Annual Report 2011
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annualreport<br />
Results <strong>2011</strong>
2<br />
Waste management plant, Doel (Belgium)
<strong>Annual</strong> <strong>Report</strong><br />
1. Profile and key figures 5<br />
2. Focus and consolidation 7<br />
3. Financial performance 11<br />
4. Grids and networks 15<br />
5. Energy19<br />
6. Waste management 25<br />
7. Corporate governance 27<br />
8. Risk and risk management 29<br />
9. <strong>Report</strong> of the Supervisory Board 31<br />
10. Personal particulars 33<br />
11. Financial statements 37<br />
3
DELTA is an independent multi-utility company<br />
specialising in grids and networks, energy and<br />
waste management. Most of its shares (96.55%)<br />
are held by municipal and provincial authorities<br />
in the Province of Zeeland. DELTA’s head office is<br />
located in Middelburg, the Netherlands.<br />
The company employs around 3,000 people.<br />
4
DELTA <strong>Annual</strong> report <strong>2011</strong><br />
Profile<br />
and key figures 1<br />
Grids and networks<br />
DELTA Netwerkbedrijf (DNWB) and DELTA Infra form a part of<br />
the Networks division. DNWB is the grid operator for Zeeland<br />
Province and performs its statutory tasks autonomously within<br />
the DELTA organisation. It is responsible for managing the<br />
regional gas and electricity distribution grids. Grid construction<br />
and maintenance is entrusted to DELTA Infra. DELTA Infra is also<br />
responsible for constructing and servicing the water mains<br />
network operated by Evides and DELTA’s cable network.<br />
Its other areas of expertise include high-voltage applications<br />
and measurement technology.<br />
Key figures <strong>2011</strong> 2010<br />
Revenue 2,185 2,073<br />
Electricity supply 1,002 1,073<br />
Gas supply 415 312<br />
Electricity & gas transmission 113 101<br />
Cable, Internet, telecommunication 83 83<br />
Waste management 509 462<br />
Other 63 42<br />
x EUR million<br />
Energy<br />
In addition to electricity generation and energy trading,<br />
DELTA supplies gas and electricity to private and business<br />
customers. DELTA serves the consumer market in Zeeland<br />
as a provider of digital services (Internet access, telephony,<br />
TV and radio signals) as well as energy and, through its share<br />
interest in Evides, as a water supplier. Its multi-utility approach<br />
has enabled DELTA to secure a large share of these markets<br />
in Zeeland.<br />
Waste management<br />
All the waste management operations have been brought<br />
together in DELTA’s subsidiary Indaver, in which it owns 75% of<br />
the shares. Indaver focuses on the public sector (mainly in the<br />
Netherlands, Belgium and Ireland) and industrial companies<br />
(North-West Europe). Most of the waste is processed at<br />
Indaver’s own facilities, but some is treated at other plants.<br />
The company uses a variety of waste treatment methods,<br />
including recycling, biomass production and waste-to-energy<br />
(energy produced from waste incineration).<br />
Fuel mix in <strong>2011</strong>: supplied to consumers and businesses<br />
Coal 22.6%<br />
Natural gas 46.6%<br />
Other 2.5%<br />
Carbon neutral 28.3%,<br />
of which Nuclear 18.0%<br />
Renewable 10.3%<br />
of which Wind 2.4%<br />
Solar 0.0%<br />
Hydro 2.3%<br />
Biomass 5.6%<br />
5
In the autumn of 2010, DELTA moved back to focus on its core activities –<br />
grids and networks, energy, and waste management. Its organisational<br />
model is based on a logical clustering of activities within those three<br />
business segments. Management responsibilities are taken care of<br />
within the three core segments, as close to the workplace as possible.<br />
Activities unrelated to the three segments have been sold off.<br />
We decided, for example, to discontinue all of our solar energy<br />
operations. This decision was implemented in <strong>2011</strong>. In July, solar<br />
cell manufacturer Solland Solar, based in Heerlen, was sold in a<br />
management buyout. Other activities in the solar energy market were<br />
also discontinued in the course of <strong>2011</strong>.<br />
6<br />
Biomass processing plant, Moerdijk
DELTA <strong>Annual</strong> report <strong>2011</strong><br />
Focus<br />
and consolidation 2<br />
Business and economic basis strengthened<br />
In <strong>2011</strong> we worked hard to improve DELTA’s financial structure.<br />
Our credit rating upgrade (from BBB to BBB+) shows that<br />
this effort has inspired trust and confidence. Rating agency<br />
Standard & Poor’s announced the upgrade in June, citing<br />
DELTA’s solid performance in energy, water and waste<br />
management as the main drivers. Other favourable factors<br />
included our restrictive investment policy, strong focus on<br />
working capital management, cost reductions, and ongoing<br />
efficiency programme.<br />
Margins under pressure<br />
DELTA reported a satisfactory profit on ordinary activities<br />
for the first half of the year, with energy operations performing<br />
in line with what were less favourable expectations, due mainly<br />
to relatively low electricity prices. The fall in prices was caused<br />
by existing overcapacity in northwestern Europe.<br />
The overcapacity situation coincided, however, with an<br />
economic downturn in Europe and buoyant economic growth<br />
in Asia and South-America. As a result, fuel prices in Europe<br />
remained elevated. These factors combined to put considerable<br />
pressure on our margins. The decline in the energy segment<br />
was offset by better-than-expected results in the waste<br />
management and grid and network segments. Water company<br />
Evides also performed very well in <strong>2011</strong>.<br />
The grid operator will continue to be a part of DELTA for the time<br />
being. The Dutch Supreme Court has deferred final judgment<br />
pending a preliminary ruling from the European Court of Justice.<br />
Nuclear energy<br />
DELTA regards nuclear energy as an important source of CO 2<br />
-low<br />
electricity on our way to a society that will largely be making<br />
use of renewable energy. Clearly, this requires investment<br />
conditions that inspire trust and confidence, and political<br />
backing. Because there is not enough political support as yet,<br />
the plans for a new nuclear power plant have been postponed<br />
for the time being.<br />
In <strong>2011</strong> there was also news involving the existing nuclear<br />
power station in Borssele, with DELTA increasing its share in<br />
the plant’s operator N.V. EPZ from 50% to 70%. During the<br />
year, the parties involved – Essent, RWE and DELTA – reached<br />
agreement on the issue of ownership of the nuclear power<br />
plant. As a majority shareholder, we can now adequately<br />
protect the public interest in the nuclear power station.<br />
Value for money<br />
in <strong>2011</strong> DELTA reinforced its leading position as a service<br />
provider. Several independent agencies praised the company’s<br />
energy and Internet access services. The Dutch Consumer<br />
Association monitors the quality of Internet service providers<br />
through a user panel, with ten thousand of its members<br />
reporting their experiences once every two months. On the<br />
basis of this survey, the Association wrote: “Just as it did last<br />
time, ZeelandNet tops the list with a score of 8.2. The provider<br />
has been achieving consistently higher scores than those<br />
that come after – Solcon, Tele2, and XS4All – all of which<br />
scored a 7.7.” In <strong>2011</strong> substantial investment was also made in<br />
infrastructure quality. To enable faster connections and deliver<br />
new services, much of the technical backbone of the Zeeland<br />
network was upgraded in <strong>2011</strong>. Work on the last section will be<br />
completed in 2012.<br />
7
2. Focus and consolidation<br />
In addition to high service levels, we are also keen to charge<br />
favourable energy rates to consumers in Zeeland. In November<br />
we announced our new rates for 2012. Compared with our major<br />
competitors (Eneco, Nuon, and Essent), we offer the lowest<br />
prices.<br />
Low CO 2<br />
emissions<br />
In 2010 DELTA’s carbon dioxide emissions averaged 0.33 tons<br />
per megawatt hour. Energy companies in the Netherlands emit<br />
an average of around 0.40 tons of CO 2<br />
per MWh. These figures<br />
were published in our corporate social responsibility (CRO)<br />
report on 11 November <strong>2011</strong> – Sustainability Day. Our carbon<br />
dioxide emissions are low because we use nuclear energy and<br />
biomass.<br />
The coal-fired power station in Borssele co-fires biomass<br />
(20% maximum), while the biomass power station in Moerdijk<br />
fully operates on chicken manure. DELTA also generates<br />
electricity with low carbon dioxide emissions, using wind<br />
energy and CHP. In our first CSR report, we account for our<br />
policy choices and strategy. In addition to environmental<br />
aspects, the report also looks at our position in society and<br />
our social policies.<br />
Outlook<br />
In 2012 revenue is likely to increase due to the acquisition of<br />
the additional 20% share interest in N.V. EPZ. This is expected<br />
to be offset by lower earnings on energy sales due to narrowing<br />
margins caused by lower electricity prices and higher fuel<br />
prices worldwide.<br />
We wish to retain our existing energy retail customer base.<br />
The company has a substantial market share in Zeeland.<br />
The challenge is to maintain that share. We intend to do so by<br />
offering a variety of utility services. The launch of new digital<br />
TV and mobile telephone services will boost revenue from the<br />
multimedia segment. DELTA Corporate is expected to show<br />
steady growth, as contracts are renewed and margins<br />
closely monitored.<br />
Unlike the domestic waste market, the industrial waste market<br />
is sensitive to economic downturns and upturns.<br />
The growing re-use of materials and reduction in waste are<br />
likely to dampen the demand for waste treatment plant.<br />
On the upside, Indaver’s newly constructed waste treatment<br />
plan in Co. Meath, Ireland, and the Medipower medical<br />
waste treatment plant in Antwerpen, Belgium, will lead<br />
to higher sales.<br />
8
DELTA <strong>Annual</strong> report <strong>2011</strong><br />
The grids and networks segment is also expected<br />
to perform well. DELTA Netwerkbedrijf is likely to report better<br />
results, if only because it will not have to incur the level of costs<br />
experienced in recent years as a result of the Independent<br />
Grid Operation Act.<br />
DELTA remains committed to controlling its cost base and<br />
strengthening its core activities – energy, waste, and grids and<br />
networks. Due to unfavourable market conditions, particularly<br />
in the energy market, we expect to end 2012 with a lower profit<br />
on ordinary activities.<br />
DELTA will continue to pursue the policy to further improve the<br />
internal processes with a view to providing first-rate services<br />
to our customers. ‘Operational Excellence’ should lead to<br />
products that meet the needs of our customers and provide<br />
value for money. Expanding and implementing our multi-utility<br />
strategy will not only make us stand out from the competition,<br />
but also allow us to better connect with our customers.<br />
This strategy, and our diversified product portfolio, should<br />
enable the company to withstand the unfavourable market<br />
conditions in the next few years.<br />
Frank Verhagen<br />
CEO<br />
Frank Verhagen, CEO<br />
9
<strong>2011</strong> was a good year for DELTA, despite the economic slowdown in the<br />
consumer and industrial markets.<br />
Falling electricity prices and rising fuel prices led to a substantially lower profit<br />
on ordinary activities in the energy segment in <strong>2011</strong>, whereas profit on ordinary<br />
activities in the waste management and grids and network segments improved<br />
markedly. Corporate expenses were down more than 45% on the previous year,<br />
partly due to non-recurring items recognised in 2010 (EUR 25 million).<br />
In <strong>2011</strong> DELTA acquired an additional 20% share interest in N.V. EPZ, generating<br />
a one-off book profit, offset by an increase in deferred tax liabilities.<br />
10<br />
Windturbines near Kreekrak, Zeeland
DELTA <strong>Annual</strong> report <strong>2011</strong><br />
Financial<br />
performance3<br />
Revenue and profit<br />
During the year, revenue from continuing operations rose by<br />
around 5% to just under EUR 2.2 billion. The rise reflected<br />
higher gas sales and revenues and an increase in revenue from<br />
waste management operations of well over EUR 50 million.<br />
The satisfactory performance of the waste business was driven<br />
by high incineration capacity usage, and the commissioning<br />
of the newly-constructed incineration plant in Ireland.<br />
DELTA successfully improved its gross margin by several<br />
millions of euros, entirely due to the increase in revenue from<br />
its waste business. Added to the pressure on gross margins<br />
in the energy business, the value of our trading portfolio<br />
decreased by EUR 13 million. In 2010 the trading portfolio<br />
made a positive contribution of more than EUR 3 million.<br />
The increase in gross margin from the waste business mirrored<br />
an increase in waste operating expenses. Due to the ongoing<br />
focus on cost control and efficiency improvements, and lower<br />
impairments compared with 2010, net operating expenses<br />
were down nearly EUR 8 million on last year.<br />
The number of employees increased only slightly to 2,960<br />
FTEs at year-end <strong>2011</strong> (2010: 2,927 FTEs), as a result of the<br />
commissioning of the waste incineration plant in Ireland,<br />
partly offset by strict recruitment policies and efficiency<br />
programmes implemented elsewhere at the company.<br />
Our share of profits in joint ventures and associates rose<br />
substantially in <strong>2011</strong>, mainly driven by the book profit we<br />
made on acquiring the additional share interest in N.V. EPZ.<br />
Due to electricity price developments, our power stations<br />
(EPZ, Elsta, Sloe, BMC, wind farms, and CHP plants) operated<br />
below capacity, which led to lower net profits (EPZ, Elsta)<br />
or a net loss (Sloe) compared with 2010. Moreover, provisions<br />
were made for loss-making contracts in the energy business.<br />
These provisions are recognised in this section because of<br />
the causal link with the entities in question.<br />
In <strong>2011</strong> waste incineration companies Sleco and AZN reported<br />
better results than in 2010, due to high capacity usage.<br />
Water company Evides reported a considerable one-off profit<br />
after completing a number of major projects.<br />
The cash flow from operating activities improved approximately<br />
EUR 30 million compared with 2010. The additional investment<br />
expenditure on the newly constructed plant in Co.<br />
Meath, Ireland, and the purchase of the 20% interest in N.V. EPZ<br />
led to a higher cash flow from financing activities. As a result,<br />
external borrowing costs were up more than EUR 2.5 million<br />
on the previous year.<br />
Following the decision to sell the company’s solar energy<br />
operations, the corresponding assets and liabilities were<br />
written down in full in 2010. The ensuing financial implications,<br />
the profit on ordinary activities for 2010, and the expected sales<br />
proceeds were recognised in ‘Post-tax profit on discontinued<br />
operations.’ Operating expenses were recognised in <strong>2011</strong> to<br />
the extent that they arose in the period until the discontinuance<br />
and/or sale of these operations. The same applies to<br />
the redundancy costs incurred in providing a social safety net.<br />
All this led to a net profit for <strong>2011</strong> of EUR 82.7 million, available<br />
to DELTA N.V.’s shareholders.<br />
11
3. Financial performance<br />
Cash flow and investment<br />
In 2010 DELTA reported a net loss, mainly due to write-downs<br />
in its solar business. Because this involved only limited cash<br />
outflows, the negative effect of this decision in 2010 was more<br />
than offset by the positive contribution made by ‘Depreciation<br />
and amortisation’. In <strong>2011</strong>, however, cash outflows were<br />
necessary in relation to the solar business in order to fund<br />
the provisions made in 2010 and the ordinary operating<br />
activities in <strong>2011</strong>. These cash outflows are recognised in<br />
‘Movements in other receivables/payables’ and<br />
‘Other movements.’<br />
Investments in tangible and intangible fixed assets<br />
(EUR 165 million) increased by around EUR 24 million compared<br />
with 2010 (EUR 141 million), mainly driven by the construction of<br />
a new incinerator (EUR 51 million). Other expenditure concerned<br />
regular investments to expand and replace operating<br />
equipment and grids and networks.<br />
Investments in group companies and associates primarily<br />
concerned the purchase of the additional 20% share interest<br />
in EPZ.<br />
The net cash flow resulting from these movements led to an<br />
increase in the company’s net debt position by EUR 130 million<br />
compared with 2010.<br />
Financial position and solvency<br />
In <strong>2011</strong> net realised gains stood at EUR 54.3 million. As result<br />
of these gains, coupled with the increase in value of the put<br />
option (EUR 8 million) and the dividend payout for 2010<br />
(EUR 50 million), shareholders’ equity remained virtually<br />
unchanged.<br />
The balance sheet increase arising from the purchase of<br />
the additional 20% interest in EPZ and higher trading activity<br />
(debtor/creditor position and derivates exposure) led to<br />
a reduction in DELTA Group’s solvency ratio to 36.7%<br />
(2010: 42.2%).<br />
Prospects for 2012<br />
In 2012 we will continue to focus on cost control and efficiency<br />
improvements so as to be able to withstand negative market<br />
conditions. Margins are expected to remain under pressure<br />
over the next few years, due to lower energy prices and elevated<br />
fuel prices. Considering that several power stations are still<br />
under construction, overcapacity is unlikely to be resolved in<br />
the near future. We therefore believe that the sector as a whole<br />
is facing difficult years ahead. In addition to improving the<br />
profitability of our three core segments, we will continue<br />
to work to improve the company’s financing structure by<br />
matching long-term investment with long-term funding and<br />
through other measures.<br />
On balance, DELTA’s financial performance was satisfactory<br />
in <strong>2011</strong> – adjusted for the expansion of its share interest in<br />
EPZ, its debt position improved in <strong>2011</strong>. The company also<br />
paid EUR 50 million in dividends, recognised long-term cash<br />
outflows that had been provided for in 2010, and completed<br />
the construction of the waste incineration plant in Co. Meath,<br />
Ireland.<br />
12
DELTA <strong>Annual</strong> report <strong>2011</strong><br />
13
In <strong>2011</strong> the number of outage minutes in Zeeland was lower<br />
than in the rest of the country: the average outage time was<br />
a little under 15 minutes, compared with a national average<br />
of well over 20 minutes. Homes, businesses and industrial<br />
companies can count on a reliable supply of energy, 24 hours<br />
a day, 365 days a year. The close cooperation between the<br />
grid operator (DELTA Netwerkbedrijf) and the construction and<br />
maintenance division (DELTA Infra), the relatively limited size<br />
of both entities, and their in-depth knowledge of the regional<br />
grids and networks have all contributed to this success.<br />
14<br />
Suntrackers, near Biobase Europe, Terneuzen
DELTA <strong>Annual</strong> report <strong>2011</strong><br />
Grids<br />
and networks 4<br />
DELTA Netwerkbedrijf (DNWB) occupies an independent<br />
position within the DELTA organisation, its independent<br />
status being ensured by law. DNWB provides safe and secure,<br />
dependable and efficient management of the gas and electricity<br />
grids. Grid construction and maintenance is entrusted to<br />
DELTA Infra. DELTA Infra also services the water mains and<br />
cable networks in southwestern Netherlands. It also renders<br />
services to industrial customers.<br />
Increased cooperation, better quality<br />
In January <strong>2011</strong> DNWB moved from Middelburg to Goes, where<br />
DELTA Infra is located. The relocation has shortened the lines<br />
of communication, enabling better decision-making and<br />
response times and intensifying cooperation between the<br />
companies. Efficiency has improved due to this close proximity<br />
and because further commercialisation efforts were made<br />
in <strong>2011</strong>. The companies are a perfect fit in terms of their<br />
knowledge and expertise. Their customer/supplier relationship<br />
also benefits from a commercial and transparent approach.<br />
Existing and new customers<br />
Shortly before the start of <strong>2011</strong>, DELTA Infra acquired several<br />
major new projects, including maintenance of the gas and<br />
electricity distribution networks for grid operator Stedin.<br />
Implementation of this new project in the island of Goeree<br />
Overflakkee, in the southwestern part of South Holland<br />
Province, began in the course of <strong>2011</strong>. Also in <strong>2011</strong>, we began<br />
work on the renewed contract with water company Evides.<br />
DELTA Infra also acquired new customers, including Schiphol<br />
Airport, for which it provides metering services. Commissioned<br />
by Zeeland Refinery, Delta Infra made a draft design for a new<br />
15/50 kV substation, as a result of which less use needs to<br />
be made in future of electricity generated by diesel engines,<br />
thus reducing carbon dioxide emissions. In <strong>2011</strong> the decision<br />
was made to discontinue the Infra division’s technical lighting<br />
operations. Most of the staff at this unit were relocated to other<br />
business units.<br />
Improvements in quality were also made in other fields in<br />
<strong>2011</strong>. In September, DNWB received an NTA 8120 certificate<br />
from Dutch-based quality assurance institute KIWA. NTA<br />
(Netherlands Technical Agreement) 8120 involves compliance<br />
with a number of agreements and rules adopted by the industry<br />
to improve the safety and quality of the distribution networks.<br />
In October DNWB was awarded another certificate by KIWA,<br />
ISO 9001, evidencing the grid operator’s focus on quality<br />
management and customer satisfaction. In <strong>2011</strong> DELTA Infra<br />
qualified as a bidder for new projects initiated by national<br />
grid operator TenneT and regional grid operator Stedin.<br />
It also succeeded in maintaining its VCA**, VCA-P, CKB,<br />
and ISO 9001 certificates.<br />
15
4. Grids and networks<br />
Sustainability<br />
At Bio Base Europe in Terneuzen, DELTA Infra is constructing<br />
a ‘solar forest’: nine moving solar panels that provide maximum<br />
efficiency as they follow the position of the sun. DNWB too went<br />
sustainable in <strong>2011</strong>. In early April, an agreement was signed<br />
by municipal authorities in Zeeland, the Scheldestromen<br />
Water Board and the E-Laad Foundation for the construction of<br />
75 charging poles for electrical vehicles. A co-founder of E-Laad,<br />
DNWB was one of the driving forces behind the agreement.<br />
April also saw the publication of ‘Network for the Future’,<br />
in which the joint grid operators expressed their commitment to<br />
energy transition – the move towards more sustainable energy<br />
generation – promising to modify their distribution networks<br />
for that purpose. Over the next few years, grid capacity will be<br />
increased to enable decentralised energy generation<br />
and accommodate the growing use of electrical cars.<br />
Using smarter energy networks will achieve a better match<br />
between supply and demand.<br />
Working apart together<br />
After two and a half years’ work, DNWB and DELTA Infra are<br />
now in compliance with the Independent Grid Operation Act<br />
[Wet onfhankelijk netbeheer]. Introduced in 2006, the Act aims<br />
to separate grid operation from production and supply.<br />
This involved a considerable effort, with multiple computer<br />
systems having to be disentangled. With all this out of<br />
the way, DNWB is now in a position to carry out its tasks<br />
as an independent entity.<br />
In 2010 the Hague Court of Appeal set aside the group<br />
prohibition provided for under the Independent Grid Operation<br />
Act, permitting DNWB to continue to be a DELTA group company.<br />
It should be added, however, that the Dutch government filed<br />
an appeal with the Dutch Supreme Court, which has adjourned<br />
the case pending a response from the European Court of Justice<br />
in Luxembourg.<br />
16
DELTA <strong>Annual</strong> report <strong>2011</strong><br />
17
Around three quarters of DELTA’s revenue comes from<br />
its energy operations, which cover a variety of activities up<br />
and down the energy value chain. Through its operating<br />
companies, DELTA produces energy and trades in fuels<br />
(natural gas, coal, oil), electricity and emission allowances<br />
in various markets, as well as supplying gas and electricity<br />
to businesses and consumers.<br />
18<br />
Sloe power plant, Vlissingen
DELTA <strong>Annual</strong> report <strong>2011</strong><br />
Energy5<br />
5.1 Business customers and consumers<br />
The new Consumer & Business tot Business division was set up<br />
in <strong>2011</strong>. The integration of end user-based activities has created<br />
a more logical organisational structure, allowing for more<br />
entrepreneurship. In addition, several computer systems<br />
will be streamlined and also provide for more integration and<br />
synergies. These combined efforts are designed to support the<br />
Consumer & Business tot Business strategy, which is to create a<br />
close relationship between supplier and customer by combining<br />
a high-quality service with multi-utility product offerings.<br />
Ongoing focus on customer service<br />
In <strong>2011</strong> DELTA again stood out by providing an excellent quality<br />
of service. Several independent agencies praised DELTA’s<br />
excellent service performance. In February, the Dutch Consumer<br />
Association announced that DELTA had achieved a score of<br />
7.5 on a scale of 1 to 10 in terms of its service. This placed<br />
the company in fourth position in the national service level<br />
league table, ahead of its main competitors.<br />
In March, DELTA achieved a high ranking in the Customer<br />
Performance Award Top 10 for the second year running,<br />
taking second place within the energy industry, after Shell.<br />
This prestigious prize is awarded annually by the University of<br />
Groningen. The winner is selected according to several criteria,<br />
the key ones being customer loyalty and customer service.<br />
Sales-seductive promotional techniques<br />
“The promotional methods of energy companies are<br />
regularly perceived as aggressive or a nuisance”<br />
(source: The Dutch Consumer Guide , March <strong>2011</strong>).<br />
Energy companies’ promotional campaigns have come<br />
under criticism from the Dutch Consumer Association.<br />
The companies are increasingly becoming a topic of<br />
conversation as people receive the umpteenth sales<br />
phone call or cold-call doorstep visit. DELTA has<br />
deliberately opted for a different approach: no cold-calling,<br />
but ‘transparent seduction’…<br />
Commercial director Jaap Rieter: “It is important to have<br />
a visible presence in the market, you have to work actively<br />
to support brand awareness. The question is how you go<br />
about doing that. Unlike most of its rivals, DELTA has<br />
chosen to use less aggressive methods and focus on<br />
optimising customer service. To build an excellent<br />
reputation through advertising only to go back down the<br />
track applying cold-call sales practices and poor service is<br />
simply a waste of capital. We have chosen a well-thought<br />
out approach: no prolonged and expensive radio and<br />
TV commercials, but short-term promotions with a clear<br />
goal instead. Through our consumer magazine ‘Zeeland’,<br />
we actively pursue the kind of relationship we are keen<br />
to have with our customers: to be close to home, provide<br />
relevant information about Zeeland, and to offer attractive<br />
deals for energy and Internet services.”<br />
19
5. Energy<br />
Service levels in television, Internet access and telephony were<br />
also satisfactory in <strong>2011</strong>. In February, the Dutch Consumer<br />
Association crowned ZeelandNet best Internet service provider<br />
of the Netherlands, sharing first place. Since April, however,<br />
ZeelandNet has taken poll position. The quality of its Internet<br />
access services received a score of 8.2. It also achieved<br />
the highest ‘failure free’ percentage of all ISPs - 84%.<br />
Customer satisfaction was also reflected in the number of<br />
energy customers remaining loyal to DELTA, with less than<br />
2% of its retail customers switching suppliers. The national<br />
switching rate is much higher (11%).<br />
Website of the year<br />
At a festive gala event at the Beurs van Berlage in<br />
Amsterdam on 10 November, ZeelandNet received the<br />
annual people’s choice award for best website of the year.<br />
The title ‘Website of the Year’ is ultimate proof of the site’s<br />
transparency and ease of use.<br />
This year votes were cast over 21 categories, with voters<br />
being asked to comment on the content, navigation and<br />
design of the websites nominated. More than 700,000 votes<br />
were cast.<br />
Market trends<br />
Since the energy market was opened up to competition,<br />
we have been careful not to take our customers for granted.<br />
To maintain our share of the consumer market in Zeeland and<br />
strengthen our position in the corporate markets in Zeeland<br />
and elsewhere, we need to have a clear focus on customer<br />
requirements. Providing a high-quality service requires<br />
permanent and active maintenance. In <strong>2011</strong> we did so by<br />
conducting a closed-loop feedback survey. All customers<br />
who had called our customer service department and had<br />
agreed to being contacted later on were approached and asked<br />
whether they were satisfied with the way in which their query<br />
or complaint had been handled. The survey enabled us,<br />
if no adequate response had been given, to properly deal with<br />
the query and obtain information about areas for improvement.<br />
In the corporate energy market, there is an increasing trend for<br />
suppliers and larger customers to work together to put in place<br />
a tailored supply contract. Contractual relationships<br />
are increasingly evolving into a strategic partnership.<br />
In this market segment, it is no longer just about volumes.<br />
Customised services have become a vital element as well.<br />
This approach, and DELTA’s mid-size format, have led to shorter<br />
lines and improved flexibility, benefiting our customers and<br />
reinforcing our position in the corporate market.<br />
In the multi-media market, consumers and businesses are<br />
increasingly accessing the Internet using multiple devices<br />
(mobile phones, tablets, desktop PCs). To meet the growing<br />
demand for faster connections, we need to ensure that our<br />
infrastructure is up to date. That is why in <strong>2011</strong> we began<br />
upgrading the backbone of the cable network in Zeeland.<br />
The project is scheduled for completion in early 2012.<br />
As the Internet, television and telephony (landline and mobile)<br />
are becoming more and more integrated, the decision was made<br />
to start preparing for the introduction of mobile telephony.<br />
A pilot will be launched in the course of 2012. We are also<br />
working on the introduction of interactive television.<br />
As a result of these efforts, DELTA will soon be able to offer<br />
a full-service package to consumers and become a truly<br />
multi-utility service provider.<br />
20
DELTA <strong>Annual</strong> report <strong>2011</strong><br />
5.2 Electricity generation<br />
Electricity prices are low and are expected to remain subdued<br />
in the coming period; weakened economic conditions have led<br />
to a fall in demand. At the same time, fuel prices, including<br />
gas prices, are elevated driven by the growing demand from<br />
Asia and elsewhere. This has put pressure on margins and<br />
increased the need for cost-effective and efficient production.<br />
We endeavour to do so through precision purchasing and<br />
by reducing our operating costs and making flexible use of<br />
our production capacity. Flexibilisation allows us to generate<br />
electricity at the most profitable times.<br />
Coal-fired power station<br />
EPZ’s coal-fired power station is facing difficulties as it will<br />
need to pay for carbon dioxide emission allocations from 2012<br />
onwards. This will substantially increase its production costs,<br />
with revenue from electricity sales unlikely to show much<br />
growth. The power station is expected to become loss-making<br />
as a result, and the option to close it down is a real one.<br />
Technical changes to the power station could make it suitable<br />
for biomass incineration. Biomass is a renewable fuel which<br />
does not come under the CO 2<br />
trading scheme. However, the<br />
cost of biomass is so high as to rule out profitable operations.<br />
Introducing a green certificate trading system to encourage<br />
renewable electricity generation would change this situation,<br />
but the Government’s policy on the issue is still unclear.<br />
To give biomass a chance, the decision was made at the end<br />
of <strong>2011</strong> not to close down the coal-fired station, and instead<br />
to let it continue operating until 2015. Meanwhile, cost-saving<br />
measures will be taken to keep losses to a minimum, including<br />
downsizing the workforce by 35 FTEs.<br />
Nuclear power plant<br />
In the wake of the events in Fukushima in March, the nuclear<br />
power plant was tested by operator EPZ to check whether it<br />
could withstand a combination of risks, including flooding,<br />
earthquakes, power outages, and terrorist attacks. All 143<br />
nuclear power stations in the European Union were subjected<br />
to similar ‘robustness tests’. The nuclear power station proved<br />
well capable of withstanding the risks tested for. For example,<br />
it can withstand floods of up to 8.55 metres. The design<br />
requirement is 7.3 metres. The Dutch Minister of Economic<br />
Affairs, Agriculture and Innovation (EL&I), Maxime Verhagen,<br />
stated that “the initial results provided no reason whatsoever<br />
to question the safety of the Borssele nuclear power plant.”<br />
In its test report, EPZ wrote that over and above the safety<br />
requirements set by the government there were possibilities<br />
for increasing the margins even further. Accordingly, EPZ will<br />
tighten its work instructions and purchase extra pumps. In June<br />
2012, the European Commission will release its final report<br />
on the tests. The EU member states will subsequently decide<br />
whether any nuclear power stations need to be closed down<br />
and where any measures need to be taken.<br />
In <strong>2011</strong> DELTA became a majority shareholder in EPZ,<br />
after reaching agreement with the former Essent shareholders<br />
and breaking the deadlock over the allocation of the shares<br />
in EPZ. DELTA increased its share interest by 20% to 70%.<br />
German-based RWE indirectly holds the remaining 30% .<br />
21
5. Energy<br />
Plans for a second nuclear power plant<br />
Despite the events in Japan of March <strong>2011</strong>, there is still fairly<br />
broad-based support for a second nuclear power plan in the<br />
town of Borssele and elsewhere in Zeeland Province.<br />
On 2 December, PZC wrote: “The nuclear disaster at the<br />
Fukushima power plant in Japan seems to have had little impact<br />
on the views of people in Zeeland about the construction<br />
of a second nuclear power station at Borssele. In December<br />
2010 72% did not object to a second nuclear power plant at<br />
Borssele, given that there was one already. A year on, 66% of<br />
respondents in Zeeland do not object.”<br />
In December DELTA changed its strategy in terms of its<br />
preparations for the new nuclear plant. Instead of leading the<br />
project, the company wishes to assume the role of facilitator.<br />
DELTA still regards nuclear energy as an unmissable source of<br />
low carbon dioxide electricity on our way to a society that will,<br />
to a great extent, be making use of renewable energy. This will,<br />
of course, require healthy investment conditions and political<br />
support.<br />
Tidal power plant<br />
In <strong>2011</strong> it became clear that it was technically possible to<br />
construct a tidal power plant at Brouwer Dam that could supply<br />
60,000 to 70,000 homes. The project would also bring back<br />
tidal movements in Grevelingen Lake, restoring the quality<br />
of the water and natural environment, which has seriously<br />
deteriorated after the lake was dammed in 1971.<br />
Wind power<br />
In late of <strong>2011</strong> DELTA decided on a radical upgrade and<br />
expansion of its wind farm at Kreekrak. In the summer of <strong>2011</strong><br />
the company received an SDE Plus grant under an incentive<br />
scheme aimed at encouraging the production of renewable<br />
energy. The expanded wind farm is expected to be operational<br />
by the end of 2012, supplying electricity to 60,000 homes,<br />
around five times more than previously. It will have 29 state-ofthe-art<br />
turbines, operated in part by DELTA. Sixteen turbines<br />
will be constructed north of the A58 and thirteen south<br />
of the motorway. The 29 new wind turbines will be larger<br />
and house modern generators, allowing the wind farm<br />
to produce more power than before.<br />
The vicinity of the military airfield at Woensdrecht initially<br />
caused a problem. The radar at the airport threatened<br />
to be affected by the height of the new turbines. DELTA enabled<br />
an innovative technical solution that solved the problem.<br />
Also, the town of Woensdrecht and local residents in<br />
Volckerdorp initially objected to the plans. The relocation of<br />
a section of the wind farm south of the A58 fell foul with local<br />
residents, because they feared noise nuisance and visual<br />
pollution of the horizon. On DELTA’s initiative, an external and<br />
independent mediator was engaged. Close consultations with<br />
local residents and actual measures to prevent noise nuisance<br />
and visual pollution eventually led to the objections being<br />
withdrawn. The process has inspired mutual trust and the final<br />
result is the best possible solution all round.<br />
If inlets are built into Brouwer Dam, turbines could be fitted<br />
to generate energy as the water flows in and out with the tide.<br />
DELTA commissioned Delft University of Technology to conduct<br />
a study. The findings show that a water level variation of<br />
one metre is enough for a tidal station to be able to operate<br />
effectively.<br />
In the coming period evidence will have to be gained<br />
whether the tidal power plant can deliver a sufficient<br />
return on investment.<br />
22
DELTA <strong>Annual</strong> report <strong>2011</strong><br />
DELTA’s generating capacity<br />
EPZ (70% owned)<br />
Nuclear power plant – fuel: uranium<br />
Output: 512 MW (DELTA: 70%)<br />
Coal-fired power station – fuel: coal and biomass<br />
Output: 426 MW (DELTA: 70%)<br />
ELSTA (25% owned)<br />
Fuel: gas<br />
Output: 405 MW (DELTA: 50%)<br />
Sloe power station (50% owned)<br />
Fuel: gas<br />
Output: 870 MW (DELTA: 50%)<br />
Biomass power station (50% owned)<br />
Fuel: chicken manure<br />
Output: 36.5 MW (DELTA: 100%)<br />
Wind farms (full ownership, share interests, contracts)<br />
DELTA owned: 30 MW<br />
Share interests: 42 MW<br />
Contracts: 27 MW<br />
Total output: 99 MW<br />
Combined heat and power<br />
Total output: 60 MW (DELTA: 100%)<br />
Willebroek solar farm (Belgium) (49% owned)<br />
Total output: 2.6 MWp (DELTA: 100%)<br />
Availability of generating capacity<br />
In general, capacity at the power plants was available according<br />
to schedule in <strong>2011</strong>. The gas-fired Sloe power station at the port<br />
of Vlissingen generated lower volumes than expected due to<br />
low availability caused by problems with the air inlet. These<br />
problems have been resolved. Similarly, the biomass power<br />
station at Moerdijk was operational for a shorter period than<br />
planned because of a number of technical problems.<br />
In <strong>2011</strong> we sold or removed several of our CHP systems as they<br />
neared the end of their economic useful lives. The wind turbines<br />
generated electricity in line with expectations, at a fairly<br />
constant wind level, although the winds picked up considerably<br />
in December. The solar farm at Willebroek (Belgium) produced<br />
well (10%) above expectations.<br />
5.3 Trading<br />
Prices were stable until February, when oil prices rose sharply<br />
due to the Arab spring protests. On the back of this rise, coal<br />
and gas prices also went up. Electricity prices followed suit,<br />
albeit to a lesser extent. Margins narrowed as a result.<br />
After the events in Japan, Germany decided to decommission<br />
its seven oldest nuclear power stations. This set the prices of<br />
gas, coal, electricity and CO 2<br />
soaring. The price of CO 2<br />
emission<br />
allowances dropped in May as the EU announced measures to<br />
promote energy efficiency.<br />
In September, energy and emission trading prices came down<br />
as the debt crisis in the euro zone deepened, fuelling fears<br />
of a renewed recession. Electricity prices fell too. This trend<br />
continued until the end of the year putting added pressure on<br />
margins.<br />
23
DELTA’s waste management operations have been brought<br />
together in Indaver, in which we own 75% of the shares.<br />
Headquartered in Mechelen, Belgium, Indaver has developed<br />
into an international group of companies, with offices and<br />
operations across Europe. Outside Belgium, Indaver operates<br />
in the Netherlands, Ireland, Portugal, Italy, and Germany.<br />
The company focuses on the public sector (Belgium,<br />
the Netherlands, Ireland) and industrial businesses<br />
(northwestern Europe), mainly in the chemical,<br />
pharmaceutical, automotive and electronics sectors.<br />
24<br />
Waste management plant, Antwerpen (Belgium)
DELTA <strong>Annual</strong> report <strong>2011</strong><br />
Waste<br />
management6<br />
Indaver handles just under five million tons of waste per year,<br />
largely at its own plants, most of which are located in Belgium,<br />
but also at third-party facilities. The company uses a variety<br />
of waste treatment methods, including recycling, biomass<br />
production and waste-to-energy (energy produced from<br />
waste incineration).<br />
A word of thanks to CEO Ronny Ansoms<br />
On 1 May, Indaver’s CEO Ronny Ansoms passed on the flame<br />
to Paul De Bruycker. Ronny Ansoms was one of the key figures<br />
behind Indaver’s expansion into an international sustainable<br />
waste management business. At the goodbye event in Antwerp<br />
on 6 May, Paul De Bruycker, Peter Boerma, and Flemish prime<br />
minister Kris Peeters spoke words of thanks. The prime minister<br />
praised the way in which Indaver assumed responsibility for<br />
the environment. “Disposing of hazardous waste through<br />
incineration, without releasing toxic flue gases into the<br />
environment, still is Indaver’s speciality. But it does not take<br />
the easy way out and go for full incineration or landfilling in<br />
order to maximise its profits. On the contrary, the company is<br />
participating in a variety of recycling initiatives as we speak,<br />
showing its commitment to Lansink’s ladder, according to which<br />
landfill and incineration are the last-resort options, with re-use<br />
and recycling being the first options on the ladder.”<br />
New plants<br />
In 2010 Indaver mainly focused on organisational development<br />
and new projects. In that year, DELTA Milieu’s operations were<br />
transferred to Indaver and a new country-based organisation<br />
was introduced. These changes were put in place in the course<br />
of <strong>2011</strong>.<br />
In <strong>2011</strong> the company completed a major construction project.<br />
The new waste incineration plant in Co. Meath, near Dublin<br />
in Ireland, went operational in September, handling 200,000<br />
tons of domestic and equivalent industrial waste per year<br />
and generating electricity in the process. The 20 MW turbine<br />
generates enough power to supply 20,000 homes.<br />
In <strong>2011</strong> work continued on the Medipower processing plant at<br />
Indaver’s premises in Antwerp, Belgium. Medical and hospital<br />
waste was previously treated by Indaver Medical Services in<br />
Leuven, Belgium. This treatment plant was decommissioned<br />
in April 2012. Medical and hospital waste from Flanders and<br />
elsewhere in the Benelux countries is now treated at the new<br />
plant, which also supplies heat and power (2.5 MW).<br />
Two service concepts<br />
Indaver operates two different service concepts for<br />
two different markets. In the Industrial & Hazardous<br />
Waste business, the company aims to achieve a leading<br />
position on the European market applying its Total Waste<br />
Management concept. This involves offering a full-service<br />
package, ranging from advice and waste prevention through<br />
to processing and, if required, the full operation of facilities.<br />
Its treatment plants recycle as much material as possible,<br />
with residual waste being incinerated and electricity<br />
generated at the same time.<br />
Public Waste Partnerships is the service concept aimed at<br />
the domestic and equivalent industrial waste market. In<br />
this area, Indaver is a key partner of the central and local<br />
authorities in Belgium, the Netherlands and Ireland.<br />
The main treatment methods used in this market are<br />
recycling and incineration coupled with energy production.<br />
25
Sound business practices, integrity, respect, supervision, transparent reporting and other forms of accountability<br />
constitute the main pillars of DELTA’s corporate governance policy. We are mindful of the interests of the communities<br />
in which we operate. We are in compliance with the Dutch Corporate Governance Code, which applies to listed<br />
companies in the Netherlands, although several of its provisions are less relevant for us. We have adopted the Code’s<br />
best-practice provisions in so far as they apply to the company. Because DELTA is a public limited liability company<br />
whose shares are registered, the provisions on, for example, anti-takeover measures are not applicable.<br />
Structure, policy, and compliance<br />
DELTA N.V. is a company with a two-tier board as referred<br />
to in Section 2:154 of the Dutch Civil Code (DCC) [Burgerlijk<br />
Wetboek]. The legal consequences which the DCC attaches<br />
to this status are not entirely appropriate to the company’s<br />
governance structure. The involvement of the (General Meeting<br />
of) Shareholders (GMS) and the Supervisory Board with<br />
the company’s operations is reflected in its articles of<br />
association and various sets of regulations. These documents<br />
also set out when the Executive Board requires (additional)<br />
approval from either the Supervisory Board or the GMS for<br />
resolutions on investments and/or takeovers or the sale of<br />
all or any part of the business. If the amount involved exceeds<br />
five million euros, the proposed resolution requires approval<br />
from the Supervisory Board. If the proposal involves an<br />
investment in excess of 55 million euros, it requires the prior<br />
approval of DELTA’s shareholders.<br />
Executive Board<br />
The powers and responsibilities of DELTA’s Executive Board<br />
are defined in the Executive Board Regulations. These provide<br />
for a division of duties among the members of the Executive<br />
Board, define internal powers of attorney, lay down decisionmaking<br />
procedures, and contain rules that are consistent<br />
with the Dutch Corporate Code, including those dealing with<br />
conflicts of interest of Executive Board members.<br />
Supervisory Board<br />
DELTA’s Supervisory Board oversees the company’s overall<br />
performance, including compliance with its policies,<br />
the results achieved by the Executive Board, the company’s<br />
financial position and risk profile, and its financial reporting.<br />
The Supervisory Board also acts as a sounding board for<br />
the Executive Board. In order for the Supervisory Board<br />
to properly fulfil its role, its profile must be consistent with that<br />
of the company.<br />
The profile drawn up by the Supervisory Board in the course of<br />
2010 describes the capabilities required of its – prospective –<br />
members, having regard to the expanded powers of nomination<br />
vested in the Central Works Council. Against the background<br />
of the details given in the profile, the new Supervisory Board<br />
chairman, who had been appointed in June 2010, initiated and<br />
completed the process of appointing an almost entirely new<br />
Supervisory Board, which took office on 1 January <strong>2011</strong>.<br />
The Supervisory Board is also in compliance with the Code<br />
in terms of its membership composition (independence,<br />
age diversity, background, and expertise). However, gender<br />
diversity remains a focal point, particularly in view of the<br />
Dutch Corporate Management & Supervision Act [Wet bestuur &<br />
toezicht], which is expected to come into force in the course of<br />
2012 and will require an effort on the part of DELTA to increase<br />
the share of women on its Executive and Supervisory Boards.<br />
The Supervisory Board’s powers and duties and internal<br />
decision-making and the role of its chairman are set out in<br />
the Supervisory Board Regulations.<br />
These also provide for matters such as periodic reviews of<br />
the Supervisory Board’s own performance, in accordance<br />
with the Code. Special regulations have been drawn up<br />
for the Supervisory Board’s Audit Committee. The Audit<br />
Committee’s mandate covers financial and tax matters and<br />
oversight of the risks which the company is willing to take.<br />
Risk management and risk policy are regular items on<br />
the agendas of both the Audit Committee and the Supervisory<br />
Board’s plenary meetings.<br />
26
DELTA <strong>Annual</strong> report <strong>2011</strong><br />
Corporate<br />
governance7<br />
Shareholders<br />
The role of DELTA’s shareholders and the powers of<br />
the General Meeting of Shareholder are set out in the<br />
company’s Articles of Association. The shareholders are<br />
committed and dedicated, in part because they are public<br />
sector entities (all being municipalities or provincial<br />
authorities). In line with the Code, DELTA’s shareholders may<br />
act in their own interests, but must comply with the regulatory<br />
requirement of fairness and reasonableness. However, owing<br />
to the wide-ranging powers entrusted to the GMS under the<br />
Articles of Association, the way in which the shareholders<br />
exercise their voting rights has a significant influence on<br />
the company’s policies and operations.<br />
In a broader context, the Frijns Committee encountered<br />
the same situation at numerous other companies in<br />
the Netherlands, and has recommended pursuing a policy<br />
to promote bilateral contacts between companies and<br />
their shareholders. At DELTA, we have introduced a policy<br />
that provides for periodic and informal talks between<br />
the Executive Board and our shareholders, which were held<br />
at very regular intervals during the year.<br />
Dividend policy<br />
The Executive Board, Supervisory Board and shareholders<br />
agreed on a dividend policy for the <strong>2011</strong> and 2012 financial<br />
years under a workable long-term plan that was<br />
acceptable to all.<br />
Works Council<br />
Amidst the Articles of Association, regulations and other<br />
arrangements, the relationship between DELTA Group and<br />
its Works Council and Central Works Council should not<br />
go unmentioned. This is a relationship built on mutual respect,<br />
as reflected in the standing consultations between<br />
the company/Executive Board and the Works Council and<br />
Central Works Council on a range of issues which both parties<br />
have agreed are open to discussion, and the facilities made<br />
available to the members of the Works Council, Central Works<br />
Council, and European Works Council, which was set up in<br />
2009. At divisional level, standing consultations are held<br />
with the divisional works councils.<br />
Compliance<br />
DELTA operates a ‘whistleblower scheme’, adopted by<br />
the Supervisory Board, which, in addition to the compliance<br />
officer’s activities, enables employees to raise concerns about<br />
malpractice with the Executive Board and/or a counsellor<br />
without running the risk of reprisals. In the course of <strong>2011</strong>,<br />
an external party was appointed with whom concerns can be<br />
raised in accordance with the scheme.<br />
Contacts with external stakeholders<br />
In view of the company’s importance and position,<br />
DELTA regularly publishes its financial results and announces<br />
important events by means of press releases and publications<br />
on its website.<br />
Regulations<br />
DELTA has introduced regulations that define the framework<br />
within which its corporate bodies must operate or explain in<br />
greater detail the rules that apply at the company.<br />
These regulations are reviewed and, where necessary,<br />
amended from time to time. They include:<br />
• the Articles of Association<br />
• the Executive Board Regulations<br />
• the Code of Conduct<br />
• the procedure for dealing with suspicions of misconduct<br />
(‘whistleblower scheme’)<br />
The following has also been posted on the website:<br />
• the Supervisory Board Regulations<br />
• the retirement rota for Supervisory Board members<br />
27
DELTA operates in a variety of markets and is exposed to<br />
a large number of risks. Some of these risks arise from<br />
the composition of its trading portfolio, others evolve<br />
from economic, financial and legal developments.<br />
These risks are inherent to DELTA’s strategic choices and<br />
operations and hence form a part of the company’s risk profile.<br />
DELTA seeks to identify these risks at an early stage.<br />
Risks are identified and assessed, and controls defined,<br />
systematically. Using the COSO Enterprise Risk Management<br />
Integrated Framework (COSO-ERM), DELTA makes a deliberate<br />
choice as to which risks it is willing to accept and which can<br />
better be borne by others .<br />
DELTA trades on the international gas and electricity markets.<br />
Prices on these markets fluctuate widely. Because of<br />
the economic slowdown, sales volumes are also an uncertain<br />
factor. Then there is the risk of trading partners and producers<br />
defaulting on their obligations to DELTA. In order to control<br />
these risks, the Risk Management Committee (RMC) worked<br />
closely with the Origination, Trade and Supply (OTS) division<br />
during the year. Chaired by the CEO, the RMC ensures that<br />
DELTA’s energy trading activities remain with the defined<br />
risk margins.<br />
Risk management at divisional level is subject to periodic<br />
audits performed by the independent Internal Audit division,<br />
which looks at the quality assurance system and the risk<br />
management, control and compliance procedures.<br />
A separate compliance function ensures that DELTA adheres<br />
to applicable laws, and compliance risks are identified and<br />
controlled to the greatest possible extent. The company’s<br />
operations are intertwined with regulatory requirements,<br />
grant schemes, and laws and regulations. Recognising the risks<br />
associated with its operations, which touch upon aspects of<br />
public and private law, DELTA controls those risks by actively<br />
taking part in the public debate and through its contacts with<br />
its public sector shareholders.<br />
Given the importance of most of DELTA’s operations to society,<br />
the law imposes high standards on its services in terms of<br />
their quality and safety. To meet these standards, the company<br />
makes substantial investments in adequate processes<br />
and systems.<br />
During the year, we improved our risk management<br />
framework and set up a Group Internal Control division.<br />
The division reports to the CFO and is responsible for rolling<br />
out an internal control framework across the organisation<br />
to address strategic, operational and compliance risks as well<br />
as financial reporting risks.<br />
Corporate Risk Management was integrated into Group Internal<br />
Control, bringing together risk identification and risk control.<br />
These changes will strengthen and further professionalise<br />
the internal risk control system.<br />
During the year, various other developments combined to<br />
improve our financial and operational risk profile. Deleveraging<br />
and cost reductions were again firmly on the agenda in <strong>2011</strong>.<br />
This enabled DELTA to continue to meet the credit requirements<br />
imposed by the financial and energy markets.<br />
It has recently become clear that grid operator DNWB will<br />
remain a member of the DELTA Group for the next few years,<br />
pending a preliminary ruling by the European Court of Justice<br />
in response to questions put by the Dutch Supreme Court on<br />
whether the Independent Grid Operation Act (‘unbundling act’)<br />
is compatible with EU law.<br />
We also continued to review and optimise the composition of<br />
our overall portfolio of products and operations, selling our<br />
interest in the solar business. We succeeded in maintaining<br />
a stable position in the energy and multimedia retail markets<br />
during the year.<br />
In <strong>2011</strong> DELTA’s improved financial and operational risk profile<br />
led to a rating upgrade by S&P.<br />
28
DELTA <strong>Annual</strong> report <strong>2011</strong><br />
Risk and<br />
risk management 8<br />
In Control Statement<br />
DELTA’s Executive Board is responsible for the design and<br />
operational effectiveness of the company’s internal risk<br />
management and control system. This system is designed to:<br />
• provide management with timely information on the progress<br />
made towards achieving the company’s strategic, operational<br />
and financial goals;<br />
• ensure reliable financial reporting;<br />
• ensure compliance with applicable laws.<br />
Risk-taking is inextricably linked to the company’s operations<br />
and the implementation of its strategy. The risk management<br />
and control system allows DELTA to accept calculated business<br />
risks by identifying, controlling and monitoring risks and taking<br />
appropriate action where necessary.<br />
The Executive Board reports on, and accounts for,<br />
the design and operational effectiveness of the internal<br />
risk management and control system to the Audit Committee<br />
and the Supervisory Board.<br />
On the basis of its evaluation in accordance with<br />
the Dutch Corporate Governance Code, the Executive Board<br />
believes that, in terms of financial reporting risks, the internal<br />
risk management and control system provides reasonable<br />
assurance that the financial statements for the year under<br />
review contain no material errors and that the system<br />
functioned properly during the year.<br />
In 2012 the Executive Board will continue to further strengthen<br />
and professionalise the internal risk management and control<br />
system by, among other things, implementing the Internal<br />
Control Framework.<br />
The likelihood and impact of errors, wrong decisions and<br />
unforeseen events are mitigated to the greatest possible<br />
extent. However, there is no single internal risk management<br />
and control system that can provide absolute certainty that<br />
business targets will be achieved or that inaccuracies, losses,<br />
fraud or regulatory breaches can be fully prevented.<br />
In auditing the financial statements, the independent auditors<br />
also investigate the design, existence and operation of internal<br />
controls on financial reporting. The independent auditors<br />
report their findings to the Executive Board, Audit Committee,<br />
and Supervisory Board. The independent auditors’ report is<br />
included in the financial statements.<br />
29
The Supervisory Board is pleased to report on its activities<br />
undertaken in <strong>2011</strong>, and the way in which it has performed<br />
its supervisory and advisory duties.<br />
Membership composition<br />
In <strong>2011</strong>, the Supervisory Board comprised:<br />
• Mr D. van Doorn (chairman);<br />
• Mr J. Bout;<br />
• Mr R. Frohn;<br />
• Mr J.G. van der Werf;<br />
• Mr B.P.T. de Wit.<br />
Meetings and other activities<br />
of the Supervisory Board<br />
In <strong>2011</strong> the Supervisory Board met seven times, with the<br />
Executive Board attending. The matters discussed included:<br />
• Appointments to the Supervisory Board and its committees.<br />
• Financial matters, including the quarterly reports and<br />
financial statements, and the company’s business plan and<br />
operational and financial goals.<br />
• Strategic issues, including acquisitions, investments<br />
and disposals. An important issue was the Executive Board’s<br />
resolution to withdraw from solar cell production.<br />
Other items included the plans for a second nuclear power<br />
station, the current status of the Borssele Agreement,<br />
the acquisition of additional shares in EPZ, and the<br />
introduction of the new organisational model. Apart from<br />
strategic matters, the Supervisory Board also looked at the<br />
major risks inherent in the policies pursued.<br />
• Dividend policy, investment and financing policies<br />
(including Kreekrak wind farm and construction of new<br />
premises), risk management, and corporate governance.<br />
• Developments regarding the Independent Grid Operation<br />
Act and talks with shareholders about the events involving<br />
Evides.<br />
Audit Committee<br />
With effect from 1 January <strong>2011</strong>, the company has only had<br />
an Audit Committee. Other matters are discussed directly by<br />
the Supervisory Board.<br />
The Audit Committee has been reduced two members and<br />
met five times during the year. The issues discussed included<br />
the management letter, group plan, quarterly reports, half-year<br />
report, financial statements, financial returns on projects and<br />
investments, risk management, IFRS, solar energy, and several<br />
other proposals to invest or divest. The Audit Committee<br />
consisted of Mr Frohn (chairman) and Mr J. Bout. Its meetings<br />
were attended by Messrs P.G. Boerma, F. Verhagen, H.S.C.<br />
Snijders (secretary), and W. de Leeuw (Deloitte).<br />
Executive Board membership<br />
Until 1 May <strong>2011</strong>, the Executive Board comprised Messrs P.G.<br />
Boerma (Chief Executive Officer), A.S. Louter (Chief Operating<br />
Officer), J.J. Rieter (Chief Commercial Officer), and F. Verhagen<br />
(Chief Financial Officer). The Executive Board was subsequently<br />
reduced to two members, i.e. the CEO and CFO.<br />
The Supervisory Board also convened to review its own<br />
performance, without the Executive Board attending,<br />
discussing matters such as its main duties and responsibilities<br />
(oversight and advice) and cultural and behavioural aspects.<br />
30
DELTA <strong>Annual</strong> report <strong>2011</strong><br />
<strong>Report</strong> of the<br />
Supervisory Board 9<br />
Executive Board remuneration<br />
In May 2005, the GMS adopted the remuneration policy<br />
for the members of the Executive Board, as proposed by<br />
the Supervisory Board. The policy’s guiding principle is that<br />
DELTA should be able to offer a pay package that allows<br />
the right people to be recruited and retained by the company.<br />
The Supervisory Board determines the remuneration of<br />
Executive Board members annually. Since 1 March 2010,<br />
when the CEO’s new four-year term began, the benchmark<br />
for calculating gross base salaries has been the median level<br />
of board pay in the Netherlands, meaning that half of those<br />
in comparable jobs (as graded by Hay) are paid less and half<br />
are paid more. The annual remuneration also has a variable<br />
component as an incentive for achieving a number of agreed<br />
targets during the year. The variable component is capped<br />
at 30% of the gross base annual salary.<br />
Final note<br />
In <strong>2011</strong> DELTA discontinued its solar operations (Solland Solar,<br />
Fesil, and RGS) and postponed its plans for a new nuclear<br />
power station in Borssele. Due to this change of the company’s<br />
nuclear energy policy, CEO Peter Boerma decided, in good<br />
consultation with the Supervisory Board, to step down with<br />
effect from 1 January 2012. The Supervisory Board respects<br />
Mr Boerma’s decision and would like to thank him for his<br />
dedication and efforts in the past few years. A word of thanks is<br />
also due to all other DELTA employees. The Supervisory Board<br />
recognises that <strong>2011</strong> was a turbulent year, and will make every<br />
effort to nominate a new CEO as soon as possible.<br />
On behalf of the Supervisory Board of DELTA N.V.<br />
D. van Doorn,<br />
Chairman<br />
Financial statements<br />
The Supervisory Board has reviewed the annual report,<br />
financial statements and notes for the <strong>2011</strong> financial year,<br />
as submitted by the Executive Board. It has also read<br />
the management letter, the audit findings, and the auditors’<br />
report issued by Deloitte Accountants. On the basis of that<br />
information, the Supervisory Board has approved the <strong>2011</strong><br />
financial statements and has recommended their unqualified<br />
adoption by the General Meeting of Shareholders.<br />
31
SUPERVISORY BOARD<br />
Mr D. (Daan) van Doorn (1948), chairman<br />
Nationality: Dutch<br />
First appointed: 21 June 2010<br />
Current term: until 20 June 2014<br />
Profession/principal position: former Executive Board chairman<br />
of VION Food Group<br />
Outside interests: Supervisory Board member of Brunel<br />
International, chairman of the Wageningen University<br />
Fundraising Committee, chairman of the Science Group<br />
Advisory Council at Wageningen University, chairman of the<br />
Netherlands Mussels Farmers’ Association, chairman of the<br />
Van Doorn Committee<br />
Mr J. (Jan) Bout (1946)<br />
Nationality: Dutch<br />
First appointed: 1 January <strong>2011</strong><br />
Current term: until the end of 2014<br />
Profession/principal position: former Executive Board chairman<br />
of Royal Haskoning<br />
Outside interests: coordinator at Topsector Water,<br />
Supervisory Board member of Ballast-Nedam N.V.,<br />
Supervisory Board member of Royal Haskoning Group B.V.,<br />
member of the Board of Trustees of Deltares, Executive<br />
Committee member of Ubbo Emmius Fonds.<br />
Mr R.J. (Rob) Frohn (1960)<br />
Nationality: Dutch<br />
First appointed: 1 January <strong>2011</strong><br />
Current term: until the end of 2013<br />
Profession/principal position: Board member at AkzoNobel<br />
responsible for Specialty Chemicals<br />
Outside interests: non-executive director of Nutreco N.V.,<br />
board member of CEFIC (European Chemical Industry),<br />
member of the Board of Trustees at the Arnhem/Nijmegen<br />
University of Applied Sciences.<br />
Mr J.G. (Johan) van der Werf (1952), vice-chairman<br />
Nationality: Dutch<br />
First appointed: 2001<br />
Current term: until 3 June 2012<br />
Profession/principal position: former Management Board<br />
member of AEGON N.V.<br />
Outside interests: Supervisory Board chairman of Ordina,<br />
chairman of the Board of Trustees of NOS, Supervisory Board<br />
chairman of Blauwtrust Group, vice-chairman of the Board<br />
of Trustees of Utrecht University Hospital, Supervisory Board<br />
member of De Lotto, Supervisory Board member of ONVZ,<br />
chairman of the Arts and Culture Pension Fund,<br />
Advisory Council member of SVB, vice-chairman of the<br />
Board of Trustees of Nederlands DansTheater, Executive<br />
Board of Right to Play<br />
32
DELTA <strong>Annual</strong> report <strong>2011</strong><br />
Personal<br />
particulars10<br />
EXECUTIVE BOARD<br />
Mr B.P.T. (Peter) de Wit (1949)<br />
Nationality: Dutch<br />
First appointed: 1 January <strong>2011</strong><br />
Current term: until the end of 2014<br />
Profession/principal position: former President of Shell<br />
Nederland B.V.<br />
Outside interest: non-executive Board Director of Caithness<br />
Petroleum, London<br />
Mr P.G. (Peter) Boerma (1954), Chief Executive Officer (CEO)<br />
Nationality: Dutch<br />
First appointed: 1 March 2006<br />
Outside interests: Executive Board member of<br />
Energie-Nederland, Executive Committee member of<br />
Brabants-Zeeuwse Werkgeversvereniging Zeeland, chairman<br />
of the Board of Trustees of Zeeuwse Bibliotheek, chairman of<br />
the Board of Trustees of Emergis<br />
Mr F. (Frank) Verhagen (1961), Chief Financial Officer (CFO)<br />
Nationality: Dutch<br />
First appointed: 1 February 2009<br />
Outside interests: member of the Board of Trustees of Admiraal<br />
de Ruiter Hospitals<br />
Mr A.S. (Ad) Louter (1963), Chief Operational Officer (COO)*<br />
Nationality: Dutch<br />
First appointed: 1 May 2008<br />
Outside interests: advisory council member of Nyenrode Energy<br />
Academy, advisory board member of Lean Manufacturing,<br />
member of Innovatienetwerk Zeeland<br />
Mr J.J. (Jaap) Rieter (1962), Chief Commercial Officer (CCO)*<br />
Nationality: Dutch<br />
First appointed: 1 November 2009<br />
* On 1 May <strong>2011</strong>, the Executive Board consisted of Peter Boerma and Frank<br />
Verhagen. Ad Louter and Jaap Rieter were appointed Director AD & O and<br />
Director Consumer & Corporate, respectively.<br />
33
10. Personal particulars<br />
CENTRAL WORKS COUNCIL<br />
Executive Committee:<br />
Mr J.M. (Hans) de Feijter<br />
Staff Services/SSCs Works Council (chairman)<br />
Mr A. (Bram) Nonnekes<br />
OTS Works Council (secretary)<br />
Mr C. (Kees) Joosse<br />
Staff Services/SSCs Works Council (vice-chairman)<br />
Mr H.A.M. (Harrie) Martens<br />
Infra Division Works Council (vice-chairman)<br />
Mr J. (Joop) Janse<br />
Formal secretary<br />
Other members<br />
Mr L. (Leen) Boer<br />
Infra Division Works Council<br />
Mr L. (Leon) Fondse<br />
Comfort Division Works Council<br />
Mr B. (Bart) van Houte<br />
Comfort Division Works Council<br />
Ms (Tonny) Jobse-Griep,<br />
Central Works Council member since November <strong>2011</strong><br />
EPZ Works Council<br />
Mr M. (Maurice) de Jong,<br />
Central Works Council member until July <strong>2011</strong><br />
Solland Solar Works Council<br />
Mr H.E.A. (Huub) Knoors,<br />
Central Works Council member since November <strong>2011</strong><br />
EPZ Works Council<br />
Mr P. (Peter) Maljers,<br />
Central Works Council member since November <strong>2011</strong><br />
EPZ Works Council<br />
Mr J.G.T. (Theo) Nieuwburg<br />
Infra Division Works Council<br />
Mr. E.Y.M. (Etienne) Poppe<br />
IR Works Council<br />
Mr A. (Axel) Schäfer,<br />
Central Works Council member until July <strong>2011</strong><br />
Solland Solar Works Council<br />
34
DELTA <strong>Annual</strong> report <strong>2011</strong><br />
EUROPEAN WORKS COUNCIL<br />
Mr J.M. (Hans) de Feijter, DELTA N.V. Netherlands Central Works<br />
Council, European Works Council chairman<br />
Mr L. (Leen) Boer, DELTA N.V. Netherlands Central Works Council<br />
Mr A. (Bram) Nonnekes, DELTA N.V. Netherlands Central Works<br />
Council<br />
Mr C. (Kees) Joosse, DELTA N.V. Netherlands Central Works<br />
Council<br />
Ms K. (Karin) Aspeslagh, Indaver Netherlands Works Council<br />
Mr A. (Axel) Schäfer, Solland Solar Works Council<br />
Ms E. (Eric) Demaertelaere, Indaver Belgium Works Council<br />
Ms G. (Guy) Smits, Indaver Belgium Works Council, European<br />
Works Council secretary<br />
Mr R. (Rainer) Martens, SAV Germany Works Council<br />
Mr R. (Rudi) Wachtel, SAV Germany Works Council<br />
Employer representatives:<br />
Mr P.G. (Peter) Boerma, DELTA N.V.’s Chief Executive Officer<br />
Mr P.B. (Paul) van Raay, DELTA N.V.’s Director of HRM<br />
A.J. van Os, formal secretary, DELTA N.V.<br />
35
Financial<br />
statements11<br />
Consolidated financial statements 38<br />
Consolidated balance sheet as at 31 December <strong>2011</strong> (before profit appropriation)38<br />
Consolidated income statement 39<br />
Consolidated statement of comprehensive income 40<br />
Consolidated statement of changes in equity 41<br />
Consolidated cash flow statement 42<br />
Accounting policies 43<br />
Notes to the consolidated balance sheet 56<br />
Notes to the consolidated income statement 94<br />
Notes to the consolidated cash flow statement 105<br />
Post-balance-sheet events 106<br />
Segment information 107<br />
Consolidated companies 110<br />
Non-consolidated companies 112<br />
Company financial statements 114<br />
Company balance sheet as at 31 December <strong>2011</strong> (before profit appropriation)114<br />
Company income statement 115<br />
Notes to the company financial statements 116<br />
Other information 128<br />
Profit appropriation 128<br />
Independent auditor’s report 129<br />
DELTA in financial figures, consolidated 130<br />
DELTA key figures 131<br />
37
Consolidated financial statements<br />
Consolidated balance sheet as at 31 December <strong>2011</strong> (before profit appropriation)<br />
(x EUR 1,000)<br />
Ref. no. 31-12-<strong>2011</strong> 31-12-2010<br />
Non-current assets<br />
Intangible assets 1 394,801 419,949<br />
Property, plant and equipment 2 1,035,754 977,407<br />
Joint ventures, associates and other investments 3 867,809 521,563<br />
Loans to joint ventures, associates, etc. 4 14,370 13,775<br />
Other financial assets 4 9,305 22,295<br />
Deferred tax assets 4 75,851 91,056<br />
Derivatives 5 68,007 51,574<br />
Financial assets 1,035,342 700,263<br />
Total non-current assets 2,465,897 2,097,619<br />
Current assets<br />
Inventories 6 17,303 14,975<br />
Trade receivables 7 390,303 310,179<br />
Current tax assets 7 7,324 61,065<br />
Other receivables 7 46,629 43,791<br />
Derivatives 5 230,250 219,470<br />
Total receivables 674,506 634,505<br />
Assets held for sale 24 2,647 3,964<br />
Total current assets 694,456 653,444<br />
Cash 8 52,390 49,410<br />
Total assets 3,212,743 2,800,473<br />
38<br />
Shareholders’ equity 1,043,039 1,307,601<br />
Profit for the year 82,690 (177,787)<br />
Equity attributable to shareholders of DELTA N.V. 1,125,729 1,129,814<br />
Non-controlling interests 54,091 53,270<br />
Group equity 1,179,820 1,183,084<br />
Provisions 9 236,824 95,504<br />
Pension liabilities 9 21,869 21,874<br />
Long-term debt 10 588,606 451,007<br />
Deferred tax liabilities 11 57,470 62,688<br />
Deferred revenue 11 70,999 68,843<br />
Other non-current liabilities 11 25,472 161,460<br />
Derivatives 5 77,149 31,209<br />
Non-current liabilities 1,078,389 892,585<br />
Trade payables 12 324,381 227,303<br />
Current tax liabilities 12 59,191 109,796<br />
Deferred revenue 12 13,401 12,268<br />
Work in progress for third parties 0 964<br />
Current portion of provisions 12 15,876 17,331<br />
Other liabilities 12 247,082 97,136<br />
Bank borrowings 5 66,429 65,329<br />
Derivatives 223,724 164,677<br />
Current liabilities 950,084 694,804<br />
Liabilities held for sale 24 4,450 30,000<br />
Current liabilities 954,534 724,804<br />
Total equity and liabilities 3,212,743 2,800,473
DELTA Financial statements <strong>2011</strong><br />
Consolidated income statement<br />
(x EUR 1,000)<br />
Ref. no. <strong>2011</strong> 2010<br />
Revenue 13 2,185,099 2,073,051<br />
Cost of sales 14 (1,549,359) (1,454,047)<br />
Gross operating margin 635,740 619,004<br />
Other gains and losses (third parties) 15 32,408 28,618<br />
Fair value gains and losses on the trading portfolio 16 (12,955) 3,248<br />
Gross margin 655,193 650,870<br />
Third-party services 17 242,771 249,759<br />
Staff costs 18 211,606 197,958<br />
Depreciation, amortisation and impairment 19 114,002 125,490<br />
Other operating expenses 20 9,801 12,811<br />
Total net operating expenses 578,180 586,018<br />
Earnings from operations 77,013 64,852<br />
Result aquisition 20% interest N.V. EPZ 153,979 -<br />
Added provision tolling contracts (140,544) -<br />
Share in results of joint ventures and associates 21 71,778 62,993<br />
Operating result 162,226 127,845<br />
Net finance income (expense) 22 (24,315) (21,863)<br />
Profit before tax 137,911 105,982<br />
Corporate income tax 23 (35,541) (16,383)<br />
Profit after tax from continuing operations 102,370 89,599<br />
Profit after tax from discontinued operations 24 (11,665) (265,393)<br />
Profit for the year 90,705 (175,794)<br />
Attributable to:<br />
Non-controlling interests 8,015 1,993<br />
Shareholders of DELTA N.V. 82,690 (177,787)<br />
39
Consolidated financial statements<br />
Consolidated statement of comprehensive income<br />
(x EUR 1,000)<br />
Ref. no. <strong>2011</strong> 2010<br />
Profit after tax for the year 90.705 (175.794)<br />
Other comprehensive income:<br />
5<br />
Effective portion of gains and losses on cash<br />
(21,340) 82,857<br />
flow hedges<br />
Energy derivatives (45,976) 51,735<br />
Reclassification - adjustments (67,316) 134,592<br />
(970) (4,001)<br />
Interest rate derivatives 5,168 8,386<br />
Reclassification - adjustments 4,198 4,385<br />
15,701 (35,205)<br />
Corporate income tax (47,417) 103,772<br />
Share of other comprehensive income of<br />
(10,736) (4,475)<br />
joint ventures and associates<br />
Share of other comprehensive income of<br />
(591) -<br />
joint ventures and associates<br />
Reclassification - adjustments - -<br />
(11,327) (4,475)<br />
Translation reserve differences<br />
Translation reserve differences 139 (60)<br />
Reclassification - adjustments (506) (13)<br />
(367) (73)<br />
Corporate income tax - -<br />
(367) (73)<br />
Other movements<br />
Other movements 23,115 33<br />
Reclassification - adjustments (372) -<br />
22,743 33<br />
Corporate income tax - -<br />
22,743 33<br />
Other comprehensive income from<br />
- 520<br />
available-for-sale financial assets<br />
- 520<br />
Total other comprehensive income (36,368) 99,777<br />
Total comprehensive income 54,337 (76,017)<br />
Total comprehensive income attributable<br />
to:<br />
Non-controlling interests 8,422 2,274<br />
Shareholders of DELTA N.V. 45,915 (78,291)<br />
For an explanation of the changes in energy and interest rate derivatives, see section 5.<br />
The share in the other comprehensive income of joint ventures relates almost entirely to movements in the hedge reserves of joint ventures.<br />
DELTA has a shareholding of 7.6% in N.V. KEMA, which has hitherto been recognised at cost. In <strong>2011</strong>, the shares of KEMA were offered for sale, allowing the market value<br />
(fair value) of the shares held by DELTA to be measured reliably. Included in other movements is the fair value revaluation of the investment in N.V. KEMA.<br />
40
DELTA Financial statements <strong>2011</strong><br />
Consolidated statement of changes in equity<br />
(x EUR 1,000)<br />
Total<br />
Paid-up<br />
capital<br />
Statutory<br />
reserve<br />
Hedge<br />
reserve<br />
Assets<br />
held<br />
for sale<br />
Other<br />
reserves<br />
Unappropriated<br />
profit<br />
Noncontrolling<br />
interests<br />
Carrying amount as<br />
1,312,474 6,937 54,908 (61,636) - 1,250,805 7,091 54,369<br />
at 31 December 2009<br />
Profit appropriation for 2009 - - 40,581 - - (33,490) (7,091) -<br />
Payment of dividend (50,000) - - - - (50,000) - -<br />
Movement concerning capitalised<br />
- - (587) - - 587 -<br />
development costs<br />
Other changes - - 1,005 - - (1,005) -<br />
Transfer to liabilities due to put (3,373) - - - - - - (3,373)<br />
options<br />
Total comprehensive income (76,017) - (4,475) 103,473 - 498 (177,787) 2,274<br />
Carrying amount as<br />
1,183,084 6,937 91,432 41,837 - 1,167,395 (177,787) 53,270<br />
at 31 December 2010<br />
Profit appropriation for 2010 - - (3,620) - - (174,167) 177,787 -<br />
Payment of dividend (50,000) - - - - (50,000) - -<br />
Transfer to liabilities due to put (7,601) - - - - - - (7,601)<br />
options<br />
Total comprehensive income 54,337 - (11,327) (47,881) 23,115 (682) 82,690 8,422<br />
Carrying amount as<br />
at 31 December <strong>2011</strong><br />
1,179,820 6,937 76,485 (6,044) 23,115 942,546 82,690 54,091<br />
The statutory reserve is made up of undistributed profits from non-controlling interests. The statutory reserve and the hedge reserve are not freely distributable.<br />
The transfer to liabilities in connection with put options relates to the non-controlling interests in Indaver N.V.<br />
A put option, included in current liabilities, has been granted to the shareholders concerned, who own 25% of the shares of Indaver N.V.<br />
The non-controlling interests in the consolidated equity of DELTA mainly concerns the interest held by NEIF (NIBC European Infrastructure Fund) in the German waste<br />
processing company Indaver Deutschland GMBH. (previously: SAV Beteiligungs GmbH)<br />
41
Consolidated financial statements<br />
Consolidated cash flow statement<br />
(x EUR 1,000)<br />
<strong>2011</strong> 2010<br />
From operating activities<br />
Earnings from operations 77,013 (234,221)<br />
Fair value gains and losses on the trading portfolio 12,955 (3,248)<br />
Adjustment for deferred income 3,289 (3,783)<br />
Depreciation, amortisation and impairment 114,002 382,251<br />
Provisions (19,089) 17,834<br />
Inventories (3,292) 10,728<br />
Trade receivables (80,124) 25,167<br />
Trade payables 97,078 (49,028)<br />
Other receivables/payables (31,122) 17,450<br />
Other (8,262) (2,907)<br />
From operating activities 162,447 160,243<br />
Cash flows arising from dividends received from joint ventures and associates 59,311 65,712<br />
Cash flows from finance income and expense (17,264) (24,283)<br />
Cash flows from taxes on profits 6,845 (19,802)<br />
Cash flow from operating activities 211,340 181,870<br />
From investing activities<br />
Acquisition and disposal of intangible assets and property,<br />
plant and equipment (after deduction of cash acquired) (164,725) (141,417)<br />
Acquisition of investments in subsidiaries and associates and interests in joint ventures<br />
(137,226) (14,307)<br />
(after deduction of cash disposed)<br />
Disposal of investments in subsidiaries and associates and interests in joint ventures 1,358 10,435<br />
Other financial assets 12,881 4,162<br />
Cash flow from investing activities (287,712) (141,127)<br />
From financing activities<br />
Bank borrowings 1,100 (30,745)<br />
Long-term liabilities 174,532 252,621<br />
Paying off borrowings (46,279) (222,346)<br />
Dividend payments (50,000) (50,000)<br />
Cash flow from financing activities 79,353 (50,470)<br />
Cash flow during the year 2,980 (9,727)<br />
Cash as at 1 January 49,410 59,137<br />
Cash as at 31 December 52,390 49,410<br />
Exchange differences - -<br />
Net cash in the consolidated balance sheet 52,390 49,410<br />
42
DELTA Financial statements <strong>2011</strong><br />
Accounting policies<br />
DELTA N.V.is public limited liability company formed under<br />
Dutch law, and is the parent company of a number of<br />
subsidiaries active in:<br />
• electricity generation and the transportation<br />
and supply of energy,<br />
• environmental services concerned with waste management<br />
and industrial cleaning,<br />
• provision of cable services for both analogue and digital<br />
television as well as for internet and digital telephony<br />
over cable,<br />
• development and production of sustainable energy<br />
relating to wind,<br />
• water activities.<br />
The group also has interests in a number of joint ventures<br />
and various investments in associates.<br />
The owners of DELTA N.V. are the Province of Zeeland,<br />
the municipalities of Zeeland, certain municipalities of<br />
South Holland and North Brabant and the Provinces of<br />
South Holland and North Brabant.<br />
DELTA N.V.is domiciled, in accordance with its Articles<br />
of Association, at Poelendaelesingel 10, Middelburg.<br />
The following changes occurred in the consolidation in <strong>2011</strong>:<br />
1. PVNED Holding B.V., in which DELTA Energy B.V. has a 50%<br />
interest, acquired 99.9 percentile of the shares of Arbel N.V.<br />
(Belgium) on 6 January <strong>2011</strong>.<br />
2. Promar B.V. was wound up at the end of February <strong>2011</strong>.<br />
3. The 35% interest held by Indaver N.V. in GRL Glasrecycling<br />
N.V. (Belgium) was sold on 6 May <strong>2011</strong>.<br />
4 All the shares of Solland Solar Energy Holding B.V. were sold<br />
on 22 July <strong>2011</strong>.<br />
5. With effect from 26 Augustus <strong>2011</strong>, DELTA Energy B.V. has<br />
held 99.9% of the shares of DELTA Energy Belgium N.V.,<br />
the single remaining share being held by DELTA N.V.<br />
6. On 30 September <strong>2011</strong>, the shareholding of DELTA Energy<br />
B.V. in N.V. EPZ was increased from 50% to 70%.<br />
7. All the shares of RGS Development B.V. and Solwafer B.V.<br />
were sold on 18 October <strong>2011</strong>.<br />
8. The company Laarakker Landbouw B.V. was incorporated<br />
on 18 November <strong>2011</strong>. The company is a wholly-owned<br />
subsidiary of Ecofuels B.V., which is in turn 50%-owned<br />
by DELTA Milieu Biofuels B.V.<br />
9. Indaver N.V. acquired a 40% interest in N.V. Brussel<br />
Compost in November <strong>2011</strong>.<br />
10. DELTA Milieu Industriële Reiniging N.V. (Belgium) was<br />
wound up on 23 December <strong>2011</strong>.<br />
11. SET Fund II C.V. was established on 23 December <strong>2011</strong>;<br />
DELTA Investeringsmaatschappij B.V. has a 70% interest<br />
in the capital of this limited partnership.<br />
The functional currency is the euro. Unless otherwise stated,<br />
all amounts are presented in thousands of euros.<br />
DELTA N.V. availed itself of the option in Part 9, Book 2,<br />
of the Netherlands Civil Code to prepare the company financial<br />
statements in accordance with the IFRS accounting policies<br />
used in the consolidated financial statements with the<br />
exception of the equity-accounted subsidiaries, joint ventures<br />
and associates. The company income statement is presented<br />
in abridged form in accordance with article 402, Title 9, Book 2,<br />
of the Netherlands Civil Code.<br />
The Supervisory Board signed these <strong>2011</strong> financial statements<br />
on 2 April 2012 and released them for publication.<br />
The Supervisory Board will present the financial statements<br />
to the General Meeting of Shareholders for adoption on<br />
25 June 2012.<br />
43
Consolidated financial statements<br />
1. Compliance with IFRS and summary of changes in IFRS recognition and measurement rules<br />
The company’s consolidated financial statements have been<br />
drawn up in compliance with the International Financial<br />
<strong>Report</strong>ing Standards (IFRS) issued by the International<br />
Accounting Standards Board (IASB) and the interpretations<br />
published by the International Financial <strong>Report</strong>ing<br />
Interpretation Committee (IFRIC) of the IASB, as endorsed by<br />
the European Commission up to year-end <strong>2011</strong>.<br />
In comparison with the previous financial year, new standards,<br />
interpretations or supplements/improvements were issued<br />
by the IASB and approved by the European Commission for<br />
adoption within the European Union in <strong>2011</strong>. Those changes<br />
not yet adopted by the EC are not mentioned.<br />
IFRS 3 Business Combinations, measurement of NCI<br />
Equity components of non-controlling interests in<br />
the acquiree whose holders have a right to a proportionate<br />
share of the net assets of the entity on liquidation are<br />
measured at acquisition date:<br />
a) either at fair value<br />
b) or at the proportionate share of the equity instruments<br />
in the recognised amounts of the acquiree’s identifiable<br />
net assets.<br />
All other equity components of non-controlling interests are<br />
measured at acquisition-date fair value unless a different<br />
measurement basis is to be used according to another IFRS.<br />
The option of measuring non-controlling interests either at fair<br />
value or at the proportionate share of the equity instruments is<br />
restricted to actual equity instruments and gives the holders<br />
of those instruments the right to a proportionate share of<br />
the net assets on the liquidation.<br />
IFRS 3 Business Combinations, exceptions to the recognition and<br />
measurement principles for share-based payments<br />
This change states that the existing requirements that awards<br />
by the acquirer that are replaced by share-based payments<br />
are to be recognised at acquisition-date amounts (marketbased<br />
measurement) in accordance with IFRS 2 (Share-Based<br />
Payments) also apply to share-based payments that are<br />
not replaced. The amendment also states that the existing<br />
requirements that the market-based amounts of replacement<br />
awards are to be allocated between the acquisition cost of<br />
the business combination and the subsequent award also<br />
apply to all replacement awards regardless of whether the<br />
acquirer is obliged to replace the rewards or does so voluntarily.<br />
This is also covered in an amendment to the implementation<br />
guidelines, in the form of a clarification.<br />
44
DELTA Financial statements <strong>2011</strong><br />
IFRS 7 Financial Instruments: Disclosures, nature and extent of<br />
risks arising from financial instruments.<br />
The amendments encourage the disclosure of qualitative<br />
information in the context of required quantitative disclosures<br />
in order to give users an overall picture of the nature and extent<br />
of risks connected with financial instruments. The amendments<br />
also clarify that the required level of information to be provided<br />
in relation to credit risk and security obtained sheds light on<br />
the information to be provided in relation to renegotiated loans.<br />
IAS 1 Presentation of Financial Statements, information to be<br />
included in the statement of changes in equity.<br />
This amendment clarifies that the analysis of the unrealised<br />
income in each component can be included either in<br />
the statement of changes in equity or in the notes. There is also<br />
an addition concerning the presentation of dividend per share.<br />
Also, statement of changes in unrealised income may<br />
be presented as part of the statement of changes in equity or<br />
may be disclosed separately in the notes.<br />
Transitional requirements for IAS 21, IAS 28 and IAS 31,<br />
due to changes arising from IAS 27 Consolidated and<br />
Separate Financial Statements.<br />
The amendments to IAS 21 (The Effects of Changes in<br />
Foreign Exchange Rates) concern the disposal of all or part<br />
of a foreign operation.<br />
In IAS 28 (Investments in Associates), the amendments<br />
concern the loss of significant influence over an investee and<br />
the recognition of investments in associates in the separate<br />
financial statements.<br />
In IAS 31 (Interests in Joint Ventures), the amendments concern<br />
the loss of joint control and recognition of an interest in a joint<br />
venture in the separate financial statements.<br />
The following new standards, interpretations or revisions have<br />
been approved for use within the European Union but do not<br />
have any effect or any material effect on the <strong>2011</strong> financial<br />
statements of DELTA N.V.<br />
1. Amendments to IFRS 1 and IFRS 7, to provide limited<br />
exemption from comparative IFRS 7 disclosures on first-time<br />
adoption.<br />
2. IAS 24 revised, Third-Party Disclosures.<br />
3. Amendments to IAS 32, Financial Instruments, Presentation<br />
of Classification of Rights Issues.<br />
4. Amendment to IFRIC 14, Prepayments of Minimum Funding<br />
Requirements.<br />
5. IFRIC 19, Extinguishing Financial Liabilities with Equity<br />
Instruments.<br />
6. <strong>Annual</strong> improvements to the IFRS standards: IFRS 1<br />
First-Time Adoption of IFRS<br />
7. IAS 34 Interim Financial <strong>Report</strong>ing<br />
8. IFRIC 13 Customer Loyalty Programmes.<br />
The change to IFRS 7 Financial Instruments concerning transfer<br />
of financial assets first becomes applicable with effect from<br />
1 January 2012. Not adopting this amendment early, in the<br />
opinion of the Executive Board, is not detrimental to the view<br />
which is presented of DELTA’s financial position.<br />
45
Consolidated financial statements<br />
2. General<br />
2.1 Government grants<br />
Government grants are recognised as soon as it is reasonably<br />
certain that the conditions for obtaining the subsidy are or<br />
will be met and that the grants have been or will be received.<br />
On capitalisation of investment projects, grants received<br />
and contributions to construction costs are deducted from<br />
the acquisition cost of the assets. Operating subsidies are<br />
generally deducted from the procurement costs.<br />
Subsidies in the form of tax breaks are taken into account<br />
when calculating the taxable amount.<br />
2.2 Estimates and assumptions<br />
The preparation of financial statements entails the used of<br />
estimates and assumptions based on past experience and on<br />
factors considered acceptable in the management’s judgement.<br />
These estimates mainly relate to the revenues from supplying<br />
and transporting electricity and gas to the domestic and smallbusiness<br />
market, owing to staggered meter readings, to the<br />
deferred tax assets and to the amount of the provisions.<br />
They affect the figures in the financial statements, which may<br />
vary from the actual figures. The effects of changes in estimates<br />
are recognised prospectively in the income statement.<br />
Changes in estimates can also lead to adjustments in assets<br />
and liabilities or in components of equity. Such changes in<br />
estimates are recognised in the period in which they occur.<br />
In the notes to the balance sheet and the income statement,<br />
separate disclosures are made of special aspects relating to<br />
estimates and assumptions.<br />
2.3 Impairment of assets<br />
During the year, assessments are made for indications<br />
that assets may be impaired. If so, an estimate is made of<br />
the asset’s recoverable amount, equal to the higher of fair value<br />
less costs to sell and value in use. If the fair value less costs to<br />
sell results in unavoidable costs, the carrying amount is written<br />
down accordingly. Value in use represents the present value of<br />
estimated future cash flows, based on internal business plans<br />
approved by management, discounted using a pre-tax discount<br />
rate that reflects current market assessments of the time value<br />
of money and the risks specific to the asset. <strong>Annual</strong> impairment<br />
tests are performed for recognised goodwill.<br />
Impairment losses are recognised if the carrying amount of<br />
an asset or the cash-generating unit to which the asset belongs<br />
exceeds the recoverable amount. Impairment of assets<br />
attributed to cash-generating units is first deducted from<br />
the carrying amount of the goodwill attributed to the cashgenerating<br />
units (or groups of units) and then, pro rata, from<br />
the carrying amount of the other assets of the unit or group of<br />
units. The carrying amount of the assets concerned is never<br />
less than their individual recoverable amount.<br />
An impairment loss is reversed if it is established that there<br />
has been a change in the basis on which the recoverable<br />
amount was previously determined, but only to the extent that<br />
the carrying amount of the asset after such reversal does not<br />
exceed the carrying amount of the asset, less depreciation,<br />
if no impairment had occurred. Impairment of goodwill is<br />
not reversed. Impairment losses and reversals thereof are<br />
recognised through profit or loss.<br />
46
DELTA Financial statements <strong>2011</strong><br />
3. Basis of consolidation<br />
2.4 Segment information<br />
Further information is provided by business segment.<br />
Segmentation reflects DELTA N.V.’s management and internal<br />
reporting structure. Inter-segment supplies are settled at<br />
market prices.<br />
2.5 Foreign currencies<br />
Assets and liabilities denominated in foreign currencies<br />
are translated into euros at the exchange rates prevailing at<br />
year-end. Differences resulting from movements in exchange<br />
rates are recognised in profit or loss in so far as they do not<br />
relate to the net investment in foreign entities, in which case<br />
they are recognised in equity as part of other comprehensive<br />
income. Income and expenses denominated in foreign<br />
currencies are translated into euros at the exchange rates<br />
prevailing at the time of the transaction.<br />
The consolidated financial statements comprise the financial<br />
data of DELTA N.V.and its subsidiaries.<br />
Subsidiaries are legal entities and partnerships in which DELTA<br />
controls the operating and financial policy decisions. Existing<br />
and potential voting rights that can currently be exercised or<br />
converted are taken into account in assessing control.<br />
The existence of other agreements that allow DELTA N.V.to<br />
govern the operating and financial policy are also taken into<br />
account.<br />
Subsidiaries are included in the consolidation from the date<br />
on which control is obtained. Consolidation is discontinued<br />
with effect from the date on which control no longer exists.<br />
Subsidiaries are fully consolidated, with 100% of equity and<br />
results included in the consolidation. If DELTA’s interest in a<br />
subsidiary is less than 100%, the non-controlling interest is<br />
recognised separately in the balance sheet and the income<br />
statement.<br />
In the case of put options, the corresponding non-controlling<br />
interest is classified as current or non-current liabilities.<br />
The exercise of the put option, acquired in 2007, is seen as<br />
part of the purchase price, ultimately affecting the amount of<br />
goodwill. Put options are accordingly treated in the same way<br />
as an earn-out clause, in accordance with IFRS 3. Acquisitions<br />
are accounted for using the purchase method. Subsidiaries’<br />
accounting policies are changed where necessary to ensure<br />
consistency with the policies applied by DELTA.<br />
47
Consolidated financial statements<br />
4. Basis of recognition and measurement of assets and liabilities<br />
The financial statements have been prepared according to<br />
the historical cost convention, except for measurement of the<br />
carrying amount of derivatives (financial instruments), which is<br />
based on fair value. All transactions in financial instruments are<br />
accounted for on the transaction date.<br />
4.1 Intangible assets<br />
Intangible assets comprise goodwill arising on acquisition,<br />
development costs, software, customer records and acquired<br />
transport rights.<br />
Goodwill<br />
The goodwill represents the positive difference between<br />
the acquisition cost of subsidiaries and the fair value of the<br />
acquisition. Goodwill paid on the acquisition of subsidiaries<br />
is recognised as an intangible asset. Goodwill arising on the<br />
acquisition of an interest in a joint venture or an investment in<br />
an associate is included in the cost of the relevant investments.<br />
If the cost is lower than the fair value of the identifiable<br />
assets, liabilities and contingent liabilities acquired (negative<br />
goodwill), the difference is recognised directly as income.<br />
Development costs<br />
Development expenditure is measured at historical cost and<br />
amortised over a period of 10 years according to the pattern of<br />
the additional cash flows generated by the acquired process<br />
knowledge.<br />
Software<br />
Capitalised software is carried at historical cost less<br />
amortisation. In principle, straight-line amortisation is applied<br />
over a five-year period. The useful life is assessed annually. Any<br />
adjustments are accounted for prospectively.<br />
Customer contracts<br />
Customer contracts are measured at cost and amortised<br />
according the pattern of the additional cash flows generated by<br />
the acquired accounts.<br />
Transport rights<br />
Transport rights are measured at cost and amortised on a<br />
straight-line basis over a period of 20 years. The useful life<br />
is assessed annually. Any adjustments are accounted for<br />
prospectively.<br />
The carrying amount of goodwill comprises the historical<br />
cost less the accumulated impairment. Goodwill is not<br />
amortised. <strong>Annual</strong> impairment tests are performed to identify<br />
any impairment of goodwill. For the purposes of these tests,<br />
goodwill is allocated to cash-generating units. If a transaction<br />
qualifies as a transaction between owners, the difference<br />
between acquisition cost and fair value is recognised in equity.<br />
48
DELTA Financial statements <strong>2011</strong><br />
4.2 Property, plant and equipment<br />
Property, plant and equipment is stated at cost less<br />
accumulated depreciation on a straight-line basis over the<br />
estimated useful life, determined on the basis of technical and<br />
economic criteria, taking account of the estimated residual<br />
value, less any accumulated impairment losses. In accordance<br />
with IFRIC 18, third-party contributions to construction costs of<br />
property, plant and equipment are no longer deducted from the<br />
carrying amount of the assets but recognised under liabilities<br />
as deferred revenue.<br />
Also included in property, plant and equipment is the<br />
discounted amount that is expected to be necessary for<br />
capping landfill sites when landfill activities come to an end.<br />
Depreciation is based on the actual period for which the landfill<br />
capacity is used. Changes in residual values as a result of<br />
technical and economic developments and the consequences of<br />
applying a different discount rate are recognised in the carrying<br />
amounts of the assets concerned and recognised in profit or<br />
loss in future years by means of depreciation. In the case of<br />
assets which have been fully depreciated, the difference is<br />
expensed immediately.<br />
Directly attributable external financing expenses for assets<br />
(construction period interest) are included in the cost. If assets<br />
consist of components with different depreciation periods and<br />
residual values, the components are recognised separately.<br />
Investments for the replacement of components are capitalised,<br />
with simultaneous write-down of the component to be replaced.<br />
The estimated life and the estimated residual value are<br />
assessed annually when the business plan is produced. The<br />
carrying amount is adjusted accordingly if impairment tests<br />
indicate impairment.<br />
Property, plant and equipment under construction is stated<br />
at the costs incurred as at the balance sheet date, including<br />
the costs of materials and services, direct staff costs and an<br />
appropriate share of directly attributable overhead costs.<br />
In 1999, Indaver entered into a cross-border lease with an<br />
American investor for the use of lines 1 and 2 of the incineration<br />
plant in Doel, whereby the legal and economic ownership<br />
of the assets remained with the company. These assets are<br />
accordingly recognised in the consolidated financial statements<br />
on the basis of the accounting policies applied for property,<br />
plant and equipment.<br />
4.3 Financial assets<br />
General<br />
A business combination is the bringing together of separate<br />
entities or businesses into one reporting entity. A business<br />
combination as defined is accounted for by applying the<br />
purchase method, which involves the following steps:<br />
1. identifying an acquirer;<br />
2. measuring the cost of the business combination; and<br />
3. allocating the acquisition-date cost of the business<br />
combination.<br />
The cost of a business combination is the aggregate of the<br />
fair values, at the date of exchange, of assets given, liabilities<br />
incurred or assumed and equity instruments issued by the<br />
acquirer plus any costs directly attributable to the business<br />
combination. Under IFRS 3 (as approved by the EU in 2004),<br />
the sum was increased for costs directly attributable to the<br />
business combination. Since the revision of IFRS 3 (applied<br />
with effect from 2009) the costs directly attributable to the<br />
acquisition are no longer recognised as cost of the business<br />
combination but are recognised directly in profit or loss.<br />
Goodwill is measured as the value by which the cost of the<br />
business combination exceeds the acquirer’s interest in the<br />
net fair value of identifiable assets, liabilities and contingent<br />
liabilities. Negative goodwill is recognised directly in profit or<br />
loss and non-controlling interests are recognised in equity.<br />
Joint ventures, associates and other investments<br />
Joint ventures are contractual arrangements whereby DELTA and<br />
one or more other parties undertake economic activities that<br />
are subject to joint control by all parties.<br />
Associates are entities over which DELTA N.V. directly or<br />
indirectly has significant influence, but not control. Generally<br />
speaking, this refers to entities in which DELTA N.V. can exercise<br />
between 20% and 50% of the voting rights.<br />
49
Consolidated financial statements<br />
Interests in joint ventures and investments in associates are<br />
recognised in the consolidated financial statements using the<br />
“equity method”. According to this method, the investments are<br />
initially carried at cost, i.e. the fair value of the underlying asset<br />
or liability, including goodwill. If the fair value is higher than the<br />
cost price, the result will be added to the equity participation.<br />
The share in the profits or losses is recognised in the carrying<br />
amount each year and dividend distributions are deducted.<br />
Accumulated losses of a joint venture or associate in excess of<br />
the carrying amount are not recognised unless DELTA N.V. has<br />
an obligation or has made payments to settle such losses.<br />
Other investments are entities in which DELTA N.V. has an<br />
interest of less than 20%. In the consolidated financial<br />
statements, they are recognised at fair value unless insufficient<br />
information is available, in which case they are carried at cost.<br />
Undistributed profits of a joint venture or an associate and<br />
direct increases in equity at a joint venture or associate, whose<br />
distributions cannot be received without restriction, are added<br />
to the statutory reserve.<br />
Loans to other investment entities<br />
Loans granted to investees or third parties are carried at face<br />
value, i.e. amortised cost. Where necessary, provisions are<br />
recognised for bad debts and are deducted from the carrying<br />
amount.<br />
Deferred tax<br />
Financial assets also includes deferred tax assets, arising<br />
from the difference between reported amounts and recognised<br />
amounts for tax purposes and from tax loss carryforwards.<br />
Deferred tax assets and liabilities are recognised at face value<br />
calculated at standard corporate income tax rates enacted<br />
or substantially enacted at the end of the reporting period.<br />
Deferred tax assets are recognised if it is reasonable to assume<br />
that future taxable profits will be available, permitting them<br />
to be realised. The recognition of a deferred tax asset is<br />
reassessed each year.<br />
4.4 Inventories<br />
Construction and maintenance materials are stated at the<br />
lower of cost, on the basis of the first-in first-out (FIFO) method,<br />
and the net selling price, less a provision for obsolescence.<br />
Impairment losses on inventories are expensed and disclosed<br />
separately.<br />
4.5 Receivables<br />
Trade receivables are measured at fair value on initial<br />
recognition and subsequently carried at amortised cost less<br />
impairment. The short time horizon means that amortised cost<br />
is the same as the face value of the receivables as a rule.<br />
4.6 Construction contracts<br />
DELTA applies the percentage of completion method to<br />
determine construction contract costs and revenues to<br />
be recognised in the income statement for the reporting<br />
period. The percentage of completion is based on production<br />
measurements. Work in progress on construction contracts is<br />
recognised at cost less a provision for expected losses and<br />
less invoiced instalments. The profit realised in proportion to<br />
the percentage of completion is included in the carrying amount<br />
if it can be reliably measured.<br />
4.7 Non-current assets held for sale and discontinued<br />
operations<br />
DELTA classifies an asset (or disposal group) as held for sale<br />
if its carrying amount will be recovered principally through a<br />
sale transaction rather than through its continued use. For this<br />
to be the case, the asset (or disposal group) must be available<br />
for immediate sale in its present condition and its sale must be<br />
highly probable and expected to take place within one year.<br />
On recognition of a group of assets as being held for probable<br />
or definite sale, the liabilities directly associated with those<br />
assets will be included in the carrying amount. Immediately<br />
after classification as held for sale, the amount of the assets<br />
is measured at the lower of carrying amount and fair value less<br />
costs to sell and depreciation is discontinued. Any impairment<br />
losses are expensed.<br />
50
DELTA Financial statements <strong>2011</strong><br />
4.8 Cash<br />
Cash includes not only cash but also cash equivalents that can<br />
be converted into cash with no material risk of impairment.<br />
Cash is carried at fair value.<br />
4.9 Shareholders’ equity<br />
Movements in shareholders’ equity are presented in the<br />
consolidated statement of changes in equity.<br />
The company’s authorised capital amounts to EUR 9,080,000<br />
divided into 20,000 shares, each with a nominal value of<br />
EUR 454. As at 31 December <strong>2011</strong>, EUR 6,937,120 was issued<br />
and paid up. Dividends are recognised as a liability in the<br />
period in which they are declared.<br />
4.10 Provisions<br />
Provisions are recognised in respect of legal or constructive<br />
obligations relating to operations. The provisions are carried<br />
at the present value of the expected expenditure. The present<br />
value is computed using a discount rate before tax reflecting<br />
the current market view of the time value of money.<br />
The expected expenditure within one year of the balance sheet<br />
date is included in current liabilities.<br />
4.11 Employee benefits<br />
Provisions relating to pension obligations and health insurance<br />
costs are determined on an actuarial basis. The related<br />
liabilities are presented separately in the balance sheet.<br />
This is only the case at the subsidiary Indaver. Indaver provides<br />
post-employment benefits for most of its employees. These<br />
benefits are paid under defined contribution plans and defined<br />
benefit plans involving both pension insurance and unfunded<br />
arrangements. The contributions payable under the defined<br />
contribution plan are recognised immediately in the income<br />
statement. For the defined benefit plan, the cost of each benefit<br />
payment is determined separately using the actuarial Projected<br />
Unit Credit Method.<br />
The company recognises part of the actuarial gains or losses in<br />
profit or loss if the accumulated unrecognised gains and losses<br />
at the end of the prior reporting period exceeded 10% of:<br />
• the present value of the gross amount of the defined benefit<br />
obligation at that date; and<br />
• the fair value of the plan assets at that date,<br />
any such excess or deficit being divided by the expected<br />
average remaining working lives of the employees participating<br />
in the plan.<br />
4.12 Non-current liabilities<br />
Non-current liabilities are measured at amortised cost, applying<br />
the effective interest method. Repayment commitments on noncurrent<br />
liabilities due within one year are included in current<br />
liabilities.<br />
With finance leases (in which all the risks and rewards of<br />
ownership are borne by the lessee), the finance lease is<br />
recognised as an asset at the start of the lease period and the<br />
liabilities are included in equity and liabilities at fair value. The<br />
depreciation of the asset is calculated according to the rules for<br />
property, plant and equipment.<br />
With operating leases (in which all the risks and rewards of<br />
ownership are borne by the lessor) the lease payments are<br />
recognised in the income statement on a straight-line basis<br />
over the lease term.<br />
The non-current portion of deferred revenue is classified as a<br />
non-current liability. The portion that is released in the next<br />
reporting period is included in current liabilities. The portion<br />
relating to the current reporting period is included in revenue.<br />
4.13 Put options<br />
The put options are recognised at fair value attributable to the<br />
put option holder concerned, less any dividends paid. The value<br />
is based on the indirect recoverable amount of the appropriate<br />
non-controlling interest.<br />
51
Consolidated financial statements<br />
5. Basis of recognition and measurement of financial instruments<br />
5.1 Financial instruments<br />
DELTA uses financial instruments to manage and optimise<br />
normal market risks associated with the company’s energy,<br />
currency and interest rate positions. DELTA applies IAS 32<br />
Financial Instruments: Disclosure and Presentation and IAS 39<br />
Financial Instruments: Recognition and Measurement. These<br />
standards require derivatives to be measured and recognised<br />
at fair value through profit or loss and the trading contracts are<br />
accounted for in the income statement on this basis.<br />
Definition<br />
A derivative is a financial instrument or other contract falling<br />
within the scope of IAS 39, with the following three features:<br />
• the value changes as a result of movements in a particular<br />
interest rate, price of a financial instrument, commodity<br />
price, exchange rate, index of prices or interest rates or other<br />
variable, provided that, in the case of non-financial variables,<br />
the variable is not specific to a contract party (also known as<br />
the ‘underlying asset’);<br />
• no or only a minor net initial investment is required in relation<br />
to other types of contract that respond in similar ways to<br />
movements in market factors; and<br />
• settlement takes place in the future.<br />
5.2 Derivatives<br />
DELTA trades in contracts for electricity, gas, coal, oil, CO 2<br />
certificates and currencies relating to the current year and the<br />
three following years. DELTA regards the markets for these<br />
commodities to be liquid over this time horizon, reliable<br />
prices being available from brokers, markets and suppliers<br />
of price information. The fair value of commodity contracts is<br />
calculated on the basis of these published prices; in-house<br />
valuation models are not used. Adjustments are only made to<br />
the published prices for the months, quarters or years ahead<br />
in order to match the relative periods in the trading systems.<br />
DELTA also uses derivatives such as interest rate swaps. The<br />
fair value of interest rate swaps is measured on the basis of<br />
yield curves provided by, amongst others, brokers and De<br />
Nederlandsche Bank.<br />
Classification and netting<br />
Derivatives are classed as current or non-current assets if<br />
the fair value represents a gain and as current or non-current<br />
liabilities if the fair value represents a loss. Receivables and<br />
payables in respect of derivatives for different transactions<br />
with the same party are shown net where there is a contractual<br />
or legally enforceable right of set-off and DELTA also settles the<br />
relevant cash flows on a net basis.<br />
Recognition of fair value gains and losses<br />
Pursuant to IAS 39, energy commodity contracts (electricity,<br />
gas, coal, oil and CO 2<br />
certificates, as well as the related foreign<br />
currency positions) and interest rate swap contracts are<br />
regarded as derivatives. IAS 32 required and IAS 39 and IFRS<br />
7 require all derivatives to be measured at fair value from the<br />
time of initial recognition.<br />
The general principle is that adjustments to the fair value of<br />
derivatives should be recognised through profit or loss.<br />
There are, however, two exceptions.:<br />
1. accrual accounting: DELTA accounts for commodity<br />
contracts intended for its own use on an accruals basis,<br />
which means that interim increases in value are not<br />
reflected in the results. Such transactions are recognised as<br />
purchases or sales at the time of settlement, at the prices<br />
obtaining at that time;<br />
2. hedge accounting: this affords the possibility of limiting the<br />
effect of fair value gains and losses on the results by taking<br />
account of opposite effects on results due to fair value gains<br />
and losses on the hedge and on the hedged position. With<br />
hedge accounting, fair value gains and losses on derivatives<br />
are recognised (via the statement of changes in unrealised<br />
income) in equity until the hedged position/transaction is<br />
settled.<br />
52
DELTA Financial statements <strong>2011</strong><br />
Hedge accounting<br />
DELTA uses derivatives to hedge price and currency risks arising<br />
from energy commodity contracts (electricity, gas, coal and<br />
oil). Interest rate swaps are also used to hedge the risk of cash<br />
flow volatility due to interest rate movements. DELTA uses cash<br />
flow hedging for this purpose, contracting hedging instruments<br />
to offset the exposure to variations in existing and future cash<br />
flows that could ultimately affect the results. The hedges are<br />
attributed to a specific risk relating to a balance sheet item or<br />
a highly probable forecast transaction. The effective portion<br />
of the fair value gain or loss is recognised directly in hedge<br />
reserves in equity (through the statement of comprehensive<br />
income). The ineffective portion of the gain or loss on the<br />
hedging instrument is recognised in the income statement.<br />
The cumulative amounts recognised in equity are taken to the<br />
income statement in the same period as the hedged transaction<br />
Criteria for the application of hedge accounting<br />
For hedge accounting to be applied, there are strict rules with<br />
regard to documentation and assessment of effectiveness. A<br />
derivative can be included in hedge accounting if it complies<br />
with the following criteria:<br />
1. at the inception of the hedge there is formal designation<br />
and documentation of the hedging relationship and the risk<br />
management objective and strategy for undertaking the<br />
hedge;<br />
2. for cash flow hedges, a forecast transaction that is the<br />
subject of the hedge must be highly probable and must<br />
present an exposure to variations in existing or future cash<br />
flows that could ultimately affect the results;<br />
3. the effectiveness of the hedge can be reliably measured;<br />
4. the hedge is expected to be highly effective;<br />
5. the hedge is assessed on an ongoing basis and determined<br />
actually to have been highly effective.<br />
Assessment of hedge effectiveness<br />
DELTA formally assesses whether the derivatives used as<br />
hedging instruments have been highly effective in mitigating<br />
changes in the fair value or cash flows attributable to the<br />
hedged position, both at the inception of the hedge and during<br />
its life. To this end, DELTA assesses and determines whether<br />
changes in the fair value or cash flows attributable to the<br />
hedged position are offset by changes in the fair value or cash<br />
flows attributable to the hedge within a range of 80% to 125%.<br />
The ineffective portion of a hedging relationship, in a fair<br />
value hedge, is the extent to which changes in the fair value of<br />
the derivative differ from the changes in the fair value of the<br />
hedged position or, in a cash flow hedge, the extent to which<br />
changes in the fair value of the derivative exceed the fair value<br />
movements in the expected cash flow.<br />
Ineffective hedges and gains and losses on components of<br />
derivatives that are disregarded in the assessment of the<br />
effectiveness of a hedge are recognised directly in the income<br />
statement. DELTA discontinues hedge accounting if the hedging<br />
relationship is no longer effective or is no longer expected to<br />
remain effective.<br />
53
Consolidated financial statements<br />
6. Basis of determination of results<br />
In the income statement, all financial consequences arising<br />
from decisions to dispose of or wind up operations, including<br />
normal trading results for <strong>2011</strong>, are accounted for in profit after<br />
tax from discontinued operations.<br />
6.1 Revenue<br />
Revenue represents income arising directly from the supply of<br />
goods and services to third parties, net of any discounts and<br />
net of sales taxes, such as VAT and regulating energy tax (REB).<br />
Revenue is recognised when the material risks and benefits<br />
of ownership of the goods have been transferred to the buyer.<br />
Revenue from services is recognised proportionate to the<br />
service delivered at the end of the reporting period.<br />
Recognition of revenue from transport services and the<br />
supply of electricity and gas is based on supplies during the<br />
calendar year. Revenue from supplies to domestic and smallbusiness<br />
users is partly estimated as meter readings are taken<br />
throughout the year.<br />
Recognition of revenue from electricity sales is based on the<br />
assumption that electricity generated by the group’s own<br />
production facilities (including joint ventures) will be supplied<br />
to third parties, while the power supplied to end-users will be<br />
procured entirely from third parties.<br />
In the case of gas and electricity trading contracts, which do<br />
not involve physical delivery, the amounts of purchases and<br />
sales are netted off.<br />
6.2 Net operating expenses<br />
Net operating expenses are recognised and measured on the<br />
basis of actual performance and according to the accounting<br />
policies set out above. The operating expenses are accounted<br />
for in the year to which they relate. Gains are recognised in the<br />
year in which they are realised; losses are recognised in the<br />
year in which they are identified.<br />
6.3 Net finance income (expense)<br />
Finance income and expense is attributed to the period to<br />
which it relates, in accordance with the effective interest<br />
method. DELTA capitalises the costs of external financing<br />
(construction period interest) as appropriate.<br />
6.4 Corporate income tax<br />
Corporate income tax on the result is calculated by applying<br />
the standard current rate to the profit before tax shown in the<br />
financial statements, taking account of permanent differences<br />
between this result and the result based on tax valuations.<br />
Within the DELTA N.V. tax group, DELTA uses the no-settlement<br />
method, except in the case of transferable tax-loss<br />
carryforwards predating the date of inclusion in a tax group. For<br />
the network operations, the separate return approach is used<br />
because of the special regulatory regime.<br />
Revenue from telecommunications covers subscription fees for<br />
signal distribution as well as income from internet services and<br />
other data transmission services.<br />
Income from environmental services and directly related<br />
expenses over environmental services and operations in the<br />
renewables segment are allocated to the period in which the<br />
services are supplied.<br />
Revenue from construction contracts is recognised in the<br />
income statement in accordance with the percentage of<br />
completion method.<br />
54
DELTA Financial statements <strong>2011</strong><br />
7. Basis of the cash flow statement<br />
The cash flow statement is prepared using the indirect method,<br />
based on the actual cash flows. A distinction is made between<br />
operating, investing and financing activities. Although the<br />
current portion of the non-current liabilities is recognised in<br />
the balance sheet as part of other liabilities (under current<br />
liabilities), the corresponding movement in the current portion<br />
of the non-current liabilities in the cash flow statement is<br />
included in the cash flow from financing activities.<br />
The share in the profits of associates (in the form of dividend<br />
payments), movements in finance income and expense (due to<br />
added interest on provisions) and tax on profits are based on<br />
realised cash flows.<br />
55
Consolidated financial statements<br />
Notes to the consolidated balance sheet<br />
1. Intangible assets<br />
(x EUR 1,000)<br />
Total Goodwill R&D Software Customer<br />
contracts<br />
Transport<br />
rights<br />
2010<br />
Carrying amount as at 1 January 2010 514,878 425,116 712 56,913 5,637 9,831 16,671<br />
Investments 18,595 - 1,717 16,878 - - -<br />
Amortisation (26,794) - (32) (24,591) (1,160) (1,011) -<br />
Impairment (89,028) (85,906) (2,271) (851) - - -<br />
Disposals (358) - - (358) - - -<br />
Acquisitie 472 472 - - - - -<br />
Earn-out 465 465 - - - - -<br />
Other movements 1,719 - (1) 1,720 - - -<br />
Carrying amount as at 31 December 2010 419,949 340,147 125 49,710 4,477 8,820 16,671<br />
Accumulated amortisation and impairment 277,927 99,458 15,405 127,825 21,015 10,488 3,736<br />
Acquisition cost as at 31 December 2010 697,876 439,605 15,530 177,535 25,492 19,308 20,407<br />
Other<br />
<strong>2011</strong><br />
Carrying amount as at 1 January <strong>2011</strong> 419,949 340,147 125 49,710 4,477 8,820 16,671<br />
Investments 16,507 - - 14,188 - - 2,319<br />
Amortisation (25,894) - - (24,138) (745) (1,011) -<br />
Impairment (125) - (125) - - - -<br />
Disposals (251) - - - - - (251)<br />
Earn-out (149) (149) - - - - -<br />
Other movements (15,236) - - (939) - - (14,297)<br />
Carrying amount as at 31 December <strong>2011</strong> 394,801 339,998 0 38,821 3,732 7,809 4,442<br />
Accumulated amortisation and impairment 303,946 99,458 15,530 151,963 21,760 11,499 3,736<br />
Acquisition cost as at 31 December <strong>2011</strong> 698,747 439,456 15,530 190,784 25,492 19,308 8,178<br />
Amortisation periods in years n/a variable 5 variable 20 variable<br />
(x EUR 1,000)<br />
Allocation of goodwill to cash-generating units 31-12-<strong>2011</strong> 31-12-2010<br />
Indaver 326,279 326,428<br />
Milieu 2,486 2,486<br />
Kreekraksluis 1,390 1,390<br />
Zeelandnet 9,843 9,843<br />
Total goodwill 339,998 340,147<br />
56
DELTA Financial statements <strong>2011</strong><br />
General<br />
The economic crisis and a combination of market developments<br />
and product developments led in prior years to a reappraisal of<br />
the recoverable amount of operations in the field of sustainable<br />
energy, resulting in 2010 in a decision to discontinue the solar<br />
energy activities and therefore to write off the entire amount of<br />
the associated intangible assets.<br />
In <strong>2011</strong> there were no significant impairment losses.<br />
Goodwill<br />
IFRS requires an impairment test to be performed each year to<br />
determine whether the carrying amount of goodwill paid in the<br />
past for subsidiaries should be written down.<br />
Software<br />
In connection with the enhancement and replacement of<br />
several important software applications, mainly in connection<br />
with the commercial activities, ICT assets were again phased<br />
out and written down in <strong>2011</strong>, involving a total amount of EUR<br />
9.5 million.<br />
Other movements<br />
The other movements, of EUR 14.3 million negative, concern<br />
the reclassification of the SET Fund investment from intangible<br />
assets to financial assets, owing to measuring the amount of<br />
the investment in the limited partnership at fair value.<br />
Indaver<br />
With regard to Indaver’s activities, impairment calculations<br />
were made at the level of its cash flow generating units. The<br />
management based cash flow predictions on the business<br />
plans for 2012-2014 and in a number of cases on a longer time<br />
frame. An infinite series was used as from the end of the time<br />
frame, taking account of the available information relating to<br />
market developments. No use was made of extrapolations with<br />
growth rates in excess of inflation.<br />
The impairment tests were carried out using a specific discount<br />
rate for each entity. Allowing for the ratio of debt to equity that<br />
is customary in the market and the risk perceptions in each<br />
country and sector, a number of scenarios were worked out with<br />
regard to the discount rate. The discount rate per entity ranged<br />
from 8.1% to 9.7% before tax, account being taken of tax rates<br />
applicable locally.<br />
These calculations gave no grounds for recognising any<br />
impairment.<br />
57
Consolidated financial statements<br />
2. Property, plant and equipment<br />
(x EUR 1,000)<br />
Total<br />
Land and<br />
buildings<br />
Plant and<br />
equipment<br />
Other<br />
assets<br />
Assets<br />
under<br />
construction<br />
Third-party<br />
contributions<br />
2010<br />
Carrying amount as at 1 January 1,032,810 215,626 863,328 27,031 89,778 (162,946)<br />
Investments 131,170 2,215 36,095 2,271 92,299 (1,710)<br />
Capitalized interest 2,112 - - - 2,112 -<br />
Depreciation (97,408) (12,893) (86,267) (4,284) (401) 6,437<br />
Impairements (88,212) (23,415) (49,404) (3,652) (11,741) -<br />
Disposals (6,797) (4,605) (329) (424) (2,102) 663<br />
Change in consolidation 9,949 - 9,949 - - -<br />
Other movements (6,217) 1,638 18,265 (6,854) (15,962) (3,304)<br />
Carrying amount as at 31 December 977,407 178,566 791,637 14,081 153,983 (160,860)<br />
Carrying amount before deduction of contributions 1,138,267 178,566 791,637 14,081 153,983<br />
Accumulated depreciation and impairment 1,203,936 150,930 998,023 54,582 401<br />
Acquisition cost as at 31 December 2,342,203 329,496 1,789,660 68,663 154,384<br />
<strong>2011</strong><br />
Carrying amount as at 1 January 977,407 178,566 791,637 14,081 153,983 (160,860)<br />
Investments 151,329 4,236 20,723 160 127,122 (912)<br />
Capitalized interest 249 - - - 249 -<br />
Depreciation (83,567) (10,931) (76,451) (2,850) - 6,665<br />
Impairements (6,245) (1,218) (2,054) 1,104 (4,077) -<br />
Disposals (3,243) (372) (221) (60) (3,054) 464<br />
Other movements (176) 21,294 166,292 1,862 (190,104) 480<br />
Carrying amount as at 31 December 1,035,754 191,575 899,926 14,297 84,119 (154,163)<br />
Carrying amount before deduction of contributions 1,189,917 191,575 899,926 14,297 84,119<br />
Accumulated depreciation and impairment 1,300,413 163,079 1,076,528 56,328 4,478<br />
Acquisition cost as at 31 December 2,490,330 354,654 1,976,454 70,625 88,597<br />
Depreciation periods in years 10 - 40 7 - 40 5 - 15 n/a<br />
The investments in plant and equipment (including the movements in assets under construction) mainly relate to the expansion and replacement of electricity and gas<br />
network assets (network operations) and the expansion and upgrading of waste processing plant and equipment (Indaver). The completion of the Meath Waste-to-Energy<br />
Facility (in Ireland) at the end of September <strong>2011</strong> explains the large movement from assets under construction to plant and equipment.<br />
The impairment mainly relates to the preparation costs capitalised in the past in connection with obtaining permits for a second waste-to-energy facility in Ireland<br />
(EUR 4.1 million). By contrast, the write-down of the assets of DELTA Industriële Reiniging made in 2010 has been reversed on the basis of the latest development in the<br />
value in use.<br />
As required by IFRIC 18, with effect from 1 January 2009, contributions received from third parties towards the costs of constructing property, plant and equipment are no<br />
longer deducted from the carrying amount of the assets concerned but recognised instead as deferred revenue.<br />
58
DELTA Financial statements <strong>2011</strong><br />
3. Interests in joint ventures, investments in associates and other investments<br />
(x EUR 1,000)<br />
Total Joint Ventures Associates Other investments<br />
Carrying amount as at 1 January 2010 548,271 485,776 54,780 7,715<br />
Investments/Disposals 1,035 - 1,035 -<br />
Dividends received (65,711) (61,621) (3,669) (421)<br />
Repayments of capital (13,584) (13,584) - -<br />
Share of profits 62,993 56,693 5,415 886<br />
Impairment (10,755) - (10,755) -<br />
Other movements (687) (1,174) 487 0<br />
Carrying amount as at 31 December 2010 521,563 466,090 47,294 8,179<br />
Carrying amount as at 1 January <strong>2011</strong> 521,563 466,090 47,294 8,179<br />
Fair Value adjustments 23,115 - - 23,115<br />
Acquisitions 137,226 137,000 226 -<br />
Negative goodwill 153,979 153,979 - -<br />
Investments/Disposals (1,300) - - (1,300)<br />
Dividends received (59,311) (48,505) (5,217) (5,589)<br />
Share of profits 71,778 60,901 10,602 275<br />
Other movements 20,759 7,046 (78) 13,791<br />
Carrying amount as at 31 December <strong>2011</strong> 867,809 776,511 52,827 38,471<br />
On 30 September <strong>2011</strong>, DELTA acquired an additional interest of 20% in N.V. EPZ, realising a significant book profit (negative goodwill) on the transaction.<br />
DELTA simultaneously acquired additional tolling agreement rights to take EPZ’s electricity generation output. In view of an expected decision in 2012 concerning<br />
proportionate consolidation, for the present DELTA opted to value the interest in EPZ on an equity basis. IAS 28 requires fair value gains and losses relating to investments<br />
in associates and joint ventures to be recognised in the share in the results of joint ventures and associates. Therefore, the bookprofit on realisation was justified.<br />
The consequences in connection with the recognition of deferred tax liabilities are accounted for in the balance sheet as tax assets or tax liabilities as the case may be.<br />
In <strong>2011</strong>, the shares of KEMA were offered for sale, allowing the market value of the shares held by DELTA to be measured reliably and recognised at fair value.<br />
The revaluation of the investment in N.V. KEMA is included in other investments.<br />
Initially, the investment in SET Fund was based on a zero-return basis. As per <strong>2011</strong>, that is no longer reality. Therefore, the investment in SET Fund has been relocated from<br />
‘intangible assets’ to ‘other investments’ and is priced at fair value. This has resulted in an impairment of EUR 5 million, lowering the net result by the same number.<br />
59
Consolidated financial statements<br />
3.1 Joint ventures<br />
Summarised balance sheet and income statement information relating to the principal joint ventures (based on 100% interest):<br />
(x EUR 1,000)<br />
Balance sheet 31-12-<strong>2011</strong> 31-12-2010<br />
Property, plant and equipment 1,850,442 1,884,471<br />
Financial assets 193,739 164,648<br />
Current assets 208,739 223,985<br />
Cash and cash equivalents 330,892 330,685<br />
Total assets 2,583,812 2,603,789<br />
Shareholders’ equity 553,857 550,435<br />
Provisions 608,289 521,440<br />
Non-current liabilities 923,570 1,080,082<br />
Current liabilities 498,095 451,832<br />
Total equity and liabilities 2,583,812 2,603,789<br />
Result <strong>2011</strong> 2010<br />
Total income 875,504 810,447<br />
Total expenses 738,541 687,863<br />
Balance 136,963 122,584<br />
The above information relates to the principal joint ventures in which DELTA has an interest, viz.: the electricity generators N.V. EPZ, Elsta B.V. and Sloe Centrale Holding<br />
B.V., the water company Evides N.V. and the waste-to-energy company Sleco-Centrale N.V.<br />
60
DELTA Financial statements <strong>2011</strong><br />
3.2 Associates<br />
Summarised balance sheet and income statement information relating to the principal associates (based on 100% interest):<br />
(x EUR 1,000)<br />
Balance sheet 31-12-<strong>2011</strong> 31-12-2010<br />
Property, plant and equipment 325,025 184,042<br />
Financial assets 602 7,259<br />
Current assets 28,483 22,710<br />
Cash and cash equivalents 25,804 65,627<br />
Total assets 379,913 279,638<br />
Shareholders’ equity 168,127 86,956<br />
Provisions 7,910 11,458<br />
Non-current liabilities 102,531 144,560<br />
Current liabilities 101,346 36,664<br />
Total equity and liabilities 379,913 279,638<br />
Result <strong>2011</strong> 2010<br />
Total income 151,587 153,560<br />
Total expenses 121,709 124,716<br />
Balance 29,877 28,844<br />
This information relates to the principal associates in which DELTA has an interest, viz.: landfill company Intercommunale Hooge Maey cvba and waste-to-energy company<br />
AZN Holding B.V.<br />
In 2010, the numbers were based on the final annual report figures of concerning entities. In <strong>2011</strong>, numbers are based on the last known information within DELTA.<br />
61
Consolidated financial statements<br />
3.3 Other investments<br />
All reported entities presented as other investments are<br />
included in the list of non-consolidated companies. The<br />
interests in Decu Beheer B.V. (60%) and Decu C.V. (60%) are<br />
also classed as ‘financial instrument’ as DELTA is unable to<br />
influence the operating processes at all.<br />
In May <strong>2011</strong>, the subsidiary Indaver sold its interest in GRL<br />
Glasrecycling N.V<br />
In connection with the implementation of the Borssele<br />
convenant, the Sustainable Energy Technology Fund<br />
(SET-Fund I C.V.) was set up in 2007, with the then energy<br />
companies DELTA (via DELTA Investeringsmaatschappij B.V.<br />
as silent partner) and Essent both having an interest of 50%.<br />
Having regard to the Fund’s articles of association and the<br />
altered shareholding in N.V. EPZ, a new SET-Fund II CV was<br />
established on 23 December <strong>2011</strong> in which DELTA has a 70%<br />
interest and Essent (RWE) a 30% interest in the initial capital<br />
of EUR 10 million. In view of the limited degree of control,<br />
the investments in both entities are classed as financial<br />
instruments and recognised at fair value.<br />
62
DELTA Financial statements <strong>2011</strong><br />
3.4 Transactions with related parties<br />
(x EUR 1,000)<br />
Elsta B.V en Co C.V.<br />
Elsta B.V.<br />
Sales Purchases Trade Trade payables Loans granted Interest<br />
receivables<br />
% Interest <strong>2011</strong> 2010 <strong>2011</strong> 2010 31-12-<strong>2011</strong> 31-12-2010 31-12-<strong>2011</strong> 31-12-2010 31-12-<strong>2011</strong> 31-12-2010 <strong>2011</strong> 2010<br />
24.75%<br />
25.00%<br />
3,524 3,726 27,107 27,021 359 13,915 2,757 303 132 - - -<br />
N.V. EPZ 70.00% 18,421 42,983 184,775 140,709 262 2,973 3,084 3,807 - - - (2,471)<br />
Sloecentrale Holding B.V. 50.00% 524 1,174 32,616 39,032 47 185 10,021 10,135 - - - -<br />
BMC Moerdijk B.V. 50.00% 2,473 1,616 5,014 5,605 441 133 1,334 524 14,823 16,004 1,087 1,091<br />
Zebra Gasnetwerk B.V. 33.33% 830 - 3,808 233 403 - 375 15 - - 570 -<br />
IC Hooge Maey cvba 30.00% 825 1,090 771 178 115 330 299 118 - - - -<br />
Sleco Centrale N.V. 50.00% 18,730 45,702 55,986 50,629 3,153 2,766 4,948 5,066 4,000 (13,300) - (15)<br />
Evides N.V. 50.00% 33,786 17,233 - - 2,750 4,428 - 4,660 - - - -<br />
Total 79,115 113,524 310,077 263,408 7,530 24,730 22,818 24,628 18,955 2,704 1,657 (1,395)<br />
Transactions with related parties are conducted at arm’s length prices. N.V. EPZ, Elsta B.V. and Sloe Centrale B.V. operate on the basis of telling agreements<br />
(effectively on a cost-plus basis).<br />
Sleco Centrale N.V. also has an internal pricing structure not related to current market prices. Other transactions are at arm’s length.<br />
No allowance for doubtful receivables has been recognised for receivables from related parties since there is no need to do so.<br />
Although DELTA’s shareholders (provincial and municipal authorities) are related parties, there are no material transactions between DELTA and its shareholders.<br />
63
Consolidated financial statements<br />
4. Other financial assets<br />
(x EUR 1,000)<br />
Total<br />
Loans to joint ventures<br />
and associates etc,<br />
Deferred tax<br />
asset<br />
Other financial<br />
assets<br />
Carrying amount as at 1 January 2010 158,845 15,797 88,580 54,468<br />
Change in consolidation (1,785) - (1,785) -<br />
Reversal of current portion 5,561 1,051 - 4,510<br />
New loans 2,342 1,914 - 428<br />
Results 3,428 (2,964) 28,282 (21,890)<br />
Repayments (14,059) (1,003) - (13,056)<br />
Transferred to equity as hedge reserve (35,206) - (35,206) -<br />
Impairment (3,598) - (3,598) -<br />
Other movements 15,628 130 14,783 715<br />
Carrying amount as at 1 January <strong>2011</strong> (long term) 131,156 14,925 91,056 25,175<br />
Current portion of financial assets (4,029) (1,150) - (2,879)<br />
Carrying amount as at 1 January <strong>2011</strong> 127,126 13,775 91,056 22,295<br />
Reversal of current portion 4,030 1,150 - 2,880<br />
New loans 5,407 4,818 - 589<br />
Results (30,761) - (30,761) -<br />
Repayments (14,555) (23) - (14,532)<br />
Transferred to equity as hedge reserve 16,098 - 16,098 -<br />
Impairment (2,300) - - (2,300)<br />
Other movements (129) - (543) 413<br />
Carrying amount as at 31 December <strong>2011</strong> (long-term) 104,916 19,720 75,851 9,345<br />
Current portion of financial assets (5,390) (5,350) - (40)<br />
Carrying amount as at 31 December <strong>2011</strong> 99,526 14,370 75,851 9,305<br />
4.1 Loans to joint ventures, associates etc.<br />
This concerns loans to joint ventures, associates and other<br />
investment entities. The loans are stated at face value. Of<br />
these loans, an amount of EUR 13.4 million is in the form of<br />
subordinated loans. As at year-end <strong>2011</strong>, the weighted average<br />
interest rate was 7.3% (2010:7.3%).<br />
64
DELTA Financial statements <strong>2011</strong><br />
4.2 Deferred tax assets<br />
(x EUR 1,000)<br />
31-12-<strong>2011</strong> 31-12-2010<br />
Intangible assets and property, plant and equipment 50,090 53,124<br />
Financial assets (55,718) -<br />
Provisions 53,882 18,580<br />
Unutilised tax losses 24,567 31,923<br />
Hedge reserve pursuant to IAS39/derivatives 2,674 (13,027)<br />
Other 355 457<br />
Total deferred tax asset 75,851 91,056<br />
Deferred tax assets relate to the carrying amounts of intangible<br />
assets, property, plant and equipment and previously<br />
recognised provisions. The deferred tax asset relating<br />
to intangible assets and property, plant and equipment is<br />
largely the result of differences between the tax bases and<br />
the carrying amounts for reporting purposes in the balance<br />
sheet at 1 January 1998 (opening balance sheet for tax purposes<br />
for DELTA).<br />
The deferred tax liability is related to the acquisition of the 20%<br />
interest in N.V. EPZ, due to the negative goodwill that has been<br />
processed in the result.<br />
A deferred tax asset is recognised at some companies for tax<br />
loss carry forwards that can be expected to be set against<br />
taxable profits in the years ahead. Talks were being held with<br />
the Dutch Tax Administration at the end of the reporting period<br />
to reach agreement on the amount of these carry forward<br />
losses.<br />
The outcome of these talks may lead to changes in the deferred<br />
tax asset. The deferred tax assets in respect of tax loss carry<br />
forwards are reviewed each year and recognised to the extent<br />
that the losses can be expected to be set against future taxable<br />
profits.<br />
Since 2006, a hedge reserve for unrealised fair value gains<br />
and losses on derivatives/trading contracts has also been<br />
recognised in compliance with IAS 39/32. A deferred tax asset<br />
is also recognised in respect of these unrealised fair value<br />
gains and losses. As at year-end <strong>2011</strong>, this hedge reserve was<br />
negative (therefore an asset), resulting in an increase in the<br />
deferred tax asset.<br />
As at year-end <strong>2011</strong>, a deferred tax asset amounting to<br />
EUR 21.9 million was not recognised in the balance sheet<br />
because of uncertainty as to when the related tax loss carry<br />
forwards (in the Netherlands and in other countries) might be<br />
utilised or the asset might be realised.<br />
4.3 Other financial assets<br />
In <strong>2011</strong>, sale-and-leaseback contracts were terminated. The<br />
repayments received relate to the return of funds placed on<br />
deposit; under the terms of the sale-and-leaseback contracts,<br />
the purchase prices were placed on deposit in favour of the<br />
lessor by way of security. The other financial assets as at yearend<br />
<strong>2011</strong> are mainly made up of prepayments.<br />
65
Consolidated financial statements<br />
5. Derivatives and risk management<br />
DELTA N.V. trades in contracts for gas, electricity, coal, oil,<br />
CO 2<br />
certificates and currencies relating to the current year and<br />
the three following years. DELTA N.V. regards the markets for<br />
these commodities to be liquid over this time horizon: reliable<br />
prices are available for them from brokers, markets and<br />
suppliers of price information. Fair values for these contracts<br />
are calculated on the basis of these published prices; in-house<br />
valuation models are not used. Adjustments are only made to<br />
the published prices for the months, quarters or years ahead<br />
in order to match the relative periods in the trading systems.<br />
The prices for delivery beyond 36 months are arrived at by<br />
extrapolation.<br />
DELTA has a contractual obligation to settle forward contracts<br />
on maturity.<br />
This section covers the following topics:<br />
5.1. Derivatives<br />
5.1.1. Relationships of derivatives in the financial statements<br />
5.1.2. Derivatives position<br />
5.1.3. Changes in the hedge reserve<br />
5.1.4. Hierarchy of financial instruments<br />
5.2. Risk management<br />
5.2.1. Risk management<br />
5.2.2. Market risks<br />
5.2.3. Liquidity risk<br />
5.2.4. Credit risk<br />
To hedge interest rate risks, DELTA makes use of derivatives<br />
such as interest rate swaps. The effect of this type of swap<br />
contract is to change loans contracted at floating rates into<br />
fixed-rate loans.<br />
66
DELTA Financial statements <strong>2011</strong><br />
5.1 Derivatives<br />
5.1.1 Relationships of derivatives in the financial statements<br />
(x EUR 1,000)<br />
Assets<br />
<strong>2011</strong><br />
Balance of derivatives<br />
Assets<br />
2010<br />
Liabilities<br />
<strong>2011</strong><br />
Liabilities<br />
2010<br />
Changes in derivatives<br />
Change in <strong>2011</strong>,<br />
assets<br />
Derivatives on the balance sheet (see 5.1.2)<br />
Non-current assets 68,007 51,575 16,432<br />
Current assets 230,250 219,469 10,781<br />
298,257 271,044 27,213<br />
Change in <strong>2011</strong>,<br />
liabilities<br />
Non-current liabilities 77,149 31,209 45,940<br />
Current liabilities 223,724 164,677 59,047<br />
300,873 195,886 104,987<br />
Other balance sheet items relating to<br />
derivatives<br />
Hedge reserve (see 5.1.3) (6,044) 41,837 (47,881)<br />
Deferred tax (see 5.1.3) (2,674) 13,027 (15,701)<br />
Non-controlling interest connected with swaps<br />
(904) (1,366) 462<br />
(see 5.1.3)<br />
Sub total (9,622) 53,498 (63,120)<br />
Purchase of interest rate derivatives by DNWB 2,250 2,250<br />
Changes in equity through profit or loss (1,453) 247 (1,700)<br />
Fair value changes in equity through profit or<br />
6,209 19,163 (12,954)<br />
loss<br />
(2,616) 75,158 (77,774)<br />
Total 298,257 271,044 298,257 271,044 27,213 27,213<br />
67
Consolidated financial statements<br />
5.1.2 Derivatives position<br />
(x EUR 1,000)<br />
Assets Liabilities Net<br />
Non-current Current Non-current Current<br />
<strong>2011</strong> 2010 <strong>2011</strong> 2010 <strong>2011</strong> 2010 <strong>2011</strong> 2010 <strong>2011</strong> 2010<br />
Commodity contracts<br />
Gas 23,194 29,844 152,004 151,606 (33,408) (10,164) (145,584) (111,135) (3,794) 60,151<br />
Electricity 27,101 4,604 27,446 26,972 (19,508) (10,631) (28,277) (20,691) 6,762 254<br />
Coal 428 5,951 5,523 25,466 (1,733) (2,798) (11,219) (18,480) (7,001) 10,139<br />
Oil 2,013 509 5,368 3,461 (623) - (2,498) (871) 4,260 3,099<br />
Other 1,306 961 10,592 2,001 (13,722) (2,195) (16,218) (5,924) (18,042) (5,157)<br />
Other derivatives<br />
Foreign exchange<br />
13,167 7,162 29,176 9,963 (5,667) (878) (16,807) (2,406) 19,869 13,841<br />
contracts<br />
Interest rate swaps 798 2,544 141 - (2,488) (4,543) (3,121) (5,169) (4,670) (7,168)<br />
Total 68,007 51,575 230,250 219,469 (77,149) (31,209) (223,724) (164,676) (2,616) 75,159<br />
An amount of EUR 63.1 million negative (2010: EUR 139.0 million positive) of the gains and losses on these contracts has been recognised in the hedge reserve.<br />
68
DELTA Financial statements <strong>2011</strong><br />
5.1.3 Changes in the hedge reserve<br />
The changes in the fair value after tax of the derivatives are included in the hedge reserve. This reserve is not freely distributable.<br />
The movements in the hedge reserve over the past two years are presented below.<br />
(x EUR 1,000)<br />
COMMODITY CONTRACTS<br />
SWAPS<br />
Gas Electricity<br />
Coal Oil CO 2<br />
Forex Total Interest Total<br />
rate<br />
swaps<br />
2010<br />
Hedge reserve at 1-1-2010 (gross) (88,908) 45,217 (12,099) (113) (12,972) (2,554) (71,429) (14,051) (85,480)<br />
Changes in 2010<br />
Recognised directly in equity 73,268 (11,668) 12,335 (21) 2,888 6,054 82,856 (4,001) 78,855<br />
Released to income 76,682 (42,321) 9,801 9 6,061 1,503 51,735 8,386 60,121<br />
Total changes in 2010 149,950 (53,989) 22,136 (12) 8,949 7,557 134,591 4,385 138,976<br />
Hedge reserve at 31-12-2010<br />
61,042 (8,772) 10,037 (125) (4,023) 5,003 63,162 (9,666) 53,496<br />
(gross)<br />
Deferred tax (15,260) 2,193 (2,509) 31 1,006 (1,251) (15,790) 2,764 (13,026)<br />
Non-controlling interest 1,366 1,366<br />
Hedge reserve at 31-12-2010 45,783 (6,579) 7,528 (94) (3,017) 3,752 47,373 (5,536) 41,837<br />
<strong>2011</strong><br />
Hedge reserve 1-1-<strong>2011</strong> (gross) 61,042 (8,772) 10,037 (125) (4,023) 5,003 63,162 (9,666) 53,496<br />
Changes in <strong>2011</strong><br />
Recognised directly in equity (22,373) 9,530 (8,196) 1,645 (14,482) 12,536 (21,340) (970) (22,310)<br />
Released to income (37,560) 1,517 (5,649) 1,386 (3,007) (2,663) (45,976) 5,168 (40,808)<br />
Total changes <strong>2011</strong> (59,933) 11,047 (13,845) 3,031 (17,489) 9,873 (67,316) 4,198 (63,118)<br />
Hedge reserve 31-12-<strong>2011</strong> (gross) 1,109 2,275 (3,808) 2,906 (21,512) 14,876 (4,154) (5,468) (9,622)<br />
Deferred tax (277) (569) 952 (727) 5,378 (3,719) 1,039 1,636 2,675<br />
Non-controlling interest 904 904<br />
Hedge reserve at 31-12-<strong>2011</strong> 832 1,706 (2,856) 2,180 (16,134) 11,157 (3,116) (2,928) (6,044)<br />
69
Consolidated financial statements<br />
The composition of the hedge reserve in relation to the commodities, on a gross basis, as at year-end <strong>2011</strong> is attributable as follows<br />
to the years ahead:<br />
(x EUR 1,000)<br />
COMMODITY CONTRACTS<br />
Gas Electricity Coal Oil CO 2<br />
Forex Total<br />
2012 7,367 (5,245) (3,098) 2,457 (7,532) 8,204 2,154<br />
2013 2,204 701 (710) 200 (9,236) 4,139 (2,701)<br />
2014 (8,608) 6,879 - 248 (4,744) 2,533 (3,692)<br />
2015 145 (60) - - - - 85<br />
Total 1,109 2,275 (3,808) 2,906 (21,512) 14,876 (4,154)<br />
The release from the hedge reserve to profit or loss is recognised in the gross operating margin.<br />
The timing of the expected cash flows does not always coincide<br />
with their recognition in the income statement. This is because<br />
some hedges have a ‘timing effect’. This is the case, for<br />
example, with the majority of gas hedges, in that the gas price<br />
for the first quarter of a year may be determined by the average<br />
oil price over the six months preceding that quarter. The value<br />
of the swaps used in such a hedging relationship, settlement<br />
of which takes place in the six months preceding the quarter<br />
in which delivery is made, is recognised in the hedge reserve<br />
up to the beginning of the delivery quarter, with the gain or<br />
loss recognised in income in the first quarter of delivery. The<br />
maximum time lag on contracts in a hedging relationship is nine<br />
months. During the reporting period, there were no hedging<br />
relationships that were discontinued because an expected<br />
transaction did not go ahead.<br />
70
DELTA Financial statements <strong>2011</strong><br />
5.1.4 Hierarchy of financial instruments<br />
The financial instruments, measured at fair value, are classified in accordance with the following hierarchy<br />
as required by IFRS 7 Financial Instruments:<br />
Level 1:<br />
Quoted prices (not adjusted) in active markets for identical assets or liabilities;<br />
Level 2:<br />
Inputs other than the quoted prices in level 1 that are observable for an asset or liability, either directly (i.e. as prices) or indirectly<br />
(i.e. derived from prices);<br />
Level 3:<br />
Inputs for the asset or liability that are not based on observable market data (unobservable inputs).<br />
(x EUR 1,000)<br />
Fair value hierarchy<br />
Total as at 31 December Level 1: Level 2: Level 3:<br />
<strong>2011</strong> 2010 <strong>2011</strong> 2010 <strong>2011</strong> 2010 <strong>2011</strong> 2010<br />
Assets<br />
Derivatives 298,257 271,044 - - 298,257 271,044 - -<br />
Equity investments < 20% 29,273 7,795 - - - - 29,273 7,795<br />
Total assets 327,530 278,839 - - 298,257 271,044 29,273 7,795<br />
Equity and liabilities<br />
Derivatives 300,873 195,885 - - 300,873 195,885 - -<br />
Put options 146,511 138,913 - - - - 146,511 138,913<br />
Total equity and liabilities 447,384 334,798 - - 300,873 195,885 146,511 138,913<br />
The fair value of financial instruments (< 20%) rose compared<br />
with the position as at year-end 2010, mainly owing to the<br />
revaluation of the investment in N.V. KEMA.<br />
The put options were distributed to the minority shareholders<br />
with regard to the acquisition of Indaver in 2007. The options<br />
can be exercised from March 2012 to the end of 2014.<br />
Profit attributable to non-controlling interests is added to the<br />
value of the put-option. The exercise price of the put option can<br />
be determined using the discounted cashflow method, taking<br />
several estimates into account. For this reason, DELTA uses a<br />
bandwidth determining the fair value of the put options. The<br />
valuation as at balance date falls within this bandwidth.<br />
There were no reclassifications in <strong>2011</strong> from one level of the fair<br />
value hierarchy to another.<br />
71
Consolidated financial statements<br />
5.2 Risk management<br />
5.2.1 Risk management<br />
DELTA’s risk management policy is designed to limit the<br />
consequences of price volatility in the short term and to track<br />
current market prices in the long term. The Risk Management<br />
Committee, which reports direct to the Executive Board, has<br />
adopted a system of procedures and limits for controlling risks.<br />
These include risk management procedures and guidelines<br />
relating to the company as a whole and procedures and<br />
guidelines covering specific areas.<br />
5.2.2 Market risks<br />
5.2.2.1 Commodity prices<br />
Market risks arise from price movements on the markets on<br />
which DELTA buys and sells (gas, electricity, coal, oil, CO 2<br />
emission rights, currencies, transport capacity, import/export<br />
capacity etc.) These risks are managed systematically, by<br />
buying or selling forward, depending on expected price trends.<br />
The positions are monitored on a daily basis. Trading risks are<br />
mitigated by strictly enforcing a system of limits.<br />
The Risk Management Committee is responsible for enforcing<br />
the risk management policy. The Group Internal Control<br />
department is responsible for the operational conduct of the<br />
oversight and reports to the Risk Management Committee.<br />
DELTA mitigates commodity market risks, currency risks,<br />
interest rate risks, liquidity risks and credit risks by means of<br />
financial instruments, subject to the conditions laid down in the<br />
Risk Policy Document and the Treasury Charter.<br />
The following paragraphs describe the various types of risk and<br />
the way in which DELTA manages the related exposures.<br />
72
DELTA Financial statements <strong>2011</strong><br />
5.2.2.2 Value at Risk<br />
DELTA uses the Value at Risk (VaR) method to assess market<br />
risks on the commodity markets in which it operates. The<br />
method involves various assumptions regarding possible<br />
changes in market conditions. The VaR method is an important<br />
tool to assess market risks within DELTA. The method identifies<br />
the maximum losses likely to be incurred as a result of price<br />
changes over a three-day period with a confidence level of<br />
95% (i.e. the maximum loss might exceed the VaR limit in<br />
just 5% of cases). The VaR is calculated using Monte Carlo<br />
simulations based on historical volatilities and correlations.<br />
Since portfolios include opposing positions and there is an<br />
underlying correlation, the VaR on the total portfolio is smaller<br />
than the sum of that on the individual portfolios.<br />
The VaR method is an important tool for managing the<br />
portfolios within DELTA and the value at risk is therefore<br />
calculated and reported each day. In mid-<strong>2011</strong>, the basis<br />
on which the total portfolio is subdivided was changed. For<br />
comparison purposes, the VaR on the total portfolio as at yearend<br />
<strong>2011</strong> is presented according to both the old and the new<br />
subdivision.<br />
Although the VaR for the Asset Book and for the total portfolio<br />
is reported on a daily basis, it is not used as a management<br />
parameter. The Asset Book is hedged on the basis of a<br />
predetermined disposal schedule to establish the average<br />
market value. Departures from the disposal schedule come<br />
into Trade Books, for which the VaR is the key measure of risk.<br />
During the year, the parameter was within limits.<br />
(x EUR 1,000)<br />
Previous methodology<br />
Value at Risk<br />
31/12/2010 31/12/<strong>2011</strong><br />
Trading portfolio 2,275 1,537<br />
Gas hedge portfolio 1,768 2,223<br />
Sales portfolio 747 83<br />
Generation & Allocation-portfolio 13,099 12,479<br />
Diversification across portfolios (5,383) (4,894)<br />
Total 12,506 11,428<br />
New methodology<br />
Value at Risk<br />
31/12/<strong>2011</strong><br />
Asset Book 11,436<br />
Trade Books 2,097<br />
Diversification Portfolio’s (2,105)<br />
Total 11,428<br />
73
Consolidated financial statements<br />
5.2.2.3 Cash flow hedges<br />
DELTA uses financial instruments to prevent fluctuations in<br />
expected cash flows in so far as possible. In order to control<br />
the consequences of future movements in market prices, DELTA<br />
uses derivatives such as forwards, options and swaps. The<br />
hedging instruments are derivatives in the commodities traded<br />
by DELTA that are concluded to mitigate cash flow, price and<br />
currency risks. Hedge accounting is applied to cushion the total<br />
change in value of these derivatives.<br />
Where permitted, DELTA accounts for these financial<br />
instruments and physical purchase and sale contracts in a<br />
cash flow hedge in accordance with IAS 39. The item hedged<br />
is the future purchase transaction (power stations, long-term<br />
sourcing) or gas and electricity sales transaction.<br />
(x EUR 1,000)<br />
AMOUNT AT FAIR VALUE<br />
<strong>2011</strong> 2012 2013 2014 2015 and beyond Total Average price Contract value<br />
Gas forwards (3,805) 752 (10,561) - (13,614) 0.249 (379,492)<br />
Electricity forwards (505) 1,549 9,812 - 10,855 56.043 194,225<br />
Coal swaps (1,622) (687) - - (2,309) 89.742 (67,092)<br />
Oil swaps 1,781 658 367 - 2,807 664.125 (151,765)<br />
CO 2<br />
forwards (5,903) (8,189) (4,747) - (18,839) 14.476 (42,423)<br />
Currency swaps 9,070 3,694 3,070 - 15,834 0.865 (357,443)<br />
Total (984) (2,223) (2,060) - (5,266)<br />
2010 <strong>2011</strong> 2012 2013 2014 and beyond Total Average price Contract value<br />
Gas swaps 1,560 - - - 1,560 0.24 54,880<br />
Gas swap (Heren) 3,903 - - - 3,903 0.22 (60,644)<br />
Gas forwards 26,437 14,892 1,297 - 42,626 0.21 (322,471)<br />
Electricity forwards 7,825 (1,234) (2,289) - 4,302 56.24 33,179<br />
Coal swaps 6,491 1,797 747 - 9,035 75.85 (66,194)<br />
Oil forwards (196) - - - (196) 563.29 5,971<br />
Oil swaps 320 196 - - 516 573.64 (11,139)<br />
CO 2<br />
forwards (3,443) (753) (668) - (4,864) 16.71 (37,675)<br />
Currency swaps 1,952 3,496 279 - 5,727 0.97 (194,508)<br />
Total 44,849 18,394 (634) - 62,609<br />
74
DELTA Financial statements <strong>2011</strong><br />
The hedge reserve includes changes in the value of underlying<br />
derivatives in the period in which they are included in an<br />
effective hedge. The derivatives presented in the analysis of<br />
cash flow hedges concern the derivatives that were part of a<br />
hedging relationship on the balance sheet date.<br />
A mismatch occurs because:<br />
• the analysis of cash flow hedges also includes the ineffective<br />
portion of the hedging instrument;<br />
• the gains and losses on the hedging instrument prior to the<br />
inception of a hedging relationship are also included in the<br />
analysis of cash flow hedges;<br />
• also included in the hedging reserve are the gains and losses<br />
on the hedging instruments which were part of a hedging<br />
relationship in the past but which were no longer part of such<br />
a relationship at year-end.<br />
The amounts recognised in the hedge reserve take account<br />
of the date on which an instrument was designated as part<br />
of a hedging relationship, which may be different from the<br />
date of the associated trade. In addition, only the gains and<br />
losses in the fair value of the effective portion of the hedging<br />
instruments are recognised in the hedge reserve.<br />
5.2.2.4 Currency risk<br />
Currency risk concerns the price risk related to exchange rate<br />
movements. DELTA’s risk policy is to hedge currency risks on<br />
positions in foreign currencies. To hedge the risks, DELTA uses<br />
financial instruments to prevent fluctuations in expected cash<br />
flows in so far as possible. Currency positions resulting from<br />
contracts, including commodity contracts, are reported to the<br />
Treasury Department on a daily basis for hedging at group level.<br />
Currency risk limits are set periodically in consultation with the<br />
Risk Management Committee and monitored by the Treasury<br />
Department.<br />
The following exchange rates were used for translating the<br />
amounts of items denominated in foreign currencies on the face<br />
of the balance sheet:<br />
30/12/<strong>2011</strong> 31/12/2010<br />
Middle rates<br />
US dollar 1.2933 1.3375<br />
Pound sterling 0.8353 0.8616<br />
75
Consolidated financial statements<br />
5.2.2.5 Interest rate risk<br />
DELTA’s interest rate risk policy is to limit the effect of interest<br />
rate fluctuations. To hedge the risks, DELTA makes use of<br />
derivatives such as interest rate swaps.<br />
Hedged loans<br />
DELTA has a number of interest rate swaps. All the swaps<br />
were effective at the end of the reporting period. Sensitivity is<br />
measured by increasing or decreasing the floating spot by 10%.<br />
The swaps remained effective. Several of these interest rate<br />
derivatives can be classified as option contracts, which qualify<br />
for the exemption referred to in IAS 39, paragraph 74. The<br />
change in the fair value is accounted for in the hedge reserve<br />
with the change in the time value recognised through profit or<br />
loss. The following table shows the effect of a 10% increase and<br />
a 10% decrease compared with the carrying amounts as at 31<br />
December <strong>2011</strong>.<br />
(x EUR 1,000)<br />
Position as at<br />
31 December<br />
Value based<br />
on yield curve<br />
10% increase 10% decrease<br />
Increase in value<br />
relative to<br />
carrying amount<br />
Value based<br />
on yield curve<br />
Decrease in value<br />
relative to<br />
carrying amount<br />
<strong>2011</strong> 2010 <strong>2011</strong> 2010 <strong>2011</strong> 2010 <strong>2011</strong> 2010 <strong>2011</strong> 2010<br />
Derivatives<br />
Derivatives (4,670) (7,168) (4,103) (5,656) 568 1,512 (5,196) (8,564) (526) (1,396)<br />
Deferred tax on derivatives 1,636 2,765 1,545 2,419 (91) (346) 1,728 2,975 92 210<br />
Total (3,034) (4,403) (2,558) (3,237) 476 1,166 (3,469) (5,589) (434) (1,186)<br />
Interest rate swaps<br />
Hedge reserve 2,928 5,534 2,757 4,737 (171) (797) 3,100 5,929 172 395<br />
Non-controllig interest 904 1,366 854 1,238 (50) (128) 955 1,486 50 120<br />
Total 3,832 6,900 3,611 5,975 (222) (925) 4,055 7,415 222 515<br />
Gains and losses on swaps<br />
Total 1,453 (246) 1,198 (487) (255) (241) 1,665 425 212 671<br />
76
DELTA Financial statements <strong>2011</strong><br />
As at 31 December <strong>2011</strong>, the interest rate derivatives position<br />
represented a loss. An upward movement of the yield curve<br />
reduces this loss.<br />
The hedge reserve relating to interest rate swaps as at 31<br />
December <strong>2011</strong> represented a debit item in equity. An upward<br />
movement of the yield curve reduces the amount of this debit.<br />
Unhedged loans<br />
If the interest rates on unhedged variable rate loans had been<br />
10% higher or lower at the end of the reporting period and<br />
all other variables remain constant, the profit or loss (before<br />
non-controlling interests) would have been EUR 0.6 million per<br />
annum lower or higher, respectively.<br />
5.2.3. Liquidity risk<br />
Liquidity risk is the risk that DELTA might not have sufficient<br />
funds available to settle its liabilities.<br />
DELTA’s capital management policy focuses on centralising<br />
cash management and funding and borrowing repayment<br />
operations at holding company level as far as possible. A<br />
financing plan is prepared each year on the basis of the<br />
business plan, giving direction to the activities of the DELTA<br />
N.V. Treasury department.<br />
This includes the annual determination of the ratio of current to<br />
non-current borrowings.<br />
In order to provide the flexibility required for executing strategic<br />
projects, DELTA has standby credit facilities available up to<br />
a limit of EUR 500 million, from which an amount of EUR 300<br />
million was drawn down as at year-end <strong>2011</strong>.<br />
Two businesses within the DELTA group look after their own<br />
finances, viz.:<br />
1. The Indaver group manages the liquidity risk and<br />
funding risk within the framework of the DELTA policy, by<br />
maintaining adequate reserves and ample committed credit<br />
lines. The Indaver group had borrowings and credit facilities<br />
totalling EUR 324 million as at year-end <strong>2011</strong>, of which EUR<br />
107.8 million remains to be drawn down.<br />
2. DELTA Netwerkbedrijf, as required by the Independent<br />
Network Management Act (WON), had a separate credit<br />
facility of EUR 190 million as at balance sheet date.<br />
DELTA’s corporate credit rating by Standard & Poor’s improved<br />
in <strong>2011</strong> from BBB to BBB + with a stable outlook.<br />
77
Consolidated financial statements<br />
In order to provide a view of the liquidity risk, the following<br />
table presents the contractual maturities of the financial<br />
liabilities.<br />
The contractual maturities of the financial obligations reflect<br />
the expected outgoing cash flows relating to the financial<br />
commitments entered into as at balance sheet date. ‘Other’<br />
contractual maturities contains mainly tax, deferred revenue<br />
and the put option.<br />
(x EUR 1,000)<br />
Contractual maturities of financial obligations as at 31 december <strong>2011</strong><br />
< 1 year 1-5 years > 5 years Total<br />
Trade payables 324,381 - - 324,381<br />
Interest-bearing loans 97,801 468,649 116,857 683,307<br />
Derivatives 223,724 77,149 - 300,873<br />
Other 308,628 97,298 2,273 408,199<br />
Total 954,534 643,096 119,130 1,716,760<br />
Related interest payable 13,100 39,222 9,393 61,716<br />
Contractual maturities of financial obligations as at 31 december 2010<br />
< 1 year 1-5 years > 5 years Total<br />
Trade payables 227,303 - - 227,303<br />
Interest-bearing loans 86,069 235,414 215,594 537,077<br />
Derivatives 164,677 31,209 - 195,886<br />
Other 246,755 230,303 - 477,058<br />
Total 724,804 496,926 215,594 1,437,324<br />
Related interest payable 10,987 38,003 12,971 61,960<br />
78
DELTA Financial statements <strong>2011</strong><br />
5.2.4. Credit risk<br />
Credit risk concerns the losses that could arise if a counterparty<br />
defaults on a contractual obligation. DELTA has set credit limits<br />
for its external counterparties in order to limit the credit risk.<br />
An internal rating system sets a credit limit for each external<br />
counterparty. This system uses publicly available information<br />
on the company concerned or the guarantor (such as financial<br />
statements and credit ratings). In the case of previous DELTA<br />
customers, their payment history is a major factor in agreeing<br />
to supply them.<br />
DELTA uses various instruments to manage credit risks,<br />
including trading on the basis of standard forms of contract and<br />
terms of business, trading via exchanges, ensuring a diversified<br />
portfolio of customers and requiring guarantees. If the credit<br />
rating of an external counterparty or guarantor is not or is no<br />
longer investment grade, no additional credit risk is accepted.<br />
As at year-end <strong>2011</strong>, the credit ratings of the external<br />
counterparties showed the following distribution across the<br />
rating classes on a percentage basis:<br />
Credit rating counterparties<br />
<strong>2011</strong><br />
2010<br />
30%<br />
25%<br />
20%<br />
15%<br />
10%<br />
5%<br />
0%<br />
AA+ AA AA- A+ A A- BBB+ BBB BBB-<br />
79
Consolidated financial statements<br />
6. Inventories<br />
(x EUR 1,000)<br />
31/12/<strong>2011</strong> 31/12/2010<br />
Raw materials 9,979 9,212<br />
Consumables 4,429 3,501<br />
Finished products 654 277<br />
Goods for resale 4,440 4,371<br />
19,502 17,361<br />
Less: Provision for obsolescence (2,199) (2,386)<br />
Total inventories 17,303 14,975<br />
80
DELTA Financial statements <strong>2011</strong><br />
7. Receivables<br />
(x EUR 1,000)<br />
31/12/<strong>2011</strong> 31/12/2010<br />
Trade receivables 390,303 310,179<br />
Current corporate income tax 0 15,898<br />
Other current taxes 7,324 45,167<br />
Total taxes 7,324 61,065<br />
Cash not available on demand 19,075 2,884<br />
Current portion of long-term loans granted 5,390 4,029<br />
Other receivables, prepayments and accrued income 22,164 36,878<br />
Total other receivables 46,629 43,791<br />
Total receivables (excluding derivates) 444,256 415,035<br />
The cash not available on demand consists of deposits relating<br />
to the trading activities on the Endex energy futures exchange.<br />
The trade receivables rose sharply in <strong>2011</strong>, owing to the<br />
increased volume of trading activities on Endex. The trade<br />
payables position was also sharply higher for the same reason.<br />
A provision for possible bad debts totalling EUR 13.8 million<br />
(2010: EUR 15.2 million) was recognised in respect of the trade<br />
receivables.<br />
81
Consolidated financial statements<br />
Aged analysis of trade receivables<br />
per 31/12/<strong>2011</strong><br />
(x EUR 1,000)<br />
Age <strong>2011</strong> 2010<br />
(in days) (EUR 1,000)<br />
< 30 365,520 288,615<br />
31-60 18,050 15,403<br />
61-90 2,827 2,990<br />
91-120 2,038 2,273<br />
> 120 15,663 16,115<br />
Total 404,097 325,395<br />
Bad debt provision (13,794) (15,216)<br />
Total trade receivables 390,303 310,179<br />
The
DELTA Financial statements <strong>2011</strong><br />
8. Cash<br />
Cash comprises not only cash but also cash equivalents that<br />
can be converted into cash with no material risk of impairment.<br />
(x EUR 1,000)<br />
31/12/<strong>2011</strong> 31/12/2010<br />
Deposits 29,308 28,307<br />
Cash 23,082 21,103<br />
Total cash 52,390 49,410<br />
83
Consolidated financial statements<br />
9. Provisions<br />
(x EUR 1,000)<br />
Total<br />
Site<br />
reconstruction<br />
costs<br />
Unprofitable<br />
contracts<br />
Employee<br />
benefits<br />
Dismantling<br />
costs<br />
Other<br />
provisions<br />
Carrying amount as at 1 January 2010 92,538 62,500 13,250 4,989 1,828 9,971<br />
Reversal of current portion of provision 4,364 524 - 851 - 2,989<br />
Added 16,260 - 11,900 360 4,000 -<br />
Interest added 4,220 3,101 663 119 - 337<br />
Utilised (4,063) (410) (1,211) (652) - (1,789)<br />
Other movements (484) (9) 9 (2) (1,828) 1,345<br />
Carrying amount as at 31 December 2010 112,835 65,705 24,611 5,665 4,000 12,854<br />
Current portion of provisions (17,331) (10,157) - (886) (4,000) (2,288)<br />
Carrying amount as at 1 January <strong>2011</strong> 95,504 55,548 24,611 4,780 - 10,565<br />
Reversal of current portion of provisions 17,331 10,157 - 886 4,000 2,288<br />
Added 159,265 158,954 311 - -<br />
Interest added 3,717 3,262 - 114 - 341<br />
Released (19,938) - (18,006) (390) (526) (1,016)<br />
Utilised (3,039) (440) - (816) - (1,783)<br />
Other movements (140) (166) 1 202 - (177)<br />
Carrying amount as at 31 December <strong>2011</strong> 252,700 68,361 165,560 5,086 3,474 10,219<br />
Current portion of provisions (15,876) (9,710) - (830) (3,474) (1,862)<br />
Carrying amount as at 31 December <strong>2011</strong> 236,824 58,651 165,560 4,256 - 8,357<br />
84
DELTA Financial statements <strong>2011</strong><br />
The amount of the provisions which it is probable will be<br />
utilised within one year, being EUR 15.9 million<br />
(2010: EUR 17.3 million), has been included in current liabilities.<br />
Site restoration costs<br />
Indaver has recognised provisions for the capping and aftercare<br />
of its current landfill sites. An amount of approximately EUR<br />
15.0 million of these provisions is expected to be utilised<br />
over the next five years. The costs have been estimated by<br />
the management using best estimates based on existing<br />
technology. The discount rate was 4.67% (2010: 4.67%) for the<br />
Belgian landfill sites and 5.0% for the German and Dutch landfill<br />
sites (2010: 5.0%).<br />
Between now and 2020, an estimated EUR 31.9 million (<strong>2011</strong><br />
price levels) will be required for the preparatory aftercare,<br />
capping and landscaping of the Derde Merwedehaven landfill<br />
site. Utilisation of the provisions recognised for this purpose<br />
will occur as from 2017. In the period up to 2025, an estimated<br />
EUR 22.5 million (<strong>2011</strong> price levels) will be required for the<br />
preparatory aftercare and capping of the Noord- en Midden<br />
Zeeland landfill site. Utilisation of the provisions recognised for<br />
this purpose will occur as from 2017.<br />
The current portion of the provision mainly relates to the<br />
Koegorspolder landfill site, which ceased to be used in 2005.<br />
Unprofitable contracts<br />
In the light of current developments in market prices, a number<br />
of energy procurement/sales contracts entered into in the past<br />
are no longer profitable. In addition, legislation on emissions<br />
has adversely affected the cost base of several power stations,<br />
eroding the gross margin on supply contracts. A provision is<br />
recognised to cover the unprofitable part of these contracts.<br />
The annual utilisation is recognised in the gross margin. The<br />
provisions are reviewed each year in the light of developments<br />
in the electricity and fuel markets and emissions legislation.<br />
The heavy pressure on electricity prices in north-west Europe<br />
due to the state of the economy in relation to available<br />
generating capacity compounded by the rise in fuel prices<br />
due to growing worldwide demand, resulted in a provision<br />
for unprofitable contracts; where appropriate related to a<br />
joint venture or assiociates, the added provision is justified<br />
under ‘results of joint ventures and associates’ because of the<br />
causality between the results of joint ventures and associates<br />
and the addition to the provision. On the basis of a discount<br />
rate of 4.5% (2010:4.5%), this has resulted in an addition of<br />
more than EUR 158 million to the provision.<br />
Employee benefits<br />
These provisions have been recognised in order to be able to<br />
meet existing future financial obligations. Under the terms of<br />
the CLA, DELTA pays employees long-service benefits. From the<br />
date on which an employee joins the company, a provision is<br />
recognised for these benefits, based on the number of years<br />
of service, expected price and wage inflation and statistical<br />
severance, invalidity and mortality rates. The discount rate is<br />
4.5% (2010: 4.5%).<br />
In addition, a provision has been recognised in connection with<br />
the transitional arrangements relating to IZA/IZR (public sector)<br />
health insurance schemes for former employees that were<br />
agreed with the unions in 2006 covering a period of 10 years.<br />
85
Consolidated financial statements<br />
Other provisions<br />
Other provisions include a provision for the Environmental<br />
Action Plan for Industry (BMAP). Remaining liabilities<br />
connected with BMAP activities undertaken in the past are<br />
settled from this provision.<br />
Indaver has recognised provisions for the expected cost of<br />
cleaning up pollution identified at certain locations.<br />
Retirement benefits<br />
DELTA has transferred its retirement benefit obligations to<br />
pension funds in the Netherlands, primarily ABP. The pension<br />
contributions that DELTA pays to the pension funds are based<br />
on expectations regarding inflation and pay rises, the ageing<br />
of the workforce, mortality rates and the return on the plan<br />
assets. The ABP industry-wide pension fund has stated that<br />
there is no consistent and reliable basis for attributing the<br />
pension liabilities, plan assets and costs to the individual<br />
participating entities. DELTA consequently makes use of the<br />
exemption provided by IAS 19 to treat the defined benefit plan<br />
as a defined contribution plan.<br />
Retirement benefit obligations at Indaver<br />
Indaver provides a defined benefit plan for the employees of the<br />
Indaver holding company and some subsidiaries that were part<br />
of the Indaver group before 31 December 2007. This concerns<br />
two plans contracted with various insurance companies.<br />
Indaver also operates unfunded defined benefit plans for the<br />
employees of Indaver Deutschland GmbH in Germany. For new<br />
employees who have joined the holding company and some<br />
subsidiaries in Belgium since 1 January 2008, as well as for the<br />
employees of Indaver Ireland, Indaver also provides defined<br />
contribution plans.<br />
On the above basis, Indaver has the following long-term<br />
pension liabilities:<br />
(x EUR 1,000)<br />
<strong>2011</strong> 2010<br />
Pension liabilities 21,869 21,874<br />
Total pension liabilities 21,869 21,874<br />
The current portion of the pension liabilities relating to Indaver,<br />
amounting to EUR 1.0 million (2010: EUR 1.1 million), has been<br />
included in current liabilities.<br />
Retirement benefit provisions at Indaver<br />
(x EUR 1,000)<br />
31/12/<strong>2011</strong> 31/12/2010<br />
Belgium Germany Belgium Germany<br />
1 Net liability<br />
Present value of defined benefit obligation 24,189 12,877 21,908 13,543<br />
Fair value of plan assets (19,922) - (19,136) -<br />
Present value of net obligation 4,267 12,877 2,772 13,543<br />
Unrecognised past service cost - - - -<br />
Actuarial gains and losses 6,313 (1,526) 7,813 (2,347)<br />
Defined benefit plan based on simple actuarial calculations 175 759 115 1,121<br />
Net liability on the face of the balance sheet 10,755 12,110 10,700 12,317<br />
86
DELTA Financial statements <strong>2011</strong><br />
(x EUR 1,000)<br />
31/12/<strong>2011</strong> 31/12/2010<br />
Belgium Germany Belgium Germany<br />
2 Movements in present value<br />
Opening defined benefit obligation 21,908 13,543 23,116 12,273<br />
Constributions by employer 1,579 329 1,854 280<br />
Interest cost 1,031 651 1,200 660<br />
Other 1,007 (765) (3,962) 775<br />
Actuarial gains and losses 263 - 261 -<br />
Contributions by employees (55) - (53) -<br />
Costs paid (272) - (262) -<br />
Insurance premiums paid (1,267) (881) (275) (351)<br />
Benefits paid - - 41 -<br />
Net transfer in/out (5) - (12) -<br />
Curtailments and settlements - - - (94)<br />
Closing defined benefit obligation 24,189 12,877 21,908 13,543<br />
3 Movements in fair value<br />
Opening fair value of plan assets 19,136 - 17,373 -<br />
Expected return 967 - 965 -<br />
Actuarial gains and losses (224) - (215) -<br />
Contributions by employer 1,379 - 1,322 -<br />
Contributions by employees 263 - 261 -<br />
Expenses paid (55) - (53) -<br />
Premiums paid (272) - (262) -<br />
Benefits paid (1,267) - (275) -<br />
Settlements (4) - (9) -<br />
Business combinations - - 28 -<br />
Closing fair value of plan assets 19,922 - 19,136 -<br />
4 Retirement benefit costs<br />
Current service cost 1,579 329 1,854 280<br />
Interest cost 1,031 651 1,200 660<br />
Other (967) - (965) -<br />
Expected return on plan assets (269) - (76) -<br />
Actuarial gains and losses - 57 - (62)<br />
Net benefit expense recognised in staff costs 1,374 1,037 2,013 878<br />
5 Actuarial valuation assumptions<br />
Employee benefit plan obligations<br />
Discount rate 5.5% 5.5% 5.0% 5.0%<br />
Expected return 5.5% 5.0%<br />
Future pay rises 3.5% 1.8% 4.0% 1.8%<br />
Increases in medical expenses 2.0% 2.0% 2.0% 2.0%<br />
6 Actual return on fund investments<br />
The actual return on fund investments in <strong>2011</strong> was EUR 0,7 million (2010: EUR 0,8 million)<br />
87
Consolidated financial statements<br />
10. Movements in long-term debt<br />
(x EUR 1,000)<br />
<strong>2011</strong> 2010<br />
Carrying amount as at 1 January 482,474 459,622<br />
Loans drawn down 171,612 245,198<br />
Movements in cross-border leases 3,100 -<br />
Repayments (46,279) (222,346)<br />
610,907 482,474<br />
Current portion (22,301) (31,467)<br />
Long-term debt 588,606 451,007<br />
The liabilities include bank borrowings. The average interest<br />
rate on the debt as at year-end <strong>2011</strong> was 2.3% (2010: 2.3%).<br />
EUR 117.0 million of the carrying amount falls due after more<br />
than five years.<br />
DELTA has a bilateral standby credit facility amounting to<br />
EUR 500 million with five banks. No security has been provided<br />
for this facility.<br />
DELTA Netwerkbedrijf B.V. and Indaver have their own credit<br />
lines.<br />
The financial crisis has meant that additional security has<br />
been demanded for the liabilities under the cross-border lease<br />
contracted by Indaver in the past. This led to the provision of<br />
an extra bank guarantee in <strong>2011</strong>. The net present value of the<br />
associated future costs has been charged to income.<br />
In the past, revenues have been added to the result.<br />
The intangible assets and property, plant and equipment<br />
as well as the receivables, inventories and cash of SAV<br />
(EUR 83.5 million) have been pledged as security for the<br />
liabilities of Indaver Deutschland (SAV).<br />
88
DELTA Financial statements <strong>2011</strong><br />
11. Other non-current liabilities<br />
(x EUR 1,000)<br />
31/12/<strong>2011</strong> 31/12/2010<br />
Deferred tax liabilities 57,470 62,688<br />
Deferred revenue 70,999 68,843<br />
Indaver put option 0 138,913<br />
Other non-current liabilities 25,472 22,547<br />
Total other non-current liabilities 153,941 292,991<br />
Movements in other non-current liabilities<br />
(x EUR 1,000)<br />
<strong>2011</strong> 2010<br />
Carrying amount as at 1 January 292,991 285,373<br />
Released deferred tax liability (recognised in profit or loss) (3,793) 70<br />
Other movements in deferred tax liabilities (1,425) 2,164<br />
Movement in deferred tax position (5,218) 2,234<br />
Released deferred revenue (recognised in profit or loss) (8,666) (7,800)<br />
Deferred revenue (resulting from IFRIC 18) 10,822 6,699<br />
Change in Indaver put option (138,913) 3,373<br />
Other movements 2,925 3,111<br />
Total other non-current liabilities 153,941 292,991<br />
The deferred tax liability arises mainly from past acquisitions.<br />
When an equity interest is acquired, the acquired property<br />
plant and equipment and intangible assets are recognised<br />
at fair value. Fair value adjustments are not tax-allowable,<br />
necessitating the recognition of a deferred tax liability in<br />
connection with the adjustment to fair value of the acquired<br />
assets. The amount of the tax liability decreases at the same<br />
rate as the fair value adjustments are written down, except for<br />
the fair value adjustments on land.<br />
Equally, additions to provisions lead to a deferred tax asset.<br />
The movement of the tax asset is dependable on the utilised<br />
provisions.<br />
The deferred tax liability is attributable to:<br />
(x EUR 1,000)<br />
31/12/<strong>2011</strong> 31/12/2010<br />
Intangible assets 4,014 4,191<br />
Property, plant and equipment 51,399 51,331<br />
Other 2,057 7,165<br />
Total 57,470 62,688<br />
Deferred revenue relates to payments already received in<br />
respect of waste which still has to be processed by Indaver. In<br />
both <strong>2011</strong> and 2010, the deferred revenue was aggregated with<br />
the contributions received from third parties for new capital<br />
projects (in accordance with IFRIC 18).<br />
89
Consolidated financial statements<br />
12. Current liabilities<br />
(x EUR 1,000)<br />
<strong>2011</strong> 2010<br />
Trade payables 324,381 227,303<br />
Current tax liabilities 9,148 7,848<br />
Other current tax liabilities 50,043 101,948<br />
Deferred revenue 13,401 12,268<br />
Work in progress for third parties 0 964<br />
Current portion of provision 15,876 17,331<br />
Current portion of long-term debt 22,301 31,467<br />
Put option Indaver 146,511 0<br />
Accruals and deferred income 78,270 65,669<br />
Other current liabilites 247,082 97,136<br />
Bank borrowings 66,429 65,329<br />
Total current liabilities (excluding derivatives) 726,360 530,127<br />
The trade payables rose sharply in <strong>2011</strong>, owing to the increased<br />
volume of trading activities on Endex. The increase is in direct<br />
proportion to the increase in trade receivables.<br />
The current tax liabilities are largely made up of value-added<br />
tax payable. In addition, the current tax liabilities include wage<br />
tax and social security contributions, corporate income tax and<br />
energy tax payable.<br />
In addition to the other payables and accruals and deferred<br />
income, current liabilities includes the scheduled repayments<br />
on long-term loans and provisions due to be utilised in 2012.<br />
In 2007, DELTA increased its interest in Indaver to 75%. A put<br />
option has been given to the owners of the outstanding 25%.<br />
This put option can be exercised between the end of the fifth<br />
year and the end of the seventh year after closing in 2007;<br />
the put option is recognised in non-current liabilities and is<br />
measured at fair value as at 31 December.<br />
Profit attributable to non-controlling interests is added to the<br />
value of the put-option.<br />
The exercise price of the put option can be determined using<br />
the discounted cashflow method, taking several estimates into<br />
account. For this reason, DELTA uses a bandwidth determining<br />
the fair value of the put options. The valuation as at balance<br />
date falls within this bandwidth.<br />
90
DELTA Financial statements <strong>2011</strong><br />
Commitments and contingent liabilities<br />
A. Operational<br />
DELTA Energy B.V. trading portfolio<br />
DELTA’s risk management policy aims to actively control the risk<br />
exposures connected with production assets and long-term<br />
procurement contracts. Positions arising from trading activities<br />
are controlled through a strict system of limits, using both<br />
financial and energy derivatives, including swaps and options.<br />
The sales contracts in the portfolio relate to energy supplied<br />
to end users and trading partners and associated financial<br />
instruments. The value of the <strong>2011</strong> sales contracts at the end of<br />
the reporting period was EUR 1,068 million<br />
(2010: EUR 1,107 million).<br />
Procurement contracts in the portfolio relate to production<br />
and purchasing agreements with trading partners and<br />
associated contracts for financial instruments. The value of<br />
the procurement contracts as at the balance sheet date was<br />
EUR 3,751 million (2010: EUR 2,746 million). The value of the<br />
financial instruments is determined on the basis of market<br />
values derived from transactions contracted in the physical<br />
commodities trade.<br />
Long-term waste processing contracts<br />
Indaver has entered into various long-term contracts for<br />
processing waste. They are covered by payments upfront,<br />
which have been recognised in the balance sheet (<strong>2011</strong>: EUR<br />
48.9 million; 2010: EUR 52.8 million). In some cases, the client<br />
has been given a put option conferring the right to sell some<br />
of the rights concerned back to Indaver. No liability has been<br />
recognised in respect of these put options since exercise of the<br />
options is not considered to be a probability.<br />
Rent commitments<br />
To provide premises for various business units, DELTA has<br />
contracted leases for various periods. The total exposure is<br />
approximately EUR 6.0 million, based on contractual maturities.<br />
Investment commitments<br />
As at year-end <strong>2011</strong>, the company had outstanding financial<br />
commitments totalling approximately EUR 59.9 million (2010:<br />
EUR 76.3 million). These commitments relate chiefly to capital<br />
projects under construction.<br />
Borssele covenant<br />
In 2006, a covenant was agreed with the central government<br />
on the extension of the service life of the nuclear power station<br />
until 2033. As part of the covenant, agreements were also<br />
reached on the efforts that DELTA (and Essent) would make to<br />
address and provide technical and financial support for new<br />
renewable energy developments. In addition to their interests<br />
in Sustainable Energy Technology (SET) Fund C.V., these<br />
commitments include investments in Additional Innovative<br />
Projects.<br />
Sale-and-leaseback contracts<br />
In recent years DELTA has built several combined heat and<br />
power stations and wind farms. Some of these assets were<br />
covered by sale-and-leaseback contracts. In December <strong>2011</strong>,<br />
DELTA repurchased the remaining installations from Rabobank,<br />
eliminating the position.<br />
Cross-border lease on waste incineration plant<br />
On 17 August 1999, Indaver entered into a cross-border lease<br />
with an American investor for the use of lines 1 and 2 of the<br />
incinerator plant in Doel. The initial lease term was 25.4 years,<br />
with an option of a maintenance contract for a further 13 years.<br />
Under the terms of the lease, Indaver received an amount of<br />
USD 135 million and placed USD 129.4 million on deposit on<br />
the date of inception of the contract. On the strength of this<br />
deposit, a payment agreement covering the cost of the lease<br />
almost entirely was concluded with banks enjoying a high credit<br />
rating. In <strong>2011</strong>, an additional bank guarantee was provided on<br />
behalf of the American counterparty.<br />
91
Consolidated financial statements<br />
B. Collateral and guarantees<br />
DELTA has issued and received the following financial collateral<br />
to guarantee transactions entered into:<br />
(x EUR 1,000)<br />
Collateral granted<br />
Term in years<br />
< 1 year 1 – 5 years > 5 years Total<br />
Collateral granted for associates and joint ventures 58,751 13,554 3,946 76,250<br />
Other collateral granted 35,821 4,259 71,907 111,987<br />
Total collateral granted 94,572 17,813 75,852 188,237<br />
Collateral received<br />
Collateral received for associates and joint<br />
ventures<br />
Term in years<br />
< 1 year 1 – 5 years > 5 years Total<br />
- - - -<br />
Other collateral received 69,140 16,567 112,144 197,850<br />
Total collateral received 69,140 16,567 112,144 197,850<br />
Principal collateral granted<br />
DELTA has given guarantees totalling EUR 22.3 million to<br />
the Zeeland provincial authority in respect of the financial<br />
obligations connected with the capping of the Koegorspolder<br />
and Noord- en Midden Zeeland landfill sites. DELTA has<br />
also given guarantees totalling EUR 24.6 million to the Zuid-<br />
Holland provincial authority for the cost of capping the Derde<br />
Merwedehaven landfill site in Dordrecht.<br />
Indaver has also issued a number of bank guarantees, totalling<br />
EUR 93.2 million, the majority of which relate to the transport<br />
and treatment of waste flows.<br />
Indaver has also underwritten the bank loans contracted by<br />
the joint venture Sleco Centrale, which totalled EUR 33.3 million<br />
as at 31 December <strong>2011</strong>.<br />
Principal collateral received<br />
Of the collateral received, an amount of EUR 110.0 million<br />
relates to bank guarantees received in connection with<br />
DELTA’s trading activities.<br />
Indaver has received bank guarantees from customers and<br />
suppliers totalling EUR 84.8 million, mainly relating to turnkey<br />
projects in Ireland and Belgium.<br />
92
DELTA Financial statements <strong>2011</strong><br />
C. Lawsuits and claims<br />
NEA claim against EPZ<br />
In February 2008, NEA claimed approximately EUR 200 million<br />
from EPZ relating to benefits of the nuclear power plant as a<br />
result of the extension of the plant’s useful life from 2013 to<br />
2033. Judgement was passed in <strong>2011</strong> and the claim was thrown<br />
out.<br />
REB claim<br />
In 2009, the Dutch Tax Administration imposed an additional<br />
tax assessment on DELTA for payment of regulating energy tax<br />
(REB) in respect of 2001 and 2002, whereupon DELTA initiated<br />
legal proceedings with the Netherlands Arbitration Institute<br />
relating to one of its suppliers at the time in an attempt to<br />
recover that supplier’s share of the additional assessment.<br />
A decision is expected early in 2012.<br />
DELTA Netwerkbedrijf B.V.<br />
DNWB has to allow for a possible compensation claim<br />
in relation to wind farms connected to the 150/20/10kV<br />
transformer if the Trade and Industry Appeals Tribunal rules<br />
that DNWB had a statutory duty to build redundancy into the<br />
design of this type of transformer. The Tribunal will probably<br />
deliver its verdict in 2012.<br />
Unbundling plan – Independent Network Management Act<br />
(WON)<br />
The Minister approved the plan to unbundle the company on<br />
2 December 2009. However, on 22 June 2010, the Court in<br />
The Hague declared parts of the unbundling act non-binding.<br />
In the light of this judgement, the unbundling did not go<br />
ahead, although the conditions stipulated by the Minister<br />
have been complied with as far as possible and necessary.<br />
The government took the case to the Supreme Court in an<br />
attempt to get the decision overturned. On 24 February 2012,<br />
the Supreme Court referred the case to the European Court of<br />
Justice in Luxembourg.<br />
Indaver N.V.<br />
In Germany, Indaver was confronted with a legal procedure<br />
against a former employee, who worked for a joint venture’s<br />
subcontractor. At this moment, Indaver’s management has no<br />
reason to assume that Indaver, as being the last employer of<br />
the former employee, will be found guilty. Indaver has added a<br />
provision to cover the defending costs in this case.<br />
Court cases<br />
Legal proceedings have been initiated against DELTA by a<br />
former non-controlling shareholder in a subsidiary with a claim<br />
for compensation for alleged losses from DELTA. The court<br />
has since delivered its judgement (February 2012), completely<br />
exonerating DELTA. It is possible that the case may be taken<br />
to appeal.<br />
Legal proceedings have been initiated against DELTA by<br />
two former co-shareholders in a former subsidiary that are<br />
contesting a binding recommendation establishing the value<br />
of the shares held by them which they were required to offer<br />
to DELTA when they ceased to be members of the executive<br />
board of the company concerned and DELTA duly bought the<br />
shares from them. The case has been brought before the<br />
Court in Amsterdam. The amount of the claim is several<br />
millions of Euros.<br />
93
Consolidated financial statements<br />
Notes to the consolidated income statement<br />
13. Revenue<br />
(x EUR 1,000)<br />
<strong>2011</strong> 2010<br />
Electricity supply 1,001,782 1,073,084<br />
Gas supply 415,328 312,273<br />
Electricity and gas transport 113,552 100,586<br />
Cable, internet and telecommunications 83,182 82,889<br />
Waste management and environmental services 508,683 461,848<br />
Other revenue 62,572 42,371<br />
Total revenue 2,185,099 2,073,051<br />
Revenues from gas and electricity supplies to domestic and<br />
small-business users are partly estimated, as staggered meter<br />
readings are taken throughout the year.<br />
The depressed market prices resulted in lower electricityrevenues<br />
in <strong>2011</strong> compared to 2010. Gas-revenues went up due<br />
to new activities in <strong>2011</strong>.<br />
The revenue from waste logistics and environmental services<br />
shows an increase that is entirely attributable to the high<br />
capacity utilisation of the incinerators and the commissioning<br />
of the new waste-to-energy facility in Meath (Ireland). The<br />
effect of the depressed prices, which, due to the state of the<br />
economy, is also noticeable in this business, was therefore<br />
cancelled out.<br />
94
DELTA Financial statements <strong>2011</strong><br />
14. Cost of sales<br />
17. Third-party services, materials and other<br />
external charges<br />
Part of the electricity requirement was purchased from the<br />
related parties EPZ, the Sloe power station, Elsta and BMC<br />
Moerdijk, in which DELTA has an equity interest. This electricity<br />
is mainly procured on a cost-plus basis.<br />
15. Other gains and losses<br />
Other gains and losses consist chiefly of payments received for<br />
third-party services.<br />
16. Fair value gains and losses on the trading<br />
portfolio<br />
DELTA uses derivatives to hedge price and currency risks arising<br />
from energy commodity contracts (electricity, gas, coal and<br />
oil). DELTA uses cash flow hedging for this purpose, contracting<br />
hedging instruments to offset the exposure to variations in<br />
existing and future cash flows that could ultimately affect the<br />
results.<br />
(x EUR 1,000)<br />
<strong>2011</strong> 2010<br />
Consumption of materials 56,562 51,514<br />
Third-party work and services 167,045 179,874<br />
Other external charges 19,164 18,371<br />
Total 242,771 249,759<br />
A large part of the external charges is related to the operations<br />
of Indaver. The costs of materials used by Indaver amounted<br />
to EUR 52.6 million in <strong>2011</strong>, costs for third-party services<br />
amounted to EUR 92.9 million and other external charges<br />
totalled EUR 5.9 million.<br />
The other third-party work and services largely concerns costs<br />
connected with the electricity, gas and digital infrastructure.<br />
Also included in third-party work and services are ICT costs.<br />
The hedges are attributed to a specific risk relating to an item<br />
in the balance sheet or a highly probable forecast transaction.<br />
The effective portion of the fair value gain or loss on the hedge<br />
reserve is recognised directly in hedge reserves in equity.<br />
The cumulative amounts recognised in equity are taken to<br />
the income statement in the same period as the hedged<br />
transaction.<br />
The portion of the gain or loss on the contract portfolio that is<br />
not hedged by means of hedging instruments (the non-effective<br />
hedges) is recognised in the income statement as a fair value<br />
gain or loss.<br />
Energy market price movements in <strong>2011</strong> resulted in a net loss<br />
on the fair value of the portfolio of contracts amounting to EUR<br />
80.3 million, of which approximately EUR 13.0 million has been<br />
recognised in income and approximately EUR 67.3 million has<br />
been recognised directly in equity.<br />
95
Consolidated financial statements<br />
18. Staff costs<br />
(x EUR 1,000)<br />
<strong>2011</strong> 2010<br />
Salaries 156,184 151,399<br />
Social securities contributions 24,631 23,793<br />
Pension charges 16,420 15,862<br />
Other staff costs 16,516 11,574<br />
Staff costs 213,751 202,628<br />
Capitalised staff costs (2,145) (4,670)<br />
Total staff costs 211,606 197,958<br />
Number of employees (FTEs) as at 31 December 2,977 3,197<br />
FTEs related to discontinued operations/assets held for sale 17 270<br />
Number of FTEs related to the above total staff costs 2,960 2,927<br />
Average number of FTEs (related to the above total staff costs) 2,993 2,977<br />
Remuneration of the members of the Executive Board<br />
of DELTA N.V. registered as directors with the Chamber<br />
of Commerce<br />
The remuneration policy for the members of the company’s<br />
Executive Board was adopted by the General Meeting of<br />
Shareholders on the recommendation of the Supervisory Board.<br />
The underlying principle of the remuneration policy is that<br />
DELTA N.V. should be able to offer a sufficiently competitive<br />
remuneration package to attract and retain people with the<br />
right expertise and experience.<br />
The members of the Executive Board are employed on a<br />
permanent basis and are appointed as directors for a period<br />
of four years. Their contracts of employment are drafted<br />
accordingly and contain, in addition to a minimum period of<br />
notice, a clause providing for termination pay amounting to a<br />
maximum of one year’s salary, in conformity with the Dutch<br />
Corporate Governance Code.<br />
The Supervisory Board decides the remuneration for the<br />
individual Executive Board members each year. Commencing<br />
with the new four-year appointment period for the CEO, which<br />
began on 1 March 2010, the benchmark is taken as the median<br />
level of the market for company directors in the Netherlands,<br />
i.e. half of those in comparable positions (as graded by Hay) are<br />
paid less and half are paid more.<br />
The annual pay also has a variable component, which is related<br />
to the achievement of a number of agreed targets in the current<br />
year. The maximum amount of this variable remuneration is<br />
30% of the gross basic annual salary. Each year, the targets to<br />
be achieved are set by the Supervisory Board and the CEO. They<br />
are partly financial (net profit and cash flows) and partly in the<br />
form of personal targets and related to personal performance<br />
and contribution to the achievement of group-wide HR<br />
objectives.<br />
The Executive Board members are also covered by the pension<br />
plan applicable to all the company’s employees (administered<br />
by Stichting Pensioenfonds ABP). The CEO also receives an<br />
additional annual pension payment to make up for the loss of<br />
early retirement and retirement benefits which ceased to be<br />
payable on joining DELTA N.V.<br />
96
DELTA Financial statements <strong>2011</strong><br />
Executive Board pay<br />
(x EUR 1,000)<br />
2010 P.G. Boerma CEO F. Verhagen CFO J.J. Rieter CCO A.S. Louter COO<br />
Gross basic annual salary 378,261 1) 220,893 193,836 233,640<br />
Pension contributions by employer 115,516 30,842 27,589 €34,094<br />
Variable remuneration - 2) - 2) - 2) - 2)<br />
Total 493,777 251,735 221,425 267,734<br />
1) excluding supplementary payment in 2010 relating to 2009, amounting to EUR 14,330<br />
2) in view of the heavy loss reported for 2010, the members of the Executive Board have decided to waive their variable remuneration for 2010.<br />
<strong>2011</strong> P,G, Boerma 5) CEO F, Verhagen CFO J,J, Rieter 3) CCO A,S, Louter 3) COO<br />
Gross basic annual salary 384,969 260,000 64,612 77,880<br />
Termination payment (incl, Pension charges) 760,000<br />
Pension contributions by employer 121,757 37,992 10,264 12,495<br />
Variable remuneration4) 117,450 78,919 17,056 20,440<br />
Total 1,384,176 376,911 91,932 110,815<br />
3) up to 30 April <strong>2011</strong><br />
4) paid in 2012<br />
5) until December <strong>2011</strong><br />
After the termination of Mr Boerma’s labour agreement,<br />
Mr Boerma, in addition to the above remuneration, will remain<br />
available for the Supervisory Board, on a advisory basis.<br />
During this period, which is in line with Mr Boerma’s original<br />
appointment period and running up to the end of February<br />
2014, Mr Boerma will be available to provide DELTA N.V. and<br />
the group’s businesses and companies with advices in<br />
connection with the settlement of matters stemming from<br />
the recent and more distant past on which his input and<br />
involvement is indispensable. The consultancy fee has been<br />
fixed at EUR 410,000<br />
97
Consolidated financial statements<br />
19. Depreciation, amortisation and impairment<br />
(x EUR 1,000)<br />
<strong>2011</strong> 2010<br />
Intangible assets<br />
Amortisation 25,894 26,794<br />
Impairment 125 89,028<br />
Property, plant and equipment<br />
Depreciation 90,232 103,845<br />
Impairment 7,349 88,212<br />
Terugname impairments (1,104) -<br />
Third-party contributions released (received prior to 2010) (6,665) (6,437)<br />
Brought to result from discontinued operations (1,829) (175,952)<br />
Total depreciation, amortisation and impairment 114,002 125,490<br />
The impairment under property, plant and equipment relates<br />
to the write-down to fair value of the costs of construction<br />
contracts in Cork (Ireland) and several smaller write-downs<br />
of assets. The reversal of impairment losses relates to the<br />
increased value in use of DELTA Industriële Reiniging.<br />
98
DELTA Financial statements <strong>2011</strong><br />
20. Other operating expenses<br />
(x EUR 1,000)<br />
<strong>2011</strong> 2010<br />
Added to provision for bad debts 2,365 2,279<br />
Debt collection costs - 2,365<br />
Other operating expenses 7,125 3,807<br />
Added to other provisions - 50,305<br />
Total other operating expenses 9,801 12,811<br />
An amount was added to the provision for bad debts following<br />
several business failures.<br />
The amount added to other provisions relates to additions to<br />
provisions for employee benefits.<br />
Other operating expenses includes the directors’ fees for<br />
members of the company’s Supervisory Board.<br />
Remuneration of the Supervisory Board <strong>2011</strong><br />
With effect from 1 January <strong>2011</strong>, the Supervisory Board has been<br />
made up of the chairman and four members (2010: a total of<br />
nine members). The remuneration was revised with effect from<br />
the same date and currently amounts to annual fees of:<br />
Chairman<br />
€40,000<br />
Ordinary member € 25,000<br />
Audit Committee member € 5,000<br />
Other Committee member € 3,000<br />
The total amount paid to members of the Supervisory Board in<br />
<strong>2011</strong> was 153,000 (2010: 215,423).<br />
99
Consolidated financial statements<br />
21. Share in the profit of joint ventures and associates<br />
This concerns the results attributable to DELTA from its<br />
interests in joint ventures and investments in associates.<br />
In <strong>2011</strong>, the share in the profit of joint ventures and associates<br />
was EUR 9 million higher compared to 2010, mainly because a<br />
good result from Evides. The share in the Evides N.V. profit in<br />
<strong>2011</strong> was higher, owing to incidental income from an external<br />
contract. The figure for Sloe Centrale B.V. by contrast was down,<br />
owing to the movements in the price of electricity and gas and,<br />
linked to that, the limited utilisation of the power station.<br />
100
DELTA Financial statements <strong>2011</strong><br />
22. Net finance income (expense)<br />
(x EUR 1,000)<br />
<strong>2011</strong> 2010<br />
External finance income 5,669 4,322<br />
External finance expense (23,727) (22,350)<br />
Interest added to provisions (3,716) (4,221)<br />
Purchase of / Interest added to cross-border lease (3,100) -<br />
Bank borrowing arrangement fees (249) (213)<br />
Exchange differences 476 525<br />
Other finance income (expense) 83 (1,768)<br />
(24,564) (23,705)<br />
Capitalised interest 249 1,842<br />
Total finance income (expense) (24,315) (21,863)<br />
In May 2010, in preparation for possible unbundling, DELTA<br />
Netwerkbedrijf converted the intercompany financing provided<br />
by DELTA N.V. into an external long-term financing arrangement.<br />
The interest rate on this finance is higher than the corporate<br />
funding, which explains the increased interest expense in<br />
<strong>2011</strong> compared with 2010. Additionally, the financing of the<br />
additional 20% interest acquired in N.V. EPZ accounts for a<br />
further increase in the external finance expense in <strong>2011</strong>.<br />
Despite this higher finance expense, the net finance expense<br />
was not greatly increased because of lower external interest<br />
rates on the one hand and higher finance income than in the<br />
previous year on the other, as a result of more funds being lent<br />
to non-consolidated companies.<br />
The interest rate applied for the capitalisation of constructionperiod<br />
interest in <strong>2011</strong> was 2.3% (2010: 2.3%).<br />
101
Consolidated financial statements<br />
23. Corporate income tax<br />
(x EUR 1,000)<br />
<strong>2011</strong> 2010<br />
Current corporate income tax liability (10.944) (8.340)<br />
Movements in deferred tax assets and liabilities (24,772) 28,211<br />
Total tax (35,716) 19,871<br />
Of which reported under discontinued operations (175) 36,254<br />
Tax expense recognised in profit or loss (35,541) (35,541)<br />
Effective tax burden (including discontinued operations) 28,3% 10,2%<br />
Current corporate income tax liability<br />
The reconciliation of the profit before tax and the actual taxable amount<br />
with the resulting tax burden, is as follows:<br />
Result before corporate income tax (including discontinued operations) 126,421 (195,701)<br />
Substantial-holding privilege (237,255) (63,548)<br />
EIA/MIA schemes (1,857) (229)<br />
Temporary differences connected with the carrying amounts of assets and provisions (incl. VAMIL) 60,515 46,898<br />
Operating expenses recognised in previous years - -<br />
Transferable tax loss carryforwards predating tax group - -<br />
Goodwill - 87,584<br />
Other differences 458 372<br />
Taxable amount, Netherlands (51,718) (124,624)<br />
Standard tax rate in the Netherlands 2010 / 2009 25.50%<br />
Standard tax rate in the Netherlands as from <strong>2011</strong> 25.00%<br />
Tax for the year - -<br />
Adjustment for prior years (728) (1,125)<br />
Tax paid by subsidiaries outside the Netherlands (10,216) (7,215)<br />
Current corporate income tax liability (10,944) (8,340)<br />
102
DELTA Financial statements <strong>2011</strong><br />
Movements in deferred tax assets and liabilities<br />
The tax income results from differences between the reported profit and the profit calculated for tax<br />
purposes plus utilisation of tax loss carryforwards.<br />
<strong>2011</strong> 2010<br />
Applicable tax loss carryforwards 12,186 18,325<br />
Temporary differences (20,480) 9,643<br />
Movements in deferred tax for deductible tax losses (19,041) (1,661)<br />
Movements in deferred tax due to tax loss carryforwards - -<br />
Movements in deferred tax due to change in tax rate in the Netherlands - (1,359)<br />
Adjustment for prior years 440 (203)<br />
Movements in tax provisions recognised by subsidiaries (including outside the Netherlands) 2,123 3,466<br />
Movements in tax provisions (24,772) 28,211<br />
Consolidated statement of changes in equity<br />
Deferred tax assets related to items recognised directly in equity:<br />
Fair value gains and losses on hedges (16,098) (35,496)<br />
Movements in deferred tax on hedges due to change in tax rate in the Netherlands 0 291<br />
(16,098) (35,205)<br />
103
Consolidated financial statements<br />
24. Assets held for sale and discontinued operations<br />
In November 2010, a decision was taken by the DELTA Executive<br />
Board to sell off the group companies Solland Solar Holding B.V.<br />
and Sunergy Investco B.V. In addition, on 14 December 2010,<br />
the business of DELTA Biovalue B.V. and its subsidiaries was<br />
declared insolvent.<br />
The sale of Solland was completed in July <strong>2011</strong> via a<br />
management buyout. RGS Development B.V. and Solwafer B.V.<br />
(both wholly-owned subsidiaries of Sunergy Investco B.V.)<br />
were sold in <strong>2011</strong> and a transaction involving an asset-liability<br />
transaction was concluded in relation to the investment in Fesil<br />
Sunergy AS.<br />
In November <strong>2011</strong>, the DELTA Executive Board decided to<br />
dispose of the group companies Triqua B.V. and DELTA MBR B.V.<br />
24.2 Balance sheet<br />
The carrying amount of the assets held for sale is presented as<br />
a net amount of approximately EUR 3 million in conformity with<br />
IFRS 5. This amount is an estimate of the selling price less costs<br />
to sell.<br />
The liabilities held for sale mainly relate to the former<br />
subsidiary Solland. As part of the management buyout, it was<br />
contractually agreed that DELTA would provide limited funds for<br />
the continuation of operations and the social plan.<br />
24.3 Cash flow statement<br />
These developments led to the recognition, in the income<br />
statement, of all the consequent financial implications as profit<br />
after tax from discontinued operations and, in the balance<br />
sheet, as assets/liabilities held for sale.<br />
24.1 Income statement<br />
The combined effect of Solland, Sunergy, Biovalue,<br />
Triqua and DELTA MBR on the income statement is as follows:<br />
(x EUR 1,000)<br />
<strong>2011</strong> 2010<br />
Profit before tax (11,490) (301,647)<br />
Tax (175) 36,254<br />
Profit after tax (11,665) (265,393)<br />
The following amounts have been included in the consolidated<br />
cash flow statement of DELTA N.V. in respect of Solland,<br />
Sunergy, Biovalue, Triqua and DELTA MBR:<br />
In total, the cash flow from operating activities relating to<br />
discontinued operations is approximately EUR 11 million<br />
negative. This figure includes a loss for Solland representing<br />
an additional liability/payout (on top of the EUR 30 million for<br />
which provision was recognised as at year-end 2010). These<br />
expenditures are accounted for in other movements.<br />
The cash flow from other receivables/payables includes the<br />
payments made out of the provision recognised as at yearend<br />
2010. The total amount is approximately EUR 24 million<br />
negative.<br />
The largest share of the negative result from discontinued<br />
operations in <strong>2011</strong> is accounted for by the group companies<br />
Solland and Sunergy. Both entities were already classified as<br />
assets/liabilities held for sale as at year-end 2010. The costs<br />
with respect to Sunergy in <strong>2011</strong> mainly relate to the financing<br />
of operating losses in the current year. All remaining financial<br />
consequences were accounted for in <strong>2011</strong> although there will be<br />
some of the actual related expense in 2012.<br />
104
DELTA Financial statements <strong>2011</strong><br />
Notes to the consolidated cash flow statement<br />
The statement of cash flows has been prepared in accordance with the indirect method. As some items in the income statement<br />
and the balance sheet do not generate direct cash flow effects, the cash flow for these items has been neutralised. This essentially<br />
concerns three items:<br />
Treatment of derivatives<br />
Fair value gains and losses on the trading portfolio lead to current and non-current movements on both the assets and the liabilities<br />
sides of the balance sheet. Some of these gains and losses are also included in the operating result and some in the hedge reserve,<br />
forming part of group equity. However, none of these movements results directly in cash flow. For this reason, all movements are<br />
included in the operating cash flow, with positive and negative movements cancelling each other out.<br />
Share in profits of joint ventures and associates<br />
Not all of the share in the profits of joint ventures and associates is distributed as dividends; the undistributed portion results in an<br />
increase in the equity of the company concerned and therefore in a change in the amount of the financial assets recognised on the<br />
face of DELTA’s balance sheet. Consequently, only the actual dividend receipts are recognised in the cash flow.<br />
Corporate income tax<br />
The profit after tax takes account not only of the corporate income tax payable on the profit before tax but also of the deferred tax<br />
assets and liabilities resulting from the agreement with the Dutch Tax Administration concerning the opening balance sheet for tax<br />
purposes in 1998. As movements in deferred tax do not lead to actual cash flow, movements in deferred tax assets and liabilities<br />
have been eliminated in the cash flow.<br />
In the cash flow from operating activities, other movements includes the expenditure connected with the discontinuation of the<br />
operations of Solland, Sunergy and Biovalue not already provided for as at year-end 2010. Expenditure for which provisions were<br />
recognised as at year-end 2010 is accounted for as movements in other receivables/payables. The figures concerned are EUR 11<br />
million negative and EUR 24 million negative, respectively.<br />
In addition to expenditure on expansion and replacement of property plant and equipment, the cash flow from investing activities is<br />
largely made up of the amount paid out to acquire the additional 20% interest in N.V. EPZ. The other movements in financial assets<br />
largely relate to the return of deposits (see section 4.3: other financial assets).<br />
Chiefly owing to the increased interest in N.V. EPZ, the cash flow from investing activities exceeds that from operating activities,<br />
meaning that the distribution of the dividend in <strong>2011</strong> was funded entirely with borrowed capital.<br />
105
Consolidated financial statements<br />
Post-balance-sheet events<br />
Sale of investment in KEMA<br />
On 28 February 2012, the sale took place of the shares held in N.V. KEMA.<br />
Unbundling plan – Independent Network Management Act (WON)<br />
On 24 February 2012, the Supreme Court delivered its verdict in the appeal brought by the government against the decision of the<br />
Court in The Hague given in June 2009, overturning the decision of the Court in The Hague. The Supreme Court refered the case to<br />
the European Union’s Court of Justice in Luxembourg.<br />
Lawsuit<br />
On 22 February 2012, the Court in Amsterdam delivered its verdict in a case brought by s’Energy B.V. and its managing director,<br />
throwing out the claim in its entirety.<br />
106
DELTA Financial statements <strong>2011</strong><br />
Segment information<br />
In <strong>2011</strong>, DELTA altered the structure of the organisation with<br />
the object of making it more responsive to changing market<br />
conditions and the economic climate. The Executive Board has<br />
been reduced in number from four members to two members<br />
(CEO and CFO) and responsibilities have been delegated more<br />
to segment level.<br />
DELTA distinguishes the following segments:<br />
• Energy<br />
• Networks<br />
• Waste Management<br />
• Corporate<br />
Each segment is generally subdivided into divisions.<br />
Energy<br />
The Energy segment is active throughout the energy chain,<br />
from production to the supply of energy to the customer.<br />
Commercial operations range from the procurement of the<br />
required fuels, through electricity generation to supplying<br />
energy (gas and electricity) to the wholesale market. As regards<br />
retail operations, the supply of electricity, gas, water, radio<br />
and television channels and telephony via cable as well as<br />
internet access to consumers and the small-business market<br />
also comes under this segment. Other activities are supplying<br />
heating equipment (central heating systems) on a rental basis<br />
and providing public information, undertaking research and<br />
engaging in projects relating to renewable energy and energy<br />
saving.<br />
Networks<br />
The network operator (DELTA Netwerkbedrijf) looks after the<br />
transport of electricity and gas in the province of Zeeland<br />
and is responsible for the construction, management and<br />
maintenance of the various related networks. The Infrastructure<br />
Division builds, manages and maintains electricity, gas, water,<br />
heat and telecommunication networks. The division is also<br />
responsible for the installation and management of electricity,<br />
gas and water meters and for meter reading.<br />
Waste Management<br />
All activities in this field are carried on by the DELTA subsidiary<br />
Indaver N.V., which specialises in all activities in the waste<br />
management chain, including waste collection, recycling and<br />
processing.<br />
Corporate<br />
This segment essentially comprises the central staff<br />
departments. The subsidiary DELTA Industriële Reiniging is also<br />
reported as part of this segment.<br />
The subsidiaries Triqua and DELTA MBR are held for sale.<br />
Also reported as discontinued operations are the costs of<br />
disengaging from the activities of Solland, Sunergy and<br />
Biovalue.<br />
Transactions between segments are conducted at prices similar<br />
to those for transactions with third parties.<br />
107
Consolidated financial statements<br />
Segment revenue and operating results<br />
(x EUR 1,000)<br />
Revenue<br />
Profit<br />
<strong>2011</strong> 2010 <strong>2011</strong> 2010<br />
Energy 1,518.7 1,474.5 46.6 81.6<br />
Networks 149.0 134.8 27.9 17.8<br />
Waste Management 498.9 442.4 31.3 24.3<br />
Corporate 18.5 21.3 (28.7) (58.9)<br />
Total 2,185.1 2,073.1 EBIT 77.0 64.9<br />
Share in results of joint<br />
ventures and associates 85.2 63.0<br />
Finance income and expense (24.3) (21.9)<br />
Corporate income tax (35.5) (16.4)<br />
Non-controlling interests (8.0) (2.0)<br />
Discontinued operations (11.7) (265.4)<br />
Profit after tax 82.7 (177.8)<br />
Segment assets<br />
(x EUR 1,000)<br />
Assets<br />
31/12/<strong>2011</strong> 31/12/2010<br />
Energy 1,271.9 952.2<br />
Networks 355.8 325.0<br />
Waste Management 1,150.2 1,086.9<br />
Corporate 379.7 383.0<br />
Unallocated assets 52.4 49.4<br />
Assets held for sale 2.6 4.0<br />
Total 3,212.7 2,800.5<br />
108
DELTA Financial statements <strong>2011</strong><br />
Other segment information<br />
(x EUR 1,000)<br />
Depreciation<br />
Impairment<br />
<strong>2011</strong> 2010 <strong>2011</strong> 2010<br />
Energy 24.9 20.0 1.2 -<br />
Networks 18.4 18.8 - -<br />
Waste Management 50.2 38.9 4.4 10.0<br />
Corporate 15.9 33.4 (1.1) 4.5<br />
Total 109.5 111.0 4.5 14.4<br />
The level of depreciation in <strong>2011</strong> is in line with that in 2010.<br />
The impairment losses for Waste Management concern the<br />
write-down on land in Cork (Ireland). The reversal in <strong>2011</strong> of<br />
impairment losses recognised in 2010 on the vehicle fleet of the<br />
subsidiary DELTA Industriële Reiniging has been included in the<br />
Corporate segment.<br />
Geographical segmentation<br />
(x EUR 1,000)<br />
Revenue by country<br />
<strong>2011</strong> 2010<br />
Netherlands 1,285.6 1,368.6<br />
Belgium 220.4 191.9<br />
UK and Ireland 265.3 201.3<br />
Germany 271.8 214.1<br />
Rest of EU 142.1 96.8<br />
Non-EU - 0.5<br />
Totaal 2,185.1 2,073.1<br />
The revenue per country is made up entirely of external<br />
revenue. Revenue outside the Netherlands is almost entirely<br />
realised within the Energy and Waste Management segments.<br />
109
Consolidated financial statements<br />
Consolidated companies<br />
Company<br />
1) Shareholding of the parent company in the entity<br />
110<br />
Headquarters<br />
DELTA’s interest<br />
31/12/<strong>2011</strong> 31/12/2010<br />
DELTA Infra B.V. Middelburg 100% 100% 100%<br />
Zeeuwse Netwerkholding N.V. Middelburg 100% 100% 100%<br />
DELTA Netwerkbedrijf B.V. Middelburg 100% 100% 100%<br />
DELTA Energy B.V. Middelburg 100% 100% 100%<br />
DELTA Ficus Holding B.V. Middelburg 100% 100% 100%<br />
DELTA Pipe B.V. Middelburg 100% 1) 100% 1) 100%<br />
Deltius B.V. Ritthem 100% 100% 100%<br />
Windpark Kreekraksluis B.V. Middelburg 100% 100% 100%<br />
DELTA Tolling Sloe B.V. Middelburg 100% 100% 100%<br />
DELTA Saefthinge N.V. Doel, Belgium 99.9% 99.9% 99.9%<br />
Limo Energie Nederland B.V. Middelburg 100% 100% 100%<br />
Litro Energie Nederland B.V. Middelburg 100% 100% 100%<br />
DELTA Comfort B.V. Middelburg 100% 100% 100%<br />
DELTA Kabelcomfort Netten B.V. Middelburg 100% 1) 100% 100%<br />
ZeelandNet B.V. Kamperland 100% 1) 100% 100%<br />
Voting<br />
rights<br />
Internetservices Zeeland B.V. Kamperland 100% 1) 100% 1) 100%<br />
Internetplatform Zeeland B.V. Kamperland 100% 1) 100% 1) 100%<br />
DELTA Energy Belgium N.V. Doel, België 99.9% n/a 99.9%<br />
DELTA Industriële Reiniging B.V. Bergen op Zoom 100% 100% 100%<br />
DELTA Milieu Industriële Reiniging N.V.<br />
Sint-Kruis-Winkel,<br />
n/a 100% n/a<br />
Belgium<br />
DELTA Investerings Maatschappij B.V. Middelburg 100% 100% 100%<br />
DELTA Onroerend Goed Ontwikkelingsmaatschappij B.V. Middelburg 100% 100% 100%<br />
Stichting DELTA Zeeland Fonds Middelburg 100% 100% 100%<br />
DELTA Development & Water B.V. Middelburg 100% 100% 100%<br />
DELTA MBR B.V. Middelburg 100% 100% 100%<br />
Triqua B.V. Wageningen 100% 100% 100%<br />
DELTA Biovalue B.V. (into liquidation) Eemshaven 100% 100% 100%<br />
DELTA Biovalue Nederland B.V. (into liquidation) Eemshaven 100% 1) 100% 1) 100%<br />
DELTA Biopat B.V. (into liquidation) Eemshaven 100% 1) 100% 1) 100%<br />
DELTA Solar B.V. Middelburg 100% 100% 100%<br />
Solland Solar Energy Holding B.V. Heerlen n/a 100% 1) n/a<br />
Solland Solar Energy B.V. Heerlen n/a 100% 1) n/a<br />
Solland Solar Real Estate B.V. Heerlen n/a 100% 1) n/a<br />
Solland Solar Cells B.V. Heerlen n/a 100% 1) n/a<br />
Solland Solar Cells GmbH Aachen, Germany n/a 100% 1) n/a<br />
Sunergy Investco B.V. Rotterdam 100% 100% 100%<br />
Solsic Development Company AS Norway 60% 60% 60%<br />
RGS Development B.V. Petten n/a 100% n/a<br />
Solwafer B.V. Middelburg n/a 100% n/a
DELTA Financial statements <strong>2011</strong><br />
Company<br />
Headquarters<br />
DELTA’s interest<br />
31/12/<strong>2011</strong> 31/12/2010<br />
Voting<br />
rights<br />
Indaver N.V. Belgium 75% 75% 75%<br />
Indaver Participaties N.V. Belgium 99.9% 100% 99.9%<br />
Indaver Logistics N.V. Belgium 99.9% 100% 99.9%<br />
Indaver Medical Services N.V. Belgium 99.9% 100% 99.9%<br />
Indaver Italia S.R.L. Italy 100% 100% 100%<br />
Indaver Ireland Ltd Ireland 100% 100% 100%<br />
Indaver Energy Ltd Ireland 100% 1) n/a 100%<br />
Indaver Nederland B.V. Netherlands 100% 100% 100%<br />
Indaver Gevaarlijk Afval B.V. Netherlands 100% 1) 100% 1) 100%<br />
Indaver Personeel B.V. Netherlands 100% 1) 100% 1) 100%<br />
AROC B.V. Netherlands 100% 1) 100% 1) 100%<br />
DELTA Milieu B.V. Terneuzen 100% 1) 100% 1) 100%<br />
Promar B.V. Terneuzen n/a 100% 1) n/a<br />
DELTA Milieu Compost en Biomassa B.V. Terneuzen 100% 1) 100% 1) 100%<br />
DELTA Milieu Biofuels B.V. Terneuzen 100% 1) 100% 1) 100%<br />
DELTA Milieu Groencompost B.V. Terneuzen 100% 1) 100% 1) 100%<br />
DELTA Milieu Composteren B.V. Terneuzen 100% 1) 100% 1) 100%<br />
DELTA Impex B.V. ‘s-Gravenpolder 100% 1) 100% 1) 100%<br />
Zeeuwse Reinigingsdienst B.V. Terneuzen 99% 1) 99% 1) 99%<br />
DELTA Milieu Verwerking B.V. Terneuzen 100% 1) 100% 1) 100%<br />
DELTA Milieu Recycling B.V. Terneuzen 100% 1) 100% 1) 100%<br />
Perex B.V. Terneuzen 100% 1) 100% 1) 100%<br />
DELTA Milieu Afvalbergingen B.V. Terneuzen 100% 1) 100% 1) 100%<br />
Derde Merwedehaven B.V. Terneuzen 100% 1) 100% 1) 100%<br />
Stortplaats Koegorspolder B.V. Terneuzen 100% 1) 100% 1) 100%<br />
Stortplaats Noord en Midden Zeeland B.V. Terneuzen 100% 1) 100% 1) 100%<br />
DELTA Milieu Verbranding & Handel B.V. Terneuzen 100% 1) 100% 1) 100%<br />
BTC Zoetermeer B.V. Terneuzen n/a 100% 1) n/a<br />
DELTA Milieu Personeel B.V. Terneuzen 100% 1) 100% 1) 100%<br />
Indaver Portugal S.A. Portugal 100% 100% 100%<br />
Indaver Schweiz A.G. Switzerland 100% 100% 100%<br />
Indaver UK Ltd UK 100% 100% 100%<br />
Indaver Deutschland GmbH (was:SAV Beteiligungs GmbH) Germany 51% 51% 51%<br />
SAV Zweite Beteiligungs GmbH & Co. KG Germany 94.90% 1) 94.90% 1) 94.90%<br />
AVG Abfall-Verwertungs-Gesellschaft mbH Germany 99.74% 1) 99.74% 1) 99.74%<br />
Gareg Umwelt-Logistik GmbH Germany 100.00% 1) 100.00% 1) 100.00%<br />
HIM GmbH Germany 93.83% 1) 93.83% 1) 93.83%<br />
Frassur GmbH Umweltschutz-Dienstleistungen Germany 100.00% 1) 100.00% 1) 100.00%<br />
Panse Wetzlar Entsorgung GmbH Germany 100.00% 1) 100.00% 1) 100.00%<br />
AVA Abwasser- und Verwertungsanlagen GmbH Germany 100.00% 1) 100.00% 1) 100.00%<br />
1) Shareholding of the parent company in the entity<br />
111
Consolidated financial statements<br />
Non-consolidated companies<br />
Company<br />
Headquarters<br />
DELTA’s interest<br />
31/12/<strong>2011</strong> 31/12/2010<br />
Voting<br />
rights<br />
Joint Ventures<br />
DELTA Infra B.V.<br />
vof Diepp Etten-Leur 50.00% 50.00% 50.00%<br />
DELTA Energy B.V.<br />
N.V. EPZ Borssele 70.00% 50.00% 70.00%<br />
Sloewind B.V. Middelburg 50.00% 50.00% 50.00%<br />
Windpark Distridam vof Terneuzen 50.00% 50.00% 50.00%<br />
PVNed Holding B.V. Middelburg 50.00% 50.00% 50.00%<br />
PVNed B.V. Middelburg 100.00% 1) 100.00% 1) 100.00%<br />
Arbel N.V. (België) Mechelen, Belgium 99.90% 1) n/a 99.90%<br />
BMC Moerdijk B.V. Moerdijk 50.00% 50.00% 50.00%<br />
Sloe Centrale Holding B.V. Vlissingen 50.00% 50.00% 50.00%<br />
Sloe Centrale B.V. Vlissingen 100.00% 1) 100.00% 1) 100.00%<br />
DELTA Industriële Reiniging B.V.<br />
Vedis Reiniging B.V. Terneuzen 50.00% 50.00% 50.00%<br />
DELTA Mourik Industrial Services (DEMIS) vof Terneuzen 50.00% 50.00% 50.00%<br />
Indaver N.V.<br />
Sleco-Centrale N.V. Belgium 50.00% 50.00% 50.00%<br />
Svex N.V. Belgium 50.00% 50.00% 50.00%<br />
Wips N.V. Belgium 50.00% 50.00% 50.00%<br />
HIM GmbH<br />
Gesellschaft fur die Verwertung<br />
von Sonderabfallen mbH& Co. K.G.<br />
Germany 50.00% 50.00% 50.00%<br />
DELTA Milieu Verbranding & Handel B.V.<br />
Depmer B.V. Dordrecht 50.00% 50.00% 50.00%<br />
DELTA Milieu Afvalbergingen B.V.<br />
Zeeuwgrond B.V. Nieuwdorp 50.00% 50.00% 50.00%<br />
DELTA Milieu Biofuels B.V.<br />
Ecofuels B.V. Well, Limburg 50.00% 50.00% 50.00%<br />
Laarakker Landbouw B.V. Well, Limburg 100.00% 1) n/a 100.00%<br />
DELTA N.V.<br />
Evides N.V. Rotterdam 50.00% 50.00% 50.00%<br />
Elsta B.V. Middelburg 25.00% 25.00% 25.00%<br />
Elsta B.V.& CoCV Middelburg 24.75% 24.75% 24.75%<br />
DELTA/Essent Lighting vof Goes 50.00% 50.00% 50.00%<br />
Associates<br />
DELTA Netwerkbedrijf B.V.<br />
Zebra GasNetwerk B.V. Middelburg 33.33% 33.33% 33.33%<br />
Zebra Activa B.V. Middelburg 100.00% 1) 100.00% 1) 100.00%<br />
Zebra Pijpleiding vof Middelburg 33.33% 1) 33.33% 1) 33.33%<br />
Entrade Pipe B.V. Vught 100.00% 1) 100.00% 1) 100.00%<br />
Zebra Pijpleiding vof Middelburg 66.67% 1) 66.67% 1) 66.67%<br />
112 1) Shareholding of the parent company in the entity
DELTA Financial statements <strong>2011</strong><br />
Company<br />
DELTA Energy B.V.<br />
Headquarters<br />
DELTA’s interest<br />
31/12/<strong>2011</strong> 31/12/2010<br />
Windpark Neeltje-Jans B.V. Veere 40.00% 40.00% 40.00%<br />
Windpark Zeeland 1 B.V. Vlissingen/Kapelle-Schore 40.00% 40.00% 40.00%<br />
NPG Willebroek N.V. Antwerpen, Belgium 49.00% 49.00% 49.00%<br />
DELTA N.V.<br />
Sunergy Investco B.V.<br />
Fesil Sunergy AS Norway 49.00% 1) 49.00% 1) 49.00%<br />
Partners Vliegveld Zeeland B.V. Middelburg 40.91% 45.00% 40.91%<br />
Zeeland Airport B.V. Middelburg 46.00% 1) 48.00% 1) 46.00%<br />
Indaver N.V.<br />
IHM cvba Belgium 30.00% 30.00% 30.00%<br />
Ibogem cvba Belgium 35.12% 35.12% 35.12%<br />
Intercommunale vereniging Verko N.V. Belgium 39.90% 39.90% 39.90%<br />
Ecowest N.V. Belgium 42.61% 42.61% 42.61%<br />
Indaver Participaties N.V.<br />
Sita Decontamination Services N.V. Belgium 26.00% 1) 26.00% 1) 26.00%<br />
Ecov N.V. Belgium 50.00% 1) 50.00% 1) 50.00%<br />
Voting<br />
rights<br />
Ivago cvba Belgium 50.00% 1) 50.00% 1) 50.00%<br />
N.V. Brussel Compost Belgium 40.00% n/a 40.00%<br />
DELTA Milieu B.V.<br />
AZN Holding B.V. Wijster 20.00% 20.00% 20.00%<br />
B.V. Grondbezit AVI Moerdijk Moerdijk 100.00% 1) 100.00% 1) 100.00%<br />
B.V. Grondbezit AVI Moerdijk II Moerdijk 100.00% 1) 100.00% 1) 100.00%<br />
N.V. AZN Den Bosch 100.00% 1) 100.00% 1) 100.00%<br />
Others<br />
DELTA Netwerkbedrijf B.V.<br />
Energie Data Services Nederland B.V. 1.65% 1.65% 1.65%<br />
DELTA Energy B.V.<br />
Decu Beheer B.V. 60.00% 60.00% 60.00%<br />
Decu CV 59.76% 59.76% 59.76%<br />
DELTA N.V.<br />
N.V. Kema 7.60% 7.60% 7.60%<br />
Synergia Capital Partners B.V. 5.00% 5.00% 5.00%<br />
DELTA Investerings Maatschappij B.V.<br />
Sustainable Energy Technology Fund C.V. 49.93% 1) 49.93% 1) 49.93%<br />
Sustainable Energy Technology Fund II C.V. 70.00% 1) n/a 70.00%<br />
Business Park Terneuzen B.V. 15.00% 15.00% 15.00%<br />
Indaver N.V.<br />
GRL Glasrecycling N.V. n/a 34.99% n/a<br />
Vlar Papier N.V. 34.96% 34.96% 34.96%<br />
Spanin N.V. 50.00% 50.00% 50.00%<br />
Ecowest N.V.<br />
IVIO cvba 1.50% 1) 1.50% 1) 1.50%<br />
Ivvo cvba 3.46% 3.46% 3.46%<br />
1) Shareholding of the parent company in the entity<br />
113
Company financial statements<br />
Company balance sheet as at 31 December <strong>2011</strong> (before profit appropriation)<br />
(x EUR 1,000)<br />
ASSETS<br />
Notes 31-12-<strong>2011</strong> 31-12-2010<br />
Non-current assets<br />
Intangible assets 1 3,470 28,415<br />
Property, plant and equipment 2 26,681 27,510<br />
Financial assets<br />
Investments in subsidiaries 3 996,809 1,001,826<br />
Other investments 3 327,997 288,567<br />
Receivables from subsidiaries 3 59,567 29,550<br />
Loans to other investment entities 3 418 -<br />
Other loans 3 360 13,342<br />
Deferred tax assets 4 60,638 74,440<br />
1,445,789 1,407,725<br />
1,475,940 1,463,650<br />
Current assets<br />
Receivables from subsidiaries 115,458 113,548<br />
Other receivables 5 10,364 26,781<br />
125,822 140,329<br />
Cash 10,157 1,385<br />
1,611,919 1,605,364<br />
EQUITY AND LIABILITIES<br />
Notes 31-12-<strong>2011</strong> 31-12-2010<br />
Shareholders’ equity<br />
Shareholders’ equity 6 1,043,039 1,307,601<br />
Profit for the year 6 82,690 (177,787)<br />
1,125,729 1,129,814<br />
Provisions 7 2,822 3,372<br />
Non-current liabilities 8 306,533 146,383<br />
Current liabilities<br />
Payables to subsidiaries 130,462 248,637<br />
Other payables 9 46,373 77,158<br />
176,835 325,795<br />
1,611,919 1,605,364<br />
114
DELTA Financial statements <strong>2011</strong><br />
Company income statement<br />
(x EUR 1,000)<br />
<strong>2011</strong> 2010<br />
Profit on parent company activities (75,500) (7,537)<br />
Share in profits of subsidiaries, joint ventures and associates 158,190 (170,250)<br />
Profit for the year 82,690 (177,787)<br />
115
Company financial statements<br />
Notes to the company financial statements<br />
DELTA N.V. is the holding company, incorporated under Dutch<br />
law, of a number of the subsidiaries active in the generation of<br />
electricity, in the transportation and supply of energy and in the<br />
provision of environmental and cable services. The functional<br />
currency is the euro. Unless otherwise stated, all amounts are<br />
presented in thousands of euros.<br />
DELTA availed itself of the option in Part 9, Book 2, of the<br />
Netherlands Civil Code to prepare the company financial<br />
statements in accordance with the IFRS accounting policies<br />
used in the consolidated financial statements with the<br />
exception of the equity-accounted subsidiaries, joint ventures<br />
and associates. The company income statement is presented in<br />
abridged form in accordance with article 402, Part 9, Book 2, of<br />
the Netherlands Civil Code.<br />
Accounting policies<br />
The investments in the equity of other entities are stated at net<br />
asset value, measured in accordance with the IFRS accounting<br />
policies applied in the consolidated financial statements,<br />
adjusted for the goodwill paid on acquisition and any<br />
impairment of goodwill. No account is taken of non-controlling<br />
interests which are recognised in the carrying amount of the<br />
subsidiary concerned.<br />
For the other accounting policies, reference is made to the notes<br />
to the consolidated financial statements.<br />
116
DELTA Financial statements <strong>2011</strong><br />
1. Intangible assets<br />
(x EUR 1,000)<br />
Total Software<br />
2010<br />
Carrying amount as at 1 January 42,352 42,352<br />
Investments 3,751 3,751<br />
Amortisation (17,101) (17,101)<br />
Reclassification/other changes (587) (587)<br />
Carrying amount as at 31 December 28,415 28,415<br />
Total Software<br />
<strong>2011</strong><br />
Carrying amount as at 1 January 28,415 28,415<br />
Investments 688 688<br />
Amortisation (14,145) (14,145)<br />
Reclassification/other changes (11,488) (11,488)<br />
Carrying amount as at 31 December 3,470 3,470<br />
Amortisation period in years 5<br />
The movement in intangible assets is entirely due to investments in and amortisation of IT software.<br />
In <strong>2011</strong>, several IT applications purchased exclusively for use by one of DELTA’s subsidiaries were transferred to the company<br />
concerned. The amount of the assets carried on the balance sheet of DELTA N.V. was reduced accordingly.<br />
117
Company financial statements<br />
2. Property, plant and equipment<br />
(x EUR 1,000)<br />
Total<br />
Land and<br />
buildings<br />
Plant and<br />
equipment<br />
Other assets<br />
Assets under<br />
construction<br />
Third-party<br />
contributions<br />
2010<br />
Carrying amount as at 1 January 35,489 21,117 7,636 1,467 9,315 (4,046)<br />
Investments 721 - - - 730 (9)<br />
Depreciation (1,034) (803) - (231) - -<br />
Disposals (4,605) (4,605) - - - -<br />
Other movements (3,061) 2,547 (713) 326 (8,309) 3,088<br />
Carrying amount as at 31 December 27,510 18,256 6,923 1,562 1,736 (967)<br />
Carrying amount before deduction of 28,478 18,256 6,923 1,562 1,736<br />
contributions<br />
Accumulated depreciation and<br />
96,106 24,735 51,815 19,556<br />
impairment<br />
Acquisition cost as at 31 December 124,582 42,991 58,737 21,118 1,736<br />
Total<br />
Land and<br />
buildings<br />
Plant and<br />
equipment<br />
Other assets<br />
Assets under<br />
construction<br />
Third-party<br />
contributions<br />
<strong>2011</strong><br />
Carrying amount as at 1 January 27,510 18,256 6,923 1,562 1,736 (967)<br />
Investments - - - - - -<br />
Depreciation (914) (733) - (181) - -<br />
Disposals - - - - - -<br />
Other movements 85 1,585 (678) (91) (980) 249<br />
Carrying amount as at 31 December 26,681 19,108 6,245 1,290 756 (718)<br />
Carrying amount before deduction of 27,399 19,108 6,245 1,290 756<br />
contributions<br />
Accumulated depreciation and<br />
97,020 25,468 51,815 19,737<br />
impairment<br />
Acquisition cost as at 31 December 124,418 44,576 58,059 21,027 756<br />
Depreciation periods in years 10 - 40 7 - 40 5 - 15 n/a<br />
Property, plant and equipment consists chiefly of investments in premises. There were no new investments or disposals in <strong>2011</strong>.<br />
118
DELTA Financial statements <strong>2011</strong><br />
3. Financial assets (excluding tax assets)<br />
(x EUR 1,000)<br />
Receivables<br />
Investments<br />
Receivables from other<br />
in<br />
Other<br />
from investment<br />
Other<br />
Total subsidiaries investments subsidiaries entities receivables<br />
Carrying amount as at 1 January 2010 1,078,891 725,649 289,016 36,876 1,202 26,145<br />
Movements relating to subsidiaries (42,276) (42,276) - - - -<br />
Reversal of current portion 1,231 - - - (399) 1,630<br />
Acquisition/grant of loans 28,128 - (10,197) 37,855 450 20<br />
Share in profits (170,250) (200,570) 30,320 - - -<br />
Disposals/repayments/dividends (47,629) 15,452 (20,677) (29,838) (51) (12,515)<br />
Movements in hedge reserve 124,866 124,866 - - - -<br />
Other movements 360,327 378,705 105 (15,344) (1,202) (1,937)<br />
Carrying amount as at 31 December 2010 1,333,285 1,001,826 288,567 29,550 0 13,342<br />
Reversal of current portion 2,839 - - - - 2,839<br />
Acquisition/grant of loans (2,271) - - (3,000) 418 311<br />
Share in profits 158,190 114,720 43470 - - -<br />
Disposals/repayments/dividends (57,307) (49,695) (26,098) 33,017 - (14,532)<br />
Movements in hedge reserve (77,314) (77,314) - - - -<br />
Other movements 27,729 7,272 22,058 (1) - (1,600)<br />
Carrying amount as at 31 December <strong>2011</strong> 1,385,151 996,808 327,997 59,567 418 360<br />
In <strong>2011</strong>, the subsidiary DELTA Comfort B.V. was sold to DELTA Energy B.V. This was a sale under common control.<br />
The hedge reserve decreased in <strong>2011</strong>, solely on account of the related deferred tax.<br />
The revaluation of the investment in N.V. KEMA to fair value is included in other movements.<br />
119
Company financial statements<br />
4. Deferred tax assets<br />
Deferred tax assets have arisen as a result of temporary<br />
differences between the carrying amount in the financial<br />
statements and the corresponding tax bases. Amounts are<br />
also included in connection with loss carryforwards.<br />
DELTA also recognises a hedge reserve for unrealised<br />
movements in the value of derivatives/trade contracts in<br />
accordance with IAS 39/32.<br />
120
DELTA Financial statements <strong>2011</strong><br />
5. Other receivables<br />
(x EUR 1,000)<br />
<strong>2011</strong> 2010<br />
Trade receivables 1,835 5,570<br />
Current corporate income tax 0 15,898<br />
Other current taxes 2,972 20<br />
Total current taxes 2,972 15,918<br />
Derivatives 141 0<br />
Other receivables, prepayments and accrued income 4,926 1,964<br />
Current portion of long-term loans granted 490 3,329<br />
Other receivables 5,416 5,293<br />
Total 10,364 26,781<br />
121
Company financial statements<br />
6. Statement of changes in equity<br />
(x EUR 1,000)<br />
Total<br />
Paid-up<br />
capital<br />
Statutory<br />
reserve<br />
Hedge reserve<br />
Assets held<br />
for sale<br />
Other<br />
reserves<br />
Unappropriated<br />
profit<br />
Carrying amount as at 31<br />
December 2009<br />
1,258,105 6,937 54,908 (61,636) - 1,250,805 7,091<br />
Profit appropriation for<br />
2009<br />
(50,000) - 40,581 - - (83,490) (7,091)<br />
Other movements (3,977) - (3,470) - - (507) -<br />
Movements in connection<br />
with capitalised<br />
- - (587) - - 587 -<br />
development costs<br />
Movement in hedge<br />
reserve for energy<br />
134,592 - - 134,592 - - -<br />
derivatives<br />
Movement in hedge<br />
reserve for interest rate<br />
4,086 - - 4,086 - - -<br />
derivatives<br />
Add: Corporate income<br />
tax effect<br />
(35,205) - - (35,205) - - -<br />
Net profit for 2010 (177,787) - - - - - (177,787)<br />
Carrying amount as at 31<br />
December 2010<br />
1,129,814 6,937 91,432 41,837 - 1,167,395 (177,787)<br />
Profit appropriation for<br />
2010<br />
(50,000) - (3,620) - - (224,167) 177,787<br />
Other movements 11,106 - (11,327) - 23,115 (682) -<br />
Movement in hedge<br />
reserve for energy<br />
(66,950) - - (66,950) - - -<br />
derivatives<br />
Movement in hedge<br />
reserve for interest rate<br />
2,971 - - 2,971 - - -<br />
derivatives<br />
Add: Corporate income<br />
tax effect<br />
16,098 - - 16,098 - - -<br />
Net profit for <strong>2011</strong> 82,690 - - - - - 82,690<br />
Carrying amount as at 31<br />
December <strong>2011</strong><br />
1,125,729 6,937 76,485 (6,044) 23,115 942,546 82,690<br />
The statutory reserve comprises the undistributed profits of<br />
subsidiaries, joint ventures and associates. It is consequently<br />
not freely distributable. The hedge reserve is also not freely<br />
distributable inasmuch as it relates to the unrealised fair value<br />
gains and losses on the trading portfolio. The hedge resulting<br />
from assets held for sale is also not freely distributable. For<br />
an explanation of changes in equity, reference is made to the<br />
consolidated financial statements.<br />
In contrast to the consolidated financial statements, noncontrolling<br />
interests in subsidiaries are deducted directly from<br />
the carrying amounts of the investments concerned (equity<br />
method).<br />
122
DELTA Financial statements <strong>2011</strong><br />
7. Provisions<br />
(x EUR 1,000)<br />
Total<br />
BMAP<br />
Employee<br />
benefits<br />
Other<br />
provisions<br />
Carrying amount as at 1 January 2010 3,702 494 3,208 -<br />
Reversal of current portion of provisions 1,498 650 848 -<br />
Added 4,360 360 4,000<br />
Interest added 122 3 119 -<br />
Released - - - -<br />
Utilised (776) (89) (687) -<br />
Other movements - -<br />
Carrying amount as at 31 December 2010 8,906 1,058 3,848 4,000<br />
Current portion of provisions (5,534) (650) (884) (4,000)<br />
Carrying amount as at 31 December 2010 3,372 408 2,964 -<br />
Reversal of current portion of provisions 5,534 650 884 4,000<br />
Added 260 260 -<br />
Interest added 122 8 114 -<br />
Released (913) - (387) (526)<br />
Utilised (848) (70) (778) -<br />
Other movements (1) (1) -<br />
Carrying amount as at 31 December <strong>2011</strong> 7,526 995 3,057 3,474<br />
Current portion of provisions (4,704) (400) (830) (3,474)<br />
Carrying amount as at 31 December <strong>2011</strong> 2,822 595 2,227 -<br />
Provisions relate chiefly to employee benefits and to BMAP.<br />
These provisions are recognised in order to settle future<br />
financial obligations.<br />
The BMAP provision relates to a provision in connection<br />
with the Environmental Action Plan for Industry (BMAP).<br />
The environmental surcharge on electricity and gas supplies<br />
charged to certaingroups of users in the period 1991–1999<br />
constitutes the basis of this provision. Remaining liabilities<br />
connected with activities undertaken in the past under BMAP<br />
are settled out of this provision.<br />
Following the introduction of the new health insurance system<br />
on 1 January 2006, the obligations underlying the provision<br />
for health care have changed substantially. An amount of<br />
EUR 0.8 million of the provision formed in the past continues<br />
to be recognised.<br />
Under the terms of the collective labour agreement (CLA),<br />
DELTA also pays employees long-service benefits.<br />
From the date on which an employee joins the company,<br />
a provision is recognised for these benefits based on the<br />
number of years of service, expected price and salary inflation<br />
(averaging 1.5%) and statistical severance, invalidity and<br />
mortality rates. The relevant discount rate is 4.5% (2010: 4.5%).<br />
123
Company financial statements<br />
8. Non-current liabilities<br />
(x EUR 1,000)<br />
<strong>2011</strong> 2010<br />
Carrying amount as at 1 January 146,383 314,295<br />
Reversal of current portion 2,157 2,616<br />
Loans drawn down 165,000 115,000<br />
Repayments (2,157) (282,616)<br />
Movements in interest rate swap (2,050) (789)<br />
Other movements (499) 34<br />
308,834 148,540<br />
Repayments due in the next year (2,301) (2,157)<br />
Long-term debt 306,533 146,383<br />
124
DELTA Financial statements <strong>2011</strong><br />
9. Other payables<br />
(x EUR 1,000)<br />
<strong>2011</strong> 2010<br />
Trade payables 12,692 12,382<br />
Current tax liabilities 5,571 4,976<br />
Derivatives 2,107 2,887<br />
Current portion of non-current liabilities 2,301 2,157<br />
Current portion of provisions 4,704 5,534<br />
Accruals and deferred income 14,998 44,323<br />
Total other payables 22,003 52,014<br />
Bank borrowings 4,000 4,900<br />
Carrying amount as at 31 December 46,373 77,158<br />
The other payables include the current portion of the<br />
provisions, the current portion of borrowings and outstanding<br />
supplier accounts. The current tax liabilities include VAT and<br />
energy tax payable.<br />
125
Company financial statements<br />
Commitments and contingent liabilities<br />
403 Declarations<br />
DELTA N.V. has filed a statement with the Chamber of Commerce<br />
as required by the provisions of Section 403, Book 2, of the<br />
Netherlands Civil Code assuming joint and several liability for<br />
any debts arising from the legally binding transactions of any of<br />
the following subsidiaries as at balance sheet date:<br />
• DELTA Comfort B.V.<br />
• DELTA Tolling Sloe B.V.<br />
• DELTA Energy B.V.<br />
• DELTIUS B.V.<br />
• DELTA Ficus Holding B.V.<br />
• Internetplatform Zeeland B.V.<br />
• DELTA Infra B.V.<br />
• Internetservice Zeeland B.V.<br />
• DELTA Kabelcomfort Netten B.V.<br />
• LIMO Energie Nederland B.V.<br />
• DELTA MBR B.V.<br />
• LITRO Energie Nederland B.V.<br />
• DELTA Netwerkbedrijf B.V.<br />
• ZeelandNet B.V.<br />
• DELTA Onroerend Goed Ontwikkelingsmaatschappij B.V.<br />
• Zeeuwse Netwerkholding N.V.<br />
• DELTA Pipe B.V.<br />
Given the filing of this statement and the declarations of<br />
agreement on the part of the shareholders filed annually<br />
with the Chamber of Commerce, these companies are exempt<br />
from using the prescribed format in preparing their financial<br />
statements.<br />
DELTA N.V. forms a tax group with some of its subsidiaries.<br />
On that basis, DELTA N.V. is jointly and severally liable for the<br />
various tax liabilities of those companies.<br />
Put options<br />
DELTA has issued put options to the non-controlling<br />
shareholders of Indaver. For a more detailed discussion,<br />
reference is made to the consolidated financial statements.<br />
Unbundling plan –<br />
Independent Network Management Act (WON)<br />
The Minister approved the plan to unbundle the company on<br />
2 December 2009. However, on 22 June 2010, the Court in<br />
The Hague declared parts of the unbundling act non-binding.<br />
In the light of this judgement, the unbundling did not go<br />
ahead, although the conditions stipulated by the Minister<br />
have been complied with as far as possible and necessary.<br />
The government took the case to the Supreme Court in an<br />
attempt to get the decision overturned. On 24 February 2012,<br />
the Supreme Court referred the case to the European Court of<br />
Justice.<br />
126
DELTA Financial statements <strong>2011</strong><br />
Audit fees<br />
In <strong>2011</strong>, DELTA N.V. paid the following fees to auditors:<br />
(x EUR 1,000)<br />
DELOITTE ACCOUNTANTS B.V.<br />
OTHER PARTS<br />
DELOITTE NETWERK NLD<br />
TOTAL<br />
<strong>2011</strong> 2010 <strong>2011</strong> 2010 <strong>2011</strong> 2010<br />
751 739 - - 751 739<br />
Other analysis assignments 67 38 - - 67 38<br />
Tax-related advice services 19 - - - 19 -<br />
Other non-analysis services 93 124 135 303 228 427<br />
930 901 135 303 1,065 1,204<br />
Performance-related fees are not paid.<br />
The audit of the financial statements of the members of the<br />
DELTA group in <strong>2011</strong> related to the completion of the 2010<br />
financial statements (19 sets of accounts in total) and the<br />
interim <strong>2011</strong> audit.<br />
Signed:<br />
Executive board:<br />
Supervisory Board:<br />
F. Verhagen, General Manager (acting) D. van Doorn, Chairman<br />
J. Bout<br />
R. Frohn<br />
F. Verhagen, CFO J.G. van der Werf<br />
B.P. de Wit, MA<br />
127
Other information<br />
Profit appropriation<br />
Profit appropriation under the Articles of Association.<br />
Article 39 of the Articles of Association provides for the<br />
appropriation of profits as follows.<br />
1. Any loss reported in the income statement, as included<br />
in the adopted financial statements, shall be taken to the<br />
general reserve. If the general reserve holds insufficient<br />
funds to cover said loss, the remainder of the loss shall be<br />
charged to any profits achieved in future years.<br />
2. If the income statement, as included in the adopted<br />
financial statements, reports any profit, the Supervisory<br />
Board may use this profit to allocate funds to the general<br />
reserves. Any profit remaining shall be at the disposal of the<br />
General Meeting of Shareholders.<br />
3. The General Meeting has the authority to declare one<br />
or more interim dividends and/or make other interim<br />
distributions, provided the requirements of Section 2:105,<br />
subsection 2, of the Netherlands Civil Code are satisfied<br />
on the evidence of an interim statement of financial<br />
position as referred to in Section 2:105, subsection 4, of the<br />
Netherlands Civil Code.<br />
Profit appropriation<br />
(x EUR 1,000)<br />
<strong>2011</strong> 2010<br />
Profit after tax 82,690 (177,787)<br />
Charged/added to the statutory reserve (125,522) 3,620<br />
Profit available for appropriation (42,832) (174,167)<br />
Charged/added to the general reserves (82,832) (224,167)<br />
Proposed dividend 40,000 50,000<br />
128
DELTA Financial statements <strong>2011</strong><br />
Independent auditor’s report<br />
To: the shareholders of DELTA N.V.<br />
<strong>Report</strong> on the financial statements<br />
We have audited the accompanying financial statements of<br />
DELTA N.V. , Middelburg. The financial statements include the<br />
consolidated financial statements and the company financial<br />
statements. The consolidated fi nancial statements comprise<br />
the consolidated balance sheet as at 31 December <strong>2011</strong>, the<br />
consolidated statements of comprehensive income, changes<br />
in equity and cash flows for the year then ended, and notes,<br />
comprising a summary of the significant accounting policies<br />
and other explanatory information. The com pany financial<br />
statements comprise the company balance sheet as at 31<br />
December <strong>2011</strong>, the company income statement for the year<br />
then ended and the notes, comprising a summary of the<br />
accounting policies and other explanatory information.<br />
Management’s responsibility<br />
Management is responsible for the preparation and fair<br />
presentation of these financial statements in ac cordance with<br />
International Financial <strong>Report</strong>ing Standards as adopted by<br />
the European Union and with Part 9 of Book 2 of the Dutch<br />
Civil Code, and for the preparation of the annual report in<br />
accordance with Part 9 of Book 2 of the Dutch Civil Code.<br />
Furthermore management is responsible for such internal<br />
control as it determines is necessary to enable the preparation<br />
of the financial statements that are free from material<br />
misstatement, whether due to fraud or error.<br />
Auditor’s responsibility<br />
Our responsibility is to express an opinion on these financial<br />
statements based on our audit. We conducted our audit in<br />
accordance with Dutch law, including the Dutch Standards<br />
on Auditing. This requires that we comply with ethical<br />
requirements and plan and perform the audit to obtain<br />
reasonable assurance about whether the financial statements<br />
are free from material misstatement.<br />
An audit involves performing procedures to obtain audit<br />
evidence about the amounts and disclosures in the financial<br />
statements. The procedures selected depend on the auditor’s<br />
judgment, including the assessment of the risks of material<br />
misstatement of the financial statements, whether due to fraud<br />
or error.<br />
In making those risk assessments, the auditor considers<br />
internal control relevant to the entity’s preparation and fair<br />
presentation of the financial statements in order to design audit<br />
procedures that are appropriate in the circumstances, but not<br />
for the purpose of expressing an opinion on the effectiveness of<br />
the entity’s internal control. An audit also includes evaluating<br />
the appropriateness of accounting policies used and the<br />
reasonableness of accounting estimates made by management,<br />
as well as evaluating the overall presenta tion of the financial<br />
statements.<br />
We believe that the audit evidence we have obtained is<br />
sufficient and appropriate to provide a basis for our audit<br />
opinion.<br />
Opinion with respect to the consolidated financial<br />
statements<br />
In our opinion, the consolidated financial statements give a<br />
true and fair view of the financial position of DELTA N.V. as at<br />
December 31, <strong>2011</strong> and of its result and its cashflows for the<br />
year then ended in accordance with International Financial<br />
<strong>Report</strong>ing Standards as adopted by the European Union and<br />
with Part 9 of Book 2 of the Dutch Civil Code.<br />
Opinion with respect to the company financial statements<br />
In our opinion, the company financial statements give a true<br />
and fair view of the financial position of DELTA N.V. as at<br />
December 31, <strong>2011</strong> and of its result for the year then ended in<br />
accordance with Part 9 of Book 2 of the Dutch Civil Code.<br />
<strong>Report</strong> on other legal and regulatory requirements<br />
Pursuant to the legal requirement under Section 2:393 sub 5<br />
at e and f of the Dutch Civil Code, we have no deficiencies to<br />
report as a result of our examination whether the annual report,<br />
to the extent we can assess, has been prepared in accordance<br />
with Part 9 of Book 2 of this Code, and whether the information<br />
as required under Section 2:392 sub 1 at b-h has been annexed.<br />
Further we report that the annual report, to the extent we can<br />
assess, is consistent with the financial statements as required<br />
by Section 2:391 sub 4 of the Dutch Civil Code.<br />
Middelburg, 2 april 2012<br />
Deloitte Accountants B.V.<br />
Was Signed: W.A. de Leeuw RA<br />
129
Other information<br />
DELTA in financial figures, consolidated<br />
(x EUR million)<br />
<strong>2011</strong> 2010<br />
Assets<br />
Intangible assets 395 420<br />
Property, plant and equipment 1,036 977<br />
Financial assets 1,035 700<br />
Current assets 694 653<br />
Cash 52 49<br />
3,213 2,800<br />
Equity and liabilities<br />
Group equity 1,180 1,183<br />
Provisions 237 96<br />
Non-current liabilities 842 797<br />
Current liabilities 955 725<br />
3,213 2,800<br />
Revenue<br />
Electricity 1,002 1,073<br />
Gas 415 312<br />
Electricity and gas transport 114 101<br />
Telecommunications 83 83<br />
Waste management and environmental services 509 462<br />
Miscellaneous 63 42<br />
Total revenue 2,185 2,073<br />
Expenses<br />
Cost of sales 1,549 1,454<br />
Fair value gains and losses on the trading portfolio 13 (3)<br />
Other operating income (32) (29)<br />
Net operating expenses 578 586<br />
Total operating expenses 2,108 2,008<br />
Earnings from operations 77 65<br />
Share in results of joint ventures and associates 85 63<br />
Operating result 162 128<br />
Net finance income (expense) (24) (22)<br />
Profit before tax 138 106<br />
Corporate income tax (36) (16)<br />
Profit from discontinued operations (12) (265)<br />
Non-controlling interests (8) (2)<br />
Profit after tax 83 (178)<br />
Proposed dividend 40 50<br />
130
DELTA Financial statements <strong>2011</strong><br />
DELTA key figures<br />
(x EUR million)<br />
<strong>2011</strong> 2010<br />
Revenue 2,185.1 2,073.1<br />
of which:<br />
Electricity supply 1,001.8 1,073.1<br />
Gas supply 415.3 312.3<br />
Electricity and gas transport 113.6 100.6<br />
Cable, internet and telecommunications 83.2 82.9<br />
Waste management and environmental services 508.7 461.8<br />
Other revenue 62.6 42.4<br />
Finances<br />
Gross margin 655.2 650.9<br />
Operating result 162.2 127.8<br />
Profit before tax 137.9 106.0<br />
Profit after tax 82.7 (177.8)<br />
Group equity (excluding dividend) 1,179.8 1,183.1<br />
Balance sheet total 3,212.7 2,800.5<br />
Ratios<br />
Return on investment 7.0% 6.5%<br />
Return on equity attributable to the shareholders 7.3% -15.7%<br />
Equity ratio 36.7% 42.2%<br />
Interest coverage ratio 14.9 14.3<br />
Definition of financial ratios<br />
Return on capital employed (ROCE)<br />
Earnings from operations plus interest income from financial assets and the share in the profit of joint ventures and associates<br />
divided by capital employed x 100.<br />
Capital employed<br />
The sum of non-current assets and net working capital as at balance sheet date.<br />
Return on equity (ROE)<br />
Profit attributable to shareholders of DELTA N.V.,<br />
divided by the shareholders’ equity attributable<br />
to the equity holders of DELTA N.V.<br />
Equity ratio<br />
Group equity divided by total assets x 100.<br />
Interest coverage ratio<br />
Operating result + depreciation/amortisation charges + interest income divided by net external finance income and expense.<br />
131
<strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />
<br />
DELTA N.V. | Poelendaelesingel 10 | 4335 JA Middelburg<br />
T +31 (0)118 88 20 00 | F + 31 (0)118 88 21 00 | E info@DELTA.nl | W www.DELTA.nl<br />
Entered in the trade register of the Chamber of Commerce in Middelburg under number 22031457.