 380 499 499 485
6-10 years 210 243 216 164 164 159
11-15 years 95 96 101 103 103 114
16-20 years 89 112 97 99 99 90
21-25 years 52 35 41 24 24 44
26-30 years 44 52 45 44 44 40
31-35 years 36 32 38 28 28 24
36-40 years 17 21 19 13 13 10
over 41 years 6 6 6 4 4 4
1,035 1,025 943 978 978 970
miSCEllaNEOuS
Workforce over the last five years
57
Batenburg Installation Group
Koldijk
Zwolle, Almere, Lelystad, Kampen, Emmeloord, Hengelo
Beenen
Heerenveen, Emmen
Hoogendoorn Vlaardingen, Sint-Niklaas, West Sussex, Avignon,
Longmont
Schekman
Nijmegen, Wageningen
Van Dalen
Twello, Nijkerk, Deventer
Sparreboom
Ridderkerk
IJsselmuiden
Sassenheim
Wisse
Goes
Each company is specialised in one or more of these fields. The knowledge we have acquired of processes and applications enables us to provide a thorough and independent advice, as well as the implementation and the maintenance.
Batenburg Trading Group
Components
for energy
technology and
electronics
Components for
process control
and
cybernetics
Mechanical
components
Production
of
semimanufactures
Training
and /or
consultancy
HPR
Rotterdam, Zaventem
Seher
Capelle a/d IJssel
Seher
Ternat
Bevar
Veenendaal
TPC
Goor, Gronau
Each company is specialised in one or more of these fields. Knowledge of applications enables our specia-lists to provide the most suitable solution. We design, implement and maintain the solutions we provide. Delivery times are kept short through efficient stock keeping and in-house assembly. We transmit our knowledge by means of consultancy and training.
Organisation structure
Electrical
engineering,
service and
maintenance
Process
automation
and software
development
Telecommunication
networks
and
security systems
Construction
of switchboards
and
control panels
Mechanical
and
sanitary
installations
58
List of operating companies
Installation group
KoldijkManagement: Th.J. Ockhuijsen
installatiebedrijf en ingenieursbureau Koldijk B.v.Schokkerweg 17P.O. Box 460 8000 AL ZwollePhone +31 38 - 421 32 20Fax +31 38 - 421 24 94
Branch-office KampenGildestraat 20A8263 AH KampenPhone +31 38 - 331 47 50Fax +31 38 - 332 65 16
Branch-office lelystadSchroefstraat 308223 ED LelystadPhone +31 320 - 22 13 40Fax +31 320 - 22 89 22
Branch-office almereManuscriptstraat 1P.O.Box 601241320 AC AlmerePhone +31 36 - 530 00 60Fax +31 36 - 534 46 00
Branch-office EmmeloordEcu 418305 BA EmmeloordPhone +31 527 - 20 35 29Fax +31 527 - 20 38 41
Branch-office hengeloAquamarijnstraat 1257554 NP HengeloPhone +31 74 - 259 63 11Fax +31 74 - 259 09 52
www.koldijk.eu
BeenenManagement: F. Popma
Beenen B.v.Mercurius 22P.O. Box 414 8440 AK HeerenveenPhone +31 513 - 46 95 00Fax +31 513 - 46 95 55
Branch-office EmmenWillem Schoutenstraat 11B 7825 VV EmmenPhone +31 591 - 61 98 50Fax +31 591 - 63 51 56
www.beenen.nl
SchekmanManagement: ing. T.P.A. Scheenen
Schekman Elektrotechniek B.v.Factorijweg 15P.O. Box 69806503 GL NijmegenPhone +31 24 - 371 77 77Fax +31 24 - 371 77 70
Branch-office WageningenNaaldweg 16706 JE WageningenPhone +31 317 - 41 56 80Fax +31 24 - 371 77 70
www.schekman.nl
hoogendoorn GroepManagement: ing. A.M. van Gogh
hoogendoorn JB Systemsdata visionWestlandseweg 190P.O. Box 1083130 AC VlaardingenPhone +31 10 - 460 80 80Fax +31 10 - 460 80 00
Branch-office England - Barnham, Bognor regisSussex Business VillageLake LaneBarnham, Bognor RegisWest Sussex PO22 0ALUnited KingdomPhone +44 1243 55 55 01Fax +44 1243 55 55 05
Branch-office france - avignonAgroparcBAT C, BP. 122384911 Avignon Cedex 09FrancePhone +33 490 84 14 25Fax +33 490 84 14 26
Branch-office Belgium - Sint-NiklaasIndustriepark-West 759100 Sint-NiklaasBelgiumPhone +32 3 780 17 62Fax +32 3 780 17 66
Branch-office uSa - denver1880 Industrial Circle Suite A-1Longmont CO 80501United States of AmericaPhone +1 303 500 1077
www.hoogendoorn.nl
Growth management
MBA
59
van dalenManagement: G.H. van Dalen
van dalen installatietechniek B.v.Engelenburgstraat 217391 AM TwelloPhone +31 571 - 27 90 00Fax +31 571 - 27 90 10
Branch-office NijkerkHavenstraat 9P.O. Box 103860 AA NijkerkPhone +31 33 - 456 01 60Fax +31 33 - 453 01 29
van dalen Bosma installatietechniek B.v.Finsestraat 55001P.O.Box 667400 AB DeventerPhone +31 570 - 62 76 70Fax +31 570 - 62 37 04
www.vandalen-installatie.nl
SparreboomManagement: A.T. Kemperman
Technisch Bureau J.h. Sparreboom B.v.Brouwerstraat 22P.O. Box 1142980 AC RidderkerkPhone +31 180 - 41 65 63Fax +31 180 - 41 20 55
www.sparreboom.nl
iJsselmuidenManagement: ir. P.H. Kemme (a.i)
iJsselmuiden en Zonen B.v.Hub van Doorneweg 72171 KZ SassenheimPhone +31 252 - 26 01 01Fax +31 252 - 23 28 19
www.ijsselmuidenbv.nl
WisseManagement: drs. L.J.M. van ‘t Veer
installatiebedrijf Wisse B.v.Verrijn Stuartweg 1-3P.O. Box 3054460 AS GoesPhone +31 113 - 22 70 72Fax +31 113 - 23 08 22
www.wisse-goes.nl
60
Trade group
hprManagement: drs. G.J. de Waard AA
hpr Techniek B.v.Calibration instruments & Systems B.v. Stolwijkstraat 33P.O. Box 93933007 AJ RotterdamPhone +31 10 - 292 87 87Fax +31 10 - 292 87 65
Branch-office Belgium - ZaventemLeuvensesteenweg 613B-1930 Zaventem Zuid 7BelgiumPhone +32 2 253 31 20Fax +32 2 253 08 97
www.hprtechniek.nl
Seher the NetherlandsManagement: E. van Veen
B.v. Technische handelsonderneming m. Seher & Co.daelman Systems B.v.Admiraal Helfrichweg 2aP.O. Box 1902900 AD Capelle a/d IJsselPhone +31 10 - 258 08 88Fax +31 10 - 258 08 99
www.seher.nl
Seher BelgiumManagement: P.A. De Smedt
m. Seher & Co. N.v.Assesteenweg 117/2B-1740 TernatBelgiumPhone +32 2 521 06 00Fax +32 2 521 88 92
www.seher.be
BevarManagement: L. Zevenbergen
Technische handelsonderneming Bevar B.v.Einsteinstraat 32P.O. Box 9353900 AX VeenendaalPhone +31 318 54 73 10Fax +31 318 54 73 33
www.bevar.nl
TpCManagement: G. van Ginkel RA
TpC Electronics B.v. avEC Goor B.v.Wheedwarsweg 5-7P.O. Box 597470 AB GoorPhone +31 547 - 27 19 63Fax +31 547- 27 14 55
Branch-office Germany - GronauFeldkamp 7448599 GronauGermany
www.tpc-electronics.com
Stolwijkstraat 33
P.O. Box 9441
3007 AK Rotterdam
Phone +31 10 292 80 80
Fax +31 10 482 51 41
www.batenburg.nl
Chamber of Commerce Rotterdam
Filenr. 24001907
Batenburg Beheer N.V.
installatiegroep
handelsgroep
Batenburg-leaflet 20-03-2008 11:19 Pagina 1
installation group
trading group
